SAR Televenture Ltd.-இன் இயக்குநர் அறிக்கை
The Board of Directors (âBoardâ) is pleased to present the Seventh Annual Report along with the
Audited Financial Statements of SAR Televenture Limited (âthe Companyâ) for the financial year
ended March 31, 2026.
A. STATE OF THE COMPANY''S AFFAIRS AND FINANCIAL PERFORMANCE
The Audited Standalone and Consolidated Financial Statements of the Company for the financial year
ended March 31, 2026 have been prepared in accordance with the Indian Accounting Standards ("Ind
AS") prescribed under Section 133 of the Companies Act, 2013 ("the Act") read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended, and other applicable provisions of the Act,
together with the applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("SEBI Listing Regulations").
The highlights of standalone and consolidated financial results of the Company for the financial year
ended March 31, 2026, and March 31, 2025, are as under:
(Rs in Lakhs)
|
Particulars |
Year Ended |
Year Ended |
Year Ended |
Year Ended |
|
31.03.2026 |
31.03.2025 |
31.03.2026 |
31.03.2025 |
|
|
(Standalone) |
(Consolidated) |
|||
|
Net Sales / Income from operations |
11,616.77 |
3,563.43 |
52,211.30 |
34,993.01 |
|
Other Income |
418.67 |
235.21 |
691.99 |
626.31 |
|
Total Income |
12,035.44 |
3,798.64 |
52,903.29 |
35,619.32 |
|
Total Expenditure* |
9,560.47 |
2,751.88 |
42,928.53 |
29,453.78 |
|
Profit before Finance Costs, |
2,474.97 |
1,046.76 |
9,974.76 |
6,165.54 |
|
Finance costs |
2.79 |
3.13 |
32.84 |
13.78 |
|
Depreciation |
877.70 |
238.48 |
1,836.89 |
990.62 |
|
Profit before taxation |
1,594.48 |
805.15 |
8,105.03 |
5,161.14 |
|
Less: Tax Expenses |
418.04 |
224.63 |
856.36 |
471.05 |
|
Net Profit |
1,176.44 |
580.52 |
7,248.67 |
4,690.09 |
|
Basic EPS |
2.47 |
1.71 |
15.20 |
13.85 |
*Excluding Depreciation & Amortization and Finance Cost.
During FY 2025-26, the Company delivered a robust standalone financial performance. Revenue from
operations increased from Rs. 3,563.43 lakhs in FY 2024-25 to Rs. 11,616.77 lakhs in FY 2025-26,
registering a growth of approximately 226%. Profit after tax increased from Rs. 580.52 lakhs to Rs.
1,176.44 lakhs, reflecting a growth of approximately 103%, driven by higher business volumes,
improved operational efficiencies and effective cost management.
On a consolidated basis, revenue from operations increased from Rs. 34,993.01 lakhs in FY 2024-25 to
Rs. 52,211.30 lakhs in FY 2025-26, registering a growth of approximately 49%. Consolidated profit
after tax increased from Rs. 4,690.09 lakhs to Rs. 7,248.67 lakhs, representing a growth of
approximately 55%. The increase in profitability, despite higher depreciation charges during the year
arising from business expansion and asset additions, demonstrates the strong operational performance
of the Company and its subsidiaries.
The Board remains confident of sustaining the Company''s growth momentum through continued focus
on operational excellence, expansion of telecom infrastructure services, prudent financial management
and value creation for all stakeholders.
B. OPERATIONAL PERFORMANCE AND BUSINESS REVIEW
During the financial year under review, your Company has continued to strengthen its presence in the
telecom infrastructure and allied services sector. With the increasing demand for digital connectivity
across the country, SAR Televenture Limited has strategically focused on expanding its operational
footprint, enhancing service delivery capabilities, and consolidating its position in the industry.
On a Standalone basis, the Company recorded total income of Rs 11,616.77 Lakhs as against Rs
3,563.43 Lakhs in the previous year, reflecting significant growth owing to increased project
execution, better utilization of resources, and scaling of operations.
On a Consolidated basis, the Company along with its subsidiaries achieved total income of Rs
52,211.30 Lakhs as compared to Rs 34,993.01 Lakhs in the previous year. This growth is primarily
driven by (i) expansion in fibre-laying and related services, and (ii) Increase in contribution from
subsidiary companies.
The Company remains committed to pursuing sustainable growth, exploring new business
opportunities in the telecom and digital infrastructure sector, and creating long-term value for its
stakeholders. With strong industry fundamentals, supportive government policies (including Digital
India and 5G rollouts), and a robust project pipeline, the Company is well-positioned to achieve
further growth in the coming years.
Further, the Company was, interalia, set up with the objective to provide telecommunication solutions
to telecom network operators and holds IP-1 License from Department of Telecommunications. In
FY 24-25, the company further expanded into providing Fiber to the Home (FTTH) services. 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 project management for laying of the duct and optic fiber
cables, construction of basic transmission and telecom utilities, dark fiber leasing, optical fiber
network construction, maintenance of duct and optic fiber and optical fiber project turnkey services
to various, Telecom Network Operators & Broad Band Service Operators and ISPs.
C. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the financial year ended March 31, 2026, as
stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligation and Disclosure Requirements)
Regulations, 2015 (âListing Regulationsâ) is presented in a separate section and forms an integral
part of this Report.
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.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the top 1000 listed entities based on market capitalization (as on March 31 of every
financial year) are required to formulate a Dividend Distribution Policy and disclose the same on their
website and provide a web-link in their Annual Report.
As the Company does not fall within the top 1000 listed entities based on market capitalization as on
March 31, 2026, the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 are not applicable to the Company.
During the financial year under review, the Company has not transferred any amount to the General
Reserve.
F. SUBSIDIARIES AND ASSOCIATES
As on March 31, 2026, the Company has two (2) direct subsidiaries, namely:
⢠SAR Televentures F.Z.E., United Arab Emirates; and
⢠Fusionnet Web Services Limited (formerly known as Fusionnet Web Services Private
Limited),
and one (1) step-down subsidiary, namely Parametrique Electronic Solutions Private Limited. The
Company does not have any associate companies or joint ventures.
The Company had acquired 100% stake in Fusionnet Web Services Limited (âFWSLâ) vide Share
Purchase and Subscription Agreement executed on August 07, 2024. Accordingly, FWSL became a
wholly owned subsidiary of the Company on August 07, 2024.
During the financial year 2025-26, FWSL ceased to be a wholly-owned subsidiary and became a
subsidiary of the Company with a 90.82% equity stake, pursuant to equity shares allotted to other
investors via preferential issues dated May 9, 2025, and July 19, 2025. The said development has
been duly disclosed to the Stock Exchange(s) in compliance with the applicable regulatory
requirements.
Further, SAR Televenture Limited, at its meeting held on July 9, 2026, approved the acquisition of
100% of the equity share capital of Parametrique Electronic Solutions Private Limited from Fusionnet
Web Services Limited, a subsidiary of the Company. Pursuant to the aforesaid acquisition,
Parametrique Electronic Solutions Private Limited shall cease to be a step-down subsidiary and shall
become a wholly owned subsidiary of SAR Televenture Limited.
In compliance with the provisions of the Companies Act, 2013 (âthe Actâ) read with the rules framed
thereunder, a statement containing the salient features of the financial statements of the Companyâs
subsidiaries, in Form AOC-1, is annexed to the consolidated financial statements of the Company
which forms part of this Annual Report.
Further, in accordance with Section 136 of the Act and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ),
the audited standalone and consolidated financial statements of the Company, together with the
financial statements of its subsidiaries, are available on the Companyâs website at:
https://www. sarteleventure.com
As of March 31, 2026, your Company had One unlisted material subsidiary i.e., Fusionnet Web
Services Limited. Your Company has formulated a policy for determining material subsidiary. The
policy is available on your Companyâs website at: https: //www. sarteleventure .com
Pursuant to Section 134 of the Act read with rules made thereunder, the details of developments at
the level of subsidiaries of your Company are covered in the Management Discussion and Analysis
Report, which forms part of this Integrated Annual Report.
All Related Party Transactions are placed before the Audit Committee for approval as per the Related
Party Transactions Policy of the Company as approved by the Board. The policy is also uploaded on
the website of the Company and can be accessed through the link
https://sarteleventure.com/investordesk?tab=disclosures-under-regulations-46&sec=company-
overview. All related party transactions that were entered into during the financial year were on an armâs
length basis and were in the ordinary course of business. The disclosure of transactions with the related
parties are provided in the notes to the Financial Statements, forming part of the Annual Report.
As required under the Act, particulars of contracts or arrangements with related parties in the prescribed
Form AOC-2, is provided as Annexure - I to this Boardsâ Report.
H. AUDITORS1) Statutory Auditors and Auditorsâ Report
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 their 5th Annual General Meeting held on September 03, 2024, as the Statutory Auditors
of the Company for a period of 5 consecutive years from the FY 2024-25 to FY 2028-29, so as to hold
office as such from the conclusion of the 5th Annual General Meeting till the conclusion of the 10th
Annual General Meeting.
The report of the Statutory Auditors on Financial Statements for the FY 2025-26 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 and they have not
reported any incident of fraud pursuant to the provision of Section 143(12) of the Act, accordingly, no
such details are required to be reported under Section 134(3)(ca) of the Act.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the
Listing Regulations, M/s L. Gupta & Associates, Company Secretaries bearing Unique Identification
Number S2002DE050800 has been appointed by the Board of the Company to conduct the Secretarial
Audit for the financial year ended March 31, 2026.
The Secretarial Audit Report for the FY ended 31st March 2026 is annexed to this Annual Report as
Annexure- II which is self- explanatory and does not contain any qualification, reservation,
disclaimer or adverse remark.
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 21st August, 2025 had appointed M/s Goyal
Mittal & Associates LLP, FRN: N500053, Chartered Accountants, as the Internal Auditors of the
Company to conduct the Internal Audit for the FY 2025-26.
The Internal Audit Report for FY 2025-26 does not contain any qualification, reservation, disclaimer
or adverse remark or 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.
In terms of Section 148 of the Companies Act, 2013 read with the rules made thereunder, Cost Audit
was not applicable to the Company for the Financial Year 2025-26. Cost Audit is applicable to the
Company with effect from the Financial Year 2026-27. Accordingly, the Board of Directors, at its
meeting held on September 3, 2026, on the recommendation of the Audit Committee, appointed M/s.
Talati & Associates, Cost Accountants, as the Cost Auditors of the Company for the Financial Year
2026-27. The remuneration payable to the Cost Auditors, as approved by the Board of Directors, is
proposed to be placed before the members at the ensuing Annual General Meeting for ratification.
5) Reporting of Frauds by Auditors
During the financial year under review, the Statutory Auditors and the Secretarial Auditor have not
reported any instances of frauds committed in the Company by its Officers or Employees, to the Audit
Committee under Section 143(12) of the Act, therefore no detail is required to be disclosed under
Section 134(3) (ca) of the Act.
I. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES
Details of loans, Guarantees and Investments covered under Section 186 of the Act and Schedule V of
the Listing Regulations are provided in the notes to financial statements.
Further, the Details of transactions of loans, guarantees and investments under the provisions of Section
186 of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 as on 31st
March 2026 are as follows:
|
CIN |
U723 00DL2014PLC271911 |
|
Name of the Party |
Fusionnet Web Services Limited |
|
Type of person |
Subsidiary |
|
Nature of transaction |
Loan |
|
Rate of interest, if loan |
9% |
|
Brief of transaction |
Loan to Subsidiary |
|
Amount in Rs. |
100 Crore |
|
Date of passing of Board Resolution |
21/08/2025 |
|
Date of passing of Special Resolution, if |
29/09/2025 |
|
SRN of MGT 14, if any |
AB8450233 |
Your Company has neither invited nor accepted any deposits from public within the meaning of Section
73 of the Act read with Companies (Acceptance of Deposits) Rules 2014 during the period under review.
K. EMPLOYEES1) Key Managerial Personnel (KMP)
The following have been designated as the Key Managerial Personnel of the Company pursuant to
Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as on date:
a) Pankaj Kumar Nagpal Managing Director
b) Vikas Tandon Chief Financial Officer
c) Mayank Jain Company Secretary cum Compliance Officer
2) Employeesâ Stock Option Scheme
During the period under review, no Employeesâ Stock Option scheme exists in the Company.
3) Particulars of Employees and Related Disclosures
In accordance with the provisions of Section 197(12) of the Act read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the
disclosures pertaining to remuneration and other details as required under the Act and the above Rules,
are appended to this Report as Annexure III.
During the financial year 2025-26, certain Directors of the Company received remuneration from one
or more subsidiary companies in accordance with the provisions of Section 197 of the Companies Act,
2013 and the applicable provisions thereof. The details of such remuneration are in compliance with the
applicable provisions of the Companies Act, 2013
|
Name of Director |
Subsidiary Company |
Nature of |
Amount (Rs. In |
|
Mr. Vikas Tandon |
Fusionnet Web Services |
Salary |
12 |
|
Mr. Pankaj Kumar |
Fusionnet Web Services |
Salary |
Nil |
|
Mr. Deepak Chaudhary |
Fusionnet Web Services |
Salary |
46 |
The information required under Section 197(12) of the Act read with Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report.
However, pursuant to first proviso to Section 136(1) of the Act, this Report is being sent to the
Shareholders excluding the aforesaid information. Any shareholder interested in obtaining said
information, may write to the Company Secretary at the Registered Office of the Company and the said
information is open for inspection at the Registered Office of the Company.
The Board of Directors affirm that the remuneration paid to key managerial personnel of the Company
is as per the Nomination & Remuneration Policy of the Company.
L. BOARD AND COMMITTEES1) Directors & KMP
The composition of the Board of Directors and the Key Managerial Personnel of the Company during
the financial year is set out below:
|
Sr. No. |
Name |
Designation |
DIN |
|
1. |
Mr. Rahul Sahdev1 |
Managing Director |
00175840 |
|
2. |
Mr. Chandra Prakash |
Non-Executive Director |
10209076 |
|
3. |
Mr. Pankaj Kumar Nagpal3 |
Managing Director |
08469672 |
|
4. |
Mr. Vikas Tandon 4 |
Whole-time Director and Chief |
08001501 |
|
5. |
Mr. Suman Kumar |
Independent Director |
00472365 |
|
6. |
Ms. Aishwarya Singhvi |
Independent Director |
10241207 |
|
7. |
Mr. Deepak Chaudhary5 |
Non-Executive Director |
08215601 |
|
8. |
Mr. Karan Vij6 |
Independent Director |
10468504 |
|
9. |
Ms. Vandana Kaushik7 |
Company Secretary |
- |
|
10. |
Mr. Mayank Jain8 |
Company Secretary |
- |
1 Mr. Rahul Sahdev resigned w.e.f December 29, 2025.
2 Mr. Chandra Prakash Srivastava resigned w.e.f. December 27, 2025.
3 The designation of Mr. Pankaj Kumar Nagpal was changed from Whole-time Director to Managing
Director with effect from December 29, 2025, pursuant to the approval of the Board of Directors at
its meeting held on December 29, 2025, which was subsequently approved by the shareholders at
their meeting held on March 20, 2026.
4 The designation of Mr. Vikas Tandon was changed from Non-Executive Director to Whole-time
Director with effect from December 29, 2025, pursuant to the approval of the Board of Directors at
its meeting held on December 29, 2025, which was subsequently approved by the shareholders at
their meeting held on March 20, 2026. Further, Mr. Vikas Tandon stepped down from the position
of Whole-time Director with effect from August 10, 2026, and continues to serve as the Chief
Financial Officer (CFO) of the Company.
5 The Board appointed Mr. Deepak Chaudhary as Additional Director (Non-Executive
director) of the Company w. e.f. December 29, 2025 vide its meeting held on December 29,
2025 and was subsequently regularized as a Non-Executive Director by the shareholders
at their meeting held on March 20, 2026.
6 The Board appointed Mr. Karan Vij as Additional Director (Non-Executive Independent
director) of the Company w.e.f. December 29, 2025 vide its meeting held on December 29,
2025 and was subsequently regularized as an Independent Director by the shareholders
at their meeting held on March 20, 2026.
7 Ms. Vandana Kaushik resigned w.e.f. February 17, 2026 as Company Secretary and
Compliance Officer.
8 The Board appointed Mr. Mayank Jain as Company Secretary and Compliance Officer
w. e.f. February 23, 2026.
Except for the changes stated above, there were no other changes in the composition of the Board of
Directors of the Company during the financial year 2025-26 and up to the date of this Report.
Pursuant to the provisions of the Companies Act, 2013, the Independent Directors are not liable to retire
by rotation.
Further, pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted
declarations confirming that each of them meets the criteria of independence prescribed under Section
149(6) of the Companies Act, 2013, the rules made thereunder and Regulation 16(1)(b) of the SEBI
Listing Regulations. The Independent Directors have also confirmed that they have complied with
Schedule IV of the Act and the Companyâs Code of Conduct.
Further, in terms of Regulations 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation which exists or may reasonably be
anticipated that could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence.
All the Directors have confirmed that they are not debarred from holding the office of Director by virtue
of any order passed by SEBI or any other statutory authority and that they are not disqualified from
being appointed or continuing as Directors in terms of Section 164 of the Companies Act, 2013.
The Independent Directors have confirmed that they have registered themselves with the Independent
Directors'' Databank maintained by the Indian Institute of Corporate Affairs ("IICA"), wherever
applicable.
The Company has taken the certificate from M/s L. Gupta & Associates, Company Secretaries, that
none of the directors on the Board of the Company have been debarred or disqualified from being
appointed or continuing as directors of companies by the Board/Ministry of Corporate Affairs or any
such statutory authority. The Certificate is annexed to this Report as Annexure - IV.
Further, in the opinion of the Board, the Independent Directors fulfil the conditions specified in Listing
Regulations and they are independent of the management.
2) Board Evaluation
Pursuant to the provisions of Section 134(3)(p) of the Act and Regulation 4 of Listing Regulations, the
Board has carried out an annual performance evaluation of its own performance, and the evaluation of
the working of its Committees and directors.
3) Remuneration Policy
The remuneration paid to the Directors is in line with the Nomination and Remuneration Policy
formulated in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations
(including any statutory modification(s) or re-enactment(s) thereof for the time being in force).
The relevant Policy(ies) have been uploaded on the website of the Company and can be accessed
through the link https://sarteleventure.com/investordesk?tab=disclosures-under-regulations-
46&sec=company-overview.
4) Meetings of the Board of Directors/Committee
Board Meeting:
During FY 2025-26, the Board of Directors met 16 times and the details as to the dates of such meetings
and the attendance of various directors of the Company thereat are as follows:
|
S. No |
Date of Board Meeting |
Total Strength of the |
No. of Directors present |
|
1 |
April 5, 2025 |
6 |
6 |
|
2 |
April 22, 2025 |
6 |
5 |
|
3 |
May 9, 2025 |
6 |
5 |
|
4 |
May 29, 2025 |
6 |
6 |
|
5 |
August 13, 2025 |
6 |
5 |
|
6 |
August 21, 2025 |
6 |
6 |
|
7 |
September 4, 2025 |
6 |
5 |
|
8 |
October 8, 2025 |
6 |
5 |
|
9 |
November 13, 2025 |
6 |
6 |
|
10 |
December 5, 2025 |
6 |
6 |
|
11 |
December 29, 2025 |
6 |
6 |
|
12 |
December 30, 2025 |
6 |
6 |
|
13 |
January 1, 2026 |
6 |
6 |
|
14 |
January 9, 2026 |
6 |
6 |
|
15 |
January 22, 2026 |
6 |
5 |
|
16 |
February 23, 2026 |
6 |
6 |
|
Attendance of Directors at Board Meetings during respective Directorâs tenure - |
|||
|
Name of Directors |
No. of Board |
No. of Board Meetings |
|
|
Mr. Rahul Sahdev |
10 |
10 |
|
|
Mr. Chandra Prakash Srivastava |
10 |
10 |
|
|
Ms. Aishwarya Singhvi |
16 |
10 |
|
|
Mr. Suman Kumar |
16 |
16 |
|
|
Mr. Pankaj Kumar Nagpal |
16 |
16 |
|
|
Mr. Vikas Tandon |
16 |
16 |
|
|
Mr. Deepak Chaudhary |
6 |
6 |
|
|
Mr. Karan Vij |
6 |
6 |
|
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.
As required under section 177 of the Companies Act, 2013 the Company has constituted an Audit
Committee comprising as on March 31, 2026: -
|
Sr. No. |
Committee Members |
Status in |
Category |
|
1. |
Mr. Suman Kumar |
Chairman |
Non- Executive & |
|
2. |
Ms. Aishwarya |
Member |
Non- Executive & |
|
3. |
Mr. Deepak |
Member |
Non- Executive & Non¬ |
|
4. |
Mr. Chandra Prakash |
Member |
Non- Executive & Non¬ |
* Appointed w.e.f. December 29, 2025
# Resigned w.e.f. December 27, 2025
The primary function of the Committee comprises of reporting on accounting policies and procedures,
periodical review of financial results and pointing out major discrepancies, if any, in the results,
examining the internal control systems and adequacy thereof.
Company Secretary acts as the Secretary of the Audit Committee.
The previous Annual General Meeting of the Company was held on September 29, 2025, and the
Chairman of the Audit Committee was present at the Annual General Meeting of the Company. All
recommendations of the Audit Committee were accepted by the Board.
The meetings of Audit Committee during the reporting period, were held on May 29, 2025; August 21,
2025; November 13, 2025; December 29, 2025; and February 23, 2026.
Nomination and Remuneration Committee (NRC Committee)
As required under section 178 of the Companies Act, 2013 the Company has constituted an NRC
Committee comprising as follows as on March 31, 2026: -
|
Sr. No. |
Committee Members |
Status in |
Category |
|
1. |
Mr. Suman Kumar |
Chairman |
Non- Executive & Independent |
|
2. |
Ms. Aishwarya Singhvi |
Member |
Non- Executive & Independent |
|
3. |
Mr. Deepak Chaudhary1 |
Member |
Non- Executive & Non-Independent |
|
4. |
Mr. Chandra Prakash |
Member |
Non- Executive & Non-Independent |
* Appointed w.e.f. December 29, 2025
# Resigned w.e.f. December 27, 2025
Company Secretary acts as the Secretary of the Nomination and Remuneration Committee.
The meetings of NRC Committee during the reporting period, were held on August 21, 2025; December
29, 2025; and February 23, 2026.
The previous Annual General Meeting of the Company was held on September 29, 2025, and the
Chairman of the Nomination & Remuneration Committee was present at the Annual General Meeting
of the Company. All recommendations of the Nomination & Remuneration Committee were accepted
by the Board.
Stakeholders Relationship Committee (SRC Committee)
As required under section 178 of the Companies Act, 2013, the Company has constituted a Stakeholders
Relationship Committee comprising as follows as on March 31, 2026:
|
Sr. No. |
Committee Members |
Status in Committee |
Category |
|
1. |
Mr. Suman Kumar |
Chairman |
Non- Executive & Independent |
|
2. |
Ms. Aishwarya Singhvi |
Member |
Non- Executive & Independent |
|
3. |
Mr. Deepak Chaudhary1 |
Member |
Non- Executive & Non¬ |
|
4. |
Mr. Chandra Prakash |
Member |
Non- Executive & Non¬ |
General Meetings held during the financial year
6th Annual General Meeting of the company was held on September 29, 2025
The previous Annual General Meeting of the Company was held on September 29, 2025, and the
Chairman of the Stakeholders Relationship Committee was present at the Annual General Meeting of
the Company. All recommendations of the Stakeholders Relationship Committee were accepted by the
Board.
Name, designation and address of Compliance Officer
Mayank Jain
Company Secretary and Compliance Officer
Registered Office: B-16, First Floor, Sector -2 Noida -201301
T 91 8587050050
Email: info@sarteleventure. com
5) Familiarization Programme and Separate meeting of Independent Directors.
During the financial year ended March 31, 2026, a separate meeting of the Independent Directors of the
Company was held on May 29, 2025, without the attendance of Non-Independent Directors and the
Management team.
During their meeting held on May 29, 2025, the Independent Directors discussed the matters specified
in Schedule IV of the Act and Regulation 25 of the Listing Regulations.
The Familiarization programme for Independent Directors is available at
https://sarteleventure.com/investordesk?tab=disclosures-under-regulations-46
6) Directorsâ Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, the Directors would like to state and confirm:
(a) That in preparation of the annual financial statement for the year ended March 31, 2026, applicable
accounting standards had been followed along with proper explanation relating to material
departures if any;
(b) That such accounting policies have been selected 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 as of March 31, 2026, and of the profit of the Company for the year ended on that
date;
(c) That proper and sufficient care has been taken in 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;
(d) That the annual accounts have been prepared on a going concern basis;
(e) Based on the framework of internal financial controls and compliance systems established and
maintained by the Company, work performed by Group Management Team including audit of
internal financial control over financial reporting, the Board is of the opinion that proper internal
financial controls are in place and such internal financial controls are adequate and are operating
effectively; and
(f) That proper systems have been devised to ensure compliance with the provisions of all applicable
laws and such systems are adequate and are operating effectively.
M. GOVERNANCE1) 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.
Since the equity shares of the Company are listed on the SME Platform of NSE EMERGE, in terms of
Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
compliance with the corporate governance provisions as specified in regulations 17 to 27 and clauses
(b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable
to the Company. Hence, Corporate Governance does not form part of this Boardsâ Report.
2) Vigil Mechanism / Whistle Blower Policy
The Company has established a whistle blower policy and also established a mechanism for directors
and employees to report their concerns. The Board of Directors based on the recommendation of the
Audit Committee has amended the Whistle Blower Policy to inter alia, enable employees to report
incidents of leak or suspected leak of unpublished price sensitive information in line with the changes
made in the SEBI (Prohibition of Insider Trading) Regulations, 2015.
As per the Whistle Blower Policy implemented by the Company, the Employees, Directors, customers,
dealers, vendors, suppliers, or any Stakeholders associated with the Company are free to report illegal
or unethical behaviour, actual or suspected fraud or violation of the Companyâs Codes of Conduct or
Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the
Company. During the year under review, no complaint pertaining to the Company was received under
the Whistle Blower Policy. The Vigil Mechanism/Whistle Blower Policy is available at
https://sarteleventure.com/investordesk?tab=disclosures-under-regulations-46&sec=company-
overview.
The Company has a Risk Management process which provides an integrated approach for managing
the risks in various aspects of the business. The detailed framework is provided in the Management
Discussion and Analysis Report.
4) Internal Financial Controls and their adequacy
Your Company has in place adequate internal financial controls with reference to the financial
statements. The internal financial control system of the Company is supplemented with internal audits,
regular reviews by the management and checks by external auditors. The Audit Committee ensures
adequacy of the system. The Statutory Auditors of the Company also provide their opinion on the
internal financial control framework of the Company.
During the year under review, no material or serious observation has been highlighted for inefficiency
or inadequacy of such controls.
5) Disclosure under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company
has complied with provisions relating to the constitution of Internal Committee, (formerly, Internal
Complaints Committee) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013. The Internal Committee has been set up to redress the complaints received
regarding sexual harassment. All employees are covered under this policy.
The following is the summary of the complaints received and disposed of during the financial year
ended March 31, 2026:
a) No. of complaints filed during the financial year: Nil.
b) No. of complaints disposed off during the financial year: Nil.
c) Number of complaints pending as on end of the financial year: Nil
6) Maternity Benefit Provided by the Company Under Maternity Benefit Act 1961
The Company is committed to complying with the provisions of the Maternity Benefit Act, 1961 and
has appropriate systems and policies in place to ensure that all statutory benefits under the Act are
extended to eligible women employees. The Company provides maternity benefits in accordance with
the applicable provisions of the Act, including paid maternity leave, continuity of service and salary
during the leave period, nursing breaks and other statutory benefits, wherever applicable.
The Company remains committed to fostering an inclusive, equitable and legally compliant work
environment.
The employee strength of the Company as on March 31, 2026 was as follows:
|
Male |
156 |
|
Female |
5 |
|
Transgender |
- |
|
Total |
161 |
N. CORPORATE SOCIAL RESPONSIBILITY
As per Section 135 of the Act, every company having net worth of rupees five hundred crore or more,
or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the
immediately preceding financial year shall constitute a Corporate Social Responsibility Committee of
the Board consisting of three or more Directors, out of which at least one director shall be an
independent director.
In terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy)
Rules, 2014 (as amended from time to time), the Board has constituted a Corporate Social
Responsibility (âCSRâ) Committee as on March 31, 2026 is as follows:
|
Sr. No. |
Committee Members |
Status in |
Category |
|
1. |
Mr. Pankaj Kumar Nagpal |
Chairman |
Executive Director |
|
2. |
Ms. Aishwarya Singhvi |
Member |
Non- Executive & Independent |
|
3. |
Mr. Vikas Tandon |
Member |
Executive Director |
Company Secretary acts as the Secretary of the Corporate Social Responsibility Committee (â CSR
Committeeâ).
The meeting of CSR Committee during the reporting period, was held on February 23, 2026.
The Company has adopted a CSR Policy in accordance with the provisions of the Act and rules made
thereunder. The CSR Policy of the Company outlines its CSR focus areas, guiding principles for CSR
activities, identified sectors, reporting mechanisms etc. The CSR Policy of the Company is available on
the Companyâs website at https://sarteleventure.com/investordesk?tab=disclosures-under-regulations-
46&sec=company-overviewdesk.
The Annual Report on CSR activities, in the prescribed format, for FY 2025-26 as required under
Section 134 and 135 of the Act, read with Rule 8 of the Companies (Corporate Social Responsibility
Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is annexed to this Report
and marked as Annexure - V
O. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The information as per Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts)
Rules, 2014 regarding Conservation of Energy, Research & Development, Technology Absorption and
Foreign Exchange Earning and Outgo is annexed herewith as Annexure -VI.
P. BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORTING
Pursuant to Regulation 3 and Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, read with SEBI Circular No. SEBI/HO/CFD/CMD-
2/P/CIR/2021/562 dated May 10, 2021 and SEBI Circular No. SEBI/HO/CFD/CFD-SEC-
2/P/CIR/2023/122 dated July 12, 2023, the top 1,000 listed entities based on market capitalization are
required to submit a Business Responsibility and Sustainability Report (âBRSRâ) as part of their Annual
Report, covering environmental, social and governance (ESG) disclosures in the prescribed format.
Since the Company does not fall within the top 1,000 listed entities based on market capitalization as
on March 31, 2026, the requirement to submit BRSR is not applicable to the Company for the financial
year under review.
Q. OTHER DISCLOSURES1. Authorised Share Capital
The Authorized Share Capital of the Company is INR 25,00,00,000/- (Indian Rupees Twenty Five Crore
Only) divided into 12,50,00,000 (Twelve Crore Fifty Lakh) Equity Shares of face value of INR 2/-
(Indian Rupees Two Only) each aggregating to INR 25,00,00,000/- (Indian Rupees Twenty Five Crore
Only).
As on March 31, 2026, the paid-up equity share capital of the Company stood at Rs. 9,90,95,000,
comprising 4,95,47,500 equity shares of face value of Rs. 2 each, fully paid-up.
During the financial year 2025-26, the paid-up equity share capital of the Company was increased
pursuant to the allotment of equity shares upon conversion of warrants, as detailed below: -
|
Name of |
Category |
Date of Board Approval |
Face Value |
No. of Equity Shares Allotted pursuant to Conversion of Warrants |
Cumulative Paid-up Share Capital (No. of Equity Shares) |
Cumulative Paid-up Share Capital (Rs.) |
|
Ms. Anoushka Anand |
Non¬ Promoter Group |
December |
2 |
4,95,500 |
4,76,03,000 |
9,52,06,000 |
|
Mr. Sanidhya Garg |
Promoter Group |
January 1, |
2 |
10,00,000 |
4,86,03,000 |
9,72,06,000 |
|
Ms. Anoushka Anand |
Non¬ Promoter Group |
January 9, |
2 |
4,75,000 |
4,90,78,000 |
9,81,56,000 |
|
Ms. Anoushka Anand |
Non¬ Promoter Group |
January 22, |
2 |
4,69,500 |
4,95,47,500 |
9,90,95,000 |
None of the Directors of your Company are disqualified as per provisions of Section 164(2) of the Act.
The Directors of the Company have made necessary disclosures as required under various provisions
of the Act and the Listing Regulations.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31,
2026 is available on the Companyâs website at https://sarteleventure.com/investordesk?tab=disclosures-
under-regulations-46&sec=company-overview.
5. Compliance of Secretarial Standards
During the financial year under review, the Company has complied with applicable Secretarial
Standards on Board and General Meetings specified by the Institute of Company Secretaries of India
pursuant to Section 118 of the Act.
6. Material changes and commitments affecting the financial position of the Company
Subsequent to the end of the financial year 2025-26, SAR Televenture Limited, at its meeting held on
July 9, 2026, approved the acquisition of 100% of the equity share capital of Parametrique Electronic
Solutions Private Limited from Fusionnet Web Services Limited, a subsidiary of the Company.
Pursuant to the aforesaid acquisition, Parametrique Electronic Solutions Private Limited shall cease to
be a step-down subsidiary of the Company and shall become a wholly owned subsidiary of SAR
Televenture Limited.
Except as stated above, there have been no other material changes and commitments affecting the
financial position of the Company which have occurred between the end of the financial year to which
the financial statements relate and the date of this Report.
7. Significant and material orders
During the Financial Year 2025-26, there was no significant material orders passed by the Regulators
or Courts or Tribunals impacting the going concern status and the Companyâs operations in future.
Further, no penalties have been levied by the SEBI or any other regulator during the year under review
8. Listing
Equity Shares of your Company are listed on NSE Emerge Platform. The Company has paid required
listing fees to Stock Exchanges.
9. Maintenance of Cost Records
The maintenance of cost records as specified under Section 148(1) of the Companies Act, 2013 read
with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, is applicable to the Company, as
the activities undertaken by the Company are covered under the provisions of the said Rules.
Accordingly, the Company has maintained the requisite cost records in accordance with the applicable
provisions.
10. Details of investors grievances/complaints
No investor complaint was received during the financial year 2025-26. There were no
pending complaints from the Shareholders/Investors registered with SEBI at the end of the
current financial year ended on 31st March 2026.
11. Disclosures with respect to demat suspense account/ unclaimed suspense account
a) aggregate number of shareholders and the outstanding shares in the suspense account lying at the
beginning of the year- Nil
b) number of shareholders who approached listed entity for transfer of shares from suspense account
during the year- Nil
c) number of shareholders to whom shares were transferred from suspense account during the year-
Nil
d) aggregate number of shareholders and the outstanding shares in the suspense account lying at the
end of the year- Nil
e) that the voting rights on these shares shall remain frozen till the rightful owner of such shares
claims the shares-Nil
12. Any proceedings under the Insolvency and Bankruptcy Code, 2016
There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy
Code, 2016 which materially impact the business of the Company.
13. There were no instances where your Company required the valuation for one time settlement or
while taking the loan from the Banks or Financial institutions.
14. No agreement entered into by the shareholders, promoters, promoter group entities, related parties,
directors, key managerial personnel, employees of the Company or of its holding, subsidiary or
associate company, among themselves or with the Company or with a third party, solely or jointly,
which, either directly or indirectly or potentially or whose purpose and effect is to, impact the
management or control of the Company or impose any restriction or create any liability upon the
Company, including disclosure of any rescission, amendment or alteration of such agreements
thereto, whether or not the Company is a party to such agreements.
R. STATEMENT OF DEVIATION(S) OR VARIATION(S) IN ACCORDANCE WITH
REGULATION 32 OF SEBI (LODR) REGULATIONS, 2015
The Company has fully utilized the net proceeds of the issue for the objects stated in the Offer
Document. Accordingly, there are no deviation(s) or variation(s) in utilization of proceeds and the
requirement of submission under Regulation 32 is not applicable.
S. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND
Pursuant to Section 124 of the Companies Act, 2013, the amount of dividend remaining unpaid or
unclaimed for a period of seven years shall be transferred to the Investor Education and Protection
Fund (âIEPFâ).
During the year under review, there was no unpaid or unclaimed dividend in the âUnpaid Dividend
Accountâ lying for a period of seven years from the date of transfer of such unpaid dividend to the
said account. Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund.
T. ACKNOWLEDGEMENTS AND APPRECIATION
The Directors would like to express their sincere appreciation for the co-operation and assistance
received from the Companyâs Bankers, Regulatory Bodies and Stakeholders including other business
associates who have extended their valuable sustained support and encouragement during the year under
review.
The Directors also wish to place on record their deep sense of gratitude and appreciation for the
commitment displayed by executives, officers and staff at all levels of the Company, resulting in the
successful performance of the Company during the year under review. We look forward to your
continued support in the future.
For and on behalf of the Board of Directors of
SAR Televenture Limited
Sd/ Sd/-
Pankaj Kumar Nagpal Deepak Chaudhary
Managing Director Non-Executive Director
DIN: 08469672 DIN:08215601
Date: September 3, 2026 Date: September 3, 2026
Place: Noida Place: Noida
Appointed w.e.f. December 29, 2025
# Resigned w.e.f. December 27, 2025
Company Secretary acts as the Secretary of the Stakeholders Relationship Committee.
The meeting of SRC Committee during the reporting period, was held on May 29, 2025.
Your directors are pleased to present the 5th Annual Report of SAR Televenture Limited (âthe Companyâ) along with the Audited Financial Statements and the Auditorâs Report thereon for the Financial Year (FY) ended 31st March, 2024 (âyear under reviewâ).
1. STATE OF COMPANYâS 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
|
Particulars |
Year Ended 31.03.2024 (Rs.) |
Year Ended 31.03.2023 (Rs.) |
Year Ended 31.03.2024 (Rs.) |
Year Ended 31.03.2023 (Rs.) |
|
(Standalone) |
(Consolidated) |
|||
|
Net Sales / Income from operations |
640.97 |
642.99 |
12411.71 |
3246.17 |
|
Other Income |
3.50 |
2.78 |
5.26 |
5.47 |
|
Total Expenditure |
497.42 |
528.04 |
10810.37 |
2824.31 |
|
Finance costs |
22.40 |
45.39 |
22.40 |
45.39 |
|
Depreciation |
122.23 |
88.81 |
137.08 |
103.15 |
|
Profit before taxation |
147.04 |
117.73 |
1606.60 |
427.32 |
|
Less: Tax Expenses |
40.44 |
38.96 |
40.44 |
38.96 |
|
Net Profit/Loss |
106.6 |
78.77 |
1566.17 |
388.36 |
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 âSAR Televenture Private Limitedâ 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 âSAR Televenture Limitedâ. Subsequently âSAR Televenture Limitedâ 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 ? 472.89 lakhs in fiscal 2022 to ? 12,411.71 lakhs in fiscal 2024, EBITDA grown from ^62.87 lakhs in fiscal 2022 to ? 1,760.83 lakhs in fiscal 2024, while Profit after tax has grown from ? 3.71 lakhs in fiscal 2022 to ? 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 (âthe SEBI LODR Regulationsâ), 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 ? 2/- each, at a price of ? 55/- per equity share (including a premium of ? 53/- per equity share) (âissue priceâ) aggregating ? 24.75 Crore (âthe issueâ) 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 mpanyâs 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 ?10 each into 05 (Five) Equity Shares of face value ?02 each and incidental change in authorized equity share capital of the Company from 50,00,000 Equity Shares of ?10 each, to 2,50,00,000 Equ ity Shares of ? 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 ? 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:
|
Date Allotment |
of |
No. of shares allotted |
Face Value in Rs. |
Issue Price |
Nature of allotment |
|
April 2023* |
12, |
1,73,333 |
10/- |
135/- |
Conversion of Unsecured loan to Equity shares |
|
May 2023* |
30, |
3,53,807 |
10/- |
135/- |
Preferential Allotment |
|
June 2023* |
16, |
9,20,000 |
10/- |
135/- |
Preferential Allotment |
|
November 06, 2023 |
45,00,000 |
2/- |
55/- |
Subscription to the IPO |
|
* After sub division of 01 (one) Equity Share of face value ?10 each into 05 (Five) Equity Shares of face value ?02 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 reappointment, has offered himself for re-appointment. On the recommendation of the Nomination and Remuneration Committee the Board of Directors recommend his reappointment 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:
|
Name of Director |
Date of Change |
Reason |
|
Manan Garg |
February 28, 2023 |
Appointment as Additional Director |
|
July 7, 2023 |
Resignation as Additional Director |
|
|
Rahul Sahdev |
February 28, 2023 |
Appointment as Additional Director |
|
July 29, 2023 |
Change in designation as Managing Director |
|
|
Deepak Chaudhary |
March 18, 2023 |
Resignation as Director |
|
Atul Matur |
June 07, 2023 |
Resignation as Director |
|
Suman Kumar |
June 07, 2023 |
Appointment as Additional Director |
|
July 29, 2023 |
Regularisation of Additional Director as Independent Director |
|
|
Kavya Jha |
June 30, 2023 |
Appointment as Additional Director |
|
July 29, 2023 |
Regularisation of Additional Director as NonExecutive Director |
|
|
Chandra Prakash Srivastava |
June 30, 2023 |
Appointment as Additional Director |
|
July 29, 2023 |
Regularisation of Additional Director as NonExecutive Director |
|
Name of Director |
Date of Change |
Reason |
|
Aishwarya Singhvi |
July 19, 2023 |
Appointment as Additional Director |
|
July 29, 2023 |
Regularisation of Additional Director as Independent Director |
|
|
Praveen Tandon |
July 29, 2023 |
Change in designation as Whole-Time Director |
|
January 12, 2024 |
Resignation as Whole Time Director |
|
|
Pulkit Rastogi |
January 20, 2024 |
Appointment as Additional director |
|
February 15, 2024 |
Change in designation as Whole-Time director |
12. COMPANYâS 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 (âKMPsâ) 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 Companyâs 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:
|
S. |
Date of Board Meeting |
Total Strength of |
No. of Directors |
|
No |
the Board |
present |
|
|
1 |
12.04.2023 |
4 |
4 |
|
2 |
14.04.2023 |
4 |
4 |
|
3 |
17.04.2023 |
4 |
4 |
|
4 |
18.04.2023 |
4 |
4 |
|
5 |
24.04.2023 |
4 |
4 |
|
6 |
12.05.2023 |
4 |
4 |
|
7 |
17.05.2023 |
4 |
4 |
|
8 |
30.05.2023 |
4 |
3 |
|
9 |
31.05.2023 |
4 |
4 |
|
10 |
02.06.2023 |
4 |
4 |
|
11 |
07.06.2023 |
3 |
3 |
|
12 |
16.06.2023 |
4 |
4 |
|
13 |
17.06.2023 |
4 |
4 |
|
14 |
26.06.2023 |
4 |
4 |
|
15 |
30.06.2023 |
4 |
4 |
|
16 |
03.07.2023 |
6 |
6 |
|
17 |
07.07.2023 |
5 |
5 |
|
18 |
19.07.2023 |
5 |
5 |
|
19 |
28.07.2023 |
6 |
5 |
|
20 |
31.07.2023 |
6 |
6 |
|
21 |
29.08.2023 |
6 |
5 |
|
22 |
05.10.2023 |
6 |
5 |
|
23 |
12.10.2023 |
6 |
5 |
|
24 |
20.10.2023 |
6 |
5 |
|
25 |
23.10.2023 |
6 |
5 |
|
26 |
31.10.2023 |
6 |
5 |
|
27 |
06.11.2023 |
6 |
5 |
|
28 |
27.11.2023 |
6 |
6 |
|
29 |
29.11.2023 |
6 |
5 |
|
30 |
20.01.2024 |
5 |
4 |
|
31 |
28.02.2024 |
6 |
5 |
|
32 |
29.02.2024 |
6 |
5 |
Attendance of Directors at Board Meetings
|
Name of Directors |
No. of Board Meetings held |
No. of Board Meetings attended |
|
Praveen Tandon |
29 |
29 |
|
Atul Mathur |
10 |
10 |
|
Rahul Sahdev |
32 |
32 |
|
Manan Garg |
16 |
15 |
|
Kavya Jha |
17 |
17 |
|
Chandra Prakash Srivastava |
17 |
17 |
|
Aishwarya Singhvi |
14 |
1 |
|
Suman Kumar |
21 |
21 |
|
Pulkit Rastogi |
2 |
1 |
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 (âListing Regulationsâ), 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 Companyâs 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 Companyâs 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 âreporting of incidents of leak or suspected leak of Unpublished Price Sensitive Information (âUPSIâ)â 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 Companyâs 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 Companyâs 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 202324, 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 AUDITORSâ
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 AUDITORSâ
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 AUDITORSâ
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 Auditorsâ 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 "tl ct IVTnrHi 9094 rm 97 1 1 909^5 Hr 90 01 9094
|
Name of Member |
No. of Meetings attended |
|
Suman Kumar |
Chairman |
|
Aishwarya Singhvi |
Member |
|
Rahul Sahdev |
Member |
The Audit Committee of the Company is entrusted with the responsibility to supervise the Companyâs 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 companyâs 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 Directorâs Responsibility Statement to be included in the Boardâs 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 auditorâs 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 NonExecutive 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
|
Name of Member |
No. of Meetings attended |
|
Suman Kumar |
Chairman |
|
Aishwarya Singhvi |
Member |
|
Chandra Prakash Srivastava |
Member |
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
|
Name of Member |
No. of Meetings attended |
|
Suman Kumar |
Chairman |
|
Aishwarya Singhvi |
Member |
|
Chandra Prakash Srivastava |
Member |
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:
|
(i) |
the steps taken or impact on conservation of energy NIL |
NIL |
|
(ii) |
the steps taken by the company for utilizing alternate sources of energy |
NIL |
|
(iii) |
the capital investment on energy conservation |
NIL |
(b) Technology absorption:
|
(i) |
the efforts made towards technology absorption |
NIL |
|
(ii) |
the benefits derived like product improvement, cost reduction, product development or import substitution |
NIL |
|
(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 |
NIL |
|
|
(b) the year of import |
NIL |
|
|
(iii) |
(c) whether the technology been fully absorbed |
NIL |
|
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof |
NIL |
|
|
(iv) |
the expenditure incurred on Research and Development |
NIL |
(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 armâs 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 Companyâs 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 armâs 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.
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 Companyâs 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. DIRECTORSâ 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 Companyâs internal financial controls were adequate and effective during FY 2023-24.
38. GREEN INITIATIVE
The Company has implemented the âGreen Initiativeâ 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 Companyâs 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 Companyâs 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.
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.
By order of the Board of Directors of SAR Televenture Limited
Sd/- Sd/-
Rahul Sahdev Pulkit Rastogi
Date: 7th August, 2024 Managing Director Whole Time
Place: Noida DIN: 00175840 Director
DIN: 01350162
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