Shreevatsaa Finance & Leasing Ltd.
|BSE: 532007||Sector: Financials|
|NSE: N.A.||ISIN Code: INE981C01019|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 532007||Sector: Financials|
|NSE: N.A.||ISIN Code: INE981C01019|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Your Directors have immense pleasure in presenting their 31st Annual Reporton the business and operations of the Company together with the Annual FinancialStatements for the Financial Year ended March 31 2017.
FINANCIAL PERFORMANCE (STANDALONE & CONSOLIDATED)
The Company has earned a net profit of Rs. 4084419.11/- (Rupees Forty Lakhs EightyFour Thousand Four Hundred Nineteen). A Summary of the Financial position is mentionedherein below:-
The Board's Report shall be prepared based on the stand alone financial statements ofthe company.
During the year under review the overall performance of the Company was steady andsatisfactory. The Company has been mainly carrying on the business of sale and purchase ofshares securities and units. It also earned jobbing profits from sale of shares anddividend from units and mutual funds.
The Company continues to focus its main attention on cost reduction Assets/Liability Management and collection. Your company managed to carry out all its business andcommercial obligations in time and with dignity.
Your Directors shall continue to put in all efforts to increase the business of thecompany and are confident of even better and brighter prospects of the Company.
The Company is considering various possibilities for optimizing the present businessactivities and also other business proposals keeping in view the profitability andstability of business of the Company. The Company is also pursuing the possibility intoother related activities.
With a view to provide a cushion for any financial contingencies in the future and tostrengthen the financial position of the Company your Directors have decided not torecommend any dividend for the period under review.
During the year under review Rs. 4084419.11 (Rupees Forty Lakhs Eighty Four ThousandFour Hundred Nineteen) was transferred to General Reserves.
The details in regard to deposits covered under Chapter V of the Companies Act2013 are mentioned hereunder;
The company does not have deposits which are in contradiction of Chapter V of the Act.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The names of the companies which have become or ceased to be the Company'ssubsidiaries Joint Venture and associate companies during the year under review isprovided below :
Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures forms part of this Report in Form AOC-1 asAnnexure I. The Company does not have any Subsidiary and Joint Venture Company.
The equity shares of your Company are listed with Bombay Stock Exchange and AhmedabadStock Exchange.
The Company is duly registered with Reserve Bank of India as an NBFC not acceptingpublic deposits. Since the Company has neither accepted any deposit nor it intends toaccept any deposit hence it has duly been passing appropriate resolution in each financialyear.
MATTERS RELATED TO DIRECTORS AND KEY MANGERIAL PERSONNEL
The Company has re-appointed Mr. Praveen Kumar Arora as Managing Director of theCompany for a period of 5 years with effect from 01st April 2016 upto 31stMarch 2021 in the Extra-Ordinary General Meeting of the Company held on 15thJune 2016.
Mr. Manohar Lal and Mr. Sanjay Mehrotra were appointed as Independent Non-ExecutiveDirector in the last AGM held on 30th September 2016 for a period of 5 (Five)years to hold office upto conclusion of the 35th AGM of the Company.
Due to some health issues Mr. Manohar Lal has resigned from the Board w.e.f. 27thApril 2017 and Mr. Sushil Kumar Mohanty has joined the Board on 13th May 2017to hold office upto the ensuing AGM.
Additionally the Notice of ensuing Annual General Meeting includes a proposal forappointment of Mr. Sushil Kumar Mohanty as an Independent Director not liable for retireby rotation for a period of 5 (Five) years by passing a ordinary resolution.
In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. Vrsha Arora (DIN: 00162254) Director of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible have offered herself forre-appointment.
None of the Directors are disqualified from appointment under Section 164 of theCompanies Act 2013.
DECLARATIONS BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed undersub-section (6) of Section 149 of the Companies Act 2013.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Nomination and Remuneration and ComplianceCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
NUMBER OF BOARD MEETING
During the year under review (10) Ten Board Meetings and (4) Four Audit CommitteeMeetings were convened and held. The intervening gap between the meetings was within theperiod prescribed under the Companies Act 2013. The details of the Board Meeting are setout in the Corporate Governance Report which forms part of this Report.
PARTICULARS OF EMPLOYEES
Your Directors appreciate the significant contribution made by the employees to theoperations of your Company during the period.
The information required on particulars of employees under Section 134(3) (g) andSection 197(12) of the Companies Act 2013 and Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is given in a separate Annexure IIto this Directors' Report.
CHANGE IN THE NATURE OF THE COMPANY'S BUSINESS ETC:
There has not been any change in the nature of the Company's business or in the classof the business in which the company has an interest. Company has no subsidiary.
EXTRACT OF ANNUAL RETURN
As required pursuant to Section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of Annual Return in MGT9 as a part of this Annual Report as Annexure III.
The tenure of M/s Tandon & Mahendra Chartered Accountants (Firm Registration No.003747C) statutory auditors of the company will get expired at the ensuing AGM hencethe Company proposes to appoint M/s. R. Mohla & Co. Chartered Accountants (FirmRegistration No. 003716C) as Statutory Auditors of the Company for a term of 05 years fromthe conclusion of this AGM until the conclusion of 36th AGM to be held in theyear 2022 subject to the ratification at each annual general meeting held afterforthcoming annual general meeting.
They have confirmed their eligibility to the effect that their appointment if madewould be within the prescribed limits under the Act and that they are not disqualified forappointment.
EXPLANATION TO AUDITORS REMARKS
The Auditor's Report is does not contain any qualification reservation remarks ordisclaimer and therefore does not call for any further comments or explanations.
SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under M/s. Rabi Satapathy& Associates Practicing Company Secretary have been appointed Secretarial Auditor ofthe Company.
The report of the Secretarial Auditor is enclosed as Annexure IV to this report.The report is self-explanatory and do not call for any further comments.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
Except as disclosed elsewhere in this report no material changes and commitments whichcould affect the Company's financial position have occurred between the end of thefinancial year of the Company and the date of this report.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All contracts or arrangements or transactions entered into by the company withits related parties during the financial year were on arms-length basis and do not attractthe provisions of Section 188 of the Companies Act 2013.
Suitable disclosure as required by the Accounting Standards-18 has been made in thenotes to the Financial Statement. Accordingly the disclosure of related partytransactions as required under Section 134(3) (h) of the Companies Act 2013 forms part ofthis Report in Form AOC-2 as Annexure V.
Your Directors also draw attention of the members to Note No. 25 of the financialstatements which set out related party disclosure.
PARTICULARS OF LOANS GUARANTEES INVESTMENTS UNDER SECTION 186
As our Company is a Non-Banking Financial Company therefore it is specificallyexempted under the provisions of the Section 186 of Companies Act 2013.
DISCLOSURE RELATING TO SWEAT EQUITY SHARES
The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Rule 8(13) of the Companies (Share Capital andDebenture) Rules 2014 has been furnished.
DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME
The Company has not issued any employee stock option scheme and employee stock purchasescheme and hence no information as provisions of Rule 12(9) of the Companies (ShareCapital and Debenture) Rules 2014 and SEBI (Employee Share Based Employee Benefits)Regulations 2014 has been furnished.
Details pertaining to composition of Audit Committee as per Section 177 of theCompanies Act 2013 read with Rule 6 of the Companies (Meetings of the Board and itsPowers) Rules 2014 are included in the report on Corporate Governance. All therecommendations made by Audit Committee were accepted by Board.
NOMINATION & REMUNERATION COMMITTEE
Details pertaining to composition of Nomination & Remuneration Committee as perSection 178 of the Companies Act 2013 read with Rule 6 of the Companies (Meetings of theBoard and its Powers) Rules 2014 are included in the report on Corporate Governance.
In pursuant to the provisions of Section 177(9) & (10) read with Rule 7 of theCompanies (Meetings of the Board and its Powers) Rules 2014of the Companies Act 2013 aVigil Mechanism for Directors and Employees of the Company to report genuine concerns hasbeen established.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
As per the requirement of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has to necessarily comply withthe Corporate Governance norms. Accordingly the company has duly complied with theCorporate Governance norms to the extent and in the manner as set out in the Report onCorporate Governance annexed herewith which forms part of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy Foreign exchange earnings and outgo and technology absorption havenot been furnished considering the nature of activities undertaken by the Company duringthe year under review. However the following information is being set out under this head:The operations of the Company are not energy intensive yet but besides that all possiblemeasures shall be taken to conserve the energy in all related areas.
(i) CONSERVATION OF ENERGY:
The operations of the Company are not energy intensive yet but besides that allpossible measures shall be taken to conserve the energy in all related areas.
(ii) TECHNOLOGY ABSORPTION & RESEARCH AND DEVELOPMENT:
The Company has not imported any technology and has not established any separatedresearch and development unit however the Company shall always kept itself updated withlatest technological innovations by way of constant communications and personaldiscussions with the experts.
(iii) FOREIGN EXCHANGE EARNING AND OUTGO:
During the year under review there was no a foreign exchange earnings or outgo.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Your Company has zero tolerance for sexual harassment at workplace and has adopted apolicy for prevention of Sexual Harassment of Women at workplace and has set up Committeefor implementation of said policy. During the year Company has not received any complaintof harassment.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of provisions 134(3) (c) of the Companies Act 2013 your Directors furtherconfirm as under:
That in preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
That the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of Financial period and ofProfit or Loss of the Company for that period;
That the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provision of the Act for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;
That the Directors have prepared annual accounts of the Company on a going concernbasis;
That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
That the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
RISK MANAGEMENT POLICY
Your company has developed and implemented a Risk Management Policy in variousfunctional departments which covers identification of elements of risk if any whichaccording to the Board of Directors is necessary for prevention of operations of theCompany.
Your Directors wish to place on record their appreciation and thanks for thecooperation support and assistance extended by shareholders employees associatescustomers Bankers Government Agencies and all other concerns.
ANNEXURES OF DIRECTORS' REPORT
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)
Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures
PART A: Subsidiaries
The Company does not have any subsidiary and Joint Ventures.
PART B: Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies:
1. Names of associates or joint ventures which are yet to commence operations- Nil
2. Names of associates or joint ventures which have been liquidated or sold during theyear- Nil
For and on behalf of the Board
For Shreevatsaa Finance & Leasing Limited
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134(3) (q) AND SECTION 197 (12) OF THECOMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014
Form No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)
Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub-section (1) of Section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm's length basis:
There were no contracts or arrangements or transactions entered into by the Companyduring the year ended 31st March 2017.
2. (I). Details of material contracts or arrangement or transactions at arm's lengthbasis:
(II). Details of material contracts or arrangement or transactions at arm's lengthbasis:
(III). Details of material contracts or arrangement or transactions at arm's lengthbasis:
(IV). Details of material contracts or arrangement or transactions at arm's lengthbasis:
RELATED PARTY DISCLOSURE
Loans and advances in the nature of loans to firms/companies in which Directors areinterested by name and amount
The Company has made the following transactions with the related parties: