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Siel Financial Services Ltd.

BSE: 532217 Sector: Financials
NSE: N.A. ISIN Code: INE027F01014
BSE 00:00 | 05 Dec 11.95 -0.06
(-0.50%)
OPEN

11.76

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12.00

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11.30

NSE 05:30 | 01 Jan Siel Financial Services Ltd
OPEN 11.76
PREVIOUS CLOSE 12.01
VOLUME 26061
52-Week high 28.70
52-Week low 10.20
P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 11.76
CLOSE 12.01
VOLUME 26061
52-Week high 28.70
52-Week low 10.20
P/E
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Siel Financial Services Ltd. (SIELFINSERV) - Director Report

Company director report

Your Directors have pleasure in presenting the 31st Annual Report togetherwith the Audited Accounts of the Company for the year ended 31st March 2022.

HIGHLIGHTS OF FINANCIAL RESULTS

The Company's financial performance for the year ended March 31 2022 is summarisedbelow:

amounts in thousands (unless otherwise stated)

Particulars 2021-2022 2020-2021
(Rs.) (Rs.)
Net Revenue from Operations - -
Other Income 231.15 261.38
Total Revenue 231.15 261.38
Total Expenses 4523.95 2149.22
Profit/Loss before tax (4292.80) (1941.74)
Tax expense
Profit after tax (4292.80) (1941.74)

OPERATIONS

The erstwhile promoters of the company Mawana Sugars Limited (MSL) have entered into aShare Purchase Agreement (SPA) dated 25th February 2021 for sale and transferof entire promoters shareholding held in SIEL Financial Services

Limited (Target Company) in favour of Mr. Parmeet Singh Sood ("Acquirer 1")and Mrs. Aveen Kaur Sood ("Acquirer 2") (Collectively referred to as"Acquirers"). MSL holds 8507885 Equity Shares constituting 75% of the VotingShare Capital of the Target Company. Consequent to the entering of the said SPA theAcquirer is entitled to: (i) directly exercise 75% of Voting Share Capital of the TargetCompany and (ii) exercise substantial control and management of the Target

Company. The Open offer was made by Mr. Parmeet Singh Sood ("Acquirer 1") andMrs. Aveen Kaur Sood ("Acquirer 2") to acquire upto 2835938 Equity shares ofRs. 10/- each for cash at a price of Rs. 2.25 (Rupees Two and Twenty Five Paise only) perEquity Share aggregating upto Rs. 6380861/- (Rupees Sixty Three Lacs Eighty ThousandEight Hundred Sixty One only) to the Public shareholders of Siel Financial ServicesLimited in accordance with the extant Securities and

Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations2011 ("Takeover Regulations") ("Open Offer").The offer was opened onApril 22 2021 and closed on May 05 2021.

Pursuant to completion of open offer formalities Mr. Parmeet Singh Sood ("Acquirer1") and Mrs. Aveen Kaur Sood ("Acquirer 2") collectively holding 8507885(75%) Equity shares of the Company have become the new promoters of the Company. The Boardof Directors of the Company has also been completely changed (details of which can befound under the head DIRECTORS in this report).The new promoter are working towardsbringing the Company out of its hibernation and into new profitable avenues in the comingfuture.

Since the Company was lying dormant for more than Thirteen years there were no otheremployee except the KMPs such as Whole Time Director Chief Financial Officer and CompanySecretary which were on the rolls of the Company. However the Company is now incompliance of various provisions of Companies Act 2013 and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015.

The Board has in its meeting held on 17th June 2021 decided that thecompany will be entering into the new business/project of Survey reports RatingsFinancial products Maintenance work etc. This project provides a platform/Medium forManufacturer & Suppliers our area partners and consumers for Business networkingthrough many services and product which will be provided to the consumer online and backedby offline support. The total project cost is approximately Rs.90-95 Lacs. To start-up theproject the Company has entered into a contract with DAIS world Endeavour Private Limitedto develop a software and paid an advance of Rs 18 lacs.

FINANCIAL RESULTS

The Company has incurred a net loss of Rs. 42.92 Lacs during the year under review.

DIVIDEND

In view of the losses incurred during the year your Directors expressed theirinability to recommend any dividend.

MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments have occurred between the end of the financialperiod to which the financial statements relate and the date of this report affecting thefinancial position of the company.

SUBSIDIARY COMPANIES

The Company has no subsidiary company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(a) APPOINTMENTS/RE-APPOINTMENTS

DIN/PAN Name Appointment Date Cessation Date
00322864 Parmeet Singh Sood 17/06/2021 -
02638453 Aveen Kaur Sood 17/06/2021 -
06908966 Umesh Nivurttirao Chavan 17/06/2021 -
07728191 Diljeet Singh Narang 17/06/2021 04/07/2022
09199917 Sudeep Saxena 17/06/2021 03/08/2022
AMEPJ6846R Jyoti 31/12/2019 -
AFPPC3807D Ram Jeevan Chaudhary 14/02/2020 16/03/2022
ALPPRI1516A Deepak Kumar Rustagi 17/03/2022 -
08185631 Hansa Mehta 14/08/2022 -
08184639 Abhishek Kyal 14/08/2022 -

b) KEY MANAGERIAL PERSONNEL (KMP)

During the financial year ended March 31 2022 the following persons were Whole TimeKey Managerial Personnel (KMP) of the Company in terms of provisions of Section 203 of theCompanies Act 2013:

Sl. Name Designation Date of Appointment as KMP
No.
1. *Mr. Madhu Vrat Kaushik Whole Time Director 14.02.2021
2. *Mr. Arun Kumar Sharma Chief Financial Officer 14.02.2021
3. Mr. Deepak Kumar Rustagi Chief Financial Officer 17.03.2022
4. *Mr. Ram Jeevan Chaudhary Chief Financial Officer 14.02.2020

*Mr. Madhu Vrat Kaushik has resigned from the Board w.e.f 18 June 2021 *Mr. Arun KumarSharma has resigned from the Board w.e.f 18 June 2021 *Mr. Ram Jeevan Chaudhary rsignedfrom the Board w.e.f 16 June 2022

c) DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors (IDs) have given declarations u/s 149(6) of the Act andRegulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 confirming that they meet the criteria of independence as laid downunder the said Section/ Regulation.

The Directors of the Company have also confirmed that they were not disqualified to beappointed as Directors as per Section 164(2) of the Companies Act 2013 and they have notbeen debarred by SEBI to hold an office of Director.

d) PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS

The performance evaluation criteria for Independent Directors was such asqualification experience knowledge competency availability attendance commitmentcontribution of the individual directors to the Board and Committee meetings andfulfillment of independence criteria by them and their independence from the management.The performance evaluation of Independent Directors was done by the entire Board ofDirectors and in the evaluation the directors who are subject to evaluation had notparticipated e) BOARD/DIRECTORS' EVALUATION

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015

("SEBI Listing Regulations").

The performance of the Board and Committees thereof was evaluated on the basis of thecriteria such as the composition and structure effectiveness of processes informationinvolvement of the Members and functioning etc. The Board reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and Committee meetings like preparedness on the issues tobe discussed meaningful and constructive discussion and inputs in meetings etc.

In a separate meeting of Independent Directors the performance of Non-IndependentDirectors the performance of the Board as a whole was evaluated. Performance evaluationof Independent Directors was done by the entire Board excluding the Independent Directorbeing evaluated.

The review concluded by affirming that the Board as a whole the Committees of theBoard as well as all of its Members individually continued to display commitment to goodgovernance ensuring a constant improvement of processes and procedures. It was furtheracknowledged that every individual Member of the Board and the Committee thereofcontribute its best in the overall growth of the organization.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act 2013 yourDirectors state that: a) in the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;

b) the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for that year;

c) the Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) the Directors had prepared the Annual Accounts on a going concernbasis;

e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

f) the Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

MEETINGS OF THE BOARD

During the financial year ended March 31 2022 five Board meetings were held. 05(Five) meeting of the Board of Directors were held during the year on following dates:

Sl. Date of
No. Board meeting
1 17/06/2021
2 11/08/2021
3 28/08/2021
4 12/11/2021
5 23/01/2022

The Board of Directors duly met 05 (Five) times on the above dates during the financialyear 2021-22. The intervening gap between any two meetings was within the periodprescribed under the provisions of section 173 of the Companies Act 2013 and the SEBI(LODR) Regulations 2015.

All statutory and other important items/ information were placed before the Board forapproval/review.

AUDITORS AND THEIR REPORT a) STATUTORY AUDITORS

Pursuant to the Section 139 of the Companies Act 2013 appointment ofthe Statutory Auditors M/s. S S Kothari Mehta & Co. Chartered Accountants (ICAI FirmRegistration No: 000756N) was made by the members of the Company in its 28th AnnualGeneral Meeting (AGM) held on 27.09.2019 for a period of 5 years till the conclusion of33rd Annual General Meeting of the Company on the recommendation of the Audit Committeeand the Board of Directors. The observations of Auditors in their report with the relevantnotes to accounts are self-explanatory and therefore do not require further explanation. b)SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Amit R. Dadheech & Associates (firm) Mumbai as Company Secretaries inPractice (CP No. 8952) to undertake the Secretarial Audit of the Company for the year2021-22.

The Secretarial Audit Report for the financial year ended 31st March 2022 is attachedas Annexure - 1 of this Board's Report.

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the provisionsof Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 from its member and public during the Financial Year.

AUDIT COMMITTEE

The Audit Committee for the year 2021-22 comprises of three Directors two directorsare independent directors and one is Non-Executive - Non Independent director viz. Mr.Umesh Nivurttirao Chavan as Chairman and Mr. Sudeep Saxena and Mr. Diljeet Singh Narangas its Members.

The Audit Committee of the Company has been re-constituted w.e.f August 14 2022 withthe following Directors;

Sl. Name of the Member N o. Status Date of Appointmen t Date of Cessation
1. Mr. Umesh Nivurttirao Chavan Chairman 17-06-2021 -
2. Mr. Sudeep Saxena Member 17-06-2021 03-08-2022
3. Mr. Diljeet Singh Narang Member 17-06-2021 04-07-2022
4. Ms. Hansa Mehta Member 14-08-2022 -
5. Mr. Abhishek Kyal Member 14-08-2022 -

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act 2013 read with Rulesmade there under the Board has constituted a Nomination & Remuneration Committee.

The Nomination and Remuneration Committee of the Company has been re-constituted w.e.fAugust 14 2022 with the following Directors;

Sl. Name of the Member No. Status Date of Appointment Date of Cessation
1. Mr. Sudeep Saxena Chairman 17-06-2021 03-08-2022
2. Mr. Umesh Nivurttirao Chavan Member 17-06-2021 -
3. Mr. Diljeet Singh Narang Member 17-06-2021 04-07-2022
4. Ms. Hansa Mehta Member 14-08-2022 -
5. Mr. Abhishek Kyal Member 14-08-2022 -

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Company has been re-constituted w.e.fAugust 14 2022 with the following Directors;

Sl. No. Name of the Member Status Date of Appointment Date of Cessation
1. Mr. Sudeep Saxena Member 17-06-2021 03-08-2022
2. Mr. Umesh Nivurttirao Chavan Chairman 17-06-2021 -
3. Mr. Diljeet Singh Narang Member 17-06-2021 04-07-2022
4. Ms. Hansa Mehta Member 14-08-2022 -
5. Mr. Abhishek Kyal Member 14-08-2022 -

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is under the business of investment and financing so the particulars of theConservation of energy and Technology Absorption is : NOT APPLICABLE

Foreign Exchange Earnings and Out go: NIL

VIGIL MECHANISM

Your Company has established a ‘Whistle Blower Policy and Vigil Mechanism' fordirectors and employees to report to the appropriate authorities concerns about unethicalbehavior actual or suspected fraud or violation of the Company's code of conduct policyand provides safeguards against victimization of employees who avail the mechanism andalso provide for direct access to the Chairman of the Audit Committee. The said policy hasbeen uploaded on the website of the Company.

CODE OF CONDUCT

The Company has adopted a Code of Conduct for all Board Members and Senior ManagementPersonnel of the Company in accordance with the requirements of Regulation 17(5) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. All the Board Membersand the Senior Management Personnel have given affirmation of compliance with the saidCode of Conduct for the financial year ended 31st March 2022.

PARTICULARS OF EMPLOYEES

There is no other employee except the KMPs such as Whole Time Director Chief FinancialOfficer and Company Secretary which are on the rolls of the Company. The Company has notpaid any managerial remuneration during the year.

FRAUD REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRALGOVERNMENT 143(12)

During the year under review the Company has not reported any fraud mentioned underSection 143(12) of the Act.

RELATED PARTY TRANSACTIONS

There is no related party transaction during the financial year except in the ordinarycourse of business. There are no materially significant related party transactions made bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act 2013 the AnnualReturn for the financial year ended March 31 2022 made under the provisions of Section92(3) of the Companies Act 2013 is placed at Company's website on www.sielfinancial.com

CORPORATE GOVERNANCE

In accordance with SEBI (LODR) Regulations 2015 Corporate Governance Report alongwith Auditors' certificate thereon and Management Discussion and Analysis Report form partof this report are enclosed as Annexure - 2.

COST AUDIT

The provisions of Cost Audit pursuant to Section 148 of Companies Act 2013 are notapplicable to the Company

CORPORATE SOCIAL RESPONSIBILITY

Social Welfare Activities has been an integral part of the Company since inception. TheCompany is committed to fulfill its social responsibility as a good corporate person.Section 135 of the Companies Act 2013 has laid down the requirement for constitution ofCorporate Social Responsibility Committee which shall be responsible for laying down theCSR Policy to a certain class or classes of Companies.

The compliance with Section 135 is applicable to specific class or classes of theCompanies falling under the threshold mentioned under the Act and rules framed thereunder. However our Company does not fall under the requisite threshold as mentioned underSection 135 during the financial year under review and thus the compliance with therelevant provision of the Companies Act 2013 is not applicable.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review the Company has compliedwith all the applicable Secretarial Standards i.e. SS-1 and SS-2 relating to‘Meetings of the Board of Directors' and ‘General Meetings' respectively(including any modifications or amendments thereto) issued by the Institute of CompanySecretaries of India.

INTERNAL FINANCIAL CONTROL

The Company believes that internal control is a necessary concomitant of the principleof prudent business governance that freedom of management should be exercised within aframework of appropriate checks and balances. The Company remains committed to ensuring aneffective internal control environment that inter alia provides assurance on orderly andefficient conduct of operations security of assets prevention and detection offrauds/errors accuracy and completeness of accounting records and the timely preparationof reliable financial information.

The Company's independent and Internal Audit processes both at the Business andCorporate levels provide assurance on the adequacy and effectiveness of internalcontrols compliance with operating systems internal policies and regulatoryrequirements.

The Company has in place adequate internal financial controls with reference to theFinancial Statements. Such controls have been tested during the year and no reportablematerial weakness in the design or operation was observed. Nonetheless the Companyrecognizes that any internal financial control framework no matter how well designed hasinherent limitations and accordingly regular audit and review processes ensure that suchsystems are reinforced on an ongoing basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report for the year under review as required underRegulation 34 read with Schedule V the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (SEBI LODR 2015) is formingpart of this Annual Report as Annexure 3.

RISK & MITIGATION

The Company has identified various risks faced by the Company from different areas. Asper the provision of the Companies Act 2013 the the Board had adopted a risksmanagement policy whereby a proper framework is set up.

Appropriate structures are present so that risks are inherently monitored andcontrolled. A combination of policies and procedures attempts to counter risks as and whenthey evolve.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity and respectand as mandated under "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013" the Company has in place a formal policy forprevention of sexual harassment of its women employees.

The following is the summary of sexual harassment complaints received and disposed offduring the current financial year.

Number of Complaints received: NIL

Number of Complaints disposed off: NIL

SHARE CAPITAL

The share capital of the Company is Rs. 113437520/- divided into 11343752 Equityshares of Rs. 10 each.

During the financial year ended 31.3.2022 the Company has not issued any share capitalwith different voting rights sweat equity or ESOP nor provided any money to the employeesor trusts for purchase of its own shares.

INDUSTRIAL RELATIONS

The company maintained healthy cordial and harmonious industrial relations at alllevels the enthusiasm and unstinting efforts of employees have enabled the company toremain at the leadership position in the industry it has taken various steps to improveproductivity across organization.

ACKNOWLEDGEMENT:

Your Directors wish to acknowledge all their stakeholders and are grateful for theexcellent support received from the shareholders Bankers Financial InstitutionsGovernment authorities esteemed corporate clients customers and other businessassociates. Your Directors recognize and appreciate the hard work and efforts put in byall the employees of the Company and their contribution to the growth of the Company in avery challenging environment.

CAUTIONARY STATEMENT

The Board's Report and Management Discussion & Analysis may contain certainstatements describing the Company's objectives expectations or forecasts that appear tobe forward-looking within the meaning of applicable securities laws and regulations whileactual outcomes may differ materially from what is expressed herein. The Company is notobliged to update any such forward-looking statements. Some important factors that couldinfluence the Company's operations comprise economic developments pricing and demand andsupply conditions in global and domestic markets changes in government regulations taxlaws litigation and industrial relations.

For and on behalf of the Board of Directors of CMX HOLDINGS LIMITED(Formerly known as SIEL Financial Services Limited) -sd Parmeet Singh Sood Director DIN:00322864 Place : New Delhi Date : 27/08/2022

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