Your Company's Directors have immense pleasure in presenting their 39th Annual Report on the business and operations of
the Company together with the Annual Financial Statements for the financial year ended March 31, 2025, prepared in
accordance with the provisions of the Companies Act, 2013 read with rules made thereunder and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (as amended).
FINANCIAL PERFORMANCE
The Company has earned a Net Profit After Tax (PAT) of Rs. 45,13,673/- (Rupees Forty-Five Lakh Thirteen Thousand Six
Hundred Seventy-Three Only). A Summary of the Financial position is mentioned herein below: -.
(Amount in Rupees)
|
Particulars
|
Year ended 31.03.2025
|
Year ended 31.03.2024
|
|
Profit Before Tax and Depreciation
|
54,71,541.77
|
58,27,263.09
|
|
Depreciation
|
7574.58
|
20,560.58
|
|
Profit Before Tax
|
54,71,541.77
|
58,27,263.09
|
|
Current Tax
|
14,22,455
|
19,81,704
|
|
Less: MAT Credit Entitlement
|
-
|
-
|
|
Net Current Tax
|
14,22,455
|
19,81,704
|
|
Deferred Tax written Back
|
-145.96
|
1820.15
|
|
Excess Provision for Income Tax
|
4,64,732
|
3127
|
|
Profit after Tax
|
45,13,672.81
|
38,50,506.24
|
OPERATIONS
During the year under review the overall performance of the Company was steady and satisfactory. The Company continues
to focus its main attention on cost reduction, Assets/Liability - Management and collection. Your Company managed to carry
out all its business and commercial obligations in time and with dignity.
The Company is considering various possibilities for optimizing the present business activities and also other business
proposals, keeping in view the profitability and stability of business of the Company. The Company is also pursuing the
possibility into other related activities.
Your Directors shall continue to put in all efforts to increase the business of the company and are confident of even better and
brighter prospects of the Company.
DIVIDEND
With a view to provide a cushion for any financial contingencies in the future and to strengthen the financial position of the
Company, your directors have decided not to recommend any dividend for the period under review.
GENERAL RESERVES
During the year under review, an amount of Rs. 44,93,163/- (Rupees Forty-Four Lakh Ninety-Three Thousand One Hundred
Sixty-Three Only) was transferred to General Reserves.
DEPOSITS
The details in regard to deposits, covered under Chapter V of the Companies Act, 2013 are mentioned hereunder;
a) Amount accepted during the year Nil
b) Amount remained unpaid or unclaimed as at the end of the year Nil
c) Default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the
total amount involved:
i) at the beginning of the year N/A
ii) maximum during the year N/A
iii) at the end of the year N/A
The company does not have deposits which are in contradiction of Chapter V of the Act.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture and Associate Company.
LISTING
The equity shares of your Company are listed with BSE.
NBFC STATUS
The Company is duly registered with Reserve Bank of India as non-deposit taking Non-Systemically Important NBFC. Since
the Company has neither accepted any deposit nor it intends to accept any deposit hence it has duly been passing appropriate
resolution in each financial year.
NON-BANKING FINANCIAL COMPANIES AUDITOR’S REPORT (RESERVE BANK) DIRECTIONS, 2016:
Pursuant to the Non-Banking Financial Companies Auditor's Report (Reserve Bank) Directions, 2016, a Report from the
Statutory Auditors to the Board of Directors has been received by your company. This Report has certified that the Company
has complied with all the directions and prudential norms as prescribed under the RBI ACT, 1934.
CHANGE OF REGISTERED OFFICE
There are no changes in the registered office of the company during the financial year 2024- 2025.
MATTERS RELATED TO DIRECTORS AND KEY MANGERIAL PERSONNEL
During the year, there was no change in the composition of the Board.
None of the appointed Directors are disqualified from appointment under Section 164 of the Companies Act 2013.
At the ensuing Annual General Meeting, Ms. Madhu Rani (DIN: 08025773), Director of the Company would be liable retire by
rotation and being eligible for the re-appointment, offers himself for re-appointment.
DECLARATIONS BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent Directors of the Company confirming that they meet with
the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of its Audit, Nomination and Remuneration and Compliance Committees.
The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
NUMBER OF BOARD MEETING
During the year under review, 08 (Eight) Board Meetings were convened and held. The intervening gap between the meetings
was within the period prescribed under the Companies Act, 2013. The details of the Board Meeting are set out in the Corporate
Governance Report which forms part of this Report.
PARTICULARS OF EMPLOYEES
Your directors appreciate the significant contribution made by the employees to the operations of your Company during the
period.
The information required on particulars of employees under Section 134(3)(g) and Section 197(12) of the Companies Act,
2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in a
separate Annexure-I to this Directors' Report.
CHANGE IN THE NATURE OF THE COMPANY’S BUSINESS ETC.
There has been no change in the nature of the Company's business or in the class of the business in which the company has
an interest. Company has no subsidiary.
POLICIES AND DISCLOSURE REQUIREMENTS:
In terms of provisions of the Companies Act, 2013 the Company has adopted following policies which are available on its
website https://svfl.co.in/Policies.html
RE-APPOINTMENT OF INDEPENDENT DIRECTORS
No Independent Director of your Company is due for re-appointment in FY 2025.
KEY MANAGERIAL PERSONNEL
The following persons were designated as the Key Managerial Personnel (“KMP”) of your 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, as on 31st March 2025:
1. Mr. Anil Kumar Sharma, Managing Director
2. Mr. Ashish Thakur, Company Secretary
3. Mr Rajesh Mahuley, Chief Financial Officer of the Company
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) read with section 134 (3)(a) of the Companies Act, 2013 the annual return as on 31st March, 2025
can be accessed on the Company's website at the https://www.svfl.co.in/Annual Return.html
Pursuant to the provisions of the Companies Act, 2013 as amended upto date, the extract of annual return is no longer required
to be part of the Board Report. In Compliance to the provisions of Section 92 and Section 134 of the Act read with Rule 12 of
the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended
31st March, 2025 will be placed on the Company's website, once filed with the Ministry of Corporate Affairs after the ensuing
Annual General Meeting and can be accessed through the link https://www.svfl.co.in/Annual Return.html in due course.
EXPLANATION TO AUDITORS’ REMARKS
The Auditor's Report does not contain any qualification, reservation, remarks or disclaimer and therefore does not call for any
further comments or explanations.
INTERNAL AUDITOR
The Board at its Meeting held on March 28, 2024 on the recommendation of the Audit Committee had appointed M/s Alok
Basudeo & Co., Chartered Accountants, as Internal Auditors of the Company for a term of 3 (Three) years commencing from
the FY 2023-24 to FY 2025-26 due to resignation of M/s Tandon & Mahendra, Chartered Accountants.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
All contracts or arrangements or transactions entered into by the Company with its related parties during the financial year
were on arms-length basis and do not attract the provisions of Section 188 of the Companies Act, 2013.
Suitable disclosure as required by the Accounting Standards-18 has been made in the notes to the Financial Statement.
Accordingly, the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013
forms part of this Report in Form AOC-2 as Annexure-II.
Your directors also draw attention of the members to Note No. 23 of the financial statements, which set out related party
disclosure.
AUDITORS
STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014,
as amended, M/s Tandon & Mahendra, Chartered Accountants (ICAI Firm Registration No. 003747C) were appointed as the
Statutory Auditors of the Company for a term of 5 years to hold office from the conclusion of the 38th Annual General Meeting
held on 10th September, 2024 till the conclusion of 43rd Annual General Meeting of the Company to be held in the year 2029.
There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their audit reports on the
financial statements for the year ended 31st March 2025. No fraud has been reported during the audit conducted by Statutory
Auditors of the Company.
SECRETARIAL AUDIT REPORT
As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to Regulation 24A of Listing
Regulations, the reports in respect of the Secretarial Audit for FY 2024-25 carried out by Mr. Rabindra Kumar Satapathy
Company Secretary in practice, in Form MR-3 forms part to this report.
The said report does not contain any qualification, reservation or adverse remark or disclaimer. Further, in terms of the
provisions of Regulation 24A of the SEBI Listing Regulations and Circular No. CIR/CFD/CMD1/27/2019 dated February 8,
2019 issued by SEBI, Mr. Rabi Satapathy & Associates., Company Secretary in practice, has issued the Annual Secretarial
Compliance Report, confirming compliance by the Company of the applicable SEBI regulations and circulars / guidelines
issued thereunder.
The report of the Secretarial Auditor is enclosed as Annexure- III to this report. The report is self-explanatory and does not
call for any further comments.
SECRETARIAL AUDITORS’ APPOINTMENT
In compliance with Regulation 24A of the Listing Regulations and Section 204 of the Companies Act, 2013 read with rules
thereto, based on the recommendations of the Audit Committee, the Board of Directors has appointed Mr. Rabi Satapathy &
Associates, as the Secretarial Auditors for a term of 5 consecutive years i.e. from FY 2025-26 till FY 2029-30, subject to the
approval of the members of the Company. A resolution to this effect is included in the notice of the ensuing Annual General
Meeting, which may kindly be referred for more details.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND
THE DATE OF THE REPORT
Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's
financial position have occurred between the end of the financial year of the Company and the date of this report.
PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS UNDER SECTION 186
Details of loans, guarantees and investments covered by the provisions of section 186 of the Companies Act, 2013 are given
in the notes to the financial statements.
DISCLOSURE RELATING TO SWEAT EQUITY SHARES
The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions
of Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 has been furnished.
DISCLOSURE RELATING TO EMPLOYEE STOCK OPTION SCHEME AND EMPLOYEE STOCK PURCHASE SCHEME
The Company has not issued any employee stock option scheme and employee stock purchase scheme and hence no
information as provisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Employee
Share Based Employee Benefits) Regulations, 2014, has been furnished.
AUDIT COMMITTEE
Details pertaining to composition of Audit Committee as per Section 177 of the Companies Act, 2013 read with Rule 6 of the
Companies (Meetings of the Board and its Powers) Rules, 2014 are included in the report on Corporate Governance. All the
recommendations made by Audit Committee were accepted by Board.
NOMINATION & REMUNERATION COMMITTEE
Details pertaining to composition of Nomination & Remuneration Committee as per Section 178 of the Companies Act, 2013
read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 are included in the report on Corporate
Governance.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Details pertaining to composition of Stakeholders Relationship Committee as per Section 178 of the Companies Act, 2013
read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 are included in the report on Corporate
Governance.
VIGIL MECHANISM
In pursuant to the provisions of Section 177(9) & (10) read with Rule 7 of the Companies (Meetings of the Board and its
Powers) Rules, 2014 of the Companies Act, 2013, a Vigil Mechanism for Directors and Employees of the Company to report
genuine concerns has been established.
REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and
appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate
Governance Report.
CORPORATE GOVERNANCE
As per the requirement of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 the Company must necessarily comply with the Corporate Governance norms. Accordingly, the Company
has duly complied with the Corporate Governance norms to the extent and in the manner as set out in the Report on Corporate
Governance annexed herewith which forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Since your Company renders financial services, the disclosure relating to conservation of energy and technology absorption
is not applicable.
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 in respect of conservation of energy, foreign exchange earnings and outgo and technology
absorption have not been furnished considering the nature of activities undertaken by the Company during the year under
review. However, the following information is being set out under this head:
The operations of the Company are not energy intensive yet, but all possible measures shall be taken to conserve the energy
in all related areas.
(i) CONSERVATION OF ENERGY:
The operations of the Company are not energy intensive yet, but besides that all possible measures shall be taken
to conserve the energy in all related areas.
(ii) TECHNOLOGY ABSORPTION & RESEARCH AND DEVELOPMENT:
The Company has not imported any technology and has not established any separated research and development
unit; however, the Company shall always keep itself updated with latest technological innovations by way of constant
communications and personal discussions with the experts.
(iii) FOREIGN EXCHANGE EARNING AND OUTGO:
During the year under review there was no foreign exchange earnings or outgo.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The company has in place an Anti-Sexual Harassment Policy in line with the requirements of Section 22 and Section 28 of
The Sexual Harassment of Woman at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint
Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off during the year 2024-25.
|
S. No.
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Particulars
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Numbers
|
|
1.
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Number of Sexual Harassment Complaints received
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NIL
|
|
2.
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Number of Sexual Harassment Complaints disposed off
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NIL
|
|
3.
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Number of Sexual Harassment Complaints pending beyond 90 days.
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NIL
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DIRECTOR’S RESPONSIBILITY STATEMENT:
In terms of provisions 134(3) (c) of the Companies Act, 2013, your directors further confirm as under:
-1- That in preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
-1- That the Directors had 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 financial period and of Profit or Loss of the Company for that period;
-1- That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
-1- That the Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and were operating effectively;
4 That the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of companies Act, 2013 are not applicable on your Company.
MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:
In compliance with the requirement of Regulation 34(2)(e) of Listing Regulations, the Management's Discussion and Analysis
Report for the year under review is presented in separate section as Annexure IV to this Annual Report.
RISK MANAGEMENT POLICY
The Company has developed and implemented a risk management policy which identifies major risks which may threaten the
existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time.
Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.
CHANGE IN KEY MANAGERIAL PERSONNEL
There were no changes in Key Managerial Personnel of the company during the financial year 2024-2025.
GREEN INITIATIVES
As part of green initiative, the electronic copies of this Annual Report including the Notice of the 39th AGM are sent to all
members whose email addresses are registered with the Company/ Registrar/ Depository Participant(s). The requirement of
sending physical copies of annual report was dispensed with vide SEBI Circular SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133
dated October 3, 2024 and MCA General Circular No. 09/2024 dated September 19, 2024 till 30th September, 2025.
In this respect the physical copies are not being sent to the shareholders. The copy of the same would be available on the
website: https://www.svfl.co.in/. The initiatives were taken for asking the shareholders to register or update their email
addresses. The Company is providing e-voting facility to all its members to enable them to cast their votes electronically on
all resolutions set forth in the Notice. This is pursuant to Section 108 of the Companies Act, 2013 and Rule 20 of the Companies
(Management and Administration) Rules, 2014. The instructions for e-voting are provided in the Notice.
TRANSFER OF SHARES ONLY IN DEMAT MODE
In accordance with Regulation 40 of the SEBI Listing Regulations, as amended, transfer of securities of listed entities can be
processed only in dematerialized form. Further, pursuant to SEBI circular dated 25th January 2022, securities of the Company
shall be issued in dematerialized form only while processing service requests in relation to issue of duplicate securities
certificate, renewal/exchange of securities certificate, endorsement, sub-division/splitting of securities certificate, consolidation
of securities certificates/folios, transmission and transposition. Accordingly, Members are requested to make service requests
by submitting a duly filled and signed Form ISR- 4, the format of which is available on the Company's website and on the
website of the Company's Registrar and Transfer Agents- MDPL. It may be noted that any service request can be processed
only after the folio is KYC Compliant.
DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialize their shares with either of the depositories viz NSDL and CDSL. The ISIN No.
is INE981C01019
UPDATING KYC DETAILS
The investor service requests forms for updation of PAN, KYC, Bank details and Nomination viz., Forms ISR-1, ISR-2, ISR-3,
SH-13, SH-14 are available on our website https://svfl.co.in/Investor Information.html. We urge the shareholders to submit
the Investor Service Request form along with the supporting documents at the earliest.
In respect of shareholders who hold shares in the dematerialized form and wish to update their PAN, KYC, Bank Details and
Nomination are requested to contact their respective Depository Participants
COST RECORDS
As per the provision of Section 148 under sub-section (1) of the Companies Act 201, the cost records not applicable for any
of the products or services of the company for the financial year ending 31.03.2025.
ACKNOWLEDGEMENT
Your directors wish to place on record their appreciation and thanks for the cooperation, support and assistance extended by
shareholders, employees, associates, customers, Bankers, Government Agencies and all other concerns.
By the Order of the Board
For SHREEVATSAA FINANCE AND LEASING LIMITED
Date: 28.08.2025 Anil Kumar Sharma
Place: Kanpur (Managing Director)
DIN:02463893
Add: House No. B - 18,
Pandit Mohalla, Badkhal,
Faridabad,
Haryana - 121001
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