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Scintilla Commercial & Credit Ltd.

BSE: 538857 Sector: Financials
NSE: N.A. ISIN Code: INE892C01018
BSE 00:00 | 24 May 9.20 0.34
(3.84%)
OPEN

9.20

HIGH

9.20

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8.42

NSE 05:30 | 01 Jan Scintilla Commercial & Credit Ltd
OPEN 9.20
PREVIOUS CLOSE 8.86
VOLUME 461
52-Week high 10.00
52-Week low 8.35
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 9.20
CLOSE 8.86
VOLUME 461
52-Week high 10.00
52-Week low 8.35
P/E
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Scintilla Commercial & Credit Ltd. (SCINTILLACOMM) - Director Report

Company director report

To

The Members

Scintilla Commercial & Credit Ltd

Your directors have pleasure in presenting their 32nd Annual Report on thebusiness and operations of Scintilla Commercial & Credit Ltd (the "Company")together with the audited financial statement for the year ended 31stMarch2021.

Financial Highlights (Standalone and Consolidated)

During the year under review performance of your company is as under:

Particulars Standalone Consolidated
Year Ended 31.03.2021 Year Ended 31.03.2020* Year Ended 31.03.2021 Year Ended 31.03.2020s
Revenue from Operations 4903.11 4590.50 4903.11 4590.50
Other Income 44.35 21.50 1757.67 1363.85
Total Income 4947.46 4611.99 6660.78 5954.35
Total Expenses 4649.81 4849.76 5742.23 6160.94
Profit before Exceptional itemsand tax 297.65 -237.77 918.56 -206.59
Exceptional items - - - -
Profit Before Tax 297.65 - 918.56 -206.59
Tax Expe ises 84.71 - 167.04 -302.01
Profit for the Year 220.29 -191.56 751.52 95.42
Profit for the Year atiributabl eto:
- Owners of the Company - - 512.46 -33.72
- Non-Controlling Interests - - 239.05 129.14
Other Comprehensive income - - 2.43 -
Total Comprehensive Income 222.72 -191.56 753.95 95.42

* Previous Year figures have been recast/restated.

REVIEW OF OPERATIONS:

Standalone:

During the year under review your company recorded a total income of Rs. 4 947.46thousand as compared to Rs. 4 611.99 thousand in the previous financial Year marking anincrease of 6 .78%. The profit for the same period stood at Rs. 2 97.65 thousand ascompared to loss of Rs. ( 237.77) thousand in the previous financial year.

Consolidated:

During the year under review your Company recorded a total income of Rs. 6 660.78thousand as compared to Rs. 5 954.35 thousand in the previous financial year marking anincrease of 1 0.60%. The Profit f or t he same period stood at Rs. 9 18.56 thousand ascompared to t he l oss of Rs. ( 206.59) thousand in the previous financial year.

The Companies Standalone Revenue from operations for the financial year 2020- 21 was49.03 Lakhs compared to the previous year's revenue of Rs. 45.90 Lakhs. The Company'sProfit/Loss after Tax for the year is Rs. 2.20 Lakhs as against Rs. -1.92 Lakhs in theprevious year.

The Consolidated Revenue from Operation for the Financial Year 2020-21 was Rs. 49.03Lakhs compared to Rs. 45.90 Lakhs in the Previous Year. The Company's Profit after Tax ona consolidated basis was Rs. 7.52 Lakhs during the year compared to Rs. 0.95 Lakhs in thePrevious Year.

Material Changes & Commitments

There are no material changes and commitments affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.

Dividend

With a view to conserve capital given the challenging situation and in view of plannedbusiness growth your directors deem it proper to preserve the resources of the Companyand therefore do not propose any dividend for the financial year ended March 31st2021.

Transfer to Reserves

Statutory reserve (Statutory Reserve pursuant to Section 45-IC of The RBI Act 1934):defines that every non- banking finance institution which is a Company shall create areserve fund and transfer therein a sum not less than twenty percent of its net profitevery year as disclosed in the statement of profit and loss before any dividend isdeclared. During the FY 2020-21 the Company has transferred 0.44 Lakhs towards StatutoryReserve.

Share Capital

The paid up Equity Share Capital as on March 31st 2021 was Rs.100277770/-. During the year under review the company has not issued any shares or anyconvertible instruments.

Statutory & Legal Matters

There has been no significant and/ or material order(s) passed by any Regulators/Courts/Tribunals affecting the status. However the forensic audit is still under processin regard of notice received from the BSE relating to suspected shell company.

Financial Liquidity

Cash and cash equivalent as on March 31st 2021 was Rs. 8.37 Lakhs (previousyear Rs. 1.64 Lakhs). The Company's working capital management is based on awell-organized process of continuous monitoring and controls.

Deposits

The Company being a non-Deposit taking NBFC your Company has not accepted anydeposits from the public within the meaning of Section 73 of the Companies Act 2013 readwith the Companies (Acceptance of Deposits) Rules 2014 and the provisions of Non-BankingFinancial Companies Acceptance of Public Deposit (Reserve Bank) Directions 2016.

Subsidiary/Joint Ventures/ Associates

The Company has two Indian subsidiaries i.e. Jaimatarani Merchants Private Limited(Formerly known as Jaimatarani Merchants Limited) and Mericogold Trading Limited (Formerlyknown as Mericogold Trading Private Limited) as on March 31st 2021. None ofthe subsidiaries are material in nature. The Subsidiary Companies has been converted intoPrivate Companies w.e.f 05.03.2021 and 22.01.2021 respectively.

In accordance with Section 129(3) of the Companies Act 2013 the Company has prepareda consolidated financial statement of the Company along with its subsidiary companieswhich is forming part of the Annual Report. A statement containing salient features of thefinancial statements of the subsidiary companies in the prescribed format AOC 1 is alsoincluded as the part of this report as Annexure-A.

In accordance Section 136 of the Companies Act 2013 the Annual Report of the Companycontaining therein its standalone financial statements consolidated financial statementsand related information and the audited annual accounts of the subsidiary companies havebeen placed on the website of the Company athttps://www.scintilla.co.in/subsidiaries-financial-results.php

The Company does not have any associate or Joint Venture Company as on March 31st2021.

Internal Financial Control and its adequacy

The Company has in place adequate internal financial controls with reference tofinancial statements commensurate with the size scale and complexity of its operations.During the Year such controls were tested and no reportable material weaknesses in thedesign or operation were observed.

Risk Management Policy

Risk Management Programme involves risk identification assessment and risk mitigationplanning for strategic operational financial and compliance related risks across variouslevels of the organization. The Board of Directors and senior management team recurrentlyassess the operations and operating environment to identify potential risks and takenecessary mitigation actions.

Directors and Key Managerial Personnel

Appointment

On the recommendation of the Nomination and Remuneration Committee Ms. PoojaKalanouria (DIN: 09056683) were appointed as an Additional Directors in the capacity ofNon-Executive Independent Woman Director for a period of 5 consecutive years with effectfrom 11th February 2021 subject to the approval of the Members at the ensuingAnnual General Meeting (AGM). Ms. Kalanouria was not disqualified from being appointed asDirectors as specified in terms of Section 164 of the Companies Act 2013. Appropriateresolution seeking your approval to the aforesaid appointment along with brief profile ofMs. Kalanouria is appearing in the Notice convening the 32nd AGM of yourCompany

Further Ms. Radhika Maheshwari has resigned from the position of Company Secretary& Compliance Officer w.e.f. 14.08.2020 due to personal reasons and other priorcommitment.

On the recommendation of the Nomination and Remuneration Committee the Board at theirmeeting held on 19th August 2020 had appointed Mr. Anand Malakar to fill thevacancy caused by resignation of Ms. Radhika Maheshwari. Further Mr. Malakar had resignedfrom the company on 7th January 2021.

Ms. Surbhi Rajgadia appointed as the Company Secretary & Compliance officer of theCompany by the Board of Directors on 18th January 2021 on the recommendationof Nomination & Remuneration Committee.

Retirement by rotation

In terms of Section 152 of the Companies Act 2013 and Articles of Association of theCompany Mr. Jitendra Kumar Goyal (DIN: 00468744) retires by rotation at the ensuingAnnual General Meeting and being eligible offers himself for re-appointment.

Cessation

Mr. Pankaj Marda who had joined the Company in the year 2020 ceased to be the ManagingDirector of the Company due to his sudden and sad demise on 24th January 2021.He had joined the Company as the Managing Director on 12 February 2020. Since then hehad given his unstinted support to the Company; by guiding throughout as a member of Boardof Directors. The Company has immensely benefitted from the valuable advice and guidanceprovided during his association with the Company. The Board of Directors recognizes andplace on record his valued contribution and unstinted support to the Company ever sincehis joining the Company's Board of Directors.

Declaration by Independent Director(s)

All the Independent Directors have given declarations that they meet the criteria ofindependence as prescribed under Section 149(6) of the Companies Act 2013 read with therules framed thereunder and in terms of Regulation 16 of SEBI (Listing Obligations anddisclosure Requirements) 2015.

In terms of Regulations 25(8) of the SEBI (Listing Obligations and DisclosureRequirements) 2015 the Independent Directors have confirmed that they are not aware ofany circumstance or situation which exists or may be anticipated that could impair orimpact their ability to discharge their duties. The Board is of the opinion that theindependent directors appointed during the year have requisite experience and expertise(including proficiency).

Familiarization Programme for Independent Directors

To familiarize the Independent Directors with the strategy operations and functions ofour company the executive directors/ senior managerial employees make presentation to theIndependent Directors about the company's strategy operations and service offeringsmarkets finance quality etc. The Director is also explained in detail the variouscompliances required from him as a director under the various provisions of the CompaniesAct 2013 SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015 SEBI(Prohibition of Insider Trading) Regulations 2011 the Code of Conduct of the Company andother relevant regulations.

Further at the time of appointment of an independent director the company issues aformal letter of appointment outlining his/ her role function duties andresponsibilities as a director. The details of the familiarization Programme imparted toindependent directors are disclosed on the Company's websitehttps://www.scintilla.co.in/pdf/policv/Familiarisation Programme for ID SCINTILLA.pdf

Board Meetings

During the Financial Year 2020-2021 6 (Six) meetings of the Board of Directors of theCompany were held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Board Meetings was within the period prescribed under theCompanies Act 2013.

Meeting of Independent Directors

In term of the requirement of Schedule IV to the Companies Act 2013 the IndependentDirectors had a separate meeting on 11th February 2021 without the attendanceof Non-Independent Directors and management of the Company to review the performance ofNon-Independent Director Board and Chairperson of the Company and also assess thequality quantity and timeliness of flow of information between the company management andthe Board that is necessary for the Board to effectively and reasonably perform theirduties.

Board Committees Audit Committee

The Board has duly constituted Audit Committee composition of which is provided underthe Corporate Governance Report. There have been no instances during the year whererecommendations of the Audit Committee were not accepted by the board.

Nomination & Remuneration Committee

The Board has duly constituted Nomination & Remuneration Committee composition ofwhich is provided under the Corporate Governance Report.

Stakeholders Relationship Committee

The Board has duly constituted Stakeholders Relationship Committee composition ofwhich is provided under the Corporate Governance Report.

Remuneration Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and to fix their remuneration. The Company's Remuneration Policy isavailable on the Company's website at https://www.scintilla.co.in/pdf/policy/notice-06-09-2019-4.pdf

As part of the policy the Company strives to ensure that the level and composition ofremuneration is reasonable and sufficient to attract retain and motivate Directors / KMPsof the quality required to run the company successfully.

Director's Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act the Board of Directorsconfirm that to the best of its knowledge and belief:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

ii. 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 at the end of the financial year and ofthe profit and loss of the Company for that period;

iii. the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv. the directors have prepared the annual accounts on a going concern basis;

v. 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

vi. the directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Related Party Transactions

The details of the related party transactions as per requirement of AccountingStandards -18 are disclosed in notes to the financial statements of the Company for theFinancial Year 2020-21. All the directors have disclosed their interest in Form MBP-1pursuant to Section 184 of the Companies Act 2013 and as and when any changes in theirinterest take place such changes are placed before the Board at its meetings. None of thetransactions with any of the related parties was in conflict with the interest of theCompany.

Given all the Related Party Transactions during the year under review were at arm'slength and in the ordinary course of business and the Company did not enter into anymaterial transaction with any related party and hence Form AOC-2 does not form part ofthis report. The details of the transactions withRelated Parties are provided in theaccompanying Financial Statements.

Annual Evaluation of Board Performance and Performance of Its Committees and ofIndividual Directors:

.Pursuant to provisions of Sections 134 149 178 read with Schedule IV of theCompanies Act 2013 and Regulation 19(4) read with Part D of schedule II of SEBI ListingRegulations 2015 the Nomination and Remuneration Committee (NRC) of your Company hasformulated and laid down criteria for performance. evaluation of the Board (includingCommittees) and every individual director (including Independent Directors & ManagingDirector) covering inter-alia the following parameters namely:

1. Board Evaluation- degree of fulfillment of key responsibilities; Board culture anddynamics

2. Board Committee Evaluation-effectiveness of meetings; committee dynamics.

3. Individual Director Evaluation (including IDs)-contributi'on at Board Meetings.

Further the Executive Directors are evaluated on key aspects of the role whichincludes inter-alia effective leadership to the Board and adequate guidance to theManagement.

During the year the Board had evaluated performance of its own its Committees and theIndividual Directors. After the evaluation process was complete the Board was of the viewthat the performance of the Board as a whole was adequate and fulfilled the parameters asstipulated in the evaluation framework in its pro-growth activity and facing challengesoperational climatic and economic adversities during the year.

Vigil Mechanism/Whistleblower Policy

Your Company's Vigil Mechanism/Whistleblower Policy encourages Directors and employeesto bring to the Company's attention instances of unethical behavior actual or suspectedincidents of fraud or leak of unpublished price sensitive information or any violation ofthe Code of Conduct that could adversely impact your Company's operations businessperformance and/or reputation. The Policy provides that your Company investigates suchincidents when reported in an impartial manner and takes appropriate action to ensurethat requisite standards of professional and ethical conduct are always upheld. TheCompany's Policy ensures that no employee is victimized or harassed for bringing suchincidents to the attention of the Company. The Audit Committee oversees the practice ofthe Whistleblower Policy and no employee has been denied access to the Committee. TheWhistle blower Policy is available on your Company's websitehttps://www.scintilla.co.in/pdf/policv/whistle blower.pdf

Corporate Social Responsibility

The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notapplicable to the Company.

Listing

The shares of the Company are listed on the BSE Limited and Calcutta Stock ExchangeLimited. The Company's shares are compulsorily traded in the dematerialized form. The ISINallotted to the Company is INE892C01018.

Auditors

Statutory Auditors

At the 29th Annual General Meeting of the Company held in the year 2018 M/sC. K. Chandak & Co Chartered Accountants was appointed as statutory auditors of theCompany for a period of five years till the conclusion of 34thAGM of theCompany. In terms of the first proviso to section 139 of the Companies Act 2013 theappointment of the Auditors shall be placed for ratification at every Annual GeneralMeeting. However the Companies Amendment Act 2017 has come into force on 7thMay2018 and the requirement of ratification of Auditors in every Annual General Meeting hasbeen omitted. Hence M/s.

C. K. Chandak & Co. Chartered Accountants will hold office for 5 years and theywould not be subject to ratification during continuation of the office of the Auditors' ofthe Company.

Internal auditor

Pursuant to Section 138 of the Companies Act 2013 Mr. Prati'k Agarwal PracticingChartered Accountants was appointed in the as an Internal Auditor of the Company for theFinancial Year 2020-21.

Further M/s Srimal Jain & Co. Chartered Accountants situated at 12A NetajiSubhas Road Ground Floor Room No. 3 Kolkata-700001 having firm registration number314167E has been appointed as an Internal Auditor of the Company for the Financial Year2021-22 in the Board Meeting held on 30th June 2021.

Secretarial auditor

The Company had appointed Mr. Rajesh Ghorawat Practicing Company Secretary as theSecretarial Auditor of the Company for the Financial Year 2021-22. According to theprovision of Section 204 of the Companies Act 2013 read with Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Secretarial AuditReport submitted by Company Secretary in Practice is enclosed as a part of this report asAnnexure-B.

Auditor's Report

The Auditor's Report read together with the Notes on Accounts are self-explanatory andtherefore do not call for any further explanation and comments. No frauds were reported bythe Auditor se under subsection 12 of Section 143 of the Companies Act 2013.

The Secretarial Audit Report of the Company does not contain any qualificationreservation or adverse remark.

Cost Records and Cost Audit

The provisions of cost records and cost audit as specified by the Central Governmentunder section 148 of the Companies Act 2013 are not applicable to the Company.

Corporate Governance and Shareholders Information

Your Company has always taken adequate steps to adhere to all the stipulations laiddown in SEBI (LODR) Regulations 2015. A report on Corporate Governance is included as apart of this Annual Report Annexure E. Compliance Certificate from the Statutory Auditorsof the company M/s. C.K. Chandak & Co. Chartered Accountants confirming thecompliance with the conditions of Corporate Governance as stipulated under SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 is included as a part of thisreport Annexure F.

Code of Conduct

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day-to-day business operations ofthe company. The code laid down by the Board is known as "code of businessconduct" which forms an Appendix to the Code. The Code has been posted on theCompany's website https://www.scintilla.co.in/pdf/policv/notice-06-09-2019-1.pdf

All the Board members the senior management personnel and personnel one level belowthe Board have confirmed compliance with the Code. All management staffs were givenappropriate training in this regard.

Loans guarantees and investments made by the Company

The Company being a NBFC Company is exempted from the provisions of Section 186 of theCompanies Act 2013. Further the Company has given loans and made investments during theyear the detail of which are given in the notes to the financial statements.

Conservation of Energy. Technology Absorption

Your Company does not have any activity relating to conservation of energy andtechnology absorption stipulated in the Section 134 of Companies Act 2013 read withCompanies (Accounts) Rules 2014.

Foreign Exchange Earning and Outgo

There is no foreign exchange earnings and outgo during the year under review.

Extract of Annual Return

Pursuant to the Section 92 and 134(3) of the Companies Act 2013 read with Companies(Management and Administration) Rules 2014 the details forming part of extract of AnnualReturn in Form MGT-9 forms part of this report and is annexed herewith as Annexure-C andalso hosted on the Company's official website www.scintilla.co.in.

Managerial Remuneration

The information required pursuant to Section 197(12) read with Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company is attached herewith as Annexure-D and forms a part of theDirectors' Report.

There are no employees who are in receipt of remuneration in excess of the limitspecified under section 134(3)(q) read with Rule 5 (2) and 5 (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

RBI Guidelines for Non-Banking Financial Companies

The Company has complied with the guidelines issued by Reserve Bank of India from timeto time to the extant it is applicable to the Company. Further the Schedule as requiredin terms of Paragraph 13 of NonBanking Financial Companies Prudential Norms (Reserve Bank)Directions 2015 is appended to the Balance Sheet of the Company.

The Company has constituted an Internal Complaint Committee under Section 4 of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.During the year no complaint was filed before the said Committee.

Management Discussion and Analysis Report

As required under SEBI (LODR) Regulations 2015 the Management Discussion and AnalysisReport has been provided in separate section forming part of the Annual Report.

Other Disclosures

• The disclosures and reporting with respect to issue of equity shares withdifferential rights as to dividend voting or otherwise is not applicable as the Companyhas not issued any such shares during the reporting period.

• The disclosures and reporting on issue of shares (including sweat equity sharesand Issue of Shares under Employees Stock Option Scheme) to employees of the Company underany scheme are not applicable as the Company has not issued any such shares during thereporting period.

• The company has complied with the applicable provisions of Secretarial StandardsSS-1 and SS-2 with respect to convening of Board Meetings and General Meetings during theperiod under review.

• There is no change in the nature of the business of the Company.

Acknowledgement

Your directors take the opportunity of placing their sincere appreciation to theCentral Government State Government Banks Financial Institutions employeesassociates consultants and members of the company for their valuable guidance andsupport. The Board expects to receive their continued support in the future as well.

For and on behalf of the Board of Directors
Vidhu Bhushan Verma Jitendra Kumar Goyal
Place: Kolkata Director Managing Director
Date: 14/08/2021 (DIN 00555238) (DIN 00468744)

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