sarvottam finvest ltd share price Directors report


Dear Members,

Your Directors have pleasure in presenting the 44 Annual Report along with the Audited Statement of Accounts of the Company for the financial year ended 31% March, 2023.

Particulars 31% March, 2023 31% March, 2022
Profit/(Loss) before tax (124.09) (16.81)
Less: Tax Expense (5.67) 7.35
Profit/(Loss) after tax (118.42) (24.16)
Other Comprehensive Income for the year, net of tax 0.00 0.00
Total Comprehensive Income for the year (118.42) (24.16)

DIVIDEND

With a view to conserve resources for growth of Company, the Board recommends no dividend for the year ended 31% March, 2023.

TRANSFER TO RESERVE

The Company did not transfer any amount to General Reserve during the year.

PUBLIC DEPOSITS

The Company is registered with Reserve Bank of India as a Non -Deposit taking Non -Banking Financial Company. The Company has neither invited nor accepted/renewed any deposits from the public within the meaning of Chapter V of Companies Act, 2013 or extant regulations of the Reserve Bank of India during the year under review.

CAPITAL STRUCTURE

During the year, there has been no change in the capital base of the Company, which comprises of 7500000 Equity Shares of Rs.10/- each.

CHANGE IN NATURE OF THE BUSINESS

There has been no change in the nature of business of the Company during the year.

STATUTORY & LEGAL MATTERS

There has been no significant and/or material order(s) passed by any Regulators/Courts/Tribunals impacting the going concern status of the Companys operations in future.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In terms of Section 152 of the Companies Act, 2013, Mr. Manoj Sethia (DIN:00585491), retires by rotation from the Board of Directors of the Company at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.

Additional information pursuant to SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of Director seeking re-appointment is given in the Notice convening Annual General Meeting Notice of the Company. None of the Directors of the Company is disqualified for being appointed as a Director, under section 164{2) of the Companies Act, 2013.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received the necessary declaration from each Independent Director of the Company under section 149(7) of Companies Act, 2013 that they meet the criteria of Independence as laid down under the provision s of sub-section (6) of section 149 of the Companies Act, 2013 and SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015.

DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

There are no Subsidiaries, Joint Ventures and Associate Company during the financial year 2022-23 under review.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of section 134(3) {c) of the Companies Act, 2013, it is hereby confirmed that: a) Inthe preparation of the Annual Accounts for the year ended 31st March, 2023, the applicable accounting standards had been followed along with the proper explanation relating to material departures ,if any; b) That such accounting policies have been selected as mentioned in the Notes to Financial Statements and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on 31st March, 2023 and of the loss of the Company for the year ended on that date; ?) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities; d) That annual accounts have been prepared for the financial year ended 31% March, 2023 on going concern’ basis; e) That proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; f) That proper system have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATUTORY AUDITORS AND AUDIT REPORT

M/s. M/s. J Gupta & Co LLP, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the 48 Annual General Meeting to be scheduled in 2027. They have confirmed their eligibility and are not disqualified to act auditors of the Company and they shall be paid remuneration as may be finalized by the Board of Directors of the Company. The observations made by the auditors in the Auditors’ Report are self explanatory and do not contain any qualification or any adverse remarks and, therefore need no further clarifications or any further explanations as required under sub-section (3) section 134 of Companies Act, 2013.

The Statutory Auditors holds a valid peer review certificate as prescribed under Listing Regulations. The Auditors’ Report to the Members for the year under review is unmodified, i.e. it does not contain any qualification, reservation or adverse remark or disclaimer. In terms of the RBI Master Directions Non-Banking Financial Companies Auditors’ Report (Reserve Bank) Directions, 2016, Statutory Auditors have also submitted an additional report for the Financial Year 2022-23 which has been filed with RBI. There were no comments or adverse remarks in the said report as well.

SECRETARIAL AUDIT

In compliances with provisions of Section 204 and other applicable provisions of Companies Act 2013, a Secretarial Audit was conducted during the year by Secretarial Auditor Mr. Rajesh Ghorawat {CP N0.20897). The Secretarial Auditors Report for the financial year ended 31% March, 2023 is attache das Annexure A and form part this report.

There are no qualifications or observations or remarks made by the Secretarial Auditors in their Audit Report.

SECRETARIAL STANDARD

The Company complies with all applicable Secretarial Standard.

FRAUD REPORTING

There was no fraud reported by Auditors of the Company under Section 143 {12) of the Companies Act, 2013, to the Audit Committee or Board of Directors during the year under review.

MEETINGS OF THEBOARD

Eight meetings of the Board of Directors were held during the year. The details of various Board Meetings are provided in the Corporate Governance Report of this Annual Report.

CORPORATE GOVERNANCE

Transparency is the cornerstone of your Companys philosophy and all requirements of Corporate Governance are adhered to both in letter and spirit. All the Committees of the Board of Directors meets at regular intervals as required in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Your Board of Directors has taken all the necessary steps to ensure compliances with all statutory requirements. The Directors and Key Managerial Personnel of your Company have complied with the approved code of conduct for the Board and Senior Management. The Report on Corporate Governance as required under regulation 27 of SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015 is attached as a separate section forming part of the Annual Report. The Auditors’ Certificate on compliance with Corporate Governance Requirements is also attached to this report.

THE BUSINESS RESPONSIBILTY REPORT (BRR)

Preparation of Business Responsibility Report is not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of provision of Regulation 34 of the SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015, the management discussion and analysis report for the year is presented, in a separate section forming part of the Annual Report.

LISTED WITH STOCK EXCHANGES

The Companys share continues to remain listed with BSE Ltd. and The Calcutta Stock Exchange Ltd. The Company has paid the annual listing fees for the year 2023-24 to both the Stock Exchanges.

MATERIALS CHANGES AND COMMITMENTS

No material changes and commitments have occurred after the close of the financial year2022-23 till the date of this Report, which affect the financial position of the Company.

INTERNAL FINANCIAL CONTROL

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of fraudsand errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.

MANAGERIAL REMUNERATION

In terms of the provision of Section 197(12) of the Act read with Rules 5{(1) of the Companies {Appointment and Remuneration of Managerial Personnel) Rules, 2014 or amendment thereof, if any, in respect of the managerial personnel of the company is attached here as Annexure-B.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3)}{g)read with Rule 5{2) and 5(3) of the Companies {Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO Your Company does not have any activity requiring conservation of energy or technology absorption and there was no foreign exchange earnings and/or foreign exchange outgo.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were at arms length basis and were in the ordinary course of business. Details of materially significant related party transactions are the transactions of material nature between the Company and the Promoters, Management, Directors or the irrelative etc. are disclosed in the Note No. 32 of the Financial Statements in compliance with the Accounting Standard relating to "Related Party Disclosures". There are no materially significant related party transactions with the Companys Promoters, Directors, Management or their relatives, which may have a potential conflict with the interest of the Company.

EXTRACT OF ANNUAL RETURN

The copy of annual return of the Company has been placed on the website of the Company and can be accessed at www.sarvottamfinvest.in.

RISK MANAGEMENT POLICY

As required under provisions of SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established as well documented and robust risk management framework. The Audit Committee of the Board of Directors reviews the Risk Management Strategy of the Company to ensure effectiveness of the Risk Management policy and procedures. Board of Directors of the Company is regularly apprised on the key risk assessment areas and a mitigation mechanism is recommended. During the year, the Board has reviewed the risk assessment and a risk minimization procedure commensurate to the risks has been adopted and is in place.

CORPORATE SOCIAL RESPONSIBILITY

The Company does not fall in the category of Companies to which section 135(1) of Companies Act, 2013 is applicable. Hence Corporate Social Responsibility requirements are not applicable to Company.

VIGIL MECHANISM

In accordance with Section 177(9) and 177(10) of the Companies Act, 2013 and SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has established a Vigil Mechanism/Whistle Blower Policy. The policy is available at Companys website.

PERFORMANCEE VALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI {Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated the criteria for the evaluation of the performance of Board of Directors, Independent Directors, Non -Independent Directors and the Chairman of the Board. Based on that performance evaluation has been undertaken. The Independent Directors of the Company have also convened aseparate meeting for this purpose. All the results and evaluation has been communicated to the Chairman of the Board of Directors. All Directors of the Board are familiar with the business of the Company.

RBI GUIDELINES

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time. DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITIONANDREDRESSAL) ACT, 2013 The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under thispolicy. During the year under review, no case was filed pursuant to the Sexual Harassment of Women a two work place{Prevention, Prohibition and Redressed)Act, 2013.

APPRECIATION

Your Directors wish to place on record their appreciation for continued guidance and co-operation received from the various stakeholders including financial institutions and banks, regulators, government authorities and other business associates, who have extended their valuable support and encouragement during the year under review. The Directors thank the Companys employees, customers, vendors, investors and academic partners for their continuous support.

The Directors appreciate and value the contribution made by every member of the Company.