To,
The Members,
Your Companys Directors have immense pleasure in presenting their 37th
Annual Report on the business and operations of the Company together with the Annual
Financial Statements for the financial year ended March 31, 2023, prepared in accordance
with the provisions of the Companies Act, 2013 read with rules made thereunder and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended).
FINANCIAL PERFORMANCE (STANDALONE)
The Company has earned a Net Profit After Tax (PAT) of Rs. 33,62,333/- (Rupees Thirty
Three Lakh Sixty Two Thousand Three Hundred Thirty Three Only).
A Summary of the Financial position is mentioned herein below: -.
|
|
(Amount in Rupees) |
| Particulars |
Year ended 31.03.2023 |
Year ended 31.03.2022 |
| Profit Before Tax and Depreciation |
46,27,379 |
59,04,159 |
| Depreciation |
- |
- |
| Profit Before Tax |
46,27,379 |
59,04,159 |
| Current Tax |
12,17,795 |
14,85,959 |
| Less: MAT Credit Entitlement |
- |
- |
| Net Current Tax |
12,17,795 |
14,85,959 |
| Deferred Tax written Back |
2009 |
242 |
| Short Provision for Income Tax |
(49,260) |
1,00,243 |
| Profit after Tax |
33,62,333 |
43,17,715 |
OPERATIONS
During the year under review the overall performance of the Company was steady and
satisfactory. The Company has been mainly carrying on the business of sale and purchase of
shares, securities, and units.
The Company continues to focus its main attention on cost reduction, Assets/Liability -
Management and collection. Your Company managed to carry out all its business and
commercial obligations in time and with dignity.
Your Directors shall continue to put in all efforts to increase the business of the
company and are confident of even better and brighter prospects of the Company.
The Company is considering various possibilities for optimizing the present business
activities and also other business proposals, keeping in view the profitability and
stability of business of the Company. The Company is also pursuing the possibility into
other related activities.
DIVIDEND
With a view to provide a cushion for any financial contingencies in the future and to
strengthen the financial position of the Company, your directors have decided not to
recommend any dividend for the period under review.
GENERAL RESERVES
During the year under review, an amount of Rs. 33,74,736/- (Rupees Thirty Three Lakh
Seventy Four Thousand Seven Hundred Thirty Six Only) was transferred to General Reserves.
| DEPOSITS |
|
| The details in regard to deposits, covered under Chapter V of the Companies Act, 2013
are mentioned hereunder; |
|
| a) Amount accepted during the year |
Nil |
| b) Amount remained unpaid or unclaimed as at the end of the year |
Nil |
| c) Default in repayment of deposits or payment of interest thereon during the year and
if so, number of such cases and the total amount involved: |
|
| i) at the beginning of the year |
N/A |
| ii) maximum during the year |
N/A |
| iii) at the end of the year |
N/A |
The company does not have deposits which are in contradiction of Chapter V of the Act.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture and Associate Company.
LISTING
The equity shares of your Company are listed with BSE.
NBFC STATUS
The Company is duly registered with Reserve Bank of India as Non-Deposit taking Non
Systemically Important NBFC. Since the Company has neither accepted any deposit nor it
intends to accept any deposit hence it has duly been passing appropriate resolution in
each financial year.
MATTERS RELATED TO DIRECTORS AND KEY MANGERIAL PERSONNEL
During the year, there was no change in the composition of the Board.
None of the appointed Directors are disqualified from appointment under Section 164 of
the Companies Act 2013.
At the ensuing Annual General Meeting, Ms. Madhu Rani (DIN: 08025773), Non-Executive
and Non-Independent Director of the Company would be liable retire by rotation and being
eligible for the re-appointment, offers himself for re-appointment.
At the ensuing General Meeting, Your Board recommended for members approval for the
re-appointment of Mr. Anil Kumar Sharma (DIN: 02463893) as a Managing Director of the
Company for second term of a period of 5 (Five) years with effect from September 18, 2023
till September 17, 2028.
DECLARATIONS BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet with the criteria of independence as prescribed under
sub-section (6) of Section 149 of the Companies Act, 2013.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, 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 and Remuneration and Compliance
Committees. The manner in which the evaluation has been carried out has been explained in
the Corporate Governance Report.
NUMBER OF BOARD MEETING
During the year under review, 6 (Six) Board Meetings were convened and held. The
intervening gap between the meetings was within the period prescribed under the Companies
Act, 2013. The details of the Board Meeting are set out in the Corporate Governance Report
which forms part of this Report.
PARTICULARS OF EMPLOYEES
Your Directors appreciate the significant contribution made by the employees to the
operations of your Company during the period.
The information required on particulars of employees under Section 134(3) (g) and
Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is given in a separate Annexure I to
this Directors Report.
CHANGE IN THE NATURE OF THE COMPANYS BUSINESS ETC.
There has been no change in the nature of the Companys business or in the class of the
business in which the company has an interest. Company has no subsidiary.
EXTRACT OF ANNUAL RETURN
In accordance with the provisions of Section 134(3)(a) and 92(3) of Companies Act, 2013
read with rules framed thereunder, the Annual Return for the financial year 2022-2023 will
be available on the website, once filed with the Ministry of Corporate Affairs after the
ensuing Annual General Meeting and can be accessed through the link
https://www.svfl.co.in/Annual Return.html
STATUTORY AUDITORS
The Members of the Company at their Annual General Meeting held on September 06, 2022,
have re-appointed M/s. R. Mohla & Co, Chartered Accountants (Firm Registration No.
003716C), as the statutory auditors of the Company for a period of 5 (Five) years
commencing from the conclusion of the 36th AGM held on September 06, 2022 until the
conclusion of 41st AGM of the Company to be held in the year 2027. Pursuant to
the provisions of Companies Amendment Act, 2017, notified on May 7, 2018, ratification of
appointment of Statutory Auditors at every AGM is no more a legal requirement.
Accordingly, the Notice convening the ensuing AGM does not carry any resolution on
ratification of appointment of Statutory Auditors.
EXPLANATION TO AUDITORS REMARKS
The Auditors Report does not contain any qualification, reservation, remarks or
disclaimer and therefore does not call for any further comments or explanations.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All contracts or arrangements or transactions entered into by the company with its
related parties during the financial year were on arms-length basis and do not attract the
provisions of Section 188 of the Companies Act, 2013.
Suitable disclosure as required by the Accounting Standards-18 has been made in the
notes to the Financial Statement. Accordingly, the disclosure of related party
transactions as required under Section 134(3) (h) of the Companies Act, 2013 forms part of
this Report in Form AOC-2 as Annexure II.
Your Directors also draw attention of the members to Note No. 23 of the financial
statements, which set out related party disclosure.
SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under, Mr. Rabindra Kumar
Satapathy, Practicing Company Secretary (Membership No. 8282) of M/s. Rabi Satapathy &
Associates, New Delhi have been appointed Secretarial Auditor of the Company.
The report of the Secretarial Auditor is enclosed as Annexure III to this
report. The report is self-explanatory and does not call for any further comments.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT
Except as disclosed elsewhere in this report, no material changes and commitments which
could affect the Companys financial position have occurred between the end of the
financial year of the Company and the date of this report.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186
Details of loans, guarantees and investments covered by the provisions of section 186
of the Companies Act, 2013 are given in the notes to the financial statements.
DISCLOSURE RELATING TO SWEAT EQUITY SHARES
The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Rule 8(13) of the Companies (Share Capital and
Debenture) Rules, 2014 has been furnished.
DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME
The Company has not issued any employee stock option scheme and employee stock purchase
scheme and hence no information as provisions of Rule 12(9) of the Companies (Share
Capital and Debenture) Rules, 2014 and SEBI (Employee Share Based Employee Benefits)
Regulations, 2014, has been furnished.
AUDIT COMMITTEE
Details pertaining to composition of Audit Committee as per Section 177 of the
Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its
Powers) Rules, 2014 are included in the report on Corporate Governance. All the
recommendations made by Audit Committee were accepted by Board.
NOMINATION & REMUNERATION COMMITTEE
Details pertaining to composition of Nomination & Remuneration Committee as per
Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the
Board and its Powers) Rules, 2014 are included in the report on Corporate Governance.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Details pertaining to composition of Stakeholders Relationship Committee as per Section
178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board
and its Powers) Rules, 2014 are included in the report on Corporate Governance.
VIGIL MECHANISM
In pursuant to the provisions of Section 177(9) & (10) read with Rule 7 of the
Companies (Meetings of the Board and its Powers) Rules, 2014 of the Companies Act, 2013, a
Vigil Mechanism for Directors and Employees of the Company to report genuine concerns has
been established.
REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
CORPORATE GOVERNANCE
As per the requirement of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 the Company must necessarily comply with
the Corporate Governance norms. Accordingly, the Company has duly complied with the
Corporate Governance norms to the extent and in the manner as set out in the Report on
Corporate Governance annexed herewith which forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of
conservation of energy, foreign exchange earnings and outgo and technology absorption have
not been furnished considering the nature of activities undertaken by the Company during
the year under review. However, the following information is being set out under this
head:
The operations of the Company are not energy intensive yet, but all possible measures
shall be taken to conserve the energy in all related areas.
(i) CONSERVATION OF ENERGY:
The operations of the Company are not energy intensive yet, but besides that all
possible measures shall be taken to conserve the energy in all related areas.
(ii) TECHNOLOGY ABSORPTION & RESEARCH AND DEVELOPMENT:
The Company has not imported any technology and has not established any separated
research and development unit; however, the Company shall always keep itself updated with
latest technological innovations by way of constant communications and personal
discussions with the experts.
(iii) FOREIGN EXCHANGE EARNING AND OUTGO:
During the year under review there was no foreign exchange earnings or outgo.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The company has in place an Anti-Sexual Harassment Policy in line with the requirements
of Section 22 and Section 28 of The Sexual Harassment of Woman at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been
set up to redress complaints received regarding sexual harassment. All employees
(permanent, contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2022-23.
| No. of complaints received during: |
|
| The financial year 2022-2023 |
: 0 |
| No of Complaints disposed of |
: 0 |
DIRECTORS RESPONSIBILITY STATEMENT:
In terms of provisions 134(3) (c) of the Companies Act, 2013, your directors further
confirm as under:
-1- That in preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
-I- That 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 financial
period and of Profit or Loss of the Company for that period;
-I- That the Directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provision of the Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
-I- That the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively;
-I- That 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.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of companies Act, 2013 are not applicable on your
Company.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
In compliance with the requirement of Regulation 34(2)(e) of Listing Regulations, the
Managements Discussion and Analysis
Report for the year under review is presented in separate section as Annexure IV to
this Annual Report.
RISK MANAGEMENT POLICY
The Company has developed and implemented a risk management policy which identifies
major risks which may threaten the existence of the Company. The same has also been
adopted by your Board and is also subject to its review from time to time.
Risk mitigation process and measures have been also formulated and clearly spelled out
in the said policy.
ACKNOWLEDGEMENT
Your directors wish to place on record their appreciation and thanks for the
cooperation, support and assistance extended by shareholders, employees, associates,
customers, Bankers, Government Agencies and all other concerns.
|
By the Order of the Board |
|
For SHREEVATSAA FINANCE AND LEASING LIMITED |
| Date: 25.08.2023 |
Anil Kumar Sharma |
| Place: Kanpur |
(Managing Director) |
|
DIN:02463893 |
|
Add: House No. B - 18, |
|
Pandit Mohalla, Badkhal, |
|
Faridabad, |
|
Haryana - 121001 |
+91-9892691696
