Bervin Investments & Leasing Ltd Directors Report.

The Members,

BERVIN INVESTMENT AND LEASING LIMITED

Your Directors have pleasure in presenting their 30th Annual Report on the business and operations of BERVIN INVESTMENT AND LEASING LIMITED ("the Company") and the accounts for the Financial Year ended 31st March 2020.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Financial performance of your Company for the vear ended 31st March. 2020 is summarized below:

(Amount in Rs.)

Particulars Year ended March 31, 2020 Year ended March 31, 2019 Year ended March 31, 2020 Year ended March 31, 2019
Consolidated Consolidated Standalone Standalone
Total Revenue 5,46,55,325 4,44,87,360 - -
Other Income 1,77,14,380 15,53,10,387 1,77,14,380 15,53,10,387
Total Expenses 6,43,13,534 5,58,96,565 93,73,359 1,51,78,039
Total Income before Interest, Tax & Depreciation 80,56,171 14,39,01,182 83,41,021 14,01,32,348
Profit/(Loss) before Tax (PBT) 80,56,171 14,39,01,182 83,41,021 14,01,32,348
Profit/(Loss) after Tax (PAT) 63,77,271 11,41,21,182 66,62,121 11,03,52,348

2. STATE OF THE COMPANYS AFFAIRS

The revenue of the Company (other income) for the year was Rs. 1,77,14,380/- as compared to Rs. 15,53,10,387/- in the previous year. The Company has registered profit after tax of Rs. 66,62,121/- as compared to profit of Rs. 11,03,52,348/- in the previous year.

3. SHARE CAPITAL

The paid up equity share capital as at March 31, 2020 stood at Rs. 5,89,81,000/- (Rupees Five Crore Eighty Nine Lakh and Eighty One Thousand Only/-). During the year under review, the Company has not issued any fresh share capital:-

(a) BUY BACK OF SECURITIES

The Company has not bought back any of its Securities during the year under review.

(b) SWEAT EQUITY

The company has not issued any sweat equity shares during the year under review.

(c) BONUS SHARES

No Bonus shares were issued during the year under review.

(d) EMPLOYEE STOCK OPTION PLAN

The Company has not provided any stock scheme to the employee as there is no employee in the Company.

4. EXTRACT OF THE ANNUAL RETURN:

Extract of the annual return in Form No. MGT-9 pursuant to the provisions of section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure -T and attached to the report.

5. DIVIDEND

The Board decided not to declare any dividend out of the current profits of the Company to further strengthen the financial position of the Company.

6. RESERVES

During the year under review, no amount was transferred to any reserves.

7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provision of section 125 of the Companies Act, 2013 read with its relevant rules do not apply as the Company has not declared any dividend in the past.

8. CHANGE IN THE NATURE OF BUSINESS:

There is no change in nature of business as compared to the last financial year.

9. CHANGE IN THE NAME AND REGISTERED OFFICE OF THE COMPANY:

There is no change in the Name of the Company and Registered Office Address of the Company.

10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION:

There are no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year i.e. March 31st, 2020 and the date of the Directors Report.

ll.SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

12.CONSOLIPATED ACCOUNTS

The consolidated financial statements of your Company for the Financial Year 2019-20, are prepared in compliance with applicable provisions of the Companies Act, 2013, Accounting Standards and Listing Regulations {as prescribed by the Securities and Exchange Board of India (SEBI)}. The consolidated financial statements have been prepared on the basis of audited financial statements of the Company and its associate company, as approved by their respective Board of Directors.

13.SUBSID1ARY/JOINT VENTURES/ASSOCIATE COMPANIES:

The Company has only one associate company i.e. Wavin India Limited. Pursuant to the provision of Section 129(3) of the Companies Act, 2013, the performance and financial position of Subsidiaries, Associates and Joint Venture companies are described in Form AOC-1 which is annexed herewith as "Annexure - II". Further, the Company does not have any Joint Venture or Subsidiary Company.

The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto has been placed on the Companys website. The financial statements of Associate Company has also been placed on the Companys website. The consolidated financial statements, standalone financial statements and financial statements of the associate company are also available for inspection for any Member during business hours at the Registered Office of the Company and the associate company.

In terms of Section 136 of the Companies Act, 2013 the Financial Statements including consolidated financial statements will be circulated to all the members of the Company with the Notice of Annual General Meeting.

14. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OF DISCLAIMERS MADE BY THE STATUTORY AUDITOR(S) AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORT:

• Statutory Auditor

There is no qualification, reservation or adverse remarks or disclaimer in the Auditors Report on the financial of the Company. The observations of the Auditors in their report are self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.

• Secretarial Auditor

The report of the Secretarial Auditor is self-explanatory and therefore, in the opinion of the Directors, do not call for further comments.The report in Form MR-3 is attached as Annexure III along-with the letter regarding the said audit marked as Annexure IV

15. CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 15 (2) of the SEBI ((Listing Obligations and Disclosure Requirement) Regulations, 2015 the paid-up equity share capital of the Company was below Rs. 10 Crores (Rupees Ten Crores Only) and the net worth was below Rs. 25 Crores (Rupees Twenty Five Crores Only) as on the last day of the previous financial year i.e 31st March 2020.

Therefore, the compliance with the corporate governance provisions as specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V do not apply to the Company.

Hence, requirement of annexing corporate governance report along-with the compliance certificate do not apply to the Company.

16. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Detailed review by the management of the operations, performance and future outlook of the Company and its business pursuant to Regulation 34(3)(e) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is provided under the Management Discussion and Analysis, which forms part of this report as Annexure V.

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the financial year under review.

18. DISCLOSURE OF COMPOSITION OF COMMITTEES

Currently, the board has two committees namely

1. Audit Committee.

2. Nomination and Remuneration Committee.

18.1 Audit Committee

The Audit Committee consists of Mr. S. K. Murgai, Mr. I. S. Tripathi and Mrs. Kalpana Umakanth.

18.2 Nomination and Remuneration Committee

The Nomination & Remuneration Committee consists of Mr. S. K. Murgai, Mrs. Kalpana Umakanth and Mr. Indu Shekhar Tripathi.

A copy of "Nomination & Remuneration Policy" is open for inspection by the members during business hours on any working day at the registered office of the Company.

19. VIGIL MECHANISM

The Company has established a Vigil Mechanism and the Audit Committee to oversee the Vigil Mechanism.The Chairman of the Audit Committee has been authorised to hear the grievances of the employees, if any, and directors and take steps to resolve the issues amicably/award appropriate punishment to the offender and report the same to the Audit and compliance committee.

20. WHISTLE BLOWER POLICY

With the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behavior and to encourage and protect the employees, if any, who wish to raise and report their genuine concerns about any unethical behavior, actual or suspected fraud or violation of companys Code of Conduct, the Company has adopted a Whistle Blower Policy. The Company has adopted a framework whereby the identity of the complainant is not disclosed.

21. COMPANYfS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS. POSITIVE ATTRIBUTES. INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178

Your Company has duly framed the Nomination and Remuneration Policy, as mentioned above, for the said purpose and a copy of which is open for inspection by the members during business hours on any working day at the registered office of the Company.

22. CONSERVATION OF ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Since the Company has no manufacturing activity, directors are not required to report on "Conservation of Energy", "Research and Development" and "Technology Absorption".

Further, there was no Foreign Exchange earnings and outgo during the year under review.

23. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Your Company has an optimum mix of directorship which is essential to effectuate the main functions of the Board. As on 31st March, 2020, following is the composition of the Board:-

Name of Director Mr. S.K. Murgai (DIN:00040348) Category Non- Executive Director
Mr. I.S. Tripathi (DIN:00654167) Independent Non- Executive Director
Mrs. Kalpana Umakanth (DIN:00105594) Executive Director

During the period under review, Mrs. Kalpana Umakanth (DIN:- 00105594), Director retires by rotation at the forthcoming Annual General Meeting ("AGM") and being eligible, offers herself for reappointment.

24.NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEES & DETAILS OF ATTENDANCE

BOARD MEETINGS

The Board met 8 (Eight) times during the year on the following dates:-

S. No. Date of Meeting
1 15th May, 2019
2 30th May, 2019
3 11th July, 2019
4 12th August, 2019
5 15th October, 2019
6 14th November, 2019
7 06th January, 2020
8 13th February, 2020

DATE OF COMMITTEE MEETINGS

During the year under review, The Audit Committee and Nomination and Remuneration Committee of the Board met on 4 (Four) and 1 (One) time respectively on the following dates:-

S.No. Date of Audit Committee Meeting Date of Nomination & Remuneration Committee Meeting
1 30th May, 2019 29th May, 2019
2 11th July, 2019
3 12th August, 2019
4 15th October, 2019
5 13th February, 2020

25.PARTICULARS OF EMPLOYEES

The information pursuant to Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, of the employees is annexed as Annexure - VI. Further, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure -VII.

26.STATUTORY AUDITORS REPORT:

The detailed report is annexed as Annexure VIII.

27. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in this Annual Report.

28. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has not entered into any contracts/ arrangements with the Related Parties for the year under review. Thus, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Hence, disclosure in Form AOC-2 is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel.

29. RISK MANAGEMENT POLICY. INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY:

The Board of Directors is overall responsible for identifying, evaluating and managing all significant risks faced by the Company. The Company is continuously reviewing the internal financial controls systems and risk management process to further strengthen the same.

INTERNAL FINANCIAL CONTROL SYSTEM AND ITS ADEQUACY

The Company has an internal control system, commensurate with the size of its operations. Adequate records and documents were maintained as required by laws. The Companys audit Committee reviewed the internal control system. All efforts are being made to make the internal control systems more effective.

30. BOARD EVALUATION OF ITS OWN PERFORMANCE. ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

i. Attendance of Board Meetings and Board Committee Meetings

ii. Quality of contribution to Board deliberations

iii. Strategic perspectives or inputs regarding future growth of Company and its performance

iv. Providing perspectives and feedback going beyond information provided by the management

v. Commitment to shareholder and other stakeholder interests

The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his/her evaluation.

31. DECLARATION OF INDEPENDENT DIRECTORS:

A declaration by Independent Directors that they met the criteria of independence as provided in sub section (6) of section 149 of the companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided by directors.

32. CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

However, the Company is sensitive about its responsibility towards society and randomly contributes towards strengthening the social and economic development of communities and built a better sustainable way of life for weaker sections of the society.

33. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Directors confirm that:

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31st, 2020 and of the profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors had laid down financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. DISCLOSURE ABOUT MAINTENANCE OF COST RECORDS

In terms of the provisions of Section 148 of the Companies Act, 2013 read with rules made thereunder the Company is not required to maintain the Cost Records.

35. LISTING WITH STOCK EXCHANGE(S)

The shares of the company are listed at BSE Limited, PhirozeJee jeebhoy Towers, Dalai Street, Mumbai-400001.

The Annual Listing fee has being paid.

36.OBLIGATI0N OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REPRESSAL) ACT. 2013

In order to prevent sexual harassment of women at work place, a separate legislation "The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013" has been notified on 9th December, 2013. Under the said act, every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of woman employee, if any.

Company has not adopted a policy for prevention of Sexual Harassment of Women at workplace and has not set up Committee for implementation of said policy as it is not applicable on the Company.

37. REPORT1NG OF FRAUDS

In terms of Section 143(12) of the Companies Act, 2013, there are no frauds on or by the Company which were required to be reported by the Statutory Auditors of the Company to the Central Government.

38. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with Secretarial Standard issued by the Institute of Company Secretaries of India on meetings of the Board of Directors and General Meetings.

39.ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks to ail for their continued support extended your companies activities during the year under review. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on you company.

FOR ON BEHALF OF BOARD OF DIRECTORS BERVIN INVESTMENT AND LEASING LIMITED

1. S. Tripathi S. K. Murgai
PUCE: NEW DELHI Director Director
DATE: October 13,2020 (DIN: 00654167) (DIN: 00040348)
Address: - D-136, Sector-50, Gautam Address: -Al-703, Palm Grove
Budh Nagar, N01 DA-201303, Uttar Heights, Ardee City, Sector-52,
Pradesh, India Gurgaon-122011, Haryana, India