Ekam Leasing And Finance Co Ltd Directors Report

To

The Members

Ekam Leasing and Finance Co. Limited

Your Directors are pleased to have this opportunity to present the 31st Annual Report of the Company together with the Standalone and Consolidated Audited Financial Statements of the Company for the year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

(Amount in Lacs)

	Standalone		Consolidated
Particular	2023-24	2022-23	2023-24	2022-23
Revenue from operations	65.17	63.09	65.17	63.09
Other Income	57.48	0.08	65.04	5.13
Total Expenditure	54.64	104.22	42.73	91.96
Profit / (Loss) before Tax & Provision for NPA	68.01	41.04	87.48	(23.74)
Provision for Tax	18.61	10.66	24.12	(5.64)
Net Profit / (Loss)	49.39	30.38	63.36	(18.10)
Add/(Less):Other Comprehensive Income (net of taxes)	-	-	-	-
Total Comprehensive Income/ (Expenses) for the year	49.39	(30.38)	63.36	(18.10)

DIVIDEND

Keeping in view the overall financial position of the Company, the board has not recommended any dividend for the financial year ended 31st March 2024.

COMPANYS PERFORMANCE

During the year under review, the Company has earned total revenue of Rs. 65.17 Lacs as against 63.09 Lacs during the previous year with an increase of Rs. 2.08 Lacs. The year under review resulted in Net Profit after Taxof Rs. 49.39 Lacs as compared to Net Loss after Tax of Rs. 30.38 Lacs during the previous year.

On consolidated basis, revenue for FY 2023-24 stood at is Rs. 65.17 Lacs as against 63.09 Lacs during the previous year with an increase of 2.08 Lacs and Net Profit after Tax of Rs. 63.36 Lacs as compared to Net Loss after Tax of Rs. (18.10)Lacs during the previous year.

HUMAN RESOURCE DEVELOPMENT

Human Resource Development is the framework for helping employees develop their personal and organizational skills, knowledge, and abilities. Human Resource is not only an integral part of any organization but also strive its success and growth. The Company believes that human resources are the key resources and integral part of the organization and endeavors to create a culture of openness and empowerment amongst its employees and provide good carrier development.

Your Company believes in trust transparency & teamwork to improve employees productivity at all levels and is committed to the welfare of the employees and their families by putting review and reward system in place.

TRANSFER TO RESERVES

During the Year under Review, the Company transferred Rs. 9.88 Lacsto Statutory Reserve under section 45 –IC and standalone reserve made up of Statutory Reserve/ Retained earning and other comprehensive Income as on 31 March, 2024 stood at Rs. 39.39Lacs and Consolidated reserve stood at RS. 589.55 lacs.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN MARCH 31, 2023 AND THE DATE OF REPORT

As required under Section 134(3) of the Act, the Board of Directors informs the members that during the financial year i.e. 31 March, 2024, there have been no material changes between the closing of the financial year of the Company till the date of this report, except as disclosed elsewhere in the Annual Report.

PERFOPRMANCE HIGHLIGHTS OF SUBSIDIARY AND ASSOCIATES COMPANIES SUBSIDIARY COMPANIES:-

* M/s S&S Balajee Mercantile Private Limited having CIN: U51109DL1993PTC052329 incorporated to carry on the business of dealing and trading in all kinds of essential commodities/Machinery, etc.

* M/s Jet Air Securities Private Limited having CIN:U74899DL1995PTC069004which is mainly engaged in business of dealing in securities.

* M/s Rex Overseas Private Limited having CIN:U74899DL1988PTC032551 is engage into the business of import export and all deal in all kind of securities.

JOINT VENTURE COMPANY

There are no joint venture company at any time during the financial year 2023-2024.

ASSOCIATE COMPANY

There is one associate companies during the financial year 2023-2024 i.e NKJ Securities Private Limited which was Struck off by ROC from register of companies dated November 19, 2019.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 ("Act"), a statement containing brief financial details of the Companys subsidiaries, associate companies and joint ventures for the financial year ended March 31, 2024 in Form AOC-1 is annexed to the Board Report of the Company as Annexure-I .

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the Companies Act, 2013, Directors state that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 at the end of the financial year and of thp rofit and loss of the company for that period;

c) The directors had taken 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;

d) The directors had prepared the annual accounts on a going concern basis;

e) 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

f) 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.

DECLARATION FROM INDEPENDENT DIRECTOR

Pursuant to the provision of Section 149(7) of the Act read with Regulation 25(8) of the SEBI (LODR) Regulations, 2015, the Company has received a declaration from each of the Independent Director that they meets the criteria of independence as provided under section 149(6) of the Act &SEBI (LODR) Regulations, 2015 and there has been no change in the circumstances which may affect their status as independent director during the year.

All the Independent Directors of the Company have complied with the requirement pertaining to the inclusion of their names in the data bank of independent directors maintained by Indian Institute of Corporate Affairs and they meet the requirements of proficiency self-assessment test.

In the opinion of Board of Directors of the Company, Independent Directors on the Board of Company hold highest standards of integrity and are highly qualified, recognised and is doyen of the industry. There is an optimum mix of expertise (including financial expertise),leadership and professionalism.

REGISTRATION WITH RBI

The Company is a Non-Banking Financial Company (NBFC) registered with the Reserve Bank of India (RBI) under Registration No. 14.00332. The Company has complied with all the applicable guidelines, directions, Circulars etc., issued by the Reserve Bank of India for Non-Systemically Important Non-Deposit Taking NBFCs, including the following:

a. The Reserve Bank of India Act, 1934; and Directions, Regulations,

b. Master Direction – Reserve Bank of India (Non- Banking Financial Company – Scale Based Regulation) Directions, 2023 (effective from October 19, 2023);

c. Master Direction - Non-Banking Financial Company Returns (Reserve Bank) Directions, 2016;

d. Scale Based Regulation for Non-Banking Financial Companies (Up-to October 18, 2023).

e. Master Circular – Non-Banking Financial Companies – Corporate Governance (Reserve Bank) Directions, 2015

f. Master Direction – Reserve Bank of India (Filing of Supervisory Returns), Directions – 2024

g. Master Direction- Non banking Financial company –Non Systematically Important Non- Deposit Taking Company and Deposit Taking Company) Reserve Bank directions, 2016.

h. Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2016

THE RBI NORMS AND ACCOUNTING STANDARDS

The company continues to comply with the directives and accounting standard as well as the norms prescribed by Reserve Bank of India for NBFCs for the financial year 2023-24.

CHANGE IN BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 149 and 152 of the Companies Act, 2013 and rules made there under as amended from time to time and Regulation 17 of the SEBI (LODR) Regulations 2015. During the Year under review,there was no change in board composition of the company except the following: -

* Ms. Neha Sharma who was appointed as a Company Secretary & Compliance Officer of the Company had resigned on 6th June, 2023.

* Ms. Khushambi was appointed as a Company Secretary and Compliance officer of the company w.e.f 6th July, 2023 and resigned on 3 October, 2023.

MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors of your Company met 7 (Seven) times during the Financial year 2023-24.The dates of the board meetings are 12 April 2023,30 May 2023, 08 June 2023, 6 July 2023, 11th August 2023, 11 November2023 and 12 Februray 2024. The necessary quorum was present for all the meetings.

The company holds the board meeting in compliance with law and the gap between two meetings did not exceed one hundred and twenty days during the FY 2023-24. The detailed agenda and notes thereon are sent to all the directors seven days in advance from the date of Board Meeting. The Managing Director appraised the Board on the overall performance of the Company at every Board Meeting. The Board reviews the performance of the Company and sets the strategy for future. The Board takes on record the actions taken by the company on all its decisions periodically.

MEETING OF INDEPENDENT DIRECTORS

During the financial year 2023-24, the meeting of Independent Director was held on 12 February, 2024 to review the performance of Non Independent Directors of the company.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Annual Report.

The Remuneration Policy of the company for Directors, KMP and Senior Management Employees are also available at the website of the company i.e. www.ekamleasing.in

PECUNIARY RELATIONSHIP OR TRANSACTIONS OF THE NON-EXECUTIVE DIRECTORS (NED) AND DISCLOSURES ON THE REMUNERATION OF THE DIRECTORS

The NEDs have no pecuniary relationship except the sitting fees paid for the meeting of board of Directors/Committee.

The details regarding the remuneration of directors along with their shareholding are disclosed in Corporate Governance Report which forming part of this Annual Report.

FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

During the year under review, there was no frauds reported by statutory auditors to Audit Committee and/or board under sub-section (12) of section 143 of the Companies Act, 2013.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performance and board committees. The performance was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees was evaluated after seeking the inputs of committee members on the criteria such as understanding the terms of reference, Committee Composition, Independence, updating the Board on the committee decisions, comprehensiveness in the discussion of issues and contributions to Board decisions, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual directors to the Board and committee meetings like preparing on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The evaluation report contains an executive summary of findings and several key recommendations from the evaluation process.

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016

During the year under review, there were no application made or proceeding pending in the name of Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

During the year under review, there has been no one time settlement of loans taken from banks and financial institutions.

COMMITTEES OF BOARD

Pursuant to requirement under Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has constituted various Committees of Board such as Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee. The details of composition and terms of reference of these Committees are mentioned in the Corporate Governance Report.

* AUDIT COMMITTEE

The composition, role, terms of reference, authority and powers of the Audit Committee are in conformity with Section 177 of the Companies Act, 2013 read with Regulation 18 of SEBI (Listing Obligations& Disclosure Requirements) Regulations, 2015. The Committee met periodically during the year and had discussions with the auditors on internal control systems and internal audit report.

* NOMINATION & REMUNERATION COMMITTEE (NRC)

The composition, role, terms of reference, authority and powers of the Nomination & Remuneration Committee are in conformity with Section 178 of the Companies Act, 2013 read with Regulation 19 of SEBI (Listing Obligations& Disclosure Requirements) Regulations, 2015.

* STAKEHOLDER RELATIONSHIP COMMITTEE (SRC)

The composition, role, terms of reference, authority and powers of the Stakeholder Relationship Committeeare in conformity with Section 178 of the Companies Act, 2013 read with Regulation 20 of SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.

The details regarding all the above said committees are given in the Corporate Governance Report which forms a part of this Report.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions and the same is available on the website of the company at www.ekamleasing.in. All Related Party Transactions are placed before the Audit Committee and also the Board/Members for their approval, wherever necessary. An omnibus approval from the Audit Committee is obtained for the related party transactions. The details of the same are given in Note 28 to the Standalone & Consolidated Financial Statements of the Company.

Further, there were no related party transactions which were material or not at arms lengh basis as required under section 188(1) of the Companies Act and Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Therefore , the requirement of Form AOC-2 is not applicable to the Company.

The Company in terms of regulation 23 of the Listing Regulations submitted disclosures of related party transactions on a consolidated basis, in the format specified in the relevant accounting standards to the stock exchanges. The said disclosures can be accessed on the website of the Company at www.ekamleasing.in

RISK MANAGEMENT

Effective risk management is essential to success and is an integral part of our culture. While we need to accept a level of risk in achieving our goals, sound risk management helps us to make the most of each business opportunity, and enables us to be resilient and respond decisively to the changing environment.

Our approach to risk management assists us in identifying risks early and addressing them in ways that manage uncertainties, minimize potential hazards, and maximize opportunities for the good of all our stakeholders including shareholders, customers, suppliers, regulators and employees. Risks can be broadly classified as Strategic, Operational, Financial, and Legal/Regulatory.

In accordance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Company has adopted risk management policy, approved by Board of Directors and established a risk management framework to identify, mitigate and control the risk and threatens of risk.

AUDITORS

Statutory Auditor

Pursuant to the provisions of Section 139 and 142 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and other applicable provisions, if any, (including any statutory modification(s), clarifications, exemptions or re-enactments thereof for the time being in force) and pursuant to recommendation of the Audit Committee and approval of shareholders at the annual general meeting appointed M/s. MB Gupta & Co., Chartered Accountants (FRN.006928N) as Statutory Auditors of the Company whose appointment was approved by the shareholder in the 30 Annual General Meeting for a term term of five years to hold office from the conclusion of the 30 AGM till the conclusion of the 35 AGM in 2028.

Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013 and Rules framed there under and on the recommendation of the Audit Committee, the Board of Directors of the Company have appointed M/s. KKS & Associates, Company Secretaries as the Secretarial Auditor of the Company for the financial year 2023-2024. The Company has received consent from M/s. KKS & Associates, Company Secretaries, for their appointment. The Secretarial Audit Report confirms that the Company has complied with the provisions of the Act, Rules, Regulations and Guidelines except & otherwise mentioned in the Report. Further, his secretarial audit report is annexed asAnnexure-Vto this Report in prescribed Form MR-3.

Further, the Board of Directors in their meeting held on Thursday, 30 May, 2024 re-appointed M/s. KKS & Associates, Company Secretaries, as Secretarial Auditors, to undertake the audit of the secretarial records for the Financial Year 2024-25.

Further, in pursuant to Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended vide SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 08, 2019, the Annual Secretarial Compliance Report for the Financial Year ended on March 31, 2024 as issued by M/s. KKS & Associates, Company Secretaries is also available at BSE India.com and on the website of the Company i.e www.ekamleasing.in

In compliance with section 138 of the Companies Act 2013, the Board of Directors on the recommendation of the Audit Committee has appointed M/s ACG & Co., Chartered Accountant as the Internal Auditor to conduct Internal Audit of the Company for Financial Year 2023-24.The internal auditor performs an independent check of effectiveness of key controls in identified areas of internal financial control reporting. The Internal Audit report for Financial Year 2023-24 was reviewed by the audit committee and taken note by the board of Directors of the company.

EXPLANATION OR COMMENTS ON QUALIFICATIONS OR RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS OR PRACTICISING COMPANY SECREATARY IN THEIR REPORT

The standalone financial statements of the Company have been prepared in accordance with Ind AS notified under Section 133 of the Act. The Notes to the financial statements referred in the Auditors Report are self-explanatory.

The statutory auditors of the Company mentioned the following qualifications in the Auditors Report of the Company for the financial year 2023-24:-

Qualified opinion given by Statutory auditor in standalone audit report:

Pursuant to the provisions of section 203 of the Companies Act, the company is mandated to appoint the Chief Financial Officer (CFO), we draw attention to the fact that the Company is failed to appoint a Chief Financial Officer (CFO) throughout the year.

(a) Pursuant to the provisions of section 203 of the Companies Act, the company is mandated to appoint the Chief Financial Officer (CFO), we draw attention to the fact that the Company is failed to appoint a Chief Financial Officer (CFO) throughout the year.

Management Response

a) Due to Financial crisis & unavailability of suitable candidate, the board was unable to appoint the Chief Financial Officer (CFO) of the Company.

Qualified opinion given by auditor in consolidated audit report:

(a) Pursuant to the provisions of section 203 of the Companies Act, the holding company is mandated to appoint the Chief Financial Officer (CFO), we draw attention to the fact that the holding company is failed to appoint a Chief Financial Officer (CFO) throughout the year.

(b) In our opinion and according to the information and explanation given to us by the management in respect of two subsidiaries (Jet Air Securities Private Limited; Rex Overseas Private Limited) are required to get registered with Reserve Bank of India as a Non-Banking Finance Company under section 45-IA of the Reserve Bank of India Act, 1934 based on their business activity (50:50 test).

Management Response

(a) Due to Financial crisis & unavailability of suitable candidate, the bord was unable to appoint the Chief Financial Officer (CFO) of the Company

(b) The Board is in process to take registration on the same

The secretarial auditors of the Company mentioned the following qualifications in the Auditors Report of the

Company for the financial year 2023-24:-

(a) There were some fines had been levied against the listed entity/its promoters/directors/material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedure issued by SEBI through various circulars) under the non-complainceof regulations of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015(Acts/Regulations and circulars/guidelines).

(b) The post of Chief Financial Officer is lying vacant since May 02, 2022.

(c) Ms. Khusambi has resigned from the post of Company Secretary& Compliance Officer dated 03/10/2023 and the Company does not have any Company Secretay.

Management Reply:

(a) The company has made an application dated January 27, 2022against the BSE letters regarding waiver of fines as imposed due to failure of Compliance under regulations SEBI(Listing Obligation and Disclosure Requirements) Regulations, 2015and the same is pending for consideration with BSE.

Further, the Company has submitted a Representation Letter dated February 21, 2024, in furtherance to the email dated 15 January, 2024 of.BSE on the fines imposed on the Company on abovementioned waiver application dated January 27, 2022, filed by the Company with the BSE.

Also, the Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Regulations"), as amended from time to time, the provisions of Regulations 17 to 27, along with clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and paragraphs C, D, and E of Schedule V, shall not apply to a listed entity whose paid-up equity share capital does not exceed rupees ten crore and whose net worth does not exceed rupees twenty-five crore, as on the last day of the previous financial year.

Therefore, since the paid-up equity share capital as of 31st March 2021-2024 is *3 crore and also its average net worth has been around Rs. 3 Cr (*3.59 crore as on 31 March, 2024), both being below the threshold limits prescribed under Regulation 15(2) as stated herein above, the corporate governance provisions are not applicable to the Company. Accrodingly, the Company has decided to file amendment to the Waiver Application filed by the Company, to seek waiver on fine imposed on such exempted Regulations.

(b) Due to Financial crisis & unavailability of suitable candidate, the board was unable to appoint the Chief Financial Officer (CFO) of the Company.

(c) Management is in the process to find suitable candidate for post of Company secretary & Compliace Officer of the Company .

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.

The Internal auditor monitors and evaluates the efficancy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries.

Based on the report of Internal Auditor, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and the necessary corrective actions are presented to the Audit Committee. In addition, the company has identified and documented the key risks and controls for each process that has a relationship to the financial operations and reporting at regular intervals, internal teams test identified key controls.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of business of the company during FY 2023-24.

SHARE CAPITAL

The Board that pursuant to Circular No DOR.CRE.REC.No.60/03.10.001/2021-22 dated 22nd October 2021 issued by Reserve Bank of India (RBI), it has mandated under Scale Based Regulation (SBR), the Regulatory minimum Net Owned Fund (NOF) for all kind of NBFCs i.e. NBFC-ICC, NBFCMFI and NBFC-Factors, shall be increased to Rs. 10 crore. The following glide path is provided for the existing NBFCs to achieve the NOF of Rs.10 crore:

NBFCs	Current NOF	By March 31, 2025	By March 31,2027
NBFC-ICC	Rs. 2 crore	Rs. 5 crore	Rs. 10 crore
NBFC-MFI	Rs. 5 crore ( Rs.2 crore in NE Region)	Rs. 7 crore ( Rs.5 crore in NE Region)	Rs. 10 crore
NBFC-Factors	Rs. 5 crore	Rs. 7 crore	Rs. 10 crore

In view to achieve the said objective regarding NOF requirement, the Company in their 30 Annual General Meeting had taken the approval from the shareholders &increased the authorized share capital of the Company from Rs. 3,00,00,000 (Rupees three Crores only) divided into 60,00,000 (Sixty Lakh) equity shares of Rs. 5/- (Rupees Five) each to Rs. 5,00,00,000 (Rupees Five crores only) divided into 100,00,000 (One crore) equity shares of Rs. 5/- (Rupees five) each by creation of additional 40,00,000 (Forty lakhs) equity shares of Rs. 5/- (Rupees five) each and that the new equity shares shall rank Paripassu with the existing equity shares.

The Authorized Share Capital of the Company is Rs.5,00,00,000/- (Rupees Five crores only) divided into 100,00,000 (One crore) equity shares of Rs. 5/- (Rupees Five)each.

PUBLIC DEPOSITS

In pursuance of the Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 the company has not accepted any public deposit during the year under review.

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

During the year under review, as per terms of section 134(3) (g) company has not given any loan or guarantee which is covered under the provisions of Section 186 of the Companies Act, 2013. However, details of investments made during the year are given under notes to the financial statements.

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

Particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo.

Since the company is not engaged in manufacturing, the particulars in respect of conservation of energy, Research and development, Technology Absorption are not required to be given.

CORPORATE GOVERNANCE REPORT AND CERTIFICATE

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large, and strives to serve their interests, resulting in creation of value and wealth for all stakeholders.

The compliance report on corporate governance and a certificate from M/s. KKS & Associates, Company Secretaries (Prop. Mr. Krishna Kumar Singh, FCS No. 8493), Practicing Company Secretary of the Company, regarding compliance of the conditions of corporate governance, as stipulated under Chapter IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached herewith as integral part to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required by Regulation 34 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report.

CONSOLIDATED FINANCIAL STATEMENTS

As stipulated by Regulation 33 of the Listing Regulations, the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements, together with Auditors Report, form part of the Annual Report.

As per the provisions of Section 129 of the Companies Act, 2013, the consolidated financial statements of the Company, its Subsidiaries and Associates are attached in the Annual Report. The annual accounts of Subsidiaries and Associates will be made available to shareholders on request and will also be kept for inspection by any shareholder at the Registered Office and Corporate Office of your Company. A statement in Form AOC-1 containing the salient features of the financial statements of the Companys Subsidiaries, Associates and Joint Venture for the year ended March 31, 2024 is also attached with financial statements.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to formulate Corporate Social Responsibility(CSR) Policy and Committee as it does not fulfill the criteria specified under Section 135 of the Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 92 and 134 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return is available on the website of the Company which can be accessed through.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

The Institute of Company Secretaries of India (ICSI) has currently mandated compliance with the Secretarial Standards on board meetings and general meetings,. The Company is duly complied with applicable secretarial standards read together with circulars issued by Ministry of Corporate Affairs for the Board Meetings and General Meetings conducted by company during the FY 2023-24.

COMPLIANCE WITH THE SEBI (LISTING OBLIGATIONS & DISCLOSURE REQUIREMENTS) REGULATIONS 2015

The companys equity shares continue to be listed on the Bombay Stock Exchange (BSE), Mumbai which has nationwide trading terminals. The company has paid the Annual Listing Fees to BSE for the Financial Year 2023-2024.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

Pursuant to Section 177 of the Companies Act 2013 and Regulation 22 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board has adopted vigil mechanism in the form of Whistle Blower Policy for the Directors and Employees of the Company to deal with instances of fraud or mismanagement, if any. The Vigil Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour. The Company had adopted a Code of conduct for Directors and Senior Management Executives ("the Code"), which lays down the principles and standards that should govern their actions. The Policy regarding the same can be accessed at the website of the company. All Senior Management personnel have affirmed compliance with the ELFCL Code of Conduct .The Managing Director has also confirmed and certified the same. The certification is at the end of the Report on Corporate Governance.

Pursuant to Section 177(9) of the Companies Act 2013, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee of Directors of the Company for redressal. No person has been denied access to the Chairman of the Audit Committee of Directors.

PARTICULARS EMPLOYEES PURSUANT TO SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH RULE 5 (1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

There was no employee in receipt of remuneration in the limit as prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Therefore, the statement/ information required under section 197 read with Rule 5 is not applicable.

Sr. No. Particulars	Details
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for financial year	Mr. Rakesh Jain -	Nil
	Ms. RashiVarshney -	Not Applicable*
	Mr. Saurabh Jain -	Not Applicable*
(ii) the percentage Increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;	There has been no increase in remuneration of any of the whole time Directors, Chief Financial Officer (CFO) & Company Secretary (CS) respectively during the financial year.
(iii) the percentage Increase in the median remuneration of employees in the financial year.
(iv) the number of permanent employees on the rolls of Company;	Employees as on March 31, 2024.
(v) average percentile increase already made in the	Since the percentile increase in the manager ial remuneration is
salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration;	Nil.
(vi) Affirmation that the remuneration is as per the remuneration policy of the Company.	Remuneration paid during the FY 202 3-24 is as per the Remuneration Policy of the Company.

DISCLOSURE REGARDING MAINTAINANCE OF COST RECORD

The Company is not required to maintain the cost record as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on March 31, 2024 has been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Act read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Companys state of affairs, profits and cash flows for the year ended March 31, 2024. The Notes to the Financial Statements forms an integral part of this Report.

FINANCIAL RATIOS

The Key Financial Ratios with detailed explanations were disclosed in the Financial Statements, which forms part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATOR OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERN STATUS

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

There were fines levied against the listed entity/its promoters/directors/material subsidiaries either by SEBI/Stock Exchanges (including under the Standard Operating Procedure issued by SEBI through various circulars) under the aforesaid Acts/Regulations and circulars/guidelines.

E-VOTING

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of SEBI (Listing Obligations & disclosure Requirements) Regulations, 2015 read with the Ministry of Corporate Affairs General Circular No(s) 14/2020 dated April 8, 2020, 20/2020 dated May 05, 2020, 10/2022 dated 28 December, 2022, 09/2023 dated 25 September, 2023 & 09/2024 dated 19 September, 2024 and other circulars issued by the Ministry of Corporate Affairs (MCA)("MCA Circulars") and Securities Exchang e Board of India (SEBI) Circular dated 12th May, 2020, Circular No. SEBI/HO/CFD/CMD2/CIR/P/2021/11, SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated 7 October, 2023 & SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated October 03, 2024 ("SEBI Circulars") . The instruction(s) for "remote e-voting" and "e-voting" during the ANNUAL GENERAL MEETINGfor ensuing Annual General Meeting is also provided with notice to shareholders of this Annual Report.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate in securities by the Directors and designated employees of the Company. The Code prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive informationin relation to the Company and during the period when the Trading Window is closed. The Code of Conduct to regulate, monitor and report Insider trading is uploaded on the Companys website: www.ekamleasing.in

REPORTING OF FRAUDS

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

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

The Company is committed for providing and promoting a safe and healthy work environment for all its employees.

In accordance with the provisions of the Sexual Harassment of Women at the Workplace (prevention, Prohibition &Redressal) Act, 2013 and the Rules framed there under for prevention and redressal of complaints of sexual harassment at workplace, along with a structured reporting and redressal mechanism. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the said Act.

There were no complaints regarding sexual harassment by any women employees (permanent, contractual, temporary, trainees) who are covered under this policy till the date of this report.

GENERAL

During the year, there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same:

a. Issue of equity shares with differential rights also dividend, voting or otherwise. b. Issue of shares(including sweat equity shares)to employees of your Company under any scheme. c. Buy-back of shares. d. No settlements have been done with banks or financial institutions.

ACKNOWLEDGEMENT

On behalf of the Directors of the Company, I would like to place on record our deep appreciation to our shareholders, customers, business partners, vendors, bankers, financial institutions and academic institutions for all the support rendered during the year.

The Directors are thankful to the Government of India, the various ministries of the State Governments, the Central and State Electricity Regulatory authorities, communities in the neighborhood of our operations, local authorities in areas where we are operational in India; as also partners, governments and stakeholders where the Company operates, for all the support rendered during the year.

Finally, we appreciate and value the contributions made by all our employees and their families for making the Company what it is. Your companys employees are instrumental to your company achieving higher business goals. Your directors place on record their deep admiration of the commitment and contribution of your companys employees. Your support as shareholders is greatly valued. Your directors thank you and look forward to your continuance support.

By Order of the Board

For Ekam leasing and finance Co. Limited

S/d

Rakesh Jain

Chairman & Managing Director

DIN. : 00061737

Place: New Delhi

Date: 14-11-2024