Bervin Investments & Leasing Ltd Directors Report

The revenue of the Company (Revenue from Operations) for the F.Y 2022-23 is NIL as compared to P.Y 2021-22 is Rs. 1,43,08,163/- and other Income of the Company for the F.Y 2022-23 was Rs. 10,86,37,698/- as compared to Rs. 17,25,50,960/- in the previous year 2021-22. The Company has registered loss after tax of Rs. 10,02,79,334/- as compared to profit of Rs. 16,67,65,605/- in the previous year.

The paid up equity share capital as at March 31, 2023 stood at Rs. 5,89,81,000/-. 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.

The Board decided not to declare any dividend as Company has incurred losses in the current Financial Year.

The Company is mandatorily required to transfer 20% of the profits to the general reserve as per Section 45C of RBI Act, 1934, but during the year under review, the Company has incurred losses,thereforeno amount was transferred to any reserves.

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.

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

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

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 31^st, 2023 and the date of the Directors Report.

10. 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.

11. OVERVIEW OF SUBSIDIARIES AND ASSOCIATES/ JOINT VENTURES

During the year under review, M/s. Bervin Investment and Leasing Limited, holds investment in M/s. Wavin India Limited by more than 20% of the total paid up share capital of M/s. Wavin India Limited. As per IND AS 28, para 6, if an investor holds, directly or indirectly (e.g. through subsidiaries), 20% or more of the voting power of the investee, it is presumed that the investor entity has significant influence unless demonstrated otherwise.

However as per para 7 of the Standard, there has to be existence of significant influence by an investor which is usually evidenced in one or more of the following ways:

a) representation on the board of directors or equivalent governing body of the investee; b) participation in policy-making processes, including participation in decisions about dividends or otherdistributions; c) material transactions between the investor and its investee; d) interchange of managerial personnel; or e) provision of essential technical information.

Since none of the above influence(s) exist in any way, therefore M/s Bervin Investment and Leasing Limited has no significant influence or control in or on M/s Wavin India Limited. And accordingly M/s. Wavin India Limited ceases to be an associate of M/s. Bervin Investment and Leasing Limited as defined in the Standard namely IND AS 28.

12. CREDIT RATING

The Company is not required to obtain any credit rating from the credit rating agencies.

13. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,2023 is available on the website of the Company at www.bervin.com

14. AUIDTORS

A) STATUTORY AUDITOR

M/s Krishan K. Gupta & Co., (New Auditor) Chartered Accountants (FRN.: 000009N), was appointed as Statutory Auditors of your Company at the Annual General Meeting held on 28^th September, 2022 for a term of 1 year.

The Board of Directors recommends M/s Krishan K. Gupta & Co, Chartered Accountants (FRN: 000009N), to be re-appointed as the Statutory Auditor of the Company pursuant to the Shareholders approval in the upcoming Annual General Meeting of the Company from the conclusion of this 33rd Annual General Meeting until the conclusion of the 38th Annual General Meeting of the Company to be held in the year 2028.

The Company has received the necessary certificate under Section 139(1) of the Act from M/s Krishan K. Gupta & Co, Chartered Accountants regarding their eligibility for appointment as Statutory Auditors of the Company.

B) SECRETARIAL AUDITOR

M/s Manisha Gupta and Associates are re-appointed as the Secretarial Auditor of the Company for the F.Y 2023-24 for conducting the Secretarial Audit.

C) INTERNAL AUDITOR

Mr. Manoj Kumar Prajapati is the Internal Auditor of the Company for the Financial Year 2023-24. He is a qualified Chartered Accountant with over 18 years experience in assignments involving fraud investigation, risk assessment, AML/ KYC review, internal control assessment, vendor due diligence, FCPA due diligence and market intelligence.

15.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 AUDIT REPORT

The Auditors Report given by the Auditors on the financial statements of the Company is part of the Annual Report. 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.

The detailed report is annexed as Annexure VII along with Financials of the Company as Annexure VIII.

SECRETARIAL AUDIT REPORT

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 along with Secretarial Compliance Report is attached as Annexure II

16.ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY

The Financial Statements of the Company have been prepared in accordance with IND AS, as notified under the Companies (Indian Accounting Standards) Rules, 2015 read with Section 133 of the Act. Further, the Company follows the Master Directions issued by RBI for NBFCs.

The Financial Statements have been prepared on an accrual basis under the historical cost convention. The Accounting Policies adopted in the preparation of the Financial Statements have been consistently followed in the previous year.

17.CORPORATE GOVERNANCE REPORT

As on 31st March, 2022, the paid-up equity share capital of the Company is Rs. 5.89 Crores which is below Rs. 10 Crores (Rupees Ten Crores Only) and the net worth is Rs. 32.10 Crores which is above Rs. 25 Crores (Rupees Twenty Five Crores Only) as on the last day of the previous financial year i.e. 31st March 2022, as per the regulations 15(2) of the SEBI ((Listing Obligations and Disclosure Requirement) Regulations, 2015. 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 shall apply effecting from 1st April, 2022.

Hence this is the first year for applicability of Corporate Governance. It is annexed along with the Practicing Company Secretaries Certificate thereon, for the year under review prepared in accordance with the Part C of Schedule V of SEBI Listing Regulations and as required under the Master Direction - Non-Banking Financial Company Non-Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016, forms part of this Annual Report as

Annexure III

18.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 IV.

19. RELATED PARTY TRANSACTIONS

The Company has adopted a Policy and a Framework on Related Party Transactions (“RPTs”) for the purpose of identification, monitoring and approving such transactions in line with the requirements of the Act and the SEBI Listing Regulations.

During the year the Company doesnt have any related party transaction. The policy of Related Party Transactions is updated on the website of the Company at www.bervin.com

20. DEPOSITS

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

21. DISCLOSURE OF COMPOSITION OF COMMITTEES

Currently, the Board has four committees namely:-

The Audit Committee consists of Mr. Vivek Manohar Padgaonkar (Independent Director and Chairman of the Committee) and Mr Alok Saklani (Independent Director and Member of the Committee), Mr. S. K. Murgai (Non-Executive, Non-Independent Director and Member of the Committee)

22.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 authorized 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.

23.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.

The Vigil Mechanism and Whistle Blower Policy of the Company is available on the website of the Company www.bervin.com.

24.COMPANYS 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

The NRC develops the competency requirements of the Board based on the industry and the strategy of the Company, conducts a gap analysis and recommends the reconstitution of the Board, as and when required. It also recommends to the Board, the appointment of Directors having good personal and professional reputation and conducts reference checks and due diligence of all Directors before recommending them to the Board. Besides the above, the NRC ensures that the new Directors are familiarized with the operations of the Company and endeavors to provide relevant training to the Directors.

This Policy is made available on the Companys website at www.bervin .com

The Remuneration Policy for Directors, KMPs and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust.

The Remuneration policy framed by the directors are as follows:

i. Remuneration: The remuneration / commission shall be fixed as per the terms and conditions mentioned in the Articles of Association of the company and the Act.

ii. Sitting Fees: The Non-Executive / Independent Director may receive remuneration by way of fees for attending meetings of Board or Committee thereof, as may be decided by the Board, from time to time. Provided that the amount of such fees shall not exceed Rupees One Lac per meeting of Board or Committee or such amount as may be prescribed by the Central Government from time to time.

iii. Commission: commission may be paid within the monetary limit approved by shareholders, subject to the limit not exceeding 1% of the profits of the Company computed as per the applicable provision of the Act. “Differential Commission may be paid to Non Executive / Independent Directors based on their participation, contribution and active role in the Board and strategic matters of the Company.

iv. Stock Options: An Independent Director shall not be entitling to any stock option of the company.

The role, functions and duties of the Independent Directors in accordance with the provisions of

Schedule IV (Code for Independent Directors) to the Act as defined in Companys policies are as follows:

As members of the Board, the Independent Directors along with other Directors will be collectively responsible for meeting the objectives of the Board, viz.,

a. Requirements under the Act and Rules framed there under.

b. Responsibilities of the Board in relation to Corporate Governance as outlined in Regulation 27 of the Listing Regulations.

c. Accountability under Directors Responsibility Statement which forms part of the Boards Report to the shareholders.

d. Review of Companies business strategy, financial plan and monitor the performance of the Company. e. Safeguarding the interest of all stakeholders. f. Advice and counsel the management in the respective area of expertise

The Remuneration Policy of the Company is made available on the Companys website at www.bervin.com , 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.

25.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.

26.DIRECTORS AND KEY MANAGERIAL PERSONNEL

A) DIRECTORS

Further, In terms of Section 149, 150, 152 read with schedule IV and Section 161(1) readwith Companies (Appointment and Qualification of Directors) Rules, 2014, and SEBI (LODR) Regulations, 2015, Mr. Alok Saklani (DIN: 09748014) and Mr. Vivek Manohar Padgaonkar (DIN: 10000948) were appointed as an Additional Directors, in the capacity of Non-executive Independent Directors, w.e.f. September 30, 2022 for a term of 5 (five) consecutive years till September 29, 2027, not liable to retire by rotation.

Further, Mr.Indu Shekhar Tripathi (DIN: 00654167) and Mr. Satish Kumar Murgai (DIN: 00040348), ceased to be the directors of the Company w.e.f. November 24, 2022 due to resignation because of their pre-occupations.

Further, the appointment of Mr. Alok Saklani (DIN: 09748014) and Mr. Vivek Manohar Padgaonkar (DIN: 10000948) and Mr. Satish Kumar Murgai (DIN: 00040348), were approved by the shareholders after passing Special Resolution on December 28, 2022 via postal ballot.

During the period under review, Mr. Satish Kumar Mugai (DIN:- 00040348), Director retires by rotation at the forthcoming Annual General Meeting (“AGM”) and being eligible, offers himself for reappointment.

B)KEY MANAGERIAL PERSONNEL

27. NUMBER OF MEETINGS OF THE BOARD, ITS COMMITTEES & DETAILS OF

ATTENDANCE

A) BOARD MEETINGS

B) DATE OF COMMITTEE MEETINGS

28. 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 V. Further, pursuant to Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the relevant statement is annexed as Annexure VI.

29. 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.

30. 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.

31. 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.

32. 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.

33. BOARD EVALUATION OF ITS OWN PERFORMANCE, ITS COMMITTEES AND

INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Act and the SEBI Listing Regulations, the Board has carried out an annual evaluation of its own performance and of the individual Directors as well as an evaluation of the working of all the Committees of the Board. The Board of Directors was assisted by the NRC. The performance evaluation was carried out by seeking inputs from all the Directors / Members of the Committees, as the case may be.

The Board of the Company followed the criteria as specified in the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (“SEBI”) for evaluating the performance of the Board as a whole, Committees of the Board, Individual Directors. The criteria for evaluation of the Board as a whole, interalia, covered parameters such as Structure of the Board, Meetings of the Board, Functions of the Board and Board& Management. The criteria for evaluation of Individual Directors covered parameters such as knowledge and competency, fulfillment of functions, ability to function as a team, etc. The criteria for evaluation of the Board Committees covered areas related to mandate and composition, effectiveness of the Committee, structure of the Committee and meetings, etc. 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.

34. 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.

35. CORPORATE SOCIAL RESPONSIBILITY (“CSR”)

The CSR policy of the Company is available on the Companys website atwww.bervin.com

For FY 2022-23, the CSR budget of the Company was Rs. 14,44,004 this being two percent of the average net profit of the Company, in the three immediately preceding financial years, calculated as per Section 198 of the Act read with the Companies (CSR Policy) Rules, 2014. The budget was spent towards projects and programmes covered under Schedule VII to the Act, as approved by the CSR Committee of the Board and the Board of Directors.

The Annual report is on CSR activities annexed as Annexure I

36. 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 31^st, 2023 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. TheDirectors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

37. 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.

38. LISTING WITH STOCK EXCHANGE(S)

The shares of the Company are listed at BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, and Mumbai-400001.

The Annual Listing fee has being paid.

39. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN

AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

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.

40. REPORTING 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.

41. 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

42. WEB ADDRESS OF THE COMPANY

The website of the Company is www.bervin.com

43. ACKNOWLEDGEMENTS