Dear Members,
The Board of Directors are pleased to present the Companys 29th Annual Report together
with the Audited Financial Statements for the financial year ended March 31, 2023.
Financial Results
The Companys financial performance for the year ended March 31, 2023 is summarized
below:
| Particulars |
2022-23 |
2021-22 |
| Revenue From Operations |
91.43 |
58.93 |
| Other Income |
21.29 |
0.22 |
| Total Income |
112.72 |
59.15 |
| Total Expenses |
122.45 |
71.74 |
| Profit before tax |
(9.73) |
(12.59) |
| Current Tax |
- |
- |
| Deferred Tax |
- |
- |
| Profit for the Year |
(9.73) |
(12.59) |
| Other comprehensive income |
- |
- |
| Total comprehensive income for the year |
(9.73) |
(12.59) |
Results of Operations and the state of affairs of the Company
The company is a Non-Systemically Important Non-Banking Financial Company and a
Full-Fledged Money Changer. The highlights of companys performance for the year ended
March 31, 2023 are as under:
• Revenue from operations was Rs. 91.43 Lakhs
• Net Loss for the year was Rs. 9.73 Lakhs
Operations and cash inflows of the Company for the year under review shows signs of
recovery. Revenue from Operations increased by 55.15% compared to previous year,
operational expenses for the year increased by 70.69% and resultantly the pre-tax loss
reduced by 22.72%. The company is making sustained efforts to achieve improved performance
and profitability in the coming years.
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 2022-23 and the date
of the report
There have been no material changes and commitments for the likely impact affecting
financial position between the end of the financial year and the date of the Report except
the following.
• The company has raised 107.5 lakhs through Private Placement of 10750 Secured
unlisted Redeemable NonConvertible Debentures
• Opened a new branch office at Manathavady, Wayanad
Issue 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 10750 Debentures of Rs. 1000/- each on preferential basis, to the
promoters/non-promoter 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, 400000 equity shares of Rs. 10/-
each on the premium of Rs. 15/- each on preferential basis, to the promoters/promoter
group and others i.e. persons/entities not forming part of the promoter and promoter
group. As a result, the closing balance of the Equity Share Capital as on 31 st March,
2023 was Rs. 340 Lakhs.
Allotment of Debentures
During the year under review, Company has allotted, 10750 Debentures of Rs. 1000/- each
on preferential basis, to the promoters/promoter group and others i.e. persons/entities
not forming part of the promoter and promoter group. As a result, the closing balance of
the Debt Capital as on 31st March, 2023 was Rs. 107.5 Lakhs.
Change in registered office
The company has shifted its Registered office from the jurisdiction of ROC Chennai to
the jurisdiction of ROC, Coimbatore within the state of Tamil Nadu in consequent to the
confirmation of Regional Director, Southern Region Chennai w.e.f. 24th
November, 2022. Now the Registered Office of the company is at No.27, First Floor, New
Scheme Road, Pollachi 642001, Tamil Nadu, India.
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 part 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 future
except the shifting of registered office from Chennai to Pollachi.
Disclosure of frauds in the boards 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 a fraud. Your Directors hereby declare that the Company has not been
encountered with any fraud or fraudulent activity during the Financial Year 2022-2023.
Business Operations/ Performance of the Company
The Company is a Non-Banking Financial Services Company and a Full-Fledged Money
Changer 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 Companys disbursements are on revival path and stood at Rs.510.28
lakhs during the year under review, an increase of 104% y- o-y, reflecting the improved
market conditions and focused efforts of the company. Gold, personal and business loans
increased by 257% , 106% and 473% respectively, an indicator of economy normalizing and
overall positive market sentiment, while Vehicle loan declined by 5.61%. The income from
forex business recorded a increase of 159.88% Despite the challenges raised by the
pandemic, the management remains committed towards ensuring continuous improvement in
efficiency and performance, by realigning its strategies, products and process as and when
required.
Secretarial Standards
The Directors state that the applicable Secretarial Standards i.e., SS-1 and SS-2,
issued by the Institute of Company Secretaries of India, relating to Meetings of 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 reviews performed by
the Management and the relevant Board Committees, including the Audit Committee, the Board
is of the opinion that the Companys internal financial controls are 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, 2023, 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 are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company as at March 31, 2023 and of the loss of
the company for 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 and 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 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 part 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 Companys website at the link
http://www.sicapital.co.in/pdf/policies/risk%20manaqement%20policv.pdf
Internal Control systems and adequacy
The Companys internal control system is properly placed and strengthened taking into
account the nature of business and size of operations. Periodic audits provide reasonable
assurance that the Companys internal financial controls are adequate.
Directors and Key Managerial Personnel
The Board Composition as on March 31, 2023 is as follows:
| S. No. Name of Directors |
Designation |
| 1 Mr. Sreeram Gopinathan Nair |
Managing Director |
| 2 Mr. Thandassery Balachandran Ramakrishnan |
Non-Executive Director |
| 3 CA Unnikrishnan Anchery |
Non-Executive Director |
| 4 Dr. Anil Menon |
Non-Executive Director |
| 5 Mrs. Jitha Chummar |
Non-Executive Director |
| 6 Mr. Anu Thomas Cheriyan |
Non-Executive Director |
| 7 Mr. Paul K K |
Additional Non-Executive Director |
| 8 Mr. Rajesh Narayan Pillai |
Non-Executive Independent Director |
| 9 Mr. Vinod Manazhy |
Non-Executive Independent Director |
| 10 Mr. Abraham George |
Non-Executive Independent Director |
| 11 Dr. Habeeb Rahiman |
Non-Executive Independent Director |
| 12 Mr. Thomas Jacob |
Non-Executive Independent Director |
Change in Directors and Key Managerial Personnel during the year 2021-22
a) CS Aneetta C Vilson resigned from the office of Company Secretary w.e.f. April 30,
2022.
b) CS Anu Jaya was appointed as Company Secretary w.e.f May 13, 2022
c) Mr. Thomas Jacob was appointed as an Additional and Independent Director w.e.f June
13, 2022
d) Mr. Anu Thomas Cheriyan was appointed as an Additional Director of the company w.e.f
June 13, 2022
e) Designation of Mr Unnikrishnan Anchery was changed from Additional Director to
Non-Executive Director on September 16, 2022.
f) Designation of Mr. Anu Thomas Cheriyan was changed from Additional Director to Non
Executive Director on September 16, 2022.
g) Designation of Mr. Abraham George was changed from Additional & Independent
Director to Independent Director on September 16, 2022.
h) Designation of Mr. Habeeb Rahiman was changed from Additional & Independent
Director to Independent Director on September 16, 2022.
i) Designation of Mr. Thomas Jacob was changed from Additional & Independent
Director to Independent Director on September 16, 2022.
j) CS Anu Jaya resigned from the office of Company Seretary w.e.f October 10, 2022.
k) CS Akhil T M was appointed as Company Secretary w.e.f October 11, 2022
l) Mr.K K Paul was appointed as an Additional Director w.e.f. February 07, 2023.
Change in Directors and Key Managerial Personnel after the financial year 2022-23 and
upto the date of report
a) Designation of Mr. K K Paul was changed from Additional Director to Non-Executive
Director w.e.f May 06, 2023
b) Mr. Habeeb Rahiman resigned to be Non-Executive Independent Director w.e.f 02nd
June 2023.
Declaration of Independent Directors
The Independent Directors have confirmed that they meet criteria as mentioned in
Section 149 of the Companies Act, 2013 and SEBI (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 arms length basis. Particulars of material contracts/ arrangements
with related parties are annexed with this report in Form AOC-2 as Annexure - I. 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
Companys website and can be accessed at
http://www.sicapital.co.in/pdf/policies/Related%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 with the provisions of
Section 178 of the Act. The Policy is available on Companys website and can be accessed
at http://www.sicapital.co.in/pdf/policies/Nomination%20&%20Remuneration%20Policy.pdf
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 & Cherian, 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 Auditors Report does 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 M/s. Liya & Associates, Company Secretary in practice (CP No.
19314) to conduct Secretarial Audit for the financial year 2022-23. Secretarial audit
report for year ended on March 31, 2023 is annexed herewith and marked as Annexure - II to
this Report.
Meetings of the Board
12 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 composition of committees and their meetings and attendance of members are
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 companys website and can be
accessed at -
http://www.sicapital.co.in/pdf/policies/Whistle%20Blower%20Policv%20&%20Viqil%20Mechanism.pdf
Prevention of Sexual Harassment at Workplace
The Company has zero tolerance towards sexual harassment at the workplace. During the
Financial Year 2022-23, the Company has not received any complaints.
Particulars of Loans, Guarantees or Investments made on under Section 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.The company has accepted a
inter corporate loan from M/s Sharewealth Chits Limited to meet the operational needs of
the company.
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 read with Rule
12 of the Companies (Management and Administration) Rules, 2014 is available on the
Companys website at
http://www.sicapital.co.in/pdf/annual-returns/Annual%20Return%202022-23.pdf
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 III. 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. Having 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 Annual Listing Fee for the FY 2022-23 to BSE Limited wherein the
Companys shares are 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 Systemically Important Non-Deposit
taking Company. The Company has not accepted Public Deposits during the year under review.
No Gold Auction happened this FY 2022-23
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
e) Significant or material orders passed by Regulators / Court / Tribunals impacting
the going concern status and companys operation in future
f) Change in the nature of business in the Company.
g) Proceeding 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
(IEPF)
k) Particulars of Associate, Subsidiary and Joint Venture
l) Maintenance of Cost Records
m) Statement of deviation(s) 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
|
For and on behalf of the Board of Directors |
|
Sd/- |
|
Vinod Manazhy |
| Date: 31-08-2023 |
Chairman |
| Place : Thrissur |
DIN: 08986929 |
+91-9892691696
