To the Members

Your Directors have pleasure in submitting their 25th Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2019.

1. FINANCIAL RESULTS:

The Company's financial performance for the year under review along with previousyear's figures are given hereunder :

2. DIVIDEND:

Board does not recommend any dividend for this year.

3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid during last years.

4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:

The Company is mainly dealing with Foreign Exchange Transactions.

Permission has been given by RBI and SEBI for the existing promoters to transfer theirshares to M/s.Sharewealth Securities Limited based in Thrissur Kerala. The proposed newmanagement has submitted a business plan to RBI which has been approved and would beimplemented after the take over. Meanwhile further steps in this regard for completingthe process is in progress.

5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.

There are no significant and material orders passed by Regulators / Court / Tribunalsimpacting the going concern status and company's operation in future.

6. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

The provisions of Section 134(m) of the Companies Act 2013 do not apply to ourCompany. There was no Foreign Exchange Inflow and Outflow during the year under review.

7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICYOF THE COMPANY

The Company is facing heavy competition in the market due to the influence ofunexpected exchange rate leading to average and poor returns. Adequate measures are takento minimize risks and maximize returns.

8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATESOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE 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 Company has made non-currentinvestment in equity shares worth Rs 45000/- in Sambandam Spinning Mills Ltd andRs.56000/- in Sri Nachammai Cotton Mills Ltd.

10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

There Information on transaction with related parties pursuant Particulars of contractsor arrangements with related parties referred to in Section 188(1) in the prescribed formAOC -2 is appended as "Annexure 1" to the Board's Report.

11. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND SECRETARIAL AUDITOR IN THEIR REPORTS

There are no qualifications reservations or adverse remarks made by the StatutoryAuditors and

Secretarial Auditors in their report except the below observations.

Comments to Secretarial Auditor's Qualifications/ Observations Reply to the observationi) The board will take appropriate steps to convert all physical shares held by thepromoters into Demat.

12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) of the Companies Act 2013 relating to constitutionof Nomination and Remuneration Committee are in place. The Company's Policy relating toappointment of Directors payment of Managerial remuneration Directors' qualificationspositive attributes independence of Directors and other related matters as provided underSection 178(3) of the Companies Act 2013 is furnished in Annexure 5 5A & 5B and isattached to this report.

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.

13. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration ) Rules 2014 is furnished in Annexure2 and is attached to this Report.

14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Board met Seven times during the financial year the details of which are given inthe Corporate Governance Report attached as Annexure 3 to this Report.

15. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:—

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had 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 at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.

(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.

16. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any associates subsidiary and joint ventures.

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the Financial year.

CHANGES IN THE BOARD:

There was change in the constitution of Board Of Directors

• Audit Committee was re-constituted during the year with the followingdirectors as its members.

•  Nomination and Remuneration Committee was re-constituted during the yearwith the following directors as its members

• Stakeholders Relationship Committee was re-constituted during the year withthe following directors as its members:

• The Risk Management Committee was re-constituted during the year with thefollowing members.

• The Independent Directors Committee was constituted with Mr. S.Ramesh and MrChintan Bharat Shah as its members.

• Mr. of Ms. Suzanne Venglet retires at this Annual General Meeting and beingeligible offered himself for re-election.

• Mr. Ranjith Matthan and Mr K. Sethuraman were resigned from the board duringthe year.

• Mr. Shanmugam Ramesh and Mr. Chintan Bharat Shah were appointed asAdditional Directors of the Company during the year

• The Board and Committee members details as on 31st March 2019 is given inthe cover page of this Report.

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

20. STATUTORY AUDITOR

Mr. A.M. THOMAS Chartered Accountant Membership No. 22119 0/60 Cheran Street ParriNagar Ashok Nagar Chennai 600 083 was appointed as Statutory Auditor of your Company inthe 21st Annual General Meeting held on 28th September 2015 for a term of 5 years i.e fromthe conclusion of 21st AGM until the conclusion of 26th AGM.

The Company has received a letter from the auditors confirming that they are eligiblefor re- appointment as auditors of the Company under Section 139 of Companies Act 2013and meet the criteria for appointment specified in Section 141 of the Companies Act. 2013.

21. RISK MANAGEMENT POLICY

The Statement showing the details regarding the development and implementation of RiskManagement Policy of the Company is available in Company website www.sicapital.co.in. Therisk management includes identifying types of risks and its assessment risk handling andmonitoring and reporting.

At present the Company has not identified any element of risk which may threatenthe existence of the company.

22. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The provisions of Section 177 of the Companies Act 2013 read with Rule 6 and 7 of theCompanies (Meetings of the Board and its Powers) Rules 2013 The Audit Committee consistsof the following members:

The Audit Committee consists of independent Directors viz. Mr. Chintan Bharat Shah andMr S.Ramesh who forms the majority.

The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company. Nopersonnel has been denied access to the audit committee for reporting any of their genuineconcerns.

Audit Committee is responsible to handle risks and to implement the policyappropriately and to report the Board regarding the plans and procedures implemented tomitigate risks.

Internal Control systems and adequacy: The Company's internal control system isproperly placed and strengthened taking into account the nature of business and size ofoperations. Internal auditors are conducting periodic audits and bring out any deviationsin internal audit procedures and their observations are periodically reviewed andcompliance is ensured. The audit committee is properly reviewing and monitoring thisinternal audit process.

23. SECRETARIAL AUDIT

The Company has appointed Mr.C.Kathiravan Practicing Company Secretary CP.NO. 16677.No.5/3 Ground Floor Sastri 2nd Cross Street Cauvery Nagar Near Aranganathan SubwaySaidapet Chennai - 600 015 Practicing Company Secretary as secretarial auditors toconduct the audit for the year 2018-19 and their report is annexed herewith as Annexure 2.

24. PARTICULARS OF EMPLOYEES

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 6.

Your Company affirms its commitment to good corporate governance policies andpractices.

Pursuant to Clause 72 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 a Report on Corporate Governance which forms a part of this Report andis annexed as Annexure 3 to this Report.

A. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year.

B. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year.

C. BONUS SHARES

No Bonus Shares were issued during the year.

D. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

27. SEXUAL HARASSMENT

Disclosure as per the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 The Company has zero tolerance towards sexual harassment at theworkplace and has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.During the Financial Year 2018-19 the Company has not received any complaints.

28. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgegratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS