Share Wealth

TO THE MEMBERS OF SRESTHA FINVEST LIMITED

(formerly known as M S Investments Ltd)

The Directors have pleasure in presenting the 31st Director's Report of SRESTHA FINVEST LIMITED (the Company) and along with the Audited financial statements for the financial year ended 31st March, 2016.

1. FINANCIAL RESULTS

The financial results of the Company for the year ended 31st March 2016 is summarized below:

(Rs in lakhs)

2. DIVIDEND

No Dividend has been declared during the year in order to preserve the resources for future growth of the company.

3. TRANSFER TO RESERVES

The Company proposes to transfer Rs.29810/- to the Statutory Reserve out of amount available for appropriations as per RBI Guidelines and an amount of Rs.264683/- is proposed to be retained in the Profit and Loss Account.

4. OPERATING RESULTS AND BUSINESS OPERATIONS

During the financial year 2015-16, your Company has achieved Rs.147.16 Lakhs Gross revenue from operations.

5. HUMAN RESOURCES DEVELOPMENT

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. Company’s Health and Safety Policy commits to provide a healthy and safe work environment to all employees.

6. DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. During the financial year 2015-16, No complaints remain pending as of 31st March, 2016.

7. BUSINESS EXCELLENCE AND QUALITY INITIATIVES

Your Company continues to be guided by the philosophy of business excellence to achieve sustainable growth

8. DOCUMENTS PLACED ON THE WEBSITE (www.srestha.co.in)

The following documents have been placed on the website in compliance with the Act:

- Financial statements along with relevant documents as per third proviso to section 136(1).to section 177(10).

9. SUBSIDIARY COMPANIES

Your Company has no subsidiaries. There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”).

10. CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATION REQUIRED UNDER THE COMPANIES ACT, 2013 AND LISTING AGREEMENT

As per Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Listing Agreement, entered into with the stock exchanges, Corporate Governance Report with Auditors’ certificate thereon and Management Discussion and Analysis report are attached and form part of this report. Various information required to be disclosed under the Act and the Listing Agreement is set out in the Annexure-I and forms part of this report.

11. 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 2015

16, 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 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 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.

12. AUDITORS AND SECRETARIAL AUDITORS REPORT

There are no disqualifications, reservations or adverse remarks or disclaimers in the Auditors and Secretarial Auditors Report.

13. 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 :-

1. 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.

2. The Company is not involved in any Technological Absorption based activities. Hence same is not reportable.

3. The Company has not dealt in any Foreign Exchange in any manner during the year under review. Hence the same is not reportable.

14. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Policy Rules are not applicable to the Company during the year under review.

15. BOARD EVALUATION

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation. Directors, who were designated, held separate discussions with each of the Directors of the Company and obtained their feedback on overall Board effectiveness as well as each of the other Directors. Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee (NRC).

The meeting of NRC also reviewed performance of the Chief Financial Officer and Whole time Director on goals (quantitative and qualitative) set since their appointment during the year.

A separate meeting of the independent directors (“Annual ID meeting”) was convened, which reviewed the performance of the Board (as a whole), the non-independent directors and the Chairman. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the NRC with the Board's Chairman covering performance of the Board as a whole performance of the non-independent directors and performance of the Board Chairman.

16. 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.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board recommends their appointments and accordingly resolutions seeking approval of the members for their appointments have been included in the Notice of forthcoming Annual General Meeting of the Company along with their brief profile.

Mr. Narendra Kumar Nahar, Director, retires by rotation and being eligible, has offered himself for re-appointment.

Mrs. Navitha Jain, who was appointed as additional director of the company on 12/04/2016 seeks appointment as director of the company

The Board recommends the same for your approval.

Pursuant to the provisions of Section 203 of the Act, the appointment of Mr. Kamlesh Parasmal, Whole time Director, Mr. M. Parthasarathi, Chief Financial Officer and Mr. A. Jithendra Kumar, Company Secretary, were formalized as the Key Managerial Personnel of the Company.

18. AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. K. Subramanyam & Co, Chartered Accountants, were appointed as Statutory Auditors of the Company from the conclusion of the this Annual General Meeting (AGM) of the Company till the conclusion of the next AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

19. PARTICULARS OF EMPLOYEES

The information required under section 197 of the Act and rules made there-under, in respect of employees of the Company are disclosed appropriately.

20. 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.

21.OTHER MATTERS:

1. Increase in Authorized Capital of the Company:-

The company proposes to increase the Authorized Share Capital of the company from present Rs.6 Crores to Rs.15 Crores subject to approval of members at ensuing General Body Meeting.

2. Preferential Allotment to Non-Promoters:-

The company proposes to issue 1,00,00,000 Equity Shares on preferential basis to non- promoters @ Rs.12.50/- per share (including premium of Rs.2.50/- per share) subject to approval of Members at the ensuing Annual General Meeting.

3. Sub-Division of Equity Shares:-

The company proposes to split the Face Value of the Equity Shares from Rs.10/- to Rs.2/- each subject to approval of Members at ensuing Annual General Meeting of the company.

Note : The Memorandum of Association & Articles of Association of the Company are to be amended to incorporate above Resolutions subject to approval of Members at the ensuing Annual General Meeting.

By Order of the Board of Directors

For SRESTHA FINVEST LIMITED

(Formerly known as M S Investments Ltd)

Sd/-

Kamlesh Parasmal

Whole time Director

DIN No: 00810823