Mar 31, 2025
Your Directors have pleasure in presenting the 46th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31 st March, 2025.
|
FINANCIAL HIGHLIGHTS |
Rs. In Lakhs |
|
|
Particulars |
31st March, 2025 |
31st March, 2024 |
|
Revenue from Operations |
163.46 |
182.55 |
|
Profit /(Loss) before tax |
(54.10) |
48.93 |
|
Less: Tax Expense (Current & Deferred) |
4.84 |
1.78 |
|
Profit /(Loss) for the year |
(58.94) |
47.15 |
|
Other Comprehensive Income for the year, net of tax |
0.00 |
0.00 |
|
Total Comprehensive Income for the year |
(58.94) |
47.15 |
With a view to conserve resources for growth of Company, the Board recommends no dividend for the year ended 31st March, 2025.
The Company did not transfer any amount to General Reserve during the year.
The Company is registered with Reserve Bank of India as a Non-Deposit taking Non-Banking Financial Company. The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Chapter V of Companies Act, 2013 or extant regulations of the Reserve Bank of India during the year under review.
During the year, there has been no change in the capital base of the Company, which comprises of 7500000 Equity Shares of Rs.10/- each.
The company is in the nature of business of non-banking finance company. There has been no change in the nature of business of the Company during the year.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS
There has been no significant and/or material order(s) passed by any Regulators/Courts/Tribunals impacting the going concern status of the Company''s operations in future.
In terms of Section 152 of the Companies Act, 2013, Mr. Manoj Sethia (DIN:00585491), retires by rotation from the Board of Directors of the Company at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.
Based on Recommendation of Nomination and Remuneration Committee and the Board of Directors of the Company, Mr. Nagar Mal Agrawal (DIN: 00486030) appointed as an Additional Independent Director of the company with effect from 26.08.2025 will hold office upto ensuing Annual General Meeting of the company. The Company has received a notice in accordance with the provisions of Section 160 of the Act proposing the candidature of Mr. Nagar Mal Agrawal for the office of a Director. The Board recommends appointment of Mr. Nagar Mal Agarwal as Independent Director.
Additional information pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of Director seeking re-appointment is given in the Notice convening Annual General Meeting Notice of the Company.
None of the Directors of the Company is disqualified for being appointed as a Director, under section 164(2) of the Companies Act, 2013.
Mr. Rajesh Shah (DIN: 06746791) has completed his tenure of 2nd term as an Independent Director of the Company in 45th Annual General Meeting of the company. The Board place on record their appreciation for contribution and services rendered by him during his tenure as an Independent Director.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each Independent Director of the Company under section 149(7) of Companies Act, 2013 that they meet the criteria of Independence as laid down under the provisions of sub-section (6) of section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
There are no Subsidiaries, Joint Ventures and Associate Company during the financial year 2024-25 under review.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:
a) In the preparation of the Annual Accounts for the year ended 31st March, 2025, the applicable accounting standards had been followed along with the proper explanation relating to material departures, if any;
b) That such accounting policies have been selected as mentioned in the Notes to Financial Statements 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 as on 31st March, 2025 and of the loss of the Company for the year ended on that date;
c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities;
d) that annual accounts have been prepared for the financial year ended 31st March, 2025 on ''going concern ''basis;
e) that proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
f) that proper system have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
STATUTORY AUDITORS AND AUDIT REPORT
M/s. J. Gupta & Co LLP (FRN: 3140100E/E300029) and LLP No.AAM-2652), Chartered Accountants, Statutory Auditors of the Company, were appointed to hold office till the conclusion of the 48th Annual General Meeting to be held in calendar year 2027.
The Audit Report to the members for the year ended 31.03.2025 under review is unmodified. The observations made by the auditor''s in the Auditors'' Report are self explanatory and do not contain any qualification or any adverse remarks and, therefore need no further clarifications or any further explanations as required under sub-section (3) of section 134 of Companies Act, 2013.
M/s. J. Gupta & Co LLP (FRN: 3140100E/E300029) and LLP No.AAM-2652), Chartered Accountants, Statutory Auditors have a communicated their unwillingness to continue to act as statutory auditor of the Company due to other pre-occupations and Company has received the resignation letter from the statutory auditors with, no other material reasons. The Company has accepted and approved resignation of statutory auditors in the Board meeting with effect from 30.06.2025.
Pursuant to the provision of Section 139, 141 and 142 and other applicable provisions of the Companies Act, 2013 if any, read with Companies (Audit & Auditors) Rules, 2014, including any statutory enactment or modification thereof, M/s. D. C. Dharewa & Co.,(FRN:322617E), Chartered Accountants, appointed as the Statutory Auditors of the Company in the Board meeting of the company held on 30.06.2025 up to ensuing 46th Annual General Meeting of the Company due to casual vacancy arise of resignation of J Gupta & Co LLP and subject to approval of Members appointment for a term of 3 (three) consecutive years as Statutory Auditors of the company to hold office from the conclusion of this 46th Annual General Meeting till the conclusion of 49th Annual General Meeting of the company to be held on the calendar year 2028.
Pursuant to the provisions of Regulation 24A of the SEBI Listing Regulations and in accordance with Section 204 of the Act, basis recommendation of the Board, the Company is required to appoint Secretarial Auditor, with the approval of the Members at its AGM. In light of the aforesaid, the Board of the Company has recommended the appointment of Mrs. Khusboo Jain, a Practicing Company Secretary (Membership No.25628, C.P. No.16451) as the Secretarial Auditor of the Company for a period of 5 (five) consecutive financial years, i.e.; from FY2025-26 up to FY2029-30, subject to approval of the Members at the ensuing AGM of the Company, to undertake secretarial audit as required under the Act and SEBI Listing Regulations and issue the necessary secretarial audit report for the aforesaid period.
Mrs. Khusboo Jain, have confirmed that their appointment, if made, will comply with the eligibility criteria in terms of SEBI Listing Regulations. Further, the Secretarial Auditor has confirmed that they have subjected themselves to Peer Review process by the Institute of Company Secretaries of India (âICSIâ) and hold valid certificate issued by the Peer Review Board of ICSI.
In compliances with provisions of Section 204 and other applicable provisions of Companies Act 2013 and Regulation 24A of SEBI LODR, 2015, a Secretarial Audit was conducted during the year by practicing company secretary Mr. Rajesh Ghorawat (CP No. 20897). The Secretarial Auditor''s Report for the financial year ended 31st March, 2025 is attached as Annexure-A and form part of this report. There are no qualifications or observations or remarks made by the practicing company secretary in their Audit Report.
COMPLIANCE WITH SECRETARIAL STANDARD
The Company complies with all applicable Secretarial Standard issued by ICSI.
There was no fraud reported by Auditors of the Company under Section 143 (12) of the Companies Act, 2013, to the Audit Committee or Board of Directors during the year under review.
COST RECORDS
As per section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is not required to maintain cost records.
BOARDâS COMMENT ON THE AUDITORSâ REPORT
The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are selfexplanatory and do not call for any further comment.
PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:
There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year.
The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.
Eight meetings of the Board of Directors were held during the year. The details of various Board Meetings are provided in the Corporate Governance Report of this Annual Report.
Transparency is the cornerstone of your Company''s philosophy and all requirements of Corporate Governance are adhered to both in letter and spirit. All the Committees of the Board of Directors meets at regular intervals as required in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Board of Directors has taken all the necessary steps to ensure compliances with all statutory requirements. The Directors and Key Managerial Personnel of your Company have complied with the approved code of conduct for the Board and Senior Management.
The Report on Corporate Governance as required under regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as a separate section forming part of the Annual Report. The Auditors'' Certificate on compliance with Corporate Governance Requirements is also attached to this report.
THE BUSINESS RESPONSIBILTY REPORT (BRR)
Preparation of Business Responsibility Report is not applicable to the Company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of provision of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the management discussion and analysis report for the year is presented, in a separate section forming part of the Annual Report.
The Company''s share continues to remain listed with BSE Ltd. and The Calcutta Stock Exchange Ltd. The Company has paid the annual listing fees for the year 2025-26 to both the Stock Exchanges.
MATERIALS CHANGES AND COMMITMENTS
No material changes and commitments have occurred after the close of the financial year 2024-25 till the date of thisReport, which affect the financial position of the Company.
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.
In terms of the provision of Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 or amendment thereof, if any, in respect of the managerial personnel of the company is attached here as Annexure-B.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3)(q) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN OR SECURITY PROVIDED BY THE COMPANY
The particulars of loans, guarantees, security and investments as per Section 186 of the Act by the Company, as applicable, have been disclosed in the financial statements.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Your Company does not have any activity requiring conservation of energy or technology absorption and there was no foreign exchange earnings and/or foreign exchange outgo.
All related party transactions that were entered into during the financial year were at arm''s length basis and were in the ordinary course of business. Details of materially significant related party transactions are the transactions of a material nature between the Company and the Promoters, Management, Directors or their relatives etc. and as required in part A(2A) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the transactions of the company with the promoter/promoter group which hold(s) 10% or more shareholding in the company are disclosed in Note No. 38 of the Financial Statements in compliance with the Ind-AS Accounting Standard relating to "Related Party Disclosures." However, there are no materially significant related party transactions during the financial year made by the Company, thus, disclosure in Form AOC-2 is not required.
There are no materially significant related party transactions with the Company''s Promoters, Directors, Management or their relatives, which may have a potential conflict with the interest of the Company.
The copy of annual return of the Company has been placed on the website of the Company and can be accessed at www.sarvottamfinvest.in.
As required under provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a well documented and robust risk management framework.
The Audit Committee of the Board of Directors reviews the Risk Management Strategy of the Company to ensure effectiveness of the Risk Management policy and procedures. Board of Directors of the Company is regularly apprised on the key risk assessment areas and a mitigation mechanism is recommended.
During the year, the Board has reviewed the risk assessment and a risk minimization procedure commensurate to the risks has been adopted and is in place.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not fall in the category of Companies to which section 135(1) of Companies Act, 2013 is applicable. Hence Corporate Social Responsibility requirements are not applicable to Company.
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism/ Whistle Blower Policy. The policy is available at Company''s website.
The Nomination and Remuneration Committee (NRC) and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, its committees and individual directors is required to be carried out. It includes circulation of evaluation forms separately for evaluation of the Board and its Committees, Independent Directors/ Non-Executive Directors/ Executive Directors/Managing Director and Chief Executive Officer and Chairman of the Board, as applicable.
During the year under review, the aforesaid annual performance evaluation was conducted. The results of the evaluation were sent to the Chairman of the NRC, after which necessary feedback was provided to the NRC/ Board. This process ensured that the evaluation process was carried out in a confidential manner and independent feedback was obtained on the performance. The process of the annual performance evaluation broadly comprises:
a) Board and Committee Evaluation:
Evaluation of Board as a whole and the Committees is done by the individual Directors/members, followed by submission of collation to NRC and feedback to the Board by the NRC post discussion.
b) Independent / Non-Executive Directors Evaluation:
Evaluation done by Board members excluding the Director being evaluated is received and individual feedback is provided to each Director as | the policy for performance evaluation of the Board/its Committees/Directors.
c) Chairperson / Managing Director and Chief Executive Officer Evaluation:
Evaluation as done by the individual directors is submitted to the Chairperson of the NRC and Chairperson of the NRC presents the feedback a NRC meeting and subsequently at the Board meeting.
RBI GUIDELINES AND REGISTRATION
The Company continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time.
The Company is Non-Banking Finance Company registered with Reserve Bank of India bearing registration no. B.05.01047.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013, AND COMPLIANCE WITH THE PROVISIONS OF THE MATERNITY BENEFIT ACT, 1961.
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy.
During the year under review, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
Detailed Reporting on Sexual Harassment Complaints: Under the section pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, companies must now provide specific data, including:
Under the section pertaining to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, we disclose the following data:
1. The number of sexual harassment complaints received during the year. - NIL
2. The number of such complaints disposed of during the year. - NIL
3. The number of cases pending for a period exceeding ninety days. - NIL
The provisions of the Maternity Benefit Act, 1961 were not applicable to the company for any of the emplo yees during the year.
Your Directors wish to place on record their appreciation for continued guidance and co-operation received from the various stakeholders including financial institutions and banks, regulators, government authorities and other business associates, who have extended their valuable support and encouragement during the year under review. The Directors thank the Companyâs employees, customers, vendors, investors and academic partners for their continuous support.
The Directors appreciate and value the contribution made by every member of the Company.
Mar 31, 2024
Your Directors have pleasure in presenting the 45th Annual Report along with the Audited Statement of Accounts of the Company for
the financial year ended 31 st March, 2024.
FINANniAl HirSHI IfiHTS Re In I akhc
|
Particulars |
31st March, 2024 |
31st March, 2023 |
|
Profit /(Loss )before tax |
48.93 |
(124.09) |
|
Less: Tax Expense |
1.78 |
(5.67) |
|
Profit /(Loss) aftertax |
47.15 |
(118.42) |
|
Other Comprehensive Income for the year, net of tax |
0.00 |
0.00 |
|
Total Comprehensive Income for the year |
47.15 |
(118.42) |
With a view to conserve resources for growth of Company, the Board recommends no dividend for the year ended 31st March, 2024.
TRANSFER TO RESERVE
The Company did not transfer any amount to General Reserve during the year.
The Company is registered with Reserve Bank of India as a Non-Deposit taking Non-Banking Financial Company. The Company
has neither invited nor accepted/renewed any deposits from the public within the meaning of Chapter V ofCompanies Act, 2013 or
extant regulations of the Reserve Bank of India during the year under review.
During the year, there has been no change in the capital base of the Company, which comprises of 7500000 Equity Shares of
Rs.10/-each.
There has been no change in the nature of business of the Company during the year.
There has been no significant and/or material order(s) passed by any Regulators/Courts/Tribunals impacting the going concern status
of the Company''s operations in future.
In terms of Section 152 of the Companies Act, 2013, Mrs. Sangeeta Sethia (DIN:00585682), retires by rotation from the Board of
Directors of the Company at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.
Additional information pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of Director
seeking re-appointment is given in the Notice convening Annual General Meeting Notice of the Company.
None of the Directors of the Company is disqualified for being appointed as a Director, under section 164(2) of the Companies Act,
2013.
During the year Mr. Ganesh Kumar Chindaliya (PAN - AHAPC8979K) resigned from the post Chief Financial Officer and Mr. Suraj
Bhowmick (PAN - CHNPB8921M) was appointed as a Chief Financial Officer of the Company.
Mrs. Smita Jain (ICSI Membership No. 19138 resigned from the post of Company Secretary and Mrs. Priyanka Mundhara (ICSI
Membership No. 39157) appointed as Company Secretary with effect from 10.05.2024.
The Company has received the necessary declaration from each Independent Director of the Company under section149(7) of
Companies Act, 2013 that they meet the criteria of Independence as laid down under the provisions of sub-section (6) of section 149
of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There are no Subsidiaries, Joint Ventures and Associate Company during the financial year 2023-24 under review.
Pursuant to the provisions of section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:
a) In the preparation of the Annual Accounts for the year ended 31 st March, 2024, the applicable accountingstandards had
been followed along with the proper explanation relating to material departures, if any;
b) That such accounting policies have been selected as mentioned in the Notes to Financial Statements 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 as on 31 st March, 2024 and of the profit of the Company for the year ended on that date;
c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities;
d) that annual accounts have been prepared for the financial year ended 31 st March, 2024 on ''going concern ''basis;
e) that proper internal financial controls to be followed by the Company and that such internal financial controls are adequate
and were operating effectively;
f) that proper system have been devised to ensure compliance with the provisions of all applicable laws and thatsuch systems
were adequate and operating effectively.
M/s. M/s. J Gupta & Co LLP, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the 48th
Annual General Meeting to be scheduled in 2027. They have confirmed their eligibility and are not disqualified to act as auditors of
the Company and they shall be paid remuneration as may be finalized by the Board of Directors of the Company.
The observations made by the auditor''s in the Auditors'' Report are self explanatory and do not contain any qualification or any
adverse remarks and, therefore need no further clarifications or any further explanations as required under sub-section (3) of section
134 of Companies Act, 2013.
In compliances with provisions of Section 204 and other applicable provisions of Companies Act 2013, a Secretarial Audit was
conducted during the year by Secretarial Auditor Mr. Rajesh Ghorawat (CP No.20897). The Secretarial Auditor''s Report for the
financial year ended 31 st March, 2024 is attached as Annexure-A and form part this report.
There are no qualifications or observations or remarks made by the Secretarial Auditors in their Audit Report.
The Company complies with all applicable Secretarial Standard.
There was no fraud reported by Auditors of the Company under Section 143 (12) of the Companies Act, 2013, to the Audit Committee
or Board of Directors during the year under review.
Eight meetings of the Board of Directors were held during the year. The details of various Board Meetings are provided in the
Corporate Governance Report of this Annual Report.
Transparency is the cornerstone of your Company''s philosophy and all requirements of Corporate Governance are adhered to both
in letter and spirit. All the Committees of the Board of Directors meets at regular intervals as required in terms of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Your Board of Directors has taken all the necessary steps to ensure
compliances with all statutory requirements. The Directors and Key Managerial Personnel of your Company have complied with the
approved code of conduct for the Board and Senior Management.
The Report on Corporate Governance as required under regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is attached as a separate section forming part of the Annual Report. The Auditors'' Certificate on compliance with
Corporate Governance Requirements is also attached to this report.
Preparation of Business Responsibility Report is not applicable to the Company.
In terms of provision of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
management discussion and analysis report for the year is presented, in a separate section forming part of the Annual Report.
The Company''s share continues to remain listed with BSE Ltd. and The Calcutta Stock Exchange Ltd. The Company has paid the
annual listing fees for the year 2024-25 to both the Stock Exchanges.
No material changes and commitments have occurred after the close of the financial year 2023-24 till the date of thisReport, which
affect the financial position of the Company.
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence
to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and
completeness of the accounting records, and the timely preparation of reliable financial disclosure.
In terms of the provision of Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 or amendment thereof, if any, in respect of the managerial personnel of the company is attached
here as Annexure-B.
There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3)(q) read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Your Company does not have any activity requiring conservation of energy or technology absorption and there was no foreign
exchange earnings and/or foreign exchange outgo.
All related party transactions that were entered into during the financial year were at arm''s length basis and were in the ordinary
course of business. Details of materially significant related party transactions are the transactions of a material nature between the
Company and the Promoters, Management, Directors or their relatives etc. are disclosed in the Note No. 37 of the Financial
Statements in compliance with the Accounting Standard relating to "Related Party Disclosures".
There are no materially significant related party transactions with the Company''s Promoters, Directors, Managementor their relatives,
which may have a potential conflict with the interest of the Company.
The copy of annual return of the Company has been placed on the website of the Company and can be accessed at
www. sarvotta mfi nvest. i n.
As required under provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has
established a well documented and robust risk management framework.
The Audit Committee of the Board of Directors reviews the Risk Management Strategy of the Company to ensure effectiveness of
the Risk Management policy and procedures. Board of Directors of the Company is regularly apprised on the key risk assessment
areas and a mitigation mechanism is recommended.
During the year, the Board has reviewed the risk assessment and a risk minimization procedure commensurate to the risks has been
adopted and is in place.
The Company does not fall in the category of Companies to which section 135(1) of Companies Act, 2013 isapplicable. Hence
Corporate Social Responsibility requirements are not applicable to Company.
In accordance with Section 177(9) and 177(10) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company has established a Vigil Meehanism/Whistle Blower Policy. The policy is available at
Company''s website.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company has formulated the criteria for the evaluation of the performance of Board of Directors, Independent Directors,
Non-Independent Directors and the Chairman of the Board. Based on that performance evaluation has been undertaken. The
Independent Directors of the Company have also convened a separate meeting for this purpose. All the results and evaluation has
been communicated to the Chairman of the Board of Directors. All Directors of the Board are familiar with the business of the
Company.
The Company continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time.
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy.
During the year under review, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013.
Your Directors wish to place on record their appreciation for continued guidance and co-operation received from the various
stakeholders including financial institutions and banks, regulators, government authorities and other business associates, who have
extended their valuable support and encouragement during the year under review. The Directors thank the Companyâs employees,
customers, vendors, investors and academic partners for their continuous support.
The Directors appreciate and value the contribution made by every member of the Company.
For and on behalf of the Board
Manoj Sethia
Place: Kolkata Chairman
Date: 15th July, 2024 DIN: 00585491
Mar 31, 2015
Dear Shareholders,
The Directors have pleasure in presenting the 36th Annual Report along
with the Audited Statement of Accounts of the Company for the financial
year ended 31st March, 2015.
FINANCIAL PERFORMANCE (Amount in Rs. Lacs)
31st March,
2015 31st March,
2014
Profit before tax 9.05 3.75
Less: Tax Expense 3,01 (0.66)
Profit after tax 6.04 4.41
Add: Balance brought forward from
previous year 24.54 21.01
Balance available for appropriation 30.58 25.42
Appropriations:
Transfer to Statutory Reserve u/s
45IC of RBI Act 1.1 0.88
Balance carried to Balance Sheet 2.37 24.54
DIVIDEND
With a view to conserve resources for growth of Company, the Board
recommends no dividend for the year ended 31st March, 2015.
TRANSFER TO RESERVE
The Company did not transfer any amount to General Reserve during the
year.
PUBLIC DEPOSITS
The Company is registered with Reserve Bank of India as a Non-Deposit
taking Non-Banking Financial Company. The Company has neither invited
nor accepted/renewed any deposits from the public within the meaning of
Chapter V of Companies Act, 2013 or extant regulations of the Reserve
Bank of India during the year under review.
CAPITAL STRUCTURE
During the year, there has been no change in the capital base of the
Company, which comprises of 75,00,000 Equity Shares ofRs.l0/-each.
CHANGE IN NATURE OF THE BUSINESS
There has been no change in the nature of business of the Company
during the year.
STATUTORY & LEGAL MATTERS
There has been no significant and/or material order(s) passed by any
Regulators/Courts/Tribunals impacting the going concern status and the
Company's operations in future.
DIRECTORS
In terms of Section 149 and 152 of the Companies Act, 2013, Mr. Manoj
Chetani (DIN-02935980), is proposed to be appointed as Independent
Director of the Company at the ensuing Annual General Meeting. The
Company has received notice from a member along with requisite deposit
under section 160 of the Companies Act, 2013 proposing Mr. Manoj Kumar
Chetani for the office of Independent Director.
A brief resume of the Directors being appointed, nature of the
expertise in specific functional areas, names of companies in which he
holds directorship and membership/chairmanship of Board Committees,
shareholding and relationships between directors as stipulated under
clause 49 of the Listing Agreement with the stock exchanges, is
provided in Notice of the Annual General Meeting.
The Board of Directors of the Company recommends the appointment.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 134(3) (c) of the Companies Act,
2013, it is hereby confirmed that:
a) In the preparation of the Annual Accounts, the applicable Accounting
Standards had been followed along with the proper explanation relating
to material departures;
b) The Directors had selected such accounting policies as mentioned in
the Notes to Financial Statements and applied them consistently and
made judgements and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company as on
31st March, 2015 and of the profit of the Company for the year ended on
that date;
c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of Company and for
preventing and detecting fraud and other irregularities;
d) The Directors had prepared the Accounts for the financial year ended
31st March, 2015 on 'going concern' basis;
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; and
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.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the necessary declaration from each
Independent Director of the Company under section 149(7) of Companies
Act, 2013 that they meet the criteria of Independence as laid down
under the provisions of sub-section (6) of section 149 of the Companies
Act, 2013.
AUDITORS AND AUDITORS REPORT
(A) Statutory Auditors:
M/s. V. Goyal & Associates, Chartered Accountants, Statutory Auditors
of the Company, hold office till the conclusion of the 38th Annual
General Meeting, to be scheduled in 2017. They have confirmed their
eligibility under the Act and that they are not disqualified to act as
Auditors of the Company. Their appointment is subject to ratification
by the members at the Annual General Meeting.
The observations made by the auditor's in the Auditors' Report are self
explanatory and do not contain any qualification or any adverse remarks
and, therefore need no further clarifications or any further
explanations as required under sub- section (3) of section 134 of
Companies Act, 2013.
(B) Secretarial Auditor:
The Board has appointed Mr. Arun Kumar Jaiswal, Practising Company
Secretary to hold the office of the Secretarial Auditor and to conduct
the Secretarial Audit and prepare the Secretarial Auditors' Report in
pursuant to sub-section (1) of section 204 of Companies Act, 2013 and
Rules made there under for the financial year 2014-15.
The report is self explanatory and do not contain any reservation,
qualification or adverse remarks. The Secretarial Auditors' Report is
annexed to this report as Annexure-A.
MEETINGS OF THE BOARD
Four meetings of the Board of Directors were held during the year. The
details of various Board Meetings are provided in the Corporate
Governance Report of this Annual Report.
CORPORATE GOVERNANCE
Your Company has been consistently complying with the various
regulations of Securities and Exchange Board of India (SEBI), including
regulations on Corporate Governance, which is enumerated under Clause
49 of the Listing Agreement. Pursuant to the said SEBI regulations, a
separate section titled Corporate Governance Report is being furnished.
Further your Company's Statutory Auditors M/s. V. Goyal & Associates,
Chartered Accountants, have examined compliance of the aforesaid
Corporate Governance Guidelines and issued a Certificate, which is
annexed to this Report.
The Company has adopted a code of conduct applicable to the Board and
senior management. The Company is committed to maximize the value of
its stakeholders by adopting the principles of good Corporate
Governance in line with the provisions of law and in particular those
stipulated in Listing Agreement with the Stock Exchanges.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report for the year under review
as stipulated under clause 49 of the listing agreement with the stock
exchanges is presented, in a separate section forming part of the
Annual Report.
LISTED WITH STOCK EXCHANGES
The Company's share continues to remain listed with the Calcutta Stock
Exchange Ltd and the Company's shares have also been listed with the
BSE Ltd. The Company has paid the annual listing fees for the year
2015-16 to both the Stock Exchanges.
MATERIALS CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the
financial position of the Company, which have occurred since 31st
March, 2015, being the end of the financial year of the Company.
INTERNAL CONTROL SYSTEMS
The Company's auditors have confirmed that the Company has proper and
adequate internal control systems commensurate with its size and nature
of operations to provide reasonable assurance that all assets are
safeguarded, transactions are authorized, recorded and reported
properly and that all applicable statutes and corporate policies are
duly complied with.
MANAGERIAL REMUNERATION
In terms of the provision of Section 197(12) of the Act read with Rules
5(1) of the (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, in respect of the managerial personnel of the company is
attached here as Annexure-B
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There are no employees who are in receipt of remuneration in excess of
the limit specified under section 134(3)(q) read with Rule 5 (2) and 5
(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign
exchange earnings and outgo are as follows:
(A) Conservation of Energy : NA
(B) Technology Absorption : NA
(C) Foreign Exchange Earnings and Outgo:
The details of Foreign Exchange transactions are as below : Foreign
Exchange Earnings : Rs. Nil Foreign Exchange Outgo : Rs. Nil
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. Details of materially significant related party
transactions that are the transactions of a material nature between the
Company and the Promoters, Management, Directors or their relatives
etc. are disclosed in the Note No.22 (B) of the Financial Statements in
compliance with the Accounting Standard relating to "Related Party
Disclosures".
There are no materially significant related party transactions with the
Company's Promoters, Directors, Management or their relatives, which
may have a potential conflict with the interest of the Company.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT 9 is annexed to this report as Annexure-C.
RISK MANAGEMENT POLICY
As required under Clause 49 of the Listing Agreement, the Company has
established a well documented and robust risk management framework.
Under this framework, risks are identified across all business process
of the Company on a continuous basis. Once identified, these risks are
classified as strategic risk, business risk or reporting risk.
Strategic risk is those which are associated with the long term
interests of the Company. Reporting risk is associated with incorrect
or un- timely financial and non- financial reporting.
The Audit Committee of the Board of Directors review the Risk
Management Strategy of the Company to ensure effectiveness of the Risk
Management policy and procedures. Board of Directors of the Company is
regularly apprised on the key risk assessment areas and a mitigation
mechanism is recommended.
During the year, the Board has reviewed the risk assessment and a risk
minimization procedure commensurate to the risks has been adopted and
is in place.
VIGIL MECHANISM
In accordance with Section 177(9) and 177(10) of the Companies Act,
2013 and clause 49(II)(F) of the Listing Agreement, the Company has
established a Vigil Mechanism/Whistle Blower Policy. The policy is
available at Company's website.
EVALUATION OF BOARD S PERFORMANCE
The Company has formulated the criteria for the evaluation of the
performance of Board of Directors, Independent Directors,
Non-Independent Directors and the Chairman of the Board. Based on that
performance evaluation has been undertaken. The Independent Directors
of the Company have also convened a separate meeting for this purpose.
All the results and evaluation has been communicated to the Chairman of
the Board of Directors. All Directors of the Board are familiar with
the business of the Company.
DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. All employees are
covered under this policy.
The following is the summary of the complaints received and disposed
off during the Financial Year 2014-15 :
a) No. of complaints received : NIL
b) No. of complaints disposed off : NIL
APPRECIATION
Your Directors wish to place on record their appreciation for continued
guidance and co-operation received from the various stakeholders
including financial institutions and banks, regulators, governmental
authorities and other business associates, who have extended their
valuable support and encouragement during the year under review.
For and on behalf of the Board
Place : Kolkata MANOJ SETHIA
Dated : 28th August, 2015 Chairman
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