bervin investments leasing ltd Directors report

The Members,

BERVIN INVESTMENT AND LEASING LIMITED

Your Directors have pleasure in presenting their 32^nd Annual Report on the business and operations of BERVIN INVESTMENT AND LEASING LIMITED {"the Company") and the accounts for the Financial Year ended 31^st March, 2022.

1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY

The Financial performance of your Company for the year ended 31^st March, 2022 is summarized below:

(Amount in 000)

Particulars	Year ended March 31, 2022	Year ended March 31, 2021
Total Revenue	14,308	813
Other Income	1,72,551	49,841
Total Expenses	20,094	9,161
Total Income before Interest, Tax & Depreciation	1,66,766	41,494
Profit/(Loss) before Tax (PBT)	1,66,766	41,494
Profit/(Loss) after Tax {PAT)	1,37,093	34,570

2. STATE OF THE COMPANYS AFFAIRS

The revenue of the Company {Revenue from Operations) for the year was Rs. 1,43,08,163/- as compared to Rs. 8,12,788 in the previous year and revenue of the Company {other income) for the year was Rs. 17,25,51,000/- as compared to Rs. 4,98,41,393/- in the previous year. The Company has registered profit after tax of Rs. 13,70,93,305/- as compared to profit of Rs. 3,45,69,502/- in the previous year.

3. SHARE CAPITAL

The paid up equity share capital as at March 31, 2022 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. 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.

5. RESERVES

During the year under review, 20% of the profits were transferred to general reserve as per Section 45-IC of The RBI Act, 1934.

6. 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.

7. CHANGE IN THE NATURE OF BUSINESS:

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

8. 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.

9. 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 31^st, 2022 and the date of the Directors Report.

IQ-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.

ll. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

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 other distributions;

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. EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OF DISCLAIMERS MADE BY THE STATUTORY AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORT:

• Statutory Auditor

M/s. N. K. Bhargava & Co., Chartered Accountants (FRN.: 000429N), was appointed as Statutory Auditors of your Company at the Annual General Meeting held on 29th December, 2021 for a term of 1 year. The Board of Directors recommends appointment of M/s. Krishan K. Gupta & Company, Chartered Accountants (FRN: 000009N), 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 32^nd Annual General Meeting until the conclusion of the 33^rd Annual General Meeting of the Company to be held in the year 2023 for conducting the Statutory Audit of the financial statements for the financial year 2022-2023.

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

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.

• 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 I along-with the letter regarding the said audit marked as Annexure II

13. 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. 31^st March 2021, the 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 not apply.

As on 31^st 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. 31^st 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 1^st April, 2022.

14. 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 III.

15. DEPOSITS

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

16. DISCL0SURE OF COMPOSITION OF COMMITTEES

Currently, the board has three committees namely:-

1. Audit Committee.

2. Nomination and Remuneration Committee.

3. Stakeholders Relationship 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.

18.3 Stakeholders Relationship Committee

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

17. 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 hearthe 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.

18. 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.

19. 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 (31 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.

2Q.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.

21.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 31^st March, 2022, following is the composition of the Board:-

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

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

22.NUMBER OF MEETINGS OF THE BOARD. ITS COMMITTEES & DETAILS OF ATTENDANCE

BOARD MEETINGS

The Board met 11 (Eleven) times during the year on the following dates:-

S. No.	Date of Meeting
1	9th April, 2021
2	4th June, 2021
3	26th June, 2021
4	3rd August, 2021
5	12th August, 2021
6	6th September, 2021
7	10th November, 2021
8	1st December, 2021
9	29th December, 2021
10	14th February, 2022

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:-

Sr. No. Date of Audit Committee Meeting	Date of Nomination & Remuneration Committee Meeting	Date of Stakeholders Relationship Committee
1 26th June, 2021	26th June, 2021	14th February, 2022
2 12th August, 2021
3 10th November, 2021
4 14th February, 2022

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

24.STATUTORY AUDITORS REPORT:

The detailed report is annexed as Annexure VI.

25. 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.

26. 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.

27. 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.

28.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.

29. 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.

30. DECLARATIQN 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.

31. 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.

32. 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, 2022 and of the profit and loss of the company forthat 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.

33. 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.

34. LISTING WITH STOCK EXCHANGERS)

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

The Annual Listing fee has being paid.

35.OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) 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 9^th 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.

The Company has Complaint Redressal Committee for providing a redressal mechanism pertaining to sexual harassment of women employees at workplace. No complaint under above said policy has been received during the FY 2021-22.

36. 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.

37. 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.

38. WEB ADDRESS OF THE COMPANY

The website of the company is www.bervin.com.

39. ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks to all 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	Place: New Delhi
BERVIN INVESTMENT AND LEASING LIMITED	Date: August 30th, 2022
Sd/-	Sd/-
1. S. Tripathi	S. K. Murgai
Director	Director
(DIN:00654167)	(DIN:00040348)
Address: - D-136, Sector-50, Gautam	Address: -Al-703, Palm Grove
Budh Nagar, NOIDA-201303, Uttar	Heights, Ardee City, Sector-52,
Pradesh, India	Gurgaon-122011, Haryana, India