DIRECTORS REPORT & MANAGEMENT DISCUSSION AND ANALYSIS To the Members, 1.Your Directors have pleasure in submitting their 21st Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2015. 2. DIVIDEND: No Dividend was declared for the current financial year due to loss incurred by the Company 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 was no dividend declared and paid last year. 4. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS: Your Directors wish to present the details of Business operations done during the year under review: The Company is mainly dealing with Foreign Exchange Transactions. Due to heavy competitions in forex market, margins in foreign exchange transactions have been reduced and the Company is taking all possible efforts to perform better and also been very careful and selective when doing sales as creditably factor is more important. The Company is in the process of revoking the suspension of trade in BSE. After completion of this process better business opportunities are expected. The Directors are very keen to convert the idle asset like the property at Cochin to cash to improve the liquidity and to carry on the core business of the company. The Company is taking all possible efforts to improve the performance and achieve better results in future years. Sale of property at Ernakulam: In the previous year a special resolution was passed to effect the sale of the property mentioned above. Sale is delayed as we are in the process of getting the survey report and due efforts are taken to get the survey report from the local authorities. So far prospective buyers are coming closer to get this property and the sale will be executed atonce on getting this report. 5. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT: No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report. There are no significant and material orders passed by Regulators / Court / Tribunals impacting the going concern status and company's operation in future. 6. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. The total Foreign Exchange Inflow and Outflow was nil during the year under review. 7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY The Company is facing heavy competition in the market due to the influence of unexpected exchange rate fluctuations leading to average and poor returns. Adequate measures are taken to minimize risks and maximize returns. 8. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. 9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 There was no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable. 10. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES The particulars of Contracts or Arrangements made with related parties made pursuant to Section 186 is available in Annexure 3 and is attached to this report.. 11. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS There are no qualifications, reservations or adverse remarks made by the Statutory Auditors in their report and explanations /comments made by the Board relating to the qualifications, reservations or adverse remarks made by the Practicing Company Secretary in their respective reports are furnished as Annexure 6 and is attached to this report. 12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES The provisions of Section 178(1) of the Companies Act, 2013, relating to constitution of Nomination and Remuneration Committee are in place. The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013 is furnished in Annexure 5, 5a & 5b and is attached to this report. The Board has made a formal evaluation of its own performance, committees of the Board and Independent Directors as per the above policy and is satisfactory over its performance. 13. ANNUAL RETURN The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and administration ) Rules, 2014 is furnished in Annexure 2 and is attached to this Report. 14. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW The Company had its Board meetings and other Committee meetings during the financial year under review as per the Annexure 3. 15. DIRECTORS RESPONSIBILITY STATEMENT In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submit its responsibility Statement:— (a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; (b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the 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 the company and that such internal financial controls are adequate and are operating effectively. (f) the directors had devised proper systems to ensure compliance with the provisions of 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 Subsidiary and Joint venture. M/s. Southern warehousing Company Pvt. Ltd. is our only Associate Company . 17. DEPOSITS The Company has neither accepted nor renewed any deposits during the year under review. 18. DIRECTORS CHANGES IN THE BOARD: • Mr. K. Sethuraman who was appointed as an Independent Director on 18th September, 2014 holds the said office till the date of the Annual General Meeting. A notice has been received from a member proposing his candidature for his reappointment. • Mr. V. V. Joseph, Director resigned from the Board with effect from 18th September, 2014. • Ms. Mary Rodrigues was appointed as a Managing Director with effect from 10th March, 2015. • Audit Committee was re-constituted on 18th September, 2014 with the following directors as its members. • The Independent Directors Committee was constituted with Mr. K. Sethuraman and Mr. Ranjith Kurian Matthan as its members. • Mr. V. A. Kurian retires at this Annual General Meeting and being eligible offered himself for re-election. • Board and committee member details given in cover page according to the reconstituted committee as on 10th March 2015. 19. DECLARATION OF INDEPENDENT DIRECTORS The Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. 20. STATUTORY AUDITORS M/s Sudhindran & Co, Chartered Accountants, were appointed as Statutory Auditors for a period of one year in the Annual General Meeting held on 22nd August, 2014. Their re-appointment can not be done due to expiry of their term as per the provisions of the Company's Act, 2013. So Mr.A.M.Thomas, Chartered Accountant (Membership No. 022119) is proposed to be appointed in the place of retiring auditors for a period of Five Years from 2015 to 2020 and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditor to the effect that if he is appointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. 21. RISK MANAGEMENT POLICY The Statement showing the details regarding the development and implementation of Risk Management Policy of the Company is available in our Company website www.sicapital.co.in . The risk management includes identifying types of risks and its assessment, risk handling and monitoring and reporting. At present, the Company has not identified any element of risk which may threaten the 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 the Companies (Meetings of the Board and its Powers) Rules, 2013, TheAudit Committee consists of the following members: The above composition of the Audit Committee consists of independent Directors viz., Mr. Ranjith Matthan and Mr K. Sethuraman who forms the majority. The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co employees and the Company. No personnel has been denied access to the audit committee for reporting any of their genuine concerns. Audit Committee is responsible to handle risks and to implement the policy appropriately and to report the Board regarding the plans and procedures implemented to mitigate risks. Internal Control systems and adequacy: The Company's internal control system is properly placed and strengthened taking into account the nature of business and size of operations. Internal auditors are conducting periodic audits and brings out any deviations in internal audit procedures and their observations are periodically reviewed and compliance is ensured. The audit committee is properly reviewing and monitoring this internal audit process. 23. SECRETARIAL AUDIT The Company has appointed M/s. Gopimohan Satheesan & Associates, a firm of practicing company Secretaries as secretarial auditors to conduct the audit for the year 2014-15 and their report is annexed herewith as Annexure - 1. 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 employees of the Company is annexed herewith as Annexure - 7. 25. CORPORATE GOVERNANCE Your Company affirms its commitment to good corporate governance policies and practices. Pursuant to Clause 49 of the listing agreement with the Stock Exchanges, the Report on Corporate Governance which forms a part of this Report and is annexed here as Annexure 3. 26. SHARES A. BUY BACK OF SECURITIES The Company has not bought back any of its securities during the year under review. B. SWEAT EQUITY The Company has not issued any Sweat Equity Shares during the year under review. C. BONUS SHARES No Bonus Shares were issued during the year under review. D. EMPLOYEES STOCK OPTION PLAN The Company has not provided any Stock Option Scheme to the employees. 27. ACKNOWLEDGEMENTS Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government Authorities for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS Mary Rodrigues Managing Director Ranjith Matthan Director Date : 20.08.2015 Place : Chennai |