To,
The Shareholders,
Shri Niwas Leasing and Finance Limited
Your directors have pleasure in presenting the 40th Annual Report of Shri
Niwas Leasing and Finance Limited ("your Company/the Company") together with the
Audited financial statements of the year ended March 31, 2025. The Company is registered
with the Reserve Bank of India ("RBI") as a Non-Systemically Important
Non-Banking Financial Company ("NBFC") not accepting public deposits
(NBFC-ND-NSI).
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
In compliance with the applicable provisions of the Companies Act, 2013, ("the
Act"), the Securities and Exchange Board of India ("SEBI") (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), this Board's Report is prepared based on the standalone financial
statements of the Company for the year under review.
The highlights of Financial Results on Standalone basis for the Financial Year ended on
March 31, 2025 are as follows:
(IN 000)
Particulars |
31ST March, 2025 |
31ST March, 2024 |
| Total Income |
62.45 |
47. 27 |
| Total Expenses |
116422.88- |
183.10 |
| Profit/(Loss) before tax |
116360.43 |
(135.94) |
| Less: Provision for Taxation |
|
- |
| Current Tax |
|
- |
| Previous Year Tax |
|
- |
| Deferred Tax |
0.13 |
0.12 |
| Provision for Income Tax |
|
- |
| Profit/(Loss) after tax |
(116360.56) |
(135.94) |
Note: The above figures are extracted from the Standalone Annual financial
statements of the Company as per Indian Accounting Standards (Ind AS).
1. OPERATIONS REVIEW- STANDALONE
Your Company has earned Income from Operation and Profit before Tax aggregated to Lacs
62.45 and (116360.43) Lacs during the current year, respectively as compared to Income
47.27 Lacs and Profit/(Loss) before tax (135.82) Lacs during the previous year.
2. ACCOUNTING METHOD
NBFCs were required to comply with the Indian Accounting Standards (IND-AS) for the
preparation of the Financial Statements. Accordingly, the annual financial statements for
the year ended March 31, 2025 are prepared as per IND-AS.
3. STATE OF COMPANY'S AFFAIRS
Discussion on state of Company's affairs has been covered as part of the Management
Discussion and Analysis. Management Discussion and Analysis for the year under review, as
stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is presented in a separate section forming part of this Annual Report.
4. WEB ADDRESS OF ANNUAL RETURN
The Web Address Where Annual Return of the Company for the Financial Year 2024-25
referred in sub-section (3) of Section 92 has been placed is mentioned below:
http://shriniwasleasingfinance.in/resource/Share_Holders_Information/Annual-Return.aspx
5. CHANGE IN NATURE OF BUSINESS:
There was no change in the nature of business of company.
6. SUBSIDIARY/ ASSOCIATE/ JOINT-VENTURE COMPANIES:
The Company does not have any subsidiary/ Associate/ Joint-Venture Company during the
Financial Year under review.
7. SHARE CAPITAL:
During the year, Authorized Share Capital of the company 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 31st
March, 2025 was 3,99,70,000/-.
8. 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.
9. TRANSFER TO RESERVES:
During the year, Our Company has in accordance with the provisions of Section 45-IC of
the Reserve Bank of India (RBI) Act, 1934, not created a Reserve Fund due to Losses.
10. LISTING INFORMATION
The Company's Share are Listed with BSE Limited, Mumbai. Your Company has paid the
Annual Listing Fee up to date and there are no arrears. The BSE have nation-wide trading
terminals and therefore provide full liquidity to the investors.
11. NON-ACCEPTANCE OF PUBLIC DEPOSITS:
The Company has not accepted any Public Deposits or any Fixed Deposit during the
Financial Year 2024-25 and hence there are no defaults in repayment of amount of principal
and interest as on the date of Balance Sheet.
12. POLICIES
? Anti-Sexual Harassment Policy
? Familiarization programme for independent directors
? Policy on preservation of documents
? Related party transactions policy
? Remuneration policy ? Fair Practice Code
? Fit & Proper Director Policy
? Corporate Governance Policy
? ALM Policy
? Grievance Redressal Mechanism Policy
? Vigil mechanism whistle blower policy
? Policy on determine material event
The details of the Policy are available on the website of the Company at
https://www.shriniwasleasingfinance.in/resource/Share_Holders_Information/Policies.aspx
13. 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 company's website
www.shriniwasleasingfinance.in
14. RBI GUIDELINES:
The Company continues to fulfill the Directions, norms and standards laid down by the
Reserve Bank of India for the Non-Banking Financial Company.
15. NBFC REGISTRATION:
The company has been registered with Reserve Bank of India as Non-Banking Finance
Company Vide Registration No. 14.00808 dated 20th May, 1998. Your Company is
categorized as a Non-Systemically Important Non-Banking Financial Company Not accepting
public deposits ("NBFC-ND-NSI") registered with Reserve Bank of India ("the
RBI") under Section 45-IA of the Reserve Bank of India Act, 1934. The Company has not
accepted any deposit from the public during the year pursuant to the provisions of Section
73 of Companies Act, 2013.
16. NON-BANKING FINANCIAL COMPANIES AUDITOR'S REPORT(RESERVE BANK) DIRECTIONS, 2016:
Pursuant to the Non-Banking Financial Companies Auditor's 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.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. 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 herself for re-appointment. The Board of Directors recommends her
re-appointment.
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.
B. 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. 2024-25 on, 09th November,
2024 of the Independent Directors.
During the year under review, no Non-Executive Directors (NEDs) of the Company had any
pecuniary relationship or transactions with the Company.
C. 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, 2025 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 Company's 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 Company's website.
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
Company's 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.
D. COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Company's Policy for the appointment of Directors and Key and Senior Managerial
Personnel and their Remuneration policy can be accessed on the Company's 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.
E. 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.
F. 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 (Resigned w.e.f. 06/08/2025) and Mr Mukesh Kumar (Appointed w.e.f 06/08/2025)
as Chief Financial Officer
Mr. Ravi Kumar Dhakar, Company Secretary
G. 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.
18. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provision of section 134(5) of the Companies Act, 2013 the Board
confirms and submits the Director's Responsibility Statement: -
a) In the preparation of the Annual Accounts, the applicable Accounting Standards
have been followed;
b) 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;
c) 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;
d) The Directors have prepared the accounts for the year ended 31st March,
2025 on a going concern basis.
e) The directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
f) 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.
19. MEETINGS :-
A. BOARD MEETINGS
The Board of Directors has duly met Seven (7) times in the Financial Year 2024-25.
The dates on which these meetings were held are 10/05/2024, 05/08/2024, 09/11/2024,
14/02/2024, 20/02/2025, 12/03/2025 and 21/03/2025. The periodicity between two Board
Meetings was within the maximum time gap as prescribed in the SEBI (Listing Obligations
and Disclosure Requirements), Regulations 2015 and Companies Act, 2013.
The composition of the Board of Directors, and their attendance at Board Meetings and
| Name of director |
Designation |
Category |
Number of board meeting |
Attendan ce in last AGM |
|
|
|
Held |
Attended |
|
Ms. Rajni Tanwar |
Chairman & Managing |
Executive & Non- Independent |
7 |
7 |
YES |
Mr. Surendra Kumar Jain |
Director |
Non-Executive & Independent |
7 |
7 |
YES |
Mr. Promila Sharma |
Women Director |
Non-Executive & Independent |
7 |
7 |
YES |
Mr. Vivek Sharma |
Director |
Non-Executive & Independent |
7 |
7 |
YES |
1. COMMITTEE MEETINGS
(i) 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 Four (4) Audit Committee Meetings were convened and held.
Meetings of the Committee:
The Committee met (4) times dated on 09/05/2024, 05/08/2024, and 09/11/2024 and
14/02/2025 during the year ended March 31st, 2025.
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.
The Composition of the Audit Committee and their attendance at the meeting till 31st
March, 2025:
| Name of Members |
Category/Designation |
No. of Meetings |
|
|
Held |
Attended |
Mr. Vivek Sharma |
Chairperson / (Non-Executive & Independent) |
04 |
04 |
Mrs. Promila Sharma |
Member / (Non-Executive & Independent) |
04 |
04 |
Mr. Surendra Kumar Jain |
Member/ (Non-Executive & Independent) |
04 |
04 |
(ii) NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee comprises Three 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 one time (1) dated on 03/07/2024 during the year ended March 31,
2025. 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. Vivek Sharma |
Chairperson / (Non-Executive & Independent) |
01 |
01 |
Mrs. Promila Sharma |
Member / (Non-Executive & Independent) |
01 |
01 |
Mr. Surendra Kumar Jain |
Member/ (Non-Executive & Independent) |
01 |
01 |
(iii) STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Stakeholders' Relationship Committee comprises Three (03) Members of which majority
are Independent Director as of now. During the Year one (01) Stakeholders' Relationship
Committee Meetings were convened and held.
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 investor's services and
relations.
Meetings of the Committee:
The Committee met one (01) time dated on 10/12/2024 during the year ended March 31st,
2025.
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. Vivek Sharma |
Chairperson / (Non-Executive & Independent) |
01 |
01 |
Mrs. Promila Sharma |
Member / (Non-Executive & Independent) |
01 |
01 |
Mr. Surendra Kumar Jain |
Member/ (Non-Executive & Independent) |
01 |
01 |
(iv) 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 One (02) times dated on 08/08/2024 and 01/11/2024 during the
financial year ended March 31, 2025.
The Minutes of the Meetings of the Risk Management Committee are discussed and taken
note by the board of directors.
The Composition of Risk Management Committee and their attendance at the meeting:
| Name of Members |
Category/Designation |
No. of Meetings |
|
|
Held |
Attended |
Ms. Rajni Tanwar |
Chairman/ (Executive & Non- Independent) |
02 |
02 |
Mrs. Promila Sharma |
Member/ (Non-Executive & Independent) |
02 |
02 |
Mr. Surendra Kumar Jain |
Member/ (Non-Executive & Independent) |
02 |
02 |
(v) 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 company's liquidity profile and should have
sufficiently broad representation across major internal functions that can be directly
influence the company's 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 22/08/2024 during the Financial Year 2024-25.
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 |
Ms. Rajni Tanwar |
Chairman/ (Executive & Non- Independent) |
01 |
01 |
Mr. Vivek Sharma |
Member/ (Non-Executive & Independent) |
01 |
01 |
Mr. Surendra Kumar Jain |
Member/ (Non-Executive & Independent) |
01 |
01 |
(vi) 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 One (01) time dated on 03/07/2024 during the Financial Year 2024-25.
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 |
Ms. Rajni Tanwar |
Chairman/ (Executive & Non- Independent) |
01 |
01 |
Ms. Promila Sharma |
Member/ (Non-Executive & Independent) |
01 |
0 1 |
Mr. Surendra Kumar Jain |
Member/ (Non-Executive & Independent) |
01 |
0 1 |
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 |
20. SHARE HOLDER MEETINGS:
There is only One Shareholder Meeting i.e., AGM (Annual General Meeting) held on
Saturday, 30th August, 2025 at 02:00 P.M at through Video Conferencing
("VC")/ Other Audio-Visual Mean (OAVM).
21. 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.
22. 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:
a) The maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company;
b) 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
c) Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company's assets that could have a
material effect on the financial statements.
23. 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.
24. ANNUAL RETURN
As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the
copy of the Annual Return for FY 2024-25 is uploaded on the website of the Company and the
same is available at the website of the Company at https://shriniwasleasingfinance.in/ and
web-links thereto are given below:
Annual Return for FY 2024-25:
https://shriniwasleasingfinance.in/resource/Share_Holders_Information/image/Annual-return-Mgt-9.pdf
25. 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
26. 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:
a. Issue of equity shares with differential rights as to dividend, voting or
otherwise.
b. 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.
c. Passing of Material orders by the Regulators or Courts or Tribunals which impact
the going concern status and Company's operations in future.
d. Corporate insolvency resolution process initiated or pending of any insolvency
proceedings under the insolvency and bankruptcy code, 2016 (IBC)
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Particulars of Contracts or Arrangements with Related Parties for the year 2024-25
is annexed herewith to the Financial Statements in Form No. AOC-2.
CORPORATE GOVERNANCE:
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)
Regulation, 2015, report on Corporate Governance is applicable as the Company is within
the prescribed limit that the Paid-up Share Capital of the Company.
25. 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.
26. CREDIT RATING:
The Directors are pleased to report that the Company has its membership from all Four
RBI authorised CIC's i.e., Trans Union 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.
27. PUBLIC DEPOSITS
Your Company being a Non-Systemically Important Non-Banking Financial Company Not
accepting public deposits ("NBFC-ND-NSI") registered with Reserve Bank of India
("the RBI") under Section 45-IA of the Reserve Bank of India Act, 1934, has not
accepted or renewed any deposit as covered under Chapter V of the Act read with the
Companies (Acceptance of Deposit) Rules, 2014, as amended, from its members or the public
during the year under review.
28. EXPOSURE TO REAL ESTATE:
The company has exposure in Real Sectors to the tune of Rs. 5,29,04,740/- IN THE 2 Real
Sector Companies i.e.: Best Reality LLP Rs. 14,45,630/- Ridhi Sidhi Home Developers Pvt
Ltd- Rs. 5,14,59,110/-
29. AUDITORS:
A. STATUTORY AUDITORS:
At the Board Meeting of the company held on Friday, 30th May, 2025, Board has appointed
M/S V R S K & ASSOCIATES, Chartered Accountants (Firm Registration No. (011199N) as
Statutory Auditors of the Company under casual vacancy in place of M/S H K CHHABRA &
CO, Chartered Accountants (Firm Registration No. (010917N) who tender his resignation on
07th May 2025, to hold the office till the conclusion of Ensuing AGM.
Re-Appointment of M/S V R S K & ASSOCIATES, Chartered Accountants (Firm
Registration No. (011199N), as Statutory Auditors of the Company would be tabled at the
meeting of Members, to be appointed as a Statutory Auditor of the Company Subject to the
approval of Shareholders at General Meeting.
At the Board Meeting of the company held on Friday, 14th February, 2025, Board has
appointed M/s H K Chhabra & Co., Chartered Accountants (Firm Registration No. 010917N)
as Statutory
Auditors of the Company under casual vacancy in place of GSA & ASSOCIATES LLP.,
Chartered Accountants (ICAI Registration No. AAS-8863) to hold the office till the
conclusion of Ensuing AGM.
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.
? Statutory Auditor's Report
The Auditors have given an Audit Report on Financial of 2024-25 and annexed herewith
marked as Annexure- I.
? Statutory Auditor's 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.
B. SECRETARIAL AUDITOR:
The Company has appointed ACS Parul Agrawal, (Company Secretary) as Secretarial
Auditors of the Company.
? Secretarial Auditor's Report
The Secretarial Audit Report is annexed herewith marked as Annexure- III to this
report in Form No. MR-3.
Secretarial Auditor's 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.
C. INTERNAL AUDITOR:
Internal Auditor's Report & Observations
Mr. Bharat Bhushan placed the internal audit report to the Board of Directors.
• Internal Auditor's Observations
Internal audit report self-explanatory and need no comments.
30. 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.
31. 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.
32. 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.
The percentage increase in remuneration of each Director, Chief Financial Officer and
Company Secretary during the financial year 2024-25, ratio of the remuneration of each
Director to the median remuneration of the employees of the Company for the financial year
2024-25 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 2024-25 |
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 Ms. Moni, Chief Financial Officer |
- |
- |
| 6 Mr. Ravi Kumar Dhaker, CS |
- |
- |
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 2024-25.
? The percentage increase in remuneration of each director CFO, CEO, Company Secretary
or Manager, if any, in the financial year 2024-25: 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 31st
March, 2025 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.
33. 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 Company's Paid-up Share Capital is in dematerialized form as on 31st March, 2025
and balance 11.01% is in physical form.
34. LISTING OF SHARES:
The Company has got listed 39,97,000 Equity Shares of INR 10/- each on Bombay Stock
Exchange (BSE). There has been no change in listing of shares.
35. 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.
36. 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 Company's Human Resources is commensurate with the
size, nature and operations of the Company.
37. DISCLOSURE OF FRAUDS IN THE BOARD'S 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 2024-25.
38. 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.
39. 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.
40. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (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 of during the year 2024-25.
| No of complaints received : |
NIL |
| No of complaints disposed off : |
NIL. |
41. 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 Ms. Rajni Tanwar, Chairman, Mrs.
Promila Sharma and Mr. Surendra Kumar Jain, are the members of Risk Management Committee
as on 31st March, 2025 and 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.
42. 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.
43. DETAILS OF CRYPTO / VIRTUAL CURRENCY
There were no Transaction and Financial Dealing in Crypto /Virtual Currency during the
Financial Year 2024-25.
44. 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, 2025 till date of this Report.
45. 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.
46. CAPITAL FUND TO RISK WEIGHTED ASSETS :
Percentage to capital funds to risk weighted assets/exposures:
PARTICULARS |
IN % |
| Tier-I Capital |
-9.77 |
| Tier-II Capital |
-0.00 |
Total |
-9.77 |
47. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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.
(A) Conservation of energy:
Steps taken / impact on conservation of energy, with special reference to the
following: NIL S
teps taken for utilizing alternate sources of energy including waste generated: NIL
(B) 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.
(C) Foreign Exchange Earnings/ Outgo:
Foreign Exchange Earnings and Outgoings |
31st March, 2025 |
31st March, 2024 |
| Earnings in Foreign Currency (FOB Value of exports) |
NIL |
NIL |
| Expenditure in Foreign Currency |
NIL |
NIL |
48. 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.
49. GREEN INITIATIVES:
This year too, Annual Report and the notice of the 40th 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.
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.
50. 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.
51. A STATEMENT BY THE COMPANY WITH RESPECT TO THE COMPLIANCE OF THE PROVISIONS
RELATING TO THE MATERNITY BENEFIT ACT 1961
Statement on Compliance with the Maternity Benefit Act, 1961, We hereby affirm that our
company fully complies with the provisions of the Maternity Benefit Act, 1961, as amended
from time to time. We are committed to ensuring the rights and welfare of our women
employees, and accordingly:
Maternity benefits, including paid leave, medical bonus, nursing breaks, and other
applicable entitlements, are provided in accordance with the Act, No discrimination is
made against women employees on account of pregnancy, childbirth, or any conditions
related thereto, Appropriate records are maintained as per statutory requirements, We
ensure a safe, inclusive, and supportive work environment for all women employees,
particularly during maternity and post-maternity periods. This statement is issued in good
faith and in the interest of transparency and statutory compliance.
52. 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
DATE: 06/08/2025 |
Sd/- |
Sd/- |
PLACE: NEW DELHI |
Rajni Tanwar |
Surendra Kumar Jain |
|
Managing Director |
Director |
|
DIN: 08201251 |
DIN: 00530035 |
