TO THE MEMBERS OF SRESTHA FINVEST LIMITED
Your Directors have pleasure in presenting the 38th Directors Report of
SRESTHA FINVEST LIMITED (the Company) along with the Audited financial statements for the
financial year ended March 31, 2023.
1. FINANCIAL RESULTS
The financial results of the Company for the year ended March 31, 2023 is summarized
below:
(Rs in iakhs)
| Particulars |
Year Ended March 31, 2023 |
Year Ended March 31, 2022 |
| Income from Operations |
274.71 |
230.16 |
| Non-operating Income |
0.00 |
0.38 |
| Total Income |
274.71 |
230.55 |
| Total Expenditure |
708.99 |
164.36 |
| Profit/Loss before Depreciation, Interest and Taxation |
(434.29) |
66.18 |
| Interest & Finance Charges |
30.73 |
68.28 |
| Depreciation |
2.70 |
0.45 |
| Profit/Loss before Tax |
(467.71) |
(2.54) |
| Provision for Current Taxes |
27.43 |
1.48 |
| Provision for Deferred Taxes |
2.27 |
0.02 |
| Profit/Loss after Tax |
(497.41) |
(4.05) |
| Other Comprehensive Income |
4.27 |
(0.74) |
| Transfer to Reserves |
0.00 |
0.00 |
| Balance carried to Balance Sheet |
(493.13) |
(4.79) |
2. BUSINESS EXCELLENCE AND QUALITY INITIATIVES
Your Company continues to be guided by the philosophy of business excellence to achieve
sustainable growth.
3. DIVIDEND
Due to losses no Dividend has been declared during the year.
4. TRANSFER TO RESERVES
Due to loss the company has abstained from transfer to any reserves.
5. OPERATING RESULTS AND BUSINESS OPERATIONS
During the financial year 2022 - 2023, your Company has incurred a loss of Rs. 497.41
Lakhs as compared to the loss of Rs. 4.05 Lakhs in previous year 2021 - 2022.
6. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT
There has been no material changes and commitment affecting the financial performance
of the Company which had occurred between the end of the Financial Year of the Company to
which the financial statements relate and the date of this Report.
7. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(5) of the Act, and based on the
representations received from the management, the directors hereby confirm that:
(i) in the preparation of the annual accounts for the financial year 2022-23, the
applicable accounting standards have been followed and there are no material departures;
(ii) they have selected such accounting policies and applied them consistently and made
judgment sand 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
of the Company for the financial year;
(iii) they have taken proper and sufficient care to the best of their knowledge and
ability for the maintenance of adequate accounting records in accordance with the
provisions of the Act. They confirm that there are adequate systems and controls for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and operating properly; and
(vi) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL Change in Directors and KMP during the
financial year Appointments:
Executive Director
Considering the growth and complexity of the business of the Company and based on the
recommendation of Nomination and Remuneration Committee, the Board, at its meeting held on
October 17, 2022, approved the appointment of Mr. Sunil Bhandari as Wholetime Director and
Chief Financial Officer of the Company for a period of 5 years with effect from October
17, 2022.
Independent Director
On recommendation of Nomination and Remuneration Committee (NRC), the Board, at its
meeting held on October 17, 2022, appointed Mr. Umeshbhai Hirjibhai Padariya as an
independent director of the Company for a period of five consecutive years effective from
October 07, 2022.
The Board is of the opinion that Mr. Umeshbhai Hirjibhai Padariya is a person of
integrity, expertise, and competent experience and proficiency to serve the Company as an
independent director that can strengthen the overall composition of the Board.
As per the provisions of the Act, the Independent Directors are not liable to retire by
rotation.
Resignation:
Due to professional commitments, Mr. Hemant D Chaudhari (DIN: 06516079) resigned from
the post of non-executive Independent director of the Company with effect from close of
business hours on October 07, 2022. The Board places on record its sincere appreciation
for the valuable contribution made by him during his long tenure as director on the Board
of the Company.
Re-designation:
Mr. Sahadevsinh Babubha Rana was redesignated as Non-Executive Director with effect
from October 14, 2022
The Company has received approval of the Members of the Company on January 04, 2023
through Postal Ballot for appointment of Mr. Umeshbhai Hirjibhai Padariya as Non-Executive
Independent Director, Mr. Sunil Bhandari as Wholetime Director and Chief Financial Officer
and re-designation of Mr. Sahadevsinh Babubha Rana as Non-Executive Director pursuant to
his relinquishment of the position of Whole Time Directorship and Chief Financial Officer
of the Company.
Directors liable to retire by rotation
Mr. Sahadevsinh Babubha Rana (DIN: 09269488) retires by rotation at the ensuing AGM,
being eligible, offers himself for re-appointment. Brief details of Mr. Sahadevsinh
Babubha Rana (DIN: 09269488), who is seeking re-appointment, are given in the Notice of
38th AGM
Key Managerial Personnel
During the year, Mr. Sunil Bhandari, resigned from the post of Chief Executive Officer
(CEO) with effect from close of business hours on October 17, 2022
Pursuant to the provisions of Section 203 of the Act, Mr. Sunil Bhandari (Wholetime
Director cum CFO) and Mr. A. Jitendra Kumar Bafna (Company Secretary) are the Key
Managerial Personnel of the Company as on March 31, 2023.
During the year, the Non-Executive Directors and KMP of the Company had no pecuniary
relationship (except the disclosure made above in this report) or transactions vis-a-vis
the Company.
9. DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors of the Company have submitted a Declaration that each of
them meets the criteria of Independence as provided in Sub-Section (6) of Section 149 of
the Companies Act, 2013 along with relevant Rules framed thereunder and Regulation 16 (1)
(b) of SEBI Listing Regulations. The independent directors have also confirmed compliance
with the provisions of Rule 6 of Companies (Appointment and Qualifications of Directors)
Rules, 2014, as amended, relating to inclusion of their name in the databank of
independent directors. However, Mr. Umeshbhai Hirjibhai Padariya is in the process of
completion of online proficiency self-assessment test as per the timeline notified by the
Ministry of Corporate Affairs. Further, there has been no change in the circumstances
which may affect the status of independent directors during the year.
10. NUMBER OF MEETINGS OF THE BOARD
During the year, eleven meetings of the Board of Directors of the Company were held,
details of which are set out in page no. 22 of Corporate Governance Report which forms
part of this report.
11. AUDIT COMMITTEE
The details pertaining to the composition of the Audit Committee are included in the
Corporate Governance Report, which is also a part of this report. Further, there have been
no instances during the year where recommendations of its Committees were not accepted by
the Board.
12. BOARD EVALUATION
The evaluation framework for assessing the performance of the Directors of your Company
comprises of contributions at the Meeting(s) and strategic perspective or inputs regarding
the growth and performance of your Company, amongst others. Pursuant to the provisions of
the Act and SEBI Listing Regulations, the Board has carried out an Annual Evaluation of
its own performance and the working of its Committees, based on the evaluation criteria
defined by Nomination and Remuneration Committee (NRC) for performance evaluation process
of the Board and its Committees for the year under review.
A separate meeting of the independent directors was conducted, which reviewed the
performance of non-independent directors, the Board as a whole and Chairperson of the
Company taking into account the views of executive directors and non-executive directors.
The evaluation of Independent Directors was done by the entire Board, excluding the
Independent Director being evaluated.
The evaluation has been satisfactory and meets the corporate governance requirement of
the Company. The Board was satisfied that the committees are functioning well and besides
covering their terms of reference, as mandated by law, important issues are brought up and
discussed in the committee meetings.
The Board was also satisfied with the contribution of the Directors, in their
respective individual capacities.
13. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Companys policy on Directors appointment and remuneration including criteria for
determining qualifications, positive attributes, independence of a director and other
matters as provided under section 178(3) of the Act are covered in corporate governance
report which forms part of this Report. The said Policy is available on the website of
Company at
https://www.srestha.co.in/pdf/policies2023/Nomination-and-Remuneration-Policy.pdf
14. ANNUAL RETURN
Pursuant to Section 92(3) read with 134(3) of the Act, Annual Return (in e-form MGT-7)
for the financial year ended March 31, 2023 is available on the website of the Company
under investor Relations tab at www.srestha.co.in.
15. RISK MANAGEMENT
The Risk Management is overseen by the Audit Committee of the Company on a continuous
basis. The Committee oversees Companys process and policies for determining risk
tolerance and review managements measurement and comparison of overall risk tolerance to
established levels. Major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuous basis. The Company has
laid down procedures to inform the Board of Directors about the Risk Management and its
minimization procedures. The Audit Committee and Board of Directors review these
procedures periodically.
16. INTERNAL CONTROL
During the year under review, the Internal Financial Controls were operating
effectively and no material or serious observation has been received from the Auditors of
the Company for inefficiency or inadequacy of such controls. The Internal Financial
Control procedure adopted by the Company are adequate for safeguarding its assets, the
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records and the timely preparation of reliable financial information.
17. HUMAN RESOURCES DEVELOPMENT
The Company has continuously adopted structures that help attract best external talent
and promote internal talent to higher roles and responsibilities. Companys Health and
Safety Policy commits to provide a healthy and safe work environment to all employees.
18. PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls within the purview
of the limits prescribed
under the provisions of Section 197 of the Act, read with Rule5 (1) and (2) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company, being an NBFC registered with RBI and engaged in the business of giving
loans in ordinary course of its business, is exempt from complying with the provisions of
Section 186 of the Companies Act, 2013 ("the Act") with respect to loans.
Further, pursuant to the provisions of Section 186 (4) of the Act, the details of
investments made by the Company are given in the Notes to the Financial Statements.
20. TRANSACTIONS WITH RELATED PARTIES
All the Related Party Transactions (RPT) that were entered into during FY 2022- 23 were
not on an arms length basis and were in the ordinary course of business. Details of
transactions with related parties during FY 2022- 23 are provided in the notes to the
financial statements. Accordingly, the disclosure of RPTs as required under the provisions
of Section 134 (3) (h) of the Companies Act, 2013 in Form AOC-2 is enclosed as Annexure -
1 to this report.
The policy on Related Party Transactions as approved by the Board is uploaded on the
website of the Company at
https://www.srestha.co.in/pdf/policies2023/Related-Party-Transactions-Policy.pdf. The
Directors draw attention of the Members to Notes to the Financial Statements which sets
out related party disclosures.
21. DEPOSIT FROM PUBLIC
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on the date of the
balance sheet.
22. VIGIL MECHANISM
Pursuant to Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations,
the Company has established a vigil mechanism / Whistle Blower Policy for Directors and
employees to report their genuine concerns. The Policy provides for Directors and
employees to report concerns about unethical behavior, actual or suspected fraud or
violation of Companys Code of Governance and Ethics. The policy is available on the
website of the Company at www.srestha.co.in.
23. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The details of the complaints reported pursuant to Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 are provided in the Corporate
Governance Report. During the financial year 2022-23, No complaints remains pending as of
March 31, 2023.
24. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS REPORT
As per SEBI Listing Regulations, a detailed report on Corporate Governance is provided
in a separate section and forms part of the Annual Report. A Certificate from Auditor
regarding compliance with the conditions of Corporate Governance as stipulated in SEBI
Listing Regulations is given under Annexure - 2 and forms part of this Report.
Pursuant to Regulation 34 of the SEBI Listing Regulations, the Management Discussion
and Analysis Report is presented in a separate section forming part of this Annual Report.
25. AUDITORS Statutory Auditors
M/s. J.V. Ramanujam & Co, Chartered Accountants, were appointed as Statutory
Auditors of the Company for a period of five years at the AGM of the Company held on June
22, 2018. M/s J. V. Ramanujam & Co, Statutory Auditors, vide letter dated January 10,
2023, tendered their resignation to the Board through Audit Committee, citing reason that
majority of partners of the firm had called for dissolution of the firm with effect from
January 01, 2023 and they are unable to continue as Statutory Auditors of the Company with
effect from the same date as per the required auditing standards, legal requirements and
related guidelines.
M/s Darpan & Associates, Chartered Accountants (Firm Registration No. 016156S) were
appointed as Statutory Auditors to fill casual vacancy caused by resignation of M/s J V
Ramanujam & Co., Chartered Accountants, at the Board meeting dated January 20, 2023
and approved by the members through Postal ballot E-voting process for which the
resolution was deemed to be passed on April 18, 2023, to hold office till the conclusion
of the ensuing Annual General meeting.
M/s Darpan & Associates, Chartered Accountants (Firm Registration No. 016156S),
will be appointed as the Statutory Auditors of the Company for a period of 5 years until
the conclusion of the 43rd Annual General Meeting and has given their consent
for the same. The Board recommends their appointment at the ensuing Annual General
Meeting. The Board of Directors have adopted the Auditors Report as issued by the
Statutory Auditor.
The Statutory Auditors have given a confirmation to the effect that they are eligible
to continue with their appointment and that they have not been disqualified in any manner
from continuing as Statutory Auditors.
Secretarial Auditors
As per the provisions of Section 204 of the Companies Act, 2013 read with corresponding
Rules framed thereunder, M/s. SPAN & CO., Company Secretaries LLP, were appointed as
the Secretarial Auditors of the Company to carry out the secretarial audit for the
Financial Year 2022 - 2023. The Secretarial Audit Report issued in this regard is annexed
as Annexure - 3
The Auditors Report and the Secretarial Audit Report for the Financial Year ended
March 31, 2023, do not contain any qualification or reservation or adverse remarks.
26. DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors of the Company have not reported any fraud as specified under
the second proviso of Section 143 (12) of the Act (including any statutory modification(s)
or re-enactment(s) for the time being in force).
27. RBI GUIDELINES
The Company has duly paid the penalty, pursuant to order dated 18/05/2023 passed by the
Adjudication Committee of RBI, Chennai Regional Office for non-adherence to RBI Directions
for not obtaining prior approval before effecting change in the management of NBFC.
However, the Company continues to comply with all the applicable regulations,
circulars, notifications, directions and guidelines issued by the Reserve Bank of India
("RBI"), from time to time, with respect to Non - Deposit Taking NBFC.
28. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively. However the management have
incorporated certain considered view based on the practicality of business and better
representation of facts in the financial statements. There are no significant impact on
account of the same on the overall disclosure norms.
29. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Policy Rules are not applicable to the Company during the year under review.
30. SUBSIDIARY COMPANIES
Your Company has no subsidiaries. There are also no associate companies within the
meaning of Section 2(6) of the Companies Act, 2013 ("Act").
31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /
TRIBUNAL
There are no significant or material orders passed by the Regulators or Courts or
Tribunals which impacts the going concern status of the Company and its future operations.
32. SHARE CAPITAL / CHANGES IN CAPITAL STRUCTURE
During the year 2022-23, the Company had allotted 24,75,00,000 Equity Shares of face
value of Rs. 2/- each on preferential basis to specified persons of Non-Promoter, Public
Category. As a result, the paid-up equity share capital of the Company was increased to
Rs. 66,00,00,000/- divided into 33,00,00,000 fully paid equity shares of Rs 2/- each. The
proceeds of the issue of 24,75,00,000 equity shares on a preferential basis were fully
utilized by the Company for the objects stated in the Explanatory Statement to the Notice
of Postal Ballot i.e. for the purpose for which those were raised.
During the year under review, except for preferential issue as above stated, the
Company has neither issued any shares with differential voting rights or granted stock
options or issued sweat equity or purchased its own shares nor the company has made any
Public/ Rights/ Bonus/Buy back of Equity Shares of the Company.
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO
The Disclosure stipulated as under Section 134(3) of Companies Act, 2013 read with Rule
8 of the Companies (Accounts) Rules, 2014, is as under:
• The Company is not a Manufacturing company nor does the company has any Energy
Consumption based business other than normal consumption of Energy in Administrative
Office. The company deploys all the possible measure to conserve the energy and increase
usage of green energy.
• The Company is not involved in any Technological Absorption based activities.
Hence same is not reportable.
• The Company has not dealt in any Foreign Exchange in any manner during the year
under review. Hence the same is not reportable.
34. OTHER DISCLOSURES
• The Company is not required to maintain cost records, as specified by the
Central Government under section 148 of the Act.
• No application for Bankruptcy under the Insolvency & Bankruptcy Code, 2016
("IBC") was made against the Company during the financial year under review.
However, the IBC law is not applicable to NBFC Company.
• The requirement to disclose the details of difference between amount of the
valuation done at the time of onetime settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof, is not applicable
35. ACKNOWLEDGEMENTS
The Directors wish to convey their appreciation to business associates for their
support and contribution during the year. The Directors would also like to thank the
employees, shareholders, customers, suppliers, alliance partners and bankers for the
continued support given by them to the Company and their confidence reposed in the
management.
|
On behalf of the Board of Directors |
|
For Srestha Finvest Limited |
|
Sd/- |
| Place: Chennai |
Sitaben S Patel |
| Date: August 14, 2023 |
Chairperson |
+91-9892691696
