helpage finlease ltd Directors report

The Board of Directors of your Company, after considering the relevant circumstances has decided that it would be prudent, not to recommend any dividend for the year under review.

The Company has not accepted any public deposits during the year under review and it continues to be a non-deposit taking Non-Banking Financial Company in conformity with the guidelines of the Reserve Bank of India and the Companies (Acceptance of Deposits) Rules, 2014.

During the year under review, your Company achieved a turnover of INR 2,79,71,900/- as against INR 2,86,04,131/- in the previous year. The profit before tax stands at INR 81,33,981/- as against INR 89,82,335/- in the previous year.

The Company proposes to transfer INR 12,00,000/- (Rupees Twelve Lakh only) to the General Reserve out of the amount available for appropriation.

There is no change in the authorized share capital of the Company during the year. The Authorized Share Capital of the Company is Rs. 11,00,00,000/- (Rupees Eleven Crore only) divided into 1,10,00,000 (One Crore Ten lakh only) equity shares of Rs. 10/- each for the year ended 31^st March, 2023.

ii. Issue, Subscribed and paid-up capital:

There is no change in the subscribed share capital of the Company during the year. The paid-up share capital of the Company is Rs. 9,94,75,000/- (Rupees Nine Crore Ninety-Four Lakh Seventy-Five Thousand only) divided into 99,47,500 (Ninety-Nine lakh Forty-Seven Thousand Five Hundred only) equity shares of Rs. 10/- each for the year ended 31^st March, 2023.

b) Buy back of securities

The Company has not bought back any of its securities during the year under review.

c) Bonus Shares

No bonus shares were issued during the year under review.

d) Issue of Equity Shares under ESOP

No Equity shares under ESOP shares were issued during the year under review.

The Composition of Board of Directors of the Company is in conformity with the provisions of the Companies Act, 2013 (“the Act”) and the Listing Regulations, as amended from time to time.

The Board of Directors at present comprises of 4 Directors out of which 2 Directors are Independent Directors. The Board’s actions and decisions are aligned with the Company’s best interests. It is committed to the goal of sustainably elevating the Company’s value creation. The Board critically evaluates the Company’s strategic direction, management policies and their effectiveness.

ii. Retirement by Rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013, Ms. Ananyaa Pandey retires by rotation at this Annual General Meeting and being eligible, has offered herself for re-appointment. The Board recommends her re-appointment.

The brief profile of Ms. Ananyaa Pandey, director who is to be re-appointed form part of the notes and explanatory statement to the notice of the ensuing Annual General Meeting.

iii. Appointment and Cessation:

On the recommendation of Nomination & Remuneration Committee, the Board recommends the appointment of Mr. Sushil Kumar as an Independent Director for another terms of five years. Mr. Sushil Kumar is having an experience of more than a decade in finance Industry and also possesses requisite qualifications, experience, expertise, proficiency and holds high standards of integrity.

In terms of Sections 149, 152 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and considering his contribution towards the growth of the Company, the Board of Directors in its meeting held on 18th May, 2023 has re-appointed Mr. Sushil Kumar as an Independent Director of the Company for second term, subject to the members’ approval in the ensuing Annual general Meeting, to hold office till the conclusion of 46th Annual General Meeting to be held in the year 2028. The Company has also received a notice in writing under section 160 of the Act proposing his appointment as an Independent Director and being eligible offers himself for reappointment.

iv. Statement on declaration given by Independent Directors

The Board of the Company consist of two Independent Directors and all the Independent Directors have given the declaration that they meet the criteria of Independence as provided in section 149 (6) of the Companies Act 2013.

In compliance with Schedule IV to the Companies Act, 2013 and regulation 25(3) of the SEBI Listing Regulations, 2015, the Independent Directors held their separate meeting on 28^th October, 2022 without the attendance of non-independent directors and members of Management, inter alia, to discuss the following:

I. review the performance of non-independent directors and the Board as a whole;

II. review the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors; III.assess 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.

v. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulation, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and other Committees. The manner in which the evaluation has been carried out explained hereunder:

The evaluations are based on questionnaire prepared which assessed the performance of the Board on select parameters related to roles, responsibilities and obligations of the Board and functioning of the Committees including 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 its duties. The evaluation criteria for the Directors were based on their participation, contribution and offering guidance to and understanding of the areas which are relevant to them in their capacity as members of the Board.

vi. Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The objective and broad framework of the Remuneration Policy is to consider and determine the remuneration, based on the fundamental principles of payment for performance, for potential, and for growth. The Remuneration Policy reflects on certain guiding principles of the Company such as aligning remuneration with the long-term interests of the Company and its shareholders, promoting a culture of meritocracy and creating a linkage to corporate and individual performance, and emphasizing on professional competence and market competitiveness so as to attract the best talent. It also ensures the effective recognition of performance and encourages a focus on achieving superior operational results.

The Nomination and Remuneration Committee recommends the remuneration of Directors and Key Managerial Personnel, which is then approved by the Board of Directors, subject to the approval of shareholders, wherever necessary. The level and composition of remuneration shall be reasonable and sufficient to attract, retain and motivate the directors, key managerial personnel and other employees of the Company required running the Company successfully.

vii. Meetings of the Board

During the financial year 2022-23, the Board met seven (7) times: 27.05.2022, 18.07.2022, 12.08.2022, 04.11.2022, 20.12.2022, 24.01.2023, 08.02.2023. The necessary quorum was present through the meetings.

Each Director informs the Company on an annual basis about the Board and Board Committee positions he occupies in other companies including Chairmanships and notifies changes during the term of their directorship in the Company. None of the Directors on the Board are Members of more than ten Committees or Chairman of more than five Committees across all the public companies in which they are Directors. Other directorships do not include alternate directorships and companies incorporated outside India. Chairmanships / Memberships of Board Committees include only Audit and Stakeholders Relationship Committees.

B. Key Managerial Personnel

The Details of Key Managerial Personnel of the Company are mentioned below:

Mr. Sidharth Goyal, Managing Director & Chief Financial Officer.

Ms. Megha Dhruv (M. No. A67545), Company Secretary & Compliance Officer

Ms. Pooja Gupta (ACS 42583), Company Secretary & Compliance Officer and KMP of the Company has resigned from her post as Company Secretary and Compliance Officer w.e.f. 5^th November, 2022.

Based on the recommendation of the Nomination and Remuneration Committee, Ms. Megha Dhruv (ACS-67545) a qualified Company Secretary was appointed by the Board of Directors as the Company Secretary & Compliance Officer and KMP of the Company w.e.f. 7^th November, 2022.

Pursuant to Section 134(5) of the Companies Act, 2013 you’re Directors confirm the following:

that in the preparation of the Annual Accounts for the year ended 31^st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures;

that the directors have selected such accounting policies and applied them consistently and made judgement 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.

that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

that the directors have prepared the annual accounts on a going concern basis.

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.

that the systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. Committees of Board of Directors

The Board has constituted the Committees of the Board with specific terms of reference as per the requirements of the SEBI Listing Regulations and the Companies Act, 2013.

A. Audit Committee

B. Nomination and Remuneration Committee C. Risk Management Committee D. Stakeholders Relationship Committee

The Board is responsible for constituting, assigning, co-opting and fixing the terms of reference for members of various committees.

A. Audit Committee Composition

The Board has set up qualified and Independent Audit Committee in compliance with the requirements of Regulation 18 of SEBI Listing Regulations read with Section 177 of the Act. During the period under review, the Board of Directors of the Company accepted all the recommendations of the Audit Committee.

During the financial year under review, the Audit Committee met 4 times: 27.05.2022, 12.08.2022, 04.11.2022, 08.02.2023.

Terms of reference

The Audit Committee has been constituted pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI Listing Regulation. The Audit Committee reviews the financial accounting policies, adequacy of internal control systems and interacts with the statutory auditors. Besides, the Committee reviews the observations of the management and internal/ external auditors, interim and annual financial results, Management discussion and analysis of financial condition and results of operations, and related party transactions. The other roles of Audit Committee, inter- alia includes the following:

i. the recommendation for appointment, remuneration and terms of appointment of auditors of the company; ii. review and monitor the auditor’s independence and performance, and effectiveness of audit process; iii. examination of the financial statement and the auditors’ report thereon; iv. approval or any subsequent modification of transactions of the company with related parties; v. scrutiny of inter-corporate loans and investments; vi. valuation of undertakings or assets of the company, wherever it is necessary; vii. evaluation of internal financial controls and risk management systems; viii. monitoring the end use of funds raised through public offers and related matters.

B. Nomination and Remuneration Committee

Composition

The Nomination and Remuneration Committee has been constituted pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulation. The Company complies with the provisions relating to the Nomination and Remuneration Committee in terms of Regulation 19 of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 as well as in terms of the provisions of Section 178 of the Companies Act, 2013.

As on 31.03.2023, the Nomination and Remuneration Committee consists of three Non-Executive Directors.

The Company Secretary acts as the Secretary of the committee.

During the year under review, the Nomination & Remuneration Committee met 1 time: 28.10.2022.

C. Risk Management Committee

The Board has constituted the Risk Management Committee as per the requirements of the Companies Act, 2013 along with applicable Rules and requirements of the Listing Regulations.

The Risk Management Committee lays down procedures: a. To inform Board members about the risk assessment and minimization procedures. b. Framing, implementing and monitoring the risk management plan for the company. c. Any other matter that may be entrusted to the Committee by the Board.

The frequency, agenda, duration, etc., for meetings of Risk Management Committee shall be as set by the Chairman of the Committee. The Company has established effective risk assessment and minimization procedures, which are reviewed by the board periodically. The procedures comprise of an in-house exercise on Risk Management, carried out periodically by the Company, including the functioning of a structure to identify and mitigate various risks faced by the Company from time to time.

The Company Secretary acts as the Secretary of the committee.

The structure also comprises of risk identification and assessment by the concerned departments, identification of controls in place/ mitigation process in place, updating of risk registers by various departments if required. These reports are consolidated and presented by the Chairman, to the Board of the Company. Your Company adopts the methods and process to assess and analyze risk holistically, identifies all compliance requirements and proactively develops measures to comply with such requirements. Your Company by identifying and proactively addressing risks and opportunities, protects and creates value for stakeholders, including owners, employees, customers, regulators, and society overall. A detailed report on risk management is provided herewith in this Annual Report.

During the year under review, the Risk Management Committee met 1 time: 03.11.2022.

D. Stakeholders Relationship Committee

The Board has constituted the Shareholders/Investors Grievance Committee as per the provision of section 178 of Chapter XII of Companies Act-2013 and as per Regulation 20 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to specifically look into the redressal of Shareholders complaints.

Composition

The Company Secretary acts as the Secretary of the committee.

During the year under review, the Stakeholders Relationship Committee met one time: 03.11.2022.

There were no investor’s complaints pending as on 31^st March, 2023.

11. Meeting of Independent Directors

The Independent Directors of the Company have met separately on 28^th October, 2022 interalia, reviewed the performance of the Chairman, Non-Independent Directors and Manager. The Independent Directors in the said meeting also assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board to effectively and reasonably perform its duties.

12. Accounting treatment in preparation of financial statements

The guidelines/ accounting standards laid down by the Institute of Chartered Accountants of India (ICAI) and prescribed under Section 133 of the Companies Act, 2013 have been followed in preparation of the financial statements of the Company in all material respects.

13. Risk Management

Your Company has laid down procedure to inform Board Members about the risk assessment and minimization procedures. These procedures are being periodically reviewed to ensure that management controls risk through the means of properly defined framework of the Company.

14. Particulars of Loans, Guarantees given and Investments made by the Company

The information related to Loans, Guarantees given and Investments made by the Company covered under the provisions of Section 186 of the Companies Act, 2013 and Companies (Meetings of Board and its Power) Rules, 2014 are given in the notes to the Financial Statements.

15. Corporate Social Responsibility (CSR)

In terms of the Section 135 of Companies Act, 2013, the provisions of Corporate Social Responsibility (CSR) shall not apply.

16. Vigil Mechanism

The Company has adopted Vigil Mechanism policy with a view to provide a mechanism for the directors and employees of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) and (10) of the Companies Act, 2013.

17. Compliance Officer

Ms. Megha Dhruv, Company Secretary, is the Compliance Officer of the Company and can be contacted at: Helpage Finlease Limited, S-191/c, 3rd Floor, Manak Complex, School Block, Shakarpur, Delhi-110092 E-mail: info@helpagefinlease.com. Complaints or queries relating to the Shares can be forwarded to the Company’s Registrar and Transfer Agents - M/s Beetal Financial Computer Services Private Limited at beetalrta@gmail.com.

18. Auditors

i. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and Companies (Audit and Auditors), Rules, 2014, M/s. R. C. Agarwal & Co., Chartered Accountants (Firm Registration No. 003175N) were appointed as Statutory Auditors of the Company, for a period of five years, to hold office from the conclusion of 40^th Annual General Meeting until the conclusion of 45^th Annual General Meeting at such remuneration as may be mutually agreed.

ii. Reporting of frauds by Auditors

As per provision of Section 143 (12) of the Companies Act, 2013, the Statutory Auditor has not reported any instances of fraud by the Company, by its officers or employees.

iii. Explanations or comments of the board on every qualification, reservation or adverse remark made by the auditor in his report.

There are no qualifications, reservations or adverse remarks made by the Auditors in their report. However, the auditor advice to comply as per the requirements of the law and maintain the records as per the provisions of the Companies Act, 2013.

iv. Audit Observations

Auditors’ observations are suitably explained in notes to the Accounts and are self- explanatory.

v. Secretarial Auditor

In pursuant to the provisions of Section 204 of the Companies Act, 2013 and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Divya Rani, Practicing Company Secretary (CP No.: 26426, ACS: 64841) to undertake the Secretarial Audit of the Company for the F.Y. 2022-2023. The Report of the Secretarial Audit is annexed as “Annexure- I”. vi. Secretarial Audit Report

There are no qualifications, reservations or adverse remarks made by Ms. Divya Rani, Practicing Company Secretary in their report for the financial year ended 31^st March, 2023.

vii. Internal Auditor

M/s Manoj Rajput & Co., Chartered Accountants (FRN: 037750N) was appointed as the Internal Auditors of the company for the Financial Year 2022-23, who is responsible for performance of duties as internal auditors of the company and their report will be reviewed by the audit committee from time to time.

19. Extract of the Annual Return

The Annual Return of the Company as on March 31, 2023 is available on the Company’s website and can be accessed at https://www.helpagefinlease.com/annual-reports/Form_MGT_7.pdf.

20. Particulars of Employees

The information required under Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975 and the ratio of Remuneration of Each Director, Chief Financial Officer, Company Secretary of the Company for the FY 2022-2023 is enclosed as “Annexure-II”.

21. Related Party Transaction

During the financial year, all contracts/arrangements/transactions entered by the Company with its related parties were in ordinary course of business and on arms’ length basis and thus the provisions of Section 188 of the Companies Act, 2013 and the rules made there under are not attracted.

In this regard, the materially significant related party transactions, if any made by the Company with Related Parties are in compliance with Section 188 (1) and Section 134 (3)(h) read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 of the Companies Act, 2013.

Further, the disclosure in form AOC-2 as provided in terms of section 134 of the Companies Act, 2013 is enclosed as “Annexure-III”.

22. Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo

The Company has not engaged in any manufacturing activity and thus its operations are not energy intensive. However, adequate measures are always taken to ensure optimum utilization and maximum possible saving of energy.

There were no Foreign Exchange earnings and outgo during the financial year.

23. Management Discussion and Analysis Report

Management Discussion and Analysis Report is provided as a separate section in the annual report. The Report Management Discussion and Analysis is annexed as “Annexure IV”.

24. Internal Control System and Compliance Framework

The Company possesses adequate internal controls to ensure that all assets are protected against loss from unauthorized use or disposition and that all transactions are authorized, recorded and reported correctly. An efficient Internal Audit department monitors adherence to these controls. Statutory auditors also present their suggestions to the appropriate committees of directors for improvements in control and compliance.

25. Significant and Material Orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

26. Disclosure about the applicability of Cost Audit specified by the central government under section 148 of the Companies Act, 2013.

The provision of the section 148 of the Companies’ act, 2013 read with Rules 14 of the Companies (Audit & Auditors) rules, 2014 is not applicable to the company.

27. Statement pursuant to Listing agreements:

The Companys securities are listed with Bombay Stock Exchange (BSE) Limited. The Annual Listing Fees for the year 2022-2023 has been paid by the Company in time and there were no arrears reported for the year under review.

28. Listing Obligation and disclosure requirements

In Pursuant to Regulation 34 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, declaration regarding Non applicability of Corporate Governance Report and Managing Director’s declaration confirming compliance with the Code of Conduct has been made part of this report.

29. RBI Compliances

The Company is doing its business in conformity with the guidelines issued by RBI from time to time related to NBFC’s.

30. Compliance with the Secretarial Standards:

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

31. General Disclosures

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

32. Acknowledgement

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other Business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by all executives officers and staff at all levels of the Company. We look forward for the continued support of every stakeholder in the future.

The Company operates only in a single segment of Business and as such no separate segment reporting is required.

By the order of Board