Saraswati Commer Director Discussions


The Members,

The Directors of the Company are pleased to present their 40th Annual Report together with the annual audited consolidated and standalone financial for the financial year ended 31st March, 2023.

1. FINANCIAL PERFORMANCE:

The summary of the Companys financial performance for the year under review along with previous year figures are given hereunder:

(Rs. in Lakhs except EPS)

Particulars

Standalone

Consolidated {Consolidation Subsidiaries with & Associate}

Year ended 31.03.2023 Year ended 31.03.2022 Year ended 31.03.2023 Year ended 31.03.2022
Total Income (I) 2,398.21 8,680.78 2,402.70 8,691.59
Total Expenses (II) 492.15 318.76 493.20 319.58
Profit before tax (I-M=IM) 1,906.06 8,362.02 1,909.51 8,372.01
Less: Tax Expenses (IV) 739.66 1,874.12 739.18 1,876.77
Profit after Tax (III-IV=V) 1,166.40 6,487.90 1,170.33 6,495.23
Share in profit/(loss) of associates (VI) - - - -
Profit after Tax & share in profit/(loss) of associates (V+VI=VII) 1,166.40 6,487.90 1,170.33 6,495.23
Other Comprehensive Income before share in profit/(loss) of associates and tax (VIII) (19.57) 7,836.59 4.41 8,064.11
Less: Tax Expenses on Other Comprehensive Income (IX) 18.25 761.79 20.90 790.19
Share in other comprehensive income of associates (X) - - - -
Other Comprehensive Income for the year (VIII-IX+X= XI) (37.82) 7,074.80 (16.49) 7,273.92
Total Comprehensive Income (VII+XI= XII) 1,128.58 13,562.70 1,153.84 13,769.16
Net Profit attributable to:
Owners of the company - - 1,168.81 6,492.35
Non-controlling interest - - 1.52 2.88
Other comprehensive Income attributable to:
Owners of the company - - (24.78) 7,196.58
Non-controlling interests - - 8.29 77.34
Total comprehensive Income attributable to:
Owners of the company - - 1,144.03 13,688.93
Non-controlling interests - - 9.81 80.22
Earnings per share (EPS)
Basic 113.25 631.25 113.48 631.69
Diluted 113.25 631.25 113.48 631.69

Note: figures are represented in Ind-AS

2. OPERATIONS AND OVERVIEW OF FINANCIAL PERFORMANCE:

The financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (the Act) read together with the Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time, other relevant provisions of the Act on an accrual basis. During the financial year 2022-2023, the stock market was in the negative zone. The Nifty 50 index declined by 1.76% and S&P BSE Sensex declined by 0.48%. Even though the market conditions were adverse, the Company has managed to sustain profitability.

• Revenues - Standalone:

The standalone revenue from operations and other income of the Company stood at Rs. 2,398.21 Lakhs for the financial year ended 31st March, 2023 as against Rs. 8,680.78 Lakhs in the previous financial year. After providing for Depreciation the Company has earned a profit before tax of Rs. 1,906.06 Lakhs as against Rs. 8,362.02 lakhs. After making provision for tax for the year; the profit for the year amounted to Rs. 1,166.40 Lakhs as against Rs. 6,487.90 lakhs.

The Companys other comprehensive income (net of tax) for the financial year ended 31st March, 2023 was Rs. (37.82) lakhs compared to Rs. 7,074.80 Lakhs in previous year. The companys total comprehensive income for the financial year ended 31st March, 2023 was profit of Rs. 1,128.58 Lakhs as against Rs. 13,562.70 Lakhs in the previous financial year.

• Revenues - Consolidated:

The Company has consolidated its subsidiaries in the financial statement as per Ind AS 110 "Consolidated Financial Statement" & of its associate Companies in accordance with Ind AS 28 "Accounting for- Investments in Associates and Joint Ventures" by using "Equity Method" of consolidation.

The consolidated revenue from operations and other income of the Company stood at Rs. 2,402.70 Lakhs for the financial year ended 31st March, 2023 as against Rs. 8,691.59 Lakhs in the previous financial year. After providing for Depreciation the Company has earned a profit before tax of Rs. 1,909.51 Lakhs as against Rs. 8,372.01 Lakhs. After making provision for tax for the year; the profit for the year amounted to Rs. 1,170.33 Lakhs as against profit of Rs. 6,495.23 Lakhs in previous financial year.

Companys other comprehensive income (net of tax) for the financial year ended 31st March, 2023 was profit of Rs. (16.49) Lakhs compared to profit of Rs. 7,273.92 Lakhs in previous year. The companys total comprehensive income for the financial year ended 31st March, 2023 was profit of Rs. 1,153.84 Lakhs as against Rs. 13,769.16 Lakhs in the previous financial year.

3. DIVIDEND:

Your Directors do not recommend any dividend for the year ended on 31st March 2023 with a view to conserve the resources for future.

4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

5. TRANSFER TO RESERVE:

Under section 45-IC(1) of the Reserve Bank of India Act, 1934, Non-Banking Financial Companies (NBFCs) are required to transfer a sum of not less than 20% of its net profit every year to the reserve fund. Your Company has transferred a sum of Rs. 233.28 Lakhs to Reserves u/s. 45 IC(1) of the Reserve Bank of India Act.

6. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There were no changes in nature of the business of the Company done during the year.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

• Subsidiaries:

The following Companies are the Subsidiaries:

Sr. No. Name of the subsidiaries % of holding
1 Sareshwar Trading and Finance Private Limited 60.77
2 Arkaya Commercial Private Limited 61.83

• Associates:

The Company has the following Associate:

Sr. No. Name of the associate % of holding
1 Arcies Laboratories Limited 31.03

Financial Highlights of Subsidiaries & Associates:

(Rs. in Lakhs - Except EPS)
Particulars

Subsidiaries

Associate
Sareshwar Trading and Finance Private Limited Arkaya Commercial Private Limited Arcies Laboratories Limited

Year ended 31st March, 2023 {Standalone figures}

Total Income (I) 1.49 3.00 7.01
Total Expenses (II) 0.42 0.62 4.42
Profit before share in profit/(loss) before tax (I-II= III) 1.07 2.38 2.59
Less: Tax expenses (IV) (0.48) - 1.37
Profit/ (loss) for the year (III-IV= V) 1.55 2.38 1.22
Other Comprehensive Income before tax (VI) 15.40 8.58 -
Less: Tax Expenses on other Comprehensive Income (VII) (1.76) (0.89) -
Other Comprehensive Income (VI-VII= VIII) (Net of Tax) 13.64 7.69 -
Total Comprehensive Income (V+VIII= IX) 15.19 10.07 1.22
Earnings per Share (EPS)
Basic 1.01 8.25 15.19
Diluted 1.01 8.25 15.19

• Joint Ventures:

The company has no Joint Ventures.

• Salient Features of Subsidiaries and Associates:

Pursuant to Section 129 (3) of the Companies Act, 2013 read with the Rules (5) of the Companies (Accounts) Rules, 2014 the salient feature of Financial Statement of Associates in Form AOC 1 which forms part of the annual report.

8. BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of the Board is in accordance with provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations, with an appropriate combination of Non-executive and Independent Directors.

The Company has the following 6 (six) directors on its Board, 3 (three) of whom are Independent Directors.

Name of the Director Date of appointment Date of Resignation Position held
Mr. Ritesh Zaveri 13.11.2017 - Chairman, Non- Executive Director
Mr. Hetal Khalpada 14.05.2021 - Non- Executive Director
Mr. Sandeep Kumar Kejariwal 25.07.2019 - Non- Executive Director
Mr. Ketan Desai 13.02.2015 - Non- Executive Independent Director
Mrs. Rupal Vora 28.04.2021 - Non- Executive Independent Director
Mr. Vallabh Prasad Biyani 11.02.2022 - Non- Executive Independent Director

• Women Director:

In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17 (1) of Listing Regulations a Company shall have at least one woman director on the board of the Company. Your Company has one women director on the Board.

Sr. No. Name of the Director Date of appointment
1 Mrs. Rupal Vora Mrs. Rupal Vora was appointed as a Non-Executive Independent Director w.e.f. 23rd September, 2021

• Retirement by rotation:

In terms of the provisions of the Companies Act, 2013 Mr. Ritesh Zaveri, Director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM. A brief profile of Director proposed to be re-appointed is given in the notes to the Notice of the ensuing AGM.

• Appointment and re-appointment:

During the year under review, Mr. Vallabh Prasad Biyani (DIN: 00043358) who was appointed as an Additional (Non-Executive) Independent Director w.e.f. 11th February, 2022 was regularized as a Non-Executive Independent Director w.e.f. 8th May, 2022 through Postal Ballot. Further, in terms of the SEBI Listing Regulations and the amendment thereof, any Non-Executive Director who has attained the age of seventy five years has to take the prior approval of shareholders by way of passing a Special Resolution for continuation his directorship in the Company. Mr. Vallabh Prasad Biyani had attained the age of 75 years on 31st March, 2023, hence approval by way of Special Resolution was taken through Postal Ballot on 17th March, 2023.

Mr. Vallabh Prasad Biyani is a person of integrity and considering his qualifications, extensive knowledge and rich experience in the field of Finance & Accounts, his appointment is in the interest of the Company. His association with the Company is of immense benefit and value to the Company. He is independent of the management of the Company and fulfils the conditions specified in the Act, and the rules made thereunder for appointment as an Independent Director.

The Company has devised a policy on directors appointment and remuneration including criteria for deeming qualifications, independence of director and other matter provided under sub-section (3) of section 178. Such Nomination & Remuneration policy devised by the company can be accessed on the website of the company- www.saraswaticommercial.com.

• Evaluation of Board, its committees & Directors:

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of the Listing Regulations, the Board carried out evaluation of its own as well as performance of that of its committees. The Board also carried out performance evaluation of all the individual directors. Additionally, the Nomination and Remuneration committee of the Board also carried out the evaluation of the performance of the individual directors. The performance evaluation was carried out by the way of obtaining feedback from the directors through a structured questionnaire prepared in accordance with the Board evaluation policy.

The structured questionnaire prepared to evaluate the performance of individual directors, the Board and committees contained various different parameters.

The performance evaluation of the Non-Independent directors was carried out by the Independent Directors at their separate meeting held on 31st January, 2023.

• Declaration from Independent Directors:

All the Independent Directors have confirmed to the Board they meet the criteria of Independence as specified under section 149(6) of the Companies Act, 2013, and that they qualify to be the Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, they have also confirmed that they meet the requirements of Independent directors as mentioned under Regulation 16(1)(b) of the Listing Regulations.

• Key Managerial Personnel & Senior Management Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the company are as follows:

Sr. No. Name Designation
1 Mr. Rajiv Pathak Chief Executive Officer
2 Mrs. Vaishali Dhuri Chief Financial Officer
3 Ms. Avani Sanghavi Company Secretary & Compliance Officer
4 Ms. Meenakshi Bishnoi Chief Compliance Officer* (Appointed w.e.f. 10.08.2023)

*In compliance with the requirement of Reserve Bank of India - Scale Based Regulatory Framework, the Company has appointed Ms. Meenakshi Bishnoi as Chief Compliance Officer of the Company with effect from 10th August, 2023.

There has been no change in the KMP during the year under review.

Pursuant to the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023, the Senior Management personnel (SMP) of the Company is as follows:

Sr. No. Name Designation
1 Mr. Sanket Baheti Chief Information Officer

There has been no change in the SMP during the year under review.

9. RBI GUIDELINES:

RBI vide notification RBI/2022-23/129 DOR.CRE.REC.No.78/03.10.001/2022-23 dated October 11, 2022 clarified that applicable NBFCs that are part of a common Group or are floated by a common set of promoters should not be viewed on a standalone basis and thus to determine the layer in which the Company would be classified total assets of all the NBFCs in a group would be considered. Thus in view of both the notifications of RBI dated October 22, 2021 & October 11, 2022, your Company would be classified under Middle Layer as the total asset size of all the Companies in the Group exceeds Rs. 1000 crore. The NBFC Companies in the group that were taken into consideration for classification include Winro Commercial (India) Limited, Singularity Holdings Limited & GeeCee Fincap Limited.

The Company continues to comply with the Master Direction for Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time. In compliance with the requirement of Scale Based Regulatory Framework read with Notification dated April 11, 2022 for Compliance Function and Role of Chief Compliance Officer (CCO) - NBFCs, the Company has appointed Ms. Meenakshi Bishnoi as Chief Compliance Officer of the Company for a period of 3(three) years with effect from August 10, 2023. The Board periodically reviews the policies and approves amendments in lines with RBI guidelines as and when necessary.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirements of Section 134 (3) (c) of the Companies Act, 2013, your Directors confirm the following that:

a) in the preparation of the annual accounts for the year ended on 31st March, 2023, the applicable accounting standards have been followed;

b) the Directors have 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 31st March, 2023 and of the profit of the Company as on that date;

c) the Directors have taken proper and sufficient care 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 fraud and other irregularities.

d) the Directors have prepared the annual accounts for the year ended 31st March, 2023 on a going concern basis.

e) the Directors have laid down Internal Financial Controls to be followed by the company and that such Internal Financial Controls are adequate and are operating effectively.

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

11. CORPORATE GOVERNANCE:

The Company is committed to adhere to the Corporate Governance Requirements set out by the Securities and Exchange Board of India (SEBI).

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this report.

The requisite certificate from M/s. Nishant Jawasa & Associates, Company Secretaries confirming compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of the Listing Regulations is included as a part of this report.

12. COMMITTEES OF THE BOARD:

The Company has various Committees which have been constituted as a part of good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

Details of the following Committees constituted by the Board along with their composition, terms of reference and meetings held during the year are provided in the Report on Corporate Governance which forms a part of this Annual Report:

i) Audit Committee

ii) Nomination and Remuneration Committee

iii) Stakeholders Relationship Committee

iv) Corporate Social Responsibility Committee

v) Risk Management Committee

vi) Asset Liability Management Committee

vii) IT Strategy Committee

The details with respect to the composition, powers, roles, terms of reference, meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

13. NOMINATION AND REMUNERATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to Remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members.

The policy is displayed on the website of the Company at -

https://www.saraswaticommercial.com/policies/Policy%20-%20Nomination%20&%20Remuneration.pdf

14. AUDITOR AND AUDITORS REPORT:

STATUTORY AUDIT:

In accordance with section 139 of Companies Act, 2013, M/s. Ajmera Ajmera & Associates, Chartered Accountants, (FRN: 123989W), were appointed as Statutory Auditors of the Company at the 39th Annual General meeting (AGM) to hold office for a period of five years from the conclusion of the 39th AGM until the conclusion of 44th AGM. Members may note that the first provision to section 139 of the Companies Act, 2013 which requires ratification of the appointment of Statutory Auditors by the Members at every AGM has been omitted by the Companies (Amendment) Act, 2017 with effect from 7th May, 2018. Accordingly, matter for ratification of appointment of statutory auditors at the ensuing AGM has been withdrawn from the Statute. Hence, the resolution seeking ratification of the Members for continuance of their appointment at this AGM is not being sought.

There are no qualifications, reservations or adverse remarks made by M/s Ajmera Ajmera & Associates, Statutory Auditors in their report for the financial year ended 31st March, 2023. The Auditors Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the Listing Regulations, the Board of Directors of the Company had appointed M/s Nishant Jawasa & Associates, a firm of the Company Secretaries in Practice (C.P. No 6993) to conduct Secretarial Audit of the Company for the financial year ended 31st March, 2023. The Secretarial Audit Report for the financial year ended 31st March, 2023 is appended to this Report in Form MR-3.

The Secretarial Audit Report does not contain any qualifications, reservations or adverse remark. The Secretarial Audit Report (MR-3) forms part of this Annual Report as "(Annexure-1)" to the Directors Report.

Pursuant to Regulation 24A(2) of the SEBI Listing Regulations, a report on secretarial compliance has been issued by M/s Nishant Jawasa & Associates for the financial year ended 31st March 2023 and the same has been submitted to stock exchanges. There are no observations, reservations or qualifications in the said report.

The Company does not have any material subsidiaries, therefore, the provisions of Regulation 24A of the SEBI Listing Regulations pertaining to secretarial audit is not applicable with respect to the subsidiaries of the Company.

INTERNAL AUDIT:

During the year under review, M/s. Rajiv A. Gupta & Associates, Chartered Accountants, were re-appointed as the Internal Auditors of the Company in accordance with the applicable provisions of the Act.

COST AUDIT AND MAINTANANCE OF COST RECORDS:

The Cost Audit as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not required and accordingly no such cost accounts and records are made and maintained by the Company.

SECRETARIAL STANDARDS:

The company has complied with the applicable secretarial standards issued by the Institute of Companies Secretaries of India on meeting of the Board of Directors and General Meeting.

15. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The policy is displayed on the website of the company at -http://www.saraswaticommercial.com/policies/Policv%20Qn%20Prevention%20of%20Sexual%20Harassment.pdf.

The provisions and guidelines of the Internal Complaints committee are not applicable to the Company. However, during the financial year 2022-23, the Company has not received any complaints on sexual harassment and no complaints remain pending as of 31st March, 2023.

16. PUBLIC DEPOSITS:

The Company has not accepted any deposit from the public under Chapter V of the Companies Act, 2013 or under the corresponding provisions of Section 58A of the Companies Act, 1956 and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of balance sheet.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

A] Conservation of Energy and Technology Absorption:

i) The step taken or impacts on conservation of energy - The operation of your Company are not energy intensive. However, adequate measures have been initiated for conservation of energy.

ii) The steps taken by the Company for utilizing alternative sources of energy - though the operations of the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when necessity arises.

iii) The capital investment on energy conservation equipments - NIL

B] Foreign Exchange Earnings & Outgo:

(Rs. In Lakhs)
PARTICULARS 2022-2023 2021-2022
Foreign Exchange Earning Nil Nil
Foreign Exchange Outgo Nil Nil

C] Technology Absorption:

a. The Company primarily being an investment company and not involved in any industrial or manufacturing activities, has no particulars to report regarding technology absorption as required under section 134 of the Act and Rules made thereunder.

b. The benefits derived like product improvement, cost reduction, product development: Not Applicable

c. The Expenditure incurred in Research & Development: Nil

18. PARTICULARS OF REMUNERATION

The information required under Section 197(12) of the Companies Act, 2013 and the Rules made there-under, in respect of the employees of the company

a) The ratio of the remuneration of each director to the median remuneration of the employee of the company for the financial year:

No remuneration is been paid to the Directors of the company. However the Independent Directors are paid sitting fees for attending the meeting of the Board & committees and the details of the same are furnished in Form MGT- 7, which is available on the Companys website.

b) The percentage of increase/ (decrease) in remuneration of each Director, Chief Executive Officer (CEO), Chief Financial Officer(CFO) and Company Secretary (CS) if any, in the financial year-

Kindly note that no remuneration is been paid to the Directors of the Company.

Name of the Person % of increase/(decrease)
Rajiv Pathak (CEO) 9.91%
Vaishali Dhuri (CFO) 8.05%
Avani Sanghavi (CS) 13.07%

c) The percentage increase/ (decrease) in the median remuneration of employees in the financial year - 3.36%

d) The number of permanent employees on the rolls of company as on 31st March, 2023 - 9 (Nine)

e) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The average increase in salaries of employees other than managerial personnel in 2022-23 was 7.19%. Percentage increase in the managerial remuneration for the year was 10.34%.

f) The key parameters for any variable component of remuneration availed by the directors:

No variable component of remuneration has been availed by the directors.

g) Affirmation that the remuneration is as per the remuneration policy of the Company.

The Companys remuneration policy is driven by the success and performance of the individual employees and the Company. Through the compensation package, the Company endeavours to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

h) Details Pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and forming part of the directors report for the year ended 31st March, 2023.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. In terms of the proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members excluding the aforesaid annexure. The said statement is available for inspection with the Company. Any Member interested in obtaining a copy of the same may write to the Company Secretary at saraswati.investor@gcvl.in.

19. EXTRACT OF ANNUAL RETURN:

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31st March, 2023 in Form No. MGT-7, is available on the Companys website and can be accessed -https://saraswaticommercial.com/corporate/Form MGT 7%20for%20the%20y.e.%2031.03.2023.pdf

20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

The loan made, guarantee given or security provided in the ordinary course of business by a NBFC registered with RBI are exempt from the applicability of the provisions of Section 186 of the Act. However, the details of Loans, Guarantees and Investments made are given in the Notes to the Financial Statements.

21. INDEPENDENT DIRECTORS DECLARATION:

The Independent Directors hold office for a fixed term of five years and are not liable to retire by Rotation. In accordance with Section 149(7) of the Companies Act, 2013 (Act) and Regulation 25(8) of the Listing Regulations, Mr. Ketan Desai, Mrs. Rupal Vora and Mr. Vallabh Prasad Biyani have given a written declaration to the Company confirming that they meet the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013 and SEBI Listing Regulations and the same have been considered and taken on record by the Board. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs, Manesar (IICA). The Independent Directors are also required to undertake online proficiency self-assessment test conducted by the IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

All the Independent Directors of the Company are exempt from the requirement to undertake the online proficiency self-assessment test conducted by IICA.

22. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has familiarized its independent Directors to provide insights into the Company and to enable them to understand the Companys business in depth, to familiarize them with the processes and functionaries of the Company to assist them in understanding their roles and responsibilities. Further, the Independent Directors are provided with opportunity to interact with the Management of the Company and help them to understand the Companys strategy, their roles, rights, responsibilities in the Company, nature of the industry in which the company operates, business model of the company and such other areas as may arise from time to time through various programmes.

The said program was conducted for the familiarization of Independent directors. The details of the same can found on the website of the company -

https://saraswaticommercial.com/policies/final%20Details of Familiarisation Programme Saraswati%2031.01.2023.pdf

23. DISCLOSURES:

• RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. The details regarding materially significant related party transactions made by the Company which may have a potential conflict with the interest of the Company at large are disclosed in Form AOC-2 (Annexure-3) which forms a part of this Annual report.

The Board has formulated Policy on Related Party Transactions, pursuant to the applicable provisions of the Companies Act, 2013 and SEBI Listing Regulations and the same is displayed on the Companys website at https://www.saraswaticommercial.com/policies/Saraswati-Related%20Partv%20Transaction%20Policv.pdf.

Further, the details on the transactions with related parties are provided in the accompanying financial statements.

• CEO AND CFO CERTIFICATION:

The Chief Executive Officer and the Chief Financial Officer of the Company have given a Certificate to the Board as contemplated in Regulation 17 of the SEBI Listing Regulations. The Certificate forms a part of this Annual Report.

• CODE OF CONDUCT:

The Board of Directors have laid-down a "Code of Conduct" (Code) for all the Board Members and the senior management personnel of the Company and the same Code is displayed on the Website of the Company - www.saraswaticommercial.com. Annual declaration is obtained from every person covered by the Code.

• MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis report as stipulated in Regulation 34 and Schedule V of Listing Regulations is presented in a separate section forming part of this Annual Report.

24. POLICIES AND PROGRAMMES:

The Listing Regulations mandated the formulation of certain policies for all listed companies. All such policies which are applicable to the company are available on our website (https://saraswaticommercial.com/policies-and-code.asp). The policies are reviewed by the Board and updated based on need and new compliance requirements.

The policies and programmes adopted by the company along with their web links are as follows:

Sr. No. Name of the policy Web link
1 Document Retention and Archival Policy https://saraswaticommercial.com/policies/Policv%20-%20 Document%20Retention%20and%20Archival%20Policv.pdf
2 Policy for determination of Materiality https://saraswaticommercial.com/policies/Policv%20-%20 Materialitv.pdf
3 Policy on prevention of sexual harassment https://saraswaticommercial.com/policies/Policv%20On%20 Prevention%20of%20Sexual%20Harassment.pdf
4 Nomination & Remuneration Policy https://saraswaticommercial.com/policies/Policv%20-%20 Nomination%20&%20Remuneration.pdf
5 CSR Policy https://saraswaticommerdal.com/policies/CSR%20Policv- Saraswati%202021.pdf
6 Vigil Mechanism Policy https://saraswaticommercial.com/policies/Policv%20-%20 Whistle%20blower%20&%20Viail%20Mechanism.pd1
7 Related Party Transaction Policy https://saraswaticommercial.com/policies/Saraswati- Related%20Partv%20Transaction%20Policv.pdf
8 Board Evaluation Policy https://saraswaticommercial.com/policies/Policv%20-%20 Board%20Evaluation.pdf
9 Board Diversity https://saraswaticommercial.com/policies/Policv%20-%20 Diversitv%20of%20the%20Board.pdf
10 Succession Policy https://saraswaticommercial.com/policies/Policv%20-%20 Succession%20Policv.pdf
11 Familiarisation Programme for Independent Directors https://saraswaticommercial.com/policies/final%20Details of Familiarisation Proaramme Saraswati%2031.01.2023.pdf
12 Code for Prevention of Insider Trading https://saraswaticommercial.com/policies/Saraswati%20-%20 Insider%20Tradina%20Code%20-%2004.04.2019.pdf

25. NUMBER OF MEETINGS OF THE BOARD, ANNUAL GENERAL MEETING AND EXTRA ORDINARY GENERAL MEETINGS & POSTAL BALLOTS:

During the year, Four (4) meetings of the Board of Directors were held. The maximum time gap between any two Meetings was not more than one hundred and twenty days. These Meetings were well attended.

The 39th Annual General Meeting of the Company was held on 22nd September, 2022. However, During the year under review, no Extraordinary General Meeting were held.

During the financial year 2022-23, ordinary as well as special resolutions were passed with the requisite majority through postal ballot on 8th May, 2022 and 17th March, 2023 by the members of the Company in accordance with the applicable provisions of the Act and the SEBI Listing Regulations.

Detailed information on the Meetings of the Board, its Committees, the AGM/ EGM & Postal Ballots is included in the Report on Corporate Governance, which forms part of this Annual Report.

26. RISK MANAGEMENT & INTERNAL FINANCIAL CONTROLS:

• Risk is an integral part of the business and almost every business decision requires the management to balance risk and reward. The Company has in place Risk Management committee and Risk Management Policy framed in accordance with the Risk Management framework as issued by Reserve Bank of India ("RBI") vide Master Direction DNBR. PD. 008/03.10.119/2016-17 dated September 01, 2016 ("RBI Circular") and Master Direction issued by the Reserve Bank of India for Non-Banking Financial Company (Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016) and amendments thereon.

• The Company has in place adequate Internal Financial Controls with reference to financial statements. During the year, no material or serious observations have been highlighted for inefficiency or inadequacy of such controls.

Report of the Statutory Auditors on the Internal Financial Controls with reference to the financial statements as required under clause (i) of Sub-section 3 of Section 143 of the Companies Act,2013 ("the Act") forms part of this Annual Report as Annexure-A to the Auditors Report.

27. INSURANCE:

The company has adequately insured all its Assets and properties.

28. CORPORATE SOCIAL RESPONSIBILITY:

The Corporate Social Responsibility (CSR) committee is established by the Board in accordance with section 135 of the Companies Act, 2013.

As per the provisions of Section 135 of the Companies Act, 2013, during the year 2022-2023 the Company has spent Rs. 70,00,000/- as against Rs. 33,49,891/- on Corporate Social Responsibility activities and that no amount remained unspent for the financial year 2022-23.

The Annual report on the CSR Activities of the Company during the year is enclosed as "Annexure 2" and forms part of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company has in place Corporate Social Responsibility policy which is displayed on the website of the Company at (https://saraswaticommercial.com/).

29. BOARD EVALUATION:

The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Director was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The Nomination and Remuneration Committee and the Board of Directors have laid down criteria for performance evaluation of Directors, Chairperson, Board Level Committees and Board as a whole and also the evaluation process for the same. The performances of the members of the Board, the Board level Committees and the Board as a whole were evaluated at the meeting of the Independent Directors held on 31st January, 2023. The Board of Directors expressed their satisfaction with the evaluation process.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS:

During the financial year 2022-2023, there were no significant and material orders passed by any Regulator/ Court that would impact the going concern status of the Company and its future operations.

31. VIGIL MECHANISM POLICY:

The Company promotes ethical behaviour in all its business activities and has established a vigil mechanism for its Directors, Employees and Stakeholders associated with the Company to report their genuine concerns. The Vigil Mechanism as envisaged in the Companies Act, 2013 and the Rules prescribed thereunder and the SEBI Listing

Regulations is implemented through the Whistle Blower Policy, to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

As per the Whistle Blower Policy implemented by the Company, the Employees, Directors, customers, dealers, vendors, suppliers, or any Stakeholders associated with the Company are free to report illegal or unethical behaviour, actual or suspected fraud or violation of the Companys Codes of Conduct or Corporate Governance Policies or any improper activity to the Ethics Helpline Provider or the Chairperson of the Audit Committee of the Company or the Code of Conduct Committee.

The Company has a Vigil Mechanism/ Whistle Blower policy to report genuine concerns or grievances pursuant to Section 177 of Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The Vigil Mechanism/Whistle Blower policy has been posted on the website of the Company

https://www.saraswaticommercial.com/policies/Policy%20-%20Whistle%20blower%20&%20Vigil%20Mechanism.pdf

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report. There has been no change in the nature of the business of the Company.

33. GENERAL:

Your Directors 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 the review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Changes in Share Capital.

3. Issue of equity shares with differential rights as to dividend, voting or otherwise.

4. Issue of share (including sweat equity shares) to employees of the Company under any scheme.

5. None of the Directors of the company receives any remuneration or commission from the Company as well as from any of its subsidiaries except sitting fees paid to Independent Directors.

6. There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016.

7. Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud to the Audit Committee during the year under review.

8. During the year under review, there was no instance of one-time settlement with Banks or Financial Institutions. Therefore reasons of difference in the valuation at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions are not reported.

34. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Investors, Banks and Statutory Authorities. Your Directors express their deep appreciation to the Companys employees at all levels for their unstinted efforts and valuable contributions during the year.

By order of the Board of Directors
For Saraswati Commercial (India) Limited
Place: Mumbai Ritesh Zaveri
Date : 10th August, 2023 Chairman
Registered Office: DIN:00054741
209-210, Arcadia Building, 195,
Nariman Point, Mumbai - 400 021.