To
The Members,
Your Directors take pleasure in presenting the 30th Directors Report
together with theAudited Financial Statements of the company for the financial year ended
31st March, 2022.
1. FINANCIAL RESULTS
The highlights of the financial statement of your Company for the year ended 31st
March, 2022 along with the previous years figures are given as under:
| Particulars |
31st March, 2022 |
31st March, 2021 |
|
(Amount in Rs.) |
(Amount in Rs.) |
| Profit before depreciation and taxation |
3,36,57,356 |
3,02,57,130 |
| Less: Depreciation |
3,47,408 |
3,47,408 |
| Provision for Tax |
|
|
| a) Current Tax |
74,29,273 |
72,00,000 |
| b) Deferred Tax |
(27,400) |
(2,22,57,644) |
| c) prior period tax |
- |
- |
| Profit after depreciation and taxation |
2,59, 08,075 |
4,49,67,366 |
The profit after tax for the financial year 2021-22 was Rs. 2,59,08,075 as compared to
Rs. 4,49,67,366 in the previous year, showing a decrease of 42.38%.
2. COVID-19
The operating environment this year continued to remain volatile and challenging. India
witnessed a devastating second wave of Covid-19 during the June quarter with a significant
humanitarian and economic impact. Economic recovery was further impacted by the third wave
of the Covid-19 pandemic and the Russian Invasion of Ukraine in the latter half of the
year. This has rendered companies and economies more vulnerable to interest rate
disruptions and inflation has emerged across several markets in the world.
As the pandemic prolonged another year, your company decided to turn more resilient and
approached with utmost optimism and continued our endeavors to fight waves of the COVID-19
pandemic, our priority remains the safety and well-being of our employees, and business
continuity for our customers.
3. DIVIDEND AND RESERVES
Considering the future requirements of the Company, your Board of Directors do not
recommend any dividend and have not transferred any amount to reserve for the financial
year ended 31st March, 2022.
4. TRANSFER TO IEPF
During the year under review the company did not transfer any sums to unpaid or
unclaimed dividend account of the Investor Education and Protection Fund (IEPF) Further,
Pursuant to the provisions of the Act, read with the IEPF Rules, the shares on which
dividends have not been claimed for seven consecutive years have to be transferred in
favor of IEPF authority. During the year under review, the company has not transferred
equity shares in the demat account of IEPF authority.
5. DIRECTORS & KEY MANAGERIAL PERSONNEL
a) Change in designation of Mr. Prasahesh Arya (DIN: 00006507) from Executive Director
to Non- Excutive Non Independent Director on the terms and conditions as approved by the
shareholders in their 29th Annual General Meeting held on 30th
September 2021 by passing special resolution.
b) Ms. Jyoti Rajshree (DIN: 09311715), was appointed as an Independent Director of the
Company for a term of five (5) years w.e.f. September 08, 2021 to September 07, 2026 which
was duly approved by the shareholders in their 29th Annual General Meeting held on 30th
September, 2021
c) Mr. Rajesh Goenka (DIN: 00298227), was appointed as a Whole-time Director & CFO
of the Company for a term of three (3) years w,e,f, September 08, 2021 to September 07,
2024 which was duly approved by the shareholders in their 29th Annual General Meeting held
on 30th September, 2021
d) In accordance with the provisions of the Companies Act, 2013 and based on the
recommendations of the nomination and remuneration committee of the Board, the Board of
Directors in its meeting held on 18th July, 2022 has approved the appointment
of Mr. Rajesh Ramnani (DIN: 00533679) as an Additional Director (Non-Executive,
Independent Director) of the Company with effect from 18th July, 2022 for a
period of five consecutive years subject to the shareholders approval at the ensuing
General Meeting of the Company. Detailed terms of appointment along with explanatory
statement and brief profile of director has been given in the Notice of AGM.
e) Further it is also informed that Mr. Harsh Priya Arya, the director of the Company
had tendered his resignation from the Non-Executive, Independent directorship of the
Company w.e.f. the closure of business hours of 18th July, 2022. The Board of
Directors of the Company noted his communication and appreciated the services rendered by
him during his tenure.
f) Mr. Prasahesh Arya (DIN: 00006507) will retire by rotation at the ensuing Annual
General Meeting and being eligible offers himself for re-appointment. The Board of
Directors recommend his re-appointment.
The Board is of the opinion that Mr. Prasahesh Arya possess the requisite knowledge,
skills, expertise and experience to contribute to the growth of the Company. Brief profile
of Directors proposed to be appointed/reappointed along with other details as required
under Regulation 36 of Listing Regulations are provided in the Notice of 30th Annual
General Meeting of the Company.
Kev Managerial Personnel
Ms. Suma Ashish Parikh resigned and ceased to be the Company Secretary & Compliance
Officer of the Company with effect from January 31, 2022 and in her place Ms. Kaira Dewani
has been appointed as the Company Secretary and Compliance officer of the Company w.e.f.
February 01, 2022.
Further, Mr. Rajesh Goenka has been appointed as a Whole-time Director & CFO of the
Company with effect from September 08, 2021.
6. DIRECTORS RESPONSIBILITY STATEMENT
Your Companys Directors make the following statement in terms of sub-section (5) of
Section 134 of the Act, which is to the best of their knowledge and belief and according
to the information and explanations obtained by them:
(a) In the preparation of the annual accounts for the year ended 31st March, 2022, the
applicable accounting standards read with requirements set out under Schedule III to the
Act, have been followed and there are no material departures from the same;
(b) Such accounting policies have been selected and applied consistently and judgments
and estimates are made which were reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at 31st March, 2022 and of the
profit or loss of the Company for the year ended on that date;
(c) Proper and sufficient care has been taken 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) The financial statements for the financial year ended 31st March, 2022
have been prepared on a going concern basis;
(e) Proper internal financial controls were in place and that such internal financial
controls were adequate and were operating effectively; and
(f) The systems to ensure compliance with the provisions of all applicable laws were in
place and that such systems were adequate and operating effectively.
7. INTERNAL FINANCIAL CONTROL
Though the various risks associated with the business cannot be eliminated completely,
all efforts are made to minimize the impact of such risks on the operations of the
Company. Necessary internal control systems are also put in place by the Company on
various activities across the board to ensure that business operations are directed
towards attaining the stated organizational objectives with optimum utilization of the
resources. The audit committee reviews reports submitted by the management and audit
reports submitted by internal auditors and statutory auditor. Suggestions for improvement
are considered and the audit committee follows up on corrective action. The audit
committee also meets the statutory auditors of the Company to ascertain, inter alia, their
views on the adequacy of internal control systems and keeps the board of directors
informed of its major- observations periodically. Based on its evaluation (as defined in
section 177 of Companies Act 2013), our audit committee has concluded that, as of March
31, 2022, our internal financial controls were adequate and operating effectively.
8. BOARD MEETINGS, COMMITTEES MEETINGS AND ANNUAL GENERAL MEETING
During the financial year 2021-2022, 6 (Six) Board meetings were held on the following
dates 07.06.2021, 28.06.2021, 12.08.2021, 08.09.2021, 13.11.2021 & 14.02.2022. The
details of meetings including dates of meetings indicating the number of meetings attended
by each director are given in the Corporate Governance Report. The particulars of meeting
of all Committees held during the financial year ended 31st March, 2022 are
also disclosed in the Corporate Governance Report. In reference to relaxation given by
Ministry of Corporate Affairs and SEBI, the intervening gap between two Board Meetings
were as per timelines stipulated in such relaxation.
The 29th Annual General Meeting (AGM) of the Company was held on 30th
September, 2021.
9. AUDITORS AND AUDITORS REPORT
i) Statutory Auditors
M/s AVP & Co., (Firm Registration No. 025193N), Chartered Accountants, New
Delhi were appointed as the Statutory Auditors of the Company at the Twenty Seventh (27th
) Annual General Meeting of the Company held on 30th September, 2019, for a
period of five years i.e. until the conclusion of the Thirty Second Annual General Meeting
of the Company.
The Auditors Report is self- explanatory and do not call for any further comments. The
Auditors Report does not contain any qualification, reservation or adverse remark.
Further, there were no frauds reported by the Statutory Auditors to the Audit Committee
or the Board under Section 143(12) of the Act.
ii) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act read with the rules made
thereunder, the Company has appointed Neeraj Arora (M. No. 10781 & CP No. 16186),
Company Secretaries in practice, as its Secretarial Auditors, to conduct the secretarial
audit of the Company, for the financial year 2021-22. The Report of Secretarial Auditors
for the FY 2021-22, is annexed as "Annexure II", forming part of this
Report. The Secretarial Audit Report does not contain any qualification, reservation or
adverse remark.
iii) Cost Records
The Company is not required to prepare and maintain cost records pursuant to Section
148(1) of the Companies Act, 2013.
10. SUBSIDIARY, ASSOCIATES COMPANIES & JOINT VENTURES
Name of Companies which have become or ceased to be its subsidiaries, Joint Venturesor
associate companies during the year: Not Applicable
11. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All Related Party Transactions entered during the year were in the ordinary course of
business and on arms length basis. Further, there were no materially significant related
party transactions that may have potential conflict of interests of the Company at large.
Prior Omnibus approval is obtained from the Audit Committee in its meeting held on
February 14, 2022 for the related party transactions which are foreseen and repetitive in
nature. A statement of all related party transactions are placed before the Audit
Committee on quarterly basis for review.
The Company has a policy on related party transactions which is available on the
Companys website at www.smccredits.com In terms of Section 134(3) (h) of the Act read
with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Form AOC
-2 is annexed in Annexure-I.
12. DISCLOSURES
a. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THE
COMPANIES ACT, 2013
The Company, being an NBFC registered with the RBI and engaged in the business of
giving loans in ordinary course of its business, is exempt from complying with the
provisions of section 186 of the Act with respect to loans and guarantees. Accordingly,
the disclosures of the loans given as required under the aforesaid section have not been
made in this Report.
Details of investments, if any, covered under the provisions of Section 186 of the Act
are given in the notes forming part of the financial statements.
b. RIGHT ISSUE
Members are hereby informed that the Board of Directors in its meeting held on August
08, 2022, has discussed and decided to issue 1,50,33,300 equity shares of face value of ^
10 each of our Company for cash at a price of ^ 10 per equity share aggregating to ^ 1,503
lakhs on a rights basis to the eligible equity shareholders of our company in the ratio of
3 (three) equity shares for every 2 (two) fully paid- up equity shares held by the
eligible equity on record date to be decided for this purpose, for an aggregate amount not
exceeding Rs. 15,03,33,000 (Rupees Fifteen Crores Three Lakhs and Thirty Three Thousand
only), subject to applicable regulatory and statutory provisions.
c. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
Information under Section 134(3)(m) of the Companies Act, 2013, read with rule 8(3) of
the Companies (Accounts) Rules, 2014 is given below:
A. Conservation of Energy
| Steps taken for Conservation of Energy |
The operations of the Company are not energy-intensive. However, wherever possible,
the Company endeavour to look for ways and means to achieve energy conservation in every
possible way |
| Steps taken for utilizing alternate sourcesof energy |
|
| Capital investment on energy conservation equipment |
|
B. Technology Absorption
| Efforts in brief made towards technology absorption |
The Company always follows a practice of upgrading equipment on an ongoing basis. |
| Benefits derived |
NIL |
| Expenditure incurred on Research and Development |
|
| Details of technology imported, if any |
|
| Year of import |
|
| Whether imported technology fully absorbed |
|
| Areas where absorption of imported technology has not taken place, if any |
|
C. Foreign Exchange Earnings and Outgo - NIL
d. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are form part of the Annual Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Act, the
Annual Report excluding the aforesaid information is being sent to the members of the
Company. The said information is available for inspection on all working days, during
business hours, at the Registered Office of the Company. Any member interested in
obtaining such information may write to the Company Secretary and the same will be
furnished on request.
e. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013.
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal
of complaints of sexual harassment at workplace. All women associates (permanent,
temporary, contractual and trainees) as well as any women visiting the Companys office
premises or women service providers are covered under this Policy. All employees are
treated with dignity with a view to maintain a work environment free of sexual harassment
whether physical, verbal or psychological.
The Company has also complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
Your Directors further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
f. COMMITTEES OF THE BOARD
The details of Board and its Committees, including number of Meetings are given in the
Corporate Governance Report..
g. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
During the year under review, there has been no change in the nature of the business of
the Company and no material changes have occurred and commitments made, affecting the
financial position of the Company during the year and between the end of the year till the
date of this report.
13. CORPORATE GOVERNANCE
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
detailed report on Corporate Governance is given separately and forms part of Annual
Report and the certificate obtained from Practicing Company Secretary confirming
compliance of the conditions of corporate governance is attached to the said report. As
per the new clause inserted in SEBI (Listing Obligations and Disclosure Requirements),
Regulations, 2015, the certificate from Company Secretary in practice also forms part of
Corporate Governance Report regarding none of the directors on the board of the company
have been debarred or disqualified from being appointed or continuing as directors of
companies by the Board/Ministry of Corporate Affairs or any such statutory authority. The
same is annexed to this report as Annexure IV.
14. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the SEBI (Listing Obligations and disclosure Requirements) Regulations,
2015 ("Listing Regulations"), the Management Discussion and Analysis Report is
given separately and forming part of the Annual Report as Annexure III.
15. PERFORMANCE EVALUATION
Pursuant to the applicable provisions of the Companies Act, 2013, SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and the Guidance Note on Board
Evaluation issued by the SEBI dated January 05, 2017, performance evaluation of the board,
its committees and individual directors has been duly done. The performance of the
individual directors was evaluated on parameters, such as meeting attendance,
participation and contribution, responsibility towards stakeholders and
independentjudgment.
The statement including the manner in which the evaluation exercise was conducted, the
observations of the Board and the proposed action to be taken based on the observation of
the Board is included in the Corporate Governance report forming part of this annual
report.
Further, the Committees were evaluated in terms of receipt of appropriate material for
agenda topics in advance with right information and insights to enable them to perform
their duties effectively, review of committee charter, updation to the Board on key
developments, major recommendations & action plans, stakeholder engagement, devoting
sufficient time & attention on its key focus areas with open, impartial &
meaningful participation and adequate deliberations before approving important
transactions & decisions.
The performance evaluation of the respective Committees and that of Independent and
NonIndependent Directors was done by the Board excluding the Director being evaluated.
16. NOMINATION & REMUNERATION POLICY
Pursuant to provisions of the Act and SEBI Regulations, the Nomination and Remuneration
Committee of your Board has already formulated a remuneration and Board Diversity Policy
for the appointment and determination of remuneration of the Directors, Key Managerial
Personnel (KMP), senior management and other employees of your Company and to ensure
diversity at the Board level. The NRC has also developed the criteria for determining the
qualifications, positive attributes and independence of Directors and for making payments
to Executive and Non-Executive Directors of the Company.
The NRC takes into consideration the best remuneration practices in the industry while
fixing appropriate remuneration packages and for administering the incentive plans.
The Board has maintained the Nomination & Remuneration Policy and is adhering to
it.
The policy for selection of Directors and determining Directors independence may be
accessed from Companys website at the link www.smccredits.com
(http://www.smccredits.com/details.aspx?cat=Policies) and may be accessed from
Companys website.
17. CORPORATE SOCIAL RESPONSIBILITY
Since the Company is not falling under any of the criteria provided under Section 135
of the Companies Act, 2013 and rules made thereunder. Hence, the provisions of Corporate
Social Responsibility are not applicable to the Company.
18. CHANGES IN SHARE CAPITAL
Members are hereby informed that the Board of Directors in its meeting held on June 29,
2022 has approved the Right Issue amounting to INR 15,03,33,000 and pursuant to said
corporate Action, it is required to increase the Authorised Share Capital of the Company.
The Board at its meeting held on August 17, 2022 has approved, subject to the members
approval in the ensuing Annual general Meeting, an increase in the authorized share
capital from the existing Rupees 11,00,00,000 (Eleven Crores) divided into 1,10,00,000
(one crore ten lakhs) Equity shares of Rs. 10/-each to Rupees 26,00,00,000 (Twenty-Six
Crores) divided into 2,60,00,000 (Two Crores Sixty Lakhs) Equity shares of Rs.10/- (Rupees
Ten Only) each and consequent amendment in the Memorandum of Association of the Company by
substitution of Clause V .
19. PREVENTION OF INSIDER TRADING
The Company has formulated the Code of Practice for Fair Disclosure of Un-Published
Price Sensitive Information and the Code of Conduct for regulating, monitoring and to
protect the interest of shareholders at large, prevent misuse of any unpublished price
sensitive information and prevent any insider trading activity by dealing in shares of the
Company by its Designated Persons and their immediate relatives in terms of the SEBI
(Prohibition of Insider Trading) Regulations, 2015, as amended from time to time
("Regulation"). The said Code is uploaded on the website of the Company. The
objective of the Code is to protect the interest of shareholders at large, to prevent
misuse of any unpublished price sensitive information and to prevent any insider trading
activity by dealing in shares of the Company by its Directors, Designated Persons, other
employees and their immediate relatives.
20. CODE OF CONDUCT
In compliance with Regulation 26(3) of Listing Regulations and the Companies Act, 2013,
the Company has framed and adopted Code of Conduct (the Code). The code is applicable
inter-alia to all Directors, Independent Directors and Senior Management of the Company.
The Code gives guidance and support needed for ethical conduct of business and compliance
of law. The code is available on the Companys website All the Board Members and the
Senior Management personnel have confirmed compliance with the Code as on 31st March,
2022. A declaration to this effect, signed by the Chairman in terms of Listing Regulations
form part of the Corporate Governance Report.
21. ANNUAL RETURN
In accordance with Section 92(3) of the Act, the annual return in Form No. MGT-7, is
available on the Companys website at www.smccredits.com.
22. SUSPENSION OF TRADING
In accordance with the schedule V of the Listing Regulations the trading in Equity
Shares of the Company has been suspended due to non-payment of listing fees and now the
suspension has been revocked w.e.f. 02 September, 2020.
23. COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Company is in Compliance with the Secretarial Standards on Meeting of the Board of
Directors (SS-1) and Secretarial Standards on General Meeting (SS-2) for the financialyear
ended March 31, 2022.
24. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company promotes ethical behavior in all its business activities and has put
inplace a vigil mechanism for Directors, Employee and other person dealing with the
Company for reporting illegal or unethical behavior, actual or suspected fraud or
violation of the companys Code of Conduct. The mechanism provides for adequate safeguards
against victimization of Directors, employees or other persons who avail of the mechanism.
In exceptional cases, Directors and employees have direct access to the Chairman of the
Audit Committee.
The Company has formulated Vigil Mechanism/ Whistle Blower Policy to deal with
instances of fraud and mismanagement, if any and the Company is adhering to the same.
The Whistle Blower Policy is available on the Companys website, which may be accessed
at the link: www.smccredits.com
25. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
Pursuant to section 134(3)(n) of the Companies Act, 2013 the Company has framed Risk
Management Policy which lays down the framework to define, assess, monitor and mitigate
the business, operational, financial and other risks associated with the business of the
Company.
During the year under review, the Company has not identified any element of risk which
may threaten the existence of the Company.
26. LISTING FEES
The Companys shares are listed on BSE Limited.
The Company affirms that the annual listing fees for the year 2022-23 to BSE Limited
(Bombay Stock Exchange) has been paid.
27. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following matters as there were no transactions on these items during the year under
review:
• Your Company had not accepted Deposits from the public any time and hence no
opening balances of Deposits. Further, your Company has also not accepted any Deposits
during the financial year 2021-22 and as such no principal or interest were outstanding as
on March 31, 2022 as per the provisions of the Companies Act, 2013 (hereinafter referred
to as "Act") and the Rules framed thereunder.
• The Company had not issued equity shares with differential rights as to
dividend, voting or otherwise.
• The Company had not issued shares (including sweat equity shares) to employees
of the Company under any scheme or Employees Stock Options Plan.
• The Company does not have any scheme of provision of money for the purchase of
its own shares by employees or by trustees for the benefit of employees.
• No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
• There were no outstanding material litigations as on March 31, 2022. Details of
Statutory dues/tax matters are disclosed in the financial statements.
• As on the date of the Report any application is not pending under the Insolvency
and Bankruptcy Code, 2016 and the Company did not file any application under (IBC) during
the Financial Year 2021-22.
• During the year under review, the Company has not entered in any one time
settlement with any of the Banks/Financial Institutions and therefore, the relevant
disclosures are not applicable to the Company.
• The maintenance of cost records has not been specified by the Central Government
under sub - section (1) of section 148 of the Companies Act, 2013 for the business
activities carried out by the Company. Cost Audit under Companies (Cost Records and Audit)
Rules, 2014 is not applicable on the Company.
• The Company follows the financial year commence from 01 April and ends on 31
March of subsequent year.
ACKNOWLEDGEMENT
Your Directors placed on record their appreciation for companys customer, suppliers,
Bankers and Central and State Governments for their continued guidance, support and
cooperation.
Your Directors place on the record their deep appreciation of contribution made by
employees at all levels. Yours companys consistent growth was made possible by their Hard
work, commitment, teamwork and loyalty.
The board of Directors of the company also expresses their gratitude to the
shareholders for their valuable and un-stinted support extended to the company throughout
the year.
|
For and on behalf of the Board |
| New Delhi |
|
| August 17, 2022 |
Sd/- |
|
( Rajesh Goenka) |
|
Chairman & CFO |
|
DIN:00298227 |
+91-9892691696
