Dear Member(s),
Your directors are pleased to present the 5th Annual Report of SAR Televenture Limited (‘the Company') along with the Audited Financial Statements and the Auditor's Report thereon for the Financial Year (FY) ended 31st March, 2024 (‘year under review').
1. STATE OF COMPANY'S AFFAIRS AND FINANCIAL PERFORMANCE OF THE COMPANY.
The financial highlights of your Company for the financial year ended 31st March,
2024, and for the previous financial year ended 31st March, 2023, on both standalone and consolidated basis, are as follows;
Amt in Lakhs
Expenditure
During the year under review, the total revenue of the Company on a standalone basis for FY 2023-24 stood at Rs. 640.97 Lakh whereas on a consolidated basis, it stood at Rs. 12411.71 Lakh.
The Net worth of your Company as on 31st March, 2024 stood at Rs. 54,28.89Lakh as against Rs. 888.41 Lakh as on 31st March, 2023.
2. OPERATIONAL PERFORMANCE AND BUSINESS REVIEW
The Company was originally incorporated as "SAR Televenture Private Limited" as a private limited company under the provisions of the Companies Act, 2013, pursuant to a certificate of incorporation dated May 24, 2019, issued by the Registrar of Companies, Central Registration Centre. Subsequently, the Company was converted to a public limited company, pursuant to a special resolution passed by our shareholders in the extra-ordinary general meeting held on March 21, 2023, and the name of the Company was changed to ‘SAR Televenture Limited'. Subsequently ‘SAR Televenture Limited' vide an Initial Public Offer listed its equity shares on NSE Emerge Platform and became a public listed Company on November 08, 2023.
The Company was, interalia, set up with an object to provide telecommunication solutions to telecom network operators for the evolving telecom industry and laying of fibre cables. Currently, the company is a telecommunication infrastructure provider, engaged primarily in the business of installing and commissioning telecom towers in India. As on May 31, 2024, the company has installed an aggregate 413 number of towers on lease over various areas in West Bengal, Bihar, Uttar Pradesh, Chandigarh,
Odisha, Jharkhand, Himachal Pradesh, Punjab, and Andaman & Nicobar Islands. The Company is ISO - 9001:2015, ISO 140001: 2015 and ISO 45001: 2018 certified Company. The Company is registered as Infrastructure Provider Category-I (IP-I) with Department of Telecommunication (DOT) which permits us to lease out build sites i.e. GBT/RTT/Pole sites and Out Door Small Cell (ODSC) and establish and maintain assets such as Dark Fibers, Right of Way, Duct Space and Tower for the purpose to grant on lease or rent or sale basis to the telecom service provider companies.
We also provide support services such as includes project management for laying of the duct and optic fibre cables, construction of basic transmission and telecom utilities, dark fiber leasing, optical fiber network construction, maintenance of duct and optic fibre and optical fibre project turnkey services to various, Telecom Network Operators & Broad Band Service Operators and ISPs.
SAR Televentures F.Z.E, United Arab Emirates (formerly known as Shoora International -F.Z.E), wholly owned subsidiary of the company is currently engaged in the business of laying and installation of fiber cables and trading of network equipment.
The company has entered in the business vertical of installing Fiber to the Home (FTTH), which is a broadband internet connection technology that uses optical fiber to deliver high speed broadband internet directly to households.
The revenue from operations has grown from Rs 472.89 lakhs in fiscal 2022 to Rs 12,411.71 lakhs in fiscal 2024, EBITDA grown from ^62.87 lakhs in fiscal 2022 to Rs 1,760.83 lakhs in fiscal 2024, while Profit after tax has grown from Rs 3.71 lakhs in fiscal 2022 to Rs 1,566.17 lakhs in fiscal 2024 on a consolidation basis.
3. CHANGE IN NATURE OF BUSINESS
During the year under review, there was been no change in nature of business company.
4. DIVIDEND
The Board of Directors of your Company has deemed it prudent not to recommend any dividend for the Financial Year under report to retain the profits, to meet the requirements of future growth.
In terms of Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI LODR Regulations"), the Dividend Distribution Policy duly approved by the Board is available on the website of the Company and can be accessed at www.sarteleventure.com
5. TRANSFER TO RESERVES
The Board of Directors do not propose/recommended to transfer any sum to the General Reserve pertaining to Financial Year 2023-24.
6. INITIAL PUBLIC OFFER
During the year under review, your Company successfully completed its Initial Public Offering (IPO) of 45,00,000 equity shares of face value Rs 2/- each, at a price of Rs 55/- per equity share (including a premium of Rs 53/- per equity share) ("issue price") aggregating Rs 24.75 Crore ("the issue") to meet the business needs of the Company. You r Company issued a Prospectus dated 06th November, 2023 and the Issue was opened for subscription on Wednesday, 1st November 2023 and closed on Friday 3rd November 2023. Your Directors placed on record their appreciation of contributions made by the entire IPO team with all the dedication, diligence and commitment which led to successful listing of the Co mpany's equity shares on the NSE SME platform with effect from November 8, 2023
Further, the success of the IPO reflects the trust and faith reposed in the Company by the Investors, customers and business partners and your Directors thank them for their confidence in the Company.
7. CHANGE IN SHARE CAPITAL
Authorised Capital
During the financial year under review, in the EGM dated June 19, 2023, shareholders approved the subdivision of 01 (one) Equity Share of face value Rs10 each into 05 (Five) Equity Shares of face value Rs02 each and incidental change in authorized equity share capital of the Company from 50,00,000 Equity Shares of Rs10 each, to 2,50,00,000 Equ ity Shares of Rs 02 each.
The authorised capital of the company was further increased from Rs. 5,00,00,000/- (Rupess Five Crore ) to Rs. 10,00,00,000/- (Rupees Ten Crore) divided into 5,00,00,000 Equity Shares of Rs 02 each in EGM held on 15th February 2024.
Paid up Share Capital
The paid up share capital of the company as on 1st April 2023 was Rs. 65,28,600/- divided into 6,52,860 equity shares of Rs. 10/- each, which was further increased during the financial year under review, in the following manner:
2023*
Allotment
* After sub division of 01 (one) Equity Share of face value Rs10 each into 05 (Five) Equity Shares of face value Rs02 each on 19th June 2023, the paid up capital was Rs. 2,10,00,000/- divided into 1,05,00,000 equity shares of Rs. 2/- each which was increased to Rs. Rs. 3,00,00,000/- after IPO on November 06, 2023
8. STATEMENT OF DEVIATION(S) OR VARIATION(S) IN ACCORDANCE WITH REGULATION 32 OF SEBI (LODR) REGULATIONS, 2015
In accordance with the Prospectus of the Initial Public Offer, the Company had estimated utilization of Rs. 2297.92 lakhs towards Installation of 5G/4G Towers, Repayment & payment of certain outstanding secured borrowings, Funding working capital requirement of the company, General Corporate Purposes. The actual utilization was Rs. 2297.92 lakhs. There is no remaining unutilized amount.
9. PUBLIC DEPOSITS
During the year under review, your Company has not invited or accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 read with rules framed thereunder.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of the loans given, guarantees extended or securities provided and the investments made by the Company, if any, in various bodies corporate in terms of the provisions of Section 186 of the Companies Act, 2013 and the rules framed thereunder have been adequately described in the Financial Statements. The same is in consonance the provisions of the aforesaid section.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
a. Retire by rotation
In accordance with the provision of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Chandra Prakash Srivastava (DIN 10209076) would be retiring as a director by rotation and being eligible for re- appointment, has offered himself for re-appointment. On the recommendation of the Nomination and Remuneration Committee the Board of Directors recommend his re- appointment for consideration by the shareholders of the Company at the ensuing AGM.
b. Declaration by Independent Directors
All the Independent Directors have given their declaration confirming that they meet the criteria of independence as prescribed Regulation 16(1)(b) and 25(8) of SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013 read with Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 and the same has been noted by the Board of Directors and in the opinion of the Board of the Company, all Independent Directors of the Company have integrity, expertise, experience and proficiency as prescribed under the Companies (Appointment and Disqualification of Directors) Rules, 2014 read with the Companies (Accounts) Rules, 2014 (including amendment thereof).
During the year under review, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, reimbursements of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s). Based on the declarations received from the Independent Directors, your Board of Directors confirm the independence, integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company and there has been no change in the circumstances which may affect their status as Independent Directors of the Company.
c. Declaration pursuant to BSE circular dated 20th June 2018
Further in compliance with the Circulars dated 20th June 2018 issued by NSE and BSE, the Company has also received a declaration from all the directors that they are not debarred from holding the office of Director by virtue of any SEBI order or by any other such statutory authority.
d. Change in Board of Directors during the financial year
During the financial year under review, there has been change in the Board of the company in the following manner:
Chaudhary
Singhvi
12. COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
Pursuant to the provisions of Section 178(1) of the Act and Regulation 19(4) read with Part D of Schedule II Listing Regulations, the Company has upon the recommendation of the Nomination & Remuneration Committee (NRC), has adopted the Nomination & Remuneration Policy for its Directors, Key Managerial Personnel (‘KMPs') and Senior Management Personnel including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act. The Nomination & Remuneration Committee has also adopted the Charter which, inter-alia deals with the manner of selection of the Board of Directors, Senior Management Personnel and Key Managerial Personnel and their compensation.
The Company's policy is based on the fundamental principle of payment for performance, the Company strives to ensure that the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors and Key Managerial Personnel of the quality required to run the Company successfully and the relationship between remuneration and performance is clear and meets appropriate performance benchmarks.
Remuneration for directors including Independent Directors, KMPs and Senior Management Personnel, was drawn up in consonance with the tenets as laid down in the Nomination & Remuneration Policy, which seeks to ensure that it is commensurate with the nature and size of the business and operations of the Company. The concerned individuals are remunerated (including sittings fees) in a manner, depending upon the nature, quantum, importance and intricacies of the responsibilities and functions being discharged and also the standards prevailing in the industry and those chosen for such offices are people with the best of knowledge of talent and rich in experience.
The Nomination and Remuneration Committee recommends the remuneration payable to the Executive Directors and Key & Senior Managerial Personnel, for approval by the Board of Directors of the Company, subject to the approval of its shareholders, wherever necessary.
13. MEETINGS OF THE BOARD OF DIRECTORS
During the FY 2023-24, the Board of Directors met 32 times and the details as to the dates of such meetings and the attendance of various directors of the Company thereat are as follows:
Attendance of Directors at Board Meetings
The intervening gap between two consecutive meetings was not more than one hundred and twenty (120) days as prescribed by the Companies Act, 2013 and the Listing Regulations.
Additionally, a meeting of the Independent Directors of the Company was held on - 27.11.2023, with the participation of all Independent Directors of the Company at the meeting and without the attendance of non-independent directors. However, upon the invitation of the Independent Directors, the Company Secretary & Compliance Officer was present throughout the meeting as an Invitee.
14. CORPORATE GOVERNANCE
The Company is committed towards robust corporate governance practices wherein compliance of various laws in letter as well as in spirit is the utmost priority of the Management. The management of your Company ensures and admits it as its inherent responsibility to disclose timely and accurate information such that the ethical values and the legacy of wisdom would prove to be a benchmark for the Good Corporate Governance at SAR Televenture Limited.
Pursuant to the provisions of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), the Company is exempted from Reporting on Corporate Governance and therefore the Company is not filing Corporate Governance Report to the Stock Exchange and hence the Report is not attached with this Report.
15. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company shall not be mandatorily required to submit Business Responsibility Report for the year ended 31st March 2024 as stipulated under Regulation 34 of the SEBI Listing Regulations, Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirements within stipulated time from the date on which the provisions become applicable to the Company.
16. MANAGEMENT DISCUSSION & ANALYSIS REPORT
In terms of the provisions of Regulation 34(2)(e) read with Schedule V of the SEBI Listing Regulations, a detailed Management Discussion and Analysis Report (MDAR) forms an integral part of this Annual Report.
17. DETAILS OF ESTABLISHMENT OF THE VIGIL MECHANISM/WHISTLE BLOWER POLICY
In terms of the provisions of Section 177(9) & (10) of the Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations, the Company has also in place a Vigil (Whistle Blower) Mechanism and formulated a Policy with an objective to provide a formal channel to its Directors, employees and other stakeholders including customers to approach the Chairman of the Audit Committee and a path for making protected disclosures about the unethical and Improper practices, actual or suspected fraud or violation of the Company's Code of Conduct and to provide an adequate safeguard against victimization to whistle blowers. Your Company hereby affirms that no person is denied access to the Chairman of the Audit Committee. The Whistle Blower Policy aims to ensure that serious concerns are properly raised and addressed and are recognized as an enabling factor in administering good governance practices.
The Whistle-blower Policy and Company's Code of Conduct encourage to promptly report any actual or possible violation of any event that he or she becomes aware of, that could affect the business or reputation of the Company. This policy also includes ‘reporting of incidents of leak or suspected leak of Unpublished Price Sensitive Information (‘UPSI')' as required in terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended.
The Company affirms that no complaint has been received through the said mechanism which pertain to the nature of complaints sought to be addressed through this platform. The Whistle Blower Policy is available on the website of the Company www.sarteleventure. com.
18. INTERNAL CONTROLS SYSTEMS AND THEIR ADEQUACY
As per Section 134(5)(e) of the Companies Act, 2013, the Board of Directors have an overall responsibility for ensuring that the Company has adequate internal financial controls operating effectively. The Board of Directors of your Company has laid down internal financial controls to be followed by the Company and such internal financial controls ensures that the financial reporting is reliable and ensure the completeness and accuracy of the accounting records. The Company's internal financial control are commensurate with its with size, scale, complexity of its operations and nature of its operations and such internal financial controls are adequate and are operating effectively. The internal control framework has been designed to provide reasonable assurance with respect to
a. recording and providing reliable financial and operational information;
b. complying with applicable laws;
c. safeguarding assets from unauthorized use;
d. executing transactions with proper authorization and ensuring compliance with corporate policies and prevention and detection of frauds and errors;
e. the accuracy and completeness of the accounting records;
f. the timely preparation of reliable financial disclosures.
19. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS/TRIBUNALS
During the year under review, no significant and material orders have been passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in the future.
20. ANNUAL RETURN
In Compliance with the provision of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the draft Annual Return in Form MGT-7 for the FY 2023- 24, is made available on the website of the Company at https://www.sarteleventure.com
21. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of the SEBI Listing Regulations, the Company has put in place a familiarization program for the Independent Directors which is imparted at the time of appointment of an Independent Director to familiarize them with their roles, rights and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth, to acclimatize them with the processes, business and functionaries of the Company and to assist them in performing their role as Independent Directors of the Company. Apart from review of matters as required by the Charter, pursuant to Regulation 25(7) of SEBI Listing Regulation, the Board also discusses various business strategies periodically. Further, the Company also provides periodic insights and updates to the entire Board, including Independent Directors and other Non-Executive Directors, regarding business, innovation, ESG, human capital management, culture, technology, etc.
The Independent Directors are made aware with their duties, role and responsibilities at the time of their appointment/reappointment through a formal letter of appointment which stipulates various terms and conditions of their engagement apart from clarifying their roles and responsibilities.
22. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, ITS COMMITTEE AND INDIVIDUAL DIRECTORS
Pursuant to the Provisions of Section 134,178 and Schedule IV of Companies Act, 2013, Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India and Guidance Note on Performance Evaluation by Institute of Company Secretaries of India, the Nomination and Remuneration Committee of the Company has devised a criteria for Performance Evaluation of the Board as a Whole, Individual Directors, Committees, Chairperson and Independent Directors. In compliance with the requirement of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosures Requirements) Regulations, 2015, as amended from time to time, the Board of Directors on annual basis evaluates the functioning of the Board as a whole, its Committees, Chairman, individual Directors and the Independent Directors.
Criteria of Performance Evaluation
The Individual Directors including the Chairman and Independent Directors are evaluated on the basis of their qualifications, experience, leadership, knowledge and their competency and while evaluating the performance of each and every Director individually, the Board also give utmost check to their ability to work as team, commitment towards the functions assigned, contribution and availability at Board Meeting and other business matters including Stakeholders interaction etc.
The Board as a whole and the committee thereof were being evaluated on various parameters including but not limited to their compositions, experience, qualifications, diversity, roles and responsibility of each and every directors towards Stakeholders, strategic participation, governance compliances, culture and dynamics and quality of relationship between Board Members and the Management.
Conclusion of Performance Evaluation
Bases on the criteria of Performance of Evaluation as devised by the Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors were conducted at respective meetings in the manner described above and based on the evaluations it was found that the Board as a whole is functioning as a cohesive body and is well engaged with different perspectives. The Board Members from different backgrounds bring about different complementarities and deliberations in the Board and Committee Meetings. It was also noted that the Committees are functioning well and important issues are brought up and discussed in the Committees as per its terms of reference as mandated by law.
23. AUDITORS AND THEIR REPORTS
• STATUTORY AUDITORS'
M/s Raheja & Co., Chartered Accountants (Firm Registration No. 022859N, Statutory Auditors of the Company, having in compliance with the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, has been appointed by the Shareholders of the Company at the Extra Ordinary General Meeting held on Thursday 15th February 2024, as the Statutory Auditors of the Company to hold office upto the conclusion of 5 th Annual General Meeting of the company.
They are eligible for re-appointment as the Statutory Auditors of the company for a term of five years until the conclusion of the 10th Annual General Meeting of the company. They have given their consent and confirmed that they are not disqualified from continuing as Statutory Auditors of the company. The Board of Directors recommend their re-appointment in the ensuing Annual General meeting.
The report of the Statutory Auditors on Financial Statements for the FY 2023 -24 forms part of this Annual Report which are self-explanatory and do not call for any further comment and the said report does not contain any qualification, reservation, disclaimer or adverse remark
REPORTING OF FRAUD
The Auditors of the company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013. Further, no case of Fraud has been reported to the Management from any other sources.
• SECRETARIAL AUDITORS'
Pursuant to the provisions of Section 204 of the Act and rules made thereunder the Company had appointed M/s L. Gupta & Associates, Company Secretaries as the Secretarial Auditors of the Company to undertake its Secretarial Audit for the FY 2023 -
24. The Secretarial Audit Report for the FY ended 31st March, 2024 is annexed to this Annual Report as Annexure- 1 which is self- explanatory and does not contain any qualification, reservation, disclaimer or adverse remark.
• INTERNAL AUDITORS'
In terms of Section 138 of the Companies Act, 2013 read with rules made thereunder, the Board of Directors of the Company, in their meeting held on Friday, 07th July 2023 had appointed M/s D Somani & Associates, Chartered Accountants, as the Internal Auditors' of the Company to conduct the Internal Audit for the FY 2023 -24. The Internal Audit Report for FY 2023-24, does not contain any qualification, reservation, disclaimer or adverse remark and they have not reported any matter under Section 143(12) of the Act, therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
• COST AUDITOR
In terms of Section 148 of the Companies Act, 2013 read with rules made thereunder, cost audit is not applicable to the company.
24. COMMITTEES OF THE BOARD OF DIRECTORS
a) Audit Committee
The Audit Committee of the Board was constituted on 31st July 2023. As on 31st March, 2024, the Audit Committee of the Board comprises of three members viz; Mr. Suman Kumar (Independent and Non- Executive Director)-Chairman, Ms. Aishwarya Singhvi (Independent and Non-Executive Director)-Member and Mr. Rahul Sahdev (Managing Director)-Member.
All recommendations made by the Audit Committee were accepted by the Board during the year 2023-24. The Audit Committee met 02 times during the Financial Year ended 31 st March, 2024 on 27.11.2023 & 20.01.2024
The Audit Committee of the Company is entrusted with the responsibility to supervise the Company's internal controls and financial reporting process and the other areas as mentioned in the Section 177 of the Companies Act, 2013 and Regulation 18 read with Part C of Schedule II to the SEBI Listing Regulation.
The terms of reference of Audit Committee, inter-alia includes the following:
A. Powers of Audit Committee
The Audit Committee shall have the following powers:
- To investigate any activity within its terms of reference;
- To seek information from any employee;
- To obtain outside legal or other professional advice; and
- To secure attendance of outsiders with relevant expertise, if it considers necessary.
B. Role of the Audit Committee
The role of the audit committee shall include the following:
1. Oversight of the company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board for approval, with particular reference to:
a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions; and
g. Qualifications in the draft audit report.
5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
7. Monitoring the end use of funds raised through public offers and related matters;
8. Reviewing and monitoring the auditor's independence and performance, and effectiveness of audit process;
9. Approval of any subsequent modification of transactions of the company with related parties; 141 Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2 (zc) of the SEBI Listing Regulations and/or the Accounting Standards.
10. Scrutiny of inter-corporate loans and investments;
11. Valuation of undertakings or assets of the company, wherever it is necessary;
12. Evaluation of internal financial controls and risk management systems;
13. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
14. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
15. Discussion with internal auditors of any significant findings and follow up there on;
16. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
17. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;
18. Looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
19. Reviewing the functioning of the whistle blower mechanism
20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;
21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee; and
22. Reviewing the utilization of loans and/or advances from/investments by the holding company in the subsidiary exceeding rupees hundred crores or 100% of the asset size of the subsidiary, whichever is lower including existing loans/advances/investments, as may be applicable.
Further, the Audit Committee shall mandatorily review the following information:
- Management discussion and analysis of financial condition and results of operations;
- Statement of significant related party transactions (as defined by the audit committee), submitted by management;
- Management letters / letters of internal control weaknesses issued by the statutory auditors;
- Internal audit reports relating to internal control weaknesses; and
- Appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.
- statement of deviations:
a. Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to Stock Exchanges(s) in terms of Regulation 32(1) of the SEBI Listing Regulations. 142
b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) the SEBI Listing Regulations.
b) Nomination and Remuneration Committee
The Nomination and Remuneration Committee of the Board was constituted on 31st July 2023. As on 31st March, 2024, the Nomination and Remuneration Committee of the Board comprises of three members viz; Mr. Suman Kumar (Independent and Non- Executive Director)-Chairman, Ms. Aishwarya Singhvi (Independent and Non- Executive Director)-Member and Mr. Chandra Prakash Srivastava (Non-Executive Director)-Member
The Nomination and Remuneration Committee and the Policy are in compliance with Section 178 of the Companies Act, 2013 read with the applicable rules thereto and Listing Regulations (as may be amended from time to time). The Nomination and Remuneration Committee has met 2 times during the period ended 31st March, 2024 on 31.07.2023 & 20.01.2024
The terms of reference of Nomination & Remuneration Committee as per the Part D of Schedule II, inter-alia includes the following:
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;
2. Formulation of criteria for evaluation of independent directors and the Board;
3. Recommend to the Board of Directors all remuneration, in whatever form, payable to senior management;
4. Devising a policy on Board diversity;
5. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal;
6. Framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including:
- The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 or the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 to the extent each is applicable; or
- The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003;
7. Evaluating the performance of the independent directors and on the basis of their performance evaluation recommending the Board of Directors and the members of the Company to extend or continue the term of appointment of the independent director; and
8. Performing such other activities as may be delegated by the Board of Directors and/or are statutorily prescribed under any law to be attended to by the Nomination and Remuneration Committee.
c) Stakeholders Relationship Committee
The Committee reviews and ensures redressal of investor grievances. The Stakeholders Relationship Committee of the Board was constituted on 31st July 2023.
As on 31st March, 2024, the Stakeholders Relationship Committee of the Board comprises of three members viz; Mr. Suman Kumar (Independent and Non- Executive Director)-Chairman, Ms. Aishwarya Singhvi (Independent and Non-Executive Director)-Member and Mr. Chandra Prakash Srivastava (Non-Executive Director)- Member
The Stakeholders Relationship Committee and the Policy are in compliance with Section 178 of the Companies Act, 2013 read with the applicable rules thereto and Listing Regulations (as may be amended from time to time). The Stakeholders Relationship Committee has met 02 times during the period ended 31st March, 2024 on 27.11.2023 & 20.01.2024
The term of reference of Stakeholder Relationship Committee, inter-alia includes the following:
1. Resolving the grievances of the security holders of the Company including complaints related to transfer/transmission of shares, non-receipts of annual reports, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;
2. Review of measures taken for effective exercise of voting rights of by shareholders;
3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar and Share Transfer Agent;
4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipts of dividend warrants/ annual reports/ statutory notices by the shareholders of the Company; and
5. Carrying out any other function as prescribed under the SEBI Listing Regulations as and when amended from time to time.
25. DETAILS OF INVESTORS GRIEVANCES/COMPLAINTS
No investor complaints were received during the financial year 2023-24. There were no pending complaints of the Shareholders/Investors registered with SEBI at the end of the current financial year ended on 31st March, 2024. There were no pending requests for share transfer/dematerialization of shares as of 31st March, 2024.
26. COMPLIANCE WITH THE SECRETARIAL STANDARDS
During the year under review, the Company has complied with all applicable Secretarial Standards on Meetings of the Board of Directors and on General Meetings as stipulated by the Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs (MCA).
27. LISTING WITH STOCK EXCHANGES
The shares of the Company are listed on EMERGE Platform of National Stock Exchange of India Limited. The Annual Listing fee payable to the said stock exchanges for the FY 2023-24 and FY 2024-25, has been already paid.
28. INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:
(a) Conservation of energy:
(b) Technology absorption:
(c) Foreign Exchange earnings Nil,
Foreign Exchange outgo during the year Nil
29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
The information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company. - None of the employees are in receipt of remuneration in excess of prescribed limit
30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In due compliance with the requirements of Section 188 of the Companies Act, 2013 and the Rules 6A and Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, as amended upto date, the Company has in place a policy on the Related Party Transaction, which is followed in letter and spirit. The Audit Committee reviews this policy from time to time and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable law and the Related Party Transactions Policy. The policy is available on the website of the Company at www.sarteleventure. com
All transactions with related parties are placed before the Audit Committee for its approval. During the year under review, all the Related Party Transactions were in accordance with and within the limits of the omnibus approval accorded by the Audit Committee at its meeting held on 15 th February 2024. Audit Committee of the Company grants an omnibus approval for the transactions which are repetitive in nature, based on the criteria approved by the Board. In case of transactions which are unforeseen, the Audit Committee grants an approval to enter into such unforeseen transactions, provided the transaction value does not exceed the limit of Rs.1 Crore per transaction, during the financial year 2023-24. The Audit Committee reviews all transactions entered into pursuant to the omnibus approvals so granted, on a quarterly basis.
All transactions with related parties entered into during the FY 2023-24 were at arm's length basis and in the ordinary course of business in accordance with the provisions of the Act and rules made thereunder, the SEBI Listing Regulations and the Company's Policy on Related Party Transactions. The details of such transactions have been adequately described in the financial statements of the Company for the FY 2023-24, which forms a part of the Annual Report.
During the year under review, the Company has not entered into any such transactions except as stated in the Financial Statements, with any person or entity belonging to the Promoters/Promoter group, which holds (alone or together) 10% or more of the shareholding in the Company, during the FY 2023-24, without consent of the members. The Company has not entered into any material related party transaction and all transaction entered into by the Company with related party were at arm's length price in terms of the provision of Section 188 of the Companies Act, 2013 during the period under review. Accordingly, there were no transactions which were required to be reported in Form AOC-2 annexed as an Annexure-2 as per the Section 134(3)(h) read with Section 188(2) of the Companies Act, 2013.
31. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES
As on the closure of the financial year 31st March, 2024, the Company has one wholly owned subsidiary company , SAR Televentures F.Z.E ,United Arab Emirates.
Further, the statement pursuant to first proviso to subsection (3) of section 129 of the Companies Act 2013, read with rule 5 of Companies (Accounts) Rules, 2014 relating to Statement containing salient features of the financial statement of M/s Sar Televentures, FZE, United Arab Emirates subsidiary of the Company has been attached as Annexure 3 to this report and forms part of the financial statements in the prescribed Form AOC - 1.
It would be pertinent to mention here that the Company does not have any Joint venture or associate company as of closure of financial year ended on 31st March, 2024.
32. HUMAN RESOURCES
The Company considers and appreciates the value of the human resource talent and strives towards talent acquisition, talent retention, performance management and learning and training initiatives to ensure that your Company consistently develops into a much inspiring, strong and employee orientated organization.
33. PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company always, ensures gender equality and the right to work with dignity to all employees (permanent, contractual, temporary and trainees) of the Company and has been following a zero tolerance against sexual harassment of any person at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder
During the year, no complaints under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2015, were received during the year under review.
34. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
In compliance with Regulation 26(3) of SEBI Listing Regulations, the Company has formulated the Code of Conduct for the Board members and Senior Management Personnel of the Company so that the Company's business is conducted in an efficient and transparent manner without having any conflict of personal interests with the interests of the Company.
All the members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct for the Board members and Senior Management Personnel and the code of conduct is available at the website of Company www. sarteleventure. com
35. RELATIONSHIP BETWEEN DIRECTORS INTER-SE
None of the Directors are related to each other.
36. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
37. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and belief, confirms that:
a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) They have prepared the annual accounts on a going concern basis;
e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.
f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors and the reviews from management and audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023-24.
38. GREEN INITIATIVE
The Company has implemented the "Green Initiative" to enable electronic delivery of notice/documents/ annual reports to shareholders. This year too, the Annual Report for the FY 2023-24 and Notice of the 5th Annual General Meeting are being sent to all members electronically, whose e-mail addresses are registered with the Company/Depository Participant(s).
Members may note that the Notice and Annual Report FY 2023-24 is also available on the Company's website www.sarteleventure.com and websites of the Stock Exchanges i.e. NSE India at https://www.nseindia.com/. The above are in compliance with relevant circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India, from time to time. The e-voting facility is being provided to the members to enable them to cast their votes electronically on all resolutions set forth in the notice, pursuant to Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014. The instructions for e-voting are provided in the notice of this 5 AGM.
39. GENERAL:
Your Directors 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:
a) Issue of Equity Shares with differential rights as to dividend, voting or otherwise.
b) Issue of Shares (including sweat equity shares) to employees of the Company under any scheme.
c) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.
d) Corporate Social Responsibility
e) Material changes and commitments after the closure of the financial year till the date of this Report, which affects the financial position of the Company.
f) There was no proceeding initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016.
g) The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence 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 is not applicable.
40. APPRECIATION
The Board of Directors takes this opportunity to place on record its appreciation of the significant contribution made the employees for their dedicated service and firm commitment to the goals & vision of the Company. The Company has achieved impressive growth through competence, hard work, solidarity, cooperation and support of employees at all levels. Your Board also wishes to place on record its sincere appreciation for the wholehearted support received from the customers, distributors, and other business associates. We look forward to continued support of all these partners in the future.
Your Directors also wish to thank the Government of India, the State Governments and other regulatory authorities, banks and Shareholders for their cooperation and support extended to the Company.