Voltaire Leasing & Finance Ltd Management Discussions.

Your Directors have pleasure in presenting the Management Discussion and Analysis report for the year ended on 31st March 2019. FORWARD-LOOKING STATEMENTS: This report contains forward-looking statements based on certain assumptions and expectations of future events. The Company, therefore, cannot guarantee that these assumptions and expectations are accurate or will be realised. The Companys actual results, performance or achievements can thus differ materially from those projected in any such forward-looking statements. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements, on the basis of any subsequent developments, information or events.

FUTURE PROSPECTUS

The Future prospectus for the Indian markets looks extremely promising in the current backdrop of events in Global markets. The euphoria in other emerging markets is likely to settle down soon as earnings have failed to catch up with the specular rise in stock process. GDP growth of India is set to be around 6-7% for FY 2019 and is expected to improve higher with the stable and formidable government formation. The inflation rate is under control now at less than 4% and RBI is now targeting growth oriented monetary policies with infusion of strong liquidity. With European markets not performing as per expectations, Indian equity markets are looking attractively valued. The management is confident of a strong year ahead for the Indian Equity market. This will augur well for the performance of your company, which largely depends on the direction of the Stock Markets.

BUSINESS RISK MANAGEMENT

The Company is functioning under the dynamic leadership and guidance of the experienced CFO and MD and hence the risk connected with the investments in equity market will be balanced.

HUMAN RESOURCES VIS--VIS INDUSTRIAL RELATIONS:

The Company values and appreciates the dedication and drive with which its employees have contributed towards improved performance during the year under review. The industrial relations with staff and officers are cordial during the year under review. All issues pertaining to staff matters are resolved in harmonious and cordial manner.

PERFORMANCE:

The income of brokerage & commission constitutes the income from retail clients, HNI ect. Such income is driven principally by the numbers of active clients, market volume and underlying share price movement. Total Gross Revenue form operation for the year was Rs. 500.60 Lakhs in comparison to previous financial year figures of Rs. 613.02. The company has registered Net Profit/(Loss) before Tax for the year was of Rs. (513.25) Lakhs in comparison to Previous Financial Year Rs 11.51 Lakhs. In this regards the company has drawn detailed plans to improve the performance by increasing the revenue stream by initiating and continuing to expand the suite of products and enhance the customers base of retail clients, HNIs and corporates.

SEGMENT-WISE PERFORMANCE:

The Company is into trading in Securities which is the only operating segment of the company.

CAUTIONARY STATEMENT:

Statements in the Management Discussion and Analysis describing the Companys objectives, projections, estimates and expectations may be ‘forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand/supply and price conditions in the domestic and overseas markets in which the Company operate

For Voltaire Leasing & Finance Limited
Alok Kuamr Bahera
Place: Mumbai Managing Director
Date: May 28, 2019

Annexure VII

Secretarial compliance report of VOLTAIRE LEASING & FINANCE LIMITED

For the year ended 31st March 2019

We have examined:

(a) all the documents and records made available to us and explanation provided by Voltaire Leasing & Finance Limited ("the listed entity"),

(b) the filings/ submissions made by the listed entity to the stock exchanges,

(c) website of the listed entity,

(d) any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended 31st March 2019 ("Review Period) in respect of compliance with the provisions of:

(a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

The specific Regulations, whose provisions and the circulars/ guidelines issued thereunder, have been examined, include: -

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;

(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(d) Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018;

(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014;

(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(g) Securities and Exchange Board of India (Issue and Listing of Non- Convertible and Redeemable Preference Shares) Regulations,2013;

(h) Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(j) The Depositories Act, 1996 and the Regulations and bye-laws framed there under;

(k) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment;

(l) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993, regarding the Companies Act and dealing with client;

(m) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and

(n) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; and circulars/ guidelines issued thereunder; and based on the above examination, I/We hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below: -

Compliance Requirement (Regulations/ circulars / guidelines including specific clause) Deviations Observations/ Remarks of the Practicing Company Secretary
1 Not Any Not any Not Any

a) The listed entity has maintained proper records under the provisions of the above Regulations and circulars/ guidelines issued thereunder in so far as it appears from my/our examination of those records.

b) The following are the details of actions taken against the listed entity/ its promoters/ directors/ material subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/guidelines issued thereunder:

Action Details of taken by violation Details of action taken E.g. fines, warning letter, debarment, etc. Observations/ remarks of the Practicing Company Secretary, if any.
1. Not any Not Any Not Any Not any

a) The listed entity has taken the following actions to comply with the observations made in previous reports:

Observations of the Practicing Company Secretary in the previous reports Observations made in the secretarial compliance report for the year ended March 2019 (The years are to be mentioned) Actions taken by the listed entity, if any Comments of the Practicing Company Secretary on the actions taken by the listed entity
1. Not any Not any Not Any Not Any

Sd/-

KRITI DAGA

Practicing Company Secretaries

ACS No. A26425, C. P. No. 14023

Place: Kolkata

Date: May 28, 2019