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EQUITY - MARKET SCREENER

Sera Investments & Finance India Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
512399
INE017I01027
7.93668
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
14.16
70.8
EPS(TTM)
Face Value()
Div & Yield %
1
2
0
 

As on: Apr 18, 2024 12:57 PM

Dear Members,

Your Directors are presenting 38th Annual report on the affairs of the Company together with the Audited Financial Statements for the year ended on March 31,2023.

FINANCIAL PERFORMANCE:

The summarized financial performance of the Company is summarized below;

(Rs. In Lacs)

Particulars For the Year Ended March 31,2023 For the Year Ended March 31, 2022
Revenue from Operations (111.28) 305.01
Other Income 4.28 -
Total Income (107.00) 305.01
Less: Total Expenditure 1151.19 413.71
Profit/ (loss) before Taxation (1258.20) (108.70)
Less: Current Tax - -
Less: Prior year Tax Provisions - -
Less: Deferred Tax Liability 138.99 -
Profit/(loss) after taxation (1397.19) (108.70)
Add: Balance brought forward - -
Profit available for appropriation (1397.19) (108.70)
Less: Appropriation: - -
Transfer to Special Reserve u/s. 451 of RBI Act. - -
Transfer to General Reserve - -
Interim Dividend - -
Taxon Interim Dividend - -
Proposed Dividend - -
Provision for Tax on Proposed Dividend - -
Less: Additional depreciation charged due to change in useful life - -
Balance carried forward to Balance Sheet (1397.19) (108.70)
Other Comprehensive Income (36.05) (390.59)

Note: Previous year's figures have been regrouped/ reclassified wherever necessary to correspond with the current year's classification/ 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.

HIGHLIGHTS OF THE FINANCIAL SUMMARY:

During the period, the total Income of the Company for the year ended on March 31, 2023 was Rs. 107.00 lacs against total income ofRs. 305.01 lacs in the previous year and net loss of the Company is amounted to Rs. 108.70lacs as against the net loss ofRs. 1397.19 lacs in the previous year. Your directors are confident and optimistic of achieving upward growth and achieving much better results in the coming years.

The Standalone basic and diluted EPS of the Company stood at Rs. (13.97) for the Financial Year ended March 31, 2023 as againstRs. (2.17) for the Financial Year ended March 31,2022.

DIVIDEND:

Due to Loss in the financial year ended on March 31,2023, the Board of Directors has not recommended any dividend for the year.

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.

CHANGE OF NAME:

The Board of Directors of the Company in their meeting held on Thursday, February 17, 2022 considered and decided to change the name of the Company from Kapashi Commercial Limited to Sera Investments & Finance India Limited subject to necessary approvals.

The Members of the Company has approved the change of name as proposed by the Board of Directors through Postal Ballot resolution which shall be deemed to have been passed on the last day of e-voting dated March 27, 2022 .The Company has also taken No Objection Certificate (NOC)from the Reserve Bankof India (RBI) as the Company is Non-Banking Finance Company and completed necessary complianceswith RBI. Further, the Equity shares of the Company are listed on Bombay Stock Exchange (BSE) and Company has obtained necessary approvals from Stock Exchange i.e. BSE Limited. After change of name, the name of the Company on BSE Limited is reflected as Sera Investments & Finance India Limited with Scrip ID as SERA.

The Change of name of the Company has become effective from April 30,2022 pursuant to new certificate of incorporation issued by Registrar of Companies, Gujarat.

TRANSFER TO RESERVES:

Due to loss in the financial year ended on March 31, 2023, The Company has not transferred any amount to Reserves. However, as Company is Non-Banking Financial Company, it is mandatory to transfer sum not less than twenty per cent of its net profit in Special Reserve Account created by the Company as per 45-IC in the Reserve Bank of India Act, 1934. However, the Company has incurred loss during the year ended on March 31,2023, the Company didn't transfers any amount to reserves.

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, alldocuments, including the notice and Annual Report will be sent through electronic transmission in respect of members whose email IDs areregistered in their demat account or are otherwise provided by the members.

CHANGE OF REGISTERED OFFICE:

During the financial year ended on March 31, 2023, there was no change in the Registered Office of the Company.However, after the end of financial year, the Registered Office of the Company was shifted 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 within the local limits of the city 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 publicwas outstanding as on the date of the balance sheet.

STATE OF THE COMPANY'S AFFAIRS:

The state of the Company affairs forms an integral part of Management Discussion and Analysis Report is furnished in "Annexure-C" and is attached to the report.

ANNUAL SECRETARIAL COMPLIANCE REPORT:

The Company has undertaken an audit for the Financial Year 2022-23 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by M/s. Khandelwal 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 Boardand 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,

Executive

10 09 08
Mr. Sagar Samir Shah Whole-Time Director Promoter,

Executive

10 09 09
Mr. Munjal Mahendrabhai Patel Director Promoter, NonExecutive 10 09 07
Mr. Jayeshkumar Rasiklal Shah* Director Independent, Non Executive 10 06 06
Mr. Manish Indravardhan Mehta** Director Independent, Non Executive 10 04 03
Mr. Vipul Shirish Sheth Director Independent, Non Executive 10 10 10
Mrs. Barkha Balkrushnan Deshmukh*** Director Independent, Non Executive 10 07 06
Mr. Devi Prasad Choudhary* Director Independent, Non Executive 10 05 02
Ms. Viraj Samirbhai Shah** Chief Financial Officer - - -
Mr. Pranav Bharatkumar Chalishajar'** Chief Financial Officer - - -
Pinaj Jain Company Secretary and Compliance Officer

*Mr. Jayeshkumar Rasiklal Shah(DIN: 08218502) had resigned from the office of Independent Director of the Company m.e.f. November 08,2022.

**Mr. Manish Indravadan Mehta (DIN: 08516146) had resigned from the off ce of Independent Director of the Company m.e.f. June 16,2022.

***Mrs. Barkha Balkrushnan Deshmukh (DIN: 08562935) has been appointed as an Additional Director under the Category of the Independent Director of the Company m.e.f. June 16,2022 and confirmed as Independent Director by the members in the Annual General Meeting held on September 13,2022.

"Mr. Devi Prasad Choudhary has been appointed as an Additional Director under the Category of the Independent Director of the Company m.e.f. November 08, 2022 and confirmed as Independent Director by the members in Extra Ordinary General Meeting held on February 03,2023. However, after the end of financial year and as on the date of this report, he had resigned from the office of Independent Director w.e.f August 24,2023.

"Ms. Viraj Samirbhai Shah had resigned from the office of Chief Financial Officer of the Company w.ef. March 03,2023.

,HMr. Pranav BharatkumarChalishajar has been appointed as Chief Financial Officer of the Company w.ef. March 15,2023.

b) Retirement by rotation:

Pursuant to the Provisions of Section 152 read with Section 149(13) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Sagar Samir Shah (DIN : 03082957) is retiring by rotation at the ensuing Annual General Meeting and being eligible, offeredhimself for re-appointment. The Board on the recommendation of the Nomination and Remuneration Committee recommends his re-appointment. As required under the SEBI Listing Regulations, 2015, particulars of Director seeking reappointment at the ensuingAnnual General Meeting has been given in the notice of the 38thAnnual General Meeting.

c) Declaration of Independence

Mrs. Barkha Balkrushnan Deshmukh, Mr. Vipul Shirish Shethand Mr. Devi Prasad Choudhary were Independent Directors the Company during the financial year ended on March 31, 2023. However, Mr. Jayeshkumar Rasiklal Shah and Mr. Manish Indravadan Mehtawere ceased to bean Independent Director of the Company with effect from November 08,2022 and June 16,2022 respectively. The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed

under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any Statutory modification(s) or re-enactment(s) for the time being in force).

The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertiseand they hold highest standards of integrity.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with theCompany, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of theBoard /Committee of the Company.

d) Performance Evaluation

Pursuant to the Provisions of the Companies Act, 2013and Regulation 17 of SEBI Listing Regulations, the Board has carried out the annual performance evaluationof its own performance, performance of the Chairman, the Committees and independent Directors without Participation of the relevant Director. The Nomination and Remuneration Committee of the Board continuously evaluates the performance of the Board and provides feedback to the Chairman of the Board. The independent directors had a separate meeting without the presence of any non-independent directors and management and considered and evaluated the Board's performance, performance of the Chairman and other non-independent directors and shared their views with the Chairman. The Board had also separately evaluated the performance of the Committees and independent directors without participation of the relevant director.

e) Meeting of Board and Committees

The Board of Directors of the Company met (10) ten times during the financial year ended March 31, 2023 on April 13, 2022, April 25,

2022, May 26, 2022, June 16,2022, August 09, 2022, November 08,2022, January 05,2023 February 02,2023 March 15,2023 and March 28,

2023. Details of attendance of meetings of the Board and itsCommittees are included in this report.

f) Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee and (c) Stakeholders Relationship Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc. are included in this report.

g) Key Managerial Personnel

The following have been designated as the Key Managerial Personnel 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:

1. Mr. Shweta Samir Shah, Managing Director

2. Mr. Sagar Samir Shah, Whole-Time Director

3. Ms. Vi raj Samirbhai Shah, Chief Financial Officer (till March 03, 2023)

4. Mr. Pranav BharatkumarChalishajar, Chief Financial Officer (w.e.f. March 15, 2023)

5. Ms. Pinaj Jain, Company Secretary & Compliance Officer.

INDEPENDENT DIRECTORS' MEETING:

The Independent Directors of your Company often meetbefore the Board Meetings without the presence of theChairman of the Board or the Managing Director or theExecutive Director or other Non-Independent Directorsor Chief Financial Officer or any other ManagementPersonnel.

These Meetings are conducted in an informal and flexiblemanner to enable the Independent Directors to discussmatters pertaining to, inter alia, review of performanceof 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 andNon-Executive Directors), assess the quality, quantity andtimeliness of flow of information between theCompanyManagementand the Board that is necessary for the Boardto effectively and reasonably perform theirduties.

One Meeting of Independent Directors were held on March 28,2023 during the year and this meeting was well attended.

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, along with proper explanation relating to material departures in the preparation of the annual

accounts for the financial year ended on March 31, 2023;

(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 affairs 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 sufficient 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, 2023 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 effectively; and

(vi) laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

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 were appointed as Statutory Auditors of the Company to hold office from the conclusion of 40thAnnual General Meeting (AGM) till the conclusion of the 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 tosuchappointmentfor ratification by members at every AGM, is not required. Hence, the resolution relating to ratification of Auditor's appointment is notincluded in the notice of the ensuing AGM. The Auditors have confirmed that they are not disqualified from continuing as Auditors ofthe Company and they hold a valid certificate issued by the ICAI.

They have confirmed their eligibility and qualifications required under the Act for holding office as Auditor of the Company.

During the financial year 2022-23, no frauds have either occurred or noticed and/or reported bythe Statutory Auditors under Section 143(12) ofthe Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended fromtime to time).Therefore, no detail is required to bedisclosed 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 ofthe Company and therefore do not call for any comments under Section 134 ofthe 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 not qualified.

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 ofthe 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 ofthe 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 ManagerialPersonnel) Rules, 2014, your Company engaged the services of M/s.Khandelwal Devesh & Associates, Firm of Practicing Company Secretaries, Ahmedabadto conduct the Secretarial Audit of the Company for the financial year ended March 31, 2023. The Secretarial Audit Report for thefinancial year ended March 31,2023 in Form No. MR-3 is attached as'AnnexureB' 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
As per regulation 46(1) and 46(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the listed entity shall maintain a functional website containing the basic information about listed entity; however, the website of the Company is not updated. The Board of Directors of the Company would like to clarify that the website of the Company was not updated at the end of financial year, however, due to change of name of Company, the Company has also changed the website and the Company is in the process to shift the data from old website to new website. Further, the Company will give separate intimation to Stock Exchange once the website gets updated.
The Company failed to comply with the provisions of Regulation 3(5) and 3(6) of SEBI (PIT) Regulations, 2015 related to Structured Digital Database (SDD). The Company had maintained all the entries as per the prescribed regulations into Excel format and hence is tamperable in nature. The Board of Directors of the Company would like to clarify that the entries were maintained into Excel Format and we strictly implemented the Password of file to maintain it's non-tamperable nature.

Further, the Company has installed necessary SDD software which meets the requirements provided in SEBI (Prohibition of Insider Trading) Regulations, 2015 and now, the Company maintains all entries in the software to comply with said regulations.

The Board, on the recommendation of Audit Committee, has appointed M/s. Khandelwal Devesh & Associates, Firm of Practicing Company Secretaries, Ahmedabad as Secretarial Auditorof the Company for the financial year 2023-24 and 2024-25.

COMPANY SECRETARY AND COMPLIANCE OFFICER:

Ms. Pinaj Jain has been appointed as Whole Time Company Secretary and Compliance Officer of the company.

SHARE CAPITAL:

Authorised Share Capital:

The Authorized share capital of the Company is Rs. 10,00,00,000 consisting of 1,00,00,000 Equity Shares ofRs. 10/- each.

During the year under review, there was no change in the Authorised Share Capital of the Company.

Issued, Subscribed and Paid up Capital:

The Issued, Subscribed and Paid up Capital share capital of the Company is Rs. 10,00,00,000 consisting of 1,00,00,000 Equity Shares ofRs. 10/-each.

During the year, the Company has issued 50,00,000 (Fifty Lacs} Fully ConvertibleWarrants("Warrants') each convertible into, or exchangeable for 1 (one} fully paid-up equity share of the Company having face value of Rs.10/- (Rupees Ten Only) ("Equity Share") each at an issue price of Rs.57/- per Warrantincluding Premium of Rs. 47/-each on preferential basis which was approved by the members through Postal Ballot resolution which shall be deemed to have been passed on the last day of e-voting dated March 27, 2022.

Further, the Company has allotted 50,00,000 (Fifty Lacs only) Equity Shares of the Company at a price of Rs. 57/- per share including Premium of Rs.47/- per share upon conversion of 50,00,00 warrants as earlier issued and allotted on preferential basis to Promoter and Non-Promoter Group under the terms of SEBI (Issue of Capital & Disclosures Requirement) Regulation, 2018 in the Board meeting held on April 25,2022.

During the FY 2022-23, there is a change in Issued, Subscribed and Paid-up Share Capital of the Company as per below table:

Particulars For the year ended on March 31,2022 For the year ended on March 31, 2023
Issued Share Capital 50,00,000 1,00,00,000
Paid up Share Capital 50,00,000 1,00,00,000
Subscribed Share Capital 50,00,000 1,00,00,000

Further, 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 after taking approval of Members of the Company by way of Extra Ordinary General Meeting held on April 10, 2023 and also taken requisite approval of Stock Exchange. The Sub-Division/Stock Split has become effective from April 28,2023 i..e. after the end of financial year

SUB-DIVISION/SPLIT OF SHARES:

After the end of financial year, the Company has made Sub-Division/StockSplitofface value of 1 (One) Equity Share from Rs. 10/-each to 5 (five) Equity Shares ofRs. 21- each with effect from April 28, 2023. The Capital Structure after the sub-division is as under:

Particulars No. of Shares Face Value Amount in Rs.
Authorised Share Capital
Equity Shares ofRs. 2/- each 5,00,00,000

21-

10,00,00,000
Paid Share Capital 5,00,00,000

21-

10,00,00,000
Issued Share Capital 5,00,00,000 2/- 10,00,00,000
Subscribed Share Capital 5,00,00,000

21-

10,00,00,000

EXTRA ORDINARY GENERAL MEETING:

The Company has convened an Extra Ordinary General Meeting through Video Conferencing on Friday, February 03, 2023 scheduled at 02.30 p.m. and passed the following resolutions:

1. Considered and Appointed Mr. Devi Prasad Choudhary (DIN: 08782156) as an Independent Director of the Company

LISTING:

The Equity Shares of the Company are presently listed and actively traded on the Bombay Stock Exchange (BSE). The Company is regularin payment of listing to the Stock Exchange i.e. BSE Limited.

DEMATERIALIZATION OF SHARES:

As on March 31,2023, there were 99,95,620 Equity Shares dematerialized through depositories viz. National Securities Depository Limited and Central Depository Services (India) Limited, which represents about 99.95% of the total issued, subscribed and paid-up capital of the Company.

CHANGE OF ISIN NUMBER:

There was no change in the ISIN Number of the Company during the year. However, after the end of financial year, the Company has made Sub-Division/StockSplitofface value of 1 (One) Equity Share from Rs. 10/- each to 5 (five) Equity Shares ofRs. 2/-each with effect from April 28, 2023. Therefore, due to Corporate Action for the Stock Split, ISIN Number of the Company has been changed and new ISIN is INE017101027.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

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 efforts made towards technology absorption : None

ii. the benefits derived like product improvement, cost reduction, product development or importSubstitution: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 ORINVESTMENTS MADE UNDERSECTION 186OF THE COMPANIES ACT,2013:

Pursuant to section 186(11) of the Companies Act, 2013 ("the Act"), the provisions relating to disclosure in the Financial Statements of the full particulars of the loans made and guarantees given or securities provided is not applicable to the company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

The Company has in place a robust process for approval ofRelated Party Transactions and on Dealing with Related Parties.

As per the process, necessary details for each of the RelatedParty Transactions as applicable along with the justification areprovided to the Audit Committee in terms of the Company's Policyon Materiality and Dealing with Related Party Transactions andas required under SEBI Circular dated November 22, 2021. TheMaterial Related Party Transactions are also reviewed / monitored on quarterly basisby the Audit Committee of the Company as per Regulation 23of the Listing Regulations and Section 177 of the CompaniesAct, 2013.

All Related Party Transactions entered during the year were inthe ordinary course of business and on arm's length basis.

The Company has not entered into Related PartyTransactions falling under the purview of Section 188 of the Companies Act,2013 and therefore, disclosure in Form AOC-2 is not applicable to your Company.

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, 2023 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 specificareas/ activities as mandated by applicable regulations, which concern the Company and need a closer review. The composition andterms 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 therecommendations made by the respective Committees were accepted by the Board. All observations, recommendations and decisions ofthe 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 theReporton Corporate Governance that forms part of thisAnnual 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 submittingand 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.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

SEBI vide its Notification dated May 05, 2021 had amendedRegulation 34 ofthe Listing Regulations, wherein SEBI hasmandated that Business Responsibility Report ("BRR") shall bediscontinued after the Financial Year 2021-22 and thereafter,with effect from the Financial Year 2022-23, the Top 1,000listed entities based on market capitalization shall submit aBusiness Responsibility and Sustainability Report ("BRSR") inthe format as specified by SEBI from time to time. As your Company is not covered in the list of 10OOlisted entities based on market capitalization, the Business Responsibility Report ("BRR") is not applicable to your Company.

GREEN INITIATIVE:

The Ministry of Corporate Affairs has taken a "Green Initiati vein theCorporateGovernance" by allowing paperless compliances bytheCompanies 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 CorporateAffairs, Government of India, enabling electronic delivery of documents including the Annual Report, amongst others, to shareholders at theire-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 canregister their e-mail address with their concerned DPs. Shareholders who hold shares in physical form are requested to register their e-mailaddresses with the RTA.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Pursuant to Regulation 34(2)(e) read with Paragragh 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 believes in the conduct of the affairs of its constituents in a fair and transparent manner by adoption of highest standards ofprofessionalism, honesty, integrity and ethical behaviour. Towards this end, and Pursuant to Rule 7 of the Companies (Meetings of Boardand its Powers) Rules, 2014 read with Section 177(9) of the Act and as per Regulation 22 of the SEBI Listing Regulations, the Company hasimplemented 'Whistle Blower Policy' covering Vigil Mechanism with protective clauses for the Whistle Blowers. The Whistle Blower Policyis disclosed on the Company's website at 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 processfor raising concerns or report any improper activity resulting in violation of Laws, Rules, Regulations or Company's policies, standards, valuesor 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 thefinancial year ended March 31,2023, no Whistle Blower complaints were received from the employees and Directors of theCompany. 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. YourCompany has in place a robust policy on Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace in line with therequirements 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 tofinancial Year 2022-23 is as under:

a. Number of complaints pending at the beginning of thefinancial year - Nil

b. Number of complaints filed during thefinancial year - Nil

c. Number of complaints disposed of during thefinancial year - Nil

d Number of complaints pending as on end of thefinancial year - Nil

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

YourCompany has distinct and efficient Internal Control System in place. It has a clearly defined organizational structure, manuals andstandard operating procedures for its business units and service entities to ensure orderly, ethical and efficient conduct of its business. TheCompany's internal control system ensures efficiency, reliability, completeness of accounting records and timely preparation of reliablefinancial and management information. It also ensures compliance of all applicable laws and Regulations,optimum utilization and safeguard of the Company's assets.

Your Company has in place adequate internal financial controls which commensurate with the size, scale and complexity of its operations. These controls have been assessed during the year under review taking into consideration the essential components of internal controls statedin the Guidance note on Audit of Internal Financial Controls over financial reporting issued by the Institute of Chartered Accountants of India.Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness inthe design or operation of any control was observed. Nonetheless, your Company recognizes that any internal control framework, no matterhow well designed, has inherent limitations and accordingly, Regular audits and review processes ensure that such systems are re- enforcedon an ongoing basis.

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 affecting the financial position of the Company have occurred between the end of the financial year to which this 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)oftheCompanies(Appointment and Remuneration of Managerial Personnel) Rules, 2014. Disclosure pertaining to the remuneration and other details asrequired under Section 197(12) of the Act and the Rules framed thereunder is enclosed as 'Annexure D' to this report.

STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:

Risk management is an ongoing process and your Company has established a comprehensive risk management framework with the visionto integrate risk management with its overall strategic and operational practicesin line with requirements as specified in SEBI Listing Regulations. The primary objective is to ensure sustainableand stable business growth supported by a structured approach to risk management. The risk management framework includes designing,implementing, monitoring, reviewing and constantly improving the risk management procedures for the organization.

The Company is prone to various risks such as technological risks, strategic risks, operational risks, health,safety and environmental risks, financial risks as well as compliance & control risks. These risks can have a material adverse impact on theimplementation of strategy, business performance, results, cash flows and liquidity, stakeholders' value and of course on reputation.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretariesof India, as amended from time to time.

POLICIES:

Your Company is committed to adhere to the highest possible standards of ethical, moral and legal business conduct. Consideringthis, your Company has formulated certain policies, inter alia, in accordance with the requirements of the Companies Act, 2013 ("the Act") and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").The policiesas mentioned below are available on the Company's website at www.serafinances.com

These policies are reviewed periodically and are updatedas and when needed. During the year, the Company had revised and adopted some of its Policies in order to align the samewith recent changes in Corporate Laws.

A brief description about the Key Policies adopted by the Company is as under:

Sr. No. Name of the Policy Brief Description Summary of key changes made to the policies during the year
1. Whistle-blower Policy The Vigil Mechanism as envisaged in the Act and Listing Regulations is implemented through theWhistle-blower Policy to provide for adequatesafeguards against victimization of persons whouse such mechanism and make provision fordirect access to the Chairperson ofthe AuditCommittee. There has been no change to this policy.
2. Code of Conduct The Board of your Company has laid down twoseparate Codes of Conduct, one for all theBoard Members and the other for Employeesof the Company. This Code is the central policydocument, outlining the requirements that theemployees working for and with the Companymust comply with, regardless of their location. The Directors of your Company approvedamendmentto the Code of Conduct with aview to simplify the Code, making it morecomprehensive, including new Clauses tokeep it relevant with the evolving Societyand business environment.

There has been no change to the Code ofConduct for Board Members.

3. Code of Practices andProcedures for Fair Disclosureof Unpublished Price Sensitivelnformation This Code has been formulated to ensure prompt,timely and adequate disclosureof Unpublished Price Sensitive Information ("UPSI") which,inter alia, includes policy for Determination of'Legitimate Purposes". There has been no change to the Code.
4. Policy for determination ofMateriality for disclosure of anyEvents or Information This policy requires the Company to makedisclosure of events or information which arematerial to the Company as per the requirementsof Regulation 30 of the Listing Regulations. There has been no change to the Code.
5. Policy on Materiality of andDealing with Related PartyTransactions The policy has been framed in order to regulate all Related PartyTransactions of the Company. There has been no change to this policy duringthe year.

Subsequent to the year end, the Policy hasbeen amended to inter alia align with theprovisions under Listing Regulations whichwere applicable with effect from April 01,2023.

6. Policy on Appointment of Directors and Senior Management and successionplanning for orderly successionto the Board and the SeniorManagement This policy includes the criteria for determining qualifications, positive attributes andindependence of a Director, identification ofpersons who are qualified to become Directorsand who may be appointed in the SeniorManagement Team in accordance with thecriteria laid down in the said Policy, successionplanning for Directors and Senior Management,and policy statement for Talent Managementframework of the Company. There has been no change to this policyduring the year.

Subsequent to the year end, the Policyhas been amended to inter alia align withthe amendment to the Listing Regulationsincluding definition of 'Senior Management'.

7. Policy for remuneration ofthe Directors, Key ManagerialPersonnel and other employees This policy sets out the approach of theCompanytowards the Compensation of Directors, KeyManagerial Personnel and other employees inthe Company. There has been no change to this policy.
8. Policy on Prevention of SexualHarassment The policy on Sexual Harassment isforredressal of complaints received regardingsexual harassment and compliance of otherprovisions as per the Sexual Harassment ofWomen at Workplace (Prevention, Prohibitionand Redressal) Act, 2013. The Company in itsgood governance has extended the same tomale employees also. There has been no change to this policy.
9. Investor Grievance RedressalPolicy The Policy is to promote and build promptlnvestor Grievance Redressal Mechanism andinvestor friendly relations. There has been no change to this policy.

CORPORATE GOVERNANCE:

Your Company has a rich legacy of ethical governance practices many of which were implemented by the Company, even before they were mandated by law. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics.

A Report on Corporate Governance along with a Certificate from Practising Company Secretary regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of this Annual Report as "Annexure-D".

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS / NON-EXECUTIVE DIRECTORS:

The Members of the Board of the Company are afforded many opportunities to familiarise themselves with theCompany, its Management and its operations. The Directorsare provided with all the documents to enable them to have abetter understanding of the Company, its various operationsand the industry in which it operates.

All the Independent Directors of the Company are madeaware of their roles and responsibilities at the time oftheir appointment through a formal letter of appointment,which also stipulates various terms and conditions of theirengagement.

Executive Directors and Senior Management providean overview of the operations and familiarize the newNon-Executive Directors on matters related to theCompany's values and commitments. They are alsointroduced to the organization structure, constitution ofvarious committees, board procedures, risk managementstrategies, etc.

All the details shall be accessible to all the Directors which, inter alia, contains thefollowing information:

• Roles, responsibilities and liabilities of IndependentDirectors under the Companies Act, 2013 and the ListingRegulations;

• 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 familiarisationprogrammes

for its Directors including periodic review of Investments of the Company, Regulatory updates, Industry Outlook, BusinessStrategy at the Board Meetings and changes with respectto the Companies Act, Taxation and other matters, ListingRegulations, Frameworkfor Related Party Transactions, etc.at the Audit Committee Meetings. The details as requiredunder Regulations 46 and 62(1 A) of the Listing Regulationsare available on the website of your Company at www.serafinances.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR) 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 thecompany. 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 declaration/ 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.

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 wasdone while taking or discharging loan from the Banks/Financial Institutions occurred during the year.

GENERAL DISCLOSURES:

During the financial year 2022-23,

• The Company has not issued any shares with differential 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.

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. CEO/CFO Certificate

APPRECIATION:

The Board of Directors would like to express their sincere thanks to all the stakeholders viz. customers, members, dealers, vendors,distributors, agents, banks and other business partners for their patronage and trust reposed in Company for past several years and for their supportand cooperation extended from time-to-time. The Board also places on record its sincere appreciation for the enthusiastic andhardworking employees of the Company who dedicatedly work round the year and without which it would not have been possible toachieve the all-round progress and growth of Company.