Directors Report of India Lease Development Ltd.

Mar 31, 2024

Your Directors are pleased to present the 39^th (Thirty-Nine) Annual Report on the business and operations of the accounts for the
financial year ended March 31,2024.

1. FINANCIAL SUMMARY

The Board’s Report is prepared based on the standalone IND-AS financial statements of the company. The company’s
standalone financial performance for the year under review along with previous year figures are given hereunder:-

('' in lacs)

Financial Results	Year ended March 31, 2024	Year ended March 31, 2023
Gross Profit/ (Loss) before depreciation, finance cost, and provisioning	(13.94)	(8.30)
Less: Depreciation including impairment and Property Reserves	0.08	0.18
Profit/ (Loss) before Exceptional Items and Tax	(14.02)	(8.48)
Exceptional Items:	-	-
Profit/ (Loss) before Tax	(14.02)	(8.48)
Tax Expenses / Tax Paid for earlier years written off	1.30	-
Profit/ (Loss) for the year	(15.32)	(8.48)
Other Comprehensive Income (net of tax)	0.59	58.30
Total Comprehensive Income for the year	(14.73)	49.82

2. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

There has been no change in the nature of the business of the company during the financial year 2023-2024.

3. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM
THE END OF THE FINANCIAL YEAR AND TILL THE DATE OF THE REPORT.

There are no material changes and commitments which could affect the financial of your Company between the end of the
financial year of the financial statements relates and the date of this report unless otherwise stated.

4. REVIEW OF OPERATIONS

Recovery of the old dues has been the main focus of the company and the management is confident that with the maximum
recovery, it would be possible to deploy the funds to earn a better return on investments.

5. DIVIDEND

In view of accumulated losses of the previous years, the Board has not recommended any dividend for the year under review.

6. SHARE CAPITAL

Share Capital continues to remain at '' 14,70,02,910 divided into 14,700,291 Equity shares of ''10/-each.

7. DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT, 2013

The company has not issued any Sweat Equity Shares during the financial year under review and hence no information as
per provisions of Section 54(1)(d) of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 has been furnished.

8. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT, 2013

The company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii)
of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

9. DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT, 2013

The company has not issued any Equity Shares under the Employees Stock Option Scheme during the financial year under
review and hence no information as per provisions of Section 62(1)(b) of the Companies Act, 2013 read with Rules 12(9) of
the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.

10. PREFERENTIAL ALLOTMENT OF SHARES

During the year under review, the company did not raise any funds, through preferential allotment or qualified institutions
placement as specified under Regulation 32(7A) of SEBI Listing Regulations.

11. TRANSFER TO RESERVES

Due to losses, the company has not transferred any amount to General Reserves for the financial year ended March 31,
2024.

12. PUBLIC DEPOSITS

During the year under review, your company has not accepted any deposits within the meaning of Sections 73 and 74 of the
Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 (including statutory modification(s) or
re-enactment(s) for the time being in force). Further, no amount on account of principal or interest from deposits from the
public was payable as of the date of the Balance Sheet.

13. ANNUAL RETURN

Annual Return (Form MGT-7) for the financial year 2023-2024 prepared in accordance with Section 92(3) of the Companies
Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the website of the
company and can be seen assessed at www.indialease.com under the head ‘Annual Reports’.

14. CORPORATE GOVERNANCE

In terms of the provisions of Schedule V(C) of the SEBI Listing Regulations, a detailed Report on Corporate Governance,
along with a report on Management Discussion and Analysis and General Shareholder’s Information is forming part of this
report.

A certificate from M/s Jagdish Chand & Co. Chartered Accountants, New Delhi, (FRN No. 000129N), Statutory Auditors of the
Company, regarding the compliance of the conditions of Corporate Governance, as stipulated under Chapter IV of SEBI
Listing Regulations, is attached herewith to this report.

The Company is in full compliance with the requirements and disclosures that have to be made in terms of the requirements of
Corporate Governance specified in SEBI Listing Regulations.

15. DIRECTORS RETIRING BY ROTATION

a) In accordance with the provisions of Section 152 of the Companies Act,2013 and in accordance with the Articles of
Association of the company, Sh. Rajiv Gupta (DIN:00022964), Chairman & Non-Executive Director, and Ms. Sumana
Verma (DIN:01448591) Non-Executive Director are retiring by rotation, and being eligible, seeks reappointments.

Shri Rajiv Gupta attained the age of 75 years on 13.08.2021 and as such in compliance with Regulation 17(1A) of SEBI
Listing Regulations, a Special Resolution to this effect has already been approved by the shareholders in the 35th AGM
held on November 19, 2020.

b) Disqualification

None of your Directors is disqualified under the provisions of Section 164(2) (a) & (b) of the Companies Act, 2013. All
Directors of the company have submitted a declaration in MBP-1 under Section 184 of the Companies Act, 2013.

16. APPOINTMENTS

During financial year 2023-2024 on the recommendation of the NRC and approval of the Board Mr. Dinesh Agnani
(DIN:00591448) was inducted as an Independent Director of the Company with effect from February 09, 2024 to February 08,
2029. The same was approved by the shareholders of the Company through postal Ballot on March 15, 2024.

A Brief Profile of Mr. Dinesh Agnani.

Mr. Dinesh Agnani was enrolled as an Advocate in the year 1980. He was designated as Senior Advocate by Hon’ble High
Court of Delhi in August, 2011. He has very wide experience in Corporate Law (including mergers & acquisition), Labour
Laws, Telecom Laws, Arbitration Law, Consumer Laws and has been appearing in Supreme Court of India, most of the High
Courts of India as well as various Tribunals, Commissions, Board such, DRT, DRAT TDSAT, National Commission, Internal
Arbitration, NCIT etc. He also appeared as an arguing Council both in the Courts (Supreme Court, High Courts as well as
District Courts), and as well as before the Arbitrator/Arbitral. Tribunals, representing various Public Sector Undertakings as
well Multinational Companies.

17. CESSATION OF DIRECTOR

During the year under review, Sh. Sharad Aggarwal (DIN:00629816) resigned from the post of Non-Executive Independent
Director.

18. DIRECTORSHIP AND MEMBERSHIP OF COMMITTEES OF AND SHAREHOLDING OF NON-EXECUTIVE DIRECTORS

All the Directors at the beginning of the financial year, have periodically and regularly declared to the company about their
Directorship, Shareholding, and Membership on the Board/Committees of other companies in the prescribed format. As per
the disclosures received, none of the Directors of the company hold Memberships/ Chairmanships of more than the limit
prescribed in Regulation 26(2) of SEBI (LODR) Regulations, 2015, as amended, across all companies in which he/she is a
Director.

19. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards (SS-1 and SS-2) issued by The Institute of Company Secretaries of
India relating to Meetings of the Board of Directors and General Meetings have been duly complied with by the company.

20. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013 (including any statutory modifications(s) or
re-enactment(s) for the time being in force) the Directors of your company confirm that:-

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are
no material departures;

(b) the directors have selected such accounting policies and applied them consistently and made judgments and
estimates that are responsible 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 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; and

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial
controls are adequate and operating effectively.

(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.

21. CODE OF CONDUCT

(a) For Directors and Senior Management, the Company has a strong legacy of fair, transparent, and ethical
governance practices.

The Company has adopted the ILD Code of Conduct for Non-Executive Directors, Senior Management Personnel, and
other Executives and Employees, which is available on the website of the Company www.indialease.com. The
Company has received confirmations from the Non-Executive Directors as well as Senior Management Personnel
regarding compliance with the Code during the financial year under review. The Company has also adopted the Code of
Conduct for Independent Directors which suitably incorporates the duties of Independent Director as laid down in the
Companies Act, 2013. The same is available on the website www.indialease.com.

(b) ILD’s CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING & CODE OF CORPORATE DISCLOSURE
PRACTICES

As per SEBI (Prohibition of Insider Trading) Regulations,2015 the company is maintaining a Structural Digital Database
containing the names of such persons for entity as the case may be with whom the information is shared under this
Regulation. A separate e-mail id [e-mail] has been created which exclusively is being used for the
information of UPSI.

Mr. Rohit Madan, Manager, Company Secretary & CFO of the Company is a “Compliance Officer” in terms of the Insider
Trading Code.

22. AUDIT & AUDITORS

Statutory Auditors- Appointment & their Report

M/s. Jagdish Chand & Co., Chartered Accountants (FRN:000129N), the Statutory Auditors have audited the books of
accounts of the company for the financial year ended March 31,2024, and have submitted the Auditors Report thereon. The
Statutory Auditors have not given any qualification, reservation or adverse remarks or disclaimer in their Audit Report for the
year under review.

The Board of Directors of the Company on the recommendation of the Audit Committee have re-appointed M/s. Jagdish
Chand & Co, Chartered Accountants as the Statutory Auditors of the Company pursuant to Section 139 of the Companies
Act, 2013 for second term of consecutive 5 (five) years to hold office from the conclusion of the 37th AGM till the conclusion of
42nd AGM of the Company to be held in the year 2027.

In view of the amendment to Section 139 through the Companies (Amendments Act,2017) notified on May 07, 2018,
ratification of auditor’s appointment is no longer required. However, as required under Section 142 of the Companies Act,
2013, a proposal is put up for approval of members for authorizing the Board of Directors of the company to fix the Auditor’s
remuneration for the year 2024-25. The members are, therefore, requested to approve the same being the item of notice of
the AGM.

23. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, your Company has appointed M/s Anjali Yadav & Associates, (FCS No.6628 & CP
No.7257) Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended March 31,
2024.

The Secretarial Audit Report for the financial year ended March 31,2024, is annexed herewith in Form No. MR-3 forms an
integral part of this report.

The Company has complied with the Secretarial Standards for the Board Meeting (SS-1) and General Meeting (SS-2) during
the year 2023-2024.

Further, the Secretarial Compliance Report for the financial year ended March 31, 2024 Pursuant to requirements of
Regulation 24A of Listing Regulations, was also carried out by M/s Anjali Yadav & Associates, Company Secretaries, in
relation to compliance with all applicable SEBI Regulations/Circulars/Guidelines issued thereunder.

There were no adverse remarks, qualifications, or reservations in the Secretarial Audit Report and Secretarial Compliance
Report.

M/s Anjali Yadav & Associates, Secretarial Auditor, have also been appointed as scrutinizer to electronically submit the
consolidated Scrutinizer Report i.e. votes cast through remote e-voting and e-voting during AGM.

24. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

A certificate from M/s Anjali Yadav & Associates, Company Secretaries regarding the Non-Disqualification of Directors is
annexed as part of the Report.

25. INTERNAL AUDITOR & INTERNAL CONTROL

The company has an internal control system commensurate with the size, scale, and complexity of its operations and
documented procedures for various processes which are periodically reviewed by the Internal Auditor. Any Changes
warranted due to business needs are undertaken. Internal Audit is conducted at regular intervals. The scope and authority of
the Internal Audit is defined by Audit Committee. This system of internal control facilities effectively complies with Section 138
of the Companies Act, 2013, and the Listing Regulations.

To maintain its objectivity and independence, the Internal Auditor submits its report to the Chairman of the Audit Committee of
the Board. Audit Committee evaluates the efficiency and adequacy of internal control systems in the company. Based on the
report of the Internal Auditor, the company undertake corrective actions to strengthen the controls where required. Significant
audit observations and corrective actions thereon are presented to the Audit Committee. During the year under review, no
adverse remarks and reportable material weakness in the operation were observed.

26. MEETING OF THE BOARD OF DIRECTORS.

The Company Secretary, as per the directions of the Chairman, prepares the agenda of the Board/ Committee Meetings
which is invariably sent either by hand or by electronic mode, email, to the members well in advance in order to permit
adequate review. The Company Secretary records the minutes of each meeting and draft minutes are circulated to all
members of the Board well in advance.

During the year, six (6) Board meetings were convened and held. The Intervening gap between the meetings was within the
period prescribed under the Companies Act, 2013 and SEBI Listing Regulations. The details of all Board/Committee
meetings held are given in the Corporate Governance Report.

The details of the meetings of the Board of Directors are given in the Corporate Governance Report which forms part of this
Annual Report. It is ensured that the time gap between the two meetings is not more than 120 days.

27. BOARD COMMITTEES

Pursuant to requirements under the Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors has
constituted Committees of Board viz Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship
Committee, and Risk Management Committee. Details of each committee have been explained in the report on Corporate
Governance which forms part of this Annual Report.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

Since the company is not failing within the criteria of Section 135 of the Companies Act, 2013 accordingly. In view of the same
CSR Committee has not been constituted.

29. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI(LODR) Regulations,
2015 a separate meeting of the Independent Directors was held on March 20, 2024.

The Independent Directors at the meeting, inter alia, reviewed the following:¬
- Assessed the quality, quantity, and timeliness of the flow of information between the Company’s Management and the
Board that is necessary for the Board to effectively and reasonably perform their duties.

- In a separate meeting of Independent Directors, the performance of Non-Independent Directors and the Board as a
whole was also evaluated, additionally, they also evaluated the Chairman of the Board, taking into account the views of
Non-Executive Directors in the aforesaid meeting.

30. DECLARATION BY INDEPENDENT DIRECTORS

In terms of Section 149 of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, Sh. Arun Mitter (DIN:00022941)
Sh. Karun Pratap Hoon (DIN:05202566) and Sh. Dinesh Agnani (00591448) are the Independent Directors of the company
as on the date of this report.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of
high integrity and repute.

All Independent Directors of the company have given requisite declarations under Section 149(7) of the Companies Act, 2013
that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 Along with Rules
framed thereunder read with Regulation 16(1) (b) of SEBI (LODR) Regulations, 2015 and have complied with the Code of
Conduct of the company as applicable to the Board of Directors and Senior Managers.

31. INDEPENDENT DIRECTORS WITH MATERIALLY SIGNIFICANT, PECUNIARY, OR BUSINESS RELATIONSHIPS WITH
THE COMPANY.

There is no pecuniary or business relationship between Non-Executive Independent Directors and the company, except for
the Board and Committee Meetings.

32. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES, AND DIRECTORS.

The annual evaluation process of the Board of Directors, individual Directors, and Committees was conducted in accordance
with the provisions of the Companies Act , 2013 and the SEBI (LODR) Regulations, 2015, as amended.

The performance of the Committee was evaluated by the Board after seeking inputs from the Committee members on the
basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.

In compliance with the Companies Act, 2013, and Listing Regulations. The Board of Directors has carried out an Annual
Evaluation of its own performance, and also that of the Chairman, Directors, and Committee Members for the year under
review.

The Board of Directors and its Committee’s functioning was reviewed and evaluated on the basis of response from Directors,
Committee Members, on various aspects of the composition and functioning of the Board of Directors and its Committee.

In a separate meeting of Independent Directors, the performance of Non- Independent Directors, the performance of the
Board of Directors as a whole, including the performance of the Chairman & CEO, were also evaluated.

The Board of Directors expressed its satisfaction with the evaluation Results, which reflects the high degree of engagement
of the Board of Directors and its Committees with the company and its management.

The Board and the Nomination & Remuneration Committee reviewed the performance of individual Directors on the basis of
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 Board also assessed the quality, quantity, and timeliness of the flow of information between the company’s management
and the Board which is necessary for the Board to effectively and reasonably perform their duties.

33. POLICIES:

SEBI (LODR) Regulations, 2015 mandated the formulation of certain policies for all listed companies which are available on
the company’s website www.indialease.com.

34. VIGIL MECHANISM POLICY

Pursuant to Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 read with Section 177(9) of the
Companies Act, 2013 and as per Regulation 22 of the SEBI (LODR) Regulations, 2015, the Company has formulated Vigil
Mechanism Policy to enable Directors and employees to report genuine concerns or grievances, significant deviations from
key management policies and report any non-compliance and wrong practices, e.g. unethical fraud, violation of law,
inappropriate behaviour/ conduct etc.

The functioning of the Vigil Mechanism is reviewed by the Audit Committee from time to time. None of the Directors or
employees have been denied access to the vigil mechanism.

The Policy framed by the company is in compliance with the requirements of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015, and is available on the website the company www.indialease.com

35. WHISTLE BLOWER POLICY

The Company has formulated a formal Whistle Blower Policy for reporting improper or unethical practices or actions which
are in violation of the code of conduct of the company. The policy which is also available on the website of the company
provides adequate safeguard against victimization and has provided direct access to the Chairman of the Audit Committee by
the employees to state and redress their complaints/grievances. The details of the policy are explained in the Corporate
Governance Report and also available on the website of the company www.indialease.com.

36. REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, laid down a Nomination &
Remuneration Policy for the selection and appointment of the Directors, Key Managerial Personnel, and Senior Management
and their remuneration. The extract of the Nomination and Remuneration policy is provided in the Corporate Governance
Report which forms part of the Board’s Report.

37. POLICY FOR PREVENTION, PROHIBITION, AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN IN THE
WORKPLACE

The Company has adopted a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line
with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Companies Act,
2013 and the Rules thereunder. The Policy aims to provide protection to employees at the workplace and prevent and redress
complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe
working environment, where employees feel secure. The Company has also constituted an internal Complaints, known as
the Presentation of Sexual Harassment (“POSH”) Committee, to inquire into complaints of Sexual harassment, if any, and
recommend appropriate action.

The Company had no complaints of sexual harassment at the beginning of the year and the year and has not received any
complaints during the financial year. Accordingly, there are no complaints pending at the end of the financial year 2023-2024.

38. SUCCESSION POLICY

The Board has approved the Succession Policy as is required under Regulation 17(4) of SEBI Listing Regulations. In
accordance with the principles of transparency and consistency, your company has adopted governance policies for the
Board of Directors, Key Managerial Personnel, and Senior Management Appointment, remuneration & evaluation. These
governance policies, inter alia, outline Succession Planning for the Board, Key Managerial Personnel, and Senior
Management.

39. KEY MANAGERIAL PERSONNEL

During the year under review, the company has identified the following personnel as Key Managerial Personnel as per IND
AS-24:-

S. No.	Name of the Person	DIN/PAN/Membership	Designation
1.	Shri.Rajiv Gupta	00022964	Non-Executive Chairman
2.	Shri.Arun Mitter	00022941	Independent Director
3.	Shri Sharad Aggarwal*	00629816	Independent Director
4.	Ms. Sumana Verma	01448591	Non-Executive Director
5.	Shri. Karun Pratap Hoon	05202566	Independent Director
6.	Shri Dinesh Agnani1	00591448	Independent Director
7.	Shri. Murali.S	PAN-AIGPS2158B	Chief Executive Officer
8.	Shri. Rohit Madan	ACS No.-13636	Manager, Company Secretary & CFO

*Ceased to be Independent Director w.e.f March 26, 2024.

45. RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPTs) that were entered into during the financial year were on an arm’s length basis and were
in the ordinary course of business. 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.

None of the Directors or Key Managerial Personnel or Senior Management Personnel has any material, financial and
commercial transactions (except payment of remuneration as applicable). All Related Party Transactions are placed before
the Audit Committee and the Board.

Further, the details of the transactions with Related Party(ies) are provided in the Company’s financial statements in
accordance with the Accounting Standards, and a report in compliance with Regulation 23(9) of SEBI(LODR)
Regulations,2015 was also submitted to the Stock Exchange. The policy on RPTs is hosted on the company’s website
www.indialease.com.

The details of the related party transactions as per Indian Accounting Standards (IND-AS) 24 are set out in Note No.30 to the
Standalone Financial Statements of the company.

46. PARTICULAR OF EMPLOYEES

There were no employees who were in receipt of remuneration which inter-alia requires the Company to furnish the
particulars of employees as required under Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration Managerial
Personnel) Rules, 20l4.

47. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34(2)(f) of SEBI(LODR) Regulations,2015, the company is not falling in the criteria i.e. top 1000 listed
companies based on market capitalization and as such, Business Responsibility and Sustainability Report are not
applicable.

48. TRANSFER OR TRANSMISSION OR TRANSPOSITION OF SECURITIES

As per the provisions of Regulation 40(1) of the SEBI (LODR) Regulations, requests for effecting transfer of securities shall
not be processed unless the securities are held in the dematerialized form with a depository. Also the requests for
transmission or transposition of securities held in physical or dematerialized form shall be effected only in dematerialised
form.

Shareholders Grievance Committee comprising members of the Board meets to consider the requests for the transmission
or transposition of shares.

49. E-MAIL ID FOR INVESTOR’S GRIEVANCES

In terms of SEBI Listing Regulations, the company has a designated e-mail address i.e. [e-mail] for
the purpose of registering complaints by investors for redressal of their grievances.

50. APPEAL TO SHAREHOLERS/ INVESTORS

The Board has requested its shareholders/ investors regarding dematerialisation and other updations. The complete
information is being provided in the Corporate Governance Report.

51. CEO/CFO CERTIFICATION

The CEO and the CFO of the company have certified the Board regarding compliances being undertaken in terms of
Regulation 17 of SEBI Listing Regulations, 2015. The same was considered and approved by the Board of Directors of the
Company.

52. LISTING FEE

The listing fee for the year 2024-25 has already been paid.

53. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (IBC).

There is no application filed for corporate insolvency resolution process, by any financial or operational creditor or by the
company itself under the IBC before the NCLT.

54. RISK MANAGEMENT

The Company has adopted a Risk Management Policy in accordance with the provisions of the Companies Act, 2013 and
Regulation 17(9) of the SEBI Listing Regulations, it establishes various levels of risks with its varying levels of probability, the
likely impact on the business and its mitigation measures.

The internal Auditor evaluates the execution of Risk Management Practices in the Company, in the areas of risk identification,
assessment, monitoring mitigation and reporting. Asset Liability and Risk Management Committee oversees the Risk
Management and reports to the Audit Committee as well as the Board of Directors about risk assessment and management
procedures and status from time to time.

55. REPORTING FRAUD:

During the year under review, the Statutory Auditor and Secretarial Auditor have not reported any instances of frauds
committed in the Company by its Officers or Employees, to the Audit Committee under Section 143(12) of the Act details of
which needs to be mentioned in this Report.

56. COST RECORDS AND COST AUDITORS:

The provisions of Cost Audit and Cost Records as prescribed under Section 148 of the Companies Act, 2013 are not
applicable to the Company.

57. VOTING

The business as set out in the Notice will be transacted through an electronic voting system and the company is providing a
facility for voting by electronic means. The members may cast their votes using an electronic voting system (remote
e-Voting).

58. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, AND FOREIGN EXCHANGE EARNINGS/OUTGO

In terms of the requirements of clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013, read with the
Companies(Accounts) Rules, 2014, the particulars are given as under:-

		March 31,2024	March 31,2023
a)	Technology	It is not applicable	It is not applicable
b)	Conservation of Energy	-	-
c)	Transactions in Foreign Currency:
	a) Expenditure in Foreign Currency
	i) Repayment of Foreign Currency Loan	-	-
	ii) Interest on Foreign Currency Loan	-	-
	iii) Travelling Expenses	-	-
	b) Shares held by NRI Shareholders*	34,008	33,358
	i) No. of Shareholders	23	24

The Company had no earnings in foreign exchange.

59. ADDITIONAL DISCLOSURES

The Company has adopted Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs with effect
from April 01,2019, with a transition date of April 01,2018.

60. OTHER STATUTORY DISCLOSURES

a) Electronic copy of the Annual Report and the Notice of the AGM. Inter-alia, indicating the process and manner of voting
through remote e-voting are being sent to those members whose e-mail are registered with the Company/DPs for
communication purposes.

b) The audited financial statements, and other documents, like agreements with the Directors, and Manager for their
re-appointments will be kept for inspection by any member of the company at its Registered Office every day from 10.00
a.m. to 12.30 p.m. except Saturdays, Sundays & Holidays up to the date of AGM.

c) The financial results are placed on the company’s website at www.indialease.com

d) The Director’s Responsibility Statement as required by section 134(5) of the Companies Act, 2013 appears in a
preceding paragraph.

e) Cash Flow Statement for Financial Year ended March 31,2024, is attached to the Balance Sheet.

61. ONE-TIME SETTLEMENT

During the year under review, there were no instances of one-time settlements with banks or financial institutions.
ACKNOWLEDGEMENTS

Directors place on record their thanks for the assistance and cooperation received from all the stakeholders, bankers, and other
customers for their continued support and patronage.

Your Directors also wish to place on record the dedicated and devoted services rendered by all personnel of the Company.

For and on behalf of the Board of Directors
For India Lease Development Limited

Rajiv Gupta

Place: New Delhi Chairman

Date: August 12, 2024 DIN:00022964

1

Appointed as Independent Director w.e.f February 09, 2024.

40. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS.

There were no significant and /or material orders passed by the Regulator(s) or Court(s) or Tribunal(s) impacting the Going
Concern status of the company and its business operations in the future.

41. UNPAID / UNCLAIMED DIVIDEND-INVESTOR EDUCATION AND PROTECTION FUND (IE&PF)

In view of compliance of Section 124 of the Companies Act, 2013 read along with Companies (Declaration and Payment of
Dividend) Rules, 2014 the dividend which remained unclaimed and unpaid, if any, for a period of seven years from the date
they became due for payment has to be transferred to the above fund. There are no unclaimed & unpaid dividend which
required to be transferred to the above mentioned IE&P Fund.

42. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

In adherence to the company’s policy for safeguarding its assets, prevention of errors, and accuracy, the company’s internal
control systems are commensurate with the nature of its business, the size and complexity of its operations, and such internal
financial controls with reference to the financial statements are adequate and operating effectively.

43. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS UNDER SECTION 186.

Details of loans, guarantees, and investments, if any, covered under Section 186 of the Companies Act, 2013 are stated in
the notes to accounts of Financial Statements forming part of this Annual Report.

44. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

It provides an overview of the affairs of the Company, business environment, mission objectives, strengths, opportunities,
and internal control systems. The said management discussion and Analysis Report is forming part of this Annual Report.

---

Mar 31, 2015

The Board of Directors of India Lease Development Limited take pleasure in presenting their 30th (Thirtieth) Report on the business and operations of the company and the accounts for the financial year ended March 31,2015.

1. Financial Summary

The Board's Report is prepared based on the stand alone financial statements of the company. The company's financial performance for the year under review along with previous year figures are given hereunder:-

(Rs. in lacs)

Financial Results Year ended Year ended March 31, 2015 March 31, 2014

Gross Profit before depreciation, finance cost and provisioning (13.98) (43.59)

Less: Depreciation including impairment 1.33 0.93

Profit /(Loss) before provisions, exceptional items and tax (15.31) (44.52)

Add: Provision for doubtful debts written back 0.89 26.38

Add :Provision for diminution in value of investments (13.54) -

Less: Excess Depreciation of earlier years written back (1.60) -

Net Profit(/Loss) for the year (26.36) (18.14)

Total (Loss) (2113.76) (2087.40)

Losses carried forward to Balance Sheet (2113.76) (2087.40)

2. Review of Operations

Recovery of the dues is the main focus of the company and the management is confident that with the maximum recovery it would be possible to deploy the funds to earn better yield on investments.

3. Dividend & Reserves

In view of accumulated losses the company has not recommended any dividend for the year under review. Reserves and Surplus as on March 31, 2015 stood at Rs. 1447.70 lacs.

4. Share Capital

The Paid up Equity Share Capital as on March 31,2015 stood at Rs. 1471.30 lacs. During the year there is no increase in the Share Capital.

5. Finance and Accounts

Your company prepares its financial statements in compliance with the requirements of the Companies Act, 2013 and have been prepared on historical cost basis. The estimates and judgments relating to the financial statements are made on a prudent basis, so as to reflect a true and fair manner.

6. Corporate Governance

As per Clause 49 of the Listing Agreement with the Stock Exchange, Auditor's Certificate regarding the compliance of conditions of Corporate Governance (Annexure'A') and Management Discussion and Analysis Report(Annexure 'B') forms part of this report. A separate section on Corporate Governance practices followed by the company from the company's Auditors confirming compliance forms an integral part of this report.

7. Extract of Annual Return

Details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this report as Annexure- C and forms an integral part of the report.

8. Policy on Directors' Appointment and Remuneration and other details

The company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance report, which forms part of the directors' report.

As on the date of signing of this report, your board comprised of following four Directors

i) Sh. Rajiv Gupta, Chairman

The Board of Directors consequent to demise of Sh. Ved Prakash Gupa, Chairman Emeritus, designated Sh. Rajiv Gupta, as the Chairman, of the company with effect from May 21,2005. Sh. Rajiv Gupta is a Bachelor in Engineering from IIT, New Delhi. His appointment was duly approved by the shareholders in the meeting held on December 8, 2005. He has immense business experience and all around knowledge on subjects concerning Hire Purchase, Leasing, Corporate Finance, Taxation and Administration. His continued association with the company is considered absolutely necessary and valuable.

ii) Sh. Arun Mitter, Independent Director

Sh. Arun Mitter is a qualified Chartered Accountant. He has extensive business experience in general and financial management. His continued association with the company is considered necessary in the interest of the company. Shareholders in their meeting held on September 18, 2014 approved appointment of Sh. Arun Mitter as independent director not liable to retire by rotation in terms of Section 149(13) of the Companies Act, 2013. He was appointed for a period of 5 years i.e September 18, 2014 to September 17, 2019 and to receive remuneration by way of meeting, fee if any, for participation in the meetings of the Board or Committee thereof.

iii) Sh. Sharad Aggarwal, Independent Director

Sh. Sharad Aggarwal is a qualified Chartered Accountant and also holds a Law Degree. His appointment on the board of the company will be quite useful. Shareholders in their meeting held on September 18, 2014 approved appointment of Sh. Sharad Aggarwal as independent director not liable to retire by rotation in terms of Section 149(13) of the Companies Act, 2013. He was appointed for a period of 5 years i.e September 18, 2014 to September 17, 2019 and to receive remuneration by way of meeting fee, if any, for participation in the meetings of the Board or Committee thereof.

iv) Mrs. Sumana Verma, Non-Executive Non- Independent Additional Director

Mrs. Sumana Verma is a graduate and her appointment on the Board of the company as an Additional Director, on the recommendation of the nomination and remuneration committee, is to comply with the provisions of section 149 of the Companies Act, 2013, regarding appointment of Woman Director. She has rich business experience and board is confident that her appointment will be quite useful to the company.

Resignation of Director - Sh. M.K.Madan

Sh. M.K. Madan, due to personal reasons, resigned on April 9, 2015 and his resignation was accepted by the board. The board placed on record the services rendered by him during his tenure as a director of the company.

9. Director's Responsibility Statement

The Directors confirm that to the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013.

i) That in the preparation of the annual accounts for the financial year ended March 31,2015, the applicable accounting standards had been followed alongwith proper explanation relating to material departures, if any;

ii) The directors had 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 loss of the company for that period.

iii) That the directors had taken proper and sufficient care for 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 preventing and detecting fraud and other irregularities.

iv) That annual accounts have been prepared on 'going concern ' basis.

v) That 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; and

vi) That the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The audit observations on the financial statements are suitably explained as and where necessary in the notes on accounts.

10. Directors retiring by rotation

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the company's Articles of Association, Sh. Rajiv Gupta, Director retires by rotation in the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

11. Appointment of Women Director

Mrs. Sumana Verma was duly appointed on March 30, 2015 on the Board of Director of the company as an Additional Director in pursuance of Section 149(1) of the Companies Act, 2013, liable to retire by rotation, which office she holds till the next coming AGM.

12. Key Managerial Personnel

During the year under review, the company has identified following persons as Key Managerial Personnel.

Sl No. Name of the Person Designation

1. Sh Rajiv Gupta Chairman

2. Sh. Arun Mitter Director

3. Sh. Rohit Madan Manager & Company Secretary

13. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out annual evaluation of its performance, the directors individually as well as the evaluation of the working of its Audit and Nomination and Remuneration Committees. It has also evaluated the various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was also carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

14. Number of Meetings of the Board

The details of the number of meetings of the Board held during the Financial Year 2014-2015 forms part of the Corporate Governance Report.

15. Particulars of Loans, Guarantees or Investments by the Company

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. Refer Note No.35

16. Whistle Blower Policy

The Company has a whistle blower policy to report genuine concerns of grievances. The Whistle Blower Policy is also available on the website of the Company i.e. www.indialease.com.

17. Policy on Directors' Appointment and Remuneration and other details

The company's policy on directors' appointment and any other matter provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors' report.

18. Related Party Transactions

All transactions entered with Related Parties for the year under review were on arm's length basis and in the ordinary course of business. Further, there was no transaction with related parties that may have potential conflict with the interest of the company. Details of related party transactions entered into by the company in the ordinary course of business and at arm's length price are included in the notes forming part of the Financial Statements. Refer Note No. 35(7).

All Related Party Transactions are placed before the Audit Committee as also to the Board for approval.

The Policy on Related Party Transactions, as approved by the Board of Directors, has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-à-vis the Company.

19. Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act,2013 and the Rules made there under the current auditors of the company M/s S.N.Dhawan & Co, Chartered Accountants (Firm Regd No.000050N) are eligible to hold office for the second consecutive year( in the term of three consecutive years approved at the Annual General Meeting held on September 18,2014) and as such, are recommended for reappointment to audit the accounts of the company for the financial year ending 2015-16. As required under the provisions of Section 139 of the Companies Act,2013, the company has obtained written confirmation from M/s S.N. Dhawan & Co, Chartered Accountants that their appointment, if made, would be in conformity within the limits specified in the said section.

The members are requested to appoint M/s. S.N. Dhawan & Co, Chartered Accountants, as auditors for the year ending 2015-16 and to fix their remuneration.

20. Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the company has appointed M/s Anjali Yadav & Associates, a firm of Company Secretaries in Practice (FCS No.6628 & CP No.7257) to undertake the Secretarial Audit of the company. The Secretarial Audit Report is included as Annexure-D in Form No. MR-3 and forms an integral Part of this Report. There is no secretarial audit qualification for the year under review.

21. Internal Auditor & Internal Control

The internal audit has been entrusted to Mr. S.K. Aggarwal, a Chartered Accountant.

The company has in place adequate internal financial controls with reference to the financial statement and is in commensurate with its size, scale and complexities of its operations.

The Audit Committee periodically reviews the internal control systems with the management, internal auditors and statutory auditors and the adequacy of internal audit function, significant internal audit findings and follow ups thereon. As required under the provisions of Section 138 of the Companies Act, 2013, the company has obtained written confirmation from Sh. S.K. Aggarwal, Chartered Accountant, internal auditor, for his consecutive reappointment as internal auditor for the financial year ending 2015-16

22. Risk Management

The Board of directors has formed a risk management committee to frame, implement and monitor the risk management plan for the company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls.

The development and implementation of risk management policy has been covered in the management discussions and analysis, which forms part of this report.

23. Board Committee

The Board has the following committees:-

(i) Audit Committee

The audit committee of the Board of the Directors comprises of three (3) directors namely Sh. Rajiv Gupta, Sh. Arun Mitter, Sh. Sharad Aggarwal. Sh. Arun Mitter and Sh. Sharad Aggarwal are independent directors. Sh. Arun Mitter is the Chairperson of the Audit Committee.

The Board accepts recommendations of the Audit Committee whenever made by the committee.

(ii) Nomination & Remuneration Committee

Nomination & Remuneration Committee comprises of four(4) directors namely, Sh. Rajiv Gupta, Sh. Arun Mitter, Sh. Sharad Aggarwal, and Mrs. Sumana Verma. Out of four Directors, two directors are Independent Directors namely Sh. Arun Mitter and Sh. Sharad Aggarwal. Sh. Arun Mitter is the Chairman of the Remuneration & Nomination Committee.

The Board accepts recommendations of the Committee in the matter of appointment/reappointments of the Directors, Senior Managers and fixation of remuneration etc.

(iii) Stakeholders Relationship Committee

Stakeholders Relationship Committee comprised of three (3) Directors, namely Sh. Rajiv Gupta, Sh. Arun Mitter and Sh. M.K.Madan. Sh. M.K. Madan ceased to be director on April 9, 2015. Out of two Directors, one director is Independent Director. Sh. Arun Mitter, Independent Director, is the Chairman of Stakeholders Relationship Committee.

The Committee looks into and resolve the grievances of the stakeholders.

(iv) Risk Management Committee

Risk Management Committee comprises of two(2) Directors, namely, Sh. Arun Mitter and Sh. Sharad Aggarwal, both independent directors. Sh. Arun Mitter, Independent Director, is the Chairman of the Risk Management Committee.

24. CEO/CFO Certification

The CEO and the CFO of the company have certified to the Board with regard to the compliance made by them in terms of Clause 49(V) of the Listing Agreement.

25. Unpaid/Unclaimed Dividend- Investors Education and Protection Fund(IEPF)

In view of compliance of Section 205C of the Companies Act,1956 read with Investors Education and Protection Fund(Awareness and Protection of the Investors)Rules,2003, the dividend which remained unclaimed and unpaid , if any, for a period of seven years from the date they became due for payment has been transferred to the above Fund.

26. Particulars of Employees

There are no employees in receipt of remuneration which, inter-alia, requires the company to furnish the particulars of employees as 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.

27. Listing of Shares

The shares of the company are listed on the BSE Limited(BSE) The Listing fee for the year 2015-16 has already been paid to the credit of the stock exchange.

28. Dematerialization

Members who have not yet got their shares dematerialized, are requested to opt for the same in their own interest and send their certificate through Depository Participants(s) with whom, they have dematerialized account, to the Company's Registrar and Transfer Agents, M/s Alankit Assignments Limited, 1E/13, Alankit Height, Jhandewalan Extension, New Delhi-110055.

Further The Securities and Exchange Board of India(SEBI) has mandated the submission of Permanent Account Number(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participant with whom they are maintaining their Demat Accounts. Members holding shares in physical form can submit their PAN details to the company.

29. Compliance of the Statutory Authorities

The Company has complied with the requirements of the Stock Exchange, SEBI and Other statutory authorities on all matters relating to the capital market during the last three years. No penalties or strictures have been imposed on the company by the Stock Exchange or SEBI or any other statutory authorities relating to the above.

30. Code of Conduct for Directors and Senior Management

The Board of Directors of the Company has adopted a Code of Conduct for Directors and Senior Management and the same is available on the website of the Company i.e. www.indialease.com.

31. Insider Trading Code

The Board of Directors in their meeting held on May 14, 2015 has adopted a Code of Conduct under SEBI (Prohibition of Insider Trading) Regulations,2015 superseding the 1992 Code. The code is applicable to all designated and connected persons of the company and their immediate relatives, promoters, promoter group, all directors who are expected to have access to unpublished price sensitive information relating to the company. The company has appointed Mr. Rohit Madan, Manager & Company Secretary, as Compliance Officer under the said regulations.

32. E-mail ID for Investor's Grievances

In compliance of sub clause (f) to the Clause 47 of the Listing Agreement, the company has designated an e-mail address i.e. [e-mail] for the purpose of registering complaints by investors for redressal of their grievances.

33. Nomination Facility

In case, any of the members wish to avail facility of Nomination Form(Form SH-13) alongwith instructions, they are requested to send the duly completed form to the Registrars of the Company and/or at the Registered Office of the Company.

34. Consolidation of folios

Members who may have more than one folio in their individual name or jointly with other persons mentioned in the same order, are requested to write to the Registrars and Share Transfer Agents indicating the folio numbers for consolidation of similar holdings under one folio.

35. Public Deposits

The company has not taken or invited any fixed deposits from the public during the year under review within the meaning of Section 73 of the Companies Act, 2013 or rules made thereunder. Accordingly, there are no unclaimed deposits.

36. Conservation of energy, Technology, Absorption and Foreign Exchange earnings/Outgo

In terms of the requirements of clause (m) of sub section(3) of Section 134 of the Companies Act,2013, read with the Companies(Accounts)Rules, 2014, the particulars are given as under:- a) Technology - It is not applicable b) Conservation of Energy -do-

The Company had no earnings in foreign exchange.

37. Acknowledgements

Directors place on record their thanks for the assistance and cooperation received from Banks and all other customers for their continued support and patronage.

Yours Directors also wish to place on record the dedicated and devoted services rendered by all personnel of the Company.

By order of the Board

For India Lease Development Limited

Rajiv Gupta

Place: New Delhi Chairman

Dated: August 13, 2015 DIN:00022964

---

Mar 31, 2013

TO THE MEMBERS

The Directors present the Twenty Eighth (28th) Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS

The Financial Results of the Company for the year ended March 31, 2013 are summarised below for your consideration:-

Particulars Year ended Year ended March 31, 2013 March 31, 2012

Proft / (Loss) before taxation, interest, depreciation and provisions (29.91) (19.15)

Depreciation including impairment (1.26) (2.72)

Proft / (Loss) before provision for non performing assets & tax (31.17) (21.87)

Provision for non performing assets written back 1.59 181.37

Proft / Loss for the year (29.58) 159.50

Proft / Loss brought forward (2039.68) (2167.28)

Accumulated Losses brought forward from MGF Services Limited

Total Proft / Loss (2069.26) (2007.78)

Appropriations

Transferred to Statutory Reserves u/s 45-1C of the RBI Act, 1934 (31.90)

Balance carried forward to Balance Sheet (2069.26) (2039.68)

REVIEW OF OPERATIONS

The company is focusing its attention in recovery of the dues from the customers. The management is confdent that with the maximum recovery, the funds generated will be deployed to earn better yield on investments.

DIVIDEND

In view of accumulated losses, the Board has not recommended any dividend for the year under review.

COMPANY''S CATEGORY

The company continues to hold the certifcate issued by Reserve Bank of India in Category "B" as Non Accepting Deposits Non Banking Finance Company.

COMPLIANCE OF CLAUSE 31(a) OF THE LISTING AGREEMENT.

In terms of clause 31(a) of the listing agreement. Form ''A'' duly signed by the Director & CEO, CFO, Chairman Audit Committee & Statutory Auditor of the Co. would be fled with the Stock Exchange alongwith the copy of annual reports.

AUDITORS'' REPORT

Auditors'' Observations-FORM A

(i) Emphasis of matter in the Independent Audit Report.

The Company has discontinued fresh hire purchase/ leasing business. The management is of the view that the realization of the assets will be suffcient to pay off its entire liabilities. In view of the above the fnancial statements have been prepared on the assumption that the Company will continue as a going concern.

Management Comments

It has been suitably explained in Note-21 of Notes on Accounts

(ii) Non Compliance of Prudential Norms

There is non compliance of the provisions of Non Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 1998 with regard to maintenance of Credit Concentration/ Investments Norms in respect of lending to one of the company where these are exceeding the limits.

Management Comments

Although the net worth is positive but on account of accumulated losses this has a consequencial effect. There is non -compliance of the provision of Non Banking Financial Companies Prudential Norms (Resurve Bank) Directions, 1998.

REPORT ON CORPORATE GOVERNANCE

A detailed report on Corporate Governance together with Management Discussions and Analysis Report has been included separately in Annexure ''A'' and ''B'' respectively which forms part of the Director''s Report.

DIRECTORS'' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT,1956.

The Directors confrm that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures from the applicable accounting standards;

ii) 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 for the company as at the end of fnancial year ended March 31, 2013 and of the Loss of the Company for that period;

iii) The Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The statement of accounts for the year ended March 31,2013 have been prepared on a Going Concern Basis.

DIRECTORS

In accordance with the requirements of Section 256 of the Companies Act, 1956 and the Articles of Association of your company, Shri Raiv Gupta, Director and Shri Arun Mitter, Director retire by rotation and being eligible, offer themselves for re-appointment.

PARTICULARS OF EMPLOYEES

There are no employees in receipt of remuneration which, inter-alia, requires the company to furnish the particulars of employees as required by Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees), Rules, 1975.

DEMATERIALISATION

Members who have not yet got their shares dematerialized, are requested to opt for the same in their own interest and send their certifcate through Depository Participants(s) with whom, they have dematerialized account, to the Company''s Registrar and Transfer Agents, M/s Alankit Assignments Limited, 2E/21, Alankit House, Jhandewalan Extension, New Delhi-110055.

Further The Securities and Exchange Board of India(SEBI) has mandated the submission of Permanent Account Number(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their Demat Accounts. Members holding shares in physical form can submit their PAN details to the company.

AUDITORS

M/s S.N. Dhawan & Co., Chartered Accountants, Statutory Auditors, retire and are eligible for re-appointment. A certifcate under Section 224(1B) of the Companies Act, 1956, has been obtained.

SECRETARIAL AUDIT

Secretarial audit for the year 2012-2013 was carried out by, Practicing Company Secretary. The said secretarial unqualifed audit report forms part of this Annual Report.

The secretarial audit report confrms that the company has complied with all the applicable provisions of the Companies Act, 1956, Depositories Act, 1956, Listing Agreements with the Stock Exchanges, Securities Contracts(Regulations) Act, 1956 and all the regulations of SEBI as applicable to the company, including the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 1992.

COMPLIANCE BY THE COMPANY

The company has complied with the requirements of the Stock Exchange, SEBI and other statutory authorities on all matters relating to the capital markets during the last three years. No penalties or strictures have been imposed on the company by the Stock Exchange, SEBI or any other statutory authorities relating to the above.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors of the Company has adopted a Code of Conduct for Directors and Senior Management and the same is available on the website of the Company i.e. www.indialease.com

E-mail ID FOR INVESTOR''S GRIEVANCES

In compliance of sub clause (f) to the Clause 47 of the Listing Agreement, the company has designated an e-mail address i.e. [e-mail] of the grievance redressal division/compliance offer exclusively for the purpose of registering complaints by Investors.

NOMINATION FACILITY

In case, any of the members wish to avail facility of Nomination, Form (Form 2B) alongwith instructions, they are requested to send the duly completed form to the Registrars of the Company and/or at the Registered Offce of the Company.

CEO/CFO CERTIFICATION

The CEO and the CFO of the Company have certifed to the Board with regard to the compliance made by them in terms of Clause 49(V) of the Listing Agreement.

CONSOLIDATION OF FOLIOS AND AVOIDANCE OF MULTIPLE MAILING

Members who may have more than one folio in their individual name or jointly with other persons mentioned in the same order, are requested to write to the Registrars and Share Transfer Agents indicating the folio numbers for consolidation of similar holdings under one folio.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO.

In terms of the requirements of Clause (e) of sub section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars are given as under:- a) Technology Being a fnance company, the same is not applicable b) Conservation of Energy -do- c) Transactions in Foreign Currency -do- 31.03.13 31.03.12

a) Expenditure in Foreign Currency - - i) Repayment of Foreign Currency Loan - - ii) Interest on Foreign Currency Loan - - iii) Travelling Expenses - -

b) Shares held by Non Resident

Shareholders 9301 9123

No. of Shareholders 14 13

ACKNOWLEDGEMENTS

Directors place on record their thanks for the assistance and co-operation received from Banks and all other customers for their continued support and patronage.

Your Directors also wish to place on record the dedicated and devoted services rendered by all personnel of the Company.

By Order of the Board of Directors

For India Lease Development Limited Place : New Delhi Rajiv Gupta

Date : May 30, 2013 Chairman

---

Mar 31, 2010

The Directors present the Twenty Fifth (25th) Annual Report together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2010.

FINANCIAL RESULTS

The Financial Results of the Company for the year ended 31st March, 2010 are summarised below for your consideration:-

(Rs. In Lacs)

Year ended Year ended

31st March, 2010 31stt March, 2009

Profit/ (Loss) before taxation, interest,

depreciation and provisions (67.56) 68.02

Interest (0.47) (22.17)

Depreciation including Impairment (21.53) (32.49)

Profit / (Loss) before provision for no performing assets & tax (89.56) 13.36

Provision for non performing assets written back 92.31 67.47

Fringe benefit tax - (2.88)

Transferred to Statutory Reserves u/s 45I(C) of the RBI Act, 1934 (0.55) (15.59)

Net Profit 2.20 62.36

Balance b/fd from last year (2328.99) (2391.35)

Balance c/fd to Balance Sheet (2326.79) 2328.99

REVIEW OF OPERATIONS

The companys main thrust is to consolidate its existing operations and in doing so it is concentrating in recovery of dues from the customers. It is a Debt Free Company. The management is confident that with the maximum recovery, the funds generated will be deployed to earn better yield on investments.

DIVIDEND

In view of accumulated losses, your directors have not recommended any dividend for the year under review.

DEPOSITS AND CHANGE OF CATEGORY

There are no outstanding liability towards public deposits. Reserve Bank of India vide its certificate dated 2nd July, 2010 have confirmed the change of category from “A” i.e. Deposit Accepting Non Banking Finance Company to category “B” i.e. Non Accepting Deposits Non Banking Finance Company.

AUDITORS REPORT

INFORMATION AND EXPLANATIONS/OBSERVATIONS IN THE AUDITORS REPORT. A. OBSERVATIONS IN THE MAIN AUDITORS REPORT AND MANAGEMENT COMMENTS THEREOF. Auditors Observations

a) Para 2 -On a Going Concern Basis

It has been suitably explained in para 2 of Schedule-14 Notes on Accounts.

Para 3(a)

Accounting of Overdue Charges on Hire-Purchase/ Lease Receivables and Bill Discounted, Loans against hypothecation respectively,are accounted for on realisation basis, in view of significant uncertainties instead of on accrual basis.

In accordance with para 8(c) of accounting policy, overdues are consistently accounted for only on realisation basis.

b) Para 3(b)-Non Compliance of Prudential Norms

In view of negative net worth, this has a consequential effect which, inter-alia, means non compliance of the provisions of RBIs prudential norms as regards maintenance of Credit Adequacy Ratio (CAR), Credit/ Investments, etc

Observations in Annexure referred in paragraph 1 of the Auditor Report (CARO)

c) Para (i)(a) & (b)-Quantitative details of assets on lease

The management has since carried out physical verification of assets on lease. Confirmation from some lessees has been received.

d) Para 8 of Schedule 14- Notes to Accounts

Where the balances debit/credit are appearing, the same in the ordinary course of business, are at least equal to the amount at which they are stated and as such, no further comments are required.

In terms of RBI Directions, the Auditors have submitted a separate report to the Board of Directors. As the observations on account of negative net worth are general in nature viz, non meeting the requirement of capital adequacy and concentration of credit/investments, the same have been suitably explained hereinabove and have not been responded to separately.

REPORT ON CORPORATE GOVERNANCE

A detailed report on Corporate Governance together with Management Discussions and Analysis Report has been included separately in Annexure A and B respectively which forms part of the Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 217(2AA) OF THE COMPANIES ACT,1956.

The Directors confirm that:

i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures from the applicable Accounting Standards;

ii) 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 for the company as at the end of financial year ended 31st March,2010 and of the Profit of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) The statement of accounts for the year ended 31st March,2010 have been prepared on a Going Concern Basis.

DIRECTORS

In accordance with the requirements of Section 256 of the Companies Act, 1956 and the Articles of Association of your company, Shri Sharad Aggarwal, Director and Shri M.K.Madan, Director retire by rotation and being eligible, offer themselves for re-appointment

PARTICULARS OF EMPLOYEES

There are no employees in receipt of remuneration which, inter-alia, requires the company to furnish the particulars of employees as required by Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees), Rules, 1975.

DEMATERIALISATION

Members who have not yet got their shares dematerialized, are requested to opt for the same in their own interest and send their certificate through Depository Participants(s) with whom, they have dematerialized account, to the Companys Registrar and Transfer Agents, M/s Alankit Assignments Limited, 2E/21, Alankit House, Jhandewalan Extension, New Delhi-110055.

Further The Securities and Exchange Board of India(SEBI) has mandated the submission of Permanent Account Number(PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their Demat Accounts. Members holding shares in physical form can submit their PAN details to the company.

AMALGAMATION

Your Board has accorded its approval subject to its sanction u/s 391 to 394 of Companies Act, 1956 by the Honble High Court of Delhi to the proposed scheme of amalgamation of MGF Services Limited with your company. The necessary application to the appropriate authorities in this regard, is being moved. Further Reserve Bank of India and Stock Exchange, Mumbai have given the inprinciple approval to the above proposed scheme of amalgamation.

AUDITORS

M/s S.N. Dhawan & Co., Chartered Accountants, Statutory Auditors, retire and are eligible for re-appointment. A certificate under Section 224(1B) of the Companies Act, 1956, has been obtained.

SECRETARIAL AUDIT

In compliance of SEBI guidelines, Secretarial Audit is being carried out at the specified period. There were no adverse remarks in the Secretarial Audit Report. Secretarial Audit Report submitted by Practising Company Secretary is annexed separately.

COMPLIANCE BY THE COMPANY

The Company has complied with the requirements of the Stock Exchange, SEBI and other statutory authorities on all matters relating to the capital markets during the last three years. No penalties or strictures have been imposed on the company by the Stock Exchange, SEBI or any other statutory authorities relating to the above.

CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Board of Directors of the Company has adopted a Code of Conduct for Directors and Senior Management and the same is available on the website of the Company i.e. www.indialease.com

E-mail ID FOR INVESTORS GRIEVANCES

In compliance of sub clause (f) to the Clause 47 of the Listing Agreement, the company has designated an e-mail address i.e. [e-mail] of the grievance redressal division/compliance offer exclusively for the purpose of registering complaints by Investors.

NOMINATION FACILITY

In case, any of the members wish to avail facility of Nomination, Form (Form 2B) alongwith instructions, they are requested to send the duly completed form to the Registrars of the Company and/or at the Registered Office of the Company.

CEO/CFO CERTIFICATION

The CEO and the CFO of the Company have certified to the Board with regard to the compliance made by them in terms of Clause 49(V) of the Listing Agreement.

CONSOLIDATION OF FOLIOS AND AVOIDANCE OF MULTIPLE MAILING

Members who may have more than one folio in their individual name or jointly with other persons mentioned in the same order, are requested to write to the Registrars and Share Transfer Agents indicating the folio numbers for consolidation of similar holdings under one folio.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO.

In terms of the requirements of Clause (e) of sub section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the particulars are given as under:-

a) Technology Being a finance company, the same is not applicable

b) Conservation of Energy -do-

c) Transactions in Foreign Currency

31.03.10 31.03.09

a) Expenditure in Foreign Currency - -

I) Repayment of Foreign Currency Loan - -

ii) Interest on Foreign Currency Loan - -

iii) Travelling Expenses _ -

b) Shares held by Non Resident

Shareholders 7100 4901

No. of Shareholders 12 12

ACKNOWLEDGEMENTS

Directors place on record their thanks for the assistance and cooperation received from Banks and all other customers for their continued support and patronage.

Yours Directors also wish to place on record the dedicated and devoted services rendered by all personnel of the Company.

By Order of the Board of Directors For India Lease Development Limited Place : New Delhi Rajiv Gupta

Date : August 19,2010 Chairman