Directors Report of Minolta Finance Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting the 32^nd Annual Report of your Company together
with the Audited Statements of Accounts for the year ended March 31, 2024.

Financial Highlights

The financial performance of the Company is summarized hereunder:

in Lac)

Particulars	2023-24	2022-23
Revenue from Operation	138.26	59.91
Profit /(Loss) before Tax & Extraordinary Item	6.97	6.95
Less : Provision for Tax	1.81	1.81
Profit / (Loss) after Tax	5.16	5.14
Less : Extra-Ordinary Items	0.00	0.00
Add: Profit/(Loss) brought forward from Previous Year	67.53	62.39
Balance of Profit / (Loss) carried forward	72.69	67.53

State of Company''s Affairs and Future Outlook

The Company achieved a Turnover of ^138.26 lakhs during the Financial Year 2023-24, as against
^59.91 lakhs in 2022-23, registering a growth of 130.78 % over the last year. During the year Profit/
(Loss) before Tax & Extraordinary Item stood at ^ 6.97 lakhs as against ^ 6.95 lakhs during the
previous year. The Net Profit for the year 2023-24 stood at ^ 5.16 as compared to ^ 5.14 lakhs, during
the previous year.

The company is willing to continue to be in the business of Investment in financing but is also
willing to invest wisely so, as the Company can be a profit making entrepreneur, during the year
and thus, it can deliver to its Shareholders.

Change(s) in the Nature of Business

During the year under review, there was no change in the nature of the business of the Company.
Capital Structure & Changes in Share Capital

During the year under review, there were no changes in the Capital Structure as well as in Share
Capital of the Company.

Dividend

Due to marginal profit, the Directors do not recommend any Dividend for the year under review.
Demat Suspense Account/ Unclaimed Suspense Account

There were no shares underlying in the demat suspense account or unclaimed suspense account.
Transfer to Reserves

During the year under review, the Company has transferred to reserves in accordance with the
requirements of Section 45-IC (1) of the Reserve Bank of India Act, 1934.

Joint Ventures, or Associate or Subsidiaries, Companies, which become or ceased, during
the year

The Company did not have any subsidiary, joint venture or associate company, during the year
under review.

Directors and Key Managerial Personnel

Details of Directors and Key Managerial Personnel (KMP] appointed, re-appointed or resigned
during the year are as below:

Sl. No.	Name	Date of Appointment/ Re-appointment/ Resignation
1.	Mr. Vishal Chhaparia	Resigned, w.e.f. 24 June, 2023, as an Independent Director.
2.	Mr. Sanjeeban Chakraborty	Appointed, w.e.f. 4 May, 2023, as an Independent Director (Additional].
3.	Mr. Sanjeeban Chakraborty	Resigned, w.e.f. 29 December, 2023, as an Independent Director.
4.	Mrs. Swapna Singh	Appointed, w.e.f. 7 December, 2023, as an Independent Director (Additional].

Mr. Dinesh Kumar Patnia, is liable to retire by rotation at the ensuing Annual General Meeting
and being eligible, has offered himself for re-appointment.

None of the Directors of the Company have incurred any disqualification under Section 164(2] of
the Companies Act, 2013 (the Act], read with Rule 14(1] of the Companies (Appointment and
Qualification of Directors] Rules, 2014. All the Directors have confirmed that they are not
debarred from accessing the capital market as well as from holding the office of Director
pursuant to any Order of Securities and Exchange Board of India or Ministry of Corporate Affairs
or any other such regulatory authority.

In the view of the Board, all the Directors possess the requisite skills, expertise, integrity,
competence, as well as experience considered to be vital for business growth.

Information regarding the Directors seeking appointment/re-appointment as required by
Regulation 36 of the Listing Obligations and Disclosures Requirement, Regulations 2015 (Listing
Regulations] and Secretarial Standard-2 has been given in the notice convening the ensuing
Annual General Meeting.

Apart from the aforesaid, no changes in the KMP''s and Directors have taken place during the year
under review.

Declaration given by the Independent Directors under Section 149(7) of the Act

The Company has received declarations from all the Independent Directors confirming that they
meet the criteria of independence as prescribed under Section 149 of the Act as well as Listing
Regulations, if any applicable. The Independent Directors have also submitted a declaration
confirming that they have registered their names in the databank of Independent Directors as
being maintained by the Indian Institute of Corporate Affairs (IICA) in terms of Rule 6 of the
Companies (Appointment and Qualification of Directors] Rules, 2014.

None of the Independent Directors are aware of any circumstance or situation, which exist or
may be reasonably anticipated, that could impair or impact their ability to discharge their duties
with an objective independent judgement and without any external influence. The Board of
Directors have taken on record the declaration and confirmation submitted by the Independent
Directors after undertaking due assessment of the same and in their opinion the Independent

Directors are persons of integrity, expertise and experience and fulfill the conditions specified in
the Act and Listing Regulations, if any applicable and are independent of the management.

The Independent Directors have complied with the Code for Independent Directors prescribed in
Schedule IV to the Act along with the Code of Conduct for Directors, formulated by the Company
as per Listing Regulations, if any applicable.

Company''s Policy on appointment and remuneration of Directors, Key Managerial
Personnel

On the recommendation of Nomination and Remuneration Committee, the Company has
formulated and adopted a Nomination and Remuneration Policy which is in accordance with the
Act and the Listing Regulations, if applicable.

The Nomination and Remuneration Policy of the Company has been designed with the following
basic objectives:

a. to set out a policy relating to appointment and remuneration of Directors, Key Managerial
Personnel''s and other employees of the Company;

b. to ensure that the Company is able to attract, develop and retain high-performing and
motivated Executives in a competitive international market;

c. to ensure that the Executives are offered a competitive and market aligned remuneration
package, with fixed salaries being a significant remuneration component, as permissible under
the Applicable Law;

d. to ensure that the remuneration of the Executives are aligned with the Company''s business
strategies, values, key priorities and goals;

e. setting up the Board Diversity Criteria.

Number of Meetings of the Board

The Board of Directors of the Company, met 5 (Five) times, during the Financial Year 2023-24,

i.e., 30/05/2023, 08/08/2023, 10/11/2023, 07/12/2023 and 09/02/2024. At least 1 (one)
Board Meeting was held in every quarter and the time gap between any 2 (two) Board Meetings
did not exceed 120 days as prescribed under the SEBI Listing Regulations and the Act.

Separate Meeting of Independent Directors

During the year under review, the Independent Directors met on March 29, 2024 without the
presence of Non-Independent Directors and members of the Management and, inter alia:

(i) reviewed the performance of Non-Independent Directors and the Board as a whole;

(ii) reviewed the performance of the Chairperson of the Company, taking into account the views
of Executive Directors and Non-Executive Directors;

(iii) 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 & reasonably
perform their duties.

All Independent Directors were present at the meeting. The Independent Directors present at
the meeting deliberated on the above and expressed their satisfaction.

Corporate Social Responsibility

As, per Section 135 of the Act, net worth not exceeding Rupees Five Hundred Crore or more, or
turnover of Rupees not exceeding One Thousand Crore or more or a net profit not exceeding
Rupees Five Crore or more during the immediately preceding financial year, so the same was not
applicable to the Company.

Performance Evaluation of the Board, the Committees and the Individual Directors

Pursuant to the provisions of the Act and the SEBI Listing Regulations, if applicable, the
Nomination and Remuneration Committee has laid down the criteria for performance evaluation
on the basis of which the Board has carried out evaluation of its own performance, the
performance of Board Committees and of the Independent Directors individually.

During the financial year, the Board of Directors adopted a formal mechanism for evaluation of its
performance as well as that of its Committees and individual Directors including Chairman of the
Board. Through a structured evaluation process covering various aspects of the Board''s
functioning such as governance issues, performance of specific duties and obligations, experience
and competencies. Separate exercise was carried out to evaluate the performance of individual
Directors including the Chairman of the Board based on the parameters such as attendance at
Board / Committee Meetings, contribution at Board / Committee Meetings and guidance given to
Management and also based on questionnaire and feedback from all the Directors as a whole,
Committee and self-evaluation.

A separate meeting of Independent Directors was convened during the month of March 29, 2024,
which reviewed the performance of the Board as a whole, the Non-Independent Directors and the
Chairman of the Board. After the conclusion of the Independent Directors Meeting, the feedback
of Independent Directors were discussed by the Chairman of Nomination and Remuneration
Committee with the Chairman of the Board, covering the performance of the Board as a whole,
performance of Non-Independent Directors and the performance of the Chairman of the Board.

The performance evaluation of the Board was carried out based on the following:

> Board''s structure and composition

> Establishment and Delineation of responsibilities to Committees

> Efficacy of communication with external stakeholders

> Effectiveness of Board process, information and functioning.

Committees of the Board

As on March 31, 2024, the Company has the following Committees:

- Audit Committee;

- Nomination and Remuneration Committee;

- Stakeholder''s Relationship Committee; and

- Share Transfer Committee;

The aforesaid Committee deals with specific areas/activities that need a closer review and to
have an appropriate structure for discharging its responsibilities.

Audit Committee

The Audit Committee consists of three Directors out of which two are Independent Directors,
and the Managing Director. All members of the Audit Committee are financially literate and they
have accounting or related financial management expertise.

The primary purpose of the Audit Committee is to assist the Board of Directors (the “Board”] of
Minolta Finance Ltd. (the “Company”] in fulfilling its oversight responsibilities with respect to
(a] the accounting and financial reporting processes of the Company, including the integrity of
the audited financial results and other financial information provided by the Company to its
stockholders, the public, stock exchanges and others, (b) the Company''s compliances with legal
and regulatory requirements, (c) the Company''s independent auditors'' qualification and
independence, (d) the audit of the Company''s Financial statements, and the performance of the
Company''s internal audit function and its Independent Auditors.

Terms of Reference

The terms of reference of the Audit Committee as approved by the Board are as required under
Act and NBFC Regulations.

The members of Audit Committee met 4 (Four) times on 30/05/2023, 08/08/2023, 10/11/2023
and 09/02/2024, during the Financial Year ended on March 2024.

Name	Position	Category	Meetings Attended
Mr. Sanjeeban Chakraborty*@	Chairman	Independent, Non-Executive	2/2
Mr. Dinesh Kumar Patnia	Member	Executive Director	4/4
Mr. Vishal Chhaparia #	Chairman	Independent, Non-Executive	1/1
Mr. Pankaj Kumar	Member	Independent, Non-Executive	4/4
Mrs. Swapna SinghA	Chairman	Independent, Non-Executive (Additional)	1/1

#Resigned w.e.f. 24/06/2023 from the closure of the business hour.

@ Resigned w.e.f. 29/12/2023 from the closure of the business hour.

*Appointed w.e.f 04/05/2023
^A Appointed w.e.f 07/12/2023

The Committee reviews various aspects of the internal control system, financial and risk
management policies. The management makes a presentation before the Audit Committee on the
observation and recommendation of the Statutory and Internal Auditors to strengthen control
and compliance.

Nomination and Remuneration Committee

The Company has constituted Remuneration Committee. The Committee has power to regulate
its Meetings and proceedings. The Remuneration Policy relating to the remuneration of the
Directors, Key Managerial Personnel and other employees form the part of the Directors Report.

The Committee met two times during the year on dated 04/05/2023, 29/07/2023 and
07/12/2023 during the Financial Year ended on 31^st March 2024. The Composition of the
Nomination and Remuneration Committee and their attendance to the meetings of the

committee are as unHer-_-

Name	Position	Category	Meetings Attended
Mr. Sanjeeban Chakraborty#@	Chairman	Independent, Non-Executive	2/2
Mr. Dinesh Kumar Patnia	Member	Executive Director	3/3
Mr. Pankaj Kumar	Member	Independent, Non-Executive	3/3
Mr. Vishal Chhaparia a	Chairman	Independent, Non-Executive	1/1

# Appointed w.e.f 04/05/2023

@ Resigned w.e.f. 29/12/2023 from the closure of the business hour.

^A Resigned w.e.f. 24/06/2023 from the closure of the business hour.

Stakeholders'' Relationship Committee

The Board of Directors of the Company constituted its Shareholders'' and Investors'' Grievance
Committee. This Committee was constituted to specifically look into the shareholders'' and
investors'' complaints on matters relating to transfer of shares, non-receipt of annual report,
non-receipt of dividend, payment of unclaimed dividends etc. In addition, the Committee also
looked into matters that can facilitate better investor services and relations. The Board was kept
apprised of all the major developments on investors'' issues through various reports and
statements furnished to the Board from time to time throughout the year.

In compliance with the provisions of section 178 of the Act, the Board renamed the Committee as
''Stakeholders Relationship Committee'' and revised the terms of reference of said Committee as
follows:

1. To look into the redressal of complaints of security-holders on matters relating to transfer of
shares, dematerialisation of shares, non-receipt of annual report, non-receipt of dividend,
matters relating to issue of new share certificates etc.

2. To look into matters that can facilitate better security-holders services and relations.

3. Review of measures taken for effective exercise of voting rights by shareholders.

4. Review of adherence to the service standards adopted by the listed entity in respect of
various services being rendered by the Registrar & Share Transfer Agent.

The Share Department of the Company and the Registrar and Share Transfer Agent, Niche
Technologies Pvt. Ltd. attended to all grievances of the shareholders and investors received
directly or through SEBI, Stock Exchanges and Registrar of Companies etc.

The Minutes of Stakeholders Relationship Committee are noted by the Board of Directors at the
Board Meetings.

Continuous efforts are made to ensure that grievances are more expeditiously redressed to the
complete satisfaction of the investors. Shareholders are requested to furnish their telephone
numbers and email addresses to facilitate prompt action.

During the year under review, the Committee met on 29/09/2023 to, inter alia, reviews the
status of investors'' services rendered. The Committee expressed its satisfaction on the overall
status of compliance and actions taken on various matters.

Brief Details of Names, Position, Category and meeting attended by Members of Committee is as
follows:

Name	Position	Category	Meetings Attended
Mr. Sanjeeban Chakraborty#@	Chairman	Independent, Non-Executive	1/1
Mrs. Papiya Nandy	Member	Independent, Non-Executive	1/1
Mr. Pankaj Kumar	Member	Independent, Non-Executive	1/1

# Appointed w.e.f 04/05/2023

@ Resigned w.e.f. 29/12/2023 from the closure of the business hour.

Share Transfer Committee

The Board of Directors has constituted Share Transfer Committee under the Chairmanship of
Mr. Dinesh Kumar Patnia; Chairman with two other Independent Directors.

The members of Share Transfer Committee met one time on September 29, 2023 during the
Financial Year ended on 31^st March 2024.

Name	Position	Category		Meetings Attended
Mr. Dinesh Kumar Patnia	Chairman	Executive - Whole time		1/1
Mr. Sanjeeban Chakraborty#@	Member	Independent, Executive	Non-	1/1
Mr. Pankaj Kumar	Member	Independent, Executive	Non-	1/1

# Appointed w.e.f 04/05/2023

@ Resigned w.e.f. 29/12/2023 from the closure of the business hour.

Familiarization Programme

The Company has familiarized the Independent Directors with the Company, their roles,
responsibilities in the Company, nature of industry in which the Company operates, business
model of the Company, etc. The details relating to the familiarization programme are available on
the website of the Company at www.minolta.co.in

Fit and proper criteria & Code of Conduct

All the Directors meet the fit and proper criteria stipulated by the Reserve Bank of India (“RBI”].
All the Directors of the Company have affirmed compliance with the Code of Conduct of the
Company.

Credit Rating

The Company has successfully registered with Experian, a leading credit rating agency. We are
currently in the process of securing additional memberships with other reputable credit rating
agencies to further enhance our financial credibility and standing in the market.

Annual Return

Pursuant to the provisions of Section 134(3](a] and Section 92(3] of the Act, as amended, read
with Rule 12 of the Companies (Management and Administration] Rules, 2014, the draft Annual
Return of the Company for the Financial Year ended March 31, 2024 is available on the website of
the Company at www.minolta.co.in

Risk Management Policy

The Company has a Risk Management Policy which lays down the framework for identification
and mitigation of various risks. The specific objectives of the Risk Management Policy are to
ensure that all the current and future material risk exposures of the Company are identified,
assessed, quantified, appropriately mitigated and managed, to establish a framework for the
Company''s risk management process.

The Risk Management Framework emphasises proper analysing and understanding the
underlying risks before undertaking any transaction. This enables a proper assessment of all
risks and ensures that the transactions and processes conform to the Company''s risk appetite
and regulatory requirements.

The Risk Management Policy is discussed at the meeting of the Audit Committee of the Board of
Directors. The management accepts the suggestions with regard to mitigation of risks that may
arise in future. Further, in the opinion of the Board, there are no existing factors which threaten
the existence of the Company.

Internal Financial Control Systems with reference to Financial Statements and its
adequacy

According to Section 134(5] (e] of the Act, the term Internal Financial Control (''IFC''] means the
policies and procedures adopted by the Company for ensuring the orderly and efficient conduct
of its business, including adherence to Company''s policies, the safeguarding of its assets, the
prevention and early detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information.

The Company has adequate Internal Financial Control systems and procedures which are
commensurate with its size and nature of business. It is ensured that all the assets are
safeguarded and protected against loss and all transactions are authorized, recorded and
reported correctly. The Internal Financial Control systems of the Company are monitored and
evaluated and reviewed by the Audit Committee.

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. In this regard,
the Board confirms the following:

1] Systems have been laid to ensure that all transactions are executed in accordance with
management''s general and specific authorization;

2] Systems and procedures exist to ensure that all transactions are recorded, as necessary to
permit preparation of Financial Statements in conformity with Generally Accepted
Accounting Principles or any other criteria applicable to such statements, and to maintain
accountability for aspects and the timely preparation of reliable financial information;

3] Access to assets is permitted only in accordance with management''s general and specific
authorization. No assets of the Company are allowed to be used for personal purposes, except
in accordance with terms of employment or except as specifically permitted;

4] The existing assets of the Company are verified/ checked at reasonable intervals and
appropriate action is taken with respect to differences, if any; and

5] Proper systems are in place for prevention and detection of frauds and errors and for
ensuring adherence to the Company''s policies.

Management Discussions & Analysis Report

The Management Discussion and Analysis Report, in terms of Regulation 34, read with Schedule V
of the SEBI Listing Regulations, form part of this Report.

Management Discussion and Analysis Report, comprising an overview of the financial results,
operations / performance and future prospects of the Company is annexed and forms part of this
Report.

Corporate Governance Report

As, per Regulation 15 of the SEBI Listing Regulation, the paid up equity share capital not
exceeding Rupees Ten Crore and net worth not exceeding Rupees Twenty Five Crore, as on the
last day of the previous financial year so, the provisions as specified in regulations 17, 17A, 18,
19, 20, 21,22, 23, 24, 24A, 25, 26, 27 and clauses (b] to (i] and (t]] of sub-regulation (2] of
regulation 46 and the para C, D and E of Schedule V, were not applicable to the Company.

Particulars of Loans, Guarantees or Investments

The loan and guarantee given by the Company during the Financial Year ended March 31, 2024
are within the limits prescribed under Section 186 of the Act. Further, the details of the said loan
given, guarantee given and investment made are provided in the Notes to the Financial
Statements of the Company.

Compliance with Secretarial Standards

During the Financial Year 2023-24, the Company has complied with all the relevant provisions of
the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Human Resources and Industrial Relations

Employees are the most valuable and indispensable asset for a Company. A Company''s success
depends on the ability to attract, develop and retain best talent at every level. The Company has
always been proactive in providing growth, learning platforms, safe workplace and personal
development opportunities to its workforce. Company strives to maintain a skilled and dedicated
workforce, representing diverse experiences and viewpoints. The human resource department of
the Company are rooted in ensuring a fair and reasonable process for all-round development and
upliftment of talent through its persistent effort. During the year, the Company continued to
introduce initiatives and tools that helped continuous learning and development of new skills.

Particulars of Contracts or Arrangements with Related Parties

There was no Related Party Transactions (RPT] entered into by the Company, during the
Financial Year, which attracted the provisions of the Section 188 of the Act. There being no
''material'' related party transactions as defined under SEBI (Listing Obligations and Disclosure
Requirements] Regulations, 2015, so, there are no details to be disclosed in form AOC-2 in this
regard.

During the year 2023-24, pursuant to section 177 of the Act and SEBI (Listing Obligations and
Disclosure Requirements] Regulations, 2015, all RPT were placed before the audit committee for
its Prior/omnibus approval.

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 this Report

There have been no material changes and commitments, affecting the financial position of the
Company, which have occurred between the end of the Financial Year 2023-2024, of the
Company and the date of this Report.

Details of significant and material orders passed by the Regulators/ Courts/ Tribunals
impacting the going concern status and the Company''s operations in future

No such significant and material order has been passed by any Regulator/ Court/ Tribunals
against the Company, which will impact the going concern status and the Company''s operations
in future.

Statutory Auditors and Auditor''s Report

At the 28 ^th Annual General Meeting of the Company held on December 30, 2020, the members
approved appointment of M/s Khandelwal Prem & Associates, Chartered Accountants (Firm
Registration No. 317092E] as Statutory Auditors of the Company to hold office for a period of five
years from the conclusion of that Annual General Meeting till the conclusion of the 33^rd Annual
General Meeting.

The Notes on accounts referred to in the Auditors'' Report are self-explanatory and therefore, do
not call for any further explanations/comments.

The Auditor''s Report on the standalone financial statements of the Company for the year ended
March 31, 2024 forms part of this Annual Report and there are no qualifications, reservation,
adverse remark or disclaimer made by the Statutory Auditors in their report.

Reporting of frauds by Auditors

During the Financial Year 2023-24, the Auditors have not reported any fraud, as prescribed
under Section 143(12] of the Act.

Secretarial Auditors and Secretarial Audit Report

Pursuant to the provisions of section 204 of the Act, read with the Companies (Appointment and
Remuneration of Managerial Personnel] Rules, 2014, the Board of the Directors of the Company
has appointed, Mr. Arun Kumar Jaiswal (Certificate of Practice Number 12281] Company
Secretary in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit
Report for the Financial Year 2023-24, as issued by him in the prescribed form MR-3, is annexed
hereto and marked as Annexure B.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or
disclaimer.

Cost Audit and Cost Records

The provisions of Section 148 of the Act, with respect to maintenance of Cost Audit and Cost
Records are not applicable to the Company.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013

The Company is committed to provide the safe and conducive work environment to the employee
of the Company and has formulated ''Policy for Prevention of Sexual Harassment'' to prohibit,
prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the
redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy
work environment. Further, the Company has complied with the provisions relating to
constitution of Internal Complaints Committee under Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal] Act, 2013.

However, during the year under review, no cases were filed under the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal] Act, 2013.

Particulars of Employees

The particulars of employees, as required under Section 197(12] of the Act read with the
respective Rule of the Companies (Appointment and Remuneration of Managerial Personnel]
Rules, 2014, are annexed hereto, marked as ''Annexure - C

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Out Go

The Company being basically in to the business of NBFC and is lending its fund to Corporate
Clients and individuals. Beside this the Company is investing its fund in the Capital Market. Due to
said line of business, the requirement, regarding and disclosures of Particulars of conservation of
energy and technology absorption prescribed by the rule is not applicable to us.

The Company has not earned or used foreign exchange earnings/outgoings during the year under
review.

Public Deposits

During the year under review, the Company has not accepted any deposits from the public within
the meaning of section 73 of the Act and the rules there under.

Internal Auditor

Mr. Sanjay Khandelwal, Chartered Accountants (Firm Registration Number: 323311E], were
appointed as the Internal Auditors of the Company to conduct the Internal Audit for the Financial
Year 2023-24 in accordance with the provisions of Section 138 of the Act read with the Companies
(Accounts] Rules, 2014.

Business Responsibility Report

Pursuant to Regulation 34(2] of Listing Regulations, the top 1000 listed companies may required
to prepare a Business Responsibility Report, so the same are not applicable to the Company.

Vigil Mechanism

In terms of the Section 177(9] of the Act read with Rule 7 of the Companies (Meetings of Board
and its Powers] Rules, 2014, the Company has framed a Policy on Vigil Mechanism/ Whistle
Blower and the same was hosted on the website of the Company, i.e., www.minolta.co.in. with an
objective to provide an avenue to address concerns, in line with the policy of the Company to the
highest possible standards of ethical, moral and legal business conduct and its commitment to
open communication, as well as timely redressal of concerns and disclosures to build and
strengthen a culture of transparency and trust in the Company.

The mechanism also provides for adequate safeguards against victimization of director(s) or
employee(s) or any other person for availing the mechanism and in exceptional cases, direct
access to the Chairman of the Audit Committee to report instances of fraud/ misconduct. The
Audit Committee looks into the complaints raised, if any, and their redressal.

RBI Regulations

The Company has complied with the requirements prescribed by RBI, from time to time, as
applicable to it.

Other Disclosures

During the year under review, the Company has not obtained any registration / license /
authorisation, by whatever name called from any other financial sector regulators.

Directors Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations
obtained by us, we hereby make the following statements in terms of Section 134(3)(c) and
134(5] of the Act:

1] that in the preparation of the Annual Accounts for the Financial Year ended March 31, 2024,
the applicable Accounting Standards had been followed along with proper explanation
relating to material departures, if any;

2] that such accounting policies as mentioned in Notes to the Annual Accounts have been
selected and applied consistently and judgment and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
as at March 31, 2024 and of the profit of the Company for that period;

3] that 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 has been taken;

4] that the Annual Accounts has been prepared on a going concern basis;

5] that proper systems to ensure compliance with the provisions of all applicable laws are in
place and that such systems were adequate and operating effectively; and

6] that internal financial control to be followed by the Company are in place and that such
internal financial controls are adequate and are operating effectively.

General Disclosures

1. The Company has not issued equity shares with differential rights as to dividend, voting
or otherwise.

2. No proceedings are pending against the Company under the Insolvency and Bankruptcy
Code, 2016.

3. The Company serviced all the debts & financial commitments as and when they became
due and no settlements were entered into with the bankers.

4. The Company does not have any Employee Stock Option Plan.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the
employees of the Company and their gratitude to the Company''s valued customers, bankers,
vendors and members for their continued support and confidence in the Company.

Place: Kolkata By order of the Board

Date: May 30, 2024 For MINOLTA FINANCE For MINOLTA FINANCE

LIMITED LIMITED

Registered Office : Sd/- Sd/-

Unique Pearl, BL-A, SWAPNA SINGH DINESH KUMAR PATNIA

Hatiara, Roy Para, DIN : 07763175 DIN : 01709741

Kolkata- 700157 Independent Director Managing Director

---

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 22nd Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2014.

(Rs. in Lac)

FINANCIAL RESULTS Year Ended Year Ended 31.03.2014 31.03.2013

Income 9.58 10.16

Profit /(Loss) before Tax & extraordinary item (0.20) (0.11)

Less : Provision for Taxation 0.00 0.00

Profit / (Loss) after Tax (0.20) (0.11)

Less : Extra-Ordinary Items 0.00 0.20

Less : Statutory Reserves 0.37 0.37

Add: Profit/(Loss) brought forward from Previous Year (134.25) (134.33)

Balance of Profit / (Loss) carried forward (134.66) (134.25)

OVERVIEW OF ECONOMY

A survey by global consultancy firm Ernst & Young (E&Y) sees India as the world''s most attractive investment destination. With the opening up of foreign direct investment (FDI) in several sectors, India is today an eye-catching destination for overseas investors. The relaxation of norms by the government has created a vast opportunity for foreign players, who are competing for a greater role in the Indian market. Sectors projected to do well in the coming years include automotive, technology, life sciences and consumer products.

India has also become a hotbed for research and development (R&D) and the country is now a preferred destination for automotive R&D, as per a study on the Global Top 500 R&D spenders by globalization advisory and market expansion firm, Zinnov. The study noted that there was strong potential for growth in areas such as engineering analytics and that significant talent could be found in ''Deccan Triangle'' region, which encom- passes Pune, Bangalore and Hyderabad.

The World Bank has projected an economic growth rate of 5.7 per cent in FY15 for India, due to a more competitive exchange rate and several significant investments going forward.

India is the third biggest economy in the world in terms of purchasing power parity (PPP), according to a World Bank report. The country was ranked 10th in the previous survey conducted in 2005.

The stakes held by foreign institutional investors (FII) in Indian companies touched a record high in the fourth quarter of FY 14. The estimated value of FII holdings in India stands at US$ 279 billion.

The cumulative amount of FDI equity inflow into India stood at US$ 212,031million in the period April 2000- February 2014, while FDI equity inflow during April 2013-February 2014 was recorded as US$ 20,766 million, as per data published by Department of Industrial Policy and Promotion (DIPP).

Thus, the emphasis is on a massive road connectivity plan which will tie the region together and subsequently enhance economic objectives. Also, agricultural gross domestic product (GDP) in the country is projected to grow by over five per cent in the current agricultural year (July 2013-May 2014).

OVERALL PERFORMANCE & OUTLOOK

The Business environment remains extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall perform- ance for 2013-2014.

Due to sluggishness in economy and lack of demand by consumers, Gross income from operations remained at 9.58 Lac in comparison to last years'' figure of 10.16 Lac. In term of Net Loss, the same was of 0.20 Lac in comparison to last years'' net Profit of 0.09 Lac.

The Company is in to the Business of Investment and Financing activities.

The company is willing to continue to be in the business of Investment in financing but is also willing to invest wisely so as the Company can be a profit making entrepreneur during the year and thus can deliver to its Shareholders.

DIVIDEND

In view of losses as well as carried forward losses, your Directors do not recommend any Dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary Company.

MANAGEMENT DISCUSSIONS & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

There is no change in composition of Board during the Financial Year under review.

Further, none of the Directors of the Company are disqualified under sub-section (2) of Section 164 of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2014, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that period.

3. The Directors had 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.

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically in to the business of NBFC and is lending its fund to Corporate Clients and HNIs. Beside this the Company is investing its fund in the Capital Market. Due to said line of business, the require- ment regarding and disclosures of particulars of Conservation of Energy and Technology Absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has invested its money for acquiring latest Computer hardware and software.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s U. S. Agarwal & Associates, Chartered Accountants, Kolkata who are Statutory Auditors of the Company and holds the office until the conclusion of ensuing Annual General Meeting and ajre recommended for re-appointment to audit the account". of the Company from the conclusion of the 22n Annual General Meeting up to the conclusion of the 25th consecutive Annual General Meeting (subject to ratification by the members at every subsequent AGM). As required under the provisions of Section 139 & 142 of the Companies Act, 2013 the Company has obtained written confirmation from M/s. U. S. Agarwal & Associates that their appointment, if made, would be in conformity with the limits specified in the said Section.

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956

The Company is having no business other than the business of Investing in Securities Market as well as to lend money to Corporate and HNIs during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 73 of the Companies Act 2013 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agree- ment, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, May 27, 2014 By order of the Board For MINOLTA FINANCE LIMITED

Registered Office : Sd/- 37 A&B, Stephen House DINESH KUMAR PATNIA 4, B.B.D. Bagh (East) (DIN : 01709741) Kolkata-700 001 Chairman

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Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 21st Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2013.

(Rs. in Lacs)

FINANCIAL RESULTS Year Ended Year Ended 31.03.2013 31.03.2012

Income 10.16 5.82

Profit /(Loss) before Tax & extraordinary item (0.11) (6.80)

Less : Provision for Taxation 0.00 0.00

Profit / (Loss) after Tax (0.11) (6.80)

Less : Extra-Ordinary Items 0.20 17.92

Less : Statutory Reserves 0.37 0.46

Add: Profit/(Loss) brought forward from Previous Year (134.33) (109.11)

Balance of Profit / (Loss) carried forward (134.25) (134.33)

OVERVIEW OF ECONOMY

According to the latest estimates, Indian Economy grew by 5% in FY 2013, reflecting lower than expected growth in both industry and services sectors. Inflation also was at elevated levels. However with commodity and crude oil prices on the decline from the peak and with various policy initiatives coming through, the Economy is estimated to grow by around 6% in FY2014 with lower Inflation.

OVERALL PERFORMANCE & OUTLOOK

The Business environment remains extremely challenging and the recessionary economic conditions leading to slowdown in demand and inflation pushed scale up of input costs left its adverse imprint on overall performance for 2012-2013.

Due to sluggishness in economy and lack of demand by consumers, Gross income from operations remained at Rs. 10.16 Lac in comparison to last years'' figure of Rs. 5.82 Lac. In term of Net Loss, the same was of Rs. 0.11 Lac in comparison to last years'' net loss of Rs. 6.80 Lac. The Company is in to the Business of Investment and Financing activities.

The company is willing to continue to be in the business of Investment in financing but is also willing to invest wisely so as the Company can be a profit making entrepreneur during the year and thus can deliver to its Shareholders.

DIVIDEND

In view of loss as well carried forward losses, your Directors do not recommend any Dividend for the year under review.

SUBSIDIARY COMPANY

The Company does not have any Subsidiary Company.

MANAGEMENT DISCUSSIONS & ANALYSIS

As required by Clause 49 of Listing Agreement, the Management Discussion and Analysis is annexed and forms part of the Directors'' Report.

MANAGEMENT

There is no Change in Management of the Company during the year under review.

DIRECTORS

There is no change in composition of Board during the Financial Year under review.

In accordance with the requirements of the Companies Act, 1956 and as per the provisions of Articles of Association of the Company, Mr. Vikash Bansal is liable to retire after conclusion of forthcoming Annual General Meeting and is eligible, offers themselves for re-appointments in the forthcoming Annual General Meeting.

Except Mr. Vikash Bansal himself, none other Directors are interested in their respective re-appointments.

Further, none of the Directors of the Company are disqualified under section 274(1)(g) of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000 the Directors confirm that:

1. In the preparation of the annual accounts, for the year ended 31st March 2013, all the applicable accounting standards prescribed by the Institute of Chartered Accountants of India have been followed;

2. The Directors had adopted 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 of the Company for that period.

3. The Directors had 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.

4. The Directors had prepared the annual accounts on a going concern basis.

STATUTORY INFORMATION

The Company being basically in to the business of NBFC and is lending its fund to Corporate Clients and HNIs. Beside this the Company is investing its fund in the Capital Market. Due to said line of business, the requirement, regarding and disclosures of Particulars of conservation of energy and technology absorption prescribed by the rule is not applicable to us.

INFORMATION TECHNOLOGY

Your Company believes that in addition to progressive thought, it is imperative to invest in research and development to ascertain future exposure and prepare for challenges. In its endeavor to obtain and deliver the best, your Company has invested its money for acquiring latest Computer hardware and software.

RESEARCH & DEVELOPMENT

The Company believes that technological obsolescence is a reality. Only progressive research and development will help us to measure up to future challenges and opportunities. We invest in and encourage continuous innovation. During the year under review, expenditure on research and development is not significant in relation to the nature size of operations of your Company.

AUDITORS

The Auditors M/s U. S. Agarwal & Associates, Chartered Accountants, Kolkata hold the office until the conclusion of ensuing Annual General Meeting. Your Company has received certificate from the Auditors u/s 224(1B) of the Companies Act, 1956 to the effect that their reappointment if made, will be within the limit prescribed. The shareholders are requested to appoint Auditors and fix their remuneration.

COMMENTS ON AUDITOR''S REPORT :

The notes referred to in the Auditor''s Report are self explanatory and as such they do not call for any further explanation as required under section 217(3) of the Companies Act, 1956.

PARTICULARS OF EMPLOYEES

The information as required by provisions of section 217(2A) of the Companies Act, 1956 read with the companies (Particular of employees) amendments rules, 1975 is reported to be NIL.

PARTICULARS UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956

The Company is having no business other than the business of Investing in Securities Market as well as to lend money to Corporate and HNIs during the year under review and hence the information regarding conservation of energy, Technology Absorption, Adoption and innovation, the information required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988, is reported to be NIL.

FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company has not earned or used foreign exchange earnings/outgoings during the year under review.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act 1956 and the rules there under.

REPORT ON CORPORATE GOVERNANCE

The Company conforms to the norms of Corporate Governance as envisaged in the Companies Act, 1956 and the Listing Agreement with the Bombay Stock Exchange Limited. Pursuant to Clause 49 of the Listing Agreement, a Report on the Corporate Governance and the Auditors Certificate on Corporate Governance are annexed to this report.

APPRECIATION

Your Directors wish to place on record their appreciation towards the contribution of all the employees of the Company and their gratitude to the Company''s valued customers, bankers, vendors and members for their continued support and confidence in the Company.

Kolkata, May 30, 2013

By order of the Board

For MINOLTA FINANCE LIMITED

Registered Office :

37 A&B, Stephen House

4, B.B.D. Bagh (East) Sd/-

Kolkata-700 001 DINESH KUMAR PATNIA

Chairman

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Mar 31, 2009

Dear Shareholders,

The Directors are pleased to present the Seventeenth Annual Report and the Audited Accounts of the Company for the financial year ended 31 March 2009.

1. FINANCIAL RESULTS

Current Year Previous Year 2008-2009 2007-2008

Profit & Loss during the year -11273.43 -69005.84

Less: Provision for tax (including FBT) 844 674.00

Provision for NPA 4671767 5269730.36

Loss Brought forward -15515644.94 -10176234.74

Balance carried to Balance Sheet -20199529.37 -15515644.94



2. DIVIDEND

Your company has posted a loss of Rs.11273.43/- (Excluding NPA Provision as per RBI Guidelines Rs.4671767) for the year under review, as against a loss of Rs.69005.84 in the previous year. In view of losses incurred your directors regret their inability to declare any dividend.

3. PERFORMANCE REVIEW

During the year 2008-09 the performance of the company was not satisfactory. In spite of the intense competition from banks and financial institutions, your company expects to achieve satisfactory growth in the coming years.

4. CORPORATE GOVERNANCE

A report on corporate governance is annexed in the Annexure to the Director's Report.

5. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 2-17(2AA) of the Companies Act, 1956 and on the basis of explanation and compliance certificate-given by the executives of the company and subject to disclosures in the Annual Accounts and also on the basis of discussions with the Statutory Auditors of the company from time to time, we state as under:

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed;

ii) that 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 profit 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, 1956 and safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the directors had prepared the annual accounts on a going concern basis.

6. PUBLIC DEPOSITS

The Company has not accepted any deposits from the public. Hence no information is required to be appended to this report in terms of Non-Banking Financial Companies (Reserve Bank) Directives, 1977.

7. DIRECTORS

Shri VIKASH BANSAL, Director of the Company retires by rotation and, being eligible, offers himself for reappointment.

8. PARTICULARS OF EMPLOYEES

Since there is no employee drawing remuneration beyond the ceiling as provided under Section 217 (2A) the Companies Act, 1956, no particulars in this regard have been furnished.

9. AUDITORS

M/s U.S. AGARWAL & ASSOCIATES, Chartered Accountants, Kolkata Auditors of the Company shall be retiring at the conclusion of the ensuing Annual General Meeting and being. eligible offers themselves for reappointment.

10. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO.

The information required under Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Director) Rule, 1988 relating to the conservation of energy and technology absorption,-is not being given, since the Company is not engaged in manufacturing activity.

During the year, the Company did not earn and spend any foreign exchange.

11. ACKNOWLEDGEMENT

We wish to place on record our appreciation for the continued good wishes and co-operation extended to the Company by its Shareholders, Employees and Bankers.

For and on behalf of the Board of Directors

RAJESH KUMAR JHUNJHUNWALA

Chairman

Place: Kolkata DINESH KUMAR PATNIA

Date : 25th August, 2009 Compliance office/Managing Director