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Sarvottam Finvest Ltd.

BSE: 539124 Sector: Financials
NSE: N.A. ISIN Code: INE822Q01015
BSE 05:30 | 01 Jan Sarvottam Finvest Ltd
NSE 05:30 | 01 Jan Sarvottam Finvest Ltd

Sarvottam Finvest Ltd. (SARVOTTAMFINVE) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 40th Annual Report along with theAudited Statement of Accounts of the Company for the financial year ended 31st March2019.

FINANCIAL RESULTS (Rs. in Lakhs)
Particulars 31st March 2019 31st March 2018
Profit /(Loss)before tax (28.72) 12.57
Less: Tax Expense (7.32) 3.15
Profit /(Loss)after tax (21.40) 9.42
Add: Balance brought forward from previous year 49.82 42.28
Balance available for appropriation 28.42 51.70
Appropriations:
Transfer to Statutory Reserve u/s 45IC of RBI Act 0.00 1.88
Balance carried to Balance Sheet 28.42 49.82

DIVIDEND

With a view to conserve resources for growth of Company the Board recommends nodividend for the year ended 31st March 2019.

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 of the Company's operationsin future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of section 152 of the Companies Act 2013 Mr. Sangeeta Sethia (DIN:00585682)retires by rotation from the Board of Directors of the Company at the ensuing AnnualGeneral Meeting and being eligible has offered herself for re-appointment.

Upon a favourable recommendation from the Nomination and Remuneration Committee andaccepted by it the Board re-appointed Mr. Rajesh Shah (DIN: 06746791) as IndependentDirector of the Company for a second term of five years from the conclusion of this AnnualGeneral Meeting till the conclusion of the 45st Annual General Meeting of the Company tobe held in the calendar year 2024. Appropriate Special Resolutions to this effect arealso being proposed at the forthcoming Annual General Meeting.

Mrs. Sony Agarwal (DIN: 06838173) an Independent Director has resigned from thedirectorship of the Company w.e.f 14th August 2018. The Board places on record theirappreciation for contribution and services rendered by Mrs. Sony Agarwal during her tenureas Independent Director.

Additional information pursuant to SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 in respect of Director seeking appointment/re-appointmentis 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 Directorunder section 164(2) of the Companies Act 2013.

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 subsection (6) of section 149 of theCompanies 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 financialyear 2018-19 under review.

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 for the year ended 31st March 2019 theapplicable accounting standards had been followed along with the proper explanationrelating to material departures if any;

b) That such accounting policies have been selected as mentioned in the Notes toFinancial Statements and applied them consistently and made judgments 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 2019 and of the loss of the Company for the year ended onthat date;

c) That proper and sufficient care has been taken 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) that annual accounts have been prepared for the financial year ended 31st March2019 on 'going concern' basis;

e) that proper internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively ;

f) that proper system have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS AND AUDIT REPORT

M/s. V. Goyal & Associates. Chartered Accountants Statutory Auditors of theCompany were re-appointed by the shareholders at thirty eighth Annual General Meeting forfurther period of five years till conclusion of 43rd Annual General Meeting to bescheduled in 2022. They have confirmed their eligibility and are not disqualified to actas auditors of the Company.

The observations made by the auditor's in the Auditors' Report are self explanatory anddo not contain any qualification or any adverse remarks and therefore need no furtherclarifications or any further explanations as required under sub-section (3) of section134 of Companies Act 2013.

SECRETARIAL AUDIT

In compliances with provisions of Section 204 and other applicable provisions ofCompanies Act 2013 a Secretarial Audit was conducted during the year by SecretarialAuditors M/s Agarwal Priti & Associates (CP No.9937). The Secretarial Auditor's Reportfor the financial year ended 31st March 2019 is attached as Annexure-A and form part ofthis report. There are no qualifications or observations or remarks made by theSecretarial Auditors in their Audit Report.

SECRETARIAL STANDARD

The Company complies with all applicable Secretarial Standard.

FRAUD REPORTING

There was no fraud reported by Auditors of the Company under Section 143 (12) of theCompanies Act 2013 to the Audit Committee or Board of Directors during the year underreview.

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.

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 SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Your Board of Directors hastaken all the necessary steps to ensure compliances with all statutory requirements. TheDirectors and Key Managerial Personnel of your Company have complied with the approvedcode of conduct for the Board and Senior Management.

The Report on Corporate Governance as required under regulation 27 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is attached as a separatesection forming part of the Annual Report. The Auditors' Certificate on compliance withCorporate Governance Requirements is also attached to this report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provision of Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the management discussion and analysis report for theyear 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 BSE Ltd. and The Calcutta StockExchange Ltd. The Company has paid the annual listing fees for the year 2019-20 to boththe Stock Exchanges.

MATERIALS CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the close of the financial year2018-19 till the date of this Report which affect the financial position of the Company.

INTERNAL FINANCIAL CONTROL

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 or amendmentthereof if any in respect of the managerial personnel of the company is attached here asAnnexure-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

Your Company does not have any activity requiring conservation of energy or technologyabsorption and there was no foreign exchange earnings and/or foreign exchange outgo.

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. 20 of the Financial Statements in compliance with the AccountingStandard 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 of the Company as on thefinancial year ended 31st March 2019 in Form No. MGT 9 is annexed to this report asAnnexure-C.

The Extract is also available on the website of the Company at www.sarvottamfinvest.in.

RISK MANAGEMENT POLICY

As required under provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has established a well documented and robust risk managementframework.

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.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall in the category of Companies to where under section 135(1) isapplicable. Hence Corporate Social Responsibility requirements are not applicable toCompany.

VIGIL MECHANISM

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 hasestablished a Vigil Mechanism/Whistle Blower Policy. The policy is available at Company'swebsite.

PERFORMANCE EVALUATION

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.

During the year under review no case was filed pursuant to the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.

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 government authorities and other business associates who have extendedtheir valuable support and encouragement during the year under review.

For and on behalf of the Board

Rajesh Shah

Chairman

(DIN:06746791)

Place: Kolkata

Date: 31st August 2019