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 2025
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 Rs Lacs) |
| Particulars |
Financial Year ended 31st March, 2025 |
Financial Year ended 31st March, 2024 |
| Income from operations |
64.12 |
93.73 |
| Other Income |
0 |
30.16 |
| Total Income |
64.12 |
123.89 |
| Total Expenditure |
62.57 |
115.32 |
| Profit/(loss) before tax |
1.56 |
8.57 |
| Less : Provision for taxation |
|
|
| (i) Current Year |
0.60 |
(2.23) |
| (ii) Deferred Tax |
0.17 |
(0.23) |
| Profit/(loss) of the Year |
1.12 |
6.11 |
| Earnings per share (Basic) |
0.00 |
0.02 |
| Earnings per share (Diluted) |
0.00 |
0.02 |
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, 2025 stood at Rs. 64.12 lacs as compared to revenue
generated of Rs. 123.89 lacs for the year ended 31st March, 2024. Further, the
EBITDA of the Company for the year ended 31st March, 2025 stood at Rs. 1.56 lacs as
compared to Rs. 8.57 lacs for the previous year ended 31st March, 2024.
The Profit before tax for the year ended 31st March, 2025 stood at Rs. 1.56 lacs as
compared to profit of Rs. 8.57 lacs for the year ended 31st March, 2024. The Profit after
Tax stood at Rs. 1.12 lacs for the year ending 31st March, 2025 as compared to profit of
Rs. 6.11 lacs for the previous year ended 31st March, 2024.
The downfall in the net earnings of the Company comprises of many factors including
change in monetary policies of Government, stagnation in business and rise of competition
in NBFC Industry as there are many players in the market which came across and increase of
administrative expense which results in limited revenue and impact overall operations of
the organization at large.
We are in continuously striving for growth and have taken steps to expand the revenue
by incorporating new ideas and we are committed to continuously give our best for our
stakeholders and assure our stakeholders to give them the honor they want and
SHARE CAPITAL
During the period under review, the authorized share capital of the Company increased
from Rs. 3.50.00. 000 divided into 3,50,00,000 equity shares of Rs. 1 each to Rs
5,50,00,000 divided into 5.50.00. 000 equity shares of Rs. 1/- each. Subscribed and
paid-up capital of the Company Increased from Rs 3,00,10,000 to Rs 4,32,60,000 having face
value of Rs. 1 each.
The above change in the Authorised Capital is effective from Extra-ordinary General
Meeting held on 21.03.2025 by taking consent from shareholders at such meeting.
During the year 2024-25, Company has converted unsecured loan amount of Rs 49,90,000
from director Mr. Rajneesh Kumar, into equity shares of the Company and has allotted
equivalent shares ranked pari-passu by taking consent of shareholders at duly held EGM on
27th January, 2025 through VC/OAVM method and allotted those shares at board
meeting held on 26th February, 2025.
Subsequently Company has converted another tranche of unsecured loan amount from
Director of Rs 52,60,000 by taking consent of shareholders, pursuant to Section 62(3) of
the Companies Act 2013, at a duly convened Extra-ordinary General Meeting on 21st
March 2025 through VC/OAVM method and allotted equivalent shares ranked pari-passu at
board meeting held on 29th March 2025 and subsequently allotted 30,00,000
equity shares through preferential allotment pursuant to Section 62(1) of The Companies
Act 2013 read with Section 42 of the Act and Rules made thereunder, by passing special
resolution at Extra-ordinary General Meeting held on same day i.e. 21st March
2025 pursuant to which paid up and subscribed capital of Company has increased to Rs
4,32,60,000 divided into 4,32,60,000 equity shares of face value Rs 1.00/- each.
The ultimate motive to convert such loan amount from Director into equity is to reduce
the financial burden of the Company and to run in effective manner.
Company has not applied for listing of further issued shares on the Bombay Stock
Exchange (BSE) and Metropolitan Stock Exchange (MSE) due to the reason of pending
litigation of the Company in the matter of “Pump & Dump of Securities” with
Hon'ble Supreme Court.
The case is under consideration with Hon'ble Supreme Court against the order by Hon'ble
SAT barring one of the Directors from Securities Market and imposition of penalty against
the Director.
Company has made all relevant disclosure in its periodic filing with exchange and
states that such litigation is a matter of concern and we are trying to dispose it off
with Hon'ble SAT and Hon'ble Supreme Court so that we can go for further process of
listing of issued shares and make them available to public at large in the securities
market.
TRANSFER TO RESERVES
The Company has transferred a reserve of Rs. 0.22 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, 2025
RBI GUIDELINES
The Reserve Bank of India (RBI) granted the Certificate of Registration to the Company
in March 1998 under Registration No 14.00199, authorizing it to operate as a non-banking
financial institution without accepting public deposits. Your Company is categorised as
NBFC in Base layer pursuant to Master Direction - Reserve Bank of India and has complied
with and continues to comply with all the applicable regulations and Directions of RBI.
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 2024-25.
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
2024-25 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, 2025, the Company does not have any Subsidiary or Joint
Ventures and Associate Company.
NUMBER OF MEETINGS OF BOARD OF DIRCETORS
The agenda and Notice for the Meetings is prepared and circulated in advance to the
Directors. During the year under review, 8 (Eight) Board meetings were held on 29th
May, 2024 ;12th August, 2024; 06th September, 2024 12th
November, 2024; 02nd January, 2025; 11th February 2025; 26th February
2025; 29th March 2025.
| Name of the Director |
No. of meetings attended |
| Mr. Rajneesh Kumar |
8 |
| Mr. Ravi Kant Sharma |
8 |
| Mr. Vaibhav Vashist |
8 |
During the year, Mrs. Vineeta Loomba, Independent Director, has resigned from the Board
w.e.f. 05, April, 2024 due to pre-occupation. Board has appreciated her expertise during
her tenure and wishes her best for her all future endeavours.
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.
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 on 04th
April 2024 and Mr Ravi Kant Sharma and Mrs. Vineeta Loomba (Independent Directors) were
present at the meeting and discussed the performance of the other Non-Independent
Directors and in accordance with the applicable provisions of Companies Act, 2013 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.
However, Auditor has raised some points in their report which are as follows:
(i) The Company is currently engaged in litigation proceeding with the Securities &
Exchange Board of India (SEBI)
(ii) The Company has recognized revenue in the books of accounts on an accrual basis
but has not received any of the amount from the relevant parties.
These paragraphs do not change or modify the auditor's opinion on the financial
statement.
The above remark by auditors do not impact the financial position of the company
materially and company is striving for best practices.
The Company has pending litigation with Hon'ble SEBI in the matter of “Pump &
dump of Securities of Superior Finlease Limited” which is under consideration with
Hon'ble SAT and Hon'ble Supreme Court.
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 2024-25
INTERNAL AUDIT
The Company continuously invests in strengthening its internal control and processes.
The Audit Committee along with CFO formulates a detailed plan for the Internal Auditor for
the year, which is reviewed at the Audit Committee Meetings. The Internal Auditors attend
the meetings of the Audit Committee on regular basis and submit their recommendations to
the Audit Committee and provide a road map for the future
The Internal Auditors regularly review these controls, and their suggestions for
improvement have been incorporated into the ERP upgrade process. Throughout the year,
these controls were evaluated, and no significant weaknesses were found in either their
design or operation. This structured internal control system facilitates compliance with
Section 138 of the Companies Act, 2013, and the Listing Regulations. The internal auditor
reports directly to the Audit Committee and has direct access to the Audit Committee.
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 23rd May 2025 have appointed M/s Ranjan Jha &
Associates, Practicing Company Secretaries as Secretarial Auditor to conduct the
Secretarial Audit of the Company for the Financial Year 2024-25.
The Secretarial Audit Report in prescribed Form MR-3 for the financial year ended 31st
March, 2025 is appended as Annexure-I 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:
i) 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;
ii) 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
For FY 2024-25, the Board has carried out an annual performance evaluation for itself
and that of its Committees and individual directors, using various performance evaluation
criteria in the forms circulated to and filled in by the directors. The feedback has been
shared and discussed.
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 Eight (8) times on 29 th
May, 2024 ;12th August, 2024; 06th September, 2024; 12th
November, 2024; 02nd January, 2025; 11th February 2025; 26th
February 2025; 29th March 2025 respectively and all the recommendations of the
audit committee were accepted by the Board. The composition and attendance of the members
at the meeting are as follows:
| S. No Name of Director |
Designation |
No of meeting held |
No of meeting attended |
| 1. Mr. Ravikant Sharma |
Chairperson |
8 |
8 |
| 2. Mr Rajneesh Kumar |
Member |
8 |
8 |
| 3. Mr. Vaibhav Vashist |
Member |
8 |
8 |
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 4 (Four) times on 06th
September, 2024, 12th November, 2024; 11th February 2025 and 29th
March 2025 respectively and all the recommendations of the Committee were accepted by the
Board. The composition and attendance of the Members at the meetings are as follows:
S. No Name of Director |
Designation |
No of meeting held |
No of meeting attended |
| 1. Mr. Ravikant Sharma |
Chairperson |
4 |
4 |
| 2. Mr Rajneesh Kumar |
Member |
4 |
4 |
| 3. Mr. Vaibhav Vashist |
Member |
4 |
4 |
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 06th
September, 2024, 12th November, 2024; 11th February 2025 and 29th
March 2025 respectively and all the recommendations of the Stakeholder Relationship
Committee were accepted by the Board. The composition and attendance of the Members at the
meetings are as follows:
| S. No Name of Director |
Designation |
No of meeting held |
No of meeting attended |
| 1. Mr Rajneesh Kumar |
Chairperson |
4 |
4 |
| 2. Mr. Vaibhav Vashist |
Member |
4 |
4 |
| 3. Mr. Ravikant Sharma |
Member |
4 |
4 |
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.
However, Hon'ble Securities Appelate Tribunal has passed an order against the Director,
Mr. Rajneesh Kumar, imposing a penalty of Rs 5,00,00,000 ( Rupes Five Crore) among others
totaling Rs 11.90 Crore of fine on 19 entities in the matter of “Pump & Dump of
Superior Finlease Shares”.
Members are hereby informed that the review of the above said matter is under
consideration with Hon'ble tribunal (SAT) and with Hon'ble Supreme Court.
The Board clarifies that such litigation would not impact the overall operations of the
Company materially and Board abide by the regulations and ensures its stakeholders that
their trust will not hamper and is safe with us and such issue is just a matter of concern
and they are trying to come out of this and ensure better governance and future operations
and will rise again in the coming future.
CORPORATE SOCIAL RESPONSIBILITY f'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 T echnology 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 behavior, 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
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 2025, will be made
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:
In terms of the provisions of Section 197(12) of the Companies Act, 2013, there are no
employees of the Company drawing remuneration in excess of the limits set out in the said
provision.
i) The ratio of the remuneration of each Director to the median remuneration of the
employees of the company for the financial year:
| S. No Name |
Designation |
Ratio of median Remunerarion |
| 1. Mr Rajneesh Kumar |
Director |
1.2 |
| 2. Mr Vaibhav Vashit |
Director |
4.33 |
| 3. Mr Ravi Kant Sharma |
Independent Director |
NIL * |
*No remuneration was paid to Mr. Ravi kant Sharma during the F.Y. 2024-25 except
sitting fees to attend board and Committee meetings
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: 16
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 Protection Fund
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,
2025.
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 202526 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.
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.
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 2024-25
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 2024-25 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 2024-25 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.
As per SEBI (LODR) Regulations 2015, Regulation 36 (1) (b) for shareholders who have
not registered their email addresses with the Company/RTA/Depository Participant, a letter
containing the web-link, exact navigation path and other details to access the full Annual
Report is being sent.
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 seeks 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 along with web link to access the same on website is
mentioned below:
| 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
(https://www.superiorfinlease.com/wp-
content/uploads/2020/11/635534491.-Whistle-Blower-Policy-Visil- Mechanism.pdf ) |
| 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
(https://www.superiorfinlease.com/wp-
content/uploads/2020/11/17295424Nomination-Remuneration- Policy.pdf ) |
| 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
materialityfhttps://www.superiorfinlease.com/wp-
content/uploads/2020/11/19616816Policy-on-dertermination-of- Material-Information.pdf) |
| 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(https://www.superiorfinlease.com/wp-
content/uploads/2020/11/26514141Policy-on-Preservation-of- Documents.pdf ) |
| TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTOR |
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”).
(https://www.superiorfinlease.com/wp-
content/uploads/2020/11/723813014.-Terms-Conditions-of-App- of-Independent-Dir.pdf ) |
| CODE OF CONDUCT FOR DIRECTORS |
This Code prescribes the guidelines for the Directors to conduct
themselves in the highest degree of dignity, authenticity and compliance standards.
(https://www.superiorfinlease.com/wp- content/uploads/2020/11/73782084Code-of-Conduct-for-
directors.pdf ) |
| RELATED PARTY TRANSACTION POLICY |
The Company has the policy for transactions with Related Parties (RPT
Policy).( https://www.superiorfinlease.com/wp-
content/uploads/2025/05/Updated-Related-Party-Transaction- Policy Superior-1.pdf ) |
| RISK MANAGEMENT POLICY |
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
(https://www.superiorfinlease.com/wp- content/uploads/2020/11/218675542.-Risk-Management- |
|
Policy.pdf) |
| POLICY ON FAMILIARIZATION OF INDEPENDENT DIRECTORS |
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 P rograms (https: / /www.
superiorfinlease.com /wp- content/uploads/2023/03/Familiarization-Programme-for-
Independent-Directors.pdf ) |
| 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. (https://www.superiorfinlease.com/wp-
content/uploads/2020/11/Fair-Practice-Code.pdf ) |
| 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. fhttps://www.superiorfinlease.com/wp- content/uploads/2022/07/KYC AML
Policy.pdf 1 |
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.
| FOR AND ON BEHALF OF |
| SUPERIOR FINLEASE LIMITED |
| RAJNEESH KUMAR |
| DIRECTOR |
| DIN:02463693 |
| Place: New Delhi |
| Date: 02.09.2025 |
|