Franklin Leasing & Finance Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 32nd Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2024.

1. FINANCIAL SUMMARY HIGHLIGHTS:

The Standalone Financial results are summarized below:

(Amount in Hundred)

Particulars	March 31, 2024	March 31, 2023
Revenue from Operations	11,23,559.67	11,74,380.04
Other Income	410.82	3,089.48
Total Income	11,23,970.49	11,77,469.52
Less: Expenditure	10,98,580.26	1,65,604.25
Profit/Loss before Interest, Depreciation and Tax	25,390.23	10,11,865.27
Less: Interest	-	9,91,100
Less: Depreciation & Amortisation Cost	-	-
Profit/Loss before tax	25,390.23	20,765.27
Less Tax Expense:	6,601.46	5,399.00
Current Tax
Deferred Tax
Net Profit/ Loss after Tax	18,788.77	15,366.27

2. STATE OF COMPANY AFFIARS

During the financial year 2023-24, the Company has earned a total income of Rs. 1123.97 Lakhs against a total income of Rs. 1177.47 Lakhs in the previous year. The Company has earned a Net Profit of Rs. 18.79 Lakhs against a Profit of Rs. 15.37 Lakhs in the previous year.

3. FUTURE PROSPECTS

The Company will continue focus to lend the money to borrower and to systematic investing activity of the Business.

4. WEB ADDRESS OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act and rules made thereunder, the Annual Return will be uploaded on the website of the Company for the FY 2023-24.

5. CHANGE IN NATURE OF BUSINESS

There has been no change in the nature of the Business of the Company during the financial year 2023-24.

6. DIVIDEND

No Dividend was declared during the year.

7. TRANSFER OF UNPAID AND UNCLAIMED DIVIDENDS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

8. TRANSFER TO RESERVES

The Company has transferred Rs.4,69,720 u/s 45-IC of the RBI Act,1934.

9. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as at 31st March, 2024 stood at Rs. 15,78,24,000. During the year under review there is no change in share capital of the Company.

10. DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of Provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

11. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There are no material changes and commitments, affecting the financial position of your company which has occurred between the end of financial year of the company i.e. March 31, 2024 and the date of Directors Report.

12. SUBSIDARIES, ASSOCIATED AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary, Joint Venture or associate company.

13. DIRECTORS AND KEY MANANGERIAL PERSONNEL

(a) The Company has approved the Change in designation of Mr. Mahesh Kumar Dalmia (DIN No: 09497773) from Executive Director to Wholetime Director in the Board Meeting held on 04.09.2023 subject to approval of members in the AGM. The Company has further approved the Appointment of Mr. Mahesh Kumar Dalmia in the AGM held on 28.09.2023. Further, his appointment as Wholetime Director was changed to Managing Director in the Board Meeting held on 10.11.2023. (b) The Shareholders has approved the Regularization of Mrs. Sunitha Gupta for the second term of 5 years as Independent Director of the Company by way of passing of Special Resolution in the AGM held on 28.09.2023.

14.DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, and secretarial auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2023-24. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm 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 the profit 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; and

(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.

(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.

15. COMMITTEES OF THE BOARD OF DIRECTORS

The Board has three committees which have been constituted as a part of the good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. The following are the details of the Board Committees during the Financial Year 2023-24:

a. Audit Committee

b. Nomination & Remuneration Committee

c. Stakeholders Relationship Committee

(a) Audit Committee

The Audit Committee, as per Section 177 of Companies Act, 2013, continued working under Chairmanship of Ms. Sunitha Gupta. During the year the committee met three times with full attendance of all the members. The composition of the Audit Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

Name of Category Director	Position in the Committee	Attendance at the Audit Committee Meetings held on
		30.05.2023	04.09.2023	10.11.2023
Ms. Sunitha Independent Gupta Director	Chairperson	Yes	Yes	Yes
Mr. Jagannath Executive Jha Director	Member	Yes	Yes	Yes
Mr. Barun Executive Naskar Director	Member	Yes	Yes	Yes

The Committee is governed by a Charter which is in line with the regulatory requirements mandated by the Companies Act, 2013. Some of the important functions performed by the Committee are:

Financial Reporting and Related Processes:

Oversight of the Companys financial reporting process and financial information submitted to the Stock Exchanges, regulatory authorities or the public.

Reviewing with the Management, the Half Yearly Unaudited Financial Statements and the Auditors Limited Review Report thereon / Audited Annual Financial Statements and Auditors Report thereon before submission to the Board for approval. This would, inter alia, include reviewing changes in the accounting policies and reasons for the same, major accounting estimates based on exercise of judgement by the Management, significant adjustments made in the Financial Statements and / or recommendation, if any, made by the Statutory Auditors in this regard.

Review the Management Discussion & Analysis of financial and operational performance.

Discuss with the Statutory Auditors its judgement about the quality and appropriateness of the Companys accounting principles with reference to the Accounting Standard Policy.

Review the investments made by the Company.

All the Members on the Audit Committee have the requisite qualification for appointment on the Committee and possess sound knowledge of finance, accounting practices and internal controls.

The Auditors, Chief Financial Officer are invited to attend the meetings of the Committee. The Company Secretary acts as the Secretary to the Committee. Ms. Sunitha Gupta, the Chairman of the Committee, was present at the last Annual General Meeting (AGM) held on September 28, 2023.

(b) Nomination and Remuneration Committee:

The Nomination and Remuneration Committee, as per Section 178(1) of Companies Act, 2013, continued working under Chairmanship of Mr. Jagdev Yadav. During the year, the committee met three time with full attendance of all the members. The composition of the Nomination and Remuneration Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director	Category	Position in the Committee	Attendance at the Remuneration Committee held on
			30.05.2023	04.09.2023	10.11.2023
Mr. Jagdev Yadav	Independent Director	Chairman	Yes	Yes	Yes
Mr. Barun Naskar	Independent Director	Member	Yes	Yes	Yes
Ms. Sunitha Gupta	Independent Director	Member	Yes	Yes	Yes

The terms of reference of the Committee as per Companies Act 2013 and SEBI (LODR) 2015, include the following:

Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) Use the services of an external agencies, if required;

b) Consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) Consider the time commitments of the candidates.

Formulation of criteria for evaluation of performance of independent directors and the board of directors;

Devising a policy on diversity of board of directors;

Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

Recommend to the board, all remuneration, in whatever form, payable to senior management.

(c) Stakeholders Relationship Committee:

The Stakeholders Relationship Committee, as per Section 178 (5) of Companies Act, 2013, continued working under Chairmanship of Ms. Sunitha Gupta. The Committee is governed by a Charter, which is in line with the regulatory requirements mandated by the Companies Act, 2013. During the year, the committee met one time with full attendance of all the members. The composition of the Stakeholders Relationship Committee as at March 31, 2024 and details of the Members participation at the Meetings of the Committee are as under:

Name of Director Category Position in the Attendance at the Stakeholder Committee Relationship Committee held on 30.05.2023

Ms. Sunitha Gupta Independent Director Chairperson Yes Mr. Barun Naskar Independent Director Member Yes Mr. Jagannath Jha Executive Director Member Yes

The terms of reference of the Committee are:

Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

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

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.

Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company.

During the year, no complaints were received from shareholders. There are no balance complaints. The Company had no share transfers pending as on March 31, 2024.

Ms. Rashmi Bhagat, Company Secretary of the Company is the Compliance Officer.

16. (a) MEETINGS OF THE BOARD OF DIRECTORS

During the year under review the Board has met 5 (Five) times viz. 30th May 2023, 4th September 2023,10th November 2023, 31st January 2024 and 30th March, 2024.

(b) Separate Meeting of Independent Director

During the year under review, a separate meeting of Independent Directors was held on 18th March, 2024 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up: (a) Review of the performance of non-independent directors and the Board as a whole; (b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; (c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

17. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1 under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2) and declarations as to compliance with the Code of Conduct of the Company.

18. PERFORMANCE EVALUATION OF THE BOARD AND INDEPENDENT DIRECTORS

The Board of Directors carried out an annual evaluation of the Board itself, its Committees and individual Directors. The entire Board carried out performance evaluation of each Independent Director excluding the Independent Director being evaluated. The Nomination Remuneration Committee also carried out evaluation of every directors performance.

The evaluation was done after taking into consideration inputs received from the Directors, setting out parameters of evaluation. Evaluation parameters of the Board and Committees were mainly based on Disclosure of Information, Key functions of the Board and Committees, Responsibilities of the Board and Committees, etc. Evaluation parameters of Individual Directors including the Chairman of the Board and Independent Directors were based on Knowledge to Perform the Role, Time and Level of Participation, Performance of Duties and Level of Oversight and Professional Conduct etc.

Independent Directors in their separate meeting evaluated the performance of Non-Independent Directors, Chairman of the Board and the Board as a whole.

19. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS

The company has not given any guarantee during the during year 2023-24. The Company has given loan and made investments in the Equity Shares of the other Companies. The details of the loan & investments made by company during the year under review are given in the financial statements.

20. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) of the Act, read with the Rules made thereunder, the Company has adopted a Whistle-Blower Policy for Directors and Employees to report genuine concerns and to provide adequate safeguards against victimization of persons who may use such mechanism. Employees are encouraged to report actual or suspected violations of applicable laws and regulations and the Code of Conduct to the Chairman of Audit Committee to enable taking prompt corrective action, wherever necessary.

21. RISK ASSESSMENT AND MANAGEMENT

Your Company has been on a continuous basis reviewing and streamlining its various operational and business risks involved in its business as part of its risk management policy. Your Company also takes all efforts to train its employees from time to time to handle and minimize these risks.

22. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls system with reference to financial statements. The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

During the year, such controls were tested and no reportable weakness in the design or operation was observed.

23. FRAUD REPORTING

There have been no frauds reported by the Auditors of the Company to the Audit Committee or the Board of Directors under sub-section (12) of section 143 of the Companies Act, 2013 during the financial year.

24. As section 178, companys policy on directors appointment and remuneration including determining qualifications, positive attributes, independence of a director and other matters provided under section 178:-

As per the provisions of section 178 of Companies Act, 2013, the Nomination and Remuneration Committee has been constituted by the board, details of which have been placed on the website of the company as "Committees of Board of Directors"

Accordingly, company has also formulated the Audit committee and Stakeholders Relationship committee in accordance with section 177 and 178 (5) of Companies Act, 2013, details of which has been placed on the website of the company http://franklinleasing.in/corporate-info.html as "Committees of Board of Directors".

25. MANAGEMENT DISCUSSION ANALYSIS REPORT

The Management Discussion and Analysis Reports is attached as "Annexure III" which forms part of this Report.

26. AUDITORS:

a. STATUTORY AUDITORS

Based on the recommendation of Audit Committee and the Board of Directors, Members of the Company at the 31st Annual General Meeting held on 28th September, 2023 appointed M/s. SSRV & Associates, Chartered Accountants, (ICAI Registration No.: 135901W) as the Statutory Auditors of the Company for a term of 3 years from the conclusion of 31st Annual General Meeting till the conclusion of Thirty-Fourth Annual General Meeting to be held in the year 2026.

During the year, the Statutory Auditors have confirmed that they satisfy the Independence Criteria required under the Companies Act, 2013 and Code of Ethics issued by the Institute of Chartered Accountants of India.

Explanation to Auditors Remark

The Auditors Report does not contain any qualification, reservation or adverse remarks. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

Reporting of fraud by Statutory Auditors

There was no fraud in the Company, which was required to report by Statutory Auditors of the Company under sub-section (12) of section 143 of Companies Act, 2013.

b. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed AKHIL AGARWAL., Practicing Company Secretary to undertake the Secretarial Audit of the Company. Report of the Secretarial Audit in Form MR-3 for the financial year ended March 31, 2024 is enclosed as "Annexure I" to the Report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in their report.

c. COST RECORD AND COST AUDIT

Your company does not fall within the provisions of Section 148 of Companys Act, 2013 read with the Companies (Cost records & Audit) Rules, 2014, therefore no such records required to be maintained.

d. INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Act read with Rule 13(1)(a) of Companies (Accounts) Rules, 2014, the Board of Directors of the Company has appointed Shikha Singhal & Associates., Chartered Accountants Firm Reg. No. 332414E to conduct internal audit for the Company for the Financial Year 2023-24.

27. FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarise the new Directors with the Companys business operations. The Directors are given an orientation on the products of the business, group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company. During the year under review, no new Independent Directors were inducted to the Board.

28. COMPLIANCE WITH SECRETARIAL STANDARDS

In terms of Section 118(10) of the Act, the Company is complying with the Secretarial Standards issued by the Institute of Company Secretaries of India and approved by Central Government with respect to Meetings of the Board of Directors and General Meetings.

29. PARTICULARS OF EMPLOYEES AND REMUNERATION

During the period under review, No employee of the Company drew remuneration in excess of the limits specified under the provisions of section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and hence no disclosure is required to be made in the Annual Report.

30. POLICIES AND DISCLOSURE REQUIREMENTS

In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its website http://franklinleasing.in/corporate-info.html .

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

No contracts / arrangements / transactions entered by the Company during the financial year with related parties. Thus Disclosure in form AOC-2 is not required. Further, during the year, the Company had not entered into any contract /arrangement /transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. All related party transactions are placed before the Audit Committee and Board for approval. The details of the related party transactions as required under Indian Accounting Standard (IND-AS) 24 are set out in Note to the financial statements forming part of this Annual Report.

32. LISTING WITH STOCK EXCHANGES

The Company confirms that it has paid the Annual Listing Fees for the year 2024-25 to The SME Platform of BSE Limited where the Companys Shares are listed.

33. PREVENTION OF INSIDER TRADING

As required under the provisions of SEBI (PIT) Regulations, 2015, the Board of Directors has adopted a code of conduct for prevention of Insider Trading. The Code of Conduct is applicable to all the directors and such identified employees of the Company as well as who are expected to have access to unpublished price sensitive information related to the Company. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of Franklin Leasing & Finance Limited.

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

The Company has a policy of zero tolerance for sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under.

The following is the summary of sexual harassment complaints received and disposed during the calendar year.

No. of complaints received:	Nil
No. of complaints disposed off:	Nil

35. RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on arms length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality of related party transactions.

36. CORPORATE GOVERNANCE

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 exempts companies which have listed their specified securities on SME Exchange from compliance with corporate governance provisions. Since the equity share capital of your Company is listed exclusively on the SME Platform of BSE, the Company is exempted from compliance with Corporate Governance requirements, and accordingly the reporting requirements like Corporate Governance Report, Business Responsibility Report etc. are not applicable to the Company.

37. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per rule 8(3) of the companies (Accounts) Rules, 2014 is provided hereunder:

A. Conservation of Energy:

Your Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.

B. Technology Absorption:

1. Research and Development (R&D): NIL

2. Technology absorption, adoption and innovation: NIL

C. Foreign Exchange Earnings and Out Go:

1. Foreign Exchange Earnings: NIL

2. Foreign Exchange Outgo: NIL.

38. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable in the Company.

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

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

40. HUMAN RESOURCES

The Company has established an organization structure that is agile and focused on delivering business results. With regular communication and sustained efforts, it is ensuring that employees are aligned on common objectives and have the right information on business.

41. CAUTIONARY STATEMENT

The statements in this Report, particularly those which relate to Management Discussion and Analysis as explained in a separate Section in this Report, describing the Companys objectives, projections, estimates and expectations may constitute forward looking statements within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

42. ACKNOWLEDGEMENTS

Your Directors would like to express deep sense of appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders and for the devoted service by the Executives, staff and workers of the Company. The Directors express their gratitude towards each one of them.

		For and on behalf of the Board
	Sd/-	Sd/-
Place: New Delhi	Mahesh Kumar Dalmia	Jagannath Jha
Date: 26/08/2024	Executive Director	Executive Director
	DIN No. 09497773	DIN:08943829