TO THE MEMBERS OF SRESTHA FINVEST LIMITED
Your Directors have pleasure in presenting the 35th Director's Report of SRESTHAFINVEST LIMITED (the Company) and along with the Audited financial statements for thefinancial year ended 31st March 2020.
1. FINANCIAL RESULTS
The financial results of the Company for the year ended 31st March 2020 is summarizedbelow:
| || ||(Rs. in lakhs) |
|Particulars ||Year Ended 31st March 2020 ||Year Ended 31st March 2019 |
|Income from Operations ||41 6.40 ||397.06 |
|Non-operating Income ||0.00 ||0.00 |
|Total Income ||416.40 ||397.06 |
|Total Expenditure ||194.34 ||252.46 |
|Profit/Loss before Depreciation Interest and Taxation ||222.06 ||144.60 |
|Interest & Finance Charges ||242.20 ||186.05 |
|Depreciation ||0.68 ||1.06 |
|Profit/Loss before Tax ||(20.82) ||(42.51) |
|Provision for Current Taxes ||0.68 ||0.00 |
|Provision for Deferred Taxes ||(0.06) ||(0.06) |
|Profit/Loss after Tax ||(21.44) ||(42.45) |
|Statutory Reserve ||0.00 ||0.00 |
|Balance in Profit & Loss Account ||(85.87) ||(38.53) |
|Balance carried to Balance Sheet ||(85.87) ||(38.53) |
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 2019-2020 your Company has incurred a loss of Rs. 21.44Lakhs as compared to the loss of Rs. 42.45 Lakhs in previous year 2018-2019.
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. Thecompany has already dispensed detailed impact with the stock exchanges.
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. DOCUMENTS PLACED ON THE WEBSITE (www.srestha.co.in)
The following documents have been placed on the website in compliance with theCompanies Act 2013:
Financial statements along with relevant documents as per third proviso tosection 136(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. 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 Report except to the extent ofunanticipated covid 19 impact which is readily not measureable and its disclosed to stockexchanges under the compliance directions.
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 2019-20 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.
12. COMMITTEE AND ITS MEETINGS
The details of the composition of the Board and its Committees and the number ofmeetings held and attendance of Directors at such meetings are provided in the CorporateGovernance Report which forms part of the Annual Report. There have been no instancesduring the year where recommendations of its Committees were not accepted by the Board.
13. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board recommends their appointments and accordingly resolutions seeking approval ofthe members for their appointments/ratifications have been included in the Notice offorthcoming Annual General Meeting of the Company.
Mrs. Navitha Jain director retires at this general meeting and being eligible offersherself for re-appointment.
Pursuant to the provisions of Section 203 of the Companies Act 2013 Regulation 6(1)of SEBI Listing Regulations and relevant rules framed thereunder Mr. A. Jithendra KumarBafna was appointed as the Company Secretary and Compliance Officer of the Company witheffect from January 27 2020 and Ms. Ayushi Sharma ceased to be the Company Secretary andCompliance Officer of the Company with effect from close of business hours on January 142020. The Board places on record its appreciation for her valuable contribution andguidance during her association with the Company.
During the year the Non-Executive Directors and KMP of the Company had no pecuniaryrelationship or transactions with the Company.
14. 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.
15. 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 Mr. Kamlesh Parasmal Wholetime Director and Chief FinancialOfficer and forms part of the Annual Report.
16. DECLARATION BY INDEPENDENT DIRECTORS
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 2013 and Regulation 16 (1) (b) of SEBI Listing Regulations. Inaccordance with the provisions of Section 150 of the Act read with the applicable Rulesmade thereunder the Independent Directors of the Company have registered themselves inthe data bank of Independent Directors maintained by the Indian Institute of CorporateAffairs Manesar ["IICA"].
Pursuant to Rule 6(1) and 6(2) of Companies (Appointment and Qualifications ofDirectors) Rules 2014 as amended the Company has received declaration from all theIndependent Directors of the Company confirming that they have registered their names inthe data bank of Independent Directors maintained with the IICA. Further there has beenno change in the circumstances which may affect their status as independent directorduring the year.
17. 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 this AnnualReport.
18. 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 andWholetime Director on goals (quantitative and qualitative) set since their appointment.
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.
19. 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 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.
20. 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 - B in theprescribed form MGT-9 and forms part of this Report.
21. 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 201 8. 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.
During the year there were no instances of fraud reported by the auditors. There areno qualifications reservations adverse remarks or disclaimers made by the Auditors intheir Report.
As per the provisions of Section 204 of the Companies Act 2013 read with correspondingRules framed thereunder M/s. AXN Prabhu & Associates Practising Company Secretarieswere appointed as the Secretarial Auditors of the Company to carry out the secretarialaudit for the Financial Year 201 9 - 2020. There are no qualifications reservationsadverse remarks or disclaimers made by the Secretarial Auditors in their Report. A text ofthe Report is also annexed as Annexure C and forms part of this Report.
22. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Pursuant to Section 1 86(11) 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 186 (4) of the Act the details of investments madeby the Company are given in the Notes to the Financial Statements
23. TRANSACTIONS WITH RELATED PARTIES
Pursuant to Section 1 34 (3) (h) read with Rule 8 (2) of the Companies (Accounts)Rules 2014 there are no transactions to be reported under Section 188 (1) of theCompanies Act 2013. Accordingly the disclosure of Related Party Transactions asrequired under Section 134 (3) (h) of the Companies Act 2013 in Form AOC-2 is notapplicable to the Company.
The Company have no reportable related party transactions. Other necessary disclosureshave been appropriately being made elsewhere in annual report wherever required.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The Disclosure stipulated as under Section 1 34(3) of Companies Act 201 3 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 SOCIAL RESPONSIBILITY (CSR)
The CSR Policy Rules are not applicable to the Company during the year under review.
26. 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.
27. 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.
28. PARTICULARS OF EMPLOYEES
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:-
|Salary paid to Whole Time Director / CFO ||- ||408000/- P.A. |
|Company Secretary Salary (Ms. Ayushi Sharma) ||- ||15000/- P.M. |
|Company Secretary Salary (Mr. A. Jithendra Kumar Bafna) ||- ||40000/- P.M. |
29. 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.
30. 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 FinancialControl procedure adopted by the Company are adequate for safeguarding its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information. Theinformation about internal controls is set out in the Management Discussion & Analysisreport which is attached and forms part of this Report.
31. 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 forms part of thisBoard Report.
32. 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.
33. 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.
34. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS
The applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia relating to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2)have been duly complied by the Company. The Secretarial Standards Report is also annexedto Annexure - C and forms part of this Report.
35. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND 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. The details of the complaintsreported pursuant to Sexual Harassment of Women at Workplace (Prevention Prohibition andredressal) Act 2013 are provided in the Corporate Governance Report. During the financialyear 2019-20 No complaints remains pending as of 31st March 2020.
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.
| ||By Order of the Board of Directors |
| ||For Srestha Finvest Limited |
| ||Sd/- |
|Place: Chennai ||Kamlesh Parasmal |
|Date: June 24 2020 ||Wholetime Director |
| ||DIN: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 312020
(A) Personnel who are in receipt of remuneration aggregating not less than Rs.10200000 per annum and employed throughout the financial year: NIL
(B) Personnel who are in receipt of remuneration aggregating not less than Rs. 850000per month and employed for part of the financial year: NIL
| ||By Order of the Board of Directors |
| ||For Srestha Finvest Limited |
| ||Sd/- |
|Place: Chennai ||Kamlesh Parasmal |
|Date: June 24 2020 ||Wholetime Director |
| ||DIN: 00810823 |