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Servoteach Industries Ltd Directors Report

19.73
(-4.96%)
Jul 16, 2024|12:00:00 AM

Servoteach Industries Ltd Share Price directors Report

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

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