Your Directors have pleasure in presenting the 39th Director's Report of SRESTHA FINVEST LIMITED (the Company) along with the Audited financial statements for the financial year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS
(Rs in lakhs)
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Particulars
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Year Ended
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Year Ended
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March 31,2024
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March 31,2023
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Income from Operations
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1276.42
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274.71
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Non-operating Income
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6.00
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0.00
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Total Income
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1282.42
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274.71
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Total Expenditure
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651.18
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708.99
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Profit/Loss before Depreciation, Interest and Taxation
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(631.24)
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(434.29)
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Interest & Finance Charges
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389.32
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30.73
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Depreciation
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54.36
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2.70
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Profit/Loss before Tax
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187.56
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(467.71)
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Provision for Current Taxes
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10.88
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27.43
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Provision for Deferred Taxes
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(3.58)
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2.27
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Profit/Loss after Tax
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173.86
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(497.41)
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Other Comprehensive Income
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2230.14
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4.27
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Total Comprehensive Income
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2404.00
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(493.13)
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2. BUSINESS EXCELLENCE AND QUALITY INITIATIVES
Your Company continues to be guided by the philosophy of business excellence to achieve sustainable growth.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of your Company during the year under review.
4. DIVIDEND
After careful assessment of the available profit during the financial year ended 31st March, 2024, your Directors have not recommended any dividend for the financial year ended 31st March, 2024.
5. TRANSFER TO RESERVE
There has been no transfer to general reserves during the year. As required by Reserve Bank of India, the Company made a transfer of Rs. 37.51 lakhs to statutory reserves constituting 20% of the net profits made during the year under review.
6. OPERATING RESULTS AND BUSINESS OPERATIONS
During the financial year 2023 - 2024, your Company has earned a profit of Rs. 173.86 Lakhs as compared to the loss of Rs. 497.41 Lakhs in previous year 2022 — 2023.
7. 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.
8. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 1 34(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 2023-24, 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.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors liable to retire by rotation
Mr. Mayurdwajsinh Sahadevsinh Rana (DIN: 09234993) retires by rotation at the ensuing AGM, being eligible, offers himself for reappointment. Brief details of Mr. Mayurdwajsinh Sahadevsinh Rana (DIN: 09234993), who is seeking re-appointment, are given in the Notice of 39th AGM
Key Managerial Personnel
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, 2024.
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.
10. 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, 201 3 along with relevant Rules framed thereunder and Regulation 1 6 (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.
Further, the Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors hold highest standards of integrity and possess the relevant proficiency, expertise and experience to qualify and continue as Independent Directors of the Company and are Independent of the Management of the Company
11. NUMBER OF MEETINGS OF THE BOARD
Eight (8) meetings of the Board of Directors were held during FY 2023-24. Details of the meetings and attendance thereat forms part of the Corporate Governance Report.
12. AUDIT COMMITTEE
The Company has constituted an Audit Committee in compliance with Section 177 of the Companies Act, 2013 and Regulation 1 8 of the Listing Regulations. The Composition of the Audit Committee in terms of Section 177(8) along with its terms of reference incorporating its functions are disclosed and is available in the Corporate Governance Report forming part of the Annual Report. During FY 2023-24, there were no such instances where the Board has not accepted the recommendations of the Audit Committee.
13. 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.
14. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION
The Company’s policy on Directors’ appointment and remuneration
including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under section 1 78(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/policies.php.
15. ANNUAL RETURN
Pursuant to Section 92(3) read with 1 34(3) of the Act, Annual Return in e-form MGT-7 has been placed on the website of the Company under investor Relations tab at www.srestha.co.in.
16. RISK MANAGEMENT
The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Company’s process and policies for determining risk tolerance and review management’s 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.
17. 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.
18. HUMAN RESOURCES DEVELOPMENT
The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. Your Company strives to provide a healthy and safe work environment to all employees.
19. 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 1 97 of the Act, read with Rule 5 (1) and (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
20. 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 1 86 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.
21. TRANSACTIONS WITH RELATED PARTIES
All the Related Party Transactions (RPT) that were entered into during FY 2023 - 24 were at arm’s length basis and were in the ordinary course of business. Details of transactions with related parties during FY 2023- 24 are provided in the notes to the financial statements. Accordingly, the disclosure of RPTs as required under the provisions of
Section 1 34 (3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.
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/policies.php. The Directors draw attention of the Members to Notes to the Financial Statements which sets out related party disclosures.
22. DEPOSIT FROM PUBLIC
Your Company has not accepted any public deposits during the year under review and shall not accept any deposits from the public without obtaining prior approval of the RBI. Further, your Company being an NBFC, disclosure requirements under Chapter V of the Act read with Rule 8(5)(v) and 8(5)(vi) of the Companies (Accounts) Rules, 2014 are not applicable to your Company.
23. 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 Company’s Code of Governance and Ethics. The policy is available on the website of the Company at https://www.srestha.co.in/policies.php.
24. 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, 201 3 are provided in the Corporate Governance Report. During the financial year 2023-24, No complaints remains pending as of March 31, 2024.
25. 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 — 1 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.
26. AUDITORS Statutory Auditors
As per Section 1 39 of the Act, the members of the Company in its 38th Annual General Meeting (AGM) of the Company approved the appointment of M/s. Darpan & Associates, Chartered Accountants (FRN: 016156S), Chennai as Statutory Auditors of the Company, for a term of 5 (five) consecutive years from the conclusion of the 38th AGM till the conclusion of the 43rd AGM. The Board of Directors have adopted the Auditors Report as issued by the Statutory Auditor.
Secretarial Auditors
As per the provisions of Section 204 of the Companies Act, 201 3 read with corresponding Rules framed thereunder, the Board of Directors at its meeting held on July 07, 2023 had appointed M/s. SPAN & CO.,
Company Secretaries LLP, Practising Company Secretaries, Chennai as the Secretarial Auditors of the Company to carry out the secretarial audit from the FY 2022 — 23 to FY 2024-25. The Secretarial Audit Report for FY 2023-24 issued in this regard is annexed as Annexure - 2.
The Auditors’ Report and the Secretarial Audit Report for the Financial Year ended March 31, 2024, do not contain any qualification or reservation or adverse remarks.
27. 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).
28. RBI GUIDELINES
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.
29. COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India.
30. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Policy Rules are not applicable to the Company during the year under review.
31. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has no subsidiary, Joint Ventures or Associate Companies during the year under review.
32. 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.
33. SHARE CAPITAL / CHANGES IN CAPITAL STRUCTURE
During the year 2023-24, the Company had allotted 25,00,00,000 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. 1,1 6,00,00,000/- divided into 58,00,00,000 fully paid equity shares of Rs 2/- each. The proceeds of the issue of 25,00,00,000 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.
34. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Disclosure stipulated as under Section 1 34(3) of Companies Act, 201 3 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.
35. 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, 201 6 (“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
36. 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/-
Sitaben S Patel
Date: May 30, 2024 Chairperson
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