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S I Capital & Financial Services Ltd.

BSE: 530907 Sector: Financials
NSE: N.A. ISIN Code: INE417F01017
BSE 00:00 | 05 Dec S I Capital & Financial Services Ltd
NSE 05:30 | 01 Jan S I Capital & Financial Services Ltd
OPEN 38.40
52-Week high 38.40
52-Week low 27.50
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 38.40
CLOSE 38.40
52-Week high 38.40
52-Week low 27.50
Mkt Cap.(Rs cr) 13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

S I Capital & Financial Services Ltd. (SICAPFIN) - Director Report

Company director report

Dear Members

The Board of Directors present the Company’s Twenty-eighth Annual Report andAudited Financial Statements for the financial year ended March 31 2022.


The Company’s financial performance for the year ended March 31 2022 issummarized below:

(Rs. in Lakhs)

2021-22 2020-21
Profit before tax (12.59) (40.14)
Current Tax - -
Deferred Tax - (0.15)
Profit for the Year (12.59) (39.99)
Other comprehensive income - -
Total comprehensive income for the year (12.59) (39.99)

Results of Operations and the state of affairs of the Company

The company is a Non-Systemically Important Non-Banking Financial Company and a FullFledged Money Changer. The highlights of company’s performance for the year endedMarch 31 2022 are as under:

• Revenue from operations was Rs. 58.93 Lakhs

• Net Loss for the year was Rs. 12.59 Lakhs

Operations and cash inflows of the Company for the year under review shows signs ofrecovery from the impact of Covid-19. Revenue from Operations increased by 65.63% comparedto previous yearoperational expenses for the year reduced by 4.09% and resultantlythepre-tax loss reduced by 27.55%. The company is making sustained efforts to achieveimproved performance and profitability in the coming years.


In the absence of profits no dividend is recommended for payment this year.

Details of material events between the end of the financial year 2021-22 and the dateof the report

The outbreak of Covid-19 pandemic is causing significant disturbance and slow downacross the globe.

Preferential Issue of Equity Shares

The Company had issued and allotted 2 Lakh Equity sharesof face value Rs.10/- each at apremium of Rs. 15/- per Equity Share to person belonging to Non-promoter category and asum equivalent to 100% of issue price amounting to Rs.50 Lakhs was received by theCompany.

Preferential Issue of Convertible Warrants

The Company had issued and allotted 4 Lakh Warrants in aggregate i.e.2 lakhs Warrantseachconvertible into equal number of equity shares of face value Rs.10/- each at apremium of Rs. 15/- per Warrant to persons belonging to Promoter Category and Non-PromoterCategory respectively and a sum amounting to Rs.25 lakhs being 25% of issue pricewasreceived by the Company.

Change in Share Capital

The Authorised capital of the Company remained unchanged at Rs.6 Crores. Thepaid-upcapital of the Company increased from Rs.3 Crores to Rs.3.2 Crores pursuant to thepreferential allotment of 2 lakh equity shareson April 04 2022.

Location of Registered Office

The Company pursuant to the approval of shareholders dt 19th June 2022 andsubject to the approval of Central

Government (Powers delegated to Regional Director) and such other approvalspermissions and sanctions if any required under the provisions of the Act 2013 or underany other law for the time being in force proposes to shift the Registered Office of theCompany from the jurisdiction of Registrar of Companies Chennai to No.27 First floorNew Scheme Road Pollachi - 642001 under the jurisdiction of Registrar of CompaniesCoimbatore within the State of Tamil Nadu.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") is presented in aseparate section forming part of the Annual Report.

Business Operations/ Performance of the Company

The Company is a Non-Banking Financial Services Company and a Full-Fledged MoneyChangeroperating under the License of Reserve Bank of India.

Non-Banking Financial Services sector had a rebound in credit growth despite thechallenges raised by the pandemic. The Company’s disbursements are on revival pathand stood at Rs.250.17 lakhs during the year under review an increase of 14.39% y-o-yreflecting the improved market conditions and focused efforts of the company. Vehicle andbusiness loans increased by 42.84% and 100.48% respectively an indicator of economynormalizing and overall positive market sentiment while gold and personal loan declinedby 46.61% and 77.27% respectively. The income from forex business recorded a decline of26.96% commensurate with impact of pandemic on travel and tourism industry.

Despite the challenges raised by the pandemic the managementremains committedtowardsensuring continuous improvement in efficiency and performance by realigning itsstrategies products and process as and when required.

Secretarial Standards

The Company has followed the applicable Secretarial Standards i.e. SS-1 and SS-2relating to ‘Meetings of the Board of Directors’ and ‘GeneralMeetings’ respectively.

Directors’ Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard of Directors to the best of their knowledge and ability state that:

(a) in the preparation of the annual accounts for the year ended March 31 2022 theapplicable accounting standards have been followed and there are no material departuresfrom the same;

(b) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2022 and of the loss ofthe company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively; and

(f) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance

The Company is committed to maintain high standards of Corporate Governance. The Reporton Corporate Governance as stipulated under the Listing Regulations forms part of thisAnnual Report. Since Regulation 15 of Listing Regulations is applicable to the CompanyCertificate from Statutory Auditor/ Practicing Company Secretary regarding compliance ofconditions of Corporate Governance was not obtained.

Risk Management

The Company has a Board of Directors approved Risk Management Policy which may beaccessed on the Company’s website at the

Internal Control systems and adequacy

The Company’s internal control system is properly placed and strengthened takinginto account the nature of business and size of operations. Periodic audits providereasonable assurance that the Company’s internal financial controls are adequate.

Directors and Key Managerial Personnel

The Board Composition as on March 31 2022 is as follows:

S. No. Name of Directors Designation
1 Mr. Sreeram Gopinathan Nair Managing Director
2 Mr. Thandassery Balachandran Ramakrishnan Non-Executive Director
3 CA UnnikrishnanAnchery Non-Executive Director
4 Dr. Anil Menon Non-Executive Director
5 Mrs. Jitha Chummar Non-Executive Director
6 Mr. Rajesh Narayan Pillai Non-Executive Independent Director
7 Mr. Vinod Manazhy Non-Executive Independent Director
8 Mr.Abraham George Non-Executive Independent Director
9 Dr. Habeeb Rahiman Non-Executive Independent Director

Change in Directors and Key Managerial Personnel during the year 2021-22

a) CA Akhilesh Gopinath resigned from the office of Chief Financial Officer w.e.f.April 30 2021.

b) Designation of Mrs.JithaChummar was changed from Additional Director to Director onSeptember 24 2021.

c) Designation of Mr.VinodManazhy was changed from Additional Director to IndependentDirector on September 24 2021.

d) Designation of Mr. VadukkootMathayi Xaviour was changed from Additional Director toIndependent Director on September 24 2021.

e) Mr.RamanathanAncheryceased to be Non-Executive Directorw.e.f November 15 2021.

f) Mr. VadukkootMathayi Xaviour ceased to be Non-executive Independent Director w.e.fDecember 28 2021.

g) CA Unnikrishnan Anchery was appointed as Additional Director w.e.f December 282021.

h) Mr.Abraham George was appointed as Additional and Independent Director w.e.fDecember 28 2021.

i) Dr. Habeeb Rahiman was appointed as Additional and Independent Director w.e .fDecember 28 2021.

j) Mr.AjeeshKarekkattil Antony was appointed as Chief Financial Officer w.e.f. January01 2022.

Change in Directors and Key Managerial Personnel after the financial year 2021-22 andupto the date of report

a) CS AneettaChirayath Vilson resigned from the office of Company Secretary w.e.f.April 30 2022.

b) CS Anu J was appointed as Company Secretary w.e.f May 13 2022.

c) Mr.Thomas Jacob was appointed as Additional and Independent Director w.e.f June 132022.

d) Mr.Anu Thomas Cheriyan was appointed as Additional Director on June 13 2022.

Declaration of Independent Directors

The Independent Directors have confirmed that they meet criteria as mentioned inSection 149 of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Act 2015 by submitting a Declaration towards this end to the Company.

Contracts or Arrangements with Related Parties

All contracts/ arrangements/ transactions entered by the Company during the financialyear with related parties were in its ordinary course of business and on an arm’slength basis. Particulars of material contracts/ arrangements with

related parties are annexed with this report in Form AOC-2 as Annexure - I. Members mayrefer to Note 37 to the Financial Statement which sets out related party disclosurespursuant to Ind AS.

Nomination & Remuneration Policy

The Board of Directors has adopted a policy on comprising of criteria for determiningqualification positive attributes and independence of Directors as laid down by theNomination & Remuneration Committee of the Board in compliance with the provisions ofSection 178 of the Act. The Policy is available on Company’s website and can beaccessed at

The Board has made a formal evaluation of its own performance committees of the Boardand Independent Directors as per the above policy and is satisfactory over itsperformance.

Auditors and Auditors’ Report

a) Statutory Auditor

M/s. Ayyar & Cherian Chartered Accountant (Firm Registration No. 000284S)appointed for a term of 5 (five) consecutive years at the Annual General Meeting held onSeptember 30 2020 continues as Statutory Auditor of the Company.The notes annexed to theFinancial Statements referred in the Independent Auditors’ Reports are self-explanatory and do not call for any further comments. The Auditor’s Report does notcontain any qualification reservation adverse remark or disclaimer.

There were no frauds reported by the statutory auditors to Audit Committee or Boardunder Section 143 of the Act.

b) Secretarial Auditor

The Board appointed M/s. Liya & Associates Company Secretary in practice (CP No.19314) to conduct Secretarial Audit for the financial year 2021-22. Secretarial auditreport for year ended on March 31 2022 is annexed herewith and marked as Annexure - II tothis Report. The Secretarial Audit Report containsthe following observation :

1. The company is regular in submission of consumer information to all four CreditInformation Companies (CICs) viz. Credit Information Bureau (India) Limited EquifaxCredit Information Services Private Limited Experian Credit Information Company of IndiaPrivate Limited and CRIF High Mark Credit Information Services Private Limited exceptthe Commercial information as per Regulation 7 of Credit Information Companies Regulation2006.

The Board’s Reply to Observations of Secretarial Auditor

1. Due to technical issues with our NBFC software credit information report could begenerated only on individual basis and not on commercial basis. The matter has been takenup with the concerned software support team by the Company and the software update togenerate commercial bureau information is in process. The Company is also in the processof adopting a new NBFC software capable of generating Credit Information Reports informats prescribed by the Credit Information Companies.

Meetings of the Board

6 Meetings of the Board of Directors were held during the year. The particulars of themeeting held and attended by each Director are detailed in the Corporate GovernanceReport.

Committees of the Board

In compliance with the provisions of Section 177 & 178 of the Companies Act 2013the Board constituted Audit Committee Nomination & Remuneration Committee andStakeholders Relationship Committee. The Company has also constituted Risk ManagementCommittee pursuant to Scale Based Regulations issued by the ReserveBank of

India. The details of composition of committees and their meetings and attendance ofmembers are given in the Corporate Governance Report.

Vigil Mechanism

The Company has established a robust Vigil Mechanism and a Whistleblower policy inaccordance with the provisions of the Companies Act 2013 and Listing Regulations. TheWhistle Blower Policy & Vigil mechanism is available on company’s website and canbe accessed at-

Prevention of Sexual Harassment at Workplace

The Company has zero tolerance towards sexual harassment at the workplace. During theFinancial Year 2021-22 the Company has not received any complaints.

Internal Committee has not been constituted since the number of employees is less than10 as stipulated under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

Particulars of Loans Guarantees or Investments made on under Section 186 of theCompanies Act 2013

There were no loans or guarantees made by the Company under Section 186 of theCompanies Act 2013 during the year under review. The particulars of Investments made bythe Company are given in Note 11 to the Financial Statements.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The Company has taken reasonable steps to conserve energy by supporting go greeninitiatives. The Company follows the practice of purchasing energy efficient electrical/electronic equipments for its operations. The Capital Investment on energy conservationequipment is nil.

The Company is making use of the technology platform to ease of operations and toprovide better services to its customers.

There were no Foreign Exchange Inflow and Outflow during the year under review.

Annual Return

The Annual Return of the Company as on March 31 2022 is available on theCompany’s website and can be accessed at Form%20MGT-7.pdf

Particulars of employees and related disclosures

The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is annexed herewith as Annexure III.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 astatement showing the names of the top ten employees in terms of remuneration drawn formspart of this Report. Having regard to the provisions of the second proviso to Section136(1) of the Act and as advised the Annual Report excluding the aforesaid information isbeing sent to the members of the Company. Any member interested in obtaining suchinformation may address their email to

Listing with Stock Exchange

The Company has paid Annual Listing Fee for the FY 2021-22 to BSE Limited wherein theCompany’s shares are listed.

Compliance with NBFC Regulation

The Company has complied with the regulatory provisions of the Reserve Bank of Indiaapplicable to Non-Banking Financial Company - Non Systemically Important Non-Deposittaking Company. The Company has not accepted

Public Deposits during the year under review.

Disclosure on Gold Auction

No.of Loan Accounts Outstanding Amount (Rs.) Value Fetched (Rs.) Name of Group Companies participated in the Auction
5 309762.00 272816.00 Nil
8 545991.00 490362.00 Nil
13 855753.00 763178.00 Nil


The Board of Directors state that no disclosure or reporting in respect of thefollowing matters as there were no transactions on these matters or as the provisions werenot applicable to the Company during the year under review:

a) Details related to deposits covered under Chapter V of the Act

b) Issue of equity shares with differential rights as to dividend voting or otherwise

c) Issue of shares to employees of the Company under any Employees’ Stock OptionScheme

d) Buyback of shares

e) Significant or material orders passed by Regulators / Court / Tribunals impactingthe going concern status and company’s operation in future

f) Change in the nature of business in the Company.

g) Proceeding pending under the Insolvency and Bankruptcy Code 2016

h) CorporateSocialResponsibilityinitiativesby the Company and constitution of CSRcommittee

i) Transfer of amount to Reserves

j) Transfer of Unclaimed dividend/ shares to Investor Education and Protection Fund(IEPF)

k) Particulars of Associate Subsidiary and Joint Venture

l) Maintenance of Cost Records

m) Statement of deviation(s) or variation(s) in use of issue proceeds

n) Utilization of funds raised through preferential allotment

o) Statement on Impact of Audit Qualifications


The Board of Directors place sincere appreciation for the seamless support andco-operation received from the employees members banks government and other regulatoryauthorities stock exchange customers vendors and other service providers during theyear under review.

For and on behalf of the Board of Directors
Vinod Manazhy
Date: 02-08-2022 Chairman
Place : Thrissur DIN: 08986929