TO THE MEMBERS OF SRESTHA FINVEST LIMITED
Your Directors have pleasure in presenting the 36th Director's Report ofSRESTHA FINVEST LIMITED (the Company) and along with the Audited financial statements forthe financial year ended 31st March 2021.
1. FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March 2021 is summarizedbelow:
|Particulars ||Year Ended 31st March 2021 ||Year Ended 31st March 2020 |
|Income from Operations ||471.68 ||416.40 |
|Non-operating Income ||1.04 ||0.00 |
|Total Income ||472.73 ||416.40 |
|Total Expenditure ||247.37 ||194.34 |
|Profit/Loss before Depreciation Interest and Taxation ||225.36 ||222.06 |
|Interest & Finance Charges ||293.66 ||242.20 |
|Depreciation ||0.58 ||0.68 |
|Profit/Loss before Tax ||(68.89) ||(20.82) |
|Provision for Current Taxes ||0.03 ||0.68 |
|Provision for Deferred Taxes ||0.01 ||(0.06) |
|Profit/Loss after Tax ||(68.92) ||(21.44) |
|Other Comprehensive Income ||38.65 ||(60.74) |
|Transfer to Reserves ||0.00 ||0.00 |
|Balance carried to Balance Sheet ||(15.28) ||(85.87) |
Due to losses no Dividend has been declared during the year.
3. TRANSFER TO RESERVES
Due to loss the company has abstained from transfer to any reserves other thanstatutory transfers.
4. OPERATING RESULTS AND BUSINESS OPERATIONS
During the financial year 2020 - 2021 your Company has incurred a loss of Rs.68.92Lakhs as compared to the loss of Rs. 21.44 Lakhs in previous year 2019 - 2020.
5. COVID AND ITS IMPACT
The company foresee the impact on its business segment as due to sustained lock downfor long period across the country due to COVID 19 all the business were nearly shutresulting in financial implication on their business as well as cash flows. The continuinguncertainty still exists and the future impact cannot be gauged at this point of time.However the company has prepared itself to handle and face any adverse situation.
6. 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.
7. BUSINESS EXCELLENCE AND QUALITY INITIATIVES
Your Company continues to be guided by the philosophy of business excellence to achievesustainable growth.
8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT
There has been no material change and commitment affecting the financial performance ofthe Company which had occurred between the end of the Financial Year of the Company towhich the financial statements relate and the date of this Reportexcept to the extent ofunanticipated covid 19 impact which is readily not measureable.
9. SUBSIDIARY COMPANIES
Your Company has no subsidiaries. There are also no associate companies within themeaning of Section 2(6) of the Companies Act 201 3 ("Act").
10. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 1 34(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 2020-21 theapplicable accounting standards have been followed and there are no material departures;
(ii) they have selected such accounting policies and applied them consistently and madejudgment sand 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.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mrs. Navitha Jain (DIN: 07492584) retires by rotation and being eligible offersherself for reappointment. A resolution seeking shareholders' approval for hisre-appointment along with other required details forms part of the Notice.
During the year Mr. Dheeraj T and Mrs. Varalakshmi V were inducted on the Board of theCompany as Non- Executive Independent Director for a period of 5 years with effect from21.08.2020.
All the Independent Directors of the Company have submitted a Declaration that each ofthem meets the criteria of Independence as provided in Sub-Section (6) of Section 149 ofthe Companies Act 201 3 along with relevant Rules framed thereunder and Regulation 16 (1)(b) of SEBI Listing Regulations. Further there has been no change in the circumstanceswhich may affect their status as independent director during the year.
Pursuant to the provisions of Section 203 of the Act Mr. Kamlesh Parasmal ChiefFinancial Officer and Mr. A. Jithendra Kumar Bafna Company Secretary are the KeyManagerial Personnel of the Company as on March 312021.
During the year the Non-Executive Directors and KMP of the Company had no pecuniaryrelationship (except the disclosure made above in this report) or transactions vis-a-visthe Company.
12. NUMBER OF MEETINGS OF THE BOARD
Four meetings of the Board of Directors of the Company were held during the year. Therequisite quorum was present for all the Meetings. For detailed information on theMeetings of the Board and its Committees please refer to the Corporate Governance Reportwhich forms part of this Annual Report.
13. BOARD EVALUATION
Pursuant to the applicable provisions of the Act and SEBI Listing Regulations theBoard has carried out an Annual Evaluation of its own performance performance of theDirectors and the working of its Committees based on the evaluation criteria defined byNomination and Remuneration Committee for performance evaluation process of the Board itsCommittees and Directors.
The meeting of NRC also reviewed performance of the Chief Financial Officer andWholetime Director on goals (quantitative and qualitative) set since their appointment.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of criteria such as the composition of committeeseffectiveness of Committee meetings etc.
A separate meeting of the independent directors ("Annual ID meeting") wasconvened which reviewed the performance of non-independent directors the Board as awhole and Chairman of the Company taking into account the views of executive directors andnon-executive directors. Performance evaluation of Independent Directors was done by theentire Board excluding the Independent Director being evaluated.
14. POLICY OF DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters as provided under section 178(3) of the Act are covered in corporate governancereport which forms part of this Report.
Further information about elements of remuneration package of individual directors isprovided in the extract of Annual Return as provided under Section 92(3) of the CompaniesAct 201 3 and forms part of this Report.
15. EXTRACT OF ANNUAL RETURN
The extract of Annual Return as provided under SubSection (3) of Section 92 of theCompanies Act 201 3
(the "Act") is enclosed at Annexure 1 in the prescribed form MGT-9 andforms part of this Report.
16. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Policy Rules are not applicable to the Company during the year under review.
17. AUDITORS Statutory Auditors
Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rulesframed thereunder M/s. J.V. Ramanujam & Co Chartered Accountants were appointed asStatutory Auditors of the Company for a period of five years at the AGM of the Companyheld on 22nd June 2018. However the requirement of ratification for appointment ofauditor by Members at every AGM has been done away by the Companies (Amendment) Act 2017with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM.
The Statutory Auditors have given a confirmation to the effect that they are eligibleto continue with their appointment and that they have not been disqualified in any mannerfrom continuing as Statutory Auditors.
There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or to the Board as requiredunder Section 143 (12) of the Act and the rules made thereunder.
As per the provisions of Section 204 of the Companies Act 201 3 read withcorresponding Rules framed thereunder M/s. AXN Prabhu & Associates PractisingCompany Secretaries were appointed as the Secretarial Auditors of the Company to carryout the secretarial audit for the Financial Year 2020 - 2021. The Secretarial Audit Reportissued in this regard is annexed as Annexure - 2
The Auditors' Report and the Secretarial Audit Report for the Financial Year ended 31stMarch 2021 do not contain any qualification or reservation or adverse remarks.
18. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Pursuant to Section 1 86(1 1) of the Companies Act 201 3 ("the Act") theprovisions of Section 1 86(4) of the Act requiring disclosure in the Financial Statementsof the full particulars of the loans made and guarantees given or securities provided by aNon - Banking Financial Company in the ordinary course of its business and the purpose forwhich the loan or guarantee or security is proposed to be utilised by the recipient of theloan or guarantee or security are exempted from disclosure in the Annual Report. Furtherpursuant to the provisions of Section 1 86 (4) of the Act the details of investments madeby the Company are given in the Notes to the Financial Statements
19. AUDIT COMMITTEE
The details pertaining to the composition of the Audit Committee are included in theCorporate Governance Report which is also a part of this report. Further there have beenno instances during the year where recommendations of its Committees were not accepted bythe Board.
20. TRANSACTIONS WITH RELATED PARTIES
All the Relaed Party Transactions (RPT) that were entered into during FY 2020- 21 wereon an arm's length basis and were in the ordinary course of business and disclosed in theFinancial Statements. Accordingly the disclosure of RPTs as required under the provisionsof Section 1 34(3) (h) of the Companies Act 2013 in Form AOC-2 is not applicable. TheDirectors draw attention of the Members to Notes to the Financial Statements which setsout related party disclosures.
21. VIGIL MECHANISM
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns. For more details please refer to the Corporate Governance Reportattached to this Report.
22. 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.
23. PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 1 97 of the Act read with Rule5(1) and (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The Disclosure stipulated as under Section 1 34(3) of Companies Act 2013 read withRule 8 of the Companies(Accounts) Rules 2014 is as under:
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.
The Company is not involved in any Technological Absorption based activities.Hence same is not reportable.
The Company has not dealt in any Foreign Exchange in any manner during the yearunder review. Hence the same is not reportable.
25. CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION & ANALYSIS REPORT
As per SEBI Listing Regulations a detailed report on Corporate Governance is providedin a separate section and forms part of the Annual Report. A Certificate from Auditorregarding compliance with the conditions of Corporate Governance as stipulated in SEBIListing Regulations is given under Annexure 3 and forms part of this Report.
Pursuant to Regulation 34 of the SEBI Listing Regulations the Management Discussionand Analysis Report is presented in a separate section forming part of this Annual Report.
26. INTERNAL CONTROL
During the year under review the Internal Financial Controls were operatingeffectively and no material or serious observation has been received from the Auditors ofthe Company for inefficiency or
inadequacy of such controls. The Internal Financial Control procedure adopted by theCompany are adequate for safeguarding its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.
27. 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.
28. RBI GUIDELINES
The Company complies with all the applicable regulations circulars notificationsdirections and guidelines issued by the Reserve Bank of India ("RBI") from timeto time with respect to Non Deposit Taking NBFC.
29. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.
30. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNAL
There are no significant or material orders passed by the Regulators or Courts orTribunals which impacts the going concern status of the Company and its future operations.
31. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The details of the complaints reported pursuant to Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 are provided in the CorporateGovernance Report. During the financial year 2020-21 No complaints remains pending as of31 st March 2021.
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.
On behalf of the Board of Directors For Srestha Finvest Limited
|Place: Chennai ||Sd/- Manmohan |
|Date: June 29 2021 ||Chairman |