Dear Shareholders,
Your Directors are pleased to present to you the Annual Report of Board
of Directors ("Board") on the business and operations of your Company along with
its Audited Financial Statements for the Financial Year ended 31st March 2023.
CORPORATE OVERVIEW
The Company is a Non-Deposit Accepting Non-Banking Finance Company
("NBFC"), holding a Certificate of Registration from the Reserve Bank of India
("RBI") and listed its equity in Bombay Stock Exchange and Metropolitan Stock
Exchange of India Limited. With the expected positive momentum in the Indian economy, the
Company is focused on growth and achieving profitability along with a renewed commitment
to enhance quality and customer service and to reduce costs. Innovations, investment and
positive modifications are expected in the near future, boosting the Company's revenues.
Together with forward looking strategy, the Company is also focusing extensively on
expanding the business and operational improvements through various strategic projects for
operational excellence and cost cutting initiatives.
FINANCIAL PERFORMANCE
The financial performance of the Company for period under review is
summarized below:
(Amount in Lacs.)
Particulars |
Financial Year ended 31st
March, 2023 |
Financial Year ended 31st
March, 2022 |
Income from operations |
112.17 |
104.56 |
Other Income |
111.64 |
35.74 |
Total Income |
223.81 |
140.30 |
Total Expenditure |
178.73 |
114.67 |
Profit/(loss) before tax |
45.08 |
25.40 |
Less : Provision for taxation |
- |
- |
(i) Current Year |
(11.72) |
(6.66) |
(ii) Earlier Year Adjustment |
- |
- |
(iii) Deferred Tax |
- |
- |
Profit/(loss) of the Year |
33.36 |
18.96 |
Earnings per share (Basic) |
0.11 |
0.06 |
Earnings per share (Diluted) |
0.11 |
0.06 |
STATE OF COMPANY?S AFFAIR AND OPERATIONAL HIGHLIGHTS
During the year under review, the gross revenue from operations of your
Company for the year ended 31st March, 2023 stood at Rs. 223.81 lacs as
compared to revenue generated of Rs. 14.30 lacs for the year ended 31st March,
2022. Further, the EBITDA of the Company for the year ended 31st March, 2023
stood at Rs. 45.08 lacs as compared to Rs. 25.40 lacs for the previous year ended 31st
March, 2022.
The Profit before tax for the year ended 31st March, 2023
stood at Rs. 45.08 lacs as compared to profit of Rs. 25.40 lacs for the year ended 31st
March, 2022. The Profit after Tax stood at Rs. 33.36 lacs for the year ending 31st
March, 2023 as compared to profit of Rs. 18.80 lacs for the previous year ended 31st
March, 2022.
SHARE CAPITAL
During the period under review, the authorized share capital of the
Company stood at Rs. 3,50,00,000 divided into 3,50,00,000 equity shares of Rs. 1 each and
issued, subscribed and paid-up capital of the Company stood at Rs. 3,00,10,000 as at 31st
March, 2023. There was no public issue, rights issue, bonus issue or preferential issue
etc. during the year. The Company has not issued shares with differential voting rights,
sweat equity shares nor has it granted any stock options.
However, during the Financial Year 2021-2022, The Company has
subdivided the Equity Shares such that Company?s One (1) Equity Share having Face
Value of Rs. 10/- (Rupees Ten Only) is sub-divided into Ten (10) Equity Shares having Face
Value of Rs. 1/- (Rupees One Only) each fully paid-up.
TRANSFER TO RESERVES
The Company has transferred a reserve of Rs. 6.67 lacs as required
under Section 45-IC of RBI Act, 1934 to the Statutory Reserve. Other than this, the
Company did not transfer any amount to reserve for the Financial Year ended 31st
March, 2023.
DIVIDEND
In view of need to conserve the resources of the Company for the future
growth, your Company?s Directors do not recommend any dividend to the shareholders of
the Company for the Financial Year 2022-23.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
In the opinion of the Board, there has been no material changes and
commitments, if any, affecting the financial position of the Company which have occurred
between the end of the financial year of the Company to which the financial statements
relate and the date of the report.
CAPITAL PROJECTS
The Company was not working on any kind of capital projects for the
financial year 2022 23.
DEPOSITS
During the period Company has not invited or accepted or renewed any
fixed deposits from public as mandated under Section 73 of the Companies Act, 2013
("the Act") read with Companies (Acceptance of
Deposits) Rules, 2014.
DETAILS OF SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
As on 31st March, 2023, The Company does not have any
Subsidiary or Joint Ventures and Associate Company.
NUMBER OF MEETINGS OF THE BOARD OF DIRCETROS
The agenda and Notice for the Meetings is prepared and circulated in
advance to the Directors. During the year under review, 7 (Seven) Board meetings were held
on 20th April, 2022, 30th May, 2022, 10th August, 2022,
31st August, 2022, 10th October, 2022, 12th November,
2022, 6th February, 2023.
Details of attendance of board meetings by Directors are as follows:
Name of the Director |
No. of meetings attended |
Mr. Rajneesh Kumar |
7 |
Mr. Ravi Kant Sharma |
7 |
Ms. Vineeta Loomba |
7 |
Mr. Surender Kumar1 |
3 |
Mr. Gaurav Vashist2 |
4 |
The necessary quorum was present in all the meetings. The intervening
gap between any two meetings was not more than one hundred and twenty days as prescribed
by the Companies Act, 2013.
1Resigned as Non-executive Independent Director w.e.f. 16th
August, 2022.
2 Appointed as Additional Non-executive Independent Director
w.e.f. 31st August, 2022.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL
S.No. |
Name |
Designation |
Date of Appointment /Cessation |
Reason |
1. |
Mr. Gaurav Vashist* |
Non- Executive Independent Director |
29th September, 2022 |
Appointment/ Change in Designation |
2. |
Mr. Surender Kumar |
Non- Executive Independent Director |
16th August, 2022 |
Cessation |
3. |
Ms. Disha Rani |
Compliance Officer |
7th November, 2022 |
Cessation |
4. |
Ms. Pragati Agrawal |
Compliance Officer |
12th November, 2022 |
Appointment |
* Mr. Gaurav Vashist was appointed as an Additional Director initially
and was regularized as Non- Executive Independent Director w.e.f. 29th
September, 2022.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
the applicable provisions of the Listing regulations.
During the year the separate meeting of the Independent Directors were
held in accordance with the applicable provisions of Companies Act, 2013 on 10th
October, 2022 without the attendance of non-independent directors and members of the
Management, inter alia, to discuss the following:
? Reviewed the performance of Non-Independent Directors and the Board
as a whole;
? Reviewed the performance of the Chairman of the Company, taking in to
account the views of the Executive and Non-Executive Directors; and ? Assessed the
quality, quantity and timeliness of flow of information between the Company management and
the Board that is necessary for the Board to effectively and reasonably perform its
duties.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the
information and explanation obtained by us, your Directors make the following statements
in terms of provisions of Section 134 (5) of the Companies Act, 2013, and hereby confirm
that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation material departures;
(b) the directors have selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year and of the
profit and loss of the company for that period; (c) the directors have taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities; (d) the directors have prepared the annual
accounts on a going concern basis; (e) the directors, have laid down internal financial
controls to be followed by the company and that such internal financial controls are
adequate and were operating effectively; and (f) the directors have devised proper systems
to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
AUDITORS AND AUDITOR?S REPORT
STATUTORY AUDITORS
The provision of section 139 of the Companies Act, 2013 requires that
the statutory auditor may be appointed by the shareholders for a period of 5 (five)
consecutive years. Accordingly, M/s. R. C. Agarwal & Co., (FRN: 003175N), Chartered
Accountants were appointed as Statutory Auditors of the Company for the term of five years
from the Annual General Meeting (AGM) held on 29th September, 2021. The Audit
Report as provided by the Statutory Auditors does not contain any qualification,
reservation or adverse remark or disclaimer.
During the year under review, there were no frauds reported by the
auditors to the Audit Committee or the Board under section 143(12) of the Companies Act,
2013.
COST AUDIT
As per the Cost Audit Orders, Cost Audit is not applicable to the
Company's for the Financial Year 2022-23.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors in its meeting held on 28th August, 2023 have appointed M/s
NRAS & Associates, Practicing Company Secretaries as Secretarial Auditor to undertake
the Secretarial Audit of the Company for the Financial Year 2023-2024.
The Secretarial Audit Report in prescribed Form MR-3 for the financial
year ended 31st March, 2023 is appended as Annexure-1 to this Report.
The Secretarial Audit Report does not contain any qualification, reservation or adverse
remark.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report, highlighting the performance
and prospects of the
Company?s business, forms part of the Annual Report.
CORPORATE GOVERNANCE
As per Regulation 15 of the SEBI (Listing Regulations and Disclosure
Obligations Requirements) Regulations, 2015, the Compliance with the corporate governance
provisions as specified in Regulations 17, [17A,] 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26,
27and clauses (b) to (i) and (t) of sub regulation (2) of Regulation 46 and para C, D and
E of Schedule V are not applicable to the following class of companies:
? The listed entity having Paid up Equity Share Capital not exceeding
Rs.10 Crores and Net Worth not exceeding Rs.25 Crores, as on the last day of the previous
financial year;
? The Listed Entity which has listed its specified securities on the
SME Exchange.
The members may please note that the Company is neither listed on the
SME Exchange nor its paid-up share capital and net-worth exceeds the threshold limits as
mentioned above, therefore is exempted from provisions of corporate governance as stated
in Regulation 15 of the Securities and Exchange Board of India (LODR) Regulation, 2015.
BOARD EVALUATION
Pursuant to the provisions of the Section 134, 178 and Sch. IV of the
Companies Act, 2013, the following performance evaluations were carried out;
a. Performance evaluation of the Board, Chairman and non-Independent
Directors by the Independent
Directors; b. Performance evaluation of the Board, its committees and
Independent Directors by the Board of
Directors; and c. Performance evaluation of every director by the
Nomination and Remuneration Committee.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board Committees play a crucial role in the governance structure of
the Company and have been constituted to deal with specific areas related to the Company
that need a closer review. The Board Committees are set up under the formal approval of
the Board to carry out clearly defined roles which are considered as a part of good
governance practice and the Board has constituted the following Committees and each
Committee has their terms of reference as a Charter. The Company has constituted the
various Committees in compliance with the applicable provisions of Companies Act, 2013.
The Chairman of each committee along with the other Members of the Committee and if
required other Members of the Board, decide the agenda, frequency and the duration of each
meeting of that Committee. Currently, the Board has at the end of the year three
committees: I. Audit Committee
II. Nomination and Remuneration Committee III. Stakeholders?
Relationship Committee
AUDIT COMMITTEE
The Audit Committee is, inter alia, entrusted with the responsibilities
to monitor the financial reporting, audit process, determine the adequacy of internal
controls, evaluate and approve transactions with related parties, disclosure of financial
information and recommendation of the appointment of Statutory Auditors.
During the financial year under review, the committee met 7 (Seven)
times, on 20.04.2022, 30.05.2022 10.08.2022, 31.08.2022, 10.10.2022, 12.11.2022 and
6.02.2023 respectively and all the recommendations of the Audit Committee were accepted by
the Board. The composition and attendance of the Members at the meetings are as follows:
Name of Directors |
Designation |
No. of Meetings held |
No. of meetings attended |
Mr. Ravikant Sharma |
Chairperson |
7 |
7 |
Ms. Vineeta Loomba |
Member |
7 |
7 |
Mr. Surender Kumar 1 |
Member |
3 |
3 |
Mr. Gaurav Vashist 2 |
Member |
4 |
4 |
1Resigned as Non-executive Independent Director w.e.f. 16th
August, 2022. Therefore, attended meetings up to their tenure as Directors.
2Appointed as Additional Non-executive Independent Director
w.e.f. 31st August, 2022. Therefore, attended meetings after their appointment
as Directors.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee broadly plays a dual role for
determining the composition of the Board based on need and requirements of the Company
from time to time and determines the overall compensation framework and policy for
Directors, Senior Management and Employees. The Committee further reviews that the human
resource practices of the Company are effective in maintaining and retaining a competent
workforce.
During the financial year under review, the committee met 2 (Two) times
on 20.05.2022 and 31.08.2022 respectively and all the recommendations of the Audit
Committee were accepted by the Board. The composition and attendance of the Members at the
meetings are as follows:
Name of the Member |
Designation |
Nos. of meetings attended |
Nos. of meetings attended |
Ms. Vineeta Loomba |
Chairperson |
2 |
2 |
Mr. Ravikant Sharma |
Member |
2 |
2 |
Mr. Surender Kumar 1 |
Member |
1 |
1 |
Mr. Gaurav Vashist 2 |
Member |
1 |
1 |
1Resigned as Non-executive Independent Director w.e.f. 16th
August, 2022. Therefore, attended meetings up to their tenure as Directors.
2Appointed as Additional Non-executive Independent Director
w.e.f. 31st August, 2022. Therefore, attended meetings after their appointment
as Directors.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee was duly reconstituted during
the year to give effect to the changes in the Board Composition. The composition of
reconstituted Stakeholders Relationship Committee is mentioned below. During the financial
year under review, the committee met 4 (Four) times on 20.05.2022, 20.08.2022, 12.11.2022
and 13.02.2023 respectively and all the recommendations of the Audit Committee were
accepted by the Board. The composition and attendance of the Members at the meetings are
as follows:
Name of the Member |
Designation |
Nos. of meetings attended |
Nos. of meetings attended |
Mr. Gaurav Vashist 1 |
Chairperson |
2 |
2 |
Ms. Vineeta Loomba |
Member |
4 |
4 |
Mr. Ravikant Sharma |
Member |
4 |
4 |
Mr. Surender Kumar 2 |
Member |
1 |
1 |
1Resigned as Non-executive Independent Director w.e.f. 16th
August, 2022. Therefore, attended meetings up to their tenure as Directors.
2Appointed as Additional Non-executive Independent Director
w.e.f. 31st August, 2022. Therefore, attended meetings after their appointment
as Directors.
RELATED PARTY TRANSACTION
Pursuant to the provisions of Section 188 of the Companies Act, 2013
read with the rules made there under and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company had not entered into any
contract/arrangement/transaction with related parties which could be considered material.
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large. Accordingly, particulars
of contracts or arrangements with related parties referred to in Section 188(1) of the
Companies Act, 2013 in Form AOC-2 is not applicable.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL
STATEMENTS
The Company has adequate systems of internal control in place, which is
commensurate with its size and the nature of its operations. The Company has designed and
put in place adequate Standard Operating
Procedures and Limits of Authority Manuals for conduct of its business,
including adherence to Company?s policies, safeguarding its assets, prevention and
detection of fraud and errors, accuracy and completeness of accounting records and timely
preparation of reliable financial information.
The Company?s management is responsible for establishing and
maintaining internal financial controls based on the internal control over financial
reporting criteria established by the Company considering the essential components of
internal control stated in the Guidance Note on Audit of Internal Financial Controls over
Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI).
These responsibilities include the design, implementation and maintenance of adequate
internal financial controls that were operating effectively for ensuring the orderly and
efficient conduct of its business, including adherence to company?s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information, as required under the Act. The Audit Committee reviews the
internal audit plans, adequacy and effectiveness of the Internal Control System,
significant audit observations and monitors the sustainability of remedial measures.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS
There are no significant material orders passed by the
courts/regulators or tribunals impacting the going concern status and company?s
operations in future.
CORPORATE SOCIAL RESPONSIBILITY (CSR?)
Pursuant to provisions of Section 135 of the Companies Act, 2013 read
with the rules made there under, the criteria for companying with the CSR activity does
not applicable to the Company throughout the year.
CONSERVATION OF ENERGY/TECHNOLOGY ABSORPTION/FOREIGN EXCHANGE EARNINGS
AND OUTGO
A. CONSERVATION OF ENERGY
Company has limited scope for undertaking energy conservation
exercises, but nevertheless continues to emphasize work practices that result in
conservation of energy. At the offices of your Company, special emphasis is placed on
installation of energy-efficient lighting devices, use of natural light as best as
possible, and adoption of effective procedures for conservation of electricity, water,
paper and other materials that consume natural resources.
B. TECHNOLOGY ABSORPTION
Company did not absorb any new Technology during the financial year.
C. FOREIGN EXCHANGE AND OUTGO
There was no foreign exchange inflow or Outflow during the year under
review.
VIGIL MECHANISM/WHISTLE BLOWERPOLICY
The Company in accordance with the provisions of Section 177(9) of the
Companies Act, 2013 has established a vigil mechanism for directors and employees to
report genuine concerns to the management viz. instances of unethical behaviour, actual or
suspected, fraud or violation of the Company?s Code of Conduct or Ethics Policy. The
Company has also formulated a Whistle Blower Policy ("Policy") which provides
for adequate safeguard against victimization of persons and has a provision for direct
access to the Chairperson of the Audit Committee. The Company has not denied any person
from having access to the Chairman of the Audit Committee. The details of the Whistle
Blower Policy are also available on the website of the Company at
http://www.superiorfinlease.com/investors/.
EXTRACT OF THE ANNUAL RETURN
Pursuant to the amendments to Section 134(3)(a) and Section 92(3) of
the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
the Annual Return (Form MGT-7) for the financial year ended 31st March 2023, is
available on the Company?s website and can be accessed at
http://www.superiorfinlease.com/investors/.
SECRETARIAL STANDARDS
The Company has complied with the applicable provisions of the
Secretarial Standards issued by the Institute of Companies Secretaries of India.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to Section 186 of the Companies Act, 2013 (the
Act?) read with Rule 11(2) of the Companies
(Meetings of Board and its Powers) Rules, 2014, the loan made,
guarantee given or security provided in the ordinary course of business by a Non- Banking
Financial Company (NBFC) registered with Reserve Bank of India are exempt from the
applicability of provisions of Section 186 of the Act. The details of Loans, Corporate
Guarantees and Investments made during the year under the provisions of Section 186 of the
Companies Act, 2013 are given in notes to the financial statements.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
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 are given below:
i) The ratio of the remuneration of each Director to the median
remuneration of the employees of the company for the financial year: Only Mr. Rajneesh
Kumar was remunerating. Hence, ratio of the remuneration of Director to the median
remuneration of the employees is .5:.4.
ii) The percentage increase in remuneration of each director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the
financial year: Not Applicable; there is no change in the remuneration of employees of
the Company during the financial year under review.
iii) The percentage increase in the median remuneration of employees
in the financial year: Not Applicable; there is no change in the remuneration of
employees of the Company during the financial year under review. iv) The number of
permanent employees on the rolls of company: 4
v) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration: Nil
vi) the key parameters for any variable component of remuneration
availed by the directors: Nil
vii) Affirmation that the remuneration is as per the remuneration
policy of the company: It is hereby affirmed that the remuneration paid during the
year is as per the Remuneration Policy of the Company.
NOMINATION & REMUNERATION POLICY AND DISCLOSURES ON REMUNERATION
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection, appointment and remuneration of
Directors, Key Managerial Personnel and employees in the Senior Management. In accordance
with the provisions of Section 178 of the Act, the Board of Directors has adopted a Policy
on Board Diversity and Director Attributes and the Remuneration Policy. The Policy on
Board Diversity and Director Attributes has been framed to encourage diversity of thought,
experience, knowledge, perspective, age and gender in the Board. The Remuneration Policy
for Directors, Key Managerial Personnel and all other employees is aligned to the
philosophy on the commitment of fostering a culture of leadership with trust. The Policy
aims to ensure that the level and composition of the remuneration of the Directors, Key
Managerial Personnel and all other employees is reasonable and sufficient to attract,
retain and motivate them to successfully run the Company.
RISK MANAGEMENT POLICY
Risk Management Policy identifies, communicate and manage risks across
the organization. The policy also ensures that responsibilities have been appropriately
delegated for risk management. Key Risk and mitigation measures are provided in the
Management Discussion and Analysis Report? as appended to this
Annual Report.
DISCLOSURE AS PER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
As per provisions of Section 4 of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013, your Company has constituted
an Internal Complaints Committee for redressal of complaints against sexual harassment.
Further, the Company has always provided a congenial atmosphere for
work to all the employees that is free from discrimination and harassment including sexual
harassment. There were no complaints/cases filed/pending with the Company during the year.
UNPAID AND UNCLAIMED DIVIDEND
As per the provision of section 124(1) of the Act, any money
transferred to the Unpaid Dividend Account of a company which remains unpaid or unclaimed
for a period of 7 (seven) years from the date of such transfer shall be transferred by the
company along with interest accrued, if any, thereon to the Investor Education and
ProtectionFund established in accordance with section 125(1).
The members may please be informed that the Company has not declared
any dividend in last years. Accordingly, there were no funds which were required to be
transferred to Investor Education and Protection fund.
FRAUD REPORTING
There was no fraud disclosed during the Financial Year ended 31st
March, 2022.
LISTING OF EQUITY SHARES
The 3,00,10,000 equity shares of Rs. 1/- each of the Company are listed
on BSE Limited and Metropolitan Stock Exchange of India Limited. The Annual Listing Fees
for the Financial Year 2022-23 has been submitted to the Stock Exchanges.
HEALTH, ENVIRONMENT AND SAFETY
The Company conducts various promotional activities related to Safety,
Health & Environment during National safety week, Road safety week & Fire service
day. Quiz & poster contest, live demonstration of fire fighting techniques, domestic
& household safety for the students of neighbouring schools, employees children and
people residing in surrounding community are taken up during those days.
As part of the safety performances following parameters were
considered:
Health & Safety Management systems
Workers participation in Health & Safety
Health & Safety Training
? Work Permit, tag out & lockout systems
? Internal & External Safety auditing, review process ? Promotion
of safety & health at workplace ? Community awareness programs ? Safety of the
contract workers
HUMAN RESOURCE AND INDUSTRIAL RELATIONS
Cordial and conducive working conditions prevailed amongst the Company
employees and the contract vendors.
COMPLIANCES
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), Reserve Bank of India (RBI), Securities and Exchange
Board of India (SEBI) and other statutory authority.
RBI GUIDELINES
As a Non-Deposit taking Non-Banking Finance Company, your Company
always aims to operate in compliance with applicable RBI laws and regulations and employs
its best efforts towards achieving the same.
EMPLOYEES? STOCK OPTION SCHEME
During the year under review, your Company has not provided any Stock
Option Scheme to the employees.
RIGHTS ISSUE OF SHARES
During the year under review, no Right Issue was made in the financial
year 2022-23.
PURSUANT TO RULE 5(2) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014
None of the employees? remuneration exceeds the limit specified.
GREEN INITIATIVES
Electronic copies of the Annual Report for the FY 2022-23 and the
Notice of the AGM were sent to all the members whose email addresses are registered with
the Company / Depository Participants. Members whose Email addresses are not registered
can send their request to company directly or may assess the Notice of the Annual General
Meeting and the Annual Report for the year 2022-2023 from the Company's website
http://www.superiorfinlease.com/investors.php and also on the website of BSE Limited at
https://www.bseindia.com/and Metropolitan Stock Exchange of India Limited at
https://www.msei.in/ where the shares of the company are listed.
OTHER DISCLOSURES
? There was no proceeding initiated or pending against the Company
under the Insolvency and Bankruptcy Code, 2016. ? The Company has not made any one-time
settlement for loans taken from the Banks or Financial Institutions, and hence the details
of difference between amount of the valuation done at the time of one-time settlement and
the valuation done while taking loan from the Banks or Financial Institutions along with
the reasons thereof is not applicable.
CORPORATE POLICY
The Company seek to promote and follow the utmost level of ethical
standards in the business transactions. The policies are formulated in accordance with the
applicable provisions of Companies Act, 2013, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and RBI Laws as stipulated in the master directions for
Non -banking Financial Companies. All the policies are available on the website of the
Company viz. http://www.superiorfinlease.com.
The Policies are reviewed periodically by the Board and updated on the
basis of need and new Compliance.
The Key Policies are as follows:
Name of the Policy |
Brief Description |
WHISTLE BLOWER POLICY (VIGIL MECHANISM) |
This policy has been established with a view to provide a
tool to Directors and Employees of the Company to report to Management genuine concerns
including unethical behaviour, actual or suspected fraud or violation of the code or the
policy. The Policy also provides for adequate safeguards against victimization of
Director(s)/Employee(s) who avail of the mechanism and also provides for direct access to
the chairman of the Audit Committee in exceptional cases. |
NOMINATION & REMUNERATION POLICY |
The Board has on the recommendation of Nomination and
Remuneration Committee framed and adopted a policy for selection and appointment of
Directors, Key Managerial Personnel, Senior Management and their remuneration. |
POLICY FOR DETERMINING OF MATERIAL INFORMATION |
The Objective of this policy is to outline the guidelines to
be followed by the Company for consistent, transparent and timely public disclosures of
material information events/information and to ensure that such information is adequately
disseminated to the stock Exchange(s) where the securities of the Company are listed in
pursuance with the Regulations and to provide an overall governance framework for such
determination of materiality |
POLICY OF PRESERVATION OF DOCUMENTS |
This policy sets the Standards for classifying, managing and
storing the records of the Company. The Purpose of this policy is to establish framework
for effective records Management and the process for Subsequent archival of such records |
TERMS AND CONDITIONS OF APPOINTMENT OFINDEPENDENT |
This has prescribed the code of conduct terms and conditions
of appointment of the Independent Directors, which are subject to the extent provisions of
the applicable laws, including the Companies Act, 2013 ("2013 Act"). |
DIRECTOR CODE OF CONDUCT FOR DIRECTORS RELATED PARTY
TRANSACTION POLICY |
This Code prescribes the guidelines for the Directors to
conduct themselves in the highest degree of dignity, authenticity and compliance
standards. the Company has the policy for transactions with Related Parties (RPT Policy). |
RISK MANAGEMENT POLICY POLICY ON FAMILIARIZATION OF
INDEPENDENT DIRECTORS |
The policy describes the major risks faced by business and
the system based approach for risk management, with the clear objectives of
identification, evaluation, monitoring and minimisation of the identified risks This
policy has been formulated to familiarize the independent directors with the Company, the
functions of the Company and specify their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of the Company, etc.,
through various Programs |
FAIR PRACTICE CODE |
This sets minimum Fair Practice Standards for the Company to
follow when dealing with customers. It provides information to customers and explains how
the Company is expected to deal with them on a day-to-day basis. |
KYC & AML POLICY |
The primary objective is to prevent the Company from being
used, intentionally or unintentionally, by criminal elements for money laundering
activities or terrorist financing activities. KYC procedures also enable the Company to
know/understand their customers and their financial dealings better which in turn help
them manage their risks prudently. |
ACKNOWLEDGEMENTS
Your directors take this opportunity to offer their sincere thanks and
gratitude to:
1. The bankers of the company as well as other Financial Institutions
for the financial facilities and support.
2. Business associates, vendors/contractors, shareholders, employees
and esteemed clients, customers for their support and assistance.
The Board also takes this opportunity to express their sincere
appreciation of the efforts, dedication, commitment and contribution put in by the
employees at all levels for achieving the results and hope that they would continue their
sincere and dedicated endeavours towards achieving better working results during the
current year.
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FOR AND ON BEHALF OF |
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SUPERIOR FINLEASE LIMITED |
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Sd/- |
Place: New Delhi |
RAJNEESH KUMAR |
Date: 31st August, 2023 |
DIRECTOR |
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DIN: 02463693 |
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