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S R G Securities Finance Ltd.

BSE: 536710 Sector: Financials
NSE: N.A. ISIN Code: INE326P01019
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NSE 05:30 | 01 Jan S R G Securities Finance Ltd
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VOLUME 3000
52-Week high 43.00
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P/E 22.34
Mkt Cap.(Rs cr) 11
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Sell Price 0.00
Sell Qty 0.00
OPEN 21.00
CLOSE 21.00
VOLUME 3000
52-Week high 43.00
52-Week low 21.00
P/E 22.34
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

S R G Securities Finance Ltd. (SRGSECURITIES) - Director Report

Company director report

To

The Members

The Board of Directors of your Company take pleasure in presenting before you the 26thAnnual Report of the Company together with the Audited Financial Statements forthe financial year ended March 31 2021.

FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS & STATE OF AFFAIRS:

(Rs. In Lakh)

Particulars 2020-21 2019-20
Gross Income 317.17 371.62
Less: Finance Cost 64.56 101.08
Overheads 183.76 216.36
Depreciation 2.42 3.87
Profit before Tax & Exceptional Items 66.43 50.31
Add : Exceptional Items 0.00 0.00
Profit Before Tax 66.43 50.31
Less : Tax Expenses (Including Deferred Tax) 15.86 12.20
Profit After Tax 50.57 38.10
Add : Balance b/d from the previous year 142.16 27.34
Surplus available for Appropriations 192.73 65.45
Appropriations:
Transferred to Special Reserve 10.50 7.62
Provision for Standard Assets (0.99) (0.81)
Provision for NPA (25.64) (83.63)
Additional Provision for Income Tax 0.00 0.10
Balance carried over to Balance Sheet 208.86 142.16

Note: Figures have been regrouped / reclassified / rearranged wherever necessarywhile preparing the above statement.

BUSINESS OVERVIEW:

? As at 31st March 2021 the loan portfolio stood at Rs. 1142.78 Lakhs asagainst Rs. 1565.93 Lakhs in the previous year de growth of 27%. The reason of decrease inthe loan book was due to COVID-19 pandemic tight liquidity moderate economic growthrisk averseness in the lending environment.

? Looking to the COVID situation and being risk averse the Company has not madedisbursements during the year as against 95.00 Lakhs in previous year.

? Profit before tax amounted to Rs. 66.43 Lakhs in the year 2020-21 as against Rs.50.31 Lakhs in the preceding year; degrowth of 32%.

? Profit after Tax (PAT) amounted to Rs. 50.57 Lakhs in the year from Rs. 38.10 Lakhsin the previous year.

DIVIDEND:

Your Directors felt it prudent to retain the earnings for the year under review to beploughed back in business which shall result in further augmentation of theCompany’s growth and Shareholders’ wealth.

CHANGES IN SHARE CAPITAL:

During the year under review there is no change in share capital of the Company.

BORROWINGS:

Banks and Financial Institutions:

The Company did not avail any fresh credit facility during the year 2020-21. Theoutstanding credit facilities from Banks and Financial Institutions as at March 31 2021amount to Rs. 329 lakhs.

Ratings:

As on 31st March 2021 the Bank loan facilities of the Company have beenrated by Brickwork Ratings the Credit Rating agency as BWR BB Outlook: Stable.

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

Under the provisions of Section 124 and 125 of The Companies Act 2013 and Rules framedthereunder and Investor Education and Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 read with the relevant circulars and amendments theretodividends that remain unclaimed for a period of seven years from the date of declarationare required to be transferred to the Investor Education and Protection Fund (IEPF)administered by the Central Government. Further as per the provisions of Section 124(6) ofThe Companies Act 2013 read with the Investor Education & Protection Fund Authority(Accounting Audit Transfer & Refund) Rules 2016 the shares in respect of which thedividend has not been claimed for seven (7) consecutive years are required to betransferred by the Company to the designated Demat account of the IEPF Authority. As atMarch 31 2021 there is no unpaid/ unclaimed Dividend and the shares to be transferred tothe Investor Education & Protection Fund.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Constitution of Board:

The composition of Board complies with the requirements of the Companies Act 2013("Act"). Further in pursuance of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 ("Listing Regulations") theCompany is exempted from the requirement of having composition of Board as per Regulation17 of Listing Regulations. None of the Directors of Board is a member of more than 10Committees or Chairman of more than 5 committees across all the Public companies in whichthey are Director. The necessary disclosures regarding Committee positions have been madeby all the Directors.

Neither any of the Director of the Company is holding position as Director in more than7 listed entities nor any of the Director of the Company serve as an Independent Directorin more than 7 listed entities. As on 31st March 2021 the Board comprises ofthe following Directors;

Directors

No. of Committee

Category of Director
DIN No. of Directo rship Member (Including SRGSFL) Chairman (Including SRGSFL)
Mr. Vinod K. Jain 00248843 2 1 0 Promoter Managing Director
Mrs. Seema Jain 00248706 2 1 0 Promoter Whole Time Director
Mr. Nishant Badala 06611795 2 0 2 Independent Director
Mr. Arjun Lal Jain* 00147912 1 2 0 Independent Director
Ms. Richa Bhandari 08197563 1 0 0 Non-Executive Director

Committee includes Audit Committee and Shareholders’ Grievances Committee acrossall Public Companies Other directorships exclude foreign companies private limitedcompanies and Companies under Section 8. *Mr. Arjun lal Jain Independent Director hasresigned with effect from 13th July 2021 and Mr. Dilip Kumar Singhvi has beenappointed with effect from 17th July 2021 in his place as an Additional IndependentDirector.

Disclosure of relationship between directors inter-se:

Name of Director Nature of Relationship
Mr. Vinod K. Jain Spouse
Mrs. Seema Jain Spouse

Board Meeting

The Board of the Company regularly meets to discuss various Business opportunities.Additional Board meetings are convened as and when required to discuss and decide onvarious business policies strategies and other businesses. During the year under reviewBoard of Directors of the Company met 6 times on 24-07-2020 29-08-2020 02-09-202012-11-2020 28-01-2021 25-03-2021.

The details of attendance of each Director at the Board Meetings are given below:-

Name of Director Number of Board Meetings Eligible to attend Number of Board Meetings attended
Mr. Vinod Kumar Jain 6 6
Mrs. Seema Jain 6 6
Mr. Arjun Lal Jain 6 1
Mr. Nishant Badala 6 6
Ms. Richa Bhandari 6 6

Leave of absence was granted to the Directors as requested.

The gap between two consecutive meetings was not more than one hundred and twenty daysas provided in section 173 of the Act.

Independent Directors and Statement on declaration given by Independent Director:-

In terms of Section 149 of the Companies Act 2013 and rules made there under theCompany has two Independent Directors in line with the act. The Company has receivednecessary declaration from each Independent Director of the Company under Section 149(7)of The Companies Act 2013 and Regulation 25(8) of SEBI (LODR) Regulations 2015 that theIndependent Directors of the Company meet with the criteria of their Independence as laiddown in Section 149(6) of The Companies Act 2013 and Regulation 16(1)(b) of SEBI (LODR)2015 Further all the Independent Directors of the Company have registered themselves inthe Independent Director Data Bank. A separate meeting of Independent Directors was heldon January 28 2021 to review the performance of Non-Independent Directors and Board aswhole and performance of Chairperson of the Company including assessment of qualityquantity and timeliness of flow of information between Company management and Board.

Information on Director:-

During the year under review there was no changes in the board of directors.

Mr. Arjun Lal Jain has tendered his resignation as an Independent Director of thecompany with effect from July 13th 2021 due to certain personal reasons andprofessional commitments. Mr. Dilip Kumar Singhvi was appointed as an AdditionalIndependent Director of the Company with effect from 17th July 2021 subject toapproval by the shareholders at the ensuing Annual General Meeting Mrs. Seema JainWhole-Time Director of the Company have been reappointed as the Whole-time Director of thecompany for a period of three years from 20th July 2021 to 19th July 2024 on such termsand conditions including remuneration as approved by the Nomination and RemunerationCommittee and subject to approval of the shareholders of the Company Ms. Richa BhandariNon-executive Director of the Company being longest in tenure offer herself forReappointment at the 26th Annual General Meeting of the Company. The Nominationand Remuneration Committee and Board of Directors recommends her re-appointment on theBoard. The relevant details as required under Regulation 36 (3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") and Secretarial Standard of the person seeking re-appointment asDirector are also provided in Notes to the Notice convening the 26th AnnualGeneral meeting.

Information of Key Managerial personnel:-

Ms. Vaishali Jain was appointed as Chief Financial Officer of the Company with effectfrom 2nd September 2020. Except this there was no change in Key ManagerialPersonnel during the year.

COMPOSITION OF BOARD COMMITTEES: AUDIT COMMITTEE

The Committee’s composition meets with requirements of Section 177 of theCompanies Act 2013 and Regulation 18 of SEBI (Listing Obligation and DisclosureRequirement) Regulations 2015. Members of the Audit Committee are financially literateand have relevant finance / audit exposure. Chairman of the Audit Committee was present atthe previous Annual General Meeting of the Company held on 29th September2020.

Powers and Roles of the Committee:

The Audit Committee assists the board in the dissemination of financial information andin overseeing the financial and accounting processes in the Company. The terms ofreference of the audit committee covers all matters specified in SEBI (LODR) Regulations2015 and also those specified in section 177 of the Companies Act 2013. The terms ofreference broadly include review of internal audit reports and action taken reportsassessment of the efficacy of the internal control systems/ financial reporting systemsand reviewing the adequacy of the financial policies and practices followed by theCompany. The audit committee reviews the compliance with legal and statutory requirementsthe half yearly and annual financial statements and related party transactions and reportsits findings to the Board. The committee also recommends the appointment of internalauditor statutory auditor. The committee also looks into those matters specificallyreferred to it by the Board.

Meetings:

The audit committee met Four (4) times during the year on 24-07-2020 12-11-202028-01-2021 and 25-03-2021. The Composition of Audit Committee and attendance is asmentioned below:-

Name of Members Number of Meetings attended
Mr. Nishant Badala Chairman 4
Mr. Vinod K. Jain - Member 4
Mr. Arjun Lal Jain Member 3

STAKEHOLDER’S RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee has been constituted by the Board in compliancewith the requirements of Section 178 (5) of the Act and Regulation 20 of the SEBI (LODR)Regulations.

Terms of reference of the Committee:

The committee met regularly to redress investor grievances like non receipt of dividendwarrants non-receipt of share certificates etc. The terms of reference of the committeemeet with the requirements of SEBI (LODR) Regulations 2015 and provisions of TheCompanies Act 2013. The chairman of the committee was present at the 25th AGMto answer shareholder queries.

Investor Grievance Redressal:

SEBI vide Circular Ref: CIR/OIAE/2/2011 dated June 3 2011 informed the Company thatthey had commenced processing of investor complaints in a web based complaints redresssystem "SCORES". Under this system all complaints pertaining to companies areelectronically sent through SCORES and the companies are required to view the complaintspending against them and submit Action Taken Report (ATRs) along with supporting documentselectronically in SCORES. During the year company did not receive any complaints frominvestors.

Meetings: The committee met 1 (One) time during the year 2020-21 on 28thJanuary 2021.

The composition of the committee and details of attendance is as below:-

Name of Members No. of Meeting attended
Mr. Nishant Badala- Chairman 1
Mr. Arjun Lal Jain- Member 1
Mrs. Seema Jain Member 1

There are no investor complaint received during the year and no complaint is pending ason 31st March 2021.

NOMINATION AND REMUNERATION COMMITTEE

The Committee’s composition meets with the provisions of The Companies Act 2013and Regulation 19 of The SEBI (LODR) Regulations 2015.

The role of the Nomination and Remuneration Committee inter alia includes Identifypersons who are qualified to become directors and who may be appointed in seniormanagement in accordance with the criteria laid down and recommend to the board ofdirectors their appointment and removal; Formulate the criteria for determiningqualifications positive attributes and independence of a director and recommend to theboard of directors a policy relating to the remuneration of the directors key managerialpersonnel and other employees; Evaluate and approve the adequacy of the compensationplans policies and programs for Company's Executive Directors KMP and Senior Management;Recommend appointment and removal of Directors for approval at the general meeting ofshareholders; Carry out evaluation of the performance of the Board and review theevaluation’s implementation and compliance; Devise a policy on diversity of Board;

Develop and recommend to the Board a set of corporate governance guidelines applicableto the Company and monitor compliance with regard to the same. The role andresponsibilities of the committee shall include such other items as may be prescribed bythe Board in compliance with applicable law from time to time.

Meetings:

During the financial year 2020-21 the committee met 1 (one) times on 29-08-2020 Thedetails of composition and attendance at the Nomination and Remuneration Committee-

Name of Members No. of Meeting attended
Mr. Arjun Lal Jain- Chairman 1
Mr. Nishant Badala Member 1
Ms. Richa Bhandari Member 1

REMUNERATION POLICY:

The remuneration policy including the criteria for remunerating non-executivedirectors is recommended by the nomination and remuneration Committee and approved by theboard. The key objective of the remuneration policy is to ensure that it is aligned to theoverall performance of the Company. The Company’s remuneration policy is directedtowards rewarding performance based on review of achievements periodically.

The Company’s remuneration policy is directed towards rewarding performance basedon review of achievements periodically. The remuneration policy is in consonance with theexisting industry practice. A copy of the said policy is available at the link:http://www.srgfin.com/BestPractices/7/Miscellaneous.

The remuneration Paid to the directors is in line with the remuneration policy of thecompany.

MATTERS AS PRESCRIBED UNDER SUBSECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIESACT 2013:

The Nomination & Remuneration Committee consists of composition of Non- ExecutiveDirectors out of which two are Independent Director and one is Non-Executive Director. Thecopy of Nomination and Remuneration policy is available at the Website of the Company i.e.https://www.srghousing.com/DataImages/download/POLICY.pdf

CRITERIA ADOPTED FOR EVALUATION:

Pursuant to the provisions of Section 134(3)(p) the Companies Act 2013 the Board hascarried out the annual performance evaluation of its own performance the Directorsindividually as well as the evaluation of the working of its Committees. A structuredquestionnaire was prepared after taking into consideration inputs received from theDirectors covering various aspects of the Board’s functioning such as adequacy ofthe composition of the Board and its Committees Board culture execution and performanceof specific duties obligations and governance.

(i) Performance review of all the Non-Independent Directors of the company on the basisof the activities undertaken by them expectation of board and level of participation;

(ii) Performance review of the Executive Directors of the company in terms of level ofcompetence of in steering the company;

(iii) The review and assessment of the flow of information by the company to the boardand manner in which the deliberations take place the manner of placing the agenda and thecontents therein;

(iv) The review of the performance of the directors individually its own performanceas well as evaluation of working of its committees shall be carried out by the board; TheBoard of Directors has carried out an annual evaluation of its own performance boardcommittees and individual directors pursuant to the provisions of the Act.

? The performance of the board was evaluated by the board after seeking inputs fromall the directors on the basis of the criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

? The performance of the committees was evaluated by the board after seeking inputsfrom the committee members on the basis of the criteria such as the composition ofcommittees effectiveness of committee meetings etc.

? The board and the nomination and remuneration committee reviewed the performance ofthe individual directors on the basis of the criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc.Separate meeting of independent director was held to evaluate the performance ofnon-independent directors performance of the board as a whole taking into account theviews of executive directors and non-executive directors. Performance evaluation ofindependent director was done by the entire board excluding the independent directorbeing evaluated.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to SEBI (LODR) Regulations 2015 and Circular/ Notifications/Directionsissued by RBI from time to time Report on Management Discussion and Analysis is annexedherewith.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

DIRECTOR’S RESPONSIBILITY STATEMENT:

In pursuance of Section 134 (3) (c) read with Section 134(5) of The Companies Act2013 and based on the information provided by the management your Directors herebyconfirm that:

a. In the preparation of the annual accounts the applicable accounting standards havebeen followed;

b. Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the state ofaffairs of the Company as at March 31 2021 and of the profit of the Company for the yearended on that date;

c. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of The Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting frauds and other irregularities;

d. The annual accounts of the Company have been prepared on a going concern basis;

e. Internal Financial Controls have been laid down to be followed by the Company andsuch Internal Financial Controls were adequate and were operating effectively;

f. Systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company strives to incorporate the appropriate standards for corporate governance.However pursuant to Regulation 15(2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company is not required to mandatorily comply with theprovisions of certain regulations of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and therefore the Company has not provided a separatereport on Corporate Governance although few of the information are provided in thisreport under relevant heading.

In terms of Section 136 of The Companies Act 2013 the reports and accounts are beingsent to the members and others entitled thereto in the prescribed form.

RELATED PARTY TRANSACTIONS:

All contracts / arrangements / transactions entered by the Company with related partiesare in the ordinary course of business and on an arm’s length basis. Your Directorsdraw attention of the Members to Note no. 23 to the Financial Statements which sets outrelated party disclosures.

During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions accordinglyinformation is not given in Form AOC-2. The Policy on materiality of related partytransactions and dealing with related party transactions as approved by the Board may beaccessed on the Company’s website at the link(http://www.srgfin.com/AdminPannel/DataImages/DocumentUploads/281_RELATED%20PARTY%20TRANSACTION%20POLICY.pdf)

RISK MANAGEMENT POLICY:

A well-defined risk management mechanism covering the risk mapping and trend analysisrisk exposure potential impact and risk mitigation process is in place. The objective ofthe mechanism is to minimize the impact of risks identified and taking advance actions tomitigate it. The mechanism works on the principles of probability of occurrence andimpact if triggered. A detailed exercise is being carried out to identify evaluatemonitor and manage both business and non-business risks.

CORPORATE SOCIAL RESPONSIBILTY POLICY:

Pursuant to the provisions of Section 135 and Schedule VII of The Companies Act 2013at present the CSR provisions are not applicable to the Company.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined by board. To maintain its objectivity and independence the Internal Auditorreports to the Chairman of the Audit Committee of the Board and/or to the ManagingDirector. The Internal Auditor monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies of the Company. Based on the report of internal auditorrespective heads undertake corrective actions in their respective areas and therebystrengthen the controls. Significant audit observations and recommendations along withcorrective actions thereon are presented to the Audit Committee of the Board and/or to theManaging Director.

AUDITORS:

STATUTORY AUDITOR:

Pursuant to the provisions of Section 139 142 and all other applicable provisions ofthe Companies Act 2013 and Rules made thereunder M/s. PKJ & Co. CharteredAccountants (Registration No. 124115W) appointed by the members at the 22ndAnnual General Meeting held on September 30 2017 as the statutory Auditor of the Companyfor a period of five years upto the conclusion of 27th Annual General Meetingto be held in year 2022 will continue as the Statutory Auditors of the Company on suchterms and conditions as may be decided by the Board.

The Statutory Auditors have audited the books of accounts of the Company for thefinancial year ended March 31 2021 and have issued the Auditors’ Report thereon.

SECRETARIAL AUDITOR:

Mr Shiv Hari Jalan Practicing Company Secretary was appointed as the SecretarialAuditor of the Company for the financial year 2020-21 by the Board of Directors pursuantto provisions of The Companies Act 2013 and Rules there under. Secretarial audit reportas provided by Mr. Shiv Hari Jalan Practicing Company Secretary is annexed to this Report.

QUALIFICATIONS IN AUDIT REPORT:

There are no qualifications reservations or adverse remarks or disclaimer made: (a) Bythe Statutory Auditor in his report; and (b) By the Company Secretary in Practice in hisSecretarial Audit Report.

PARTICULARS OF LOANS GAURANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 if any apart from the loans made guarantee given orsecurity provided by the Company in the ordinary course of business are given in theNotes to accounts forming part of the Audited Financial Statements for the year endedMarch 31 2021.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

(A) Conservation of energy:

The Company’s operations are not power intensive. Nevertheless your Company istaking every step to conserve and minimize the use of energy wherever possible such asusing energy efficient computer terminals purchasing energy efficient equipment’setc.

(B) Technology absorption:

The Company has imported no technology. Indigenous technology available is continuouslyupgraded to improve overall performance.

(C) Expenditure incurred on research and development:

The Company has no formal research and development department but the Company iscontinuously making efforts to strengthen research and development activities to improvequality and reduce cost.

(D) Foreign exchange earnings and Outgo:

During the year under review there was no earnings and outgo in foreign exchange.

REQUIREMENT FOR MAINTENANCE OF COST RECORDS:

Since the Company is Non-Banking Finance Company (NBFC) the Company is not required tomaintain cost records as specified by the Central Government under section 148 (1) of theCompanies Act 2013.

EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company as on March 31 2021 is available on theCompany’s website and can be accessed athttp://srgfin.com/BestPracticesSub/8/Annual%20Report/Y.

PARTICULARS OF EMPLOYEES:

As at March 31 2021 there was no employee employed throughout the year who was inreceipt of remuneration of Rs. 1.02 Crores or more per annum or Rs. 8.50 Lakhs or more permonth if employed for the part of the year.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There are no material changes and commitments affecting financial position of theCompany between March 31 2021 and the date of Board’s Report.

CHANGE IN THE NATURE OF BUSINESS:

There are no changes in the nature of Business.

DETAILS RELATING TO DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review.The Company has been granted registration by the Reserve Bank of India as a non-deposittaking NBFC. Being so the Company has neither accepted in the past nor has any futureplans to accept any public deposits.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

The Company has been following directions guidelines circulars issued by SEBI BSEMCA RBI etc. from time to time relating to companies and that there are no significant& material orders passed by these regulators so far.

DISCLOSURES ON MANAGERIAL REMUNERATION:

Details of Managerial remuneration as required under Rule 5(1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 read with The Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 is given asAnnexure to this report.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2020-21 toBSE where the Company’s Shares are listed.

INVESTOR COMPLAINTS AND COMPLIANCE:

During the year company has not received any investor complaints and that as on date nocomplaints are pending.

EARNINGS PER SHARE (EPS):

The Earnings Per Share (EPS) is Rs. 0.94 as at March 31st 2021 as againstRs. 0.71 as at March 31st 2020.

CAPITAL ADEQUACY:

Your Company’s capital adequacy ratio was 95.98% as on 31st March 2021 (previousyear 67.50%).

VIGIL MECHANISM:

The Company has established a vigil mechanism and accordingly framed a Whistle BlowerPolicy. The policy enables the employees to report to the management instances ofunethical behavior actual or suspected fraud or violation of Company’s Code ofConduct. Further the mechanism adopted by the Company encourages the Whistle Blower toreport genuine concerns or grievances and provide for adequate safe guards againstvictimization of the Whistle Blower who avails of such mechanism and also provides fordirect access to the Chairman of the Audit Committee in exceptional cases. The functioningof vigil mechanism is reviewed by the Audit Committee from time to time. None of theWhistle blowers has been denied access to the Audit Committee of the Board. The WhistleBlower Policy of the Company is available on the website of the Company www.srgfin.com.

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:

Your Company adhered to the prudential guidelines for Non-performing Assets (NPAs)issued by Reserve Bank of India as amended from time to time. As per the prudentialnorms the income on such NPAs is not to be recognized if unrealized. As per theprudential norms prescribed by the Reserve Bank of India the Company has made provisionfor contingencies on standard as well as non-performing assets.

DECLARATION UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:

As required under the provision of Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and rules framed thereunder the Company hasimplemented a policy on Sexual Harassment of Women at Workplace. An internal complaintcommittee has been set up to receive complaints investigate matter and report to themanagement. An Internal Committee has been constituted to receive complaints investigatematter and report to the management. Pursuant to the provisions of Section 22 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013the complaints received thereunder and the details relating thereto are as follows: (a)Number of complaints pending at the beginning of the year: Nil (b) Number of complaintsreceived during the year: Nil (c)Number of complaints disposed of during the year: Nil (d)Number of cases pending at the end of the year: Nil Your Directors state that during theyear under review there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

GENERAL DISCLOSURE:

Your Directors state that the Company has made disclosures in this report for the itemsprescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules2014 and other applicable provisions of the act and listing regulations to the extent thetransactions took place on those items during the year. Your Directors further state thatno disclosure or reporting is required in respect of the following items as there were notransactions on these items during the year under review;

i. Equity Shares with differential rights as to dividend voting or otherwise;

ii. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and ESOS;

iii. Annual Report and other compliances on Corporate Social Responsibility;

iv. There is no revision in the Board Report or Financial Statement;

v. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future

vi. Information on subsidiary associate and joint venture companies

PUBLIC DEPOSITS:

Your Company has not accepted any deposits from the public during the year under review.The Company has been granted registration by the Reserve Bank of India as a non-deposittaking NBFC. Being so the Company has neither accepted in the past nor has any futureplans to accept any public deposits.

REPORTING OF FRAUD:

The Auditors of the Company have not reported any fraud as specified under Section143(12) of the Companies Act 2013.

A NOTE OF APPRECIATION:

Your Directors of the Company place on record their appreciation for the adviceguidance and support given by various regulatory authorities including the Reserve Bank ofIndia (RBI) Securities and Exchange Board of India (SEBI) Ministry of Corporate Affairs(MCA) Stock Exchange (BSE) Depositories (NSDL & CDSL)and all the bankers and Lendersof the Company. The Directors would also like to acknowledge the role of all itsstakeholders shareholders borrowers key partners and lenders for their continuingsupport to the Company. Directors also record their appreciation for the dedicatedservices of the employees and their contribution to the growth of the Company. The Boardwould also like to express its sincere appreciation to all the Company’s valuedShareholders Registrar & Share Transfer Agent Rating agencies local/ statutoryauthorities Service Providers and Counselors for their continued support and patronage.

Best Wishes

Vinod K. Jain Seema Jain
Managing Director Director
DIN: 00248843 DIN: 00248706
Date: 01-09-2021
Place: - Udaipur

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