You are here » Home » Companies » Company Overview » Sarvottam Finvest Ltd

Sarvottam Finvest Ltd.

BSE: 539124 Sector: Financials
NSE: N.A. ISIN Code: INE822Q01015
BSE LIVE 14:59 | 05 May Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 33.00
PREVIOUS CLOSE 31.45
VOLUME 9
52-Week high 33.00
52-Week low 0.00
P/E 1650.00
Mkt Cap.(Rs cr) 25
Buy Price 0.00
Buy Qty 0.00
Sell Price 33.00
Sell Qty 1.00
OPEN 33.00
CLOSE 31.45
VOLUME 9
52-Week high 33.00
52-Week low 0.00
P/E 1650.00
Mkt Cap.(Rs cr) 25
Buy Price 0.00
Buy Qty 0.00
Sell Price 33.00
Sell Qty 1.00

Sarvottam Finvest Ltd. (SARVOTTAMFINVE) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the 37th Annual Report along with theAudited Statement of Accounts of the Company for the financial year ended 31st March2016.

FINANCIAL RESULTS

31st March 2016 31st March 2015
Profit before tax 10.69 9.05
Less: Tax Expense 3.83 3.01
Profit after tax 6.86 6.04
Add: Balance brought forward from previous year 29.38 24.54
Balance available for appropriation 36.24 30.58
Appropriations :
Transfer to Statutory Reserve u/s 45IC of RBI Act 1.37 1.21
Balance carried to Balance Sheet 34.87 29.37

DIVIDEND

With a view to conserve resources for growth of Company the Board recommends nodividend for the year ended 31st March 2016.

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 takingNon-Banking Financial Company. The Company has neither invited nor accepted/renewed anydeposits from the public within the meaning of Chapter V of Companies Act 2013 or extantregulations 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 whichcomprises of 7500000 Equity Shares of Rs.10/-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 anyRegulators/Courts/Tribunals impacting the going concern status and the Company'soperations in future.

DIRECTORS

In terms of Section 152 of the Companies Act 2013 Mr. Manoj Sethia (DIN: 00585491)Director of the Company retires at the ensuing Annual General Meeting and is proposed tobe re-appointed at the ensuing Annual General Meeting.

Mr. Dilip Kumar Gupta is proposed to be re-appointed as Managing Director of theCompany for the terms of 5 (five) consecutive years with effect from October 1 2016.

A brief resume of the Directors being re-appointed nature of their expertise inspecific functional areas names of companies in which they holds Directorships andMemberships/Chairmanships of Board Committees shareholding and relationships betweendirectors pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 with the stock exchanges is provided in Notice of the Annual General Meeting. TheBoard recommends their re-appointment.

KEY MANERGIAL PERSONNEL

Mr. Rajendra Kumar Mundhra has been appointed as Chief Financial Officer with effectfrom 3rd May 2016.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 it ishereby confirmed that:

a) In the preparation of the Annual Accounts the applicable Accounting Standards hadbeen followed along with the proper explanation relating to material departures;

b) The Directors had selected such accounting policies as mentioned in the Notes toFinancial Statements and applied them consistently and made judgements and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as on 31st March 2016 and of the profit of the Company for the year ended onthat date;

c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the Accounts for the financial year ended 31st March2016 on 'going concern' basis;

e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively in compliance with Section 134(5)(e) of the Companies Act 2013

f) The Directors had devised proper systems to ensure compliance with the provisions ofall 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 ofthe Company under Section 149(7) of Companies Act 2013 that they meet the criteria ofIndependence as laid down under the provisions of Sub-section (6) of Section 149 of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

AUDITORS AND AUDITORS' REPORT

(A) Statutory Auditors :

M/s. V. Goyal & Associates Chartered Accountants Statutory Auditors of theCompany hold office till the conclusion of the 38th Annual General Meeting to bescheduled in 2017. They have confirmed their eligibility under the Act and that they arenot disqualified to act as Auditors of the Company. Their appointment is subject toratification by the Members at the Annual General Meeting. The observations made by theauditor's in the Auditors' Report are self explanatory and do not contain anyqualification or any adverse remarks and therefore need no further clarifications or anyfurther explanations as required under Sub-section (3) of Section 134 of Companies Act2013.

(B) Secretarial Auditor :

The Board has appointed Mr. Arun Kumar Jaiswal Practising Company Secretary to holdthe office of the Secretarial Auditor and to conduct the Secretarial Audit and prepare theSecretarial Auditors' Report in pursuant to Sub-section (1) of Section 204 of CompaniesAct 2013 and Rules made thereunder for the financial year 2015-16.

The report is self explanatory and do not contain any reservation qualification oradverse remarks The Secretarial Auditors' Report is annexed to this report as Annexure-A.

MEETINGS OF THE BOARD

Eight meetings of the Board of Directors were held during the year. The details ofvarious Board Meetings are provided in the Corporate Governance Report of this AnnualReport.

LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provision of earlier listing agreement for differentsegments of the capital market to ensure better enforceability. The said regulations wereeffective from December 1 2015. Accordingly all listed entities were required to enterinto the Listing Agreement within six months from the effective date. The Company enteredinto Listing Agreement with BSE Limited and the Calcutta Stock Exchange Limited.

CORPORATE GOVERNANCE

Transparency is the cornerstone of your Company's philosophy and all requirements ofCorporate Governance are adhered to both in letter and spirit. All the Committees of theBoard of Directors meets at regular intervals as required in terms of Clause 49 of ListingAgreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. YourBoard of Directors has taken all the necessary steps to ensure compliances with allstatutory requirements. The Directors and Key Managerial Personnel of your Company havecomplied with the approved code of conduct for the Board and Senior Management.

The Report on Corporate Governance as required under Clause 49 of Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached as aseparate section forming part of the Annual Report. The Auditors' Certificate oncompliance with Corporate Governance Requirements is also attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provision of Regulation 34 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the managementdiscussion and analysis report for the year is presented in a separate section formingpart of the Annual Report.

LISTED WITH STOCK EXCHANGES

The Company's share continues to remain listed with BSE Ltd. and the Calcutta StockExchange Ltd. The Company has paid the annual listing fees for the year 2016-17 to boththe Stock Exchanges.

MATERIALS CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred since 31st March 2016 being the end of the financialyear of the Company.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.

MANAGERIAL REMUNERATION

In terms of the provision of Section 197(12) of the Act read with Rules 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof 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 limitspecified 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 earningsand 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 atarm's length basis and were in the ordinary course of business. Details of materiallysignificant related party transactions that are the transactions of a material naturebetween the Company and the Promoters Management Directors or their relatives etc. aredisclosed in the Note No. 22(B) of the Financial Statements in compliance with theAccounting Standard relating to "Related Party Disclosures".

There are no materially significant related party transactions with the Company'sPromoters Directors Management or their relatives which may have a potential conflictwith 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 annexedto this report as Annexure-C.

RISK MANAGEMENT POLICY

As required under Clause 49 of the Listing Agreement / SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has established a well documentedand robust risk management framework. Under this framework risks are identified acrossall business process of the Company on a continuous basis. Once identified these risksare classified as Strategic risk Business risk or Reporting risk. Strategic risk arethose which are associated with the long term interests of the Company. Reporting risk isassociated with incorrect or un-timely financial and non- financial reporting.

The Audit Committee of the Board of Directors reviews the Risk Management Strategy ofthe Company to ensure effectiveness of the Risk Management policy and procedures. Board ofDirectors of the Company is regularly apprised on the key risk assessment areas and amitigation mechanism is recommended.

During the year the Board has reviewed the risk assessment and a risk minimizationprocedure 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 clause49(II)(F) of the Listing Agreement/ 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.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant material orders passed by the Regulators/ Courts which wouldimpact the Going Concern status of the Company and its future operations.

EVALUATION OF BOARD'S PERFORMANCE

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formulated the criteria forthe evaluation of the performance of Board of Directors Independent DirectorsNon-Independent Directors and the Chairman of the Board. Based on that performanceevaluation has been undertaken. The Independent Directors of the Company have alsoconvened a separate meeting for this purpose. All the results and evaluation has beencommunicated to the Chairman of the Board of Directors. All Directors of the Board arefamiliar 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 requirementsof 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 theFinancial Year 2015-16 :

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 andco-operation received from the various stakeholders including financial institutions andbanks regulators governmental authorities and other business associates who haveextended their valuable support and encouragement during the year under review.

For and on behalf of the Board
Place : Kolkata Manoj Sethia
Dated: 30th May 2016 Chairman