Dear Members,
Your Directors have pleasure in presenting their 39th Annual report on the
afiairs of the Company together with the Audited Financial Statements of Accounts for the
Financial year ended on March 31, 2024.
FINANCIAL HIGHLIGHTS:
(Rs. In Lacs)
Particulars |
For the Year Ended March 31, 2024 |
For the Year Ended March 31, 2023 |
| Revenue from Operations |
2,286.48 |
111.28 |
Other Income |
0.44 |
4.28 |
Total Income |
2,286.92 |
107.00 |
Less: Total Expenditure |
353.64 |
1151.19 |
Profit/ (loss) before Taxation |
1,933.28 |
(1258.20) |
| Less: Current Tax |
141.00 |
- |
| Less: Prior year Tax Provisions |
(0.95) |
- |
| Less: (Excess)/Short provision for tax relating to prior years |
6.22 |
138.99 |
Profit/(loss) after taxation |
1,787.01 |
(1397.19) |
Add: Balance brought forward |
- |
- |
| Profit available for appropriation |
1,787.01 |
(1397.19) |
Less: Appropriation: |
|
|
| Transfer to Special Reserve u/s. 45I of RBI Act. |
357.39 |
227.26 |
| Transfer to General Reserve |
- |
- |
| Securities Premium |
1,725 |
2,350 |
| Dividend on equity shares of face value of Rs.2/- each |
66 |
- |
| Provision for Tax on Proposed Dividend |
- |
- |
Balance carried forward to Balance Sheet |
1,787.01 |
(1397.19) |
Other Comprehensive Income |
298.23 |
(36.05) |
Note:Previousyear'sfigureshavebeenregrouped/reclassifiedwherevernecessarytocorrespondwiththecurrentyear'sclassification/disclosure.
The Financial Statements of the Company are prepared in accordance with Indian Accounting
Standards (IND AS) including the Rules notified under the relevant provisions of the
Companies Act, 2013, forms part of the Annual Report and Accounts.
OPERATIONS AND COMPANY'S PERFORMANCE:
For the Financial Year ended March 31, 2024, your Company earned Profit Before Tax of
Rs. 1,933.28 lacs as against Loss of Rs. 1,258.20 lacs in the previous Financial Year
ended March 31, 2023. The Profit after Tax for the Financial Year ended March 31, 2024 was
Rs. 1,787.01 lacs as against loss of Rs. 1,397.19 lacs in the previous Financial Year.
The Standalone basic and diluted EPS of the Company stood at Rs. 3.49 for the Financial
Year ended March 31, 2024 as against Rs. (2.79) for the Financial Year ended March 31,
2023.
DIVIDEND:
The Board of Directors have recommended a final dividend of Rs. 0.10/- per equity share
(i.e. 5% on the Paid up Equity Share Capital) of face value of Rs. 2/- each fully paid up
subject to declaration by Members at the ensuing 39th Annual General Meeting
(39th AGM) of the Company. With this, the total dividend for the Financial Year
2023-24 will be Rs. 0.10/- per share.
In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) (Second Amendment) Regulations, 2016, as the Company is not coming under the
limit of top 1000 listed Companies on basis of Market capitalization thus it is not
required to prepare Dividend Distribution policy.
TRANSFER TO RESERVES:
Under Section 45-IC (1) of Reserve Bank of India (‘RBI') Act, 1934, non-banking
financial companies (‘NBFCs') are required to transfer a sum not less than 20% of its
net profit every year to reserve fund before declaration of any dividend. The amounts
transferred to General Reserve, Statutory Reserve and Securities Premium Account are
mentioned in the Financial Highlights under the heading ‘Appropriations'.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the
Companies Act, 2013 do not apply.
SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS:
Subject to the applicable Provisions of the Companies Act, 2013 read with various
Circulars and notifications issued from time to time, all documents, including the notice
and Annual Report will be sent through electronic transmission in respect of members whose
email IDs are registered in their demat account or are otherwise provided by the members.
CHANGE OF REGISTERED OFFICE:
During the financial year, the Registered Ofice of the Company was shifted within the
local limits of the city i.e. from 206, Second Floor, Ashirwad Paras 1, Near Kanti Bharwad
PMT Opposite Andaz Party Plot, Makarba Ahmedabad-380051, Gujarat to 306, 3rdFloor,
Ashirwad Paras-1, Near Kanti Bharwad PMT, Opposite Andaj Party Plot, S. G. Highway,
Makarba, Ahmedabad-380051, Gujarat w.e.f May 05, 2023.
CHANGE IN THE NATURE OF THE BUSINESS:
During the year, there is no change in the nature of the business of the Company.
PUBLIC DEPOSITS:
During the year, your Company has not accepted any deposits from the public within the
meaning of Sections 73, 74, 75 and 76 of the Companies Act, 2013 and the Rules framed
there under to the extent notified 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.
ANNUAL SECRETARIAL COMPLIANCE REPORT:
The Company has undertaken an audit for the Financial Year 2023-24 for all applicable
compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The
Annual Secretarial Compliance Report duly signed by Mr. Devesh Khandelwal, Proprietor of
M/s.fiKhandelwal Devesh & Associates, Practising Company Secretaries has been
submitted to the Stock Exchanges and is annexed at "Annexure A" to this
Board's Report.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary, Joint venture or Associate Company during the
year under review.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: a) Composition of Board and Key
Managerial Personnel
Name of Directors |
Designation |
Category |
No. of Board Meeting held during the year |
No. of Meeting director is entitled to attend |
No. of Board Meeting attended during the year |
Mrs. Shweta Samir Shah |
Managing Director |
Promoter, |
13 |
12 |
12 |
|
|
Executive |
|
|
|
Mr. Sagar Samir Shah |
Whole-Time Director |
Promoter, |
13 |
12 |
12 |
|
|
Executive |
|
|
|
Mr. Munjal |
Director |
Promoter, Non- |
13 |
05 |
05 |
Mahendrabhai Patel* |
|
Executive |
|
|
|
Mr. Vipul Shirish Sheth |
Director |
Independent, |
13 |
13 |
13 |
|
|
Non-Executive |
|
|
|
Mrs. Barkha Balkrushnan |
Women Director |
Independent, |
13 |
13 |
13 |
Deshmukh |
|
Non-Executive |
|
|
|
Mr. Devi Prasad |
Director |
Independent, |
13 |
04 |
00 |
Choudhary** |
|
Non-Executive |
|
|
|
Name of Directors |
Designation |
Category |
No. of Board Meeting held during the year |
No. of Meeting director is entitled to attend |
No. of Board Meeting attended during the year |
| Mr. Nishith Trivedi*** |
Director |
Independent, |
13 |
08 |
08 |
|
|
Non-Executive |
|
|
|
| Mr. Parimal Suryakant |
Director |
Independent, |
13 |
05 |
05 |
| Patwa# |
|
Non-Executive |
|
|
|
| Mr. Pranav Bharatkumar |
Chief Financial |
- |
- |
- |
- |
| Chalishajar |
Oficer |
|
|
|
|
| Ms. Pinaj Jain## |
Company Secretary |
- |
- |
- |
- |
|
and Compliance |
|
|
|
|
|
Oficer |
|
|
|
|
| Mrs. Sangeeta Amit |
Company Secretary |
- |
- |
- |
- |
| Khyani### |
and Compliance |
|
|
|
|
|
Oficer |
|
|
|
|
* Munjal Mahendrabhai Patel (DIN: 02319308) had resigned from the ofice of
Non-Executive Director of the Company w.e.f. October 13, 2023. ** Mr. Devi Prasad
Choudhary (DIN: 08782156) had resigned from the ofice of Independent Director of the
Company w.e.f. August 24, 2023.
*** Mr. Nishith Trivedi (DIN: 10332082) has been appointed as an Additional Director
under the Category of the Independent Director of the Company w.e.f. October 13, 2023 and
confirmed as Independent Director by the members in the Extra-Ordinary General Meeting
held on November 10, 2023.
# Mr. Parimal Suryakant Patwa has been appointed as an Additional Director under the
Category of the Independent Director of the Company w.e.f. January 12, 2024 and confirmed
as Independent Director by the members by way of Postal Ballot on April 10, 2024.
## Ms. Pinaj Jain had resigned from the ofice of Company Secretary and Compliance
Oficer of the Company w.ef. September 15, 2023. ### Mrs. Sangeeta Amit Khyani has been
appointed as Company Secretary and Compliance Oficer of the Company w.ef. December 20,
2023.
b) Re-appointment of Director retiring by rotation
Mr. Sagar Samir Shah (DIN: 03082957), Whole-Time Director of the Company will retire by
rotation at the ensuing 39th AGM and being eligible, ofiers himself for
re-appointment. The Board of Directors in its meeting held on September 02, 2024 based on
the recommendation of Nomination and Remuneration Committee recommended to the Members
re-appointment of Mr. Sagar Samir Shah as director of the Company retiring by rotation.
The necessary resolutions for re-appointment of Mr. Sagar Samir Shah as director
retiring by rotation together with requisite disclosures are set out in the Notice of the
39th AGM. The Board recommends to the Members passing of the said resolutions..
c) Declaration by Independent Directors
Pursuant to the provisions of Section 149 of the Act, the independent directors have
submitted declarations that each of them meets the criteria of independence as provided in
Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of
the Listing Regulations. There has been no change in the circumstances afiecting their
status as independent directors of the Company. d) Performance Evaluation at Board and
Independent Directors' Meetings
The Board, the Committees of the Board and independent directors continuously strive
for eficient functioning of Board and its committees and better corporate governance
practices. A formal performance evaluation was carried out by the Board of Directors where
the Board made an annual evaluation of its own performance, the performance of Directors
individually as well as the evaluation of the working of its various Committees for the
Financial Year 2023-24 on the basis of performance criteria. The Board expressed its
satisfaction with the evaluation process. The observations made during the evaluation
process were noted and based on the outcome of the evaluation and feedback of the
Directors, the Board and the management agreed on various action points to be implemented
in subsequent meetings. The Independent Directors met on March 29, 2024 without the
presence of other directors or members of Management. All the Independent Directors were
present at the meeting. In the meeting, the Independent Directors reviewed performance of
Non–Independent Directors, the Board as a whole and Chairman. They assessed the
quality, quantity and timeliness of fiow of information between the Company Management and
the Board. The Independent Directors expressed satisfaction over the performance and
efiectiveness of the Board, individual Non-Independent Directors and the Chairperson.
e) Number of Meetings of the Board
13 (Thirteen) Board Meetings were held during the Financial Year 2023-24. The details
of the Board and various Committee meetings are given in the Corporate Governance Report. f)
Policies on appointment of Directors and Remuneration:
The management of the Company is immensely benefitted from the guidance, support and
mature advice from members of the Board of Directors who are also members of various
committees. The Board consists of directors possessing diverse skill, rich experience to
enhance quality of its performance. The Company has adopted a Policy on Board Diversity
formulated by the Nomination and Remuneration Committee. The Company's Remuneration Policy
is framed for remuneration of Directors (Executive and Non-Executive), Key Managerial
Personnel and Senior Management Personnel in line with the requirement of the Section 178
of the Act, Regulation 19 read with Part D of Schedule II to the Listing Regulations and
Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale
Based Regulation) Directions, 2023. These Policies are available on the Company's website
at www.serafinances.com. The Company has also formulated policy on Succession Planning for
Directors and Key Managerial Personnel for continuity and smooth functioning of the
Company. g) Key Managerial Personnel
The Board of Directors, on recommendation of Nomination and Remuneration Committee,
approved changes in the key managerial personnel as a part of periodical review of their
role, function and responsibility and to meet organizational needs.
During the year under review, Ms. Pinaj Jain ceased to be Key Management Personnel with
efiect September 15, 2023 and Mrs. Sangeeta Amit Khyani has been appointed as Key
Management Personnel of the Company with efiect from December 19, 2023.
The following persons continued as Key Managerial Personnel ("KMP") of the
Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: The
following persons continued
1. Mr. Shweta Samir Shah, Managing Director
2. Mr. Sagar Samir Shah, Whole-Time Director
3. Mr. Pranav Bharatkumar Chalishajar, Chief Financial Oficer
5. Mrs. Sangeeta Amit Khyani, Company Secretary & Compliance Oficer
h) Fit and Proper and Non-Disqualification Declaration by Directors:
All the Directors of the Company have confirmed that they satisfy the ‘fit and
proper' criteria as prescribed under Chapter XI of Master Direction – Reserve Bank of
India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023, and
that they are not disqualified from being appointed/re-appointed/continuing as Director in
terms of Section 164(1) and (2) of the Act.
INDEPENDENT DIRECTORS' MEETING:
The Independent Directors of your Company often meet before the Board Meetings without
the presence of the Chairman of the Board or the Managing Director or the Executive
Director or other Non-Independent Directors or Chief Financial Oficer or any other
Management Personnel. These Meetings are conducted in an informal and flexible manner to
enable the Independent Directors to discuss matters pertaining to, inter alia, review of
performance of Non-Independent Directors and the Board as a whole, review the performance
of the Chairman of the Company (taking into account the views of the Executive and
Non-Executive Directors), assess the quality, quantity and timeliness of flow of
information between the Company Management and the Board that is necessary for the Board
to efiectively and reasonably perform their duties. One Meeting of Independent Directors
was held on March 29, 2024 during the year and this meeting was well attended by all the
Independent Directors of the Company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(3)(c) of the Companies Act, 2013 with
respect to Directors' Responsibility Statement, Your Directors confirm that they have: (i)
followed applicable accounting standards, alongwith proper explanation relating to
material departures in the preparation of the annual accounts for the financial year ended
on March 31, 2024; (ii) 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 afiairs of the Company at the end of the financial year and of
the profit of the Company for the year under review;
(iii) taken proper and suficient care for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) prepared the annual accounts for the financial year ended on March 31, 2024 on a
going concern basis; (v) had devised proper systems to ensure compliance with the
Provisions of all applicable laws and such systems were adequate and operating
efiectively; and (vi) laid down internal financial controls to be followed by the Company
and that such internal financial controls are adequate and are operating efiectively.
RBI GUIDELINES:
Your Company has complied with the various requirements prescribed under the Master
Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based
Regulation) Directions, 2023 within the specified timelines. The Company continues to
comply with the Master Direction – Reserve Bank of India (Non-Banking Financial
Company – Scale Based Regulation) Directions, 2023 and all the applicable laws,
regulations, guidelines, etc. prescribed by RBI from time to time.
AUDITORS:
The matters related to Auditors and their Reports are as under: a) Statutory
Auditors
Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the present
Auditors of the Company are M/s. Ashit N. Shah & Co. & Associates, Chartered
Accountants, having registration number FRN No. 100624W who were appointed as Statutory
Auditors of the Company to hold ofice till the conclusion of the 40th Annual
General Meeting of the Company to be held in the year 2025.
Pursuant to amendments in Section 139 of the Companies Act, 2013, the requirements to
place the matter relating to such appointment for ratification by members at every AGM, is
not required. Hence, the resolution relating to ratification of Auditor's appointment is
not included in the notice of the ensuing AGM. The Auditors have confirmed that they are
not disqualified from continuing as Auditors of the Company and they hold a valid
certificate issued by the ICAI.
They have confirmed their eligibility and qualifications required under the Act for
holding ofice as Auditor of the Company.
During the financial year 2023-24, no frauds have either occurred or noticed and/or
reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time).
Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.
The Notes to the financial statements referred in the Auditors Report are
self-explanatory. There are no qualifications or reservations or adverse remarks or
disclaimers given by Statutory Auditors of the Company and therefore do not call for any
comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed
with the financial statements in this Annual Report.
It is to be noted that Audit Report given by the Auditor is unqualified. b) Cost
Auditor
As the cost audit is not applicable to the Company, therefore the Company has not
appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with
the Companies (Cost Records and Audit) Amendment Rules, 2014.
Further, maintenance of cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company
and accordingly such accounts and records are not made and maintained, c) Internal
Auditor
The Board of Directors has on the recommendation of Audit Committee, and pursuant to
the provision of Section 138 of the Companies Act 2013, has appointed Mr. Amit
Uttamchandani, Proprietor of M/s. Amit Uttamchandani & Associates, as an Internal
Auditor of the Company. d) Secretarial Auditor
Pursuant to the Provisions of Section 204 of the Act, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company engaged
the services of M/s. Khandelwal Devesh & Associates, Firm of Practicing Company
Secretaries, Ahmedabad to conduct the Secretarial Audit of the Company for the financial
year ended March 31, 2024. The Secretarial Audit Report for the financial year ended March
31, 2024 in Form No. MR - 3 is attached as "Annexure B" to this report.
The said report contains observation or qualification certain observation and
qualification which are mentioned here in under.
The said report contains observation or qualification which is mentioned as below:
Qualification |
Explanation |
| The Company failed to appoint the Company Secretary as |
The management clarified that the Company was in| search |
| compliance oficer within the stipulated time as per Regulation |
of right candidate for the post of Company Secretary after |
| 6(1A) of SEBI LODR. However, The Company has appointed |
resignation of Ms. Pinaj Jain as Company Secretary and |
| Company Secretary Mrs. Sangeeta Amit Khyani as Company |
Compliance Oficer of the Company w.e.f. September 15, 2023. The |
| Secretary and Compliance Oficer w.e.f. December 20, 2023. |
Company has appointed Mrs. Sangeeta Amit Khyani as Company |
|
Secretary and Compliance Oficer w.e.f. December 20, 2023. |
COMPANY SECRETARY AND COMPLIANCE OFFICER:
Ms. Pinaj Jain has been appointed as Whole Time Company Secretary and Compliance Oficer
of the company. However, she resigned from the ofice of Company Secretary and Compliance
Oficer of the company w.e.f. September 15, 2023. Therefore, Board of Directors of the
Company in their meeting held on December 19, 2023 had appointed Mrs. Sangeeta Amit Khyani
as Company Secretary and Compliance Oficer of the company w.e.f. December 20, 2023.
SHARE CAPITAL:
Authorised Share Capital:
The Authorized share capital of the Company was Rs. 10,00,00,000 consisting of
5,00,00,000 Equity Shares of Rs. 2/- each.
However, during the year under review, The Authorized share capital of the Company has
been increased from Rs. 10,00,00,000 consisting of 5,00,00,000 Equity Shares of Rs. 2/-
each to Rs. 14,00,00,000 consisting of 7,00,00,000 Equity Shares of Rs. 2/- each by
passing Special Resolution at Extra Ordinary General Meeting of the Members dated November
10, 2023.
Issued, Subscribed and Paid up Capital:
The issued, subscribed and paid up Equity Share Capital of the Company as on March 31,
2024 stood at Rs. 13,00,00,000/- consisting of 6,50,00,000 Equity Shares of Rs. 2/- each.
During the Financial Year under review, the paid-up Equity Share Capital of the Company
has been increased on account of issuance and allotment of 1,50,00,000 Equity Shares upon
conversion of warrants of Rs. 2/- each.
Therefore, increase in Issued, Subscribed and Paid-up Share Capital of the Company as
compared to previous financial year is as per below table
Particulars |
For the year ended |
For the year ended |
|
on March 31, 2023 |
on March 31, 2024 |
| Issued Share Capital |
10,00,00,000 |
13,00,00,000 |
| Paid up Share Capital |
10,00,00,000 |
13,00,00,000 |
| Subscribed Share Capital |
10,00,00,000 |
13,00,00,000 |
Therefore, The Issued,Subscribed and Paid up Capital share capital of the Company is
Rs. 13,00,00,000 consisting of 6,50,00,000 Equity Shares of Rs. 2/- each
PREFERENTIAL ISSUE:
During the year under review, the Company has issued and allotted 2,00,00,000 (Two
Crores) Fully Convertible Warrants ("Warrants') each convertible into, or
exchangeable for 1 (one} fully paid-up equity share of the Company having face value of
Rs. 2/- (Rupees Two Only) ("Equity Share") each at an issue price of Rs. 13.50/-
per Warrant including Premium of Rs. 11.50/- each on preferential basis which was approved
by the members in their Extra Ordinary General Meeting of held on November 10, 2023.
Further, the Company has allotted 1,50,00,000 (One crores Fifty Lacs only) Equity
Shares of the Company at a price of Rs. 13.50/- per share including Premium of Rs. 11.50/-
per share upon conversion of 1,50,00,000 warrants as earlier issued and allotted on
preferential basis to Promoter and Non-Promoter Group under the terms of SEBl (Issue of
Capital & Disclosures Requirement) Regulation, 2018 which was approved by the Board of
Directors of the Company in their meeting held on March 02, 2024.
Further, the Company had allotted 1,50,00,000 (One crores Fifty Lacs only) Equity
Shares only upon conversion of warrants. There are 50,00,000 convertible warrants are
still pending for conversion into Equity shares.
SUBfiDIVISION/SPLIT OF SHARES:
During the year under review, the Board of Directors of the Company had proposed and
recommended Division/Stock Split of face value of 1 (One) Equity Share from Rs. 10/- each
to 5 (five) Equity Shares of Rs. 2/- each subject to approval of shareholders.
The Company had made Sub-Division/Stock Split of face value of 1 (One) Equity Share
from Rs. 10/- each to 5 (five) Equity Shares of Rs. 2/- each which was approved by the
members in their meeting held on April 10, 2023.
Further, the Company has made necessary applications to the stock exchange for
Sub-Division/Stock Split of face value of 1 (One) Equity Share from Rs. 10/- each to 5
(five) Equity Shares of Rs. 2/- each which was approved by the exchange. The
Sub-Division/Stock Split of the Company has become efiective from April 28, 2023.
CHANGE OF ISIN NUMBER:
During the year under review, the Company has made Sub-Division/Stock Split of face
value of 1 (One) Equity Share from Rs. 10/- each to 5 (five) Equity Shares of Rs. 2/- each
with efiect from April 28, 2023. Therefore, due to Corporate Action for the Stock Split,
ISIN Number of the Company has been changed from INE017I01019 to INE017I01027. Therefore,
the new ISIN Number of the Company is INE017I01027 w.e.f. April 28, 2023.
PARTICULARSOFCONSERVATIONOFENERGY,TECHNOLOGYABSORPTION,FOREIGNEXCHANGEEARNINGSANDOUTGO:
A. CONSERVATION OF ENERGY: i. the steps taken or impact on conservation of energy:
Nil ii. the steps taken by the company for utilizing alternate sources of energy: None
iii. the capital investment on energy conservation equipments: Nil
B. TECHNOLOGY ABSORPTION: i. the efiorts made towards technology absorption: None
ii. the benefits derived like product improvement, cost reduction, product development or
import Substitution: None iii. in case of imported technology (imported during the last
three years reckoned from the beginning of the financial year)-Nil a) The details of
technology imported: None b) The year of import: N.A. c) Whether the technology been fully
absorbed: N.A. d) If not fully absorbed, areas where absorption has not taken place, and
the reasons thereof: N.A e) The expenditure incurred on Research and Development: Nil
C. FOREIGN EXCHANGE EARNING & OUTGO : i. Foreign Exchange Earning: Nil ii.
Foreign Exchange Outgo: Nil
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013:
The loan made, guarantee given or security provided in the ordinary course of business
by a Non-Banking Financial Company registered with Reserve Bank of India are exempt from
the applicability of provisions of Section 186 of the Act. As such, the particulars of
loans and guarantee have not been disclosed in this Report. During the year under review,
the Company has invested surplus funds in various securities in the ordinary course of
business. For details of the investments of the Company, refer to Note 8 i.e. Investments
of the financial statements
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All the related party transactions were entered into in the ordinary course of business
on an arm's length basis. Hence, no disclosure in Form AOC-2 is necessary and the same
does not form part of this report. For details of the transactions with related party
entered into in the ordinary course of business on an arm's length basis, refer to the
Note 23 i.e. Related Party Disclosures to the financial statements.
As required under the Master Direction – Reserve Bank of India (Non-Banking
Financial Company – Scale Based Regulation) Directions, 2023 and Listing Regulations,
the policy on materiality of related party transactions and dealing with related party
transactions as approved by the Board is uploaded on the Company's website at
www.serafinances.com.
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential confiict with the interest of the Company at large. None of the Directors has
any pecuniary relationship or transaction vis-?-vis the Company save and except the
payment of sitting fees and commission paid to Independent Directors, remuneration to
Directors apart from transactions in the ordinary course of business and on arm's length
basis at par with any member of general public. The Company did not advance any loans to
any of its Directors. The details of the transactions with Related Parties are provided in
the Note 23 i.e. Related Party Disclosures to the Financial Statements.
ANNUAL RETURN:
Pursuant to the Provisions of Section 134(3)(a) and Section 92(3) of the Companies Act,
2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014,
Annual Return of the Company as at March 31, 2024 is hosted on your Company's website at
www.serafinances.com.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impact
on the going concern status and the Company's operations in future.
DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:
The Board Committees play a crucial role in the governance structure of the Company and
have been constituted to deal with specific areas/activities as mandated by applicable
regulations, which concern the Company and need a closer review. The composition and terms
of reference of all the Committees are in compliance with the Companies Act, 2013 and
Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements)
Regulations, 2015, as applicable. During the year, all the recommendations made by the
respective Committees were accepted by the Board. All observations, recommendations and
decisions of the Committees are placed before the Board for information or for approval.
The Company have Audit Committee, Stakeholders' Relationship Committee and Nomination
and Remuneration Committee, the details of which are furnished in the Report on Corporate
Governance that forms part of this Annual Report.
COMPLIANCE:
The Company has complied with the mandatory requirements as stipulated under the SEBI
Regulations as and when applicable from time to time. The Company is regular in submitting
and complying with all the mandatory and event-based disclosures and quarterly compliance
report to the stock Exchange as per SEBI Regulations within the prescribed time limit.
Further, The Company has also substantially and materially complied with applicable
Secretarial Standards issued by the Institute of Company Secretaries of India, as amended
from time to time.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
SEBI vide its Notification dated May 05, 2021 had amended Regulation 34 of the Listing
Regulations, wherein SEBI has mandated that Business Responsibility Report
("BRR") shall be discontinued after the Financial Year 2021–22 and
thereafter, with efiect from the Financial Year 2022–23, the Top 1,000 listed
entities based on market capitalization shall submit a Business Responsibility and
Sustainability Report ("BRSR") in the format as specified by SEBI from time to
time. As your Company is not covered in the list of 1000 listed entities based on market
capitalization, the Business Responsibility Report ("BRR") is not applicable to
your Company.
GREEN INITIATIVE:
The Ministry of Corporate Afiairs has taken a "Green Initiative in the Corporate
Governance" by allowing paperless compliances by the Companies and has issued
Circulars stating that service of notice/documents including Annual Report can be sent by
e-mail to its members. As a responsible corporate citizen, the Company welcomes and
supports the ‘Green Initiative' undertaken by the Ministry of Corporate Afiairs,
Government of India, enabling electronic delivery of documents including the Annual
Report, amongst others, to shareholders at their e-mail address previously registered with
the DPs and RTAs.
Shareholders who have not registered their e-mail addresses so far are requested to do
the same. Those holding shares in demat form can register their e-mail address with their
concerned DPs. Shareholders who hold shares in physical form are requested to register
their e-mail addresses with the RTA.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34(2)(e) read with Paragraph B of Schedule V of Securities and
Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations,
2015, the detailed Management's Discussion and Analysis Report is given as an "Annexure
-C" to this report.
VIGIL MECHANISM/WHISTLER BLOWER POLICY:
The Company's Whistle Blower policy provides a mechanism under which an
employee/director of the Company may report unethical behaviour, suspected or actual
fraud, violation of code of conduct and personnel policies of the Company. The Vigil
Mechanism ensures standards of professionalism, honesty, integrity and ethical behaviour.
The Whistle Blower Policy/Vigil Mechanism is uploaded on the Company's website:
www.serafinances.com.
The objective of the said policy is to provide a channel to the employees and Directors
of the Company and explain them, the detailed process for raising concerns or report any
improper activity resulting in violation of Laws, Rules, Regulations or Company's
policies, standards, values or code of conduct, insider trading violations etc. by any of
the employees, customers, vendors and investors, addressing the concerns and reporting to
the Board. The policy allows direct access to the Chairperson of the Audit Committee.
During the financial year ended March 31, 2024, no Whistle Blower complaints were
received from the employees and Directors of the Company. Further, no employee or Director
was denied access to the Audit Committee or its Chairman.
POLICY OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Company is an equal opportunity employer and consciously strives to build a work
culture that promotes dignity of all employees. Your Company has in place a robust policy
on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in
line with the requirements of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. The Internal Committee (IC) has been set up to
redress complaints received regarding sexual harassment. It provides a safe haven to all
women, including its regular, outsourced employees and visitors.
Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 with respect to Financial Year 2023-24 is as under:
a. Number of complaints pending at the beginning of the financial year - Nil b. Number of
complaints filed during the financial year - Nil c. Number of complaints disposed of
during the financial year – Nil d. Number of complaints pending as on end of the
financial year – Nil
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments afiecting the financial position of the
Company have occurred between the end of the financial year to which these financial
statements relate and the date of this report.
SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS:
No significant and material order was passed by regulators or courts or tribunals
impacting the going concern status and company's operations in future.
PARTICULARS REGARDING EMPLOYEES:
The Company has no employees, who draws the remunerations in excess of limits specified
in Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other details as
required under Section 197(12) of the Act and the Rules framed thereunder is enclosed as
"Annexure D" to this report.
RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL SYSTEM:
The Company's Risk Management Policy deals with identification, mitigation and
management of risks across the organization. This has been dealt with the Management
Discussion and Analysis annexed to the Annual Report. The Company's well-defined
organizational structure, documented policy guidelines, defined authority matrix and
internal financial controls ensure operational efiectiveness, reliability of financial
data and compliance with applicable laws, regulations and Company's policies. The
financial control framework includes internal controls, delegation of authority
procedures, segregation of duties, system access controls, and document filing and storage
procedures. The Internal Auditor ensures the continued efiectiveness of the Company's
internal control system. The Audit Committee reviews internal financial control reports
prepared by the internal auditor. The Company has framed risk based internal audit policy
as part of its oversight function. The objective of risk based internal audit review is to
identify the key activities and controls in the business processes, review efiectiveness
of business processes and controls, assess the operating efiectiveness of internal
controls and provide recommendations for business process and internal control
improvement.\
CORPORATE GOVERNANCE:
Pursuant to Schedule V to the Listing Regulations, the following Reports/ Certificates
form part of the Annual Report: • the Report on Corporate Governance as "Annexure-E";
• Certificate from Practising Company Secretary regarding compliance with the
conditions of Corporate Governance as stipulated under Schedule V of the Listing
Regulations as "Annexure-F"
• the Certificate duly signed by the Managing Director & Chief Financial
Oficer on the Financial Statements of the Company for the year ended March 31, 2024 as
"Annexure-H";
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS / NONfiEXECUTIVE DIRECTORS:
The Members of the Board of the Company are afiorded many opportunities to familiarise
themselves with the Company, its Management and its operations. The Directors are provided
with all the documents to enable them to have a better understanding of the Company, its
various operations and the industry in which it operates.
All the Independent Directors of the Company are made aware of their roles and
responsibilities at the time of their appointment through a formal letter of appointment,
which also stipulates various terms and conditions of their engagement.
Executive Directors and Senior Management provide an overview of the operations and
familiarize the new Non-Executive Directors on matters related to the Company's values and
commitments. They are also introduced to the organization structure, constitution of
various committees, board procedures, risk management strategies, etc.
All the details shall be accessible to all the Directors which, inter alia, contains
the following information:
• Roles, responsibilities and liabilities of Independent Directors under the
Companies Act, 2013 and the Listing Regulations;
• Annual Reports;
• Code of Conduct for Directors;
• Terms and conditions of appointment of Independent Director;
Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various
familiarization programmes for its directors including periodic review of Investments of
the Company, Regulatory updates, Industry Outlook, Business Strategy at the Board Meetings
and changes with respect to the Companies Act, Taxation and other matters, Listing
Regulations, Framework for Related Party Transactions, etc.at the Audit Committee
Meetings. The details as required under Regulations 46 and 62(1A) of the Listing
Regulations are available on the website of your Company at www.serafinances.com.
CORPORATE SOCIAL RESPONSIBILITY fiCSRfi AND DETAILS OF POLICY DEVELOPED AND IMPLEMENTED
BY THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:
The provisions of section 135(1) of Companies Act 2013 related to Corporate Social
Responsibility is not applicable on the company. Therefore, the company has not
constituted CSR committee.
Further, The Company is not required to constitute a Corporate Social Responsibility
Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013
and hence it is not required to formulate policy on corporate social responsibility.
BOARD CONFIRMATION REGARDING INDEPENDENCE OF THE INDEPENDENT DIRECTORS:
All the Independent Directors of the Company have given declaration/disclosures under
section 149(7) of the Act and Regulation 25(8) of the Listing Regulations and have
confirmed that they fulfill the independence criteria as specified under section 149(6) of
the Act and Regulation 16 of the Listing Regulations and have also confirmed that they are
not aware of any circumstance or situation, which exist or maybe reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective
independent judgement and without any external influence.
Further, the Board after taking these declarations/ disclosures on record and
acknowledging the veracity of the same, concluded that the Independent Directors are
persons of integrity and possess the relevant expertise and experience to qualify as
Independent Directors of the Company and are Independent of the Management.
CODE FOR PREVENTION OF INSIDER TRADING:
Your Company has adopted a Code of Conduct to regulate, monitor and report trading by
designated persons and their immediate relatives ("Code") as per the
requirements under the Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed
by designated persons while trading/ dealing in the Company's shares and sharing
Unpublished Price Sensitive Information ("UPSI"). The Code covers Company's
obligation to maintain a structured digital database ("SDD"), mechanism for
prevention of insider trading and handling of UPSI, and the process to familiarize with
the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the
organisation and to help the Designated Persons to identify and fulfill their obligations,
regular trainings have been imparted to all designated persons by the Company.
DETAILS OF APPLICATION PENDING FILED OR PENDING AGAINST INSOLVENCY AND BANKRUPTCY CODE:
No Application against the Company has been filed or is pending under the Insolvency
and Bankruptcy code, 2016; hence the requirement to disclose the details of application
made or any proceeding pending under the Insolvency and Bankruptcy code, 2016 during the
year alongwith their status as at the end of the financial year is not applicable.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF:
No such instance of One-time settlement or valuation was done while taking or
discharging loan from the Banks/Financial Institutions occurred during the year.
OTHER DISCLOSURES: |
| During the financial year 2023-24, |
| • The Company has not issued any shares with difierential voting
rights; |
| • There was no revision in the Financial Statements; |
| • The Company has not issued any Sweat Equity Shares; |
| • The Company is not having any Employee Stock Option Scheme under
Section 62(1) of the Act and SEBI (Share Based Employee Benefits) |
| Regulations, 2014. |
| • The Company has made relevant Disclosures pursuant to RBI Master
Directions, unless provided in the Directors' Report form part of the |
| notes to the standalone financial statements and Report on Corporate
Governance. |
| • The Equity Shares of the Company were not suspended from trading
during the year on account of corporate actions or otherwise. |
| • The provisions of Section 148 of the Act relating to maintenance
of cost records and cost audit are not applicable to the Company. |
| • The Company has not defaulted in repayment of loans from banks and
financial institutions. corporate actions or otherwise. |
ENCLOSURES: |
| The following are the enclosures attached herewith and forms part of the
Director's Report: |
| a. Annexure A: Annual Secretarial Compliance Report; |
| b. Annexure B : Secretarial Auditors Report in Form No. MR-3; |
| c. Annexure C: Management Discussion and Analysis Report (MDAR); |
| d. Annexure D: Details of personnel/particulars of employees; |
| e. Annexure E: Corporate Governance Report |
| f. Annexure F: Certificate of Corporate Governance |
| g. Annexure G: Certificate of Non-Disqualification of Directors |
| h. Annexure H: MD/CFO Certificate |
ACKNOWLEDGEMENT:
The Board takes this opportunity to express its sincere appreciation for the excellent
patronage received from the Banks and Financial Institutions and for the continued
enthusiasm, total commitment, dedicated efiorts of the executives and employees of the
Company at all levels. We are also deeply grateful for the continued confidence and faith
reposed on us by all the Stakeholders.
Registered Ofice |
For and on the behalf of the Board of Directors |
| 306, 3rd Floor, Ashirwad Paras-1, |
SERA INVESTMENTS & FINANCE INDIA LIMITED |
| Near Kanti Bharwad PMT, |
|
|
| Opposite Andaj Party Plot,fi |
|
|
| S.G. Highway, Makarba, |
|
|
| Ahmedabad-380009, Gujarat |
|
|
|
Sd/- |
Sd/ |
|
SHWETA SAMIR SHAH |
SAGAR SAMIR SHAH |
Place: Ahmedabad |
MANAGING DIRECTOR |
WHOLE-TIME DIRECTOR |
Date: September 02, 2024 |
DIN: 03082967 |
DIN: 03082957 |
Annual Report 2023-24 |
|
|
