Directors Report of Money Masters Leasing & Finance Ltd.

Mar 31, 2024

Your Directors have pleasure in presenting their 30^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2024.

FINANCIAL RESULTS:

Particulars (Standalone)	(^ in lakhs)
	2023-24	2022-23
Total Income	207.50	233.46
Total Expenditure	138.79	165.58
Profit before exceptional items and Tax	68.71	67.88
Less: Exceptional Items	-	-
Profit before Tax	68.71	67.88
Less: Current Tax	17.86	19.00
Profit after Tax	50.84	48.88

DIVIDEND:

Your directors have decided to deployed back the profits earned during the year and therefore not

recommended any dividend for the current financial year.

RESERVES:

There are no amounts transferred to Reserves during the year under review except transfer of ^ 10.17 Lakhs to Reserves Funds under Section 45IC of Reserve bank of India Act, 1934. Credit balance of Profit and Loss Account is transferred to "Reserves and Surplus" in Balance Sheet.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company is not required to transfer any amount falling within the provisions of Section 125(2) of the Companies Act, 2013 (hereinafter referred to as "the Act") to Investor Education and Investor Fund.

INFORMATION ON THE STATE OF COMPANY''S AFFAIR:

The Company during the year sanctioned and disbursed 68 secured loan against hypothecation of computers, equipment, machinery etc. Totaling to a tune of ^ 517.20 lakhs. During the year the company collected ^ 566.18 lakhs by way of installments from hire purchase & loan accounts. Total outstanding advances as on 31^st March, 2024 stood at ^ 2841.66 lakhs. The company maintained its Asset Financing ratio way above the required RBI norms of 60% of its total assets, hence continuing as a Non-Banking Finance Company - Asset Financing Company (NBFC AFC).

There has been no change in the nature of business of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED DURING THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

> Migration from BSE SME Exchange to BSE Main Board:

Your Company have migrated equity shares from BSE SME Exchange to BSE Main Board Platform w.e.f 06^th May, 2024.

> Increase in Authorised Share Capital:

Post closure of the financial year, the members vide resolution passed by way of postal ballot on 28^th July, 2024 approved the increase of the Authorised Share Capital of the Company to ^ 34,00,00,000/-(Rupees Thirty-Four Crores Only) divided into 3,03,00,000 (Three Crores Three Lakhs) Equity Shares of ^. 10/- (Rupees Ten Only) each and 37,00,000 (Thirty-Seven Lakhs) Preference Shares of ^ 10/- (Rupees Ten Only) each to meet the Company''s growth requirement and strengthen the financial position by generation of resources by way of issuing securities.

> Sub-Division / Split of Equity Shares:

Post closure of the financial year, the Board of Directors of your Company approved, the sub-division/ split of equity shares, such that 1 (one) equity share having face value of ^10.00 (Rupees Ten only) each, fully paid-up, was sub-divided into 10 (ten) equity shares having face value of ^1.00 (Rupee One only) each, fully paid-up. Further, the members vide resolution passed by way of postal ballot on 28^th July, 2024 approved the said sub-division/ split of equity shares and consequential alteration in the existing Capital Clause of the Memorandum of Association (MOA) of your Company. After the requisite approvals of the BSE and the depositories i.e. NSDL and CDSL, new ISIN (INE340O01021) was allotted to your Company. The effect of change in face value of the share was reflected on the share price at the BSE effective from 22^nd August, 2024 i.e. record date for the purpose of sub-division/ split of equity shares of your Company.

As a result of the sub-division/ split of equity shares of your Company, it has become more affordable and encouraged participation of investors at large.

Accordingly, the capital structure of your Company posts sub-division/ split of equity shares is as follows:

Type of Capital	No. of shares	Face Value (in *)	Total Share Capital (in ^)
Authorised Share Capital Equity:	30,30,00,000	1	30,30,00,000
Preference:	37,00,000	10	3,70,00,000
Issued, Subscribed and Paid-up Share Capital Equity:	10,03,82,290	1	10,03,82,290
Preference:	26,13,500	10	2,61,35,000

PERFORMANCE REVIEW:

The Company is engaged in the business of Hire-purchase finance. The net receipts from Operations during the year under review were ^ 207.38 lakhs as against ^ 226.64 lakhs in the previous year. The Profit after tax is ^ 50.84 lakhs as against ^ 48.88 lakhs in the previous year.

Particulars	2023-24	2022-23
Deposits and interest payable	789.77	727.30
Corporate Deposits	118.23	114.23
Asset Financing	2807.74	2539.80

Gross and Net Non-Performing Advances have been ^ 65.12 lakhs and ^ 22.57 lakhs in FY 2023-24. In percentage terms Gross NPAs are now at 2.32 % and Net NPAs are at 0.80 % of total assets. Provision for NPA has been done in accordance to the norm.

APPROPRIATIONS:

Appropriations from the net profit after the write offs, write backs and provisioning have been affected as under:

Appropriations	(T in lakhs)
Provision for Income tax	65.12
Preference Share dividend and Dividend Distribution tax	-
Transfer to Reserves Fund 45IC	10.17

DIRECTORS'' RESPONSIBILITY STATEMENT:

As per the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors'' state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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;

c) 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;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint ventures and associate company.

SHARE CAPITAL:

The Paid-up Share Capital as on 31^st March, 2024 was ^. 12,65,17,290 /- comprising of 1,00,38,229 Equity

Shares of ^ 10/- each and 26,13,500 Non-Convertible Cumulative Redeemable Preference Shares of ^ 10/-

each.

(a) Tier I capital	47.91
(b) Tier II capital	9.82
(c) Total	57.73

(Minimum required by RBI norms 15%).

NETWORTH:

The net worth of the Company as of 31^st March, 2024, was ^ 1,536.34 lakhs comprising Equity Shares, Preference Shares and Reserves.

DEPOSITS:

The company has stopped accepting public deposits since December 2011 and has now registered as nonDeposit accepting NBFC (NBFC-ND)

ASSET FINANCING:

The average yield on Advances was 16.5 % pa. The Company was always above the required minimum norm of Asset financing of 60% of Total Assets.

INVESMENTS:

The Company had not made any Investment during the financial year 2023-24.

RBI GUIDELINES:

Your Company is a Non-Deposit Taking Non-Banking Financial Company- Asset Financing (NBFCND- AFC) and has complied with and continues to comply with all applicable regulations and directions issued by RBI from time to time.

KNOW YOUR CUSTOMER (KYC /ANTI-MONEY LAUNDERING (AML) MEASURES:

The Company has been implementing KYC/AML policy as approved by the Board of Directors in accordance with the PMLA 2002 (Prevention of Money Laundering Act 2002) and RBI/IBA (Reserve Bank of India/Indian Bank''s Association) guidelines.

HUMAN RESOURCES: KEY COMPETITIVE ADVANTAGE:

The Company strongly believes that in a service industry like Banking and finance, it is only through people and their contributions that most of the objectives like offering products to various customer groups and servicing the poor can be achieved. Your Company believes in spreading the risk, and financing self-generating assets like Auto rickshaws, taxis, machineries, equipments etc.

The Management has a healthy relationship with the officers and the Employee RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy duly approved by the Board and is overseen by the Audit Committee of the Company on a continuous basis to identify, assess, monitor and mitigate various risks to key business objectives.

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

The Company is in process of appointing Internal Auditor of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report, which forms part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT POLICY:

Your Company has a requisite policy for the Prevention of Sexual Harassment, which is available on the website of the Company at https://monevmasterscc.in/.

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as the employees employed in the company are less than 10 (Ten).

All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year no complaints were received by the Company related to sexual harassment.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from all Independent Directors as required under Section 149(7) of the Act that they meet the criteria of independence as laid down under Section 149(6) of the Act.

DECLARATION OF FIT & PROPER CRITERIA:

All the Directors of the Company have given the declaration to the effect that they are Fit & Proper, to be appointed as Director, as per the criteria prescribed by Reserve Bank of India ("RBI").

DISQUALIFICATION OF DIRECTORS:

The Company has received declarations from all the Directors including Independent Directors of the Company confirming that they are not disqualified on account of non-compliance with any of the provisions of the Act and as stipulated in Section 164 of the Act.

EVALUATION OF BOARD''S PERFORMANCE:

As per the requirements of the Act and SEBI Listing Regulations, a formal Annual Evaluation process has been carried out to evaluate the performance of the Board, the Committees of the Board, and the Individual Directors including the Chairperson.

The Board of Directors has diligently followed the necessary procedures for evaluating its performance, as well as that of its committees and individual members, in compliance with the Act and SEBI Listing Regulations, using an online survey mechanism through Diligent Boards.

The affirmation of the integrity, expertise, and experience of the Independent Directors reflects positively on their contributions to the company. Furthermore, the acknowledgment of the commitment to good governance and continuous improvement by the Board and its members is commendable, as it indicates a proactive approach to ensuring the organization''s success and growth.

The review concluded by affirming that the Board as a whole as well as its chairman, all of its members, individually, and the Committees of the Board continued to display a commitment to good governance by ensuring a constant improvement of processes and procedures and contributed their best in the overall growth of the organization.

NOMINATION AND REMUNERATION POLICY:

In adherence to the provisions of Sections 134(3(e) and 178(1) & (3) of the Act, the Board of Directors on the recommendation of the Nomination and Remuneration Committee had approved a policy on Directors'' appointment and remuneration. The said policy includes terms of appointment, criteria for determining qualifications and other matters. A copy of the same is available on the website of the Company at

https://moneymasterscc.in/.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• RETIREMENT BY ROTATION:

During the year under review, the Members at 29^th Annual General Meeting (AGM) held on 29^th September, 2023 approved the re- appointment of Mr. Ratish Tagde (DIN: 00024465), as the Director of the Company, who was due to retire by rotation at the said AGM and being eligible, had offered himself for appointment.

In accordance with the Act and the Articles of Association of the Company, Ms. Durriya Hozef Darukhanawala (DIN: 00177073) is liable to retire by rotation at the ensuing AGM and being eligible, has offered herself for reappointment as a Director liable to retire by rotation. Accordingly, the re-appointment of Ms. Durriya Hozef Darukhanawala (DIN: 00177073), Non-Executive Director is being placed for the approval of the Members at the ensuing AGM. A brief profile of Ms. Durriya Hozef Darukhanawala (DIN: 00177073), along with other related information forms part of the Notice convening the ensuing AGM.

• INDEPENDENT DIRECTORS

During the year under review, Mr. Vaibhav Vashist (DIN: 07500126) resigned as a Non-Executive Independent Director and Member of the Audit Committee of the Company with effect from 27^th April, 2023 and Mr. Javid Husain Parkar (DIN: 10265911) was appointed as an Additional (Non-Executive and Independent) Director of the Company by the Board of Directors on 10^th August, 2023, for a term of 5 (five) consecutive years with effect from 10^th August 2023. Further, Mr. Javid Husain Parkar appointment was approved by the members of the Company in the Annual General Meeting on 29^th September, 2023.

• KEY MANAGERIAL PERSONNEL

Mr. Hozef Abdulhussain Darukhanawala, Managing Director, Ms. Anjum Bahar Sayed, Chief Financial Officer and Mrs. Tripti Jain, Company Secretary and Compliance Officer are the key managerial personnel of the Company.

During the year under review, Members have approved the re-appointment of Mr. Hozef Abdulhusaain Darukhanwala as Managing Director of the Company for a period of 3 years in the Annual General Meeting on 29^th September, 2023.

During the year under review, the Board met 8 (Eight) times on 30^th May, 2023, 17^th June, 2023, 10^th August,

2023, 4^th September, 2023, 8^th November, 2023, 15^th November, 2023, 13^th February, 2024 and 26^th March,

2024.

The details regarding the number of meetings attended by each Director during the year under review have been furnished in the Corporate Governance Report attached as part of this Annual Report

The Board has constituted following three Committees:

a. AUDIT COMMITTEE:

Audit Committee comprises of the following members as on 31^st March, 2024.

1. Mr. Vijaypratap Talukdar Singh-Chairman

2. Mr. Javid Husain Parkar

3. Mrs. Durriya Darukhanawala

During the year under review the Audit Committee met 6 times on 30^th May, 2023, 10^th August, 2023, 4^th September, 2023, 8^th November, 2023, 13^th February, 2024 and 26^th March, 2024 and all the members have attended the said meetings.

b. NOMINATION AND REMUNERATION COMMITTEE:

Nomination and Remuneration Committee comprises of the following members as on 31^st March, 2024.

1. Mr. Vijaypratap Talukdar Singh--Chairman

2. Mr. Javid Husain Parkar

3. Mrs. Durriya Darukhanawala

During the year under review the Nomination and Remuneration Committee met 1 time on 10^th August, 2023 and all the members have attended the said meetings.

c. STAKEHOLDERS RELATIONSHIP COMMITTEE:

Stakeholder Relationship Committee comprises of the following members as on 31^st March, 2024.

1. Mr. Vijaypratap Talukdar Singh--Chairman

2. Mr. Javid Husain Parkar

3. Mr. Ratish Tagde

During the year under review the Nomination and Remuneration Committee met 1 time on 10^th August, 2023 and all the members have attended the said meetings.

PARTICULARS OF EMPLOYEES:

Disclosures of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as Annexure I.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company is registered Non-Banking Financial Company (NBFC) and therefore the provision related to loans and investments u/s 186 of the Act is not applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not required to develop and implement any Corporate Social Responsibility initiatives as the said provisions are not applicable.

RELATED PARTY TRANSACTIONS:

During the financial year 2023-24, your Company has not executed any transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014. During the financial year 2023-24, there were no transactions with related parties which qualify as material transactions under the SEBI Listing Regulations and applicable Act.

Your Company has framed a Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board is available in the Company''s weblink at https://www.monevmasterscc.in/.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

ANNUAL RETURN:

In accordance with the requirements of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in the prescribed format proposed to be submitted to the Registrar of Companies for the financial year ended 31^st March, 2024 is available in the Company''s weblink at https://www.moneymasterscc.in/.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as below:

• Energy Conservation: Company working in such business segment which does not require it to take steps for energy conservation.

• Technology Absorption: company working in such business segment which does not require to take steps for Technology Absorption.

• Foreign Exchange Earnings and Outgo: During the period under review there was no foreign exchange earnings or out flow.

REPORT ON CORPORATE GOVERNANCE:

The company has complied with all the mandatory requirements of Corporate Governance specified by the Securities and Exchange Board of India through Part C of Schedule V of SEBI Listing Regulations. As required by the said Clause, a separate report on Corporate Governance forms part of the Annual Report of the Company.

A certificate from the Managing Director and Chief Financial Officer on compliance with Part B of Schedule II of SEBI Listing Regulations forms part of the Corporate Governance Report. Further, a certificate from M/s. HRU & Associates., Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance pursuant to Part E of Schedule V of SEBI Listing Regulations is Annexed to the Corporate Governance Report as Annexure II.

Copies of various policies adopted by the Company are available on the website of the Company at https: //monevmasterscc.in / .

MANAGEMENT DISCUSSION & ANALYSIS

In terms of Regulation 34 of SEBI Listing Regulations, a review of the performance of the Company is provided in the Management Discussion & Analysis section, which forms part of this Annual Report as Annexure III.

STATUTORY AUDITORS:

M/s. Nipa N Shetty & Co. Chartered Accountant having membership number 122319 were appointed as Statutory Auditors of the Company at the 28^th Annual General Meeting (AGM) held on 28^th September, 2022 for a term of five (5) years i.e. till the conclusion of the 33^rd Annual General Meeting of the Company. However, M/s. Nipa N Shetty & Co. Chartered Accountant having membership number 122319 vide their letter dated 20^th March, 2024 have resigned as Statutory Auditors of the Company with effect from 20^th March, 2024 due to the reasons of preoccupation in other assignments and voluminous audit related work involved. The Board of Directors of the Company at their meeting held on 26^th March, 2024, on the recommendation of the Audit Committee, has appointed M/s. P S V Jain & Associates, Chartered Accountants (Firm Registration no. 131505W), Mumbai to fill the Casual Vacancy caused due to resignation of M/s. Nipa N Shetty & Co. Chartered Accountant having membership number 122319 till the conclusion of 30^th AGM. The Board of Directors has also recommended for regular appointment of M/s. P S V Jain & Associates, Chartered Accountants (Firm Registration no. 131505W), Mumbai as the statutory auditors of the Company for a term of 5 consecutive years from the conclusion of 30^th AGM till the conclusion of 35^th AGM of the Company

AUDITORS'' OBSERVATION & REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

SECRETARIAL AUDIT:

Pursuant to Section 204 of the Act, your Company had appointed M/s. HRU & Associates., Practicing Company Secretaries as its Secretarial Auditors to conduct the secretarial audit of the Company for FY 2023-24. The Company provided all assistance and facilities to the Secretarial Auditor for conducting their audit. The Report of Secretarial Auditor for FY 2023-24 is annexed to this report as Annexure IV.

There are no audit qualifications, reservations, disclaimers, or adverse remarks in the said Secretarial Audit Report. However, there is one observation for which the responses from the management is stated as below.

The Company has not appointed internal auditor for the financial year under review as per the provision of the Companies Act, 2013.

The Company is in process of finalizing the internal auditor.

FRAUD REPORTED BY AUDITORS:

During the year under review, neither the Statutory Auditor nor Secretarial Auditor have reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee of the Board and the Board of Directors under Section 143 of the Act, details of which need to be mentioned in this report.

MAINTENANCE OF COST RECORDS:

The Company being Non-Banking Finance Company, maintenance of cost records as prescribed under Section 148 of the Act is not applicable.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

The Company has a Vigil Mechanism in place to deal with instances of fraud and mismanagement if any. The mechanism also provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee of the Board in exceptional cases. The Company also provides direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company. The said Policy, covering all employees, Directors, and other people having an association with the Company, is hosted on the Company''s website at https://moneymasterscc.in/.

We affirm that during the financial year 2023-24, no Employees or Directors were denied access to the Audit Committee.

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

During the year under review, no applications were filed against the Company by any financial or operational creditors.

SECRETARIAL STANDARDS:

During the year under review, your Company has complied with the Secretarial Standards, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, in terms of Section 118(10) of the Act.

ACKNOWLEDGEMENTS:

The Board of Directors wish to acknowledge the continued support and co-operation extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs, other government authorities, Bankers, customers and other stakeholders for their support and guidance.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company at all the levels.

no

The Board is also indebted to the RBI, and other regulatory authorities, various financial institutions, Banks for their valuable support and guidance to the company from time to time.

On behalf of Board of Directors of Money Masters Leasing & Finance Limited

Hozef Darukhanawala Durriya Darukhanawala

Managing Director Director

DIN:00177029 DIN: 00177073

Date: 30^th August, 2024 Date: 30^th August, 2024

Place: Mumbai Place:Mumbai

---

Mar 31, 2023

The Directors have pleasure in presenting their 29^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended 31^st March, 2023.

FINANCIAL RESULTS:

Particulars (Standalone)	(Amount in INR/lakhs)
	2022-23	2021-22
Total Income	233.46	238.79
Total Expenditure	165.58	179.70
Profit before exceptional items and Tax	67.88	59.08
Less: Exceptional Items	-	-
Profit before Tax	67.88	59.80
Less: Provision for Tax	19.00	17.50
Profit after Tax	48.88	41.58

DIVIDEND:

Your directors have decided to deployed back the profits earned during the year and therefore not recommended any dividend for the current financial year. However, the Company has not issued bonus shares during the financial year ended 2023.

RESERVES:

There are no amounts transferred to Reserves during the year under review except transfer of Rs. 9.78 Lakhs to Reserves Funds under Section 45IC of Reserve bank of India Act, 1934. Credit balance of Profit and Loss Account is transferred to "Reserves and Surplus" in Balance Sheet.

INFORMATION ON THE STATE OF COMPANY''S AFFAIR:

The Company during the year sanctioned and disbursed 77 secured loan against hypothecation of computers, equipment, machinery etc. Totaling to a tune of Rs 327.24 lakhs. During the year the company collected Rs 450.31 lakhs by way of installments from hire purchase & loan accounts. Total outstanding advances as on 31^st March, 2023 stood at Rs. 2578.02 lakhs. The company maintained its Asset Financing ratio way above the required RBI norms of 60% of its total assets, hence continuing as a Non-Banking Finance Company - Asset Financing (NBFC AFC).

There has been no change in the nature of business of the Company during the year under review.

PERFORMANCE REVIEW:

The Company is engaged in the business of Hire-purchase finance. The net receipts from Operations during the year under review were Rs. 233.46 lacs as against Rs. 238.79 lacs in the previous year. The Profit after tax is Rs.48.88 lacs as against Rs.41.59 lacs in the previous year.-

SNAPSHOT OF PERFORMANCE:

(Amount in INR/lakhs)
Particulars	2022-23	2021-22
Deposits and interest payable	-	-
Corporate Deposits	2539.80	121.23
Asset Financing	114.23	2495.48

Gross and Net Non-Performing Advances have been Rs. 91.3568.23 lacs and Rs.62.2391.35 lacs in FY 20212-223. In percentage terms Gross NPAs are now at 2.3.5692 % and Net NPAs are at 2.401.21 % of total assets. Provision for NPA has been done in accordance to the norm.

APPROPRIATIONS:

Appropriations from the net profit after the write offs, write backs and provisioning have been affected as under:

Appropriations	(Amount in INR/lakhs)
Provision for Income tax	47.25
Preference Share dividend and Dividend Distribution tax	4.59
Transfer to Reserves Fund 45IC	9.77

DIRECTORS'' RESPONSIBILITY STATEMENT

As per the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors'' state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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;

c) 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;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint ventures and associate company.

SHARE CAPITAL:

The Paid-up Share Capital as on March 31, 2023 was Rs. 11,85,17,290 /- comprising of 10038229 Equity Shares of Rs.

10/- each and 1813500 Non-Convertible Cumulative Redeemable Preference Shares of Rs.10/- each.

12. CAPITAL ADEQUACY RATIO:

(a) Tier I capital	46.16
(b) Tier II capital	6.81
(c) Total	52.98

(Minimum required by RBI norms 15%).

NETWORTH:

The net worth of the Company as of March 31, 2023, was Rs.1409.99 lacs comprising Equity Shares, Preference Shares, Reserves.

DEPOSITS:

The company has stopped accepting public deposits since December 2011.And has now registered as Non-Deposit accepting NBFC (NBFC-ND)

ASSET FINANCING:

The average yield on Advances was 16.5 % pa. The Company was always above the required minimum norm of Asset financing of 60% of Total Assets.

INVESMENTS:

The Company had not made any Investment during the financial year 2022-23.

RBI GUIDELINES:

Your Company is a Non-Deposit Taking Non-Banking Financial Company- Asset Financing (NBFCND- AFC) and has complied with and continues to comply with all applicable regulations and directions issued by RBI from time to time.

KNOW YOUR CUSTOMER (KYC/ANTI-MONEY LAUNDERING (AML) MEASURES:

The Company has been implementing KYC/AML policy as approved by the Board of Directors in accordance with the PMLA 2002 (Prevention of Money Laundering Act 2002) and RBI/IBA (Reserve Bank of India/Indian Bank''s Association) guidelines.

HUMAN RESOURCES: KEY COMPETITIVE ADVANTAGE:

The Company strongly believes that in a service industry like Banking and finance, it is only through people and their contributions that most of the objectives like offering products to various customer groups and servicing the poor can be achieved. Your Company believes in spreading the risk, and financing self-generating assets like Auto rickshaws, taxis, machineries, equipments etc.

The Management has a healthy relationship with the officers and the Employee.

RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy duly approved by the Board and is overseen by the Audit Committee of the Company on a continuous basis to identify, assess, monitor and mitigate various risks to key business objectives.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015, the Management Discussion and Analysis Report, which forms part of this Annual Report.

PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company is not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as the employees employed in the company are less than 10 (Ten).

All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2022-23 no complaints were received by the Company related to sexual harassment.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from all Independent Directors as required under section 149(7) that they meet the criteria of independence as laid down under Section 149(6) of the Act.

DECLARATION OF FIT & PROPER CRITERIA:

All the Directors of the Company have given the declaration to the effect that they are Fit & Proper, to be appointed as Director, as per the Criteria prescribed by RBI.

DISQUALIFICATION OF DIRECTORS:

The Company has received declarations from all the Directors including Independent Directors of the Company confirming that they are not disqualified on account of non-compliance with any of the provisions of the Act and as stipulated in Section 164 of the Act.

EVALUATION OF BOARD''S PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:• Retirement by Rotation:

During the year under review, the Members at 28th AGM held on 28^th September, 2022 approved the re- appointment of Mrs. Duraiya Hozef Darukhanawala (DIN: 00177073), as the Director of the Company, who was due to retire by rotation at the said AGM and being eligible, had offered himself for appointment.

In accordance with the Act and the Articles of Association of the Company, Mr. Ratish Tagde (DIN: 00024465), is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re- appointment as a Director liable to retire by rotation. Accordingly, the re-appointment of Mr. Ratish Tagde (DIN: 00024465), Non-Executive Director is being placed for the approval of the Members at the ensuing AGM. A brief profile of Mr. Ratish Tagde along with other related information forms part of the Notice convening the ensuing AGM. Your Board has recommended her reappointment.

• Independent Directors

During the year under review, Dr. Sadhana Sandeep Pai (DIN: 00177146) resigned as a Non-Executive Independent Director and Member of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee of the Company with effect from 4^th August, 2022. The Board places on record its appreciation for contribution made by her during her tenure as Independent Directors of your Company.

After the end of the financial year, Mr. Vaibhav Vashist (DIN: 07500126) resigned as a Non-Executive Independent Director and Member of the Audit Committee of the Company with effect from 27^th April, 2023 and Mr. Javid Husain Parkar (DIN: 10265911) was appointed as an Additional (Non-Executive and Independent) Director of the Company by the Board of Directors on 10^th August, 2023, for a term of 5 (five) consecutive years with effect from 10^th August 2023 subject to the approval of members in the ensuing Annual General Meeting.

• Executive Directors

Mr. Hozef Abdulhusaain Darukhanwala (DIN: 00177029) was again re-appointed as Managing Director of the Company for a period of 3 years w.e.f. 1^st October, 2019 till 30^th September, 2022, by the Board of the Company and his appointment was approved by the Shareholders of the Company at the AGM held on 30^th September, 2019.

Further, Mr. Hozef Abdulhusaain Darukhanwala has been re-appointed as the Managing Director of the Company w.e.f. 1^st October, 2022 to 30^th September, 2025, for period of 3 years subject to the approval of the members of the Company, which special business is included in the notice of the 29th AGM along with other necessary disclosures required under the Act and the Regulations. A brief profile of Mr. Hozef Abdulhusaain Darukhanwala along with other related information forms part of the Notice convening the ensuing AGM.

• Key Managerial Personnel

Mr. Hozef Abdulhussain Darukhanawala, Managing Director, Ms. Anjum Bahar Sayed, Chief Financial Officer and Mrs. Tripti Jain, Company Secretary and Compliance Officer are the key managerial personnel of the Company.

During the year under review, Mrs. Komal Deshmukh Samant resigned as a Company Secretary and Compliance Officer of the Company with effect from 1^st February, 2023. The Board places on record its appreciation for contribution made by her during her tenure as Company Secretary and Compliance Officer of your Company.

During the year under review, Mrs. Tripti Jain was appointed as a Company Secretary and Compliance Officer of the Company by the board of directors with effect from 22^nd February, 2023.

BOARD AND BOARD COMMITTEES:

During the year under review, the Board met 6 (Six) times on 30^th May, 2022, 4^th August, 2022, 1^st September, 2022, 30^th September, 2022, 14^th November, 2022 and 13^th February, 2023. The Board has constituted following three Committees:

a. Audit Committee:

Audit Committee comprises of the following members as on 31^st March, 2023.

1. Mr. Vijaypratap Talukdar Singh-Chairman

2. Mr. Vaibhav Vashist

3. Mrs. Durriya Darukhanawala

During the year under review the Audit Committee met 4 times on 30^th May, 2022, 4^th August, 2022, 14^th November, 2022 and 13^th February, 2023 and all the members have attended the said meetings.

b. Nomination and Remuneration Committee:

Nomination and Remuneration Committee comprises of the following members as on 31^st March, 2023.

1. Mr. Vijaypratap Talukdar Singh--Chairman

2. Mr. Vaibhav Vashist

3. Mrs. Durriya Darukhanawala

During the year under review the Nomination and Remuneration Committee met 2 times on 30^th September, 2022 and 13^th February, 2023 and all the members have attended the said meetings.

c. Stakeholders Relationship Committee:

Stakeholder Relationship Committee comprises of the following members as on 31^st March, 2023.

1. Mr. Vijaypratap Talukdar Singh--Chairman

2. Mr. Vaibhav Vashist

3. Mr. Ratish Tagde

During the year under review the Nomination and Remuneration Committee met 2 times on 4^th August, 2022 and 13^th February, 2023 and all the members have attended the said meetings.

MANAGERIAL REMUNERATION:

Disclosures of the ratio of the remuneration of each director to the median employee''s remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as "Annexure A".

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company is registered Non-Banking Financial Company (NBFC) and therefore the provision related to loans and investments u/s 186 is not applicable.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not required to develop and implement any Corporate Social Responsibility initiatives as the said provisions are not applicable.

RELATED PARTY TRANSACTIONS:

During the financial year 2022-23, your Company has not executed any transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014. During the financial year 2022-23, there were no transactions with related parties which qualify as material transactions under the Listing Regulations and applicable Act.

Your Company has framed a Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

ANNUAL RETURN

In compliance with the provisions of Section 92 of the Companies Act, 2013, the Annual Return of the Company for the financial year ended 31^st March, 2023 has been uploaded on the website of the Company.

CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS & OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as below:

• Energy Conservation: Company working in such business segment which does not require it to take steps for energy conservation.

• Technology Absorption: company working in such business segment which does not require to take steps for Technology Absorption.

• Foreign Exchange Earnings and Outgo: During the period under review there was no foreign exchange earnings or out flow.

STATUTORY AUDITORS:

The Company in its Annual General Meeting (AGM) held on 28^th September, 2022 appointed Nipa N Shetty & Co. Practicing Chartered Accountant having membership number 122319, as Statutory Auditor of the Company to hold the office for a period of five consecutive years starting from the financial year ending 31^st March, 2023 from the conclusion of 28^th AGM till the conclusion of 33^th AGM of the Company to be held in the year 2027

AUDITORS'' OBSERVATION & REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self-explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

34. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. HRU & Associates., Practicing Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2022-23.

The Secretarial Audit Report for the year ended on 31^st March, 2023 is annexed herewith as "Annexure B".

Board''s Reply of the comments in the Secretarial Audit Report:

The Company has not appointed internal auditor for the financial year under review as per the provision of the Companies Act, 2013.	The Company will finalize the said appointment current financial year 2023-2024.	in the
The website of the Company is not updated. The website does not have details of financial data, policies as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015	The Company is in process of updating the website and will update the details as required under SME Listing Agreements.

FRAUD REPORTED BY AUDITORS:

During the year under review, neither the Statutory Auditor nor Secretarial Auditor have reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee of the Board and the Board of Directors under Section 143 of the Act, details of which need to be mentioned in this report.

MAINTENANCE OF COST RECORDS:

The Company being Non-Banking Finance Company, maintenance of cost records as prescribed under Section 148 of the Act is not applicable.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

The Company has a Vigil Mechanism in place to deal with instances of fraud and mismanagement if any. The mechanism also provides for adequate safeguards against victimization of Directors and Employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee of the Board in exceptional cases. The Company also provides direct access to the Chairman of the Audit Committee on reporting issues concerning the interests of employees and the Company.

We affirm that during the financial year 2022-23, no Employees or Directors were denied access to the Audit Committee.

CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE. 2016 UBC):

During the year under review, no applications were filed against the Company by any financial or operational creditors. SECRETARIAL STANDARDS:

During the year under review, your Company has complied with the Secretarial Standards, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs, in terms of Section 118(10) of the Act.

ACKNOWLEDGEMENTS:

The Board of Directors wish to acknowledge the continued support and co-operation extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs, other government authorities, Bankers, customers and other stakeholders for their support and guidance.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company at all the levels.

The Board is also indebted to the RBI, and other regulatory authorities, various financial institutions, Banks for their valuable support and guidance to the company from time to time.

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 19th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31,2015.

1. FINANCIAL RESULTS:

Particulars (Standalone) (Amount in INR/lakhs)

2014-15 2013-14

Total Income 237.85 204.21

Total Expenditure 203.35 178.29

Profit before exceptional items and Tax 34.49 25.92

Less: Exceptional Items - -

Profit before Tax 34.49 25.92

Less: Provision for Tax 9.85 15.79

Profit after Tax 24.64 10.13

Balance brought forward from previous year 6.74 7.71

Balance carried to the Balance Sheet 31.38 17.84

2. DIVIDEND:

Your directors have decided to deployed back the profits earned during the year and therefore not declared any dividend for the current financial year.

3. RESERVES:

There are no amounts transferred to Reserves during the year under review. However credit balance of Profit and Loss Account is transferred to Reserves and Surplus in Balance Sheet.

4. INFORMATION ON THE STATE OF COMPANY'S AFFAIR:

The company during the year sanctioned and disbursed HP loans to 230 auto rickshaws amounting to Rs. 397 lacs and other Hire purchase loans against computers, Equipment, Machinery etc to a tune of Rs. 546 lacs. Hence maintaining a very satisfactory ratio of Hire purchase activity to its total assets way above the RBI norm of 60%.

As resolved in December 2011 the company did not accept any Public Deposit and repaid deposits due during the year. Amounting to Rs 72.65 lacs. The Company also maintained a very satisfactory CRAR of 51.87% minimum required as per the norm is 15%.

5. PERFORMANCE REVIEW:

The Company is engaged in the business of Hire-purchase finance. The net receipts from Operations during the year under review were Rs. 23,784,695/- as against Rs. 20,420,750/- in the previous year. The Profit after tax is Rs. 2,464,467/- as against Rs. 1,013,561/- in the previous year.

6. SNAPSHOT OF PERFORMANCE:

(Amount in INR/lakhs)

Particulars 2014-2015 2013-2014

Deposits and interest payable 147 224

Corporate Deposits 52.73 -

Asset Financing and interest receivable 1611.50 1310.36

Your Company has consolidated its Deposits and Asset financing base during the year. The Total Income has gone up from Rs. 20,420,750/- to Rs. 23,784,695/-.

Gross and Net Non-Performing Advances have been Rs. 81.75 lacs and Rs. 56.73 lacs in FY 2014-15. In percentage terms Gross NPAs are now at 4.02 % and Net NPAs are at 2.79 % of total assets. Provision for NPA has been done in accordance to the norm.

7. APPROPRIATIONS:

Appropriations from the net profit after the write offs, write backs and provisioning have been affected as under:

Appropriations Amount in INR/lakhs)

Provision for Income tax 9.85 lacs

Preference Share dividend and Dividend Distribution 20.67 lacs tax

Transfer to Reserves Fund 45IC 4.93 lacs

8. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report.

9. DIRECTORS' RESPONSIBILITY STATEMENT:

As per the clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors' state that:

a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) 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 and loss of the company for that period;

c) 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;

d) the directors had prepared the annual accounts on a going concern basis; and

e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any subsidiary, joint ventures and associate company.

11. SHARE CAPITAL:

The Paid-up Share Capital as on March 31, 2015 was Rs. 7,49,42,000/- comprising 44,94,200 Equity Shares of Rs. 10/- each and 30,00,000 7% CCR Preference Shares of Rs.10/- each.

During the year under review, the Company raised funds through issue and allotment of 633,800; 7% CCR Preference Shares of Rs.10/- each at par. These Equity Shares ranks paripassu in all respect with the existing Equity Shares of the Company.

12. CAPITAL ADEQUACY RATIO:

Your Company's total Capital fund to Risk weigh Assets Ratio (CRAR) as on March 31, 2015 stood at 51.87%. (Minimum required by RBI norms 15%).

13. NETWORTH:

Net worth of Company as at March 31, 2015 was Rs. 918.39 lacs comprising of Equity Shares, Preference Shares, Reserves and Share Premium.

14. DEPOSITS:

The average cost of deposits was 11 % pa. The Company maintained the limit of acceptance of deposit to 1.5 times of its Net owned funds as per the norms. It has stopped accepting public deposits since December 2011.

15. ASSET FINANCING:

The average yield on Advances was 16 % pa. The Company was always above the required minimum norm of Asset financing of 60% of Total Assets.

16. INVESMENTS:

The Company had an Investment portfolio of Rs. 72 lacs as on 31.03.2015 of which Rs. 72 lacs were investments in GOI and State Government bonds out of which SLR was maintained at 15% of its Public Deposits.

17. KNOW YOUR CUSTOMER (KYC/ANTI-MONEY LAUNDERING (AML) MEASURES:

The Company has been implementing KYC/AML policy as approved by the Board of Directors in accordance with the PMLA 2002 (Prevention of Money Laundering Act 2002) and RBI/IBA (Reserve Bank of India/Indian Bank's Association) guidelines.

18. HUMAN RESOURCES: KEY COMPETITIVE ADVANTAGE:

The Company strongly believes that in a service industry like Banking and finance, it is only through people and their contributions that most of the objectives like offering products to various customer groups and servicing the poor can be achieved. Your Company believes in spreading the risk, and financing self generating assets like Auto rickshaws, taxis, machineries, equipments etc.

The Management has a healthy relationship with the officers and the Employee.

19. RISK MANAGEMENT POLICY:

The Company has adopted a Risk Management Policy duly approved by the Board and is overseen by the Audit Committee of the Company on a continuous basis to identify, assess, monitor and mitigate various risks to key business objectives.

20. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by Clause 52 of the SME Listing Agreement with Stock Exchanges, the Management Discussion and Analysis Report, which forms part of this Annual Report.

22. CORPORATE GOVERNANCE:

The Company is committed to good corporate governance in line with the Listing Agreement and Money Masters Corporate Governance norms. The Company is in compliance with the provisions on Corporate Governance specified in the Listing Agreement with BSE. The Compliance certificate from M/s. Meena N. Shetty & Co., Chartered Accountants regarding compliance of conditions of corporate governance as stipulated in Clause 52 of the SME Listing agreement has been annexed with the report.

23. PREVENTION OF SEXUAL HARASSMENT POLICY:

The Company has in place a Prevention of Sexual Harassment policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up headed by Ms. Anjum Syed to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-2015, no complaints were received by the Company related to sexual harassment.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Mr. Hozef Darukhanawala, Managing Director of your Company was re-appointed for a period of 3 (three) years commencing from October 01,2013 to September 30, 2016 by the shareholders of the Company at 18th AGM of your Company held on September 30, 2014.

Further, in compliance with the provisions of Sections 149, 152, Schedule IV and other applicable provisions, if any of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Nathmal Gokuldas Lohia (DIN 00177112) and Ms. Sadhana Nathmal Lohia (DIN 00177146) were appointed as Independent Directors on the Board of Directors of your Company at 18th AGM of your Company held on September 30, 2014 to hold office upto 5 (five) consecutive years.

Ms. Tasneem Lakdawala was appointed as Chief Financial Officer of the Company w.e.f. March 20, 2015.

Mrs. Duraiya Hozef Darukhnwala (DIN: 00177073), Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible he has offered himself for re-appointment. Your Board has recommended his re-appointment.

25. DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received declarations from all Independent Directors that they meet the criteria of independence as laid down under Section 149(6) of the Act and Clause 52 of the SME Listing Agreement with the Stock Exchanges.

26. EVALUATION OF BOARD'S PERFORMANCE:

Pursuant to the provisions of the Companies Act, 2013 and Clause 52 of the SME Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

27. BOARD AND BOARD COMMITTEES:

The details of Board Meetings held during the year, attendance of the directors at the meetings and details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

28. MANAGERIAL REMUNERATION:

Disclosures of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as "Annexure A".

The details of remuneration paid to the Managing Director of the Company are given in Form MGT-9 forming part of the Directors Report.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company has not granted any loans or given guarantees or made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

30. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The Company is not required to develop and implement any Corporate Social Responsibility initiatives as the said provisions are not applicable.

31. RELATED PARTY TRANSACTIONS:

During the financial year 2014-15, your Company has not executed any transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014. During the financial year 2014-15, there were no transactions with related parties which qualify as material transactions under the Listing Agreement.

Your Company has framed a Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, are as below:

* Energy Conservation: Company working in such business segment which does not require it to take steps for energy conservation.

* Technology Absorption: company working in such business segment which does not require to to take steps for Technology Absorption.

* Foreign Exchange Earnings and Outgo: During the period under review there was no foreign exchange earnings or out flow.

34. STATUTORY AUDITORS:

The Statutory Auditors M/s. Meena N. Shetty & Co., Chartered Accountants, Mumbai, having Firm Registration No. 106130W holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the opinion that continuation of M/s. Meena N. Shetty & Co., Statutory Auditors during FY 2015-16 will be in the best interests of the Company and therefore Members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of the Twentieth AGM of the Company to be held in the year 2016 at remuneration as may be decided by the Board.

35. AUDITORS' OBSERVATION & REPORT:

The observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence do not call for any further comments under Section 134 of the Companies Act, 2013.

36. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. Mihen Halani & Associates, Practicing Company Secretaries for conducting Secretarial Audit of the Company for the financial year 2014-2015.

The Secretarial Audit Report is annexed herewith as "Annexure B".

Board's Reply of the comments in the Secretarial Audit Report:

The Company has not appointed internal The Company will finalize the auditor for the financial year under said appointment in the current review. financial year 2015-2016.

The Company has allotted 7% Redeemable Due to administrative reasons preference shares on preferential basis and beyond the control at the in thefinancial year under review in time of the allotment the which the following discrepancies have company inadvertently oversight been observed: certain provision of the said section and rules.

a. The disclosures stipulated to be made in the resolution and explanatory statement under Rule 9 of the Companies (Share Capital and Debentures) Rules, 2014 are not complied properly.

b. Preferential allotment rules under Sec 62(1)(c) have not been complied.

The Company has re-appointed Managing The non-filing of relevant Director, but has not filed form was not intentional Form MR-1 for the the same is being filed. appointment.

The website of the Company is not The The Company is in process of updated. website does not have details updating the website and will of financial data, policies as update the details as required required under Clause 33, 34 and 43 under SME Listing Agreements. of the SME Listing Agreements.

The Composition of the Board is not in The Board has taken on record consonance with Sec 152 (6) & (7) of the observation made by Secretarial Companies Act, 2013. Auditor and will take the necessary action.

37. EXTRACT OF THE ANNUAL RETURN:

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as "Annexure C" to this Report.

38. ACKNOWLEDGEMENTS:

The Board of Directors wish to acknowledge the continued support and co-operation extended by the Securities and Exchange Board of India, Reserve Bank of India, Stock Exchanges, Ministry of Corporate Affairs, Forward Markets Commission, other government authorities, Bankers, material suppliers, customers and other stakeholders for their support and guidance.

Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company at all the levels.

The Board is also indebted to the RBI, and other regulatory authorities, various financial institutions, Banks for their valuable support and guidance to the company from time to time.

On behalf of Board of Directors of Money Masters Leasing & Finance Limited

Sd/- Sd/- Place: Mumbai Hozef Darukhanawala Nathmal Lohia Date: August 26, 2015 Managing Director Director

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Mar 31, 2014

Dear Members,

The directors are pleased to present the 18th Annual Report and the Company''s audited accounts for the financial year ended March 31, 2014.

FINANCIAL RESULTS:

The Company''s financial performance, for the year ended March 31, 2014 is summarized below:

(Amount in)

"FINANCIAL RESULTS 2013-2014 2012-2013

Revenue from operations 20,420,750 15,045,789

Less: Operational & Other expenses 17,397,268 11,499,044

Profit/(Loss) before Depreciation 3,023,482 3,546,745

Less: Depreciation and amortization 431,342 621,674

Profit/(Loss) after depreciation and amortization 2,592,140 2,925,071

Add/( Less ) Prior Period Adjustment - -

Profit/ (Loss) Before Taxation 2,592,140 2,925,071

Less: Provision for Tax 1,578,579 1,246,102

~Net Profit After Tax 1,013,561 1,678,970

PERFORMANCE REVIEW:

The Company is engaged in the business of hire-purchase finance. The net receipts from Operations during the year under review were Rs. 20,420,750/- as against Rs. 15,045,789/- in the previous year. The profit/ (Loss) after tax is Rs. 1,013,561 as against Rs. 1,678,970 in the previous year.

SNAPSHOT OF PERFORMANCE: (Amount in)

Particulars 2013-2014 2012-2013

Deposits and interest payable 22496421 42,566,464

Corporate Deposits - 3,489,828

Asset Financing and interest receivable 131,036,917 100,797,390

Your Company has consolidated its Deposits and Asset financing base during the year. The Total Income has gone up from Rs. 15,045,789/- to Rs. 20,420,750/-.

Gross and Net Non-Performing Advances have been Rs. 47.63 lacs and Rs. 20.62 lacs in FY 2013-14. In percentage terms Gross NPAs are now at 2.67% and Net NPAs are at 1.15% of total assets.

Provision for NPA has been done in accordance to the norm.

APPROPRIATIONS:

Appropriations from the net profit after the write offs, write backs and provisioning have been effected as under

Appropriations Amount in

Provision for Income tax 1,578,579

Preference Share dividend and Dividend Distribution tax 2,055,587

Transfer to Reserves Fund 45IC 202,712

TRANSFER TO RESERVES:

In the absence of adequate profits, no amount was transferred to Reserves.

DIVIDEND:

Due to inadequacy of profits during the year under review, your Directors do not recommend any dividend for the financial year 2013-2014.

SHARE CAPITAL:

As on 31st March, 2014, the paid up share capital of the Company is Rs. 34,01,28,000/- divided into 3,40,12,800 equity shares of Rs. 10/- each.

CAPITAL ADEQUACY RATIO:

Your Company''s total Capital Adequacy Ratio (CAR) as on March 31, 2014 stood at 55.36%. NETWORTH:

Networth of Company as at March 31, 2014 was Rs. 836.55 lacs comprising of Equity Shares, Preference Shares, Reserves and Share Premium.

DEPOSITS:

The average cost of deposits was 11 % pa. The Company maintained the limit of acceptance of deposit to 1.5 times of its Net owned funds as per the norms.

ASSET FINANCING:

The average yield on Advances was 16 % pa. The Company maintained the norm of the limit of Asset financing at 60% of Total Assets.

INVESMENTS:

The Company had an Investment portfolio of Rs. 82.07 lacs as on 31.03.2014 of which Rs. 75 lacs were investments in GOI and State Government bonds out of which SLR was maintained at 15% of its Public Deposits.

KNOW YOUR CUSTOMER (KYC/ANTI-MONEY LAUNDERING (AML) MEASURES:

The Company has been implementing KYC/AML policy as approved by the Board of Directors in accordance with the PMLA 2002 (Prevention of Money Laundering Act 2002) and RBI/IBA (Reserve Bank of India/Indian Bank''s Association) guidelines.

HUMAN RESOURCES: KEY COMPETITIVE ADVANTAGE:

The Company strongly believes that in a service industry like Banking and finance, it is only through people and their contributions that most of the objectives like offering products to various customer groups and servicing the poor can be achieved. Your Company believes in spreading the risk, and financing self generating assets like Auto rickshaws, taxis, machineries, equipments etc.

The Management has a healthy relationship with the officers and the Employee.

BOARD OF DIRECTORS:

Mrs. Duraiya Hozef Darukhnwala, Non-Executive Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible he has offered herself for re-appointment. Your Board has recommended her re-appointment.

Mr. Hozef Darukhanawala continues to be Managing Director on the Board of the Company.

In terms of Section 149 of the Companies Act, 2013, which has come into force with effect from April 01, 2014, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation.

In compliances with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Nathmal Lohia and Ms. Sadhana Lohia as Independent Directors is being placed before the Members in General Meeting for their approval. The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.

Members are requested to refer to the notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors.

PARTICULARS OF EMPLOYEES:

During the year under review, there were no employees drawing remuneration of Rs. 60,00,000/- p.a. or Rs. 5,00,000/- p.m. or more. Hence there is no information to be provided in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of employees) Rules, 1975.

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

The particulars required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, is given in Annexure-I to this Directors Report.

LISTING ON SME PLATFORM:

Your Directors are pleased to inform you that the Company''s securities have now been listed on the SME Platform of BSE Limited on August 12, 2013 and the Company has paid listing fee to the Exchange for the year 2013-14.

INITIAL PUBLIC OFFER:

During the year your Company raised 200.40 Lacs by way of initial public offer by issue of 13,36,000 Equity Shares of Rs. 10/- each at a price of Rs. 15/- per Equity Shares. The Shares of your Company are listed on SME Platform of BSE Listed.

Post Completion of initial public offer (IPO) of shares, your Company has fully spent / utilized the proceeds of the funds raised under IPO as per the objects of the issue.

UTILISATION OF PROCEEDS OF INITIAL PUBLIC OFFER:

PROCEEDS OF INITIAL PUBLIC OFFER _ _ In lacs)

Objects of the Initial Public Offer Proposed Actual Utilisation

Utilisation of Initial of Initial Public Public Offer Offer 2013-2014

Proceeds

To augment our capital base and provide for our fund 155.40 155.40 requirements for increasing our Asset Finance Operations

Expenses of the issue 45 45

200.40 200.40

AUDITORS AND AUDITORS’ REPORT:

The Statutory Auditors M/s. Meena N. Shetty., Chartered Accountants, Mumbai, having Firm Registration No 106130W, holds office until the conclusion of the ensuing Annual General Meeting and is eligible for reappointment.

Your Company has received confirmation from the Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Companies Act, 2013 and the firm satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. Your Board is of the opinion that continuation of M/s. Meena N. Shetty., Statutory Auditors during FY 2014-15 will be in the best interests of the Company and therefore, Members are requested to consider their re-appointment as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting till the conclusion of the next AGM of the Company at remuneration as may be decided by the Board.

The observations and comments given in the Auditors'' Report read with notes to accounts are self explanatory and do not require further explanation.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Director''s Responsibility Statement, it is hereby confirmed:

1. That in the preparation of the accounts for the financial year ended March 31, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. That the Directors have adopted such accounting policies and applied them consistently and made judgments estimates that were reasonable and prudent so as to give a true and fair view of the state affair of the Company at the end of the financial year and of the profit or loss of the company for the year under review.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the financial year ended March 31, 2014 on a “going concern” basis.

SUBSIDIARIES:

The Company does not have any subsidiary Company within the meaning of Section 4 of the Companies Act, 1956. Thus the Company is not required to furnish a statement pursuant to the provisions of Section 212 of the Companies Act, 1956.

CORPORATE GOVERNANCE:

The Report on Corporate Governance alongwith the Practicing Company Secretary Certificate regarding compliance of the conditions of corporate governance pursuant to Clause 52 of the Listing Agreement (BSE-SME) is annexed hereto and forms part of the Annual Report.

• Disclosure under Section 197 with reference to Section II of Schedule V of the Companies Act, 2013

(i) all elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

-- The Company is giving remuneration to only Mr. Hozef Darukhanawala, details of which are given in explanatory statement of Item No. 6 of Notice of Annual General Meeting.

(ii) details of fixed component and performance linked incentives along with the performance criteria;

-- N.A

(iii) service contracts, notice period, severance fees;

-- N.A

(iv) stock option details, if any, and whether the same has been issue at a discount as well as the period over which accrued and over which exercisable.

-- N.A

CODE OF CONDUCT:

The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. The Code of Conduct has been posted on the Company''s website.

MANAGEMENT DISCUSSION AND ANALYSIS:

A Management discussion and Analysis as required under the clause 52 of the Listing Agreement (BSE- SME) is annexed hereto and forms part of the Annual Report.

APPRECIATION:

The Board of Directors of the Company places on record its appreciation for the continued support and patronage received from its customers, shareholders and well wishers.

The Board is also indebted to the RBI, and other regulatory authorities, various financial institutions, Banks for their valuable support and guidance to the company from time to time.

On behalf of Board of Directors

Sd/- Place: Mumbai Hozef Darukhanawala Date: September 01,2014 Managing Director