To,
The Members,
Salem Erode Investments Limited
Your Directors present before you the 94th Annual Report of Salem Erode Investments Limited (hereinafter referred to as "the Company ") together with the audited financial statements for the financial year ended March 31, 2025.
I. Financial summary and highlights
a) Operations
With a current network of 38 branches spanning the key states of Tamil Nadu and Odisha, the Company is executing a strategic plan for slow, deliberate growth. This measured approach ensures sustainable expansion, and the Company is now preparing to launch new branches in the coming months as part of its long-term vision to broaden its regional footprint.
The Company is experiencing a daily increase in its business operations. As a strategic move toward greater independence, the Company is actively working to establish its own unique identity rather than operating solely under the name of its holding Company, ICL Fincorp Limited.
The commercial operations during the year under report were progressive. The Company has earned an income of Rs 3,90,77.47 thousand as compared to Rs 4,13,95.01 thousand during the previous year. The total expenditure of the Company for the year was Rs 8,85,89.50 thousand as compared to Rs 5,91,04.84 thousand. The Company incurred a net loss of Rs 4,71,92.77 thousand as against net loss of Rs 1,82,25.21 thousand during the previous financial year. Despite continuing a financial loss this year due to higher operational costs, your Directors believe these expenses were necessary for the Companys future growth and expansion. We are committed to making these unavoidable investments now to ensure a more successful and profitable tomorrow.
Financial Summary
(Rs in thousand)
Particulars |
For the year ended March 31, 2025 | For the year ended March 31, 2024 |
| Total Income | 3,90,77.47 | 4,13,95.01 |
| Total Expense | 8,85,89.50 | 5,91,04.84 |
| Profit/Loss before Tax | (4,95,12.03) | (1,77,09.83) |
| Less: Current Income Tax | - | - |
| Less: Deferred Tax | (23,19.26) | 462.24 |
| (Excess)/Short provision of previous years | - | 53.14 |
| Net Profit/Loss after Tax | (4,71,92.77) | (1,82,25.21) |
| Earnings per share (Basic) | (4.12) | (1.59) |
| Earnings per Share (Diluted) | (4.12) | (1.59) |
b) Transfer to Reserves
During the year the Company has reported losses and hence no amount is transferred to the statutory reserves and Impairment Reserve which is the differential amount between impairment allowance as per IND AS 109 and provisioning as per IRACP norms. After these adjustments the Retained Earnings during the year is Rs 120,917.09 thousand only.
c) Dividend
As the Company has incurred loss and with a view to conserve profit for proposed expansion activities of the Company, the Board of Directors has not recommended any dividend on Equity Shares of the Company for the financial year ended March 31, 2025.
d) Change in accounting standards
The Company is following the Indian Accounting Standards during the year under report.
II. State of Companys affairs
a) Segment wise details of the gold loans and other loans
The Company has been mainly focusing on gold loans, which is secured by way of the gold jewellery provided as security by the customers. The Loan to Value (hereinafter referred to as "LTV") ratio is restricted to a maximum of 75% to 85% as prescribed by the Reserve Bank of India (hereinafter referred to as "RBI"). The Company provides loans at lesser LTVs with lesser interest rates to the customers, so as to reduce the interest burden for needy customers.
The following are the comparison of the gold loan schemes for the year 2023 -24 & 2024-25:
Scheme name |
Amount outstanding for the year ended 2024-25 (in Rs) | Amount outstanding for the year ended 2023-24 (in Rs) | Increment | % increase/ (decrease) outstanding compared to previous year |
| SEIL (60 Days Interest Payment Scheme) | 2,059.24 | 56,767.92 | (54,708.68) | (96.37)% |
| SEIL 106 (90 Days Interest Payment Scheme) | 0 | 102.94 | (102.94) | (100)% |
| SEIL 107 (Monthly Interest Payment Scheme) | 469.90 | 3,792.13 | (3,322.23) | (87.61)% |
| SEIL 111 (Monthly Interest Payment Scheme) | 0 | 2,761.33 | (2,761.33) | (100)% |
| SEIL 118 (30 Days Interest Payment Scheme) | 0 | 1,315.182 | (1315.182) | (100)% |
| SEIL 119 (30 Days Interest Payment Scheme) | 11.80 | 1,659.94 | (1,648.14) | (98.73)% |
| SEIL 120 (30 Days Interest Payment Scheme) | 247.42 | 19,429.44 | (19,182.02) | (98.73)% |
| SEIL 136 (30 Days Interest Payment Scheme) | 1,095.70 | 0 | 1,095.70 | 100% |
| SEIL 137 (30 Days Interest Payment Scheme) | 10,760.43 | 0 | 10,760.43 | 100% |
| SEIL 138 (30 Days Interest Payment Scheme) | 11,589.73 | 0 | 11,589.73 | 100% |
| SEIL 141 (30 Days Interest Payment Scheme) | 75,097.91 | 0 | 75,097.91 | 100% |
| SEIL 142 (18 Months Installment Payment Scheme) | 4,531.00 | 0 | 4,531.00 | 100% |
| SEIL Mahila (30 Days Interest Payment Scheme) | 28,739.96 | 0 | 28,739.96 | 100% |
| SEIL Senior (30 Days Interest Payment Scheme) | 868.66 | 0 | 868.66 | 100% |
| SEIL Sukrutham | 470.77 | 2,145.83 | (1,675.06) | (78.06)% |
| Total | 135,942.51 | 87,974.71 | 47,967.800 |
b) Events occurred after closing of the Financial Year
There is no events occurred after closing of the Financial Year
c) Change in status of the Company
The Company has complied with provisions of the Companies Act, 2013 (hereinafter also referred to as "the Act") & rules made there under in respect of its status under the Act and is active.
d) Key Business Developments i. Branch Network
The Company had set a target to open more branches across the country in the near future. A wider network of branches will allow the Company to provide better service and support to both existing and new customers from convenient, nearby locations, while also helping to reach new potential customers. ii. Merging, shifting or closure of branches
The Company is in the process of improving efficiency of operations of existing branches by identifying those branches which are below the Break Even Point in terms of revenue generation and taking appropriate actions like merging, shifting or closure through due statutory procedures. No branch was closed in the reporting year. iii. Fund Raising
The Company had vide Postal Ballot through e-voting on 23rd day of February, 2021 approved borrowing powers not exceeding Rs 300,00,00,000/- (Rupees Three Hundred Crores Only). In accordance with said approval, the Company had raised an amount of Rs 1,01,50 thousand during the financial year under report by issuing Unlisted Redeemable Secured Non-Convertible Debentures on private placement basis.
e) Other material event having an impact on the affairs of the Company i. Business
Despite a challenging economic climate shaped by global conflicts—specifically the Russia-Ukraine war and the conflict between Hamas and Israel—the Company demonstrated remarkable resilience. While these geopolitical events triggered fluctuations in oil prices and raising inflation, which in turn increased interest rates, the Company remained focused on its expansion goals.
The Company has successfully navigated previous challenges and the Board expects positive growth in the coming years. The overall operating environment and collection efficiencies are expected to remain stable. The Company plans to open new branches at various locations and introduce new loan products. ii. Disbursement & Recovery
Gold loan disbursements were normal throughout the year, and the Company effectively managed recoveries by offering customers the option to make remittances through online banking, phone transfers, and other electronic modes. Due to stringent loan recovery efforts, there was no adverse impact on the Companys revenue during the year, and no negative impact is anticipated in the coming financial years.
iii. Non-Performing Assets
The Company has maintained Non-Performing Assets (NPAs) at minimal levels through stringent recovery measures. It will continue to focus on the gold loan category, as the market value of gold is expected to rise according to expert predictions.
The Company maintains a loan-to-value ratio of 65% to 75% to ensure asset quality. It remains focused on maintaining its gold inventory, serving its existing customer base efficiently, and acquiring new customers through its branches.
Given the current economic recovery, the Management predicts better growth in the coming years by introducing new portfolios and opening new branches. The Holding Company, ICL Fincorp Limited, brings extensive experience and expertise, contributing to exceptional performance. Marketing activities, including cluster marketing, roadshows, and brand value additions, are being conducted more aggressively.
III. Change in the nature of business
There was no change in the nature of the business during the year under report.
IV. Material changes and commitments
There was no material changes or commitments, affecting the financial position of the Company having occurred during the year under report or having occurred since the end of the year and till the date of the report. Further, there was no changes in external and internal environment including technical, legal and financial, strikes, lockouts and breakdowns affecting the business of the Company, as on the reporting date.
V. Overview of the industry and important changes in the industry during the last year
Detailed in Management Discussion and Analysis Report as ‘Annexure 1.
VI. External environment and economic outlook
NBFCs remain an important constituent of Indias financial sector, and continue to leverage their superior understanding of regional dynamics and customised products and services to expedite financial inclusion in India. Lower transaction costs, innovative products, quick decision making, customer orientation and prompt service standards have differentiated NBFCs from banks. Considering the reach and expansion of NBFCs, these entities are well-suited to bridge the financing gap in a large country like India. Systemically important NBFCs have demonstrated agility, innovation and frugality to provide formal financial services to millions of Indians. The sector has undergone remarkable growth and has established itself as a significant player in the countrys financial landscape.
The sectors assets under management (AUM) were projected to exceed Rs50 trillion (approximately US$ 600 billion) in FY 2025, with some reports placing the overall balance sheet size even higher. This growth, while moderating slightly compared to the previous two fiscal years, demonstrates the sectors resilience and expanding role in the economy.
The primary driver of the NBFC sectors growth continues to be the strong demand for specialized financial services. This is especially true for Micro, Small, and Medium Enterprises (MSMEs), which often find it difficult to secure loans from traditional banks. NBFCs have effectively filled this gap by offering tailored credit products and a more flexible approach to lending.
Digitalization has also been a transformative force. The widespread adoption of digital platforms has allowed NBFCs to significantly expand their customer base, streamline operations, and reduce costs. The integration of advanced technologies like artificial intelligence (AI), machine learning (ML), and big data analytics is enabling more efficient credit underwriting and enhancing the overall customer experience.
In financial year 2024-25, the NBFC sector demonstrated continued resilience and improved financial health. The sectors credit growth in FY25 surpassed that of commercial banks, reaching an impressive 20%, primarily driven by segments like gold loans, vehicle loans, and personal consumption loans. This growth was also reflected in the sectors expanding balance sheet, which saw a 20% year-on-year increase. Asset quality for the NBFC sector continued its downward trajectory in FY25. The overall Gross Non-Performing Assets (GNPA) ratio improved to 2.5% as of March 2025 from 4.0% in March 2024 and the Net Non-Performing Assets (NNPA) ratio also followed this positive trend. This improvement was largely due to robust earnings and a healthy capital base. The sectors profitability remained strong, with the Return on Assets (RoA) rising to 2.9% from 2.5% a year earlier. Capital adequacy remained healthy, with a ratio of 27.6% for NBFCs.
The rapid growth in retail loans has been significantly facilitated by increased bank lending to NBFCs, which constituted a substantial portion of total bank credit in the last fiscal year. This trend has been consistent, with bank credit to NBFCs continuing to grow at a faster rate than overall bank credit. However, this lending remains highly concentrated, with a majority of the credit directed toward top-rated NBFCs (those with an AA rating or higher).
While the overall asset quality of the retail credit segment remains healthy, its fast-paced growth is a point of consideration. The combination of rapid lending expansion and the current monetary policy environment—aimed at controlling inflation—raises concerns. Specifically, there are potential risks related to the procyclicality of lending and the possibility of higher debt servicing costs for borrowers Lenders are closely monitoring these trends to ensure the sustained health and stability of the retail lending segment.
Recognising the importance of NBFCs, a series of measures have been implemented which have played an important role in strengthening the NBFCs. For instance, considering the growing size, complexity and interconnectedness of NBFCs, a revised scale-based regulatory framework has been implemented to harmonise the regulations of NBFCs with those of banks, wherever appropriate. In addition, the formal Prompt Corrective Action (PCA) framework was extended to NBFCs which enables supervisory intervention at appropriate times and requires the supervised entity to initiate and implement remedial measures in a timely manner. As banks and NBFCs have entered into various co-lending models with divergent underwriting practices and banks have been the major lender to NBFCs, this rising interconnectedness raises risks emanating from crosssectional dimensions.
The RBIs Financial Stability Report states that "The Reserve Bank took proactive regulatory measures, such as increase in risk weights on certain segments of consumer credit by banks and NBFCs as well as bank credit to NBFCs, along with a strengthening of credit standards in respect of various sub-segments under consumer credit, to prevent build-up of risks and spill-over to the wider financial system."
As NBFCs have become more significant, the RBI has enhanced its regulation of the sector in recent years to address the industry specific issues such as contagion risk in the financial system, oversimplified underwriting processes, concentration of credit risk, exposure towards technology related risks, etc. Accordingly, the RBI, over last few years, has issued various guidelines such as (i) vigil over asset-liability management practices, (ii) maintaining liquidity ratios, (iii) increased reporting requirements, and (iv) scale-based regulations. These have led to NBFCs adopting practices in line with banks. The regulatory vigil is based on four key cornerstones of: (i) responsible financial innovation, (ii) accountable conduct, (iii) responsible governance, and (iv) centrality of the customer.
The NBFC sector is an important stakeholder of the Indian financial sector. Strengthened regulation and enhanced oversight are in place to further strengthen the resilience of this key sector. We believe that NBFCs with superior capital adequacy, better margins, frugal cost and prudent risk management, and those incorporating above four key cornerstones in their business models will continue to deliver sustainable growth in the foreseeable future.
More details are mentioned in Management Discussion and Analysis Report as ‘Annexure 1.
VII. Capital and Debt Structure
a) Share Capital of the Company
Authorized share capital of the Company is Rs 10,00,00,000/- consisting of 10,00,00,000 equity shares of Re.1/- each. Members of the Company vide. 93rd Annual General Meeting held on 28th day of September, 2024 has increased authorized share capital from Rs 1,20,00,000/- divided into 1,20,00,000 equity shares of Rs1/- each to Rs 10,00,00,000/- divided into 10,00,00,000 equity shares of
Rs 1/- each.
The Issued, Subscribed and Paid up Share Capital of the Company is Rs 1,14,65,520/- (Rupees One Crore Fourteen Lakhs Sixty Five Thousand Five Hundred and Twenty Only) consisting of 1,14,65,520 Equity Shares of Re. 1/- (Rupee One Only) each. There was no change in the Issued, Subscribed and Paid up Share Capital of the Company during the year under report.
b) Non-Convertible Debenures
During the year under review, your Company has issued Unlisted Secured Redeemable Non-Convertible Debentures and raised an amount aggregating to Rs1,01,50 thousand on a private placement basis in various tranches. The funds raised from Non-Convertible Debentures were utilized for the purpose of meeting the working capital requirements and general corporate purposes of the Company.
The details on Non-Convertible Debentures issued and allotted during the year are as follows:
Date of issue |
Date of allotment | Number of securities allotted | Method of allotment | Issue Price | Amount raised (in thousand) |
| 08.11.24 | 20.11.24 | 3200 | Private Placement | 1,000 | 3200 |
| 27.12.24 | 08.01.25 | 4,650 | Private Placement | 1,000 | 4650 |
| 07.03.25 | 15.03.25 | 2,300 | Private Placement | 1,000 | 2300 |
VIII. Credit rating
The Credit rating by Infomerics Valuation and Rating Private Limited is as follows:
| Facilities | Amount (Rs Crore) | Current ratings | Previous ratings | Rating action |
Non-Convertible Debentures (NCDs) |
0.59 | IVR B+/Negative;; Issuer not cooperating (IVR B Plus with Negative Outlook, Issuer Not Cooperating) | IVR BB-/Negative (IVR Double B Minus with Negative Outlook, Issuer Not Cooperating) * | Rating downgraded and continued in Issuer Not Cooperating category |
Non-Convertible Debentures (NCDs) |
99.41 | IVR B+/Negative; Issuer not cooperating (IVR B Plus with Negative Outlook, Issuer Not Cooperating) | IVR BB-/Negative (IVR Double B Minus with Negative Outlook, Issuer Not Cooperating) * | Rating downgraded and continued in Issuer Not Cooperating category |
Events ocuured after closing of the financial year
Additionally the following credit rating has been assigned by CRSIL on 01st July, 2025:
| Facilities | Amount (Rs in Crore) | Current ratings | Rating action |
| Bank Loan | 50 | Crisil BB/Stable | Assigned |
| Non Convertible Debentures | 50 | Crisil BB/Stable | Assigned |
IX. Investor Education and Protection Fund a) The transfer the unclaimed dividend along with corresponding shares for Financial Years 2008-09, 2009-10, 2010-11, 2011-12 and 2012-13 has been completed by filing Form IEPF-4. The details of the transfer/s to the Investor Education and Protection Fund ("IEPF") made during the year as mentioned below:
i. Amount of unclaimed/unpaid dividend and the corresponding Shares - Nil
ii. Redemption amount of preference shares - Not applicable
iii. Amount of matured deposits, for Companies other than Banking Companies, along with interest accrued thereon - Not applicable iv. Amount of matured debentures along with interest accrued thereon - Not applicable
v. Application money received for allotment of any securities and due for refund along with interest accrued - Not applicable
vi. Sale proceeds of fractional shares arising out of issuance of bonus shares, merger and amalgamation - Not applicable
b) Details of the resultant benefits arising out of shares already transferred to the IEPF - Not applicable
c) Year wise amount of unpaid/unclaimed dividend lying in the unpaid account upto the year and the corresponding shares, which are liable to be transferred to the IEPF and the due dates for such transfer
All unpaid/unclaimed dividend as on reporting date has been transferred to IEPF. The corresponding shares of underlying unpaid/ unclaimed dividend to be transferred to IEPF account are as follows:
Sl.No. |
Year of declaration of Dividend | Dividend declaration date | Due dates for transfer of shares to IEPF Account | Number of equity shares to be transferred | Current status |
| 01. | 2008-09 | 28.08.09 | 27.09.16 | 6,28,160 | Transferred |
| 02. | 2009-10 | 27.08.10 | 26.09.17 | 64,160 | Transferred |
| 03. | 2010-11 | 26.08.11 | 25.09.18 | 85,200 | Transferred |
| 04. | 2011-12 | 31.08.12 | 30.09.19 | 1,54,880 | Transferred |
| 05. | 2012-13 | 16.08.13 | 15.09.20 | 1,14,320 | Transferred |
d) the amount of donation, if any, given by the Company to the IEPF – Nil
e) such other amounts transferred to the IEPF, if any, during the year - Nil
X. Management
a) Directors and Key Managerial Personnel
The changes in the constitution of the Board of Directors and Key Managerial Personnel of the Company during the year under report are as follows:-.
The members of the Company at 93rd Annual General Meeting held on 28th day of September, 2024 had considered and approved the following:-
• Appointed Ms. Umadevi Anilkumar, Non Executive Director (DIN: 06434467), who retires by rotation and being eligible offered herself for re-appointment.
• Re-appointment of Mr. K.G. Anilkumar (DIN: 00766739) as the Managing Director of the Company for a period of 5 years with effect from 18th day of February, 2025 to 17th day of February, 2030.
• Appointment Mr. Shinto Stanly (DIN: 06534505) as an Independent Director of the Company to hold office for a term of 5 consecutive years i.e. from 05th day of February, 2024 to 04th day of February, 2029
The Members vide postal ballot dated February 14, 2025, re-appointed Mr. Thainakathu Govindankutty Babu (DIN: 08315374) as Independent & Non-Executive Director of the Company, for the second term of 5 (five) years effective from February 17, 2025 to February 16, 2030 and Mr Saseendran Veliyath (DIN: 08205871) as an Independent & Non-Executive Director of the Company, for the second term of 5 (five) years effective from February 17, 2025 up to February 16, 2030.
Ms. Manisha N Menon, Company Secretary of the Company resigned on 11th October 2024 and Mr. Visakh T V was appointed as a Company Secretary and Compliance Officer of the Company with effect from 27th December 2024.
Further, in accordance with the provisions of the Companies Act, 2013, Mr. K G Anilkumar, Managing Director (DIN: 00766739) of the Company, who retires by rotation and being eligible offers himself for re-appointment. Being eligible for re-appointment and in the best interest of the Company, your Board recommends the re-appointment of Mr. K G Anilkumar as a Director of the Company, liable to retire by rotation.
There were no other change in Directors or Key Managerial Personnel after the end of the year and up to the date of the report.
b) Declaration from Independent Directors on annual basis
The Company has received necessary declaration from all the Independent Directors of the Company as per section 149 (7) of the Companies Act, 2013 confirming that they meet with the criteria of independence as laid down under section149 (6) of Act and regulation 16 (1) (b) of the Listing Regulations. Further, the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and Code of Conduct for Directors and senior management personnel of the Company. Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess relevant proficiency, expertise and experience to qualify as Independent Directors of the Company and are independent of the management of the Company. In terms of section 150 of the Act read with rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar and the said registration is renewed and active. All the independent Directors of the Company have passed online proficiency self-assessment test conducted by the said institute.
c) Meetings of the Board of Directors of the Company
During the year, the Board of Directors of the Company had convened 10 (Ten) meetings, details of the same as mentioned below.
Sl. No. |
Date of the meeting | Present throughout the meeting | Percentage of attendance |
| 01. | 24.04.2024 | Mr. K.G. Anilkumar | 100% |
| Ms. Umadevi | |||
| Anilkumar | |||
| Mr. T.G. Babu | |||
| Mr. Saseendran V. | |||
| Mr. A. A. Balan | |||
| Mr. Shinto Stanly | |||
| 02. | 29.05.2024 | Mr. K.G. Anilkumar | 67% |
| Mr. T.G. Babu | |||
| Mr. Saseendran V. | |||
| Mr. Shinto Stanly | |||
| 03. | 14.08.2024 | Mr. K.G. Anilkumar | 83% |
| Ms. Umadevi | |||
| Anilkumar | |||
| Mr. Saseendran V. | |||
| Mr. A.A. Balan | |||
| Mr. Shinto Stanly | |||
| 04. | 27.08.2024 | Mr. K.G. Anilkumar | 67% |
| Ms. Umadevi | |||
| Anilkumar | |||
| Mr. Saseendran V. | |||
| Mr. Shinto Stanly |
| 05. | 08.11.2024 | Mr. K.G. Anilkumar | 100% |
| Ms. Umadevi | |||
| Anilkumar | |||
| Mr. T.G. Babu | |||
| Mr. Saseendran V. | |||
| Mr. A.A. Balan | |||
| Mr. Shinto Stanly | |||
| 06. | 14.11.2024 | Mr. T.G. Babu | 67% |
| Mr. Saseendran V. | |||
| Mr. A. A. Balan | |||
| Mr. Shinto Stanly | |||
| 07. | 27.12.2024 | Mr. K.G. Anilkumar | 100% |
| Ms. Umadevi | |||
| Anilkumar | |||
| Mr. T.G. Babu | |||
| Mr. Saseendran V. | |||
| Mr. A.A. Balan | |||
| Mr. Shinto Stanly | |||
| 08. | 10.01.2025 | Mr. K.G. Anilkumar | 100% |
| Ms. Umadevi | |||
| Anilkumar | |||
| Mr. T.G. Babu | |||
| Mr. Saseendran V. | |||
| Mr. A.A. Balan | |||
| Mr.Shinto Stanly | |||
| 09. | 14.02.2025 | Mr. K.G. Anilkumar | 100% |
| Ms. Umadevi | |||
| Anilkumar | |||
| Mr. T.G. Babu | |||
| Mr. Saseendran V. | |||
| Mr. A.A. Balan | |||
| Mr.Shinto Stanly | |||
| 10. | 07.03.2025 | Mr. K.G. Anilkumar | 100% |
| Ms. Umadevi | |||
| Anilkumar | |||
| Mr. T.G. Babu | |||
| Mr. Saseendran V. | |||
| Mr. A.A. Balan | |||
| Mr. Shinto Stanly |
d) General Meetings held during the financial year
During the financial year two General Meetings through e-voting of the shareholders were held, details of the same are disclosed as below:
Nature of meeting |
Date of meeting | Number of members attended | Percentage of attendance |
93rd Annual General Meeting |
28.09.2024 | 22 | 1.39% |
Additionally the members of the Company have approved certain resolutions by way of postal ballot on February 14, 2025.
e) Composition of the Board of Directors & Key Managerial Personnel
The Board of the Company is headed by Mr. Shinto Stanly, Independent Director, an eminent person of high credentials and of considerable professional experience, who actively contributed in the deliberations of the Board. As on close of business hours of March 31, 2025, the Board comprised of 6 Directors and headed by 2 Key Managerial Personnel as mentioned below:
Sl. No. |
Name | DIN/PAN | Designation |
01. |
Mr. K.G. Anilkumar | 00766739 | Managing Director (Executive) |
02. |
Ms. Umadevi Anilkumar | 06434467 | Director (Non- Executive) |
03. |
Mr. T. G. Babu | 08315374 | Independent Director (Non- Executive) |
04. |
Mr. Saseendran V. | 08205871 | Independent Director (Non- Executive) |
05. |
Mr. A. A. Balan | 01996253 | Independent Director (Non- Executive) |
06. |
Mr. Shinto Stanly | 06534505 | Independent Director (Non- Executive) |
07. |
Mr. Madhavankutty T. | ACXPT7620E | Chief Financial Officer |
08. |
Mr. Visakh T V | AVWPV0702B | Company Secretary & Compliance Officer |
f) Committees of the Board
The Company has various Committees which have been constituted as a part of good corporate governance practices and the same are in compliance with the requirements of the relevant provisions of applicable laws and statutes. i. Audit Committee i) Description & Terms of reference
The Company has constituted and maintained independent, competent and qualified Audit Committee by complying the provisions of section 177 of the Act, read with rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and applicable regulations of the Lisiting Regulations and amendments made thereunder. The functions of the Audit Committee include the following:
• Review of financial statements and Auditors report.
• Recommendation for appointment, retention, termination, remuneration and terms of appointment of Statutory Auditors of the Company and allied matters.
• Recommendation for appointment, retention, termination, remuneration and terms of appointment of Internal Auditors of the Company, review of Internal Auditors report and allied matters.
• Recommendation for appointment, retention, termination, remuneration and terms of appointment of Chief Financial Officer of the Company.
• Statement of uses/application of funds.
• Approval of Related Party Transactions and such other subsequent related modifications.
• Such other matters envisaged in the aforesaid provisions of the Companies Act, 2013 and rules made thereunder ii) Composition
The Audit Committee of the Company comprised of following members:
Name & Designation |
Nature of directorship | Position in Committee |
Mr. Shinto Stanly |
Independent Director | Chairman |
Mr. T. G. Babu |
Independent Director | Member |
Mr. Saseendran V. |
Independent Director | Member |
Ms. Umadevi Anilkumar |
Non-Executive Director | Member |
iii) Changes during the year
Mr. Shinto Stanly has been appointed as the Member of the Committee with effect from May 29, 2024. Further he has been appointed as the Chairman of the committee with effect from August 14, 2024 and Mr. T. G. Babu has been redesignated as a Member of the Committee, from his previous position as Chairman of the Committee. iv) Meetings & Attendance
During the year, the Audit Committee of the Company had convened 8 (Eight) meetings, details of the same are as mentioned below.
Sl. No. |
Date of the meeting | Present throughout the meeting | Percentage of attendance |
| 01. | 24.04.2024 | Mr. T. G. Babu | 100% |
| Ms. Umadevi Anilkumar | |||
| Mr. Saseendran V. | |||
| 02. | 29.05.2024 | Mr. T. G. Babu | 67% |
| Mr. Saseendran V. | |||
03. |
09.07.2024 | Ms. Umadevi Anilkumar | 75% |
| Mr. Saseendran V. | |||
| Mr. Shinto Stanly. | |||
04. |
14.08.2024 | Ms. Umadevi Anilkumar | 75% |
| Mr. Saseendran V. | |||
| Mr. Shinto Stanly | |||
05. |
27.08.2024 | Ms. Umadevi Anilkumar | 75% |
| Mr. Saseendran V. | |||
| Mr. Shinto Stanly. | |||
| 06. | 14.11.2024 | Mr. T.G. Babu | 75% |
| Mr. Shinto Stanly | |||
| Mr. Saseendran V. | |||
| 07. | 27.12.2024 | Mr. T.G. Babu | 100% |
| Ms. Umadevi Anilkumar | |||
| Mr. Saseendran V. | |||
| Mr.Shinto Stanly | |||
| 08. | 14.02.2025 | Mr. T.G. Babu | 100% |
| Ms. Umadevi Anilkumar | |||
| Mr. Saseendran V. | |||
| Mr. Shinto Stanly |
ii. Nomination & Remuneration Committee i) Description & Terms of reference
The Company has constituted and maintained competent and qualified Nomination and Remuneration Committee by complying the provisions of section 178 of the Act, read with rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and applicable provisions of the Listing Regulations and amendments made thereunder. The functions of the Nomination and Remuneration Committee include the following:
• Review and approval of appointment, removal, resignation and retirement of Directors, Key Managerial Personnel and Senior Management Staff of the Company.
• Review and approval of remuneration of Directors, Key Managerial Personnel and Senior Management Staff of the Company.
• Evaluation of performance of Directors, Key Managerial Personnel, Senior Management Staff and Committees of Board.
• Review of the performance of Directors, Key Managerial Personnel and Senior Management.
• Such other matters envisaged in the aforesaid provisions of the Companies Act, 2013 and rules made thereunder. ii) Composition
The members of the Nomination and Remuneration Committee are as follows:
Name & Designation |
Nature of directorship | Position in Committee |
Mr. T G Babu |
Independent Director | Chairman |
Mr. Saseendran V. |
Independent Director | Member |
Ms. Umadevi Anilkumar |
Non-Executive Director | Member |
Mr. Shinto Stanly |
Independent Director | Member |
iii) Changes during the year
Mr. Shinto Stanly has been appointed as the Member of the Committee with effect from May 29, 2024. He has been appointed as the Chairman of the committee with effect from August 14, 2024 and Mr. T. G. Babu has been redesignated as a Member of the Committee, from his previous position as Chairman of the Committee.
Further, Mr. T. G. Babu redesignated as a Chairman of the Committee and Mr. Shinto Stanly has been redesignated as the Member of the Committee with effect from December 27, 2024. iv) Meetings & Attendance
During the year, the Nomination and Remuneration Committee of the Company had convened 4 (Four) meetings, details of the same as mentioned below.
Sl. No. |
Date of the meeting | Present throughout the meeting | Percentage of attendance |
| 01. | 09.07.2024 | Mr. Shinto Stanly | 75% |
| Ms. Umadevi Anilkumar | |||
| Mr. Saseendran V. | |||
| 02. | 27.08.2024 | Mr. Shinto Stanly | 75% |
| Ms. Umadevi Anilkumar | |||
| Mr. Saseendran V. |
| 03. | 27.12.2024 | Mr. Shinto Stanly | 100% |
| Mr. T. G. Babu | |||
| Ms. Umadevi Anilkumar | |||
| Mr. Saseendran V. | |||
| 04. | 10.01.2025 | Mr. Shinto Stanly | 100% |
| Mr. T. G. Babu | |||
| Ms. Umadevi Anilkumar | |||
| Mr. Saseendran V. |
iii. Stakeholders Relationship Committee i) Description & Terms of reference
The Company has constituted and maintained competent and qualified Stakeholders Relationship Committee by complying the provisions of section 178 (5) of the Act, applicable regulations of the Listing Regulations and amendments made thereunder. The functions of the Stakeholders Relationship Committee include the following:
• Ensure that the views/concerns of the shareholders are highlighted to the Board at appropriate time and that the steps are taken to address such concerns.
• Resolve complaints related to transfer/transmission of shares, non-receipt of annual report and non-receipt of declared dividends, General Meetings, issue of new/duplicate certificates and new certificates on split/consolidation/renewal etc.,transfer/ transmission, dematerialization and re-materialization of equity shares in a timely manner and oversee the performance of the Registrar and Transfer Agents.
• Review the process and mechanism of redressal of investor complaints and suggesting measures of improving the existing system of redressal of investor grievances
• Such other matters envisaged in the aforesaid provisions of the Companies Act, 2013 and rules made thereunder. ii) Composition
The members of the Stakeholders Relationship Committee are as follows:
Name & Designation |
Nature of directorship | Position in Committee |
| Mr. Shinto Stanly | Independent Director | Chairman |
| Mr. T. G. Babu | Independent Director | Member |
| Mr. Saseendran V. | Independent Director | Member |
Ms. Umadevi Anilkumar |
Non-Executive Director | Member |
iii) Changes during the year
Mr. Shinto Stanly has been appointed as the Member of the Committee with effect from May 29, 2024. Further he has been appointed as the Chairman of the committee with effect from August 14, 2024 and Mr. T. G. Babu has been redesignated as a Member of the Committee, from his previous position as Chairman of the Committee. iv) Meetings & Attendance
During the year, the Stakeholders Relationship Committee of the Company had convened 1 (One) meeting, details of the same are as mentioned below.
Sl. No. |
Date of the meeting | Present throughout the meeting | Percentage of attendance |
| 01. | 09.07.2024 | Mr. Shinto Stanly | 75% |
| Ms. Umadevi Anilkumar | |||
| Mr. Saseendran V. |
iv. Corporate Social Responsibility Committee i) Description & Terms of reference
TThe Company has constituted and maintained competent and qualified Corporate Social Responsibility (hereinafter also referred to as "CSR") Committee by complying the provisions of section 135 of the Act and amendments made thereunder. The functions of the CSR Committee include the following:
• Prepare a detailed CSR Action Plan, delineating the CSR activites to be carried out during the upcoming financial years, including the budgets thereof, manner of execution, implementation schedules, modalities of utilization of funds and monitoring & reporting mechanism for the CSR activites and submit before the Board for approval on annual basis.
• Formulation and recommend to the Board, a CSR Policy which shall indicate the projects/activities to be undertaken by the Company in areas or subject, as specified in Schedule VII. ii) Composition
Corporate Social Responsibility Committee consists of following members:
Name & Designation |
Nature of directorship | Position in Committee |
Mr. Shinto Stanly |
Independent Director | Chairman |
Mr. Saseendran V. |
Independent Director | Member |
Mr. T.G. Babu |
Independent Director | Member |
Ms. Umadevi Anilkumar |
Non-Executive Director | Member |
iii) Changes during the year
Mr. Shinto Stanly has been appointed as the Member of the Committee with effect from May 29, 2024. Further he has been appointed as the Chairman of the committee with effect from August 14, 2024 and Mr. T. G. Babu has been redesignated as a Member of the Committee, from his previous position as Chairman of the Committee. iv) Meetings & Attendance
During the year, the Corporate Social Responsibility Committee of the Company had convened 1 (one) meeting, details of the same as mentioned below.
Sl. No. |
Date of the meeting | Present throughout the meeting | Percentage of attendance |
| 01. | 09.07.2024 | Mr. Shinto Stanly | 75% |
| Ms. Umadevi Anilkumar | |||
| Mr. Saseendran V. |
v. Debenture and Bond Committee i) Description & Terms of reference
The Company has constituted and maintained competant and qualified Debenture & Bond Committee by considering the provisions of the Companies Act, 2013 and amendments made thereunder. The functions of the Debenture & Bond Committee include the following:
• Processing, verifying and approving of Debenture, Bond or other debt instrument applications, offer letters, record of offers and such other related documents.
• Approval of issue and allotment of Secured Redeemable Non-Convertible Debentures, Bonds or Unsecured Redeemable Non-Convertible Debentures or such other debt instruments on private placement basis.
• Valuation of undertakings or assets of the Company , wherever it is necessary.
• Such other matters envisaged in the applicable provisions of the Companies Act, 2013 and rules made thereunder. ii) Composition
The members of the Committee during the year under report are as follows:
Name & Designation |
Nature of directorship | Position in Committee |
Mr. Shinto Stanly |
Independent Director | Chairman |
| Mr. K. G. Anilkumar | Managing Director | Member |
Ms. Umadevi Anilkumar |
Non-Executive Director | Member |
Mr. T. G. Babu |
Independent Director | Member |
iii) Changes during the year
Mr. Shinto Stanly has been appointed as the Member of the Committee with effect from May 29, 2024. Further he has been appointed as the Chairman of the committee with effect from August 14, 2024 and Mr. T. G. Babu has been redesignated as a Member of the Committee, from his previous position as Chairman of the Committee. iv) Meetings & Attendance
During the year, the Debenture & Bond Committee of the Company had convened 4 (four) meetings, details of the same are as mentioned below:
SI. Date of the Present throughout Percentage No. meeting the meeting of attendance
1. 09.07.2024 Mr. Shinto Stanly 75% Mr. K. G. Anilkumar Ms. Umadevi Anilkumar
2. 20.11.2024 Mr. T. G. Babu 50% Mr. Shinto Stanly
3. 08.01.2025 Mr. T. G. Babu 100% Mr. K. G. Anilkumar Ms. Umadevi Anilkumar Mr. Shinto Stanly
4. 15.03.2025 Mr. T. G. Babu 100% Mr. K. G. Anilkumar Ms. Umadevi Anilkumar Mr. Shinto Stanly
vi. Risk Management Committee
i) Description & Terms of reference
The Company has constituted and maintained competent and qualified Risk Management Committee by complying the provisions of the Companies Act, 2013, directions under Master Direction – Reserve Bank of India (Non- Banking Financial Company – Scale Based Regulation) Directions, 2023 and ammendments made thereunder.
The Committee reviews the Risk Management Policy,
document and improve risk mamagement practices, ensure appropriate/adequate reporting to the Board, manage the integrated risk, review the functioning of the Risk Management Department and any other matter as the Committee may deem fit. The Committee is involved in the process of identification, measurement, monitoring and mitigation of the various risks faced by the Company.
ii) Composition
The members of the Risk Management Committee during the year under report are as follows:
Name & Designation |
Nature of directorship | Position in Committee |
| Mr. Shinto Stanly | Independent Director | Chairman |
| Mr. K.G. Anilkumar | Managing Director | Member |
| Mr. Saseendran V. | Independent Director | Member |
| Mr. T. G. Babu | Independent Director | Member |
iii) Changes during the year
Mr. Shinto Stanly has been appointed as the Member of the Committee with effect from May 29, 2024. Further he has been appointed as the Chairman of the committee with effect from August 14, 2024 and Mr. T. G. Babu has been redesignated as a Member of the Committee, from his previous position as Chairman of the Committee. iv) Meetings & Attendance
During the year, Risk Management Committee of the Company had convened 1 (one) meeting, details of the same are as mentioned below:
SI. No. |
Date of the meeting | Present throughout the meeting | Percentage of attendance |
| 01. | 09.07.2024 | Mr. Shinto Stanly | 75% |
| Mr. K.G. Anilkumar | |||
| Mr. Saseendran V. |
vii. Asset-Liability Management Committee i) Description & Terms of reference
The Company has compiled Asset-Liability Management Committee in line with provisions of Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023. The Committee ensures the adherence to the risk tolerance/limits set by the Risk Management Committee as well as implanting the risk management strategy, policies and procedures of the Company and will support the Risk Management Committee to establish a framework for the Companys risk management process and implementation. ii) Composition
The members of the Asset Liability Management Committee during the year under report are as follows:
Name & Designation |
Nature of directorship | Position in Committee |
| Mr. K.G. Anilkumar | Managing Director | Chairman |
Ms. Umadevi Anilkumar |
Non-Executive Director | Member |
Mr. T.G. Babu |
Independent Director | Member |
• In addition to the above, persons holding the positions of the Finance Manager & Accounts Manager from time to time shall be the permanent members of the Committee. iii) Meetings & Attendance
During the year, the Asset Liability Management Committee of the Company had convened 1 (one) meeting, details of the same are as mentioned below:
SI. No. |
Date of the meeting | Present throughout the meeting | Percentage of attendance |
| 01. | 09.07.2024 | Mr. K.G. Anilkumar | 100% |
| Ms. Umadevi Anilkumar | |||
| Mr. T.G. Babu | |||
| Ms. Nikitha Binoy | |||
| Mr. Sunil |
viii. Branch Authorisation Committee i) Description & Terms of reference
The Company has constituted Branch Authorisation Committee by complying the provisions of the Companies Act, 2013 and amedments made thereunder with powers to open new branches on PAN India basis, close, merge or shift the existing branches etc. and with ample powers for opening/closure of bank account/changes in signatories of bank accounts of all branches of the Company. ii) Composition
The members of the Branch Authorisation Committee during the year under report are as follows:
Name & Designation |
Nature of directorship | Position in Committee |
Mr. Saseendran V. |
Independent Director | Chairman |
| Mr. K.G. Anilkumar | Managing Director | Member |
Ms. Umadevi Anilkumar |
Non-Executive Director | Member |
iii) Meetings & Attendance
During the year, the Branch Authorisation Committee of the Company had convened only 1 (One) meeting, details of the same as mentioned below:
SI. No. |
Date of the meeting | Present throughout the meeting | Percentage of attendance |
| 01. | 09.07.2024 | Mr. Saseendran V. | 100% |
| Mr. K. G. Anilkumar | |||
| Ms. Umadevi Anilkumar |
ix. Internal Complaints Committee i) Description & Terms of reference
The Company has constituted and maintained competant and qualified Internal Complaints Committee by considering the provisions of the Sexual Harrasment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and amendments made thereunder. The functions of the Internal Complaints Committee include the following:
• Supervising the development and implementation of this policy, including the work of the Nodal Officer and Investigation Team, if any.
• Receive reports from the Nodal Officer concerning the conciliation, inquiry and resolution of complaints made pursuant to this policy on a quarterly basis.
• Responsibility for co-ordinating the conciliation and inquiry of any serious sexual harassment complaints concerning alleged violation of any laws, rules or regulations those apply to the Company.
• Ensure all employees are encouraged to reinforce the maintenance of a work environment free from sexual harassment.
• Organise workshops and awareness programmes at regular intervals for sensiting the employees with the provisions of the said Act and orientation programmes for the members of the Committee on periodical basis.
• Sign and submit copies of the reports of the investigations and such other supporting documents with any judicial, quasi judicial, regulatory, other government department or anyone concerned or interested in the matter signed by the Chairman of the Committee, whenever and wherever required ii) Composition
The members of the Internal Complaints Committee during the year under report are as follows:
Name & Designation |
Nature of directorship/ designation | Position in Committee |
Ms. Rajashree Ajith |
Whole-time Director of Holding Company | Chairperson |
Mr. Lijesh K |
Assistant Company Secretary | Member |
Mr. Savio V Simon |
Assistant Company Secretary | Member |
Ms. Chinju C Chummar |
Accounts Executive | Member |
| Adv. Usha A | External Member | Member |
Ms. Ambika P |
Senior Branch Manager | Member |
| Ms. Sasirekha S | Branch Head | Member |
iii) Changes during the year
During the year the committee was reconstituted with effect from March 07, 2025 by introducing new members to the committee. iv) Meetings & Attendance
During the year, the Internal Compliants Committee of the Company had convened 3 (Three) meeting, details of the same are as mentioned below:
SI. No. |
Date of the meeting | Present throughout the meeting |
Percentage of attendance | |
| 1. | 09.07.2024 | Ms. Umadevi Anilkumar |
100% | |
Mr. Sam S. Maliakal |
||||
Adv. Sandhya Pran |
||||
Ms. Nikitha Binoy |
||||
| 2. | 16.07.2024 | Ms. Umadevi Anilkumar |
50% | |
Adv. Sandhya Pran |
||||
| 3. | 28.03.2025 | Ms. Rajashree Ajith | 71% |
|
| Ms.Usha A Ms.Chinju | ||||
| Chummar C Mr.Lijesh.k | ||||
| Mr.Savio V Samion | ||||
x. IT Strategy Committee i) Description & Terms of reference
The Company has constituted and maintained competent and qualified IT Strategy Committee by complying the provisions of the Companies Act, 2013, Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 and amendments made thereunder. The functions of the IT Strategy Committee include the following:
• Approving IT Strategy and Policy documents, implementation of process and practices, ensuring proper balance of IT investments for sustaining the Companys growth and identifying the potential risks and control of the Company.
• Develop internal framework, guidelines, plans of action and specimen formats supporting the implementation of IT policy by providing the best corporate practices and submit with the Board on annual basis for approval.
• Communicating significant IT risks to the Risk Management on periodic basis.
• Recommendation of a senior official in hierarchy of the Company , who possess adequate professional qualification and experience in the area of IT framework to the position of Chief Information Officer of the Company along with terms and conditions including a fixed tenure with the Board of Directors of the Company.
• Provide necessary directons to the Steering Committee from time to time to ensure orderly and efficient execution of the IT risk management measures in accordance with this Policy. ii) Composition
The members of the IT Strategy Committee during the year under report are as follows:
Name & Designation |
Nature of directorship/ designation | Position in Committee |
| Mr. Shinto Stanly | Independent Director | Chairman |
Ms. Umadevi Anilkumar |
Non-Executive Director | Member |
| Mr. Saseendran V. | Independent Director | Member |
| Mr. T. G. Babu | Independent Director | Member |
• In addition to the above, persons holding the positions of the Finance Manager, Accounts Manager and Information Technology Manager from time to time shall be the permanent members of the Committee. iii) Changes during the year
Mr. Shinto Stanly has been appointed as the Member of the Committee with effect from May 29, 2024. Further he has been appointed as the Chairman of the committee with effect from August 14, 2024 and Mr. T. G. Babu has been redesignated as a Member of the Committee, from his previous position as Chairman of the Committee. iv) Meetings & Attendance
During the year, the IT Strategy Committee of the Company had convened 1 (one) meeting, details of the same are as mentioned below:
SI. No. |
Date of the meeting | Present throughout the meeting | Percentage of attendance |
1. |
09.07.2024 | Ms. Umadevi Anilkumar | 86% |
| Mr. Saseendran V. | |||
| Mr. Shinto Stanly | |||
| Mr. Sunil | |||
| Mr. Abhinand | |||
| Ms. Nikitha Binoy |
xi. IT Steering Committee i) Description & Terms of reference
The Company has constituted and maintained competent and qualified IT Steering Committee by complying the provisions of the Companies Act, 2013, Master Direction – Reserve Bank of India (Non-Banking Financial Company – Scale Based Regulation) Directions, 2023 and amendments made thereunder. The functions of the IT Steering Committee include the following:
• To provide oversight and monitoring of the progress of the project, including deliverables to be realized at each phase of the project and milestones to be reached according to the project timetable.
• Assist IT Strategy Committee in organizing IT training, awareness and orientation programmes at regular intervals for sensitizing the members of the Board and all Committees and employees at all levels with the IT framework of the Company.
• Formulate teams like operational staff, staff from Information System, Technology Support, Systems Development, network and Operations Services, Voice Communications, Key Business Units etc. for effective implememntation of IT Policy.
• Support IT Strategy Committee to establish a framework for the Companys risk management process and implementation.
• Assist IT Strategy Committee in maintaining a culture of co-operation and openess between the Board of Directors, management, Statutory Auditors, Internal Auditors, System Auditors etc. ii) Composition
The members of IT Steering Committee during the year under report are as follows:
Name & Designation |
Nature of directorship/ designation | Position in Committee |
| Mr. K. G. Anilkumar | Managing Director | Chairman |
Ms. Umadevi Anilkumar |
Non-Executive Director | Member |
In addition to the above, persons holding the positions of the Finance Manager, Accounts Manager, Information Technology Manager, Human Resource Manager and Operations Manager from time to time shall be the permanent members of the Committee. iii) Meetings & Attendance
During the year, the IT Steering Committee of the Company had convened 1 (one) meetings, details of the same are as mentioned below:
SI. No. |
Date of the meeting | Present throughout the meeting | Percentage of attendance |
| 1. | 09.07.2024 | Mr. K.G. Anilkumar | 83% |
| Ms. Umadevi Anilkumar | |||
| Ms. Nikitha Binoy | |||
| Mr. Abhinand | |||
| Mr. Sunil |
* Position of Operations Manager was vacant during the year under report. xii. Meeting of Independent Directors
During the year, the Independent Directors of the Company had convened 1 (one) meeting, without presence of the Executive Director(s) and the Non-Executive Non-Independent Directors, details of the same are as mentioned below:
SI. No. |
Date of the meeting | Present throughout the meeting | Percentage of attendance |
| 1. | 09.07.2024 | Mr. Saseendran V. | 75% |
| Mr. A. A. Balan | |||
| Mr. Shinto Stanly |
g) Policy on appointment of Directors and remuneration
Pursuant to the provisions of section 134(3)(e), salient features of the Companys policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under section 178(3) is annexed as ‘Annexure 2.
Nomination and Remuneration Committee Policy of the Company may be accessed on the Companys website at:
https://www.salemerode.com/downloads/policies/ Nomination%20and%20Remuneration%20Policy.pdf
h) Board evaluation
Your Board has in place a well-defined performance evaluation framework for evaluating the performance of the Board, its Committees and of individual Directors, inter-alia, includes factors like participation at Board/Committee meetings, managing relationship with fellow Board Members, knowledge andskill,personalattributeslikeethicsandintegrity,independent judgment with regard to corporate strategy, performance, risk management, corporate governance implementation and knowledge about the Company and external environment in which it operates, confidentiality level, adherence to the applicable code of conduct for Directors etc. The questionnaires and self assessment sheets used for performance evaluation, which were further reviewed and improvised during financial year are comprehensive for evaluation.
i) Corporate Social Responsibility initiatives
The CSR Policy of the Company has been developed in accordance with section 135 of the Companies Act, 2013 and Schedule VII of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and such other applicable rules, regulations and amendments made thereunder. The CSR Policy includes guiding principles for carrying out the CSR activities in accordance with the provisions contained in Act and for ensuring CSR activities are conducted in all respects according to ethical, professional & legal standards and enhancing social value of the Company. The CSR Policy of the Company outlines composition of CSR Committee, role and responsibilities of the CSR Committee, role and responsibilities of CSR Compliance Officer, CSR budget, designing & selection of CSR activities, implementation, evaluation, reporting etc.
The Company had no mandatory requirement to contribute CSR fund during financial year 2024-25.
The annual report on CSR activity which is enclosed herewith as ‘Annexure 3.
As reported by the CSR Committee, the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and policy of the Company. Corporate Social Responsibility policy of the Company can be accessed on the Companys website at:
https://www.salemerode.com/downloads/policies/ Corporate%20Social%20Responsibility%20Policy.pdf
j) Directors Responsibility Statement
Pursuant to the requirements under section 134 (3) (c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed: a. that in the preparation of the annual accounts, the applicable accounting standards had been followed along with the proper explanation relating to material departures;
b. that the Directors had 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 loss of the Company for that period;
c. that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. that the Directors had prepared the annual accounts for the year ended March 31, 2025 on a going concern basis;
e. that the Directors have laid down internal financial controls for the Company and such internal financial controls are adequate and were operating effectively; and
f. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
k) Internal Financial Control
The Company has in place adequate internal controls with reference to financial statements and operations, which is commensurate with the size and nature of its business. The internal control system is supported by an internal audit department which conducts regular internal audits.
Your Board had appointed M/s. Saji Mathew and Associates, Chartered Accountants, Kochi as the Internal Auditors of the Company. The scope of work includes review of processes for safeguarding the assets of the Company , review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. During the year under review, internal controls were evaluated and no significant weakness were identified either in the design or operation of the control.
l) Details in respect of frauds reported by auditors under sub-section (12) of section 143 other than those which are reportable to the Central Government.
During the year under review, there were no cases of frauds reported by the auditor(s) either to the Board of Directors or to the Audit Committee of the Company under sub-section (12) of Section 143. Further, no report under sub-section (12) of section 143 of the Companies Act has been filed by the
Statutory Auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government;
m) Details relating to Deposits covered under Chapter V of the Companies Act, 2013
Your Company has not accepted any Deposits from Public within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under review. The disclosure on details of deposits for the year under review are as follows:
(a) Accepted during the year – Nil
(b) Remained unpaid or unclaimed as at the end of the year- Nil
(c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-
i. At the beginning of the year - Nil ii. Maximum during the year - Nil iii. At the end of the year - Nil
(d) Details of deposits which are not in compliance with the requirement of the Chapter V of the Act - Nil.
XI. Details of subsidiary/joint ventures/ associate Companies
No Company became or ceased to be Subsidiary or Joint Venture or Associate of the Company during the year and till the date of the report. ICL Fincorp Limited, holding 75% of the equity shares continues to be the Holding Company.
XII. Loans, guarantees or investments of the Company
The Company extended various loans to its holding Company , ICL Fincorp Limited in previous financial years. However, during the Financial Year 2024-25 the loan amounts were fully repaid by the Holding Company.
As on March 31, 2025 the Company has not given any loans or guarantee or provided security in connection with loan to any other body corporate or any person in respect of loan availed by them as per the provisions of section 186 of the Companies Act, 2013.
XIII. Particulars of contracts or arrangements with related parties
Contracts/ arrangements/ transactions entered by the Company during the financial year 2024-25 with related parties under Section 188 of the Act were in ordinary course of business and on arms length basis. The particulars of contracts/ arrangements with related parties under Section 188 in Form AOC-2 is annexed with this report as "Annexure 4".
XIV. Particulars regarding conservation of energy, technology absorption and foreign exchange earnings & outflow
The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo as required to be disclosed under section134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (accounts) Rules, 2014, is disclosed in "Annexure 5" as attached with this report
XV. Dematerialisation of Shares
As on March 31, 2025, a total of 1,07,50,986 equity shares are held by the shareholders are in Demat form.
XVI. Fair Practice Code
The Company has in place a Fair Practices Code ("FPC") as approved by the Board, in compliance with the guidelines issued by RBI, to ensure better service and provide necessary information to customers enabling them to take
informed decisions. The FPC is available on the website of the Company at https://www.salemerode.com/
XVII. Risk Management Policy
The Company has internal Risk Management Policy wherein all material risks faced by the Company are managed by competent personnel and the same is reviewed by Risk Management Committee on a periodic basis. The Company is generally exposed to the following types of risks. a) Strategic Risks (External Risks)
Strategic Risks are potential business threats arising from events and trends that can adversely impact the Companys strategic growth trajectory and destroy shareholder value. Strategic risks includes the following:
a. Political/Government related Risks b. Competition Risk c. Reputational Risk d. Force Majeure e. Legal Risk f. Regulatory & Compliance Risk g. Credit Rates Risk
b) Operating Risks (Internal Risks)
Operating risk is the level of uncertainty associated with the core operations of a business. Operating risks includes the following: a. Liquidity Risk b. Currency Risk c. Interest Rate risk d. Credit Risk e. Employee Risk f. Information Technology Risk g. Fraud Risk
The Risk Management Committee will periodically review these various risks faced by the Company and will advise the Board on risk mitigation plans on such risks. To cut it short, the risks and the mitigation plans are explained briefly as follows:
Political/Government related risks
This includes changes in the government policies or any socio-political contingencies which may adversely affect the business of the Company.
Mitigation Plan: Reviewing and monitoring the changes in rules and regulations in relation to NBFCs by the Government will help the Company to oversee the consequences and act accordingly to a certain extend.
Competition Risks
Major competitions faced by the Company are from other NBFCs, different types of banking Companies including public sector/private sector banks, Co-operative banks, foreign banks, India Post, local money lenders and other unauthorized financiers.
Mitigation Plan: Your Company is having a good internal quality check mechanism to keep a close watch on competitors strengths, weaknesses, competition dynamics etc. and focus on the awareness campaigns as per the directions of Reserve Bank of India among its employees, stakeholders etc. The marketing department will concentrate on these areas and ensure that these competitions do not affect the smooth functioning of the Company.
Reputational Risks
Damage to the trust and confidence of the stakeholders that may materially and adversely affect the business, future financial performance and results of operations of the Company constitute reputational risks of the Company.
Mitigation Plan: Ensures accuracy in its documents published through Website, Regulatory Bodies and Social media and keeping prompt compliance with regulatory directives and other laws both in letter and spirit.
Force Majeure
This includes any pandemic outbreak in the society as well as within the Companys premises that adversely affect the financial position as well as the operating results of the Company.
Mitigation Plan: Your Company developed a disaster management plan with delegation of responsibility and set up Nodal Disaster Management Committee to prevent any such loss.
Legal, Regulatory and Compliance Risk
Being a NBFC, the Company has to follow various acts and any non-compliance in relation to the above areas will lead to huge penalty and loss of reputation for the Company.
Mitigation Plan: Your Company retained well-structured professionals including Chartered Accountants, Company Secretaries, Cost Accountants, Advocates, high profile retired hands etc. to ensure all the compliances are being done in a fair and timely manner.
Credit Rates Risks
Any, downgrade of credit ratings would increase borrowing costs and constrain access to debt and bank lending markets and thus, would adversely affect business.
Mitigation Plan: Oversee the factors determining the credit ratings of the Company will prevent downgrading of credit ratings.
Liquidity Risks
This includes financial risk due to uncertain liquidity. Liquidity Risk management in NBFCs are defined as the risk of being unable either to meet their obligations to depositors or unable to invest to meet unacceptable costs or losses occurred.
Mitigation Plan: Your Company is having a reliable Management Information System to provide timely and forward-looking information on the liquidity position of the Company and report to the Asset Liability Management Committee, both under normal and stress situations.
Interest Rate Risk
Interest rate risk is the risk where changes in market interest rates might adversely affect the Companys financial condition.
Mitigation Plan: Your Company estimates the behavioral pattern of various components of assets and liabilities on the basis of past data/empirical studies to classify assets and liabilities in the appropriate time buckets.
Credit Risk
Credit Risk is one of the major inevitable financial risks charged with every NBFC. It may be defined as the potential that a borrower or counter party will fail to meet their obligations in accordance with agreed terms.
Mitigation Plan: Well structed customer verification, recovery management etc. will support reduction of credit risks of the Company.
Employee Risk
The Company rely significantly on the performance of Board of Directors, Key Managerial Personnel and Top Level Management. Loss of any member from the said category may adversely affect business and results of operation. Identifying potential and caliber candidatures in right position of the Company and maintain them for future is another employee related risk.
Mitigation Plan: Equal opportunity in terms of position & remuneration, continuous training and development programs etc. will prevent the employee turnover of the Company.
Fraud Risk
Fraudulent risks arises from different types of frauds involving Directors, employees of the Company , employees of subsidiary or Group Companies, security holders, other agencies deployed for the Companys activities, whether working from any of the Companys offices or any other location, contractors, vendors, suppliers or agencies.
Mitigation Plan: Security arrangements both physical & electronic form and periodically check of all areas of operations through gold audit, internal audit etc. will help the Company to reduce the fraudulent risks.
In the opinion of the Board there are no risks which may threaten the existence of the Company.
XVIII. Vigil Mechanism and Whistle Blower Policy
The Company has established a vigil mechanism to promote ethical behavior in all its business activities and has in place a mechanism for employees to report any genuine grievances, illegal, unethical behaviors, suspected fraud, violation of laws, rules and regulation or conduct to the Whistle Blower Officer or Audit Committee or the Board of Directors of the Company. The policy also provides for adequate protection to the whistle blower against victimization or discriminatory practices. Further, vigil mechanism ensures direct access to the higher levels of supervisors and/or to the Chairman of the Audit Committee, in appropriate or exceptional cases. The details of the Whistle Blower Policy are available on the website of the Company at www.salemerode.com.
XIX. Significant and material orders passed by the regulators/courts
During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.
XX. Statutory Auditors
The members of the Company vide. 93rd Annual General Meeting held on 28th day of September, 2024 has appointed M/s. Mohandas & Associates, Firm Registration No. 02116S, Chartered Accountants, 3rd Floor, Sree Residency, Press Club Road, Thrissur, Kerala - 680001 as the Statutory Auditors of the Company for 5 (five) consecutive financial years commencing from 2024-25 to 2028-29. M/s. Mohandas & Associates has fulfilled the conditions specified in the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 for the continuing the office of statutory auditors of the Company until the conclusion of 98th Annual General Meeting.
XXI. Comments by the Board on qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors
The Statutory Auditor has not made any qualification, reservation or adverse remark or disclaimer in the audit report for the financial year 2024-25.
XXII. Secretarial Auditor
Your Board has appointed Mr. Yacob P.O., Practising Company Secretary having office at 02nd Floor, Kalarikkal Building, Karingachira, Tripunithura, Kerala – 682301 as the Secretarial Auditor of the Company. The Secretarial Audit Report in form MR 3 is enclosed as ‘Annexure 6 forms part of this report.
XXIII. Comments by the Board on qualification, reservation or adverse remark or disclaimer made by the Secretarial Auditor
The Secretarial Auditor has not made any qualification, reservation or adverse remark or disclaimer in the audit report for the financial year 2024-25.
XXIV. Compliance with Secretarial Standards
The Company has complied with all the provisions stipulated under Secretarial Standards issued by the Institute of Company Secretaries of India.
XXV. Failure to implement any corporate action
The Company has completed corporate actions with respect to issue of Non-Convertible Debentures on time. Other than the said Non-Convertible Debentures, there was no other corporate actions like buy back of securities, payment of dividend declared, mergers and de-mergers, delisting, split and issue of any other securities occurred during the year under report.
XXVI. Extract of Annual Return
The Annual Return in form MGT-7 as per section 134(3)(a) & section 92(3) of the Companies Act, 2013, read with rule 12 of Companies (Management & Administration) Rules, 2014 is available on the website of the Company at https:// www.salemerode.com
XXVII. Disclosure under Sexual Harassment of Women at the Work Place (Prevention, Prohibition and Redressal) Act, 2013
The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the provisions of Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee has not received any complaints of sexual harassment during the year under report. Detailed statement regarding the same is tabled below:
01. |
Number of complaints of sexual harassment pending at the beginning of the financial year 2024-25 |
Nil |
02. |
Number of complaints of sexual harassment received during the financial Year 2024-25 |
1 |
03. |
Number of complaints disposed off during the financial year 2024-25 |
1 |
04. |
Number of complaints pending as on the end of the financial year 2024-25 |
Nil |
05 |
Number of complaints pending for more than 90 days |
Nil |
XXVIII. Compliance with NBFC regulations
Your Company has complied and continues to comply with all the regulatory requirements applicable to Non- Banking Financial Institutions as per Reserve Bank of Indias guidelines pertaining to Non-Performing Assets, Know Your Customer, Loan to Value, Fair Practices Code, Capital Adequacy, Leverage Ratios etc. However, due to delay in finalization of financial statements of all Companies falls under common promoter group, the Company was unable to complete filings or compliances as stipulated under Scale Based Regulations 2023 - Non-Banking Financial Company within stipulated time. The Company has taken sufficient measures to comply the same on war footing basis.
XXIX. Particulars of employees
The Company does not have any employee whose remuneration exceeding the limits prescribed under section 197 (12) of the Companies Act, 2013 read with rule
5 (2) of the Companys (Appointment and Remuneration of Managerial Personnel Rules), 2014. Further details are given in ‘Annexure 7 forming part of the Board Report.
XXX. Pecuniary relationship or transactions with the non-executive directors and Criteria of making payments to non-executive directors
Please refer Note Number 36 of the financial statements for all transactions with Directors and their related parties. Further, there is no payment other than sitting fees paid to non-executive directors. Sitting fees are approved by the Board separately for Board and committee meetings
XXXI. Remuneration received by Managing/ Whole time Director from holding or subsidiary Company
The Managing Director of the Company is also the Managing Director of ICL Fincorp Limited, Holding Company and has received a remuneration of Rs 22,580.64 thousand from holding Company and Rs 57 thousand as sitting fees for attending Board Meetings of the Holding Company during the financial year 2024-25.
XXXII. Other matters
a) Statement of deviation or variation
The Company has utilized the funds raised by way of issue of Unlisted Redeemable Secured Non-Convertible Debentures for the purpose as mentioned in the private placement offers.
b) Corporate Governance
Pursuant to regulation 15 of Chapter IV of Listing Regulations Corporate Governance compliances as specified in regulation 17 to regulation 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D, and E of Schedule V is not applicable to the Company and a declaration in this effect is submitted with the stock exchange at regular intervals. However, your Board ensure good corporate governance in the Company.
c) Details of auctions
There was no public autions of gold pledged with the Company occurred during the year under report.
d) Capital adequacy ratio
The Company maintain Capital Adequacy Ratio ("CRAR") well above the statutory requirement and achieved a CRAR of 63.97% in financial year 2024-25 compared to 49.04% in the previous financial year. The CRAR for tier I assets stood at 63.96% in financial year 2024-25 compared to 49.04% in the previous financial year. The CRAR for tier II assets stood at 0.01% in financial year 2024-25 compared to 0.00% in previous financial year.
e) Listing
Equity Shares of your Company are listed only on BSE Limited. Your Company has paid applicable listing fees to stock exchange.
f) Grievance redressal
The Company has designated Mr. Anoop K. P. as Customer Grievances Redressal Officer. The communication details for reporting grievances is as follows:
Mr. Anoop KP
Grievence Redressal Officer Salem Erode Investments Limited Main Road, Irinjalakuda - 680121
Ph No.0480 2828071, E-mail id: grievanceredressal@ salemerode.com
The Company has designated Mr. Sam S. Maliakal, Human Resources Manager as Employee Grievances Redressal Officer. The communication details for reporting grievances is as follows:
Mr. Sam S. Maliakal, Human Resource Manager, Salem Erode Investments Limited Main Road, Irinjalakuda - 680121
Phn No. 0480 2828071, Mail id: hrm@iclfincorp.com
XXXIII. Other Disclosures
a) The Consolidated Financial Statements will be presented by ICL Fincorp Limited, Holding Company.
b) The Company has taken sufficient measures to maintain good and well-structured stakeholder relationship, customer relationship, environment, sustainability and health and safety and various Committees were constituted and maintained to monitor the same.
c) The Company has convened its Annual General Meeting within stipulated time as specified under the Companies Act, 2013.
d) The cost records required to be maintained by the Companies pursuant to an order of the Central Government is not applicable to the Company.
e) General Disclosures
i. The Company has not issued any equity shares or preference shares or any other securities which carry a right or option to convert such securities into shares;
ii. There was no issue of equity shares with differential rights as to dividend, voting or otherwise; iii. There was no issue of sweat equity shares to Directors or employees of the Company under any scheme;
iv. There was no raising of funds/issue of shares through preferential allotment, rights issue or qualified institutional placement;
v. There was no options in respect of Employee Stock Options Scheme(s) granted, lapsed, excercised etc;
vi. There was no shares held in trust for the benefit of employees;
vii. The Company has not issued any warrants during the year;
viii. There were no voting rights which are not directly exercised by the employees in respect of equity shares for the subscription/purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act);
ix. There was no suspension of trading of securities of the Company ;
x. There was no revision made in financial statements or the Boards Report of the Company in respect of any of the three preceding financial years;
xi. There was no change in financial year;
xii. There was no major capital expenditure programmes carried out during the year.
xiii. There was no activities carried out in relation to acquisition, merger, expansion, modernization and diversification; xiv. There was no activities carried out in relation to developments, acquisition and assignment of material Intellectual Property Rights;
xv. The Company has not inducted any strategic and financial partners during the year;
xvi. The Company has not delisted its equity shares, during the year or till the date of the report;
xvii. The Company has not reclassified or sub-divided the Authorised Share Capital;
xviii. There was no reduction of share capital or buy back of shares occurred during the year;
xix. There was no change in the capital structure resulting from restructuring; and
xx. There was no change in voting rights of shareholders of the Company.
xxi. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year - Nil.
xxii. The Company is complied with the provisions relating to the Maternity Benefits Act, 1961.
XXXIV. Acknowledgement
The Board wishes to place on record its sincere appreciation to the Companys Customers, Central and State Government Bodies, Auditors, Legal Advisors, Consultants, Registrar and Bankers for their continued support to the Company during the year under report. The Board also expresses its sincere gratitude to the members, other security holders and employees of the Company for their continued trust, co-operation and support.
| By order of Board of Directors, | ||
For Salem Erode Investments Limited |
||
| Sd/- | Sd/- | |
| K. G. Anilkumar | Umadevi Anilkumar | |
| Place: Irinjalakuda | Managing Director | Director |
| Date: 02.09.2025 | (DIN: 00766739) | (DIN: 06434467) |
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