To, The Members, Shivansh Finserve Limited
(Formerly known as Mansarovar Financial Services Limited)
Your directors have pleasure in presenting the Boards Report of
your Company together with the Audited Statement of Accounts and the Auditors Report
of your company for the financial year ended, 31st March, 2023.
FINANCIAL HIGHLIGHTS
(Rs. In Lacs)
| Particulars |
Consolidated |
Standalone |
| Particulars |
2022-2023 |
2021-2022 |
2022-2023 |
2021-2022 |
| Gross Income |
56.23 |
174.57 |
56.23 |
174.57 |
| Profit Before Interest and |
17.68 |
33.85 |
23.49 |
33.90 |
| Depreciation |
|
|
|
|
| Finance Charges |
10.37 |
15.96 |
10.36 |
15.96 |
| Gross Profit |
7.31 |
17.89 |
13.13 |
17.94 |
| Provision for Depreciation |
2.27 |
2.18 |
2.27 |
2.18 |
| Net Profit Before Tax |
5.04 |
15.71 |
10.86 |
15.76 |
| Provision for Tax |
0.35 |
6.94 |
0.35 |
6.94 |
| Net Profit After Tax |
4.69 |
8.77 |
10.51 |
8.82 |
DIVIDEND
Though the revenue generated is quite substantial but looking to the
absolutely market changing scenario for the long-term aspect, to conserve the resources of
company the directors are not recommending any dividend.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company has decided to carry current year profit to
its reserves.
CHANGES IN SHARE CAPITAL
There has been no change in the Share Capital of the company.
INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY
M/s. Slopho Infotech Pvt Ltd is wholly owned subsidiary company of the
Shivansh Finserve Limited.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION 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.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
The Company follows a well-structured induction programme for
orientation and training of Directors at the time of their joining to provide them with an
opportunity to familiarise themselves with the Company, its management, its operations and
the industry in which the Company operates. At the time of appointing a director, a formal
letter of appointment is given to him/her, which inter-alia explains the role, function,
duties and responsibilities expected of him/her as a Director of the Company. The Director
is also explained in detail the Compliance required from him/her under the Companies Act,
2013, the Listing Regulations and other relevant regulations and affirmation taken with
respect to the same.
MATERIAL CHANGES AND COMMITMENTS
No material changes and commitments affecting the financial position of
the Company occurred between the ends of the financial year to which this financial
statement relate on the date of this report.
ANNUAL RETURN
The copy of Annual Return as required under section 92(3) of the
Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules,
2014, is available on the website of the company. And the URL of the website is
www.shivanshfinserve.com
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2022-23, the Company held six board
meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is
summarized below. The provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015
were adhered to while considering the time gap between two meetings.
| Date of Meeting |
Board Strength |
No. of Directors Present |
| 30/05/2022 |
4 |
4 |
| 02/06/2022 |
4 |
4 |
| 10/08/2022 |
4 |
4 |
| 03/09/2022 |
4 |
4 |
| 12/11/2022 |
4 |
4 |
| 14/02/2023 |
4 |
4 |
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013 the Board of
Directors of the Company confirms that-
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation relating to material
departures;
(b) The directors had 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 at the end of the
financial year and of the profit and loss of the company for that period;
(c The directors had taken proper and sufficient care for the
maintenance of adequate ) accounting records in accordance with the provisions of this Act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;
(d) The directors had prepared the annual accounts on a going concern
basis; and
(e) The directors, in the case of a listed company, had laid down
internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively.
(f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
AUDITORS and REPORT thereon
M/s H S K & CO. LLP Chartered Accountants, is going to be
re-appointed for the period of five years in the ensuing Annual General Meeting of the
company.
There are no qualifications or adverse remarks in the Auditors
Report which require any clarification/ explanation. The Notes on financial statements are
self-explanatory, and needs no further explanation.
Further the Auditors Report for the financial year ended, 31st
March, 2023 is annexed herewith for your kind perusal and information.
LOANS, GUARANTEES AND INVESTMENTS
The Company has provided Loans; however, the Company has not made any
investment and has not given any Guarantee under section 186 of the Companies Act, 2013
for the financial year ended 31st March 2023 and has complied with the provisions of the
Section 186.
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, if any. There are no materially significant related party transactions made by
the Company. And all the transactions were in compliance of Section 188 of the Companies
Act, 2013
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
(A) Conservation of energy and Technology absorption
The particulars as required under the provisions of Section 134(3) (m)
of the Companies Act, 2013 in respect of conservation of energy and technology absorption
have not been furnished considering the nature of activities undertaken by the company
during the year under review.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under
review.
RISK MANAGEMENT
The Company does not have any Risk Management Policy as the element of
risk threatening the Companys existence is very minimal.
DIRECTORS and KMP
During the current financial year, there were no changes occurred in
the constitution of Board of Directors of the company:
DEPOSITS
The company has not accepted any deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act,
2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 so there
is no requirement to constitute Corporate Social Responsibility Committee.
RATIO OF REMUNERATION TO EACH DIRECTOR
The Company has paid remuneration to the directors as per below:
| Sr. No. Name of Director |
Amt. paid in year 2022 2023 |
|
(Amt. in lacs) |
| 1. Mr. Jignesh S. Shah |
6.00 |
| 2. Mr. Akshay N. Shah |
0.45 |
ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance 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.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were evaluated on parameters
such as level of engagement and contribution, independence of judgment, safeguarding the
interest of the Company and its minority shareholders etc. The performance evaluation of
the Independent Directors was carried out by the entire Board. The performance evaluation
of the Chairman and the Non-Independent Directors was carried out by the Independent
Directors who also reviewed the performance of the Secretarial Department.
INDEPENDENT DIRECTORS and DECLARATION
The Board of Directors of the Company hereby confirms that all the
independent directors duly appointed by the Company have given the declaration and they
meet the criteria of independence as provided under section 149(6) of the Companies Act,
2013.
NOMINATION AND REMUNERATION COMMITTEE
As per the section 178(1) of the Companies Act, 2013 the Companys
Nomination and Remuneration Committee comprises of three Non-executive Directors. The
table sets out the composition of the Committee:
| Name of the Director |
Position held in the Committee |
Category of the Director |
| Mr. Akshay Shah |
Chairman |
Non-Executive Director Independent |
| Ms. Pina shah |
Member |
Non-Executive Director Independent |
| Mr. Nehal Shah |
Member |
Non-Executive Director Independent |
Terms of Reference
The Terms of Reference of the Nomination and Remuneration Committee are
as under:
1. To identify persons who are qualified to become Directors and who
may be appointed in senior management in accordance with the criteria laid down, recommend
to the Board their appointment and removal and shall carry out evaluation of every
Directors performance.
2. To formulate the criteria for determining qualifications, positive
attributes and independence of a Director and recommend to the Board a policy, relating to
the remuneration for the Directors, Key Managerial Personnel and other employees.
3. The Nomination and Remuneration Committee shall, while formulating
the policy ensure that:
a. the level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the
Company successfully;
b. relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
c. remuneration to Directors, Key Managerial Personnel and senior
management involves a balance between fixed and incentive pay reflecting short and
long-term performance objectives appropriate to the working of the company and its goals:
4. Regularly review the Human Resource function of the Company
5. Discharge such other function(s) or exercise such power(s) as may be
delegated to the Committee by the Board from time to time.
6. Make reports to the Board as appropriate.
7. Review and reassess the adequacy of this charter periodically and
recommend any proposed changes to the Board for approval from time to time.
8. Any other work and policy, related and incidental to the objectives
of the committee as per provisions of the Act and rules made there under.
The nomination committee has fulfilling the criteria of composition of
the committee.
REMUNERATION POLICY
Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the
Nomination and Remuneration Committee and approved by Board in Board meeting, subject to
the subsequent approval of the shareholders at the General Meeting and such other
authorities, as may be required. The remuneration is decided after considering various
factors such as qualification, experience, performance, responsibilities shouldered,
industry standards as well as financial position of the Company.
Remuneration to Non-Executive Directors:
The Non-Executive Directors are paid remuneration by way of Sitting
Fees and Commission. The Non-Executive Directors are paid sitting fees for each meeting of
the Board and Committee of Directors attended by them.
AUDIT COMMITTEE
According to Section 177 of the Companies Act, 2013 the companys
Audit Committee comprised of three directors. The board has accepted the recommendations
of the Audit Committee. The table sets out the composition of the Committee:
| Name of the Director |
Position held in the Committee |
Category of the Director |
| Mr. Akshay Shah |
Chairman |
Non-Executive Independent Director |
| Mr. Jignesh shah |
Member |
Executive Director |
| Mr. Nehal Shah |
Member |
Non-Executive Independent Director |
SECRETARIAL AUDIT REPORT
There are some qualifications or adverse remarks in the Secretarial
Audit Report which require clarification/ explanation:
1) Company is under process of appointment of Internal Auditor of the
company and Chief Financial Officer as company is not find suitable person for the
designation and ensure that company will appoint soon.
Further the Secretarial Audit Report as provided by Khushbu Trivedi
& Associates,
Practicing Company Secretary for the financial year ended, 31st
March, 2023 is annexed herewith for your kind perusal and information.
COST AUDIT
The Cost Audit is not applicable to the company.
VIGIL MECHANISM
As per Section 177(9) and (10) of the Companies Act, 2013, and as per
SEBI (LODR), Regulations, 2015 the company has established Vigil Mechanism for directors
and employees to report genuine concerns and made provisions for direct access to the
chairperson of the Audit Committee. Company has formulated the present policy for
establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its
stakeholders, Directors and employees, to freely communicate and address to the Company
their genuine concerns in relation to any illegal or unethical practice being carried out
in the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSEL) ACT, 2013:
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual harassment. All employees (Permanent,
contractual, temporary, trainees) are covered under this policy.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your company has established adequate internal financial control
systems to ensure reliable financial reporting and compliance with laws and regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report as required has been
attached and forms part of this report.
ACKNOWLEDGEMENT
Your directors wish to express their grateful appreciation to the
continued co-operation received from the Banks, Government Authorities, Customers, Vendors
and Shareholders during the year under review. Your Directors also wish to place on record
their deep sense of appreciation for the committed service of the Executives, staff and
Workers of the Company.
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FOR & ON BEHALF OF THE |
|
|
BOARD OF DIRECTORS |
| Date: 31.08.2023 |
|
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| Place: Ahmedabad |
|
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Sd/- |
Sd/- |
|
JIGNESH SHAH |
NEHALKUMAR SHAH |
|
DIN: 02112343 |
DIN: 07869702 |
|
(Whole time Director) |
(Director) |
+91-9892691696
