To
The Members,
The Board of Directors of your Company take pleasure in presenting before you the 28thAnnual
Report of the Company together with the Audited Financial Statements for the
financial year ended March 31, 2023.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS:
Rs. In Lakhs
Particulars |
2022-23 |
2021-22 |
|
213.02 |
209.74 |
Gross Income |
|
|
| Less: Finance Cost |
0.46 |
27.39 |
| Overheads |
152 |
128.45 |
|
2.35 |
1.60 |
| Depreciation |
|
|
| Provision for Contingencies* |
(10.22) |
1.18 |
Profit before Tax & Exceptional Items |
68.43 |
51.11 |
| Add: Exceptional Items |
0.00 |
0.00 |
Profit Before Tax |
68.43 |
51.11 |
| Less: Tax Expenses(Including Deferred Tax) |
16.52 |
12.50 |
Profit After Tax |
51.91 |
38.61 |
| Add: Balance b/d from the previous year |
239.47 |
208.86 |
| Add: Excess Provision For Income Tax |
0.32 |
0.00 |
Surplus available for Appropriations |
291.70 |
247.47 |
Appropriations: |
|
|
| Transferred to Special Reserve |
10.50 |
8.00 |
| Additional Provision for Income Tax |
0.00 |
0.00 |
Balance carried over to Balance Sheet |
281.20 |
239.47 |
*The Provisions for Contingencies against Standard Assets and NPA has been routed
through Profit & Loss Statement from financial year 2023, earlier it was appropriated
through Reserves. Consequently, the related figures of financial year 2022 have been
restated accordingly.
Note: Figures have been regrouped/reclassified /rearranged wherever necessary while
preparing the above statement.
BUSINESS OVERVIEW:
As at 31st March, 2023, the loan portfolio stood at Rs. 832.70 Lakhs as
against Rs.1045.47 Lakhs in the previous year de growth of 79.64%. The reason of decrease
in the loan book was due to COVID-19 pandemic, tight liquidity, moderate economic growth,
risk averseness in the lending environment.
Profit before tax amounted to Rs. 68.43 Lakhs in the year 2022-23 as against Rs. 51.11
Lakhs in the Preceding year.
Profit after Tax (PAT) amounted to Rs. 51.91 Lakhs in the year 22-23 against Rs. 38.61
Lakhs in the previous year.
DIVIDEND:
Your directors felt it prudent to retain the earnings for the year under review to be
ploughed back in business, which shall result in further augmentation of the companys
growth and shareholders wealth.
CHANGES IN SHARE CAPITAL:
During the year under review, there is no change in share capital of the Company.
BORROWINGS:
Banks and Financial Institutions:
The Company did not avail any fresh credit facility during the year 2022-23. Further
the company has nil outstanding credit facilities from Banks and Financial Institutions as
at March 31, 2023.
Ratings:
The credit rating from Brickwork limited has been withdrawn on August 10, 2022 at the
request of the Company.
As on March 31, 2023 Company does not have any credit rating.
UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:
Under the provisions of Section 124 and 125 of The Companies Act, 2013 and Rules framed
there under and Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto,
dividends that remain unclaimed for a period of seven years from the date of declaration
are required to be transferred to the Investor Education and Protection Fund (IEPF)
administered by the Central Government.
Further as per the provisions of Section 124 (6) of The Companies Act, 2013 read with
the Investor Education & Protection Fund Authority (Accounting, Audit, Transfer &
Refund) Rules 2016, the shares in respect of which the dividend has not been claimed for
seven (7) consecutive years are required to be transferred by the Company to the
designated Demat account of the IEPF Authority.
As at March 31, 2023 there is no unpaid/unclaimed Dividend and the shares to be
transferred to the Investor Education & Protection Fund.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Constitution of Board:
The composition of Board complies with the requirements of the Companies Act, 2013
("Act"). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015("Listing Regulations"), the
Company is exempted from the requirement of having composition of Board as per Regulation
17 of Listing Regulations.
None of the Directors of Board is a member of more than 10 Committees or Chairman of
more than 5 committees across all the Public companies in which they are Director. The
necessary disclosures regarding Committee positions have been made by all the Directors.
Neither any of the Director of the Company is holding position as Director in more than
7 listed entities nor any of the Director of the Company serve as an Independent Director
in more than 7 listed entities.
As on 31st March 2023, the Board comprises of the following Directors:
|
|
|
No. of Committee |
|
Directors |
DIN |
No. of Directorship |
Member (Including SRGSFL) |
Chairman (Including SRGSFL) |
Category of Director |
|
|
|
|
|
Promoter/ |
Mr. Vinod K. Jain |
00248843 |
2 |
0 |
0 |
Managing Director Promoter/ |
Mrs. Seema Jain |
00248706 |
2 |
2 |
0 |
Whole Time Director Independent |
Mr. Nishant Badala |
06611795 |
2 |
0 |
3 |
Director |
Mr. Dilip Kumar Singhvi |
09240489 |
1 |
2 |
0 |
Independent Director Non-Executive |
Ms. Richa Bhandari |
08197563 |
1 |
1 |
0 |
Director |
Committee includes Audit Committee and Stakeholders Relationship Committee across all
Public Companies
Other directorships exclude foreign companies, private limited companies and Companies
under Section 8.
Disclosure of relationship between directors inter-se:
Name of Director |
Nature of Relationship |
| Mr. Vinod K. Jain |
Spouse |
| Mrs. Seema Jain |
Spouse |
Board Meeting
The Board of the Company regularly meets to discuss various Business opportunities.
Additional Board meetings are convened, as and when required to discuss and decide on
various business policies, strategies and other businesses.
During the year under review, Board of Directors of the Company met 8 times on,
29.04.2022, 30.05.2022, 23.08.2022, 31.08.2022, 14.10.2022, 11.11.2022, 20.01.2023, and
31.03.2023.
The details of attendance of each Director at the Board Meetings are given below:-
Name of Director |
Number of Board Meetings held |
Number of Board Meetings attended |
| Mr. Vinod Kumar Jain |
8 |
8 |
| Mrs. Seema Jain |
8 |
6 |
| Mr. Nishant Badala |
8 |
8 |
| Ms. Richa Bhandari |
8 |
8 |
| Mr. Dilip Kumar Singhvi |
8 |
8 |
Leave of absence was granted to the Directors as requested.
Declaration from Independent Directors:-
In terms of Section 149 of the Companies Act, 2013 and rules made there under, the
Company has two Independent Directors in line with the act. The Company has received
necessary declaration from each Independent Director of the Company under Section 149(7)
of The Companies Act, 2013 that the Independent Directors of the Company meet with the
criteria of their Independence as laid down in Section 149(6) of The Companies Act, 2013
and Regulation 16(1)(b) of SEBI (LODR), 2015. Further, all the Independent Directors of
the Company have registered themselves in the Independent Director Data Bank maintained by
Indian Institute of Corporate Affairs (IICA).
A separate meeting of Independent Directors was held on March 31, 2023 to review the
performance of Non-Independent Directors and Board as whole and performance of Chairperson
of the Company including assessment of quality, quantity and timeliness of flow of
information between Company management and Board.
Declaration of Fit & Proper Criteria
All the Directors of the Company have given declaration to the effect that they are Fit
& Proper, to be appointed as Director, as per the criteria prescribed by RBI.
Information on Director:-
Ms. Richa Bhandari, Non-Executive Director of the Company being longest in tenure,
offer herself for Reappointment at the 28th Annual General Meeting of the
Company. The Nomination and Remuneration Committee and Board of Directors recommended her
re-appointment on the Board.
The relevant details, as required under Regulation 36(3) of SEBI (Listing Obligations
and Disclosure Requirements)
Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard, of
the person seeking re-appointment as Director are also provided in Notes to the Notice
convening the 28thAnnual General meeting.
Information on Key Managerial Personnel:
During the year under review Ms. Vaishali Jain has resigned from the office of CFO due
to personal reasons with effect from April 18, 2022 and Mr. Rajat Purohit was appointed as
Chief Financial Officer of the Company with effect from October 14, 2022.
During the year under review Ms. Vidhi Jain appointed as the Company Secretary of the
Company with effect from January 20, 2023 however due to some persona reasons she has
resigned from the post of Company Secretary with effect from April 24, 2023.
Except above there was no other change in the KMP of the Company for the year ended
22-23.
COMPOSITION OF BOARD COMMITTEES:.
AUDIT COMMITTEE
The Committees composition meets with requirements of Section 177 of the Companies
Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirement),
Regulations, 2015. Members of the Audit Committee are financially literate and have
relevant finance / audit exposure. Chairman of the Audit Committee was present at the
previous Annual General Meeting of the Company held on 30th September 2022.
Powers and Roles of the Committee:
The Audit Committee assists the board in the dissemination of financial information and
in overseeing the financial and accounting processes in the Company. The terms of
reference of the audit committee covers all matters specified section 177 of the Companies
Act, 2013. The terms of reference broadly include review of internal audit reports and
action taken reports, assessment of the efficacy of the internal control systems/financial
reporting systems and reviewing the adequacy of the financial policies and practices
followed by the Company. The audit committee reviews the compliance with legal and
statutory requirements, the half yearly and annual financial statements and related party
transactions and reports its findings to the Board. The committee also recommends the
appointment of internal auditor, statutory auditor. The committee also looks into those
matters specifically referred to it by the Board.
Meetings:
The audit committee met 5 times during the year on 30.05.2022, 23.08.2022, 11.11.2022,
20.01.2023, and on 28.03.2023.
The Composition of Audit Committee and attendance is as mentioned below:-
Name of Members |
Number of Meetings attended |
| Mr. Nishant Badala Chairman |
5 |
| Mr. Dilip Kumar Singhvi-Member |
5 |
| Ms. Richa Bhandari-Member |
5 |
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee has been constituted by the Board in compliance
with the requirements of Section 178 (5) of the Act.
Terms of reference of the Committee:
The committee met regularly to redress investor grievances like non receipt of dividend
warrants, non-receipt of share certificates, etc. The terms of reference of the committee
meet with the requirements of SEBI(LODR)Regulations, 2015 and provisions of The Companies
Act, 2013.
The chairman of the committee was present at the 27th AGM to answer
shareholder queries
Investor Grievance Redressal:
SEBI vide Circular Ref: CIR/OIAE/2/2011 dated June 3, 2011 informed the Company that
they had commenced processing of investor complaints in a web based complaints redress
system "SCORES". Under this system, all complaints pertaining to companies are
electronically sent through SCORES and the companies are required to view the complaints
pending against them and submit Action Taken Report (ATRs) along with supporting documents
electronically in SCORES. During the year company did not receive any complaints from
investors.
Meetings: The committee met 1 (One) time during the year 2022-23 on 31st
March, 2023. The composition of the committee and details of attendance is as below:-
Name of Members |
No. of Meeting attended |
| Mr. Nishant Badala-Chairman |
1 |
| Mr. Dilip Kumar Singhvi-Member |
1 |
| Mrs. Seema Jain Member |
1 |
There are no investor complaint received during the year and no complaint is pending as
on 31st March, 2023.
NOMINATION AND REMUNERATION COMMITTEE
The Committees composition meets with the provisions of The Companies Act, 2013. The
role of the Nomination and Remuneration Committee inter alia, includes, Identify persons
who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the board of directors their
appointment and removal; Formulate the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the board of directors a policy
relating to, the remuneration of the directors, key managerial personnel and other
employees; Evaluate and approve the adequacy of the compensation plans, policies and
programs for Companys Executive Directors, KMP and Senior Management; Recommend
appointment and removal of Directors, for approval at the general meeting of shareholders;
Carry out evaluation of the performance of the Board and review the evaluations
implementation and compliance;
Devise a policy on diversity of Board; Develop and recommend to the Board a set of
corporate governance guidelines applicable to the Company and monitor compliance with
regard to the same. The role and responsibilities of the committee shall include such
other items as may be prescribed by the Board in compliance with applicable law from time
to time.
Meetings:
During the financial year 2022-23, the committee met 3 times on 31-08-2022, 14-10-2022,
and 20-01-2023
The details of composition and attendance at the Nomination and Remuneration Committee-
Name of Members |
No. of Meeting attended |
| Mr. Dilip Kumar Singhvi - Chairman |
3 |
| Mr. Nishant Badala Member |
3 |
| Ms. Richa Bhandari -Member |
3 |
MATTERS AS PRESCRIBED UNDER SUBSECTIONS (1) AND (3) OF SECTION 178 OF THE COMPANIESACT,
2013:
The Nomination & Remuneration Committee consists of composition of Non- Executive
Directors out of which two are Independent Director and one is Non-Executive Director. The
copy of Nomination and Remuneration policy is available at the Website of the Company i.e.
www.srgfin.com.
CRITERIA ADOPTED FOR EVALUATION:
Pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013 the Board has
carried out the annual performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its Committees. A structured
questionnaire was prepared after taking into consideration inputs received from the
Directors, covering various aspects of the Boards functioning such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.
(i) Performance review of all the Non-Independent Directors of the company on the basis
of the activities undertaken by them, expectation of board and level of participation;
(ii) Performance review of the Executive Directors of the company in terms of level of
competence of in steering the company; (iii) The review and assessment of the flow of
information by the company to the board and manner in which the deliberations take place,
the manner of placing the agenda and the contents therein; (iv) The review of the
performance of the directors individually, its own performance as well as evaluation of
working of its committees shall be carried out by the board The Board of Directors has
carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the provisions of the Act.
The performance of the board was evaluated by the board, after seeking inputs from all
the directors, on the basis of the criteria such as the board composition and structure,
effectiveness of board processes, information and functioning etc .
The performance of the committees was evaluated by the board after seeking inputs from
the committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc
The board and the nomination and remuneration committee reviewed the performance of the
individual directors on the basis of the criteria such as the contribution of the
individual director to the board and committee meetings like preparedness on the issues to
be discussed, meaningful and constructive contribution and inputs in meetings, etc.
Separate meeting of independent director was held to evaluate the performance of
non-independent directors, performance of the board as a whole, taking into account the
views of executive directors and nonexecutive directors. Performance evaluation of
independent director was done by the entire board, excluding the independent director
being evaluated.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to SEBI (LODR) Regulations, 2015, and Circular/Notifications/Directions issued
by RBI from time to time, Report on Management Discussion and Analysis is annexed
herewith.
SUBSIDIARY COMPANIES:
The company does not have any subsidiary company.
DIRECTORS RESPONSIBILITY STATEMENT:
In pursuance of Section 134 (3) (c) read with Section 134(5) of The Companies Act,
2013, and based on information provided by the management, your Directors hereby confirm
that:
a) In the preparation of the annual accounts, the applicable accounting standards have
been followed; b) Accounting policies selected were applied consistently. Reasonable and
prudent judgments and estimates were made so as to give a true and fair view of the state
of affairs of the Company as at March 31, 2023 and of the profit of the Company for the
year ended on that date; c) Proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of The Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting frauds
and other irregularities; d) The annual accounts of the Company have been prepared on a
going concern basis; e) Internal Financial Controls have been laid down to be followed by
the Company and such Internal Financial Controls were adequate and were operating
effectively; f) Systems to ensure compliance with the provisions of all applicable laws
were in place and were adequate and operating effectively.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
The Company strives to incorporate the appropriate standards for corporate governance.
However pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015the Company is not required to mandatorily comply with the
provisions of certain regulations of the SEBI(Listing Obligations and Disclosure
Requirements) Regulations, 2015 and therefore the Company has not provided a separate
report on Corporate Governance, although few of the information are provided in this
report under relevant heading.
In terms of Section 136 of The Companies Act, 2013, the reports and accounts are being
sent to the members and others entitled hereto in the prescribed form.
RELATED PARTY TRANSACTIONS:
All contracts / arrangements / transactions entered by the Company with related parties
are in the ordinary course of business and on an arms length basis. Your directors draw
attention of the Members to Note no. 24 to the Financial
Statements which sets out related party disclosures.
During the year, the Company had not entered into any contract / arrangement /
transaction with related parties which could be considered material in accordance with the
policy of the Company on materiality of related party transactions, accordingly
information is not given in Form AOC-2.
The Policy on materiality of related party transactions and dealing with related party
transactions as approved by the
Board may be accessed on the Companys website at the link
http://srgfin.com/AdminPannel/DataImages/DocumentUploads/281_RELATED%20PARTY%20TRAN
SACTION%20POLICY.pdf
RISK MANAGEMENT POLICY:
A well-defined risk management mechanism covering the risk mapping and trend analysis,
risk exposure, potential impact and risk mitigation process is in place. The objective of
the mechanism is to minimize the impact of risks identified and taking advance actions to
mitigate it. The mechanism works on the principles of probability of occurrence and
impact, if triggered. A detailed exercise is being carried out to identify, evaluate,
monitor and manage both business and non-business risks.
CORPORATE SOCIAL RESPONSIBILTY POLICY:
Pursuant to the provisions of Section 135 and Schedule VII of The Companies Act, 2013,
at present the CSR provisions are not applicable to the Company.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined by board. To maintain its objectivity and independence, the Internal Auditor
reports to the Chairman of the Audit Committee of the Board and/or to the Managing
Director.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal
control system in the Company, its compliance with operating systems, accounting
procedures and policies of the Company.
Based on the report of internal auditor, respective heads undertake corrective actions
in their respective areas and thereby strengthen the controls. Significant audit
observations and recommendations along with corrective actions thereon are presented to
the Audit Committee of the Board and/or to the Managing Director.
AUDITORS:
STATUTORY AUDITOR:
In accordance with provisions of Companies Act, 2013 the current Statutory Auditor M/S
Valawat &Associates, Chartered Accountants, (Registration No. 003623C) appointed by
the members at the 27th Annual General Meeting held on September 30, 2022 as
the statutory Auditor of the Company for a period of five years upto the conclusion of 32nd
Annual General Meeting.
The Statutory Auditors have audited the books of accounts of the Company for the
financial year ended March 31, 2023 and have issued the Auditors Report thereon.
The Statutory auditors report annexed to the financial statements for the year under
review does not contain any qualifications, reservations or adverse remarks
The details of remuneration paid by the Company to M/S Valawat &Associates,
Chartered Accountants are provided in note no. 23 of the financial statements.
During the year under review, the statutory auditor have not reported and instances of
fraud committed in the Company by its officers or employee to the Board/Audit Committee
under Section 143(12) of the Companys Act, 2013.
SECRETARIAL AUDITOR:
Mr, Shiv Hari Jalan, Practicing Company Secretary was appointed as the Secretarial
Auditor of the Company for the financial year 2022-23 by the Board of Directors pursuant
to provisions of The Companies Act, 2013 and Rules there under. Secretarial audit report
as provided by Mr. Shiv Hari Jalan, Practicing Company Secretary is annexed to this
Report.
SECRETARIAL STANDARDS
During the year under review, the Company complies with the applicable Secretarial
Standards i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India.
QUALIFICATIONS IN AUDITR EPORT:
There are no qualifications, reservations or adverse remarks or disclaimer made: (a) By
the Statutory Auditor in his report; and (b) By the Company Secretary in Practice in his
Secretarial Audit Report.
PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013, if any, apart from the loans made, guarantee given or
security provided by the Company in the ordinary course of business, are given in the
Notes to accounts forming part of the Audited Financial Statements for the year ended
March 31,2023.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
(A) Conservation of energy:
The Companys operations are not power intensive. Nevertheless, your Company is taking
every step to conserve and minimize the use of energy wherever possible such as using
energy efficient computer terminals, purchasing energy efficient equipments etc.
(B) Technology absorption:
The Company has imported no technology. Indigenous technology available is continuously
upgraded to improve overall performance
(C) Expenditure incurred on research and development:
The Company has no formal research and development department but the Company is
continuously making efforts to strengthen research and development activities to improve
quality and reduce cost.
(D)Foreign exchange earnings and Outgo:
During the year under review there was no earnings and outgo in foreign exchange.
REQUIREMENT FOR MAINTENANCE OF COST RECORDS:
Since the Company is Non-Banking Finance Company (NBFC), the Company is not required to
maintain cost records as specified by the Central Government under section 148 (1) of the
Companies Act, 2013.
EXTRACT OF ANNUAL RETURN:
Pursuant to the provision of Section 134(3)(a) of the Act, the copy of Annual Return in
Form MGT-7 as required under section 92(3) of the Act is placed on the website of the
Company at http://www.srgfin.com/.
PARTICULARS OF EMPLOYEES:
As at March 31, 2023, there was no employee employed throughout the year who was in
receipt of remuneration of Rs. 1.02 Crores or more per annum or Rs. 8.50 Lakhs or more per
month, if employed for the part of the year.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no material changes and commitments affecting financial position of the
Company between March 31, 2023 and the date of Boards Report.
CHANGE IN THE NATURE OF BUSINESS:
There are no changes in the nature of Business.
DETAILS RELATING TO DEPOSITS:
Your Company has not accepted any deposits from the public during the year under review
.The Company has been granted registration by the Reserve Bank of India, as a non-deposit
taking NBFC. Being so, the Company has neither accepted in the past nor has any future
plans to accept any public deposits.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
The Company has been following directions, guidelines, circulars issued by SEBI, BSE,
MCA, RBI etc. from time to time relating to companies and that there are no significant
& material orders passed by these regulators so far.
DISCLOSURES ON MANAGERIAL REMUNERATION:
Details of Managerial remuneration as required under Rule 5(1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with The Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is given as
Annexure to this report.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2022-23 and
2023-24 to BSE where the
Companys Shares are listed.
INVESTOR COMPLAINTS AND COMPLIANCE:
During the year company has not received any investor complaints and that as on date no
complaints are pending.
EARNINGS PER SHARE (EPS):
The Earnings Per Share (EPS) is Rs. 0.97 as at March 31, 2023 as against Rs. 0.72 as at
March 31, 2022.
CAPITAL ADEQUACY:
Your Companys capital adequacy ratio was 102.30% as on 31st March, 2023
(previous year 108.90%).
VIGIL MECHANISM:
The Company has established a vigil mechanism and accordingly framed a Whistle Blower
Policy. The policy enables the employees to report to the management instances of
unethical behavior actual or suspected fraud or violation of Companys Code of Conduct.
Further the mechanism adopted by the Company encourages the Whistle Blower to report
genuine concerns or grievances and provide for adequate safe guards against victimization
of the Whistle Blower who avails of such mechanism and also provides for direct access to
the Chairman of the Audit Committee in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None of the Whistle
blowers has been denied access to the Audit Committee of the Board. The Whistle Blower
Policy of the Company is available on the website of the Company www.srgfin.com .
NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:
Your Company adhered to the prudential guidelines for Non-performing Assets (NPAs),
issued by Reserve Bank of India, as amended from time to time. As per the prudential
norms, the income on such NPAs is not to be recognized if unrealized. As per the
prudential norms prescribed by the Reserve Bank of India, the Company has made provision
for contingencies on standard as well as non-performing assets.
DECLARATION UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
As required under the provision of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and rules framed thereunder, the Company has
implemented a policy on Sexual Harassment of Women at Workplace. An internal complaint
committee has been set up to receive complaints, investigate matter and report to the
management. An Internal Committee has been constituted to receive complaints, investigate
matter and report to the management. Pursuant to the provisions of Section 22 of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013,
the complaints received thereunder and the details relating thereto are as follows:
(a) Number of complaints pending at the beginning of the year:Nil (b) Number of
complaints received during the year: Nil (c) Number of complaints disposed of during the
year: Nil
(d) Number of cases pending at the end of the year: Nil
Your Directors state that during the year under review, there were no cases filed
pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this report for the items
prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules,
2014 and other applicable provisions of the act and listing regulations, to the extent the
transactions took place on those items during the year. Your Directors further state that
no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review;
i. Equity Shares with differential rights as to dividend, voting or otherwise; ii.
Issue of shares (including sweat equity shares) to employees of the Company under any
scheme save and ESOS; iii. Annual Report and other compliances on Corporate Social
Responsibility; iv. There is no revision in the Board Report or Financial Statement; v. No
significant or material orders were passed by the Regulators or Courts or Tribunals which
impact the going concern status and Companys operations in future vi. Information on
subsidiary, associate and joint venture companies
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as specified under Section
143(12) of the Companies Act, 2013.
LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE
INTERESTED BY NAME AND AMOUNT:
There are no loans and advances in the nature of loans to firms/companies in which
directors are interested
DISCLOSURE UNDER RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:
During the year under review the Company has not made any application nor any
proceedings are pending under the Insolvency and Bankruptcy Code, 2016. Further there were
no instances of one-time settlement for any loans taken from the Banks or Financial
Institutions.
REGULATORY COMPLIANCES
The Company is in compliance with applicable Circulars, Notification and Guidelines
issued by the RBI from time to time.
Your Company is also in compliance with the applicable provisions of the Companies Act,
2013 and rules thereunder, Secretarial Standards, SEBI LODR Regulations and other
applicable statutory requirements. For more details regarding compliances, please refer
the Secretarial Audit Report enclosed to this report.
A NOTE OF APPRECIATION:
Your Directors of the Company place on record their appreciation for the advice,
guidance and support given by various regulatory authorities including the Reserve Bank of
India (RBI), Securities and Exchange Board of India (SEBI), Ministry of Corporate Affairs
(MCA), Stock Exchange (BSE), Depositories (NSDL & CDSL) and all the bankers and
Lenders of the Company. The Directors would also like to acknowledge the role of all its
stakeholders shareholders, borrowers, key partners and lenders for their continuing
support to the Company. Directors also record their appreciation for the dedicated
services of the employees and their contribution to the growth of the Company. The Board
would also like to express its sincere appreciation to all the Companys valued
Shareholders, Registrar & Share Transfer Agent, Rating agencies, local/ statutory
authorities, Service Providers and Counselors for their continued support and patronage.
Best Wishes
Vinod K. Jain |
Seema Jain |
Managing Director |
Director |
DIN: 00248843 |
DIN: 00248706 |
Date: 05-09-2023 Place:- Udaipur
+91-9892691696
