Dear Members,
The Board of Directors hereby submits the Report of the Business and Operations of your
Company along with the Audited Financial Statements for the year ended 31st
March, 2023.
1. FINANCIAL PERFORMANCE
The Summary of Financial Results of the Company for the year ended 31st March, 2023 is
as under:
Amount in Rupees
| Particulars |
For the year ended March, 2023 |
For the year ended March, 2022 |
| Total Income |
39,61,597 |
NIL |
| Total Expenditure |
18,30,465 |
8,58,313 |
| Profit/Loss Before Tax |
21,31,132 |
(8,58,313) |
| Less: Provision of Taxation Including Deferred Tax |
- |
- |
| Profit/Loss After Tax (PAT) |
21,31,132 |
(8,58,313) |
| Add: balance brought forward from previous year |
(4,57,36,685) |
(4,48,78,342) |
| Add: Prior Period Expenses/Deferred Tax Liabilities |
24 |
30 |
| Balance Carried to Balance Sheet |
(4,36,05,577) |
(4,57,36,685) |
2. COMPANYS PERFORMANCE
During the year under report, the company marked “NIL” income from operations
against of Rs. NIL in previous year. The Profit Rs. 21,31,132/- in 2022-2023 from Rs.
(8,58,313) Lacs in 2021-22.
3. AMOUNT TRANSFERRED TO RESERVE
In view of the losses, occurred during the year, the Company has not transferred any
amount to reserves.
4. DIVIDEND
Due to accumulated losses of the Company your Directors do not recommend any dividend
for the year under review.
5. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
Management Discussions and Analysis Report, forming part of the Directors Report for
the year under review, as stipulated under Regulation 34(3) read with Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a
separate section forming part of the Annual Report.
6. CHANGE IN THE NATURE OF THE BUSINESS
During the year, there is no change in the nature of the business of the Company.
7. RELATED PARTY TRANSACTIONS
There were no materially significant related party transactions entered by the Company
with Promoters, Directors, Key Managerial Personnel or other persons which may have a
potential conflict with the interest of the Company.
Since there were no related party transaction during the year under review except in
the ordinary course of business, form AOC-2 as prescribed under section 134(3)(h) of the
Companies Act, 2013 is not applicable to the Company.
8. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 and Regulation
22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board
of Directors of the Company has established “Vigil Mechanism Policy” for
Directors and employees of the Company to report genuine concerns. The said mechanism also
provides for direct access to the Chairperson of the Audit Committee in appropriate or
exceptional cases.
The said policy is available on the website of the Company at
www.servotechengineering.in
9. RISK MANAGEMENT
The Company has devised and implemented a mechanism for risk management which aims at
enhancing Shareholders values and providing an optimum risk - reward trade - off.
10. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
The company has not provided any loan, guarantee and made investments under Section 186
of the Companies Act, 2013.
11. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES
The Company has no Subsidiary, Joint Venture or Associate companies during the year
under review.
12. DIRECTORS
The Board of Directors (the Board) of Servoteach Industries Limited comprises one
Executive Director and a balanced combination of Independent and Non-Executive Directors.
During the year, one meeting of Independent Directors was convened on 9th August, 2022.
Mrs. Jyoti Vikas Kasat (DIN:07143575), Women Director, who retires by rotation at this
AGM and, being eligible, offers herself for re-appointment. Brief profiles of Mr.
Radheshyam Lahoti form part of the Notice convening AGM.
Mr. Pankaj Jain (DIN: 03512503), appointed as an independent director for one years
commencing from 18/08/2023 to 17/08/2024.
13. BOARD OF DIRECTORS MEETINGS CONDUCTED DURING THE YEAR
During the Year 2022-23, The Board of Directors met 4 times in accordance with the
provisions of the Companies Act, 2013 and rules made there under. The dates on which these
Board Meetings were held are 27/05/2022, 10/08/2022, 14/11/2022 and 09/02/2023
respectively. Additionally, during the financial year ended 31st March 2023,
the Independent Directors held a separate meeting pursuant to the requirement of Schedule
IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has Internal Control Systems, Commensurate with the size, scale and
complexity of its operations. The Internal Auditor monitors and evaluates the efficacy and
adequacy of internal control systems in the Company, accounting procedures and policies
within the Company. Continuous efforts are being made to enhance the controlling systems
response to unauthorized use or losses. The audit committee supervises all aspects of
internal functioning and advises corrective action as and when required.
15. SECRETARIAL AUDIT REPORT FOR THE PERIOD ENDED 31st MARCH, 2023
Secretarial Audit for the Financial Year 2022-23 was conducted by M/s Jaisal Mohatta
& Associates, Company Secretaries in Practice in accordance with the provisions of
Section 204 of the Act. The Secretarial Audit Report is attached to this Report as Annexure
-A.
16. OBSERVATION OF STATUTORY AUDITOR AND SECRETARIAL AUDITOR IN RESPECT OF THEIR AUDIT
REPORTS
The Statutory Audit report and Secretarial Audit report does not contain any
qualification, reservation or adverse remark requiring explanation or comments from the
Board under Section 134 (3) (f) of the Companies Act, 2013.
17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Rule 8 of
the Companies (Accounts) Rules, 2014, on conservation of energy and technology absorption
are not applicable. Hence, no disclosure is being made in this regard. During the year,
the Company has neither earned nor used any Foreign Exchange.
18. CORPORATE GOVERNANCE
As per Regulation 15(2)(a) of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015, 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 not apply, in
respect of -15(2)(a) the listed entity having paid up equity share capital not exceeding
rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day
of the previous financial year.
As our company does not have the paid-up share capital exceeding Rs 10 Crores and Net
worth exceeding Rs. 25 Crores, the Corporate Governance Report is not applicable.
19. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS
[A] Audit Committee:
Pursuant to the provisions of section 177(8) of the Companies Act, 2013, the Board
hereby discloses the composition of the Audit Committee as under:
| Name of Director |
Category of Directorship |
Designation |
Number of meeting held |
Number of meeting attended |
| Avijit Vasu |
Independent Non -Executive |
Member |
4 |
4 |
| Radheyshyam Lahoti |
Executive Director |
Member |
4 |
4 |
| Jyoti Vikas Kasat |
Women Director |
Member |
4 |
4 |
During the year four meetings of Audit Committee were held i.e. on 27/05/2022,
10/08/2022, 14/11/2022 and 09/02/2023.
[B] Nomination and Remuneration Committee:
The Board has in accordance with the provisions of sub-section (3) of section 178of the
Companies Act, 2013, formulated the policy setting out the criteria for determining
qualifications, positive attributes, independence of a Director and policy relating to
remuneration for Directors, Key Managerial Personnel and other employees.
The said policy is available on companys website at www.servoteachenaineerina.in
| Name of Director |
Category of Directorship |
Designation |
Number of meeting held |
Number of meeting attended |
| Avijit Vasu |
Independent Non-Executive |
Member |
1 |
1 |
| Radheyshyam Lahoti |
Executive Director |
Member |
1 |
1 |
| Jyoti Vikas Kasat |
Women Director |
Member |
1 |
1 |
During the Financial Year ended on 31st March, 2023 the Nomination and Remuneration
Committee met on 09/02/2023 and 14/08/2023.
[C] Stakeholders Relationship Committee
Pursuant to the provisions of section 178(5) of the Companies Act, 2013 Companies which
consist of more than one thousand shareholders, debenture- holders, deposit - holders and
any other security holders at any time during year shall constitute a Stakeholders
Relationship Committee.
As there are no debenture- holders and deposit - holders with Company, Company does not
require forming Stakeholders Relationship Committee.
As mentioned in point no.20[C] above, Regulation 20 of SEBI (LODR) Regulations, 2015 is
not applicable to the Company and therefore is exempted from the formation of the said
Committee.
20. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Companies Act, 2013 (the
“Act") with respect to Directors Responsibility Statement, your Directors
confirmed that:
a. in the preparation of the Annual Accounts, the applicable Accounting Standards have
been followed along with proper explanation relating to material departures;
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 true and
fair view of the State of Affairs of the Company at the end of the financial year ended 31
st March, 2023 and of profit of the Company for that year;
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 on a going concern basis.
e. Company has Proper internal financial control system and 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.
21. PARTICULARS OF EMPLOYEES
As there were no employees throughout the year under review who were in receipt of
remuneration exceeding the prescribed limit in Companies Act, 2013 and its regulations and
rules. Hence, no statement is attached herewith as required in terms of sections 134 and
197 of the Companies Act, 2013.
22. ENVIRONMENT AND POLLUTION CONTROL
The term relating to compliance with all relevant statutes relating to the environment
and pollution control in the area of environment are presently not applicable.
23. EXTRACT OF ANNUAL RETURN
Pursuant to sub-section (3) of Section 92 of the Companies Act 2013, read with relevant
Rules, the Company is required to place its Annual Return on its website and provide a
link of the same in the Boards Report. However, since the Company is maintaining a
functional website, the link of the Annual Return is www.servoteachenaineering.in
24. DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to regulation 16 (b) under SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and the provisions of sub - section (7) of Section 149 of
the Companies Act 2013, the Company has received individual declarations from all the
Independent Directors confirming that they fulfill the criteria of independence as
specified in section 149(6) of the Companies Act, 2013.
In accordance with Section 149(4) and other applicable provisions, if any, read with
Schedule IV of the Companies Act, 2013, the Company has 1/3rd of the total Directors as an
Independent Directors, for a maximum period of 5 years and they are not liable to retire
by rotation.
25. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no significant material orders passed by the Regulators / Courts which would
impact the going concern status of your Company and its future operations.
26. MATERIAL CHANGES AND COMMITMENTS
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 business of the Company.
27. BOARD EVALUATION
Nomination and Remuneration Committee annually evaluates the performance of individual
Directors, Committees, and of the Board as a whole in accordance with the formal system
adopted by it. Further, the Board also regularly in their meetings held for various
purposes evaluates the performance of all the Directors, committees and the Board as a
whole. The Board considers the recommendation made by Nomination and Remuneration
Committee in regard to the evaluation of board members and also tries to discharge its
duties more effectively. Each Board members contribution, their participation was
evaluated and the domain knowledge they bring. They also evaluated the manner in which the
information flows between the Board and the Management and the manner in which the board
papers and other documents are prepared and furnished.
28. CEO - CFO CERTIFICATION AS PER REG. 17(8) OF SEBI (LODR) REGULATIONS, 2015
As mentioned in point no. 19 above, Regulation 17(8) is not applicable to the Company.
Hence, CEO- CFO Certification is not enclosed.
29. ACKNOWLEDGEMENT
Your Directors would like to express their appreciation for assistance and co-operation
received from the Bankers, Government Authorities, Customers, Vendors, Advisors, Members
and all concerned during the year under report. Your Directors also wish to place on
record their deep sense of appreciation for the committed services by the executives,
staff of the Company.
By Order of the Board
| Sd /- |
Sd/- |
| Radheshyam Lahoti |
Jyoti Kasat |
| Managing Director |
Director |
| DIN:00755363 |
DIN:07143575 |
Place: Mumbai
Date: 14/08/2023
+91-9892691696
