Dear Members.
The Board of Directors is pleased to present the Company's 30th Annual Report and the Audited Financial Statements for the financial year ending March 31,2024.
Financial Results
The Company's financial performance for the year ended March 31, 2024 is summarized below:
Results of Operations and the state of affairs of the Company
The company is a Non-Systcmically Important Non-Banking Financial Company and a Full-Fledged Money Changer. The highlights of the company's performance for the year ended March 31.2024 are as under:
- Revenue from operations was Rs. 172.78 Lakhs
- Net Loss for the year was Rs. 71.58 Lakhs
With the increase in branches, the Company could increase the revenue from operations. Revenue from Operations increased by 88% compared to the previous year. Ihe company is making sustained efforts to achieve improved performance and profitability in the coming years by standardizing its operations.
Dividend
In the absence of profits, no dividend is recommended for payment this year.
Details of material events between the end of the financial year 2023-24 and the date of the report
There have been no material changes and commitments for the likely impact affecting the financial position between the end of the financial year and the date of the Report except the following.
- The Managing Director of the Company Mr. Sroeram Gopinalhan Nair and Independent Director Mr Rajesh Narayan Pillai resigned from their posts on 14th june 2024 and 18"' June 2024 respectively.
- The company has raised 34.50 lakhs through Private Placement of 3450 Secured unlisted Redeemable Non- Convertible Debentures
Issue and allotment of Debentures
During the year under review, pursuant to Section 62(1)(c). 42 and any other applicable provisions of the Companies Act. 2013 made there under the Board of Directors of the Company has issued and allotted 31950 Debentures of Rs.1000/- each on preferential basis, to the promoters non-proinoter and others i.e., persons/entities not forming part of the promoter and promoter group.
Allotment of Equity Shares
During the year under review, Company has allotted. 200000 equity shares of Rs.10/- each on the premium of Rs.15/- each on preferential basis, to others i.e. persons/entities not forming part of the promoter and promoter group by virtue of the conversion of the share warrants. As a result, the closing balance of the Equity Share Capital as on 31st March. 2024 was Rs. 360 Lakhs.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming pan of the Annual Report.
Significant and material orders passed by the regulators or courts or tribunals
There has been no significant and material order passed by any regulator, courts, or tribunals impacting the going concern status and operations of the Company in the future.
Disclosure of fraud in the hoard's report u/s 143 of the Companies Act, 2013
During the year under review, your Directors do not observe any transactions which could result in fraud. Your Directors hereby declare that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2023-2024.
Business Operations/ Performance of the Company
The Company is a Non-Banking Financial Services Company and a Full-Fledged Money ('hanger operating under the License of Reserve Bank of India.
Currently the performance of the Non-Banking Financial Services sector in India is on a positive note. The Company's disbursements arc on revival path and loan outstanding stood at Rs.909.77 lakhs at the end of the financial year, an increase of 78% y-o-y, reflecting the improved market conditions and focused efforts of the company. Gold, personal and business loans increased by 141%. 418% and 42% respectively, an indicator of economy normalizing and overall positive market sentiment, while Vehicle Loan decreased by 1.32%. The income from forex business recorded increase of 27.59%.
Despite the challenges raised by the pandemic, the management remains committed towards ensuring continuous improvement in efficiency and performance, by realigning its strategics, products and process as and when required.
Secretarial Standards
The Directors state that the applicable Secretarial Standards i.c.. SS-1 and SS-2, issued by the Institute of Company Secretaries of India, relating to Meetings of the Board of Directors and General Meetings respectively, have been duly complied with.
Directors' Responsibility Statement
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 external consultants, including audit of internal financial control over financial reporting by the statutory auditors and the review s performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls arc adequate and operating effectively.
Accordingly, pursuant to the requirements of Section 134 (5) of the Act. the Board of Directors, to the best of their knowledge and ability, state that:
(a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;
(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that arc reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31,2024 and of the loss of the company lor that period:
(c) the Directors 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) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors have laid down internal financial controls to be followed by the company anti that such internal financial controls are adequate and are operating effectively; and
(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Corporate Governance
The Company is committed to maintain high standards of Corporate Governance. The Report on Corporate Governance as stipulated under the Listing Regulations forms part of this Annual Report. Since Regulation 15 of Listing Regulations is not applicable to the Company, Certificate from Statutory Auditor/ Practicing Company Secretary regarding compliance of conditions of Corporate Governance was not obtained.
Risk Management
Pursuant to the requirements of Regulation 21 and Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. 2015 (SEBI LODR). the Company has constituted a Risk Management Committee (RMC). consisting of Board members and senior executives of the Company.
The Company has in place a Risk Management framework to identify, and evaluate business risks and challenges cross the Company, both at the corporate level and also separately for each business division. The Company has a robust process for managing the key risks overseen by the RMC. As pail of this process, the Company has identified the risks with the highest impact and then assigned a likely probability of occurrence. Mitigation plans for each risk have also been put in place and are reviewed by the management every six months before presenting to the RMC. The RMC has set out a review process to report to the Board on the progress of the initiatives for the major risks of each of the businesses.
The Company has a Board of Directors approved Risk Management Policy which may be accessed on the Company's website at the link http:>' /v>Yw.9i?ii^l.wjrV^^Mlfete^ri9K%20manaa^nt%2Qpp!!gyjdf
Internal Control systems and adequacy
The Company's internal control system is properly placed and strengthened taking into account the nature of business and si/e of operations. Periodic audits provide reasonable assurance that the Company's internal financial controls are adequate.
Directors and Key Managerial Personnel
The Board Composition as on March 31,2024 is as follows:
Change in Directors and Key Managerial Personnel during the year 2023-24
a) Mr. Habeeb Rahiman resigned from the office of Independent Director w.e.f. June 02,2023.
b) CS Akhil T M resigned from the office of Company Secretary w.e.f November 25, 2023.
c) CS Sujith K Ravindranath w as appointed as Company Secretary w.e.f January 16,2024.
d) The appointment of Mr.K K Paul was regularized in the EGM held in the year 2023.
Change in Directors and Key Managerial Personnel after the financial year 2023-24 and up to the date of the report
a) Mr. Jayson A. Mckkattukulam was appointed as the Chief Executive Officer of the Company on May 28, 2024.
b) Mr. Jyotthish A R was appointed as the Chief Operating Officer of the C ompany on May 28, 2024
c) Mr. Sreeram Gopinatlian Nair resigned from the post of Managing Director w.e.f. June 14. 2024
d) Mr. Rajesh Narayan Pillai resigned from the post of Non-Executive Independent Director w.e.f June 18.2024.
Declaration of Independent Directors
The Independent Directors have confirmed that they meet the criteria as mentioned in Section I4‘) of the Companies Act, 2013 and SFBI (Listing Obligations and Disclosure Requirements) Act, 2015 by submitting a Declaration towards this end to the Company.
Contracts or Arrangements with Related Parties
In line with the requirements of the Act and the SEBI LODR. the Company has formulated a Policy on Related Party Transactions. All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in its ordinary' course of business and on an arm's length basis. Particulars of material contracts/ arrangements with related parties are annexed with this report in Form AOC-2 as Annexure 1. Members may refer to Note 39 to the Financial Statement which sets out related party disclosures pursuant to Ind AS-
The Policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and can be accessed at http:/'www.sicapital.co.in /pdt/poheics'Relatcd% 20Partv%20Transaction%20Policv.pdf
Investors/Policies
Nomination & Remuneration Policy
The Board of Directors has adopted a policy on comprising of criteria for determining qualification, positive attributes, and independence of Directors as laid down by the Nomination & Remuneration Committee of the Board in compliance w ith the provisions of Section 178 of the Act. The Policy is available on Company's website and can be accessed at http://www.sicanital.co.in.' pdf policies 'Nomination%2U&%20Rcmuncration%20Policv.ndf
The Board has made a formal evaluation of its own performance, committees of the Board and Independent Directors as per the above policy and is satisfactory over its performance.
Auditors and Auditors' Report
a) Statutory Auditor
M/s. Ayyar & Chcrian, Chartered Accountant, (Firm Registration No. 000284S), appointed for a term of 5 (five) consecutive years at the Annual General Meeting held on September 30,2020, continues as Statutory Auditor of the Company. The notes annexed to the Financial Statements referred in the Independent Auditors' Reports are self-explanatory and do not call for any further comments. The Auditor's Report docs not contain any qualification, reservation, adverse remark or disclaimer.
There were no frauds reported by the statutory auditors to Audit Committee or Board under Section 143 of the Act.
b) Secretarial Auditor
The Board appointed Mrs. Liya & Associates. Company Secretary in practice (C'P.No.19314) to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer.
Secretarial audit report for year ended on March 31, 2024 is annexed herewith and marked as Anncxure-II to this Report.
Meetings of the Board
10 Meetings of the Board of Directors were held during the year. The particulars of the meeting held and attended by each Director are detailed in the Corporate Governance Report.
Committees of the Board
In compliance with the provisions of Section 177 <& 178 of the Companies Act, 2013, the Board constituted Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee. The Company has also constituted Risk Management Committee, pursuant to Scale Based Regulations issued by the Reserve Bank of India. The details of the composition of committees and their meetings and attendance of members arc given in the Corporate Governance Report.
Vigil Mechanism
The Company has established a robust Vigil Mechanism and a Whistleblower policy in accordance with the provisions of the Companies Act. 2013 and Listing Regulations. The Whistle Blower Policy & Vigil mechanism is available on company's website and can be accessed at
htteTMwsL^italCTjn/Eafiflgticies.1^
Prevention of Sexual Harassment at Workplace
The Company has were tolerance towards sexual harassment at the workplace. During the Financial Year 2023-24, the Company has not received any complaints.
Particulars of Loans, Guarantees or Investments made on under Seetion 186 of the Companies Act, 2013
There were no loans or guarantees made by the Company under Section 186 of the Companies Act. 2013 during the year under review. The particulars of Investments made by the Company are given in Note 11 to the Financial Statements.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The Company has taken reasonable steps to conserve energy by supporting go green initiatives. The Company follows the practice of purchasing energy efficient electrical/ electronic equipments for its operations. The Capital Investment on energy' conservation equipment is nil.
The Company is making use of the technology platform to ease of operations and to provide better services to its customers.
There were no Foreign Exchange Inflow and Outflow during the year under review.
Annual Return
The Annual Return as required under Section 92 and Section 134 the Act lead with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website af htlpsJ/www.si capital.coirVDdt/anrxjal-rehjms/Annual%20Retum%202023-24 x>d(
Particulars of employees and related disclosures
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 is annexed herewith as Annexure 111. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn forms part of this Report. 1 laving regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may address their email to info@sicapital.co.in-
Listing with Stock Exchange
The Company has paid the Annual Listing Fee for the FY 2023-24 to BSE Limited wherein the Company's shares arc listed.
Compliance with NBFC Regulation
The Company has complied with the regulatory provisions of the Reserve Bank of India applicable to Non Banking Financial Company Non Systcmically Important Non-Deposit taking Company. Ihc Company has not accepted Public Deposits during the year under review. No Gold Auction happened this FY 2023-24
General
The Board of Directors state that no disclosure or reporting in respect of the following matters as there were no transactions on these matters or as the provisions were not applicable to the Company during the year under review:
a) Details related to deposits covered under Chapter V of the Act
b) Issue of equity shares with differential rights as to dividend, voting or otherwise
c) Issue of shares to employees of the Company under any Employees' Stock Option Scheme
d) Buyback of shares
c) Significant or material orders passed by Regulators/Court/Tribunals impacting the going concern status and company's operation in future
f) Change in the nature of business in the Company.
g) Preceeding pending under the Insolvency and Bankruptcy Code, 2016
h) Corporate Social Responsibility initiatives by the Company and constitution of CSR committee
i) Transfer of amount to Reserves
j) Transfer of Unclaimed dividend/ shares to Investor Education and Protection Fund (1EPF)
k) Particulars of Associate, Subsidiary and Joint Venture
l) Maintenance of Cost Records
m) Statement of deviations) or variation(s) in use of issue proceeds
n) Statement on Impact of Audit Qualifications
Acknowledgements
Your directors wish to place on record their appreciation for the commitment extended by the employees of the Company during the year. Further, the Directors also wish to place on record the support which the Company has received from its promoters, shareholders, bankers, business associates, vendors and customers of the Company