shri niwas leasing finance ltd share price Directors report

To,

The Members

Shri Niwas Leasing and Finance Limited

The Directors have pleasure in presenting before you the 38thAnnual Report on the Business and Operations of the Company along with the Audited Financial Statement for the financial year ended 31^st March, 2023.

1. FINANCIAL SUMMARY HIGHLIGHTS:

Financial Result of the Company for the year under review along with the figures for previous year is as follows:

(IN 000)

Particulars	31ST March, 2023	31ST March, 2022
Total Income	3457	2852
Profit/(Loss) before tax	79	1502
Less: Provision for Taxation	-	-
Current Tax	230	386
Previous Year Tax	-	-
Deferred Tax	(22)	(24)
Provision for Income Tax	-	205
Profit/(Loss) after tax	(129)	1344

2. STATE OF COMPANY AFFAIRS:

During the Financial Year 2022-23, the Company has recorded Revenue of 3457/- (In Thousands) The Company has earned Net Loss after Tax of 129 /- (In Thousands). The Directors are optimistic about future performance of the Company.

3. WEB ADDRESS OF ANNUAL RETURN

The Web Address Where Annual Return of the Company for the Financial Year 2022-23 referred in sub-section (3) of Section 92 has been placed is mentioned below: http://shriniwasleasingfinance.in/resource/Share_Holders_Information/Annual-Return.aspx

"SNLFL"- Annual Report_2022-23 Page 23 of 90

4. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of company.

5. SUBSIDIARY/ ASSOCIATE/ JOINT-VENTURE COMPANIES:

The Company does not have any subsidiary/ Associate/ Joint-Venture Company during the Financial Year under review.

6. SHARE CAPITAL:

During the year, there was an Increase in Authorized Share Capital of the company from Rs. 4,00,00,000/- (Rupees Four Crore Only) divided into 40,00,000/- (Forty Lacs only) Equity Shares of Rs. 10/- (Rupee Ten) each to Rs. 44,00,00,000/- (Rupees Forty-Four Crore Only) divided into 4,40,00,000/- (Four Crore Forty Lacs Only) Equity Shares of Rs. 10/- (Rupee Ten) each. The Authorized Share Capital is 44,00,00,000/- and Paid-up Equity Share Capital as on 31^st March, 2023 was 3,99,70,000/-. There was no change in Paid up share capital of the company during the year.

7. DIVIDEND:

As the company kept the profits for investment in better projects it regrets not to recommend any dividend during the year, But the directors are hopeful better result in ensuring future.

8. TRANSFER TO RESERVES:

The Company has not transferred any amount to the General Reserves.

9. NON-ACCEPTANCE OF PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits or any Fixed Deposit during the Financial Year 2022-23 and hence there are no defaults in repayment of amount of principal and interest as on the date of Balance Sheet.

10. CODE OF CONUCT ON SEBI (PIT)

The Company has laid down a code of conduct for all Board members and senior management personnel. The Code of Conduct is available at companys website www.shriniwasleasingfinance.in

11. RBI GUIDELINES:

The Company continues to fulfill all the norms and standards laid down by the Reserve Bank of India for the Non-Banking Financial Company.

12. NBFCREGISTRATION:

The company has been registered with Reserve Bank of India as Non-Banking Finance Company Vide Registration No. 14.00808 dated 20^thMay, 1998.

"SNLFL"- Annual Report_2022-23 Page 24 of 90

13. NON-BANKING FINANCIAL COMPANIES AUDITORS REPORT(RESERVE BANK) DIRECTIONS, 2016:

Pursuant to the Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 2016, a Report from the Statutory Auditors to the Board of Directors has been received by your company. This Report has certified that the Company has certified with all the directions and prudential norms as prescribed under the RBI ACT, 1934.

DISTRIBUTION OF 3997000 EQUITY SHARE CAPITAL AS ON : 31/03/2023
Nominal Value of Each Share: 10 PAN Consolidation
Share or Debenture holding Nominal Value	Number of Shareholders	% to Total Numbers	Share or Debenture holding Amount	% to Total Amount
(Rs.)			(Rs.)
1	2	3	4	5
Up To 5,000	705	73.59	470580.00	1.18
5001 To 10,000	61	6.37	585460.00	1.46
10001 To 20,000	109	11.38	1985220.00	4.97
20001 To 30,000	23	2.40	586780.00	1.47
30001 To 40,000	11	1.15	408540.00	1.02
40001 To 50,000	15	1.57	703790.00	1.76
50001 To 1,00,000	8	0.84	663010.00	1.66
1,00,000 and Above	26	2.71	34566620.00	86.48
Total	958	100.00	39970000.00	100.00

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2022-23, Mr. Vivek Sharma and Mrs. Promila Sharma was appointed as an Additional Non-Executive Independent director of the company on October 13, 2022 subject to the approval of Shareholders, who was regularized by the shareholders on the Extra Ordinary General Meeting held on February 28, 2023.

Mr. Anil and Mr. Deepu Singh, who was appointed as Independent Director had resigned from their directorship, citing personal reasons on 13^th October 2022 and 17^th January 2023 respectively.

After the closure of Financial Year 2022-23, Mr. Virendra Jain, Executive Director of the company had resigned from his designation citing personal reason on 12^th May, 2023.

The detailed profile of the Directors seeking re-appointment is given in the explanatory statement accompanying notice to AGM and additionally in the Corporate Governance Report forming part of the Annual Report.

"SNLFL"- Annual Report_2022-23 Page 25 of 90

During the year under review, no Non-Executive Directors (NEDs) of the Company had any pecuniary relationship or transactions with the Company.

As required under Regulation 34(3) read with Schedule V Para C (10)(i) of LODR, Certificate from the Ms. Parul Agarwal, Practicing Company Secretary that none of the Companys Directors have been debarred or disqualified from being appointed or continuing as directors of Companies, is enclosed as an Annexure to the Corporate Governance Report.

1. DIRECTORS RETIRE BY ROTATION:

In terms of the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Ms. Rajni Tanwar (DIN: 08201251), Managing Director of the Company, is liable to retire by rotation at the ensuring Annual General Meeting and being eligible, offer himself for re-appointment. The Board of Directors recommends his re-appointment.

2. INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. The Independent Directors have submitted their disclosure to the Board that they fulfil all the requirements as to qualify for their appointment as an Independent Director under the provisions of the Companies Act, 2013 as well as SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy for regularization of Independent Director is also placed on Website of the company i.e., http://www.shriniwasleasingfinance.in/ respectively.

During the Year, one (1) Meeting held in the F.Y. 2022-23 on September 16, 2022 of the Independent Directors.

3. DECLARATIONS FROM INDEPENDENT DIRECTORS:

In terms of Section 149 of the Act, Mr. Vivek Sharma and Mrs. Promila Sharma are the Independent Directors of the Company as on March 31, 2023 and also as on date. The Company has received declarations from the Independent Directors to the effect that (a) they fulfil the criteria for independence as laid down under Section 149(6) of the Companies Act, 2013 and the rules framed thereunder, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended upto date ("Listing Regulations") (b) that they have got themselves registered in the data bank for Independent Directors being maintained by the Indian Institute of Corporate Affairs (IICA), of the Ministry of Corporate Affairs, Government of India and their names are included in the data bank maintained by IICA (c) they are not aware of any circumstance or situation, existing or anticipated, which may impact or impair their ability to discharge duties (d) that they have complied with the Code for Independent Director prescribed in Schedule IV to the Companies Act, 2013 which forms a part of the Companys Code of Conduct for Directors and Senior Management Personnel, to which as well, they affirm their compliance.

As required under Regulation 25(7) of SEBI (LODR) Regulations, the Company has programmes for Familiarisation for the Independent Directors about the nature of the Industry, Business model, roles, rights and responsibilities of Independent Directors and other relevant information. As required under Regulation 46(2) (i) of SEBI (LODR) Regulations the details of the Familiarisation Programme for Independent Directors are available at the Companys website.

"SNLFL"- Annual Report_2022-23 Page 26 of 90

4. COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:

The Companys Policy for the appointment of Directors and Key and Senior Managerial Personnel and their Remuneration policy can be accessed on the Companys website at the web-link http://www.shriniwasleasingfinance.in/resource/Share_Holders_Information/Policies.aspx

In seeking to select individuals for induction as directors on the Board of Directors of the Company, the criteria such as qualifications, positive attributes, independence as set out in the aforementioned policy, are strictly adhered to. Additionally, the knowledge, experience and expertise of the incumbent and their relevance to the Company, are other aspects covered by the policy, which are considered.

Remuneration packages for directors, key and senior management personnel, are drawn up in consonance with the tenets as laid down in the Remuneration Policy. Depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged as also the standards prevailing in the industry the concerned individuals get the best possible remuneration packages permissible under the applicable laws, so that the Company gets to retain the best of quality and talent.

5. BOARD EVALUATION:

In compliance with the requirements of the Companies Act, 2013 and the SEBI (LODR) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors.

Pursuant to Schedule II, Part D of LODR, the Nomination and Remuneration Committee has laid down evaluation criteria for performance evaluation of Independent Directors, which is based on attendance, expertise and contribution brought in by the Independent Director at the Board and Committee Meetings, which shall be taken into account at the time of reappointment of Independent Director.

The performance of the Independent Directors was reviewed and evaluated by the entire Board and in such exercise, the director concerned whose performance was being evaluated, did not participate.

Pursuant to Section 134(3)(p) of the Companies Act, 2013, and Regulation 25(4) of LODR, Independent Directors have evaluated the quality, quantity and timeliness of the flow of information between the Management and the Board, Performance of the Board as a whole and its Members and other required matters. The performance of the committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc.

The performance of Non – Executive Directors, the Board as a whole and the Chairman of the Company was evaluated by Independent Directors, after taking into account the views of the Executive Director and Non – Executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors based on criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

"SNLFL"- Annual Report_2022-23 Page 27 of 90

6. KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed there under.

• Ms. Rajni Tanwar, Managing Director
• Ms. Moni, Chief Financial Officer
• Mr. Ravi Kumar Dhakar, Company Secretary

1. COMPANY SECRETARY:

Mr. Ravi Kumar Dhaker, an Associate member of the ICSI, Delhi has been appointed, by the Board of Directors of the Company, as Company Secretary of the Company.

1. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board confirms and submits the Directors Responsibility Statement: -

1. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;
2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year under review;
3. The Directors have taken proper & sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for prevention & detecting fraud & other irregularities;
4. The Directors have prepared the accounts for the year ended 31^stMarch, 2023 on a going concern basis.
5. 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.
6. The directors had devised proper system to ensure compliance with the provision of all applicable laws and that such systems were adequate and operating effectively.
2. MEETINGS :-

A. BOARD MEETINGS

The Board of Directors has duly met Nine (9) times in the Financial Year 2022-23.

The dates on which these meetings were held are 11/05/2022, 02/08/2022, 08/08/2022, 22/08/2022, 01/09/2022, 13/10/2022, 04/01/2023, 17/01/2023 and 21/03/2023. The periodicity between two Board Meetings was within the maximum time gap as prescribed in the SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015 / Companies Act, 2013.

"SNLFL"- Annual Report_2022-23 Page 28 of 90

The composition of the Board of Directors, and their attendance at Board Meetings and last Annual General Meeting is as under:-

Name of director	Designation	Category	Number of board meeting		Attend ance in last AGM
			Held	Attended
Ms. Rajni Tanwar	Managing Director	Executive & Non- Independent	09	09	Yes
Mr. Surendra Kumar Jain	Director	Non-Executive Director	09	09	Yes
Mr. Vivek Sharma	Director	Non-Executive & Independent	03	03	NA
Mr. Promila Sharma	Women Director	Non-Executive & Independent	03	03	NA
Mr. Virendra Jain	Director	Executive Director	09	09	Yes
Mr. Anil	Director	Non-Executive Director	06	06	Yes
Mr. Deepu Singh	Director	Non-Executive & Independent	08	08	Yes

B COMMITTEE MEETINGS

1. AUDIT COMMITTEE:

The Audit Committee comprises four members and more than Two Third of the member of the Committee are Independent Director. The Chairman of the Audit Committee is Independent Director. During the Year Eight (8) Audit Committee Meetings were convened and held.

Meetings of the Committee:

The Committee met (8) times dated on 05/04/2022, 02/06/2022, 06/08/2022, 01/09/2022, 13/10/2022, 04/01/2023, 15/01/2023 and 16/03/2023 during the year ended March 31^st, 2023.

The Minutes of the Meetings of the Audit Committee are discussed and taken note by the board of directors.

The Statutory Auditor, Internal Auditor and Executive Directors are invited to the meeting as and when required.

"SNLFL"- Annual Report_2022-23 Page 29 of 90

The Composition of the Audit Committee and their attendance at the meeting till 31st March, 2023:

Name of Members	Category/Designation	No. of Meetings
		Held	Attended
Mr. Anil	Chairperson till 13/10/2022	05	05
Mr. Deepu Singh	Member till 17/01/2023	07	07
Mr. Vivek Sharma	Chairperson from 13/10/2022	03	03
Mrs. Promila Sharma	Member from 13/10/2022	03	03
Mr. Surendra Kumar Jain	Member	08	08

2. NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises Three (03) Members of which majority of the members of Committee are Independent Director as of now. During the Year Nomination & Remuneration Committee Meetings were convened and held meetings of the Committee:

The Committee met Two times dated on 13/08/2022 and 13/10/2022 during the year ended March 31, 2023.The Minutes of the Meetings of the Nomination & Remuneration Committee are discussed and taken note by the board of directors.

The Composition of the Nomination & Remuneration Committee and their attendance at the meeting:

Name of Members	Category/Designation	No. of Meetings
		Held	Attended
Mr. Anil	Chairperson till 13/10/2022	02	02
Mr. Deepu Singh	Member till 17/01/2023	02	02
Mr. Vivek Sharma	Chairperson from 13/10/2022	0	0
Mrs. Promila Sharma	Member from 13/10/2022	0	0
Mr. Surendra Kumar Jain	Member	02	02

3. STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises Three (3) Members of which majority are Independent Director as of now. During the Year Two (02) Stakeholders Relationship Committee Meetings were convened and held.

"SNLFL"- Annual Report_2022-23 Page 30 of 90

Scope of the Committee:

The scope of the Shareholders/ investors Grievance Committee is to review and address the grievance of the shareholders in respect of share transfers, transmission, non-receipt of annual report, non-receipt of dividend etc., and other related activities. In addition, the Committee also looks into matters which can facilitate better investors services and relations.

Meetings of the Committee:

The Committee met Two (02) time dated on 13/10/2021 and 12/01/2023 during the year ended March 31^st, 2023.

The Minutes of the Meetings of the Stakeholders Relationship Committee are discussed and taken note by the board of directors.

The Composition of the Stakeholders Relationship Committee and their attendance at the meeting:

Name of Members	Category/Designation	No. of Meetings
		Held	Attended
Mr. Anil	Chairperson till 13/10/2022	02	02
Mr. Deepu Singh	Member till 17/01/2023	02	02
Mr. Vivek Sharma	Chairperson from 13/10/2022	0	0
Mrs. Promila Sharma	Member from 13/10/2022	0	0
Mr. Surendra Kumar Jain	Member	02	02

4. RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises Three (03) Members of which majority members of Committee are Independent Director as of now. During the Year Two (02) Risk Management Committee Meetings were convened and held.

Scope of the Committee:

The Committee constituted to understand and assess various kinds of risks associated with the running of business and suggesting/implementing ways and means for eliminating/minimizing risks to the business of the Company and periodic review of the management control procedures/tools used to mitigate such risks.

Meetings of the Committee:

The Committee met Two (02) times dated on 05/05/2022 and 01/11/2022 during the financial year ended March 31, 2023.

The Minutes of the Meetings of the Risk Management Committee are discussed and taken note by the board of directors.

"SNLFL"- Annual Report_2022-23 Page 31 of 90

The Composition of Risk Management Committee and their attendance at the meeting:

Name of Members	Category/Designation	No. of Meetings
		Held	Attended
Mr. Anil	Chairperson till 13/10/2022	01	01
Mr. Deepu Singh	Member till 17/01/2023	02	02
Mr. Vivek Sharma	Chairperson from 13/10/2022	01	01
Mrs. Promila Sharma	Member from 13/10/2022	01	01
Mr. Surendra Kumar Jain	Member	02	02

5. ASSET LIABILITY MANAGEMENT COMMITTEE:

The Asset Liability Management Committee of the Board was comprising Three (3) members of which majority of the members of Committee are Non-Executive Directors as of now

The Asset Liability Management Committee of the Board has been entrusted with the following responsibilities:

• To ensure proper funding and capital planning, management of capital markets risks, profit planning, forecasting and analyzing interest movements etc.
• The ALCO should actively monitor the companys liquidity profile and should have sufficiently broad representation across major internal functions that can be directly influence the companys liquidity risks profile (e.g., lending, investment, securities, wholesale and retail funding).
• The ALCO should ensure that the risk measurement system adequately identifies and quantifies risk exposure.

Meetings of the Committee:

The Committee met One (01) time dated on 22/08/2022 during the Financial Year 2022-23.

The Minutes of the Meetings of the Asset Liability Management Committee are discussed and taken note by the board of directors

The Composition of Asset Liability Management Committee and their attendance at the meeting:

Name of Members	Category/Designation	No. of Meetings
		Held	Attended
Mr. Virendra Jain	Chairperson till 12/05/2023	01	01
Mr. Surendra Kumar Jain	Member	01	01
Mr. Anil	Member till 13/10/2022	01	01
Mr. Vivek Sharma	Member from 13/10/2022	00	00

"SNLFL"- Annual Report_2022-23 Page 32 of 90

1. INVESTMENT COMMITTEE

The Investment Committee of the Board comprised Three (3) members as of now out of which majority of the directors are Non-Executive and one member of the Committee is Independent Director of the company.

Meetings of the Committee:

The Committee met Two (02) time dated on 02/01/2023 and 21/03/2023 during the Year..

The Minutes of the Meetings of the Investment Committee are discussed and taken note by the Board of Directors.

The Composition of Investment Committee and their attendance at the meeting:

Name of Members	Category/Designation	No. of Meetings
		Held	Attended
Mr. Virendra Jain	Chairperson till 12/05/2023	02	02
Mr. Surendra Kumar Jain	Member	02	02
Mr. Anil	Member till 13/10/2022	00	00
Mr. Vivek Sharma	Member from 13/10/2022	02	02

COMPLIANCE OFFICER:

NAME OF THE COMPLIANCE OFFICER	Mr. Ravi Kumar Dhaker (Qualified Company Secretary)
CONTACT DETAILS	47/18, Rajendra Place Metro Station, New Delhi- 110060
E- MAIL ID	shriniwas.limited@gmail.com

1. SHARE HOLDER MEETINGS:

There is only Two Shareholder Meeting i.e., one is AGM (Annual General Meeting) held on Monday, 27^th Day of September, 2022 at 04:00 P.M at through Video Conferencing ("VC")/ Other Audio-Visual Mean (OAVM) and another is EGM (Extra Ordinary General Meeting) held on 28^th Day of February, 2023 at 04:15 P.M at through Video Conferencing ("VC")/ Other Audio-Visual Mean (OAVM).

2. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees and Investment covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

3. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate with the Size of the Company and same were operating throughout the year. The Company has in house Internal Audit Function. Your Directors are of the view that there are adequate policies and procedures in place in the Company so as to ensure:

"SNLFL"- Annual Report_2022-23 Page 33 of 90

1. The maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
2. provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.
4. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The statement containing the top ten employees and the employees drawing remuneration in excess of limit prescribed under Section 197(12) of the Companies Act, 2013 (Act) read with Rule 5(2) &

(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of the report. However, In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the said information on employees particulars. The said statement is also available for inspection at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

5. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to Section 177(9) and (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, Company has established a vigil mechanism and has a whistle blower policy. The policy provides the mechanism for the receipt, retention and treatment of complaints and to protect the confidentiality and anonymity of the stakeholders. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairman of the Audit Committee for redressal. No person has been denied access to the Chairman of the Audit Committee.

The whistle Blower Policy is available on the website of the company i.e., http://www.shriniwasleasingfinance.in/resource/Share_Holders_Information/Policies.aspx

6. GENERAL:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions pertaining to or developments/happenings in respect of such matters, during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme including the stock option schemes in force in the Company.
3. Passing of Material orders by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.
4. Corporate insolvency resolution process initiated or pending of any insolvency proceedings under the insolvency and bankruptcy code, 2016 (IBC)

"SNLFL"- Annual Report_2022-23 Page 34 of 90

1. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Particulars of Contracts or Arrangements with Related Parties for the year 2022-23 is annexed herewith to the Financial Statements in Form No. AOC-2.

2. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, report on Corporate Governance is not applicable as the Company is within the prescribed limit that the Paid-up Share Capital of the Company is 3,99,70,000/- (Rupees Three Crore Ninety- Nine Lakhs Seventy Thousand Only) and Net worth is 3,49,61,103.32 (Rupees Three Crore Forty nine Lakhs Sixty One Thousand One Hundred Three Only) as on 31^stMarch, 2023.

3. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report is applicable to the Company; accordingly, as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section which forms part of the Annual Report under Annexure II.

4. CREDIT RATING:

The Directors are pleased to report that the Company has its membership from all Four RBI authorised CICs i.e., TransUnion Cibil Limited (CIBIL), Equifax Credit Information Services Private Limited (ECIS), Experian Credit Information Company of India Pvt Ltd, and CRIF High Mark Credit Information Services Pvt. Ltd.

5. EXPOSURE TO REAL ESTATE:

The company has exposure in Real Sectors to the tune of Rs. 14,45,630/- in the BEST REALITY (LLP) during the F.Y- 2022-23.

6. AUDITORS:
1. STATUTORY AUDITORS:

M/s Tiwari & Mishra, Chartered Accountants (Firm Registration No. 018393N), Statutory Auditors of the Company, have in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit And Auditors) Rules, 2014, were appointed in the 37^th Annual General Meeting held on September 27, 2022, as the Statutory Auditors of the Company to hold office as such for a term of five years, from the F.Y.- 2022-23 to 2026-27.

The Notes on financial statement referred to in the Auditors Report are self–explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark.

No frauds has been reported by the Statutory Auditor, details of which are required to be disclosed u/s 143(12) of the Act.

However, A Certificate from the Auditors has been received from the Statutory to the effect that their appointment, if made, would be within the limits prescribed under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the proviso to section 139(1), section 141(2) and section 141(3) of the companies Act, 2013, and the provisions of Companies (Audit and Auditors) Rules, 2014.

"SNLFL"- Annual Report_2022-23 Page 35 of 90

• Statutory Auditors Report

The Auditors have given an Audit Report on Financial of 2022-23 and annexed herewith marked as

Annexure- I.

• Statutory Auditors Observations: -

The observations made by Auditors with reference to notes to account are Self-explanatory and need no comments. The Board of Directors considered the matter and seeking to resolve the matter, if any.

1. SECRETARIAL AUDITOR:

The Company has appointed ACS Parul Agrawal, (Company Secretary) as Secretarial Auditors of the Company.

• Secretarial Auditors Report

The Secretarial Audit Report is annexed herewith marked as Annexure- III to this report in Form No. MR-3.

Secretarial Auditors Observations

The Company has duly complied with all the Provisions of Companies Act, 2013, Secretarial Standards, NBFC Regulations, SEBI, LODR, 2015 and other applicable provisions and need no comments.

1. APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Bharat Bhushan as an Internal Auditor of the Company for the F.Y. 2022-23.

• Internal Auditors Report & Observations

Mr. Bharat Bhushan placed the internal audit report to the Board of Directors.

• Internal Auditors Observations

Internal audit report self-explanatory and need no comments.

1. MAINTENANCE OF COST RECORDS- Not Applicable

Maintenance of Cost Audit Records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 is not applicable to the Company and accordingly such accounts and records are not required to be made and maintained. Also Cost Audit is not applicable to the Company.

2. ENHANCING SHAREHOLDER VALUE:

Your Company firmly believes that its success in the market place and a good reputation is among the primary determination of value to the shareholders. For this purpose, the Management has listed its shares on BSE Limited having nationwide trading platform.

3. PARTICULARS OF EMPLOYEES

Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The information required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of managerial personnel) Rules, 2014 as amended, has been furnished herein below.

"SNLFL"- Annual Report_2022-23 Page 36 of 90

The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2022-23, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2022-23 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. No	Name of Director/KMP and Designation	% Increase in Remuneration in the Financial Year 2022-23	Ratio of Remuneration of each Director / to Median Remuneration of Employees
1.	Ms. Rajni Tanwar, Managing Director	-	-
2.	Mr. Surendra Kumar Jain, Director	-	-
3.	Mr. Vivek Sharma, Director	-	-
4	Mrs. Promila Sharma, Director	-	-
5	Mr. Virendra Jain, Director	-	-
6	Ms. Moni, Chief Financial Officer	-	-
7	Mr. Ravi Kumar Dhaker, Company Secretary	-	-

Note: Sitting fees paid to Independent Directors and Non-executive director are not getting any kind of salary or fees. Hence not included in the above table.

The remuneration has been paid on pro-rata basis for those who served for only part of financial year 2022-23.

• The percentage increase in remuneration of each director CFO, CEO, Company Secretary or Manager, if any, in the financial year 2022-23: NIL
• Percentage increase in median remuneration of employees in the financial year: NIL
• The number of permanent employees on the rolls of the company as on 31^st March, 2023 is 5.
• Affirmation that the remuneration is as per the remuneration policy of the company:

Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel and senior management is as per the Remuneration Policy of your Company.

None of the employee was drawing in excess of the limits by the Companies Act, 2013 and rules made there under which needs to be disclosed in the Directors Report.

1. DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equity shares. The ISIN INE201F01015 has been allotted for the Company. Therefore, investors may keep their shareholding in the electronic mode with their Depository Participates 88.99% of the Companys Paid-up Share Capital is in dematerialized form as on 31^st March, 2023 and balance 11.01% is in physical form.

2. LISTING OF SHARES:

The Company has got listed 3,99,70,000 Equity Shares of INR 10/- each on Bombay Stock Exchange (BSE). There has been no change in listing of shares.

"SNLFL"- Annual Report_2022-23 Page 37 of 90

3. HEALTH, SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. The Company has been complying with the relevant laws and has been taking all necessary measures to protect the environment and maximize worker protection and safety.

4. HUMAN RESOURCES:

People remain the most valuable asset of your Company. Your Company follows a policy of building strong teams of talented professionals. Your Company continues to build on its capabilities in getting the right talent to support different products and geographies and is taking effective steps to retain the talent. It has built an open, transparent and meritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept a sharp focus on Employee Engagement. The Companys Human Resources is commensurate with the size, nature and operations of the Company.

5. DISCLOSURE OF FRAUDS IN THE BOARDS REPORT UNDER SECTION 143 OF THE COMPANIES ACT, 2013:

During the year, your directors do not observe any transactions which could result in a fraud. Your Directors hereby declares that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2022-23.

6. COMPLIANCE

The Company has complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the Ministry of Corporate Affairs (MCA), Stock Exchange(s), Securities and Exchange Board of India (SEBI), Reserve Bank of India etc.

The Company has complied with all applicable provisions of the Companies Act, 2013, Listing Agreement executed with the Stock Exchange(s), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable rules/regulations/guidelines issued from time to time.

7. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standards specified by the Institute of Company Secretaries of India on April 10, 2015, the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) came into effect from July 01, 2015. Thereafter, Secretarial Standards were revised with effect from October 01, 2017. The Company is in compliance with the Secretarial Standards.

8. SEXUALHARASSMENTOFWOMENATWORKPLACE(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The policy is available on the website of the company i.e. www.shriniwasleasingfinance.in. The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23.

No of complaints received : NIL No of complaints disposed off. : N.A.

"SNLFL"- Annual Report_2022-23 Page 38 of 90

9. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

In compliance with Regulation 21(2) of the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 as amended upto date, pursuant to the recent amendment in such regulations notified by SEBI on May 5, 2021, a Risk Management Committee was constituted by the Board of Directors comprising of Mr. Vivek Sharma, Chairman, Mrs. Promila Sharma and Mr. Surendra Kumar Jain, are the members of Risk Management Committee as on 31^st March, 2023 and after the closure of financial year 2022-23, Ms. Rajni Tanwar was appointed as the Chairman in place of Mr. Vivek Sharma, to oversee implementation of the Risk Management Policy in force in the Company, and monitor and evaluate risks, basis appropriate methodology, processes and systems.

All the members of the Risk Management Committee are Non-Executive Directors of the company and majority of the directors of the Risk Management Committee are Independent Director of the Company. The Risk Management Policy is in force and application in the Company, has been drawn up based on a detailed assessment of the operational risks, risks associated with related business in India, in general and the business of the Company in particular. The Risk management Policy also covers the risks related to the Company assets and property, the risks which the employees of the Company may get exposed to, the risks arising out of non -compliance if any, with the provisions of and requirements laid down under various applicable statutes, Foreign Exchange related risks, risks which could emanate from business competition, contractual risks etc.

The assets of the Company are adequately insured against the loss of fire, riot, earthquake, terrorism, loss of profits, etc. other risks which considered necessary by the management. The Company has been addressing the various risks impacting the Company and policy of the Company on risk management is continuously reviewed by the Management of the Company. Management Discussion and Analysis Report which forms part of the Annual Report identifies key risks, which can affect the performance of the Company. The policy has been uploaded on the website of the Company.

10. 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.

11. DETAILS OF CRYPTO / VIRTUAL CURRENCY

There were no Transaction and Financial Dealing in Crypto / Virtual Currency during the Financial

Year 2022-23.

12. 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

Apart from the information provided/disclosures made elsewhere in the Directors Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, occurred between the end of the Financial year of the Company i.e. March 31, 2023 till date of this Report.

13. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the company.

"SNLFL"- Annual Report_2022-23 Page 39 of 90

14. CAPITAL FUND TO RISK WEIGHTED ASSETS:

Percentage to capital funds to risk weighted assets/exposures:

PARTICULARS	IN %
Tier-I Capital	165.14
Tier-II Capital	0.34
Total	165.48

15. CONSERVATIONOFENERGY,TECHNOLOGYABSORPTION,FOREIGN EXCHANGE EARNINGS & OUTGO:

The information pertaining to conservation of energy, technology absorption, foreign exchange Earnings and outgo as required under Section 134(3) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished.

1. Conservation of energy:

Steps taken / impact on conservation of energy, with special reference to the following: NIL

Steps taken for utilizing alternate sources of energy including waste generated: NIL

2. Technology absorption:

Efforts, in brief, made towards technology absorption. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.

The Company has not taken any technical knowhow from anyone and hence not applicable. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished:

The Company has not imported any technology and hence not applicable.

Expenditure incurred on Research and Development: The Company has not incurred any expenditure on research and development.

3. Foreign Exchange Earnings/ Outgo:

Foreign Exchange Earnings and Outgoings	31st March, 2023	31st March, 2022
Earnings in Foreign Currency (FOB Value of exports)	NIL	NIL
Expenditure in Foreign Currency	NIL	NIL

1. DETAILS OF APPLICATION MADE FOR OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016.

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

2. GREEN INITIATIVES:

This year too, Annual Report and the notice of the 38^th Annual General meeting of the Company are being sent to all members electronically, at their registered e-mail ids as made available to the Company or its Registrar and Transfer Agent, Skyline Financial Services Pvt. Ltd.

"SNLFL"- Annual Report_2022-23 Page 40 of 90

The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions sent forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice.

Furthermore, in compliance with the conditions and the related procedure laid down in the MCA Circulars, the meeting and the voting thereat shall take place in the manner so laid down.

3. 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.

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers, Customers, Dealers, and Vendors for their valuable support and assistance.

The Directors wish to place on record their appreciation of the commendable work done, dedication and sincerity by all the employees of the Company at all levels during the year under review.

The Company will make every effort to meet the aspirations of its shareholders and wish to sincerely thank them for their whole hearted co-operation and support at all times.

FOR AND ON BEHALF OF BOARD OF DIRECTORS SHRI NIWAS LEASING AND FINANCE LIMITED

	Rajni Tanwar	Surendra Kumar Jain
DATE: 21/08/2023	Managing Director	Director
PLACE: NEW DELHI	DIN: 08201251	DIN: 00530035