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Director's Report
To
THE SHAREHOLDERS
SUPRA PACIFIC FINANCIAL SERVICES LIMITED
Your Board of Directors is pleased to share with you the 39th Annual Report of SUPRA
PACIFIC FINANCIAL SERVICES LIMITED (Company") enumerating the business
performance along with the Audited Financial Statements (standalone and consolidated) for
the financial year ended March 31, 2025.
I.Financial Summary
The financial results of the Company, along with the corresponding figures of the
previous year, are presented in the table below:
Highlights of financial results for the year were as under: |
2024-2025 |
2023-2024 |
Revenue from Operations |
4741.97 |
2585.27 |
Other Income |
50.36 |
6.16 |
Total expenses |
4692.28 |
2531.31 |
Profit Before Tax |
100.05 |
60.12 |
Tax expenses: |
|
|
Current tax |
36.53 |
19.97 |
Deferred tax |
(50.79) |
(26.65) |
Profit After Tax |
114.31 |
66.80 |
Other Comprehensive Income |
6.81 |
(11.64) |
Total Comprehensive Income for the year |
121.13 |
55.16 |
Earnings per share |
0.45 |
0.32 |
2.State of affairs of the Company:
During the year, the Company has registered a profit of Rs. 121.13 lakh from the
operation of the company as against profit of Rs. 55.16 lakh from previous financial year.
Your Company posted total income and net profit of Rs. 4792.33 Lakh and Rs. 121.13 Lakh
respectively, for the financial year ended March 31, 2025, as against Rs. 2591.43 Lakh and
Rs. 55.16 Lakh respectively, in the previous financial year. Your Company has transferred
an amount of Rs. 55.33 Lakh to Reserve Fund under Section 45-IC of the RBI Act, 1934.
3. SHARE CAPITAL:
As at March 31, 2025, the issued, subscribed and paid-up share capital of your Company
is 29,95,99,630/- (Rupees Twenty Nine Crore Ninety five lakh Ninety Nine Thousand Six
Hundred and Thirty Only) comprising of 2,99,59,963(Two Crore Ninety Nine Lakh Fifty Nine
Thousand Nine Hundred and Sixty Three) equity shares of ' 10 each as on March 31, 2025.
Capital structure of the company during the financial year 2024-2025.
Class of shares-Equity |
Authorized capital |
Paid up capital |
Number of equity shares |
5,00,00,000 |
2,99,59,963 |
Nominal amount per share (in INR) |
10 |
10 |
Total amount of equity shares (in INR) |
50,00,00,000.00 |
29,95,99,630.00 |
During the year, your Company has issued 4,82,679 and 3,32,77,78 equity shares. The
details of which are provided below:
Sl.No DATE OF ALLOTMENT |
TYPE OF INSTRUMENT |
NO OF SECURITIES |
TYPE OF ISSUE |
1. 24/04/2024 |
Equity |
482679 |
Preferential Allotment |
2. 30/09/2024 |
Equity |
2781248 |
Preferential Allotment |
There was no re-classification or sub-division of the authorized share capital,
reduction of share capital, buy-back of shares, change in the capital structure resulting
from restructuring, or change in voting rights in respect of any class of the share
capital of the company during the financial year.
4. Listing of Shares
The Equity shares of the Company were listed on BSE Ltd. (BSE). The listing fee for the
financial years 2024-2025 were paid to the Stock Exchange.
5. Dividend
The Board of Directors of your Company has not recommended any dividend for the
financial year under review.
6. Capital Adequacy
Your Company's Capital Adequacy Ratio as of March 31,2025, stood at 32.31%, of the
aggregate risk-weighted assets on the balance sheet and risk-adjusted value of the
off-balance sheet items, which is well above the regulatory minimum of 15%.
7. Annual Return
Pursuant to Section 134 and Section 92(3) of the Companies Act, 2013 read with Rule
12(1) of the Companies (Management and Administration) Rules, 2014, a copy of the Annual
Return is placed on the website of the Company.
8. Revision of financial statement or the Report
The Company has not revised its Financial Statement or Board's Report during the
financial year
9. Ratings
The Infomerics Valuation And Rating Ltd.(Formerly lnfomerics Valuation And Rating Pvt.
Ltd.) had reaffirmed ratings for the various bank loan facilities availed by the Company,
during the financial year 2024-2025 ,details are given below:
Facilities |
Amount (Rs. crore) |
Current Ratings |
Previous Rating |
Rating Action |
Long Term Fund Based Facility- Term Loans |
16.44 |
IVR BBB-/STABLE (IVR Triple B-Minus with stable outlook) |
- |
Rating assigned |
Long Term Fund Based Limits -OD |
30.50 |
IVR BBB-/STABLE (IVR Triple B-Minus with stable outlook) |
- |
Rating assigned |
Long Term Fund Based Proposed Term Loans |
53.06 |
IVR BBB-/STABLE (IVR Triple B-Minus with stable outlook) |
- |
Rating assigned |
10.RESOURCE MOBILISATION
a)Non-Convertible Debentures
During the year under review, the Company has raised Rs. 49,82,25,000 through the
issuance of privately placed Secured, Redeemable, Non-Convertible Debentures. The proceeds
of the issue have been utilized for augmenting the working capital resources of the
company and expanding the loan portfolio as well as for the general expansion activities
of the company.
Date of allotment |
Type of instrument |
No of Securities |
Total amount paid (including premium) (in Rs.) |
29/05/2024 |
Secured, Unrated, Unlisted, Redeemable, Fully Paid-Up Nonconvertible
Debentures |
58050 |
Rs. 1000 per debenture aggregating to Rs. 5,80,50,000 |
14/11/2024 |
Secured, Unrated, Unlisted, Redeemable, Fully Paid-Up Nonconvertible
Debentures |
69150 |
Rs. 1000 per debenture aggregating to Rs. 6,91,50,000 |
23/12/2024 |
Secured, Unrated, Unlisted, Redeemable, Fully Paid-Up Nonconvertible
Debentures |
38775 |
Rs. 1000 per debenture aggregating to Rs. 3,87,75,000 |
03/01/2025 |
Secured, Unrated, Unlisted, Redeemable, Fully Paid-Up Nonconvertible
Debentures |
200 |
Rs. 100000 per debenture aggregating to Rs. 2,00,00,000 |
10/02/2025 |
Secured, Unrated, Unlisted, Redeemable, Fully Paid-Up Nonconvertible
Debentures |
62250 |
Rs. 1000 per debenture aggregating to Rs. 6,22,50,000 |
14/03/2025 |
Secured, Unrated, Unlisted, Redeemable, Fully Paid-Up Nonconvertible
Debentures |
125000 |
Rs. 1000 per debenture aggregating to Rs. 12,50,00,000 |
24/03/2025 |
Secured, Unrated, Unlisted, Redeemable, Fully Paid-Up Nonconvertible
Debentures |
125000 |
Rs. 1000 per debenture aggregating to Rs. 12,50,00,000 |
b) Subordinated Debts
During the year under review, the Company has raised Rs. 30,82,29,000 through issuance
of subordinated, unsecured, redeemable in the form of subordinated debt for inclusion as
Tier II Capital.
c) Particulars Of Loans, Guarantees, or Investments Under Section 186 of Act
Pursuant to Section 186(11) (a) of the Act read with Rule 11(2) of the Companies
(Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security
provided in the ordinary course of business by an NBFC registered with the RBI are exempt
from the applicability of the provisions of Section 186 of the Act. As such, the
particulars of loans and guarantees have not been disclosed in this Report. During the
year under review, the Company has invested surplus funds in various securities in the
ordinary course of business.
11. DEBENTURE REDEMPTION RESERVE
Pursuant to notification issued by Ministry of Corporate Affairs on 16th August, 2019
in exercise of the powers conferred by subsections (1) and (2) of section 469 of the
Companies Act, 2013 (18 of 2013), the Central Government amended the Companies (Share
Capital and Debentures) Rules 2014,the principal rules, in rule 18, for sub-rule (7), the
limits with respect to adequacy of Debenture Redemption Reserve (DRR) and investment or
deposits for listed companies (other than All India Financial Institutions and Banking
Companies as specified in subclause (i)), Debenture Redemption Reserve is not required to
maintain in case of public issue of debentures as well as privately placed debentures for
NBFCs registered with Reserve Bank of India under section 45-IA of the RBI Act, 1934.
Therefore, the Company has not created DRR during the year ended 31 March 2025.
Further, the Company shall on or before the 30th day of April in each year, invest or
deposit, as the case may be, a sum which shall not be less than fifteen percent, of the
amount of its debentures maturing during the year ending on the 31st day of March of the
next year in the manner mentioned in Rule 18(7) (c). Accordingly, the Company has
deposited Rs. 211.51 Lakh in deposit account for debenture redemption.
12. DIRECTORS:
A) The composition of the Board of Directors as at March 31, 2025
SL. NO |
NAME OF THE DIRECTOR |
DIN |
DESIGNATION |
Changes during the year |
1 |
Joby George |
06429801 |
Executive Director |
- |
2 |
Abidh Abubakkar |
08569590 |
Executive Director |
- |
3 |
Sandeep Babu Thonnangamath |
08242822 |
Non-Executive - Non Independent Director |
- |
4 |
Manoj Karumathil |
09724286 |
Non-Executive - Non Independent Director |
- |
5 |
Ramanathan Balakrishnan |
09763977 |
Non-Executive - Non Independent Director |
Appointed as Non-Executive -Independent Director in the Board meeting
held on 23.12.2024 and the appointment was regularized on approval from shareholders
through Postal Ballot |
6 |
Murali |
10168844 |
Non-Executive - Non Independent Director |
Resignation due to personal reasons were accepted with effect from
10.10.2024 |
7 |
Dhanya Jose |
08760264 |
Non-Executive - Non Independent Director |
- |
8 |
Kanjirikkapallil Saithumuhammad Anvar |
10881401 |
Non-Executive - Non Independent Director |
- |
9 |
Adayadiyil George Varughese |
08842948 |
Non-Executive - Non Independent Director |
Appointed as Non-Executive -Independent Director in the Board meeting
held on 23.12.2024 and the appointment was regularized on approval from shareholders
through Postal Ballot. |
10. |
Tomin Joseph Thachankary |
10245283 |
Non-Executive - Non Independent Director |
Appointed as Independent Director in the Board meeting
held on 15-10-2024. |
|
|
|
|
Resigned due to personal reasons on 10-06-2025. |
11 |
Joly Sebastian |
10168844 |
Non-Executive - Independent Director |
- |
B) CHANGE IN DIRECTORSHIP DURING THE PERIOD WHICH HAVE OCCURRED BETWEEN THE END OF THE
FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT.
Changes in Directors are given below:
SL.NO |
NAME |
Nature of change and With effect from |
1. |
ADAYADIYIL GEORGE VARUGHESE |
Appointed as Non-Executive -Indepedent Director in the Board meeting
held on 23.12.2024 and the appointment was regularized on approval from shareholders
through Postal Ballot. |
2. |
RAMANATHAN BALAKRISHNAN |
Appointed as Non-Executive Non-Independent Director in the Board
meeting held on 23.12.2024 and the appointment was regularized on approval from
shareholders through Postal Ballot |
3. |
MURALI NA |
Resignation of the director was accepted with effect from 10.10.2024. |
4. |
TOMIN JOSEPH THACHANKARY |
Appointed as Independent Director in the Board meeting held on
15-10-2024 and resigned on 10-06-2025 due to personal reasons. |
B. COMPOSITION OF THE BOARD OF DIRECTORS AFTER THE END OF THE FINANCIAL YEAR AND UP TO
THE DATE OF THIS REPORT.
SL.NO |
NAME |
DIN |
DESIGNATION |
01 |
JOBYGEORGE |
06429801 |
MANAGING DIRECTOR |
02 |
ABIDH ABUBAKKAR |
08569590 |
EXECUTIVE DIRECTOR |
03 |
SANDEEP BABU |
08242822 |
NON-EXECUTIVE DIRECTOR |
04 |
THONNANGAMATH |
09724286 |
INDEPENDENT DIRECTOR |
05 |
DHANYAJOSE |
09763977 |
INDEPENDENT DIRECTOR |
06 |
JOLY SEBASTIAN |
10168844 |
INDEPENDENT DIRECTOR |
07 |
MANOJ KARUMATHIL |
08760264 |
NON-EXECUTIVE DIRECTOR |
08 |
RAMANATHAN BALAKRISHNAN |
10881401 |
NON-EXECUTIVE - NON INDEPENDENT DIRECTOR |
09 |
ADAYADIYIL GEORGE VARUGHESE |
08842948 |
NON-EXECUTIVE - INDEPENDENT DIRECTOR |
C. Directors retiring by rotation
In accordance with the provisions of Section 152 of Companies Act, 2013, Shri. SANDEEP
BABU THON- NANGAMATH (DIN:08242822) will retire by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for re-appointment.
D. Re-appointment of Independent Directors
During the current financial year 2024-25, there were no re-appointment of Independent
Directors.
E. Approval of the Members will be sought at the forthcoming Annual General Meeting to
the following appointments.
There is no approval of the members sought with respect to the Composition of Board of
Directors at the forthcoming Annual General Meeting of the Company.
13. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the financial year, 12 Meetings of Board of Directors were convened and held,
the details of which are given in there part on Corporate Governance, which is forming a
part of this Directors' Report. The intervening gap between the said Meetings of Board of
Directors was within the period prescribed under the Companies Act, 2013. The details of
the Board and Committee Meetings and the attendance of Directors thereat, forms part of
the Corporate Governance Report, which is annexed to this Directors' Report.
14. Board evaluation
The Board of Directors has carried out an annual evaluation of its own performance,
board committees, and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations. The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from
the Committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance Note on Board Evaluation issued by
the Securities and Exchange Board of India. In a separate meeting of Independent
Directors, performance of Non Independent Directors, the Board as a whole and Chairman of
the Company was evaluated, taking into account the views of Executive and Non-Executive
Directors.
The Board and the NRC reviewed the performance of individual directors on the basis of
criteria such as contribution of the individual director to the Board and Committee
meetings like preparedness on the issues to be discussed, meaningful and constructive
contribution and inputs in meetings, etc. At the Board meeting that followed the meeting
of the Independent Directors and meeting of NRC, the performance of the Board, its
Committees, and individual directors was also discussed. Performance evaluation of
Independent Directors was done by the entire Board.
15.BOARD COMMITTEES
Our Company has constituted four Board-level Committees, namely, the Audit Committee,
the Nomination and Remuneration Committee, the Stakeholders Relationship Committee, and
the Risk Management Committee of the Board for monitoring and follow-up of fraud cases,
along with the Review Committee for Identification of Willful Defaulters. The composition,
roles, and responsibilities of these Committees, along with the details of meetings held
during the financial year and the attendance of members, are disclosed in the Corporate
Governance section of the Annual Report. Furthermore, the functions, terms of reference,
and responsibilities of these Committees are detailed in the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 (5) of the Companies Act, 2013, and based on
the representations received from the management, your Directors confirm that;
(i) In the preparation of the Annual Accounts for the year ended 31st March, 2025, the
applicable Accounting Standards have been followed and there are no material departures.
(ii) 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 your Company at the end of the financial year and of the profit &
loss of the company for the financial year ended 31st March, 2025.
(iii) Taken proper and sufficient care to the best of knowledge and ability for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of your Company and for preventing and
detecting fraud and other irregularities.
(iv) Prepared the Annual Accounts on a going concern basis.
(v) Had laid down internal financial controls to be followed by the company and that
such internal financial controls are adequate and were operating effectively.
(vi) Devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
17.KEY MANAGERIAL PERSONNEL
As on the date of this report, following are the Key Managerial Personnel(the
KMP") as per Section 203(1) read with Section 2(51)of the Act and Rule 8 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
SL.NO |
NAME |
DESIGNATION |
1. |
JOBYGEORGE |
MANAGING DIRECTOR |
2. |
RAJEEV M.R |
CHIEF FINANCIAL OFFICER |
3. |
LEENA YEZHUVATH |
COMPANY SECRETARY |
CHANGES DURING THE PERIOD WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF
THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
SL.NO |
NAME |
Nature of change and with effect from |
1. |
JITHIN GEORGE |
Resignation of Chief Financial Officer were accepted with effect from
15-07-2025. |
2. |
RAJEEV M.R |
Appointment of Chief Financial Officer with effect from 16-07-2025 |
CODE OF CONDUCT FOR BOARD AND SENIOR MANAGEMENT
In compliance with Regulation 26(3) of the Listing Regulations and the Act, the Company
has framed and adopted a Code of Conduct for Directors and Senior Management (the
Code"), which provides guidance on ethical conduct of business and compliance with
laws and regulations. All members of the Board and Senior Management personnel have
affirmed their compliance with the Code as of March 31, 2025. A declaration to this
effect, signed by the Managing Director/Executive Director in terms of the Listing
Regulations, is given in the Report of Corporate Governance forming part of this Annual
Report. The Code is made available on the Company's website.
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive
Information
The Board has formulated the Code of Practices and Procedures for Fair Disclosure of
Unpublished Price Sensitive Information (Fair Disclosure Code), for the fair disclosure of
events and occurrences that could impact the price discovery in the market for the
Company's securities. The Fair Disclosure Code also provides for maintaining uniformity,
transparency and fairness in dealings with all stakeholders and ensuring adherence to
applicable laws and regulations.
Prevention of Insider Trading
The Board of Directors of the Company has formulated and adopted a Code of Conduct to
regulate, monitor and report the trading of shares by insiders. This code lays down the
guidelines and procedures to be followed and disclosures to be made by the insiders while
dealing with shares of the Company and cautioning them of the consequences of
non-compliance.
18. PUBLIC DEPOSIT:
As you are aware, the Company is a Base Layer NBFC and hence, your Company being a
Non-Deposit Taking NBFC, has not accepted any deposits from the public during the year
under review.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars under the Companies (Disclosure of particulars in the report of the Board
of Directors) Rules, 1988 on the Conservation of Energy and Technologies absorption is not
applicable to your Company.
The Company is not having Foreign Exchange Earnings.
20. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED DURING FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENT RELATE AND THE DATE OF THE REPORT.
There have been no material changes and commitments affecting the financial position of
your Company which have occurred during the financial year to which the Financial
Statements relate and the date of the report except for the following:
1. During the year under review Shri. Adayadiyil George Varughese (Non-Executive &
Independent) and Shri. R Balakrishnan ((Non-Executive & Non-Independent) were
appointed in the Board meeting held on 23.12.2024 and the above appointments were
regularized on approval from shareholders through Postal Ballot.
2. Shri. Murali NA Non-Executive Independent Director resigned from the Board w.e.f
10th Octo- ber.2024 due to personal reasons.
3. Shri Tomin Joseph Thachankary (Independent Director) was appointed as Independent
Director in the Board meeting held on 15-10-2024 and resigned on 10-06-2025 due to
personal reasons.
4. Shri.Jithin George (Chief Financial Officer) resigned from the Company and accepted
with effect from 15-07-2025.
5. Shri. Rajeev M.R. (Chief Financial Officer) was appointed with effect from
16-07-2025.
21. DECLARATION BY DIRECTORS
The Company has received necessary declarations/ disclosures from each Independent
Directors of the Company under Section 149(7) of the Act and Regulation 25(8) of the SEBI
Listing Regulations that they fulfill the criteria of Independence as prescribed under
Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and have
also confirmed that they are not aware of any circumstance or situation, which exist or
may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgement and without any external influence.
The Independent Directors have also confirmed that they have registered themselves with
the Independent Director's Database maintained by the Indian Institute of Corporate
Affairs. All the Independent Directors have qualified in the online proficiency
self-assessment test or are exempted from passing the test as required in terms of Section
150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of
Directors) Rules, 2014. None of the Directors of the Company are disqualified from being
appointed as Directors as specified under Section 164(1) and 164(2) of the Act read with
Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014
(including any statutory modification(s) and or re-enactment(s) thereof for the time being
in force) or are debarred or disqualified by the Securities and Exchange Board of India
(SEBI"), Ministry of Corporate Affairs (MCA") or any other such
statutory authority. All the Directors of the Company have con that they satisfy the fit
and proper' criteria as prescribed under Chapter XI of Master Direction - Reserve Bank of
India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023. All
members of the Board and Senior Management have affirmed compliance with the Code of
Conduct for Board and Senior Management for the financial year 2024-25. Further, based on
these disclosures and confirmation, the Board is of the opinion that the Directors of the
Company are distinguished persons with integrity and have necessary expertise and
experience to continue to discharge their responsibilities as the Directors of the
Company.
22.STATUTORY AUDITORS AND THEIR REPORT:
Pursuant to the provisions of Sections 139 and 141 of the Companies Act 2013 and Rules
made thereunder, the Shareholders of the company in the 38th Annual General Meeting had
appointed M/s G Joseph & Associates, Chartered Accountants, Kochi (FRN:006310S)
statutory auditors to hold office till the conclusion of the of 43rd Annual General
Meeting.
Further, the Auditors' Report with an unmodified opinion", given by the
Statutory Auditors on the Financial Statements of the Company for FY 2024-25 is disclosed
in the Financial Statements forming part of the Annual Report. There has been no
qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in
their Report for the year under review.
23.SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Act and Rules thereunder and
Regulation 24A of the SEBI Listing Regulations.
M/s DV& Associates' (FRN: P2020KE083600) were appointed as the Secretarial
Auditors of the Company, to conduct Secretarial Audit for the term of 5 (Five) consecutive
years commencing from the financial year 2025-2026.
The Report of the Secretarial Auditor in Form MR-3 is annexed as Annexure B'.
There has been no qualification, reservation, adverse remark or disclaimer given by the
Secretarial Auditor in its Report for the year under review.
Company at its meeting of Board of Directors held on 14th August,2025, appointed
DV& Associates' (FRN: P2020KE083600),Practicing Company Secretaries, as a
Secretarial Auditors of the Company for an audit period of five consecutive years
commencing from April 01, 2025.
24. PERSONNEL & INDUSTRIAL RELATIONS
Industrial Relations were cordial and satisfactory. There were no employees whose
particulars are to be given in terms of Section 134(3)(q) of the Companies Act, 2013 read
with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
25. CORPORATE GOVERNANCE:
Your Company is committed to maintain the highest standards of Corporate Governance and
adheres to the Corporate Governance requirements set out by SEBI. The report on Corporate
Governance of the Company forms part of the Annual Report. The Quarterly Report on
Corporate Governance has been submitted by the Company to the Stock Exchanges, in terms of
Regulation 27(2) of the SEBI Listing Regulations. The said reports have been uploaded on
the website of the Company.
26. COMPLIANCE WITH SECRETARIAL STANDARDS
During the Financial year, the Company has complied with the provisions of applicable
Secretarial Standards viz. Secretarial Standard on meetings of the Board of Directors
(SS-1) and Secretarial Standard on General Meetings (SS-2)
27. SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES
During the year under review, your Company has no subsidiary, joint venture or
associate company. Also, the Company did not become a part of any Joint Venture during the
year.
28. CSR POLICY
As per the provisions of Section 135 read with the Section 198 of the Companies Act
2013, the company do not have CSR obligation for the year 2024-25. Accordingly, there has
been no meeting of CSR Committee held during the year.
29. RISK MANAGAMENT
Risk management forms an integral element of our business strategy. As a lending
institution, we are exposed to various risks that are related to our lending business,
especially in the Gold Loan space and operating environment. Our objective in risk
management processes is to appreciate, measure and monitor the various risks we are
subjected to and to follow the policies and procedures to address these risk elements
strictly in accordance with the directions from the RBI. The Company's Risk Management
Committee of the Board of Directors constituted in accordance with the Companies Act,
applicable RBI regulations, and the SEBI Listing Regulations has overall responsibility
for overseeing the implementation of the Risk Management Policy. The committee meets every
quarter to review the overall risk position and the Risk Management practices.
The Risk Management department periodically places its report containing major
developments in various components of risk areas during the reporting quarter and the
prevailing risk management measures to the committee for review and directions. The
committee's directions for improving the Risk Management Practices are implemented in the
Company, in letter and spirit. The primary responsibility for managing the various risks
on a day-to-day basis vest with the heads of the respective business units of the Company.
The Company has laid down a well-defined risk management mechanism covering the risk
mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A
detailed exercise is being carried out to identify, evaluate, manage and monitor business
risks. The Audit Committee and the Board periodically review the risks and suggest steps
to be taken to manage/ mitigate the same through a properly defined framework. During the
year, risk analysis and assessment was conducted and no major risks were noticed, which
may threaten the existence of the company.
30. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day to day business operations of
the company. The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work place, in business
practices and in dealing with stakeholders. The Code gives guidance through examples on
the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance
with the Code.
31. MANAGEMENT DISCUSSION AND ANALYSIS
A separate report on the Management discussion and analysis forms an integral part of
this report.
32. DECLARATION FROM INDEPENDENT DIRECTORS
Your Company has received necessary declarations from all Independent Directors of the
Company confirming that they meet the criteria of Independence as mentioned in Section 149
of the Act and SEBI Listing Regulations. Independent Directors have confirmed that they
have registered their names in the Independent Directors' Databank. In the opinion of the
Board, the Independent Directors continue to fulfil the criteria prescribed for an
independent director as stipulated in Regulation 16(1)(b) of the SEBI Listing Regulations
and Section 149(6) of the Act and are independent of the management of the Company.
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company other than the sitting fees,
commission, if any and reimbursement of expenses incurred for the purpose of attending the
meetings of the Board or Committees of the Company.
During the year, a meeting of Independent Directors was held on following dates
24-04-2024 and 30-09-2024 as required under the Companies Act, 2013 and in Compliance with
requirement under Schedule IV of the Act and as per requirements of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and discussed matters specified
therein.
33. FAMILIARISATION PROGRAMME FOR DIRECTORS:
At the time of appointing a Director, a formal letter of appointment is given to
him/her, which inter alia explains the role, function, duties and responsibilities
expected of him as a Director of the Company.
The Director is also explained in detail the Compliance required from him under the
Companies Act, 2013, SEBI (LODR) Regulations, 2015 and other relevant regulations and
affirmation taken with respect to the same. The Chairman and the Management has also one
to one discussion with the Directors to familiarize with the company's operations.
34. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code prohibits the purchase or the sale of Company's shares by the Directors
and the designated employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the Trading Window is
closed. The Board is responsible for the implementation of the Code.
All Board Directors and the designated employees have confirmed compliance with the
Code.
35. SECRETARIAL AUDIT
During the year under review, CS Vivek Kumar, Practicing Company Secretary (M.No.
F9353; CP No. 11036), DV & Associates, who was appointed as the Secretarial Auditor of
the Company has issued the Audit Report in respect of the secretarial audit of the Company
for the Financial Year ended March 31, 2025.
The Audit Report is attached as Annexure I and forms an integral part of this Report.
36. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of loans, guarantees and investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the Notes to Financial Statements forming part
of this report.
37. ANNUAL RETURN:
Pursuant to Section 134(3)(a) of the Act, the Annual Return (Form-MGT-07) of the
Company prepared as per Section 92(3) of the Act for the financial year ended March 31,
2025, will be hosted on the website of the Company.
38. DISCLOSURE REGARDING MANAGERIAL REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF
THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL) RULES, 2014
During the year under review, your Company enjoyed cordial relationship with workers
and employees at all levels. The company regards its employees as great asset.
For the particulars of employees as required to be disclosed in the Directors Report in
accordance with the Provisions of Section 197 of the Companies Act, 2013 read with Rule 5
(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014,
the Directors state that:
1. The ratio of the remuneration of each Director to the median remuneration of the
employees of the Company for the Financial Year 2024-25 and the percentage increase in
remuneration of each Managing Director during the financial year 2024-25 are as under:
Sr. No Name of director/ KMP |
Designation/ status |
Remuneration of director/ KMP for financial year 2024-25 |
% increase/(decrease) in Remuneration in the financial Year 2024-25 |
Ratio of remuneration of each director/ to median Remuneration of
employees |
|
|
Rs. In lakh |
% |
Times |
Remune ration paid to |
Director |
|
|
|
1 Joby George |
Managing Director |
24,00,000 |
NIL |
10.45 |
2. During the year under review, there is an increase of 4.491 % in the median
remuneration of employees.
3. There were 674 permanent employees on the rolls of Company as on March 31, 2025;
4. It is hereby affirmed that the remuneration paid is as per the Nomination &
Remuneration Policy of the Company.
Human Resources
As at March 31, 2025, the company had 278 employees on its rolls at various levels of
organizational structure compared to 674 in March 31, 2025. your Company has been
recognized as a Great Place To Work," reaffirming its commitment to fostering
an outstanding work environment for its employees. This achievement builds upon previous
successes from 2021-22, 2022-23, and 2023-24.
39.INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has robust internal control policies and procedures in place, commensurate
with the size, scale, and complexity of its operations. To ensure effective internal
controls across business process and systems, it has established a vigorous framework that
is designed to provide reliable and quality assurance related to its business and
operational performance. The adequacy and efficacy of these controls are evaluated on a
regular basis and ensure compliance with applicable laws and safeguard the Company assets.
The Company's Audit Committee is entrusted to review the Internal Control Systems and
the appointment of Internal Auditors for each of the business verticals of the Group. M/s.
Vasan & Wales is acting as the Internal Auditor of the company.
The Internal Auditor evaluates the adequacy of the internal control system in the
Company on the basis of Statement of Operations Procedure, instruction manuals, accounting
policy and procedures.
Your Company has established a robust, comprehensive, and well-documented internal
audit and internal control system designed to ensure meticulous compliance across all
operational levels. Over the years, the internal audit function has evolved into a vital
pillar of governance,aligned with the scale, complexity, and geographic reach of the
Company's business operations. The internal control framework is structured to safeguard
and protect the Company's assets, prevent revenue leakages, and ensure the integrity of
income streams. It also facilitates accurate and reliable financial reporting, thereby
enhancing stakeholder confidence. The Internal Audit function operates as an independent
and objective assurance and consulting activity, with adequate authority and
organizational standing. It works in close coordination with the Risk Management and
Compliance Departments to:
Assess the effectiveness and adequacy of internal controls.
Monitor adherence to established policies and procedures.
Ensure statutory and regulatory compliance; and
Evaluate overall governance, risk, and control environment.
The Company's internal audit practices are founded on transparency, independence, and
accountability, forming a crucial part of its corporate governance.
40. RELATED PARTY TRANSACTIONS:
Contracts/arrangements/transactions entered by the Company during the FY 2024-2025 with
related parties under Section 188 of the Act were in ordinary course of business and on
arm's length basis. During the year, the Company had not entered into any
contract/arrangement/transaction with related parties which could be considered material
in accordance with the provisions of Regulation 23 of SEBI LODR and the Company's policy
on related party transactions. Therefore, particulars of contracts/arrangements with
related parties under Section 188 in Form AOC-2 is enclosed as Annexure II with this
report.
41. PERFORMANCE EVALUATION OF BOARD, COMMITTEES & INDIVIDUAL DIRECTORS
A formal evaluation of the performance of the Board, it's Committees, the Chairman and
the individual Directors was carried out for the year 2024-25 by the Nomination &
Remuneration Committee.
As part of the evaluation process, the performance of Non-independent Directors, the
Chairman and the Board was done by the Independent Directors. The performance evaluation
of the respective Committees and that of independent and Non-Independent Directors was
done by the Board excluding the Director being evaluated. The Directors expressed
satisfaction with the evaluation process.
42. NOMINATION AND REMUNERATION POLICY:
Pursuant to the provisions of Section 178(3) of the Act and Regulation 19 of the SEBI
Listing Regulations, the Board has formulated Nomination and Remuneration Policy of the
Company which inter alia, includes the criteria for determining qualifications, positive
attributes and independence of Directors, identification of persons who are qualified to
become Directors, Key Managerial Personnel and Senior Management. The Nomination and
Remuneration Policy also covers the Remuneration of the Directors, Key Managerial
Personnel, Senior Management and other employees of the Company. The Nomination and
Remuneration Policy is available on the website of the Company.
43. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company has in place a whistleblower policy, to support the Code of conduct of the
Company. This policy documents the Company's commitment to maintain an open work
environment in which employees, consultants and contractors are able to report instances
of unethical or undesirable conduct, actual or suspected fraud or any violation of
Company's Code of conduct at a significantly senior level without fear of intimidation or
retaliation.
44. DETAILS OF FRAUDS REPORTED BY AUDITORS
Pursuant to sub-section 12 of Section 143 of the Act, the Statutory Auditors and the
Secretarial Auditors of the Company have not reported any instances of material frauds
committed in the Company by its officers or employees.
45. POLICY FOR PREVENTION OF SEXUAL HARASSMENT (POSH) OF WOMEN AT WORKPLACE:
In accordance with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules made there under, the
Company formulated an internal Policy on Sexual Harassment at Workplace (Prevention,
Prohibition and Redressal) during the year under review. An internal Complaint Committee
has been set up to redress complaints received regarding sexual harassment. All woman
employees (permanent, contractual, temporary, trainees) are covered under this policy.
During the year under review there were no complaints received by the Company related
to sexual harassment.
46. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVEN-
TION,PROHIBITION AND REDRESSAL) ACT, 2013
Your Company remains committed to ensuring a safe and respectful workplace environment,
and continues to take necessary steps to strengthen awareness, training, and redressal
mechanisms under the POSH framework. The Company has an Internal Committee, in line with
the requirements of the POSH Act and the Rules made thereunder for reporting and
conducting inquiry into the complaints made by the victim of the sexual harassments at the
workplace. The functioning of the said Committee is in line with the provisions of the
POSH Act.
47. COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961
Your Company demonstrates its commitment to the well-being of its women employees by
complying with the provisions of the Maternity Benefit Act, 1961, and offering additional
benefits as part of its employee welfare initiatives. This adherence reflects the
company's core values, including sensitivity and integrity towards its workforce. The
Company confirms adherence to applicable provisions of the Maternity Benefit Act, 1961,
which include protection from dismissal or discharge during absence due to pregnancy or
maternity. The Company recognize employees as key stakeholders, as outlined in its
Grievance Redressal Policy for Stakeholders. The policy ensures that any
employee-related grievances, including those concerning maternity benefits, are handled
through an established redressal mechanism and emphasizes a fair, consistent, and
rule-abiding process for grievance resolution, with an escalation matrix available to
ensure timely and effective handling of all complaints.
48. APPLICABILITY OF COST AUDIT REQUIREMENTS
Maintenance of cost records as specified by the Central Government under sub-section
(1) of Section 148 of the Companies Act, 2013, is not applicable to the Company.
49. KNOW YOUR CLIENT POLICY:
Reserve Bank of India (RBI) has issued guidelines on Know Your Customer' (KYC)
Guidelines - Anti Money Laundering Standards for Non-Banking Finance Companies (NBFCs)
thereby setting standards for prevention of money laundering activities and corporate
practices while dealing with their customers vide Circular Nos.: DNBR (PD) CC No.
051/3.10119/2015-16, dated July 1, 2015. Similarly, KYC guidelines have been issued by
NSDL and CDSL on customer identification and proof of address at the time of opening the
account and for subsequent changes/modification etc. The Company has adopted all the best
practices prescribed by RBI from time to time and shall make appropriate modifications if
any necessary to this code to conform to the standards so prescribed.
50. INTERNAL FINANCIAL REPORT:
The Board has adopted policies and procedures for efficient conduct of business. The
Audit Committee evaluates the efficiency and adequacy of financial control system in the
Company, its compliance with operating systems, accounting procedures and policies at all
locations of the Company and strives to maintain the Standard in Internal Financial
Control.
51. COMPLIANCE WITH NBFC REGULATIONS
Your Company has complied with all the regulatory provisions of the Reserve Bank of
India applicable to Non-Banking Financial Company - Scale based regulations
Your Company's Capital Adequacy Ratio as of March 31,2025, stood at 32.31%, of the
aggregate risk-weighted assets on the balance sheet and risk-adjusted value of the
off-balance sheet items, which is well above the regulatory minimum of 15%.
52. LISTING WITH STOCK EXCHANGES
Your Company confirms that it has paid the Annual Listing Fees for the financial year
2024-25 to BSE where the Company's shares are listed.
53. DETAILS OF DEBENTURE TRUSTEE DURING THE FINANCIAL YEAR, THE FOLLOWING DEBENTURE
TRUSTEES ARE ASSOCIATED WITH THE COMPANY:
Catalyst Trusteeship Limited
Windsor, 6th Floor, Office No. 604, C.S.T. Road, Kalina, Santacruz (East), Mumbai -
400098
54. MATERIAL AND SIGNIFICANT ORDERS PASSED BY REGULATORS & COURTS:
No significant and material orders have been passed by any regulators or courts or
tribunals against the Company impacting the going concern status and Company's operations
in future.
55.MAINTENANCE OF COST RECORDS
The Company is an NBFC, and hence the requirement under sub-section (1) of section 148
of the Companies Act, 2013 w.r.t Maintenance of cost records is not applicable.
ACKNOWLEDGEMENT:
Our Directors express their sincere appreciation of the co-operation received from
shareholders, bankers and other business constituents during the year under review. Our
Directors also wish to place on record their deep sense of appreciation for the commitment
displayed by all executives, officers and staff resulting in the performance of the
Company during the year.
|
For and on behalf of the Board of Directors |
JOBYGEORGE |
SANDEEP BABU THONNANGAMATH |
Managing Director |
Director (DIN: 08242822) |
(DIN:06429801) |
|
Place: Kochi |
|
Date: 14.08.2025 |
|
|