Inox Leasing and Finance Limited Unlisted Shares Annual Reports

Inox Leasing and Finance Limited Unlisted Shares

INOX Leasing and Finance Limited Annual Report 2023-24 Summary: **Corporate Information:** * The report covers INOX Leasing and Finance Limited (INOXGFL Group). * Key personnel are listed, including Mr. D.K. Jain (Chairman) and Mr. V.K. Jain and Mr. Devansh Jain as Directors. * Board level committees are detailed: Audit, Stakeholders’ Relationship, Corporate Social Responsibility, Nomination and Remuneration, Committee of Directors for Operations, Investments, Risk Management, and IT Strategy. * The registered office is located in New Delhi. * Bankers include ICICI Bank Limited and HDFC Bank Limited. * The auditor is M/s. Dewan P.N. Chopra & Co., Chartered Accountants, Noida. **Notice of Annual General Meeting (AGM):** * The 29th AGM will be held on Monday, September 30, 2024, in New Delhi. * Ordinary Business includes the adoption of financial statements (standalone and consolidated) and the re-appointment of Mr. Devansh Jain as a Director. * Special Business involves seeking approval for: increasing borrowing limits, creation of mortgage/charge on assets, increasing the threshold for loans/guarantees/securities/investments, and advancing loans/giving guarantees/providing security. * Members entitled to attend and vote can appoint proxies, with proxies required 48 hours before the meeting. * The Register of Members and Share Transfer Books will be closed from September 23, 2024, to September 30, 2024. * Unclaimed dividends will be transferred to the Investor Education and Protection Fund (IEPF), and shareholders are urged to claim their dividends. * Members holding shares in demat form are requested to register/update their e-mail address with their respective Depository Participants. * The Company is providing e-voting facility through CDSL. * Instructions and procedures for remote e-voting are provided for both demat and physical shareholders, including specific steps for different depositories (CDSL and NSDL). **Explanatory Statements:** * The increase in borrowing limits is proposed due to the company's existing and future financial requirements. The borrowing limit is proposed to be ₹2000 Crore. * Approval is sought for the Board to sell, lease, or dispose of company undertakings, including creating charges or mortgages on assets, up to a limit of ₹2000 Crore. * Approval is sought to make investments, grant loans, and provide guarantees up to ₹2000 Crore, to make optimum use of available funds and also to achieve long termstrategic and business objectives. * Approval is sought to provide financial assistance in the form of loans or guarantees to subsidiary companies or associates up to ₹2000 Crore for their principal business activities. **Annexure-1 (Director Re-appointment):** * Provides details on Mr. Devansh Jain, who is seeking re-appointment. This includes his brief profile, date of birth, director identification number, qualifications, experience, other directorships, and committee memberships. * Mr. Jain has over 16 years of business experience. **Boards' Report:** * Presents the 29th Annual Report of INOX Leasing and Finance Limited. * Financial results are detailed, showing both consolidated and standalone performance for FY 2023-24 and FY 2022-23. Consolidated revenue for FY 2024 was Rs. 558100.18 lakhs. Standalone revenue for FY 2024 was Rs. 443.52 lakhs. * No dividend is recommended for the financial year 2023-24 in order to conserve profits. * Unpaid dividend of Rs. 38.38 Lakhs has been transferred to the IEPF. * Rs. 429.00 lacs has been transferred to Statutory Reserve. * The Board affirms that all Directors meet "fit and proper" criteria and are not disqualified. * Details of Board meetings held during the year and director attendance are provided. * The company has adequate internal controls. * Auditors have not reported any frauds. * The Annual Return is available on the company’s website. * There are no material changes and commitments affecting the company’s financial position. * The Corporate Social Responsibility (CSR) Committee has been formed. * The company has adopted best corporate practices. * Vigil Mechanism has been adopted. * Details on the prevention of sexual harassment policy are provided. * A Chief Compliance Officer has been appointed. * The company has complied with and continues to comply with RBI regulations **Financial Statements (Standalone and Consolidated):** * Detailed standalone and consolidated balance sheets, statements of profit and loss, statements of changes in equity, and cash flow statements are presented. * Significant accounting policies are outlined. * Detailed notes on various financial items are provided, such as cash and cash equivalents, other bank balances, trade receivables, loans, investments, tax liabilities, provisions, equity, segment reporting, and related party disclosures. **Auditor's Report:** * Independent Auditor's Report by Dewan P.N. Chopra & Co. expresses an unqualified opinion on the standalone and consolidated financial statements. * The report includes an Annexure A with details on matters specified in the Companies (Auditor's Report) Order, 2020. * A separate report on internal financial controls over financial reporting is also included. This summary provides a comprehensive overview of the INOX Leasing and Finance Limited Annual Report 2023-24.

Inox Leasing and Finance Limited Unlisted Shares

INOX LEASING AND FINANCE LIMITED Annual Report 2022-23 Summary: **Corporate Information:** * The Board of Directors consists of Mr. D.K. Jain (Chairman), Mr. V.K. Jain (Director), and Mr. Devansh Jain (Director). * The Audit Committee, Stakeholders' Relationship Committee, and Corporate Social Responsibility Committee share the same members: Mr. D.K. Jain (Chairman), Mr. V.K. Jain (Director), and Mr. Devansh Jain (Director). * The 28th Annual General Meeting will be held on Saturday, September 30th, 2023, at 11:00 a.m. at INOXGFL Group, 612-618, Narain Manzil, 23, Barakhamba Road, New Delhi. **Statutory Reports:** * The notice is given for the 28th Annual General Meeting (AGM) of INOX LEASING AND FINANCE LIMITED, scheduled for September 30, 2023. * The ordinary business includes the adoption of the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2023. * Mr. Vivek Kumar Jain (DIN: 00029968) is retiring by rotation and is eligible for re-appointment as a Director. The Board recommends his re-appointment. * Members entitled to attend and vote can appoint a proxy, who need not be a member. Proxies must be received 48 hours before the meeting. * The Register of Members and Share Transfer Books will be closed from September 23rd to September 30th, 2023 (inclusive). * Unclaimed dividends for seven years will be transferred to the Investor Education and Protection Fund (IEPF). * Unpaid dividends up to financial year 2015-16 have been transferred to the IEPF. Details of unpaid/unclaimed dividends are available on the company website. * Members who haven't encashed dividend warrants for the financial year ended 31st March, 2017, or later are requested to claim duplicate warrants. * The Annual Report for FY 2022-23 has been sent via electronic mode (e-mail). * Physical transfer of shares is disallowed; members are requested to dematerialize their shares. * Nomination facility is available to individuals holding shares. * Tax will be deducted at source (TDS) on dividends. Members should submit their PAN details to avoid higher tax rates. * Corporate members should send a certified copy of the Board Resolution authorizing their representative(s) to attend and vote. * The company provides e-voting facility to all members through CDSL. Voting rights are reckoned on equity shares held as of September 21, 2023. * The voting period begins on September 27th, 2023, at 9:00 a.m. and ends on September 29th, 2023, at 5:00 p.m. * Non-Individual Shareholders and Custodians are required to register themselves as Corporates at www.evotingindia.com. * The Scrutinizer for the e-voting process is M/s Amarendra Rai & Associates. * The Chairman will allow voting by "Ballot Paper" at the meeting for those who have not cast votes via remote e-voting. * The Results along with the Scrutinizer's Report will be placed on the Company's website and on the website of CDSL. * Information on Mr. Vivek Kumar Jain (DIN: 00029968) for re-appointment as Director is included. He has rich business experience and has over 36 years of experience in setting up and managing businesses. He is a graduate in Commerce and has an MBA from IIM Ahmedabad. As of the report, he held 60,56,035 shares of the company. **Boards' Report:** * The Directors present the 28th Annual Report, along with audited financial statements for the year ended March 31, 2023. * The company is registered with the Reserve Bank of India (RBI) as a Systemically Important Non-Banking Financial Company (NBFC) not taking public deposits. * On a consolidated basis, revenue for FY 2023 was Rs. 653300.90 lakhs, 17.58% higher than the previous year. Profit after tax (PAT) attributable to shareholders and non-controlling interests for FY 2023 was Rs. 62278.83 lakhs. * On a standalone basis, revenue for FY 2023 was Rs. 44008.39 lakhs, 16.87% lower than the previous year. PAT attributable to shareholders was Rs. 37408.85 lakhs, a decline of 22.75% from the previous year. * The company paid an Interim Dividend of Rs 36 per equity share with a total payout of Rs 3564.02 lacs. * Unpaid dividend aggregating to Rs. 19.68 Lakhs was credited to the Investor Education and Protection Fund (IEPF). * Rs. 7500.00 lacs was transferred to Statutory Reserve as per RBI Act, 1934. * Mr. Vivek Kumar Jain retires by rotation at the AGM and is eligible for re-appointment. The Board recommends his re-appointment. * Mr. Vijay Saxena, Company Secretary, resigned w.e.f. 31st December 2022. * Thirteen Board meetings were convened during the year. * The Audit Committee has been duly constituted. * The company has complied with Accounting Standards and Schedule III of the Companies Act, 2013. * Internal Financial Controls are adequate and operating effectively. * No material contracts/arrangements/transactions with Related Parties were entered into. * The company has neither invited nor accepted any deposits from the public. * The company has prepared consolidated financial statements as per Section 129(3) of the Companies Act, 2013. * There were no instances of fraud reported by the Statutory Auditors. * The company has adequate internal controls. * There are no reservations, qualifications, or adverse remarks in the Independent Auditor's Report. * M/s. Dewan P.N. Chopra & Co. were appointed as Auditors for a term of 5 years. * The company's annual return for FY 22-23 is available on the website. * The company has no particulars to report regarding the conservation of energy, technology absorption, and foreign exchange earnings and outgo. * There was no employee drawing remuneration in excess of the prescribed limits. * The CSR Committee comprises Shri D.K. Jain, Shri Vivek Kumar Jain, and Shri Devansh Jain. One meeting of the CSR Committee was held on March 28th, 2023, and was attended by all the Directors. The company is not required to spend 2% of average net profits. * The company's property and assets are adequately insured. * The company has a Prevention of Sexual Harassment of Women at Workplace Policy and an Internal Complaints Committee (ICC). No complaints were received during the year. * The company has a risk assessment and minimisation procedure. No material risks threaten the company's existence. * There are no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report. * There are no orders passed by regulators or courts impacting the going concern status. * The Object Clause of Memorandum of Association was amended to carry on 'Wind Energy Business' acquired from Inox Wind Energy Limited (IWEL). * The Company has not provided monies to any scheme for purchase of shares for employees. * The Company complies with RBI regulations. * The Directors express gratitude to external agencies and appreciate the services of the workforce. **Financial Statements (Standalone):** * Key financial figures are presented in the Standalone Balance Sheet and Statement of Profit and Loss. * Notes to the standalone financial statements provide detailed information on various aspects of the company's financials, including accounting policies, investments, taxation, property, plant and equipment, and other disclosures. * The Auditor's Report contains no reservations, qualifications, or adverse remarks. * An Interim Dividend of Rs 36 per share has been paid. **Financial Statements (Consolidated):** * As per the applicable provisions of the Companies Act, 2013 read with the Rules issued thereunder, the Consolidated Financial Statements of the Company have been prepared in compliance with applicable Accounting Standards and on the basis of audited financial statements of the Company, its subsidiaries and associate companies, as approved by the respective Board of Directors. * Details regarding consolidated financial statements are included.

Inox Leasing and Finance Limited Unlisted Shares

The 2021-2022 annual report for Inox Leasing and Finance Limited (ILFL) outlines the company's financial performance, compliance, and governance-related activities for the year. The Twenty Seventh Annual General Meeting will be held on Friday, 30th September, 2022. **Financial Performance:** ILFL's financial results for the year ended March 31, 2022, show a net sales/income from operations of ₹460632.80 lacs consolidated and ₹449.30 lacs standalone. The total income from operations was ₹460632.80 lacs consolidated and ₹449.30 lacs standalone. Total expenses were ₹427325.28 lacs consolidated and ₹1883.56 lacs standalone. The profit/(loss) for the year was ₹89948.42 lacs consolidated and ₹46285.09 standalone. **Business Matters and Corporate Actions:** * **Registered Office:** The company shifted its registered office from Maharashtra to the National Capital Territory of Delhi. * **Buyback of Shares:** The company acquired 93,417 equity shares at ₹175 per share, reducing paid-up capital. * **Dividend:** No dividend was recommended for the financial year ended March 31, 2022. * **Reserves:** The company transferred ₹9500.00 lacs to Statutory Reserve and ₹100.00 lacs to General Reserves. * **Directors:** Mr. Pavan Kumar Jain resigned as Managing Director and Director on November 8, 2021. Mr. Siddharth Jain resigned as Non-Executive Director on November 8, 2021. Mr. D.K. Jain retires by rotation and is eligible for re-appointment. **Compliance & Governance:** * **Auditors:** M/s. S.C. Bandi & Co. expressed their inability to continue as Independent Auditors. M/s. Dewan P. N. Chopra & Co. is recommended as the new Independent Auditors. * **Frauds:** There were no instances of fraud reported by the Statutory Auditors. * **Internal Controls:** The company has adequate internal controls. * **CSR:** The Corporate Social Responsibility (CSR) Committee comprises Shri D.K. Jain, Shri Vivek Kumar Jain, and Shri Devansh Jain. The voting rights of Shareholders shall be in proportion to their shares of the Paid - Up Equity Share Capital of the Company as on the cut-off date of 21 st September, 2022. **Subsidiary and Associate Performance:** Annexure 1 outlines the performance and financial highlights of the subsidiaries, associate companies and joint ventures.

Inox Leasing and Finance Limited Unlisted Shares

INOX LEASING AND FINANCE LIMITED - ANNUAL REPORT 2020-2021 Summary: **Corporate Information:** * The company's board of directors includes D.K. Jain (Chairman), P.K. Jain (Managing Director), V.K. Jain (Director), Siddharth Jain (Director), and Devansh Jain (Director). * The audit committee consists of P.K. Jain, V.K. Jain, and Siddharth Jain. Key managerial personnel include P.K. Jain (Managing Director) and Vijay Saxena (Company Secretary). * The 26th Annual General Meeting was scheduled for September 30, 2021, at 10:00 a.m. at Ceejay House, Worli, Mumbai. * The company's CIN is U65910MH1995PLC085703, and its website is www.ilfl.co.in. **Notice of the 26th Annual General Meeting:** * The AGM included ordinary business such as adopting the audited standalone and consolidated financial statements for the year ended March 31, 2021, ratifying the interim dividend paid, and appointing a director in place of Mr. Devansh Jain, who retires by rotation. * Special business included re-appointing Shri Pavan Kumar Jain as Managing Director for one year commencing October 1, 2021, on NIL remuneration. * The notice outlines procedures for attending and voting at the meeting, including proxy appointments, e-voting (through CDSL platform), and physical attendance (using ballot papers for those who haven't voted remotely). * The register of members and share transfer books will be closed from September 23, 2021, to September 30, 2021. * Unclaimed dividends are transferred to the Investor Education and Protection Fund (IEPF) as required by the Companies Act, 2013. The company had transferred shares for which dividend had remained unpaid for seven consecutive years. * Members are requested to submit their PAN details to avoid higher tax deduction at source (TDS). * Instructions for e-voting are provided. **Board's Report:** * **Financial Results (Standalone & Consolidated):** Consolidated results show a net loss of (86,338.98) lacs for 2020-21 compared to a loss of (4,345.60) lacs the previous year. Standalone results show a profit of 447.08 lacs for 2020-21, compared to profit of 2338.07 lacs in 2019-20. * The Board did not recommend any final dividend for the financial year 2020-21. The total dividend payout for the financial year 2020-21 is Rs. 999.35 lacs. * Unpaid dividends aggregating Rs. 13.54 Lakhs were credited to the Investor Education and Protection Fund (IEPF). 6800 equity shares were also transferred to the IEPF Authority. * Rs. 100.00 lacs was transferred to Statutory Reserve and Rs. 20.00 lacs to General Reserves. * Directors recommended the re-appointment of Mr. Devansh Jain and Shri Pavan Kumar Jain as Managing Director. * Five Board meetings were held during the year. * The company had not entered into any material contracts with related parties. Details of loans given, investments made, and guarantees given are provided in the Standalone Financial Statement. * The company has adequate internal controls commensurate with its size and nature of its business. * There were no reservations, qualifications, or adverse remarks in the Independent Auditor's Report. * There was no employee drawing remuneration in excess of the prescribed limits. * The Company has a CSR committee. The CSR Policy of the Company is disclosed on the website of the Company. The report on CSR activities is annexed to the Report. * The Company has in place a mechanism to inform the Board about risk assessment and minimisation procedures. * There are no material changes and commitments affecting the financial position of the Company. * There are no orders passed by regulators or courts impacting the going concern status. * There is no change in the nature of the business. * The annual return of the Company for FY 2020-21 is available on the Company's website. * The Auditors for the company are M/s S.C. Bandi & Co. **Demerger of Renewable Energy Business:** * The Hon'ble National Company Law Tribunal, Ahmedabad Bench, approved a Composite Scheme of Arrangement involving GFL Limited, Inox Renewables Limited, and Inox Wind Energy Limited. **Subsidiary Companies and Financial Information:** * The report contains consolidated financial statements and includes highlights of performance and financial positions of subsidiaries, associates, and joint venture companies. AOC-1 reports are annexed. * AOC 1 contains details of subsidiary companies' share capital, reserves and surplus, total assets, total liabilities, investments, turnover, profit/loss before and after taxation, proposed dividend and % of shareholding. Data includes Inox Infrastructure limited, shouri properties limited etc. **Auditor's Report (Standalone):** * The auditor's report provides an opinion on the standalone financial statements, stating that they give a true and fair view in conformity with accounting standards. * The audit was conducted in accordance with Standards on Auditing (SAs). * The report states that there are no key audit matters to be communicated. * The directors are responsible for the preparation of the financial statements and maintenance of adequate accounting records. * The auditor's responsibilities include expressing an opinion on the financial statements and evaluating the internal financial controls. * The report also includes a statement on other legal and regulatory requirements, including compliance with the Companies (Auditor's Report) Order, 2016. **Auditor's Report (Internal Financial Controls):** * The report expresses an opinion on the company's internal financial controls over financial reporting, stating that they were adequate and operating effectively. **Annexures to the Auditor's Report:** * Annexure A provides a statement on matters specified in the Companies (Auditor's Report) Order, 2016. It covers aspects such as fixed assets, stock verification, loans granted, deposits accepted, statutory dues, and fraud reporting. * Annexure B provides information on internal financial controls. **Standalone Financial Statements:** * The report contains a standalone balance sheet, a statement of profit and loss, a statement of cash flows, and notes to the financial statements. These cover the company's assets, liabilities, equity, revenue, expenses, and cash flows for the financial year. **Standalone Financial Statements - Key Data:** * **Assets:** Cash and cash equivalents: ₹27.71 Lakhs; Other financial assets: ₹4945.66 Lakhs; Total Assets: ₹17221.91 Lakhs * **Liabilities:** Total Liabilities: ₹118.26 Lakhs * **Equity:** Equity share capital: ₹999.35 Lakhs; Other equity: ₹16015.93 Lakhs; Total Equity: ₹17015.28 Lakhs * **Revenue:** Revenue from operations ₹821.81 Lakhs * **Net Profit:** ₹447.08 Lakhs **Consolidated Financial Statements:** * The report includes consolidated financial statements, encompassing the Inox Leasing and Finance Limited, its subsidiaries and their associates as a group. **Consolidated Financial Statements - Key Data:** * **Assets:** Total Assets: ₹1,559,330.95 Lakhs * **Liabilities:** Total Liabilities: ₹753,431.26 Lakhs * **Equity:** Equity attributable to Owners of the Company: ₹300,367.81 Lakhs; Non Controlling Interests: ₹345,394.71 Lakhs **Key highlights on subsidiaries and associates/JV companies. ** * Inox Wind Infrastructure Services Limited, Wind One Renergy Private Limited are listed as key subsidiaries with structured financial arrangements/transactions. * Swarnim Gujarat Fluorspar is a key associated entity with key terms detailed within.