Your Directors have pleasure in presenting the 45th Annual Report along with the Audited Statement of Accounts of the Company forthe financial year ended 31 st March, 2024.
FINANniAl HirSHI IfiHTS Re In I akhc
Particulars
31st March, 2024
31st March, 2023
Profit /(Loss )before tax
48.93
(124.09)
Less: Tax Expense
1.78
(5.67)
Profit /(Loss) aftertax
47.15
(118.42)
Other Comprehensive Income for the year, net of tax
0.00
Total Comprehensive Income for the year
With a view to conserve resources for growth of Company, the Board recommends no dividend for the year ended 31st March, 2024.TRANSFER TO RESERVE
The Company did not transfer any amount to General Reserve during the year.
The Company is registered with Reserve Bank of India as a Non-Deposit taking Non-Banking Financial Company. The Companyhas neither invited nor accepted/renewed any deposits from the public within the meaning of Chapter V ofCompanies Act, 2013 orextant regulations of the Reserve Bank of India during the year under review.
During the year, there has been no change in the capital base of the Company, which comprises of 7500000 Equity Shares ofRs.10/-each.
There has been no change in the nature of business of the Company during the year.
There has been no significant and/or material order(s) passed by any Regulators/Courts/Tribunals impacting the going concern statusof the Company's operations in future.
In terms of Section 152 of the Companies Act, 2013, Mrs. Sangeeta Sethia (DIN:00585682), retires by rotation from the Board ofDirectors of the Company at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment.
Additional information pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of Directorseeking re-appointment is given in the Notice convening Annual General Meeting Notice of the Company.
None of the Directors of the Company is disqualified for being appointed as a Director, under section 164(2) of the Companies Act,2013.
During the year Mr. Ganesh Kumar Chindaliya (PAN - AHAPC8979K) resigned from the post Chief Financial Officer and Mr. SurajBhowmick (PAN - CHNPB8921M) was appointed as a Chief Financial Officer of the Company.
Mrs. Smita Jain (ICSI Membership No. 19138 resigned from the post of Company Secretary and Mrs. Priyanka Mundhara (ICSIMembership No. 39157) appointed as Company Secretary with effect from 10.05.2024.
The Company has received the necessary declaration from each Independent Director of the Company under section149(7) ofCompanies Act, 2013 that they meet the criteria of Independence as laid down under the provisions of sub-section (6) of section 149of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
There are no Subsidiaries, Joint Ventures and Associate Company during the financial year 2023-24 under review.
Pursuant to the provisions of section 134(3)(c) of the Companies Act, 2013, it is hereby confirmed that:
a) In the preparation of the Annual Accounts for the year ended 31 st March, 2024, the applicable accountingstandards hadbeen followed along with the proper explanation relating to material departures, if any;
b) That such accounting policies have been selected as mentioned in the Notes to Financial Statements and applied themconsistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as on 31 st March, 2024 and of the profit of the Company for the year ended on that date;
c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with theprovisions of the Act for safeguarding the assets of Company and for preventing and detecting fraud and other irregularities;
d) that annual accounts have been prepared for the financial year ended 31 st March, 2024 on 'going concern 'basis;
e) that proper internal financial controls to be followed by the Company and that such internal financial controls are adequateand were operating effectively;
f) that proper system have been devised to ensure compliance with the provisions of all applicable laws and thatsuch systemswere adequate and operating effectively.
M/s. M/s. J Gupta & Co LLP, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the 48thAnnual General Meeting to be scheduled in 2027. They have confirmed their eligibility and are not disqualified to act as auditors ofthe Company and they shall be paid remuneration as may be finalized by the Board of Directors of the Company.
The observations made by the auditor's in the Auditors' Report are self explanatory and do not contain any qualification or anyadverse remarks and, therefore need no further clarifications or any further explanations as required under sub-section (3) of section134 of Companies Act, 2013.
In compliances with provisions of Section 204 and other applicable provisions of Companies Act 2013, a Secretarial Audit wasconducted during the year by Secretarial Auditor Mr. Rajesh Ghorawat (CP No.20897). The Secretarial Auditor's Report for thefinancial year ended 31 st March, 2024 is attached as Annexure-A and form part this report.
There are no qualifications or observations or remarks made by the Secretarial Auditors in their Audit Report.
The Company complies with all applicable Secretarial Standard.
There was no fraud reported by Auditors of the Company under Section 143 (12) of the Companies Act, 2013, to the Audit Committeeor Board of Directors during the year under review.
Eight meetings of the Board of Directors were held during the year. The details of various Board Meetings are provided in theCorporate Governance Report of this Annual Report.
Transparency is the cornerstone of your Company's philosophy and all requirements of Corporate Governance are adhered to bothin letter and spirit. All the Committees of the Board of Directors meets at regular intervals as required in terms of SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015. Your Board of Directors has taken all the necessary steps to ensurecompliances with all statutory requirements. The Directors and Key Managerial Personnel of your Company have complied with theapproved code of conduct for the Board and Senior Management.
The Report on Corporate Governance as required under regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 is attached as a separate section forming part of the Annual Report. The Auditors' Certificate on compliance withCorporate Governance Requirements is also attached to this report.
Preparation of Business Responsibility Report is not applicable to the Company.
In terms of provision of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, themanagement discussion and analysis report for the year is presented, in a separate section forming part of the Annual Report.
The Company's share continues to remain listed with BSE Ltd. and The Calcutta Stock Exchange Ltd. The Company has paid theannual listing fees for the year 2024-25 to both the Stock Exchanges.
No material changes and commitments have occurred after the close of the financial year 2023-24 till the date of thisReport, whichaffect the financial position of the Company.
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherenceto the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy andcompleteness of the accounting records, and the timely preparation of reliable financial disclosure.
In terms of the provision of Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014 or amendment thereof, if any, in respect of the managerial personnel of the company is attachedhere as Annexure-B.
There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3)(q) read with Rule5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Your Company does not have any activity requiring conservation of energy or technology absorption and there was no foreignexchange earnings and/or foreign exchange outgo.
All related party transactions that were entered into during the financial year were at arm's length basis and were in the ordinarycourse of business. Details of materially significant related party transactions are the transactions of a material nature between theCompany and the Promoters, Management, Directors or their relatives etc. are disclosed in the Note No. 37 of the FinancialStatements in compliance with the Accounting Standard relating to "Related Party Disclosures".
There are no materially significant related party transactions with the Company's Promoters, Directors, Managementor their relatives,which may have a potential conflict with the interest of the Company.
The copy of annual return of the Company has been placed on the website of the Company and can be accessed atwww. sarvotta mfi nvest. i n.
As required under provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company hasestablished a well documented and robust risk management framework.
The Audit Committee of the Board of Directors reviews the Risk Management Strategy of the Company to ensure effectiveness ofthe Risk Management policy and procedures. Board of Directors of the Company is regularly apprised on the key risk assessmentareas and a mitigation mechanism is recommended.
During the year, the Board has reviewed the risk assessment and a risk minimization procedure commensurate to the risks has beenadopted and is in place.
The Company does not fall in the category of Companies to which section 135(1) of Companies Act, 2013 isapplicable. HenceCorporate Social Responsibility requirements are not applicable to Company.
In accordance with Section 177(9) and 177(10) of the Companies Act, 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015 the Company has established a Vigil Meehanism/Whistle Blower Policy. The policy is available atCompany's website.
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Company has formulated the criteria for the evaluation of the performance of Board of Directors, Independent Directors,Non-Independent Directors and the Chairman of the Board. Based on that performance evaluation has been undertaken. TheIndependent Directors of the Company have also convened a separate meeting for this purpose. All the results and evaluation hasbeen communicated to the Chairman of the Board of Directors. All Directors of the Board are familiar with the business of theCompany.
The Company continues to comply with all the requirements prescribed by the Reserve Bank of India from time to time.
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013. All employees are covered under this policy.
During the year under review, no case was filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013.
Your Directors wish to place on record their appreciation for continued guidance and co-operation received from the variousstakeholders including financial institutions and banks, regulators, government authorities and other business associates, who haveextended their valuable support and encouragement during the year under review. The Directors thank the Company’s employees,customers, vendors, investors and academic partners for their continuous support.
The Directors appreciate and value the contribution made by every member of the Company.
For and on behalf of the BoardManoj Sethia
Place: Kolkata Chairman
Date: 15th July, 2024 DIN: 00585491