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Srestha Finvest Ltd.

BSE: 539217 Sector: Financials
NSE: N.A. ISIN Code: INE606K01023
BSE LIVE 15:06 | 26 Sep 7.51 -0.39
(-4.94%)
OPEN

7.70

HIGH

7.70

LOW

7.51

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 7.70
PREVIOUS CLOSE 7.90
VOLUME 1500
52-Week high 10.10
52-Week low 5.32
P/E 150.20
Mkt Cap.(Rs cr) 56
Buy Price 0.00
Buy Qty 0.00
Sell Price 8.29
Sell Qty 200.00
OPEN 7.70
CLOSE 7.90
VOLUME 1500
52-Week high 10.10
52-Week low 5.32
P/E 150.20
Mkt Cap.(Rs cr) 56
Buy Price 0.00
Buy Qty 0.00
Sell Price 8.29
Sell Qty 200.00

Srestha Finvest Ltd. (SRESTHAFINVEST) - Director Report

Company director report

TO THE MEMBERS OF

SRESTHA FINVEST LIMITED

(formerly known as M S Investments Ltd)

Your Directors have pleasure in presenting the 31st Director's Report of SRESTHAFINVEST LIMITED (the Company) and along with the Audited financial statements for thefinancial year ended 31st March 2016.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March 2016 is summarizedbelow:

(Rs in lakhs)

Particulars Year Ended 31st March 2016 Year Ended 31st March 2015
Income from Operations 147.16 41.95
Non-operating Income 0.47 0.17
Total Income 147.63 42.12
Total Expenditure 58.42 35.14
Profit/Loss before Depreciation Interest and Taxation 89.21 6.98
Interest & Finance Charges 84.85 5.09
Depreciation 1.74 0.25
Profit/Loss before Tax 2.60 1.64
Provision for Current Taxes 1.11 0.42
Provision for Deferred Taxes (0.29) 0.09
Profit/Loss after Tax 2.94 1.13
Statutory Reserve 0.29 0.22
Balance in Profit & Loss Account 2.64 0.91
Balance carried to Balance Sheet 2.64 0.91

2. DIVIDEND

No Dividend has been declared during the year in order to preserve the resources forfuture growth of the company.

3. TRANSFER TO RESERVES

The Company proposes to transfer Rs.29810/- to the Statutory Reserve out of amountavailable for appropriations

as per RBI Guidelines and an amount of Rs.264683/- is proposed to be retained in theProfit and Loss Account.

4. OPERATING RESULTS AND BUSINESS OPERATIONS

During the financial year 2015-16 your Company has achieved Rs.147.16 Lakhs Grossrevenue from operations.

5. HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help attract best external talentand promote internal talent to higher roles and responsibilities. Company's Health andSafety Policy commits to provide a healthy and safe work environment to all employees.

6. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under. During the financial year2015-16 No complaints remain pending as of 31st March 2016.

7. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

Your Company continues to be guided by the philosophy of business excellence to achievesustainable growth

8. DOCUMENTS PLACED ON THE WEBSITE (www.srestha.co.in)

The following documents have been placed on the website in compliance with the Act: Financial statements along with relevant documents as per third proviso to section136(1).to section 177(10).

9. SUBSIDIARY COMPANIES

Your Company has no subsidiaries. There are no associate companies within the meaningof Section 2(6) of the Companies Act 2013 ("Act").

10. CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION & ANALYSIS AND OTHERINFORMATION REQUIRED UNDER THE COMPANIES ACT 2013 AND LISTING AGREEMENT

As per Securities Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and Listing Agreement entered into with the stockexchanges Corporate Governance Report with Auditors' certificate thereon and ManagementDiscussion and Analysis report are attached and form part of this report. Variousinformation required to be disclosed under the Act and the Listing Agreement is set out inthe Annexure-I and forms part of this report.

11. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Act and based on therepresentations received from the management the directors hereby confirm that:

i. in the preparation of the annual accounts for the financial year 2015- 16 theapplicable accounting standards have been followed and there are no material departures;

ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the financial year;

iii. they have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act. They confirm that there are adequate systems and controls forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating properly; and

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

12. AUDITORS AND SECRETARIAL AUDITORS REPORT

There are no disqualifications reservations or adverse remarks or disclaimers in theAuditors and Secretarial Auditors Report.

13. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The Disclosure stipulated as under Section 134(3) of Companies Act 2013 read with Rule8 of the Companies(Accounts) Rules 2014 is as under:-

1. The Company is not a Manufacturing company nor does the company has any EnergyConsumption based business other than normal consumption of Energy in AdministrativeOffice.The company deploys all the possible measure to conserve the energy and increaseusage of green energy.

2. The Company is not involved in any Technological Absorption based activities. Hencesame is not reportable.

3. The Company has not dealt in any Foreign Exchange in any manner during the yearunder review. Hence the same is not reportable.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy Rules are not applicable to the Company during the year under review.

15. BOARD EVALUATION

The performance evaluation of the Board its Committees and individual directors wasconducted and the same was based on questionnaire and feedback from all the Directors onthe Board as a whole Committees and self-evaluation. Directors who were designated heldseparate discussions with each of the Directors of the Company and obtained their feedbackon overall Board effectiveness as well as each of the other Directors. Based on thequestionnaire and feedback the performance of every director was evaluated in the meetingof the Nomination and Remuneration Committee (NRC).

The meeting of NRC also reviewed performance of the Chief Financial Officer and Wholetime Director on goals (quantitative and qualitative) set since their appointment duringthe year.

A separate meeting of the independent directors ("Annual ID meeting") wasconvened which reviewed the performance of the Board (as a whole) the non-independentdirectors and the Chairman. Post the Annual ID meeting the collective feedback of each ofthe Independent Directors was discussed by the Chairman of the NRC with the Board'sChairman covering performance of the Board as a whole performance of the non-independentdirectors and performance of the Board Chairman.

16. DEPOSIT FROM PUBLIC

The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board recommends their appointments and accordingly resolutions seeking approval ofthe members for their appointments have been included in the Notice of forthcoming AnnualGeneral Meeting of the Company along with their brief profile.

Mr. Narendra Kumar Nahar Director retires by rotation and being eligible has offeredhimself for re-appointment.

Mrs. Navitha Jain who was appointed as additional director of the company on12/04/2016 seeks appointment as director of the company

The Board recommends the same for your approval.

Pursuant to the provisions of Section 203 of the Act the appointment of Mr. KamleshParasmal Whole time Director Mr. M. Parthasarathi Chief Financial Officer and Mr. A.Jithendra Kumar Company Secretary were formalized as the Key Managerial Personnel of theCompany.

18. AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed there underM/s. K. Subramanyam & Co Chartered Accountants were appointed as Statutory Auditorsof the Company from the conclusion of the this Annual General Meeting (AGM) of the Companytill the conclusion of the next AGM to be held in the year 2017 subject to ratificationof their appointment at every AGM.

19. PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act and rules made there-under inrespect of employees of the Company are disclosed appropriately.

20. ACKNOWLEDGEMENTS

The Directors wish to convey their appreciation to business associates for theirsupport and contribution during the year. The Directors would also like to thank theemployees shareholders customers suppliers alliance partners and bankers for thecontinued support given by them to the Company and their confidence reposed in themanagement.

21.OTHER MATTERS:

1. Increase in Authorized Capital of the Company:-

The company proposes to increase the Authorized Share Capital of the company frompresent Rs.6 Crores to Rs.15 Crores subject to approval of members at ensuing General BodyMeeting.

2. Preferntial Allotment to Non-Promoters:-

The company proposes to issue 10000000 Equity Shares on preferential basis to non-promoters @ Rs.12.50/- per share (including premium of Rs.2.50/- per share) subject toapproval of Members at the ensuing Annual General Meeting.

3. Sub-Division of Equity Shares:-

The company proposes to split the Face Value of the Equity Shares from Rs.10/- toRs.2/- each subject to approval of Members at ensuing Annual General Meeting of thecompany.

Note: The Memorandum of Association & Articles of Association of the Companyare to be amended to incorporate above Resolutions subject to approval of Members at theensuing Annual General Meeting.

By Order of the Board of Directors

For SRESTHA FINVEST LIMITED

(Formerly known as M S Investments Ltd)

Sd/-

Kamlesh Parasmal

Whole time Director

DIN No: 00810823

ANNEXURE-I

1. EXTRACT OF ANNUAL RETURN

The extract of Annual Return as provided under Sub-Section (3) of Section 92 of theCompanies Act 2013 (the "Act") is enclosed at Annexure-V in the prescribed formMGT-9 and forms part of this Report.

2. NUMBER OF MEETINGS OF THE BOARD

Eight meetings of the Board of Directors of the Company were held during the year. Fordetail of the meetings please refer to clause 2(D) of the Corporate Governance Reportwhich forms part of this Report.

3. INDEPENDENT DIRECTORS' DECLARATION

Mr. Manmohan Mr. Gopal Biharilal Ahuja and Mrs.Sonal who are Independent Directorshave submitted a declaration that each of them meets the criteria of independence asprovided in Sub-Section (6) of Section 149 of the Act and Regulation 16 (b) of SEBIRegulations. Further there has been no change in the circumstances which may affect theirstatus as independent director during the year.

4. POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION

Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under section 178(3) of the Act are covered in corporate governancereport which forms part of this Report. Further information about elements ofremuneration package of individual directors is provided in the extract of Annual Returnas provided under Section 92(3) of the Act is enclosed at Annexure in the prescribed formMGT-9 and forms part of this Report.

5. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT

The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company. A declaration to thiseffect has been signed by Kamlesh Parasmal Whole time Director and forms part of theAnnual Report.

6. RELATIONSHIP BETWEEN DIRECTORS INTER-SE

None of the Independent Directors are related to each other However Mrs Navitha Jainis said to be related to Mr Kamlesh Parasmal (WTD) within the meaning of the term"relative" as per Section 2(77) of the Act and clause 49(VIII)(E)(2) of therevised listing agreements.

7. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS

The company being a Non Banking finance company has advanced loans to the variousparties as part of its business activities and also holds investments in its portfolio.The company has not given any guarantee for any loans whatsoever.

8. TRANSACTIONS WITH RELATED PARTIES

The Company had following related party transactions:-

9. INTERNAL CONTROL

The information about internal controls is set out in the Management Discussion &Analysis report which is attached and forms part of this Report.

10. RISK MANAGEMENT

The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis. For detailsplease refer to the Management Discussion and Analysis report which form part of the BoardReport.

11. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization program of the independentdirectors as detailed in the Corporate Governance Report which forms part of the AnnualReport.

12. VIGIL MECHANISM

The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. For details please refer to the Corporate Governance Reportattached to this Report.

13. PARTICULARS OF REMUNERATION

The information required under Section 197 of the Act and the Rules made there-underin respect of employees of the Company during the year from the date of their appointmentis follows:-

14. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF NON- EXECUTIVE DIRECTORS

During the year the Non-Executive Directors of the Company had no pecuniaryrelationship or transactions with the Company.

By Order of the Board of Directors

For SRESTHA FINVEST LIMITED

(Formerly known as M S Investments Ltd)

Sd/-

Kamlesh Parasmal

Whole time Director

DIN No: 00810823

Statement pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formingpart of the Directors' Report for the year ended March 31 2016

(A) Personnel who are in receipt of remuneration aggregating not less than `6000000'per annum and employed throughout the financial year:

NIL

(B) Personnel who are in receipt of remuneration aggregating not less than `500000'per month and employed for part of the financial year:

By Order of the Board of Directors

For SRESTHA FINVEST LIMITED

(Formerly Known as M S Investments Limited)

Sd/-

KamleshParasmal

Whole time Director

DIN No: 00810823