|
To The Members,
The Board of Directors of your Company take pleasure in presenting
before you the 30th Annual Report of the Company together with the Audited
Ffinancial Statements for the financial year ended March 31, 2025.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS:
| Particulars |
2024-25 |
2023-24 |
| Gross Income |
130.32 |
145.95 |
| Less: Finance Cost |
0.05 |
0.18 |
| Overheads |
78.02 |
91.42 |
| Depreciation |
2.27 |
2.52 |
| Provision for Contingencies |
4.23 |
(10.38) |
| Pro it before Tax & Exceptional Items |
45.75 |
62.21 |
| Add: Exceptional Items |
0.00 |
0.00 |
| Pro it Before Tax |
45.75 |
62.21 |
| Less: Tax Expenses (Including Deferred Tax) |
10.92 |
15.07 |
| Pro it After Tax |
34.83 |
47.14 |
| Add: Balance b/d from the previous year |
318.81 |
281.20 |
| Add: Excess Provision For Income Tax |
0.00 |
0.00 |
| Surplus available for Appropriations |
353.64 |
328.34 |
| Appropriations: |
|
|
| Transferred to Special Reserve |
7.01 |
9.50 |
| Additional Provision for Income Tax |
0.30 |
0.03 |
| Balance carried over to Balance Sheet |
346.33 |
318.81 |
Note: Figures have been regrouped / reclassifiied / rearranged wherever
necessary while preparing the above statement.
BUSINESS OVERVIEW:
As at 31st March, 2025, the loan portfolio stood at Rs.
781.85 Lakhs as against Rs. 717.25 Lakhs in the previous year growth of 9.01%.
Pro it before tax amounted to Rs. 45.75 Lakhs in the year 2024-25 as
against Rs. 62.21 Lakhs in the preceding year.
Pro it after Tax (PAT) amounted to Rs. 34.83 Lakhs in the year 2024-25
against Rs. 47.14 Lakhs in the previous year.
DIVIDEND:
Your Directors felt it prudent to retain the earnings for the year
under review to be ploughed back in business, which shall result in further augmentation
of the Company's growth and Shareholders' wealth.
CHANGES IN SHARE CAPITAL:
During the year under review, there is no change in share capital of
the Company.
BORROWINGS:
Banks and Ffinancial Institutions:
The Company did not avail any fresh credit facility during the year
2024-25. Further the company has nil outstanding credit facilities from Banks and
Ffinancial Institutions as at March 31, 2025.
Ratings:
As on March 31, 2025 Company does not have any credit rating.
UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:
Under the provisions of Section 124 and 125 of The Companies Act, 2013
and Rules framed thereunder and Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and
amendments thereto, dividends that remain unclaimed for a period of seven years from the
date of declaration are required to be transferred to the Investor Education and
Protection Fund (IEPF) administered by the Central Government.
Further as per the provisions of Section 124(6) of The Companies Act,
2013 read with the Investor Education & Protection Fund Authority (Accounting, Audit,
Transfer & Refund) Rules 2016, the shares in respect of which the dividend has not
been claimed for seven (7) consecutive years are required to be transferred by the Company
to the designated Demat account of the IEPF Authority.
As at March 31, 2025 there is no unpaid/unclaimed Dividend and the
shares to be transferred to the Investor Education & Protection Fund.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Constitution of Board:
The composition of Board complies with the requirements of the
Companies Act, 2013 (Act). Further, in pursuance of Regulation 15(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing
Regulations), the Company is exempted from the requirement of having composition of
Board as per Regulation 17 of Listing Regulations.
None of the Directors of Board is a member of more than 10 Committees
or Chairman of more than 5 committees across all the public companies in which they are
Director. The necessary disclosures regarding Committee positions have been made by all
the Directors.
Neither any of the Director of the Company is holding position as
Director in more than 7 listed entities nor any of the Director of the Company serve as an
Independent Director in more than 7 listed entities.
As on 31st March 2025, the Board comprises of the following
Directors;
|
|
No. of Committee |
|
| Directors |
DIN |
No. of Director ship |
Member (Including SRGFFL) |
Chairman (Including SRGFFL) |
Category of Director |
| Mr. Vinod K. Jain |
00248843 |
2 |
2 |
1 |
Promoter/ Managing Director |
| Mrs. Seema Jain |
00248706 |
2 |
5 |
0 |
Promoter/ Whole Time Director |
| Mr. Suresh K Porwal |
08966740 |
2 |
3 |
3 |
Independent Director |
| Mr. Dilip Kumar Singhvi |
09240489 |
2 |
5 |
2 |
Independent Director |
| Ms. Richa Bhandari |
08197563 |
1 |
1 |
0 |
Non-Executive Director |
Committee includes Audit Committee and Stakeholder's Relationship
Committee across all Public Companies Other directorships exclude foreign companies,
private limited companies and Companies under Section 8.
Disclosure of relationship between directors inter-se:
| Name of Director |
Nature of Relationship |
| Mr. Vinod K. Jain |
Spouse |
| Mrs. Seema Jain |
Spouse |
Board Meeting
The Board of the Company regularly meets to discuss various Business
opportunities. Additional Board meetings are convened, as and when required to discuss and
decide on various business policies, strategies and other businesses.
During the year under review, Board of Directors of the Company met 8
times on 30-05-2024, 21-06-2024, 18-07-2024, 04-09-2024, 30-09-2024, 14-11-2024,
23-01-2025, and 31-03-2025.
The details of attendance of each Director at the Board Meetings are
given below:
| Name of Director |
Number of Board Meetings Eligible to attend |
Number of Board Meetings attended |
| Mr. Vinod Kumar Jain |
8 |
8 |
| Mrs. Seema Jain |
8 |
8 |
| Mr. Suresh K Porwal* |
4 |
4 |
| Ms. Richa Bhandari |
8 |
8 |
| Mr. Dilip Kumar Singhvi |
8 |
8 |
| Mr. Nishant Badala* |
4 |
4 |
Leave of absence was granted to the Directors as requested.
* The tenure of Mr. Nishant Badala, Independent Director of the
Company, comes to an end on 30-09-2024 in accordance with the provisions of Section 149 of
the Companies Act, 2013 and the applicable rules thereunder. Accordingly, Mr. Nishant
Badala has retired from the Board of Directors with effect from the said date.
Further, the shareholders, on the recommendation of the Nomination and
Remuneration Committee and board appointed Mr. Sureshkumar Kanhaiyalal Porwal (DIN:
08966740) as an Independent Director of the Company, not liable to retire by rotation, for
a term of ive (5) consecutive years with effect from September 30, 2024.
Independent Directors and Statement on declaration given by Independent
Director-
In terms of Section 149 of the Companies Act, 2013 and rules made there
under, the Company has two Independent Directors in line with the act. The Company has
received necessary declaration from each Independent Director of the Company under Section
149(7) of The Companies Act, 2013 that the Independent Directors of the Company meet with
the criteria of their Independence as laid down in Section 149(6) of The Companies Act,
2013 and Regulation 16(1)(b) of SEBI (LODR), 2015 Further, all the Independent Directors
of the Company have registered themselves in the Independent Director Data Bank.
A separate meeting of Independent Directors was held on March 31, 2025
to review the performance of Non- Independent Directors and Board as whole and performance
of Chairperson of the Company including assessment of quality, quantity and timeliness of
low of information between Company management and Board.
Declaration of Fit & Proper Criteria
All the Directors of the Company have given declaration to the effect
that they are Fit & Proper, to be appointed as Director, as per the criteria
prescribed by RBI.
Information on Director:
The tenure of Mr. Nishant Badala, Independent Director of the Company,
comes to an end on 30-09-2024 in accordance with the provisions of Section 149 of the
Companies Act, 2013 and the applicable rules thereunder. Accordingly, Mr. Nishant Badala
has retired from the Board of Directors with effect from the said date.
Further, the shareholders, on the recommendation of the Nomination and
Remuneration Committee and board appointed Mr. Sureshkumar Kanhaiyalal Porwal (DIN:
08966740) as an Independent Director of the Company, not liable to retire by rotation, for
a term of ive (5) consecutive years with effect from September 30, 2024.
Mrs. Seema Jain was re-appointed as Whole time Director with effect
from 20th July, 2024 and subject to her reappointment terms she is not liable to retire by
rotation.
Mr. Vinod Kumar Jain was re-appointed as Managing Director with effect
from 24th June, 2024 and subject to his reappointment terms and shall be liable
to retire by rotation.
Information of Key Managerial personnel:
During the year there was no change in the Key Managerial Personnel of
the Company.
COMPOSITION OF BOARD COMMITTEES:
AUDIT COMMITTEE
The Committee's composition meets with requirements of Section 177
of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure
Requirement), Regulations, 2015. Members of the Audit Committee are financially literate
and have relevant inance / audit exposure. Chairman of the Audit Committee was present at
the previous Annual General Meeting of the Company held on 30th September,
2024.
Powers and Roles of the Committee:
The Audit Committee assists the board in the dissemination of financial
information and in overseeing the financial and accounting processes in the Company. The
terms of reference of the audit committee covers all matters speci ied section 177 of the
Companies Act, 2013. The terms of reference broadly include review of internal audit
reports and action taken reports, assessment of the ef icacy of the internal control
systems/ financial reporting systems and reviewing the adequacy of the financial policies
and practices followed by the Company. The audit committee reviews the compliance with
legal and statutory requirements, the half yearly and annual financial statements and
related party transactions and reports its indings to the Board. The committee also
recommends the appointment of internal auditor, statutory auditor. The committee also
looks into those matters speci ically referred to it by the Board.
Meetings:
The audit committee met 06 times during the year on 30-05-2024,
20-08-2024, 03-10-2024, 14-11-2024, 14-01-2025, and 31-03-2025.
The Composition of Audit Committee and attendance is as mentioned
below:
| Name of Members |
Number of Meetings attended |
| Mr. Suresh Kumar Porwal Chairman* |
4 |
| Mr. Dilip Kumar Singhvi- Member |
6 |
| Ms. Richa Bhandari- Member |
6 |
| Mr. Nishant Badala |
2 |
not liable to retire by rotation, for a term of ive (5) consecutive
years with effect from September 30, 2024. The tenure of Mr. Nishant Badala, Independent
Director of the Company, comes to an end on 30-09-2024.
STAKEHOLDER'S RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee has been constituted by the
Board in compliance with the requirements of Section 178 (5) of the Act.
Terms of reference of the Committee:
The committee met regularly to redress investor grievances like non
receipt of dividend warrants, non- receipt of share certi icates, etc. The terms of
reference of the committee meet with the requirements of SEBI (LODR) Regulations, 2015 and
provisions of The Companies Act, 2013.
The chairman of the committee was present at the 29th AGM to
answer shareholder queries.
Investor Grievance Redressal:
SEBI vide Circular Ref: CIR/OIAE/2/2011 dated June 3, 2011 informed the
Company that they had commenced processing of investor complaints in a web-based
complaints redress system SCORES. Under this system, all complaints pertaining
to companies are electronically sent through SCORES and the companies are required to view
the complaints pending against them and submit Action Taken Report (ATRs) along with
supporting documents electronically in SCORES. During the year company did not receive any
complaints from investors.
Meetings: The committee met 1 (One) time during the year 2024-25 on 29th
March, 2025.
The composition of the committee and details of attendance is as below:
| Name of Members |
No. of Meeting attended |
| Mr. Suresh Kumar Porwal- Chairman |
1 |
| Mr. Dilip Kumar Singhvi- Member |
1 |
| Mrs. Seema Jain Member |
1 |
There are no investor complaint received during the year and no
complaint is pending as on 31st March, 2025.
NOMINATION AND REMUNERATION COMMITTEE
The Committee's composition meets with the provisions of The
Companies Act, 2013.
The role of the Nomination and Remuneration Committee inter alia,
includes, Identify persons who are quali ied to become directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the board
of directors their appointment and removal; Formulate the criteria for determining quali
ications, positive attributes and independence of a director and recommend to the board of
directors a policy relating to, the remuneration of the directors, key managerial
personnel and other employees; Evaluate and approve the adequacy of the compensation
plans, policies and programs for
Company's Executive Directors, KMP and Senior Management; Recommend
appointment and removal of Directors, for approval at the general meeting of shareholders;
Carry out evaluation of the performance of the Board and review the evaluation's
implementation and compliance; Devise a policy on diversity of Board; Develop and
recommend to the Board a set of corporate governance guidelines applicable to the Company
and monitor compliance with regard to the same. The role and responsibilities of the
committee shall include such other items as may be prescribed by the Board in compliance
with applicable law from time to time.
Meetings:
During the financial year 2024-25, the committee met 3 (three) times on
30-05-2024, 21-06-2024, and 04-09-2024.
The details of composition and attendance at the Nomination and
Remuneration Committee-
| Name of Members |
No. of Meeting attended |
| Mr. Dilip Kumar Singhvi- Chairman |
3 |
| Mr. Nishant Badala Member |
3 |
| Ms. Richa Bhandari- Member |
3 |
* Mr. Sureshkumar Kanhaiyalal Porwal (DIN: 08966740) was appointed as
an Independent Director of the Company, not liable to retire by rotation, for a term of
ive (5) consecutive years with effect from September 30, 2024. The tenure of Mr. Nishant
Badala, Independent Director of the Company, comes to an end on 30-09-2024.
REMUNERATION POLICY:
The remuneration policy, including the criteria for remunerating
non-executive directors is recommended by the nomination and remuneration Committee and
approved by the board. The key objective of the remuneration policy is to ensure that it
is aligned to the overall performance of the Company. The Company's remuneration
policy is directed towards rewarding performance based on review of achievements
periodically.
The Company's remuneration policy is directed towards rewarding
performance based on review of achievements periodically. The remuneration policy is in
consonance with the existing industry practice. A copy of the said policy is available at
the link: http://www.srg in.com/BestPractices/7/Miscellaneous.
The remuneration Paid to the directors is in line with the remuneration
policy of the company.
MATTERS AS PRESCRIBED UNDER SUBSECTIONS (1) AND (3) OF SECTION 178 OF
THE COMPANIES ACT, 2013:
The Nomination & Remuneration Committee consists of composition of
Non- Executive Directors out of which two are Independent Director and one is
Non-Executive Director. The copy of Nomination and Remuneration policy is available at the
Website of the Company i.e. www.srg in.com.
CRITERIA ADOPTED FOR EVALUATION:
Pursuant to the provisions of Section 134(3)(p) the Companies Act, 2013
the Board has carried out the annual performance evaluation of its own performance, the
Directors individually as well as the evaluation of the working of its Committees. A
structured questionnaire was prepared after taking into consideration inputs received from
the Directors, covering various aspects of the Board's functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of speci ic duties, obligations and governance.
i. Performance review of all the Non-Independent Directors of the
company on the basis of the activities undertaken by them, expectation of board and level
of participation; ii. Performance review of the Executive Directors of the company in
terms of level of competence of in steering the company; iii. The review and assessment of
the low of information by the company to the board and manner in which the deliberations
take place, the manner of placing the agenda and the contents therein; iv. The review of
the performance of the directors individually, its own performance as well as evaluation
of working of its committees shall be carried out by the board;
The Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual directors pursuant to the provisions of the
Act.
The performance of the board was evaluated by the board, after seeking
inputs from all the directors, on the basis of the criteria such as the board composition
and structure, effectiveness of board processes, information and functioning etc. The
performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of the criteria such as the composition of committees,
effectiveness of committee meetings, etc. The board and the nomination and remuneration
committee reviewed the performance of the individual directors on the basis of the
criteria such as the contribution of the individual director to the board and committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc.
Separate meeting of independent director was held to evaluate the
performance of non-independent directors, performance of the board as a whole, taking into
account the views of executive directors and non- executive directors. Performance
evaluation of independent director was done by the entire board, excluding the independent
director being evaluated.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to SEBI (LODR) Regulations, 2015, and Circular/ Noti
ications/Directions issued by RBI from time to time, Report on Management Discussion and
Analysis is annexed herewith.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary company.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of Section 134 (3) (c) read with Section 134(5) of The
Companies Act, 2013, and based on the information provided by the management, your
Directors hereby con irm that:
a. In the preparation of the annual accounts, the applicable accounting
standards have been followed; b. Accounting policies selected were applied consistently.
Reasonable and prudent judgments and estimates were made so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2025 and of the pro it of the
Company for the year ended on that date; c. Proper and suf icient care has been taken 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 frauds and other irregularities; d. The annual accounts of the Company have been
prepared on a going concern basis; e. Internal Ffinancial Controls have been laid down to
be followed by the Company and such Internal Ffinancial Controls were adequate and were
operating effectively; f. Systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
The Company strives to incorporate the appropriate standards for
corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily
comply with the provisions of certain regulations of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a
separate report on Corporate Governance, although few of the information are provided in
this report under relevant heading.
In terms of Section 136 of The Companies Act, 2013, the reports and
accounts are being sent to the members and others entitled thereto in the prescribed form.
RELATED PARTY TRANSACTIONS:
All contracts / arrangements / transactions entered by the Company with
related parties are in the ordinary course of business and on an arm's length basis.
Your directors draw attention of the Members to Note no. 24 to the Ffinancial Statements
which sets out related party disclosures.
During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions,
accordingly information is not given in Form AOC-2.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be accessed on the
Company's website at the link (http://www.srg in.com/Admin Pannel/Data
Images/Document Uploads/281_RELATED%20PARTY%20TRA NSACTION%20POLICY.pdf)
RISK MANAGEMENT POLICY:
A well-de ined risk management mechanism covering the risk mapping and
trend analysis, risk exposure, potential impact and risk mitigation process is in place.
The objective of the mechanism is to minimize the impact of risks identified and taking
advance actions to mitigate it. The mechanism works on the principles of probability of
occurrence and impact, if triggered. A detailed exercise is being carried out to identify,
evaluate, monitor and manage both business and non-business risks.
CORPORATE SOCIAL RESPONSIBILTY POLICY:
Pursuant to the provisions of Section 135 and Schedule VII of The
Companies Act, 2013, at present the CSR provisions are not applicable to the Company.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the Internal Audit
function is de ined by board. To maintain its objectivity and independence, the Internal
Auditor reports to the Chairman of the Audit Committee of the Board and/or to the Managing
Director.
The Internal Auditor monitors and evaluates the ef icacy and adequacy
of internal control system in the Company, its compliance with operating systems,
accounting procedures and policies of the Company.
Based on the report of internal auditor, respective heads undertake
corrective actions in their respective areas and thereby strengthen the controls. Signi
icant audit observations and recommendations along with corrective actions thereon are
presented to the Audit Committee of the Board and/or to the Managing Director.
AUDITORS:
STATUTORY AUDITOR:
In accordance with provisions of Companies Act, 2013 the current
Statutory Auditor M/S Valawat & Associates, Chartered Accountants, (Registration No.
003623C) appointed by the members at the 27th Annual General Meeting held on September 30,
2022 as the statutory Auditor of the Company for a period of ive years upto the conclusion
of 32nd Annual General Meeting.
The Board of Directors places on record its appreciation for the
services rendered by M/S Valawat & Associates as the statutory Auditor of the Company.
Pursuant to the provisions of Section 139, 142 and all other applicable
provisions of the Companies Act, 2013 and Rules made thereunder, the Board of Directors of
the Company on the recommendation of Audit Committee has considered and recommended the
appointment of. M/s Valawat & Associates (FRN: 003623C), Chartered Accountant as
statutory auditor for a term of ive years beginning from the conclusion of 27th AGM till
the conclusion of 32nd AGM, subject to approval of members at the ensuing AGM.
The Company has received a con irmation from the said Auditors that
they are not disquali ied and are eligible to hold the of ice as Auditors of the Company.
The Statutory Auditors have audited the books of accounts of the
Company for the financial year ended March 31, 2025 and have issued the Auditors'
Report thereon.
The Statutory auditors' report annexed to the financial statements
for the year under review does not contain any quali ications, reservations or adverse
remarks.
The details of remuneration paid by the Company to M/S Valawat &
Associates, Chartered Accountants are provided in note no. 23 of the financial statements.
During the year under review, the statutory auditor have not reported
and instances of fraud committed in the Company by its of icers or employee to the
Board/Audit Committee under Section 143(12) of the Company's Act, 2013.
SECRETARIAL AUDITOR:
Mr. Shiv Hari Jalan, Practicing Company Secretary was appointed as the
Secretarial Auditor of the Company for the financial year 2024-25 by the Board of
Directors pursuant to provisions of The Companies Act, 2013 and Rules there under.
Secretarial audit report as provided by Mr. Shiv Hari Jalan, Practicing Company Secretary
is annexed to this Report.
QUALIFICATIONS IN AUDIT REPORT:
There are no quali ications, reservations or adverse remarks or
disclaimer made:
(a) By the Statutory Auditor in his report; and
(b) By the Company Secretary in Practice in his Secretarial Audit
Report.
PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013, if any, apart from the loans made,
guarantee given or security provided by the Company in the ordinary course of business,
are given in the Notes to accounts forming part of the Audited Ffinancial Statements for
the year ended March 31, 2025.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
(A) Conservation of energy:
The Company's operations are not power intensive. Nevertheless,
your Company is taking every step to conserve and minimize the use of energy wherever
possible such as using energy ef icient computer terminals, purchasing energy ef icient
equipment's etc.
(B) Technology absorption:
The Company has imported no technology. Indigenous technology available
is continuously upgraded to improve overall performance.
(C) Expenditure incurred on research and development:
The Company has no formal research and development department but the
Company is continuously making efforts to strengthen research and development activities
to improve quality and reduce cost.
(D) Foreign exchange earnings and Outgo:
During the year under review there was no earnings and outgo in foreign
exchange.
REQUIREMENT FOR MAINTENANCE OF COST RECORDS:
Since the Company is Non-Banking Finance Company (NBFC), the Company is
not required to maintain cost records as speci ied by the Central Government under section
148 (1) of the Companies Act, 2013.
EXTRACT OF ANNUAL RETURN:
The Annual Return of the Company as on March 31, 2025 is available on
the Company's website and can be accessed at http://www.srg in.com/
PARTICULARS OF EMPLOYEES:
As at March 31, 2025, there was no employee employed throughout the
year who was in receipt of remuneration of Rs. 1.02 Crores or more per annum or Rs. 8.50
Lakhs or more per month, if employed for the part of the year.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no material changes and commitments affecting financial
position of the Company between March 31, 2025 and the date of Board's Report.
CHANGE IN THE NATURE OF BUSINESS:
There are no changes in the nature of Business.
DETAILS RELATING TO DEPOSITS:
Your Company has not accepted any deposits from the public during the
year under review. The Company has been granted registration by the Reserve Bank of India,
as a non-deposit taking NBFC. Being so, the Company has neither accepted in the past nor
has any future plans to accept any public deposits.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
The Company has been following directions, guidelines, circulars issued
by SEBI, BSE, MCA, RBI etc. from time to time relating to companies and that there are no
signi icant & material orders passed by these regulators so far.
DISCLOSURES ON MANAGERIAL REMUNERATION:
Details of Managerial remuneration as required under Rule 5(1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with The
Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is
given as Annexure to this report.
LISTING WITH STOCK EXCHANGES:
The Company con irms that it has paid the Annual Listing Fees for the
year 2024-25 to BSE where the Company's Shares are listed.
INVESTOR COMPLAINTS AND COMPLIANCE:
During the year company has not received any investor complaints and
that as on date no complaints are pending.
EARNINGS PER SHARE (EPS):
The Earnings Per Share (EPS) is Rs. 0.65 as at March 31, 2025 as
against Rs. 0.88 as at March 31st, 2024.
CAPITAL ADEQUACY:
Your Company's capital adequacy ratio was 119.22% as on 31st
March, 2025 (previous year 112.83%).
VIGIL MECHANISM:
The Company has established a vigil mechanism and accordingly framed a
Whistle Blower Policy. The policy enables the employees to report to the management
instances of unethical behavior actual or suspected fraud or violation of Company's
Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle
Blower to report genuine concerns or grievances and provide for adequate safe guards
against victimization of the Whistle Blower who avails of such mechanism and also provides
for direct access to the Chairman of the Audit Committee in exceptional cases. The
functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None
of the Whistle blowers has been denied access to the Audit Committee of the Board. The
Whistle Blower Policy of the Company is available on the website of the Company www.srg
in.com.
NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:
Your Company adhered to the prudential guidelines for Non-performing
Assets (NPAs), issued by Reserve Bank of India, as amended from time to time. As per the
prudential norms, the income on such NPAs is not to be recognized if unrealized.
As per the prudential norms prescribed by the Reserve Bank of India,
the Company has made provision for contingencies on standard as well as non-performing
assets.
DECLARATION UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
As required under the provision of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder,
the Company has implemented a policy on Sexual Harassment of Women at Workplace. An
internal complaint committee has been set up to receive complaints, investigate matter and
report to the management.
An Internal Committee has been constituted to receive complaints,
investigate matter and report to the management. Pursuant to the provisions of Section 22
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, the complaints received thereunder and the details relating thereto are as
follows:
a. Number of complaints pending at the beginning of the year: Nil b.
Number of complaints received during the year: Nil c. Number of complaints disposed of
during the year: Nil d. Number of cases pending at the end of the year: Nil
Your directors state that during the year under review, there were no
cases iled pursuant to the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
GENERAL DISCLOSURE:
Your Directors state that the Company has made disclosures in this
report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies
(Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations,
to the extent the transactions took place on those items during the year. Your directors
further state that no disclosure or reporting is required in respect of the following
items as there were no transactions on these items during the year under review:
i. Equity Shares with differential rights as to dividend, voting or
otherwise; ii. Issue of shares (including sweat equity shares) to employees of the Company
under any scheme save and ESOS; iii. Annual Report and other compliances on Corporate
Social Responsibility; iv. There is no revision in the Board Report or Ffinancial
Statement; v. No signi icant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future
vi. Information on subsidiary, associate and joint venture companies
PUBLIC DEPOSITS:
Your Company has not accepted any deposits from the public during the
year under review. The Company has been granted registration by the Reserve Bank of India,
as a non-deposit taking NBFC. Being so, the Company has neither accepted in the past nor
has any future plans to accept any public deposits.
REPORTING OF FRAUD:
The Auditors of the Company have not reported any fraud as speci ied
under Section 143(12) of the Companies Act, 2013.
LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH
DIRECTORS ARE INTERESTED BY NAME AND AMOUNT:
There are no loans and advances in the nature of loans to
irms/companies in which directors are interested.
DISCLOSURE UNDER RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:
During the year under review the Company has not made any application
nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016. Further
there were no instances of one-time settlement for any loans taken from the Banks or
Ffinancial Institutions.
REGULATORY COMPLIANCES
The Company is in compliance with applicable Circulars, Noti ication
and Guidelines issued by the RBI from time to time.
Your Company is also in compliance with the applicable provisions of
the Companies Act, 2013 and rules thereunder, Secretarial Standards, SEBI LODR Regulations
and other applicable statutory requirements. For more details regarding compliances,
please refer the Secretarial Audit Report enclosed to this report
A NOTE OF APPRECIATION:
Your Directors of the Company place on record their appreciation for
the advice, guidance and support given by various regulatory authorities including the
Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), Ministry of
Corporate Affairs (MCA), Stock Exchange (BSE), Depositories (NSDL & CDSL) and all the
bankers and Lenders of the Company. The Directors would also like to acknowledge the role
of all its stakeholders shareholders, borrowers, key partners and lenders for their
continuing support to the Company. Directors also record their appreciation for the
dedicated services of the employees and their contribution to the growth of the Company.
The Board would also like to express its sincere appreciation to all the Company's
valued Shareholders, Registrar & Share Transfer Agent, Rating agencies, local/
statutory authorities, Service Providers and Counselors for their continued support and
patronage.
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