The Board of Directors of S.I.Capital & Financial Services Limited ("theCompany") have pleasure in submitting the 26th Annual Report of the Company togetherwith the Audited Statements of Accounts for the year ended 31st March 2020.
1. FINANCIAL SUMMARY
The financial highlights of the Company for the Financial Year ended March 31 2020along with previous year's figures are given below:
|Particulars ||For the year ended 31st March 2020 ||For the year ended 31st March 2019 |
|Gross Income ||33.92 ||34.19 |
|Total Expenditure ||39.32 ||41.42 |
|Profit Before Tax ||-5.40 ||-7.24 |
|Net Profit ||-6.09 ||-7.26 |
|Earnings per share (Basic & Diluted) ||-0.20 ||(0.24) |
In view of the loss incurred by the Company the Board does not recommend any dividendfor this year.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125 of the Companies Act 2013 do not apply as no dividendswere declared and paid during last years.
4. TRANSFER TO RESERVES
The Company has not transferred any amount to Reserves for the Financial Year2019-2020.
5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS:
The Company is carrying on the business as a Non-Deposit taking Non-Banking FinancialCompany and a Full Fledged Money Changer under the License of Reserve Bank of India.
During 2019-2020 the Company has been taken over by Sharewealth Securities Limitedwhich resulted in management change. The Board has decided to introduce diversified loanproducts to bring back the company to its core business activity. Now the Company isfocusing on Non-Banking Financial Sevices whereas full fledged money changing was themajor source of income for many years.
Amidst unprecedented spread of Covid-19 pandemic the Directors are keen to mobilizeresources in the best interest of Company to deploy in core business activities. TheCompany is taking all possible efforts to improve the performance and achieve betterresults in the coming years.
6. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report is attached and forms an integral part of theAnnual Report. The report discusses in detail the overall industry situation economicdevelopments outlook and state of company's affairs.
7. REPORT ON CORPORATE GOVERNANCE
Your Company affirms its commitment to good corporate governance policies andpractices. The Report on Corporate Governance forms integral part of this Annual Report.
8. 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 confirm that
(a) in the preparation of the annual accounts the applicable accounting standards havebeen 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 loss of the company for that period;
(c) the directors had 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 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.
9. MEETINGS OF THE BOARD
During 2019-20 the Board of Directors met at 7 occasions. Please refer corporategovernance report for further details in this regard.
10. 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.
11. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The Board of Directors has adopted a policy on Director's Personnel and other employeesincluding criteria for determining qualification positive attributes and independence ofDirectors as laid down by the Nomination & Remuneration Committee of the Board incompliance with the provisions of Section 178 of the Act. The Policy is also annexed tothis report as Annexure I.
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.
12. 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 particulars of Investment made bythe Company are given in Note No. 5 to the Financial Statements.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Contracts / arrangements / transactions entered by the Company during the FY 2019-20with related parties under Section 188 of the Act were in ordinary course of business andon arm's length basis. Particulars of contracts/ arrangements with related parties underSection 188 in Form AOC-2 are annexed with this report as Annexure - II .
14. MATERIAL EVENTS SUBSEQUENT TO THE DATE OF THE FINANCIAL STATEMENT
No material changes and commitments affecting the financial position of the Companyoccurred between March 31 2020 and the date of this report. However SharewealthSecurities Limited the Holding Company has transferred 365570 equity shares to Mr. JojuM J via off market transfer.
15. SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS
There are no significant and material orders passed by Regulators / Court / Tribunalsimpacting the going concern status and company's operation in future during 2019-20.
16. 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.
17. RISK MANAGEMENT POLICY
The Company has a Board of Directors approved Risk Management Policy which may beaccessed on the Company's website at the linkhttp://www.sicapital.co.in/AboutSICapital.html.
18. POLICY ON CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
19. FORMAL ANNUAL EVALUATION
As mandated under the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the formal annual performance evaluation ofthe Directors individually vis-a-vis the Board and its committees have been carried out.The manner of such evaluation has been disclosed in the Corporate Governance Report.
20. AUDITORS' REPORT
a) Statutory Auditor
Mr. A.M. THOMAS Chartered Accountant (Membership No. 22119) 0/60 Cheran StreetParri Nagar Ashok Nagar Chennai 600 083 was appointed as the Statutory Auditor of theCompany by the members to hold office till the conclusion of 26th Annual General Meeting.
The notes annexed to the Financial Statements referred in the Independent Auditors'Reports are self- explanatory and do not call for any further comments.
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 2019-20. Secretarial auditreport for year ended on 31 March 2020 as provided them is annexed to this report asAnnexure - III.
The reports issued by Statutory Auditor and Secretarial Auditor do not carry anyqualification reservation adverse remark or disclaimer.
21. DIRECTORS AND KEY MANAGERIAL PERSONNEL CHANGE
Ms. Suzanne Venglet (DIN: 01876633) and Mr. Sanjay Arjundas Wadhwa (DIN: 00203083) wereresigned from the Board with effect from October 31 2020.
Mr. Thandassery Balachandran Ramakrishnan (DIN: 01601072) Dr. Anil Menon (DIN:02390719) and Mr. Ramanathan Anchery (DIN: 02415497) were appointed as the AdditionalDirectors of the Company w.e.f. October 31 2020.
The Board has appointed Mr. Sreeram Gopinthan Nair (DIN: 05143385) as the ManagingDirector of the Company w.e.f. October 31 2019 in place of Ms. Mary Rodrigues (DIN:01778843). Thereafter she continued to be the Non-Executive Director of the Company.
The Board Composition as on March 31 2020 is as follows:
|S. No. ||Name of the Director ||Designation |
|1 ||Mr. Sreeram Gopinathan Nair ||Managing Director |
|2 ||Mr. Thandassery Balachandran Ramakrishnan ||Non-Executive Director |
|3 ||Dr. Anil Menon ||Non-Executive Director |
|4 ||Mr. Ramanathan Anchery ||Non-Executive Director |
|5 ||Ms. Mary Rodrigues ||Non-Executive Director |
|6 ||Mr. Chintan Bharat Shah ||Non-Executive Independent Director |
|7 ||Mr. Shanmugam Ramesh ||Non-Executive Independent Director |
The changes in the composition of the Board subsequent to March 31 2020 are asfollows:
1. Ms. Mary Rodrigues Mr. Chintan Bharat Shah & Mr. Shanmugam Ramesh resigned fromthe office of Directors w.e.f. May 27 2020;
2. Mr. Sreeram Gopinathan Nair resigned from the office of Managing Director w.e.f.June 9 2020;
3. Mr. Sreeram Kamalapriya Sreedharan and Mr. Rajesh Narayan Pillai were appointed asNonExecutive Independent Directors of the Company w.e.f. July 22 2020 subject to theapproval of members of the Company.
Changes in Key Managerial Personnel during 2019-20 are as follows:
1. Ms. D Dhanalakshmi resigned from the office of the Company Secretary w.e.f. October312019;
2. Ms. Aneetta C Vilson was appointed as the Company Secretary & Compliance Officerw.e.f. November 1 2019;
3. Mrs. M Danalakshmi Krishnan resigned w.e.f. March 31 2020 as the Chief FinancialOfficer of the Company
Further Mrs. Jitha Chummar was appointed as the Chief Financial Officer of the Companyw.e.f.
April 1 2020
22. SHARE CAPITAL
The Paid Up Share Capital of the Company is Rs. 30000000/- (Rupees Three Croresonly) comprising of 3000000 equity shares of R. 10/-.
During the year under review the Company has not issued shares with differentialvoting rights bonus shares and sweat equity shares.
The Company has not bought back any of its securities during the year. No EmployeeStock Option Schemes were implemented during the year under review.
Our Company is a Non Deposit Taking NBFC. During FY 2019-20 the Company has notaccepted deposits as per Chapter V of the Act.
24. COMPLIANCE WITH NBFC REGULATION
Your Company has complied with all the regulatory provisions of the Reserve Bank ofIndia applicable to Non-Banking Financial Company - Non Systemically Important Non-Deposittaking Company.
25. ANNUAL RETURN
The extract of Annual Return in Form MGT-9 is annexed herewith as Annexure IV.
26. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES The Company does not have anyassociates subsidiary and joint ventures.
a) Composition of Audit Committee
The Composition of Audit Committee is detailed in the Corporate Governance Report.
b) Whistle Blower Policy & Vigil Mechanism
The Company has provided adequate safeguards against victimization of employeesDirectors or any other person who express their concerns. The Company has also provideddirect access to the chairman of the Audit Committee on reporting issues concerning theinterests of coemployees and the Company. No person has been denied access to the auditcommittee for reporting their genuine concerns. The Whistle Blower Policy and VigilMechanism may be accessed on the Company's website at the linkhttp://www.sicapital.co.in/AboutSICapital.html
c) Internal Control systems and adequacy
The Company's internal control system is properly placed and strengthened taking intoaccount the nature of business and size of operations. Internal auditors are conductingperiodic audits and bring out any deviations in internal audit procedures and theirobservations are periodically reviewed and compliance is ensured. The audit committee isproperly reviewing and monitoring this internal audit process.
d) Compliance with SS-1 & SS-2
The Company has complied with the applicable provisions of Secretarial Standardsrelating to Meeting of the Board of Directors SS-1 & General Meetings SS-2.
28. LISTING WITH STOCK EXCHANGE
The Company has paid Annual Listing Fee for the FY 2019-20 to BSE Limited wherein theCompany's shares are listed.
29. AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE
A Certificate from Secretarial Auditor regarding Corporate Governance is annexed asAnnexure- V.
30. 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 VI.
31. SEXUAL HARASSMENT
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder. During theFinancial Year 2019-20 the Company has not received any complaints.
Internal Compliants Committee has not been constituted since the number of employees isless than 10 as stipulated under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
32. MAINTENANCE OF COST RECORDS
The Company is an NBFC and hence the requirement under sub-section (1) of section 148of the Companies Act 2013 w.r.t Maintenance of cost records is not applicable.
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.
By order of the Board of Directors
| ||Sd/- |
| ||T B Ramakrishnan |
|29.08.2020 ||Chairman |
|Chennai ||DIN:01601072 |