TO THE MEMBERS,
Your Directors have pleasure in presenting the Forty Second Annual
Report of the Company together with the audited financial statements for the year ended
March 31, 2025.
1. (a) FINANCIAL SUMMARY OR HIGHLIGHTS/ PERFORMANCE OF THE
COMPANY
(Rs. in Lakhs)
| Particulars |
Year ended 31.03.2025 |
Year ended 31.03.2024 |
| Profit before Interest, Depreciation, Exceptional items &
Tax |
324.95 |
353.63 |
| Less: Finance Charge |
8.45 |
0.51 |
| Profit before Depreciation, Exceptional items & Tax |
316.50 |
353.12 |
| Less: Depreciation / Amortization |
52.15 |
23.88 |
| Profit before Exceptional items and Tax |
264.35 |
329.24 |
| Exceptional items |
58.53 |
- |
| Profit before Tax |
205.82 |
329.24 |
| Less: Tax Expenses – Current / Earlier years |
43.52 |
56.06 |
| Less : Deferred Tax for the year |
44.34 |
32.09 |
| Profit after Tax |
117.96 |
241.09 |
| Profit brought forward from earlier year |
1462.21 |
1,221.12 |
| Profit transfer from OCI Reserve: |
14.79 |
- |
| Profit available for Appropriation |
1594.96 |
1,462.21 |
| APPROPRIATIONS |
- |
- |
| Dividend including Dividend Tax |
- |
- |
| Profit carried to Balance Sheet |
1594.96 |
1,462.21 |
(b) PERFORMANCE, STATE OF COMPANY'S AFFAIRS AND CHANGE IN NATURE OF
BUSINESS:
Profit Before Tax of the Company for the year was Rs 205.82 Lakhs
(previous year Rs 329.24 Lakhs).
Net worth of the Company as on March 31, 2025 was Rs. 15475.95 lakhs
(previous year Rs. 12,960.18 lakhs).
During the year, the Company received the in-Principle approval from
the Exchanges to change its name from SMIFS Capital Markets Limited to Nexome Capital
Markets Limited since the Company wants to expand its business under the name
"NEXOME". There is no change in the nature of business of the Company during the
year under review.
Your Company is currently providing advisory services for a client
which is expected to complete by June 2025.
(c) CAPITAL
The paid up Equity Share Capital as on March 31, 2025 stood at Rs.
587.70 Lakhs divided into 58.77 equity shares of Rs.10/- each.
I. Preferential Allotment of Shares
During the year, the Board of Directors of the Company in their meeting
dated September 11, 2024 and pursuant to the approval from Members of the Company by way
of Postal Ballot, your Company has allotted 2,92,000 Equity Shares of face value of Rs.10
each at a price of Rs. 64 each to Merlin Resources Private Limited by way of preferential
issue aggregating to Rs. 1,86,88,000/- (Rupees One Crore Eighty-Six Lakhs and Eighty-Eight
Thousand Only) on October 25, 2024.
Consequent to aforesaid allotment of Equity Shares by way of
Preferential issue, the paid-up share capital of the Company has increased from 55,85,000
equity shares of face value of Rs. 10 each as at 31st March 2024 to 58,77,000 equity
shares of face value of Rs. 10 each as at 31st March 2025.
II. Preferential Allotment of Equity Convertible Warrants
During the year, the Board of Directors of the Company in their meeting
dated September 11, 2024 and pursuant to the approval from Members of the Company by way
of Postal Ballot has approved preferential issue of upto 19,20,000 Equity Convertible
Warrants, each carrying a right to subscribe to 1 fully paid-up equity share of the
Company of face value of Rs. 10 each, to Mr. Utsav Parekh, Panchganga Advisors Private
Limited, Monet Securities Private Limited, Forbes EMF, Chivas Trading Private Limited
aggregating to Rs. 12,28,80,000/- (Rupees Twelve Crores and Twenty-Eight Lakhs and Eighty
Thousand Only). The same was approved by the Members of the Company by way of Postal
Ballot. In terms of the approval and upon receipt of 25% of consideration, on 25 October
2024, your Company has allotted 19,20,000 Equity Convertible Warrants, by way of
preferential issue at a price of Rs. 64 per warrant.
The remaining 75% of the consideration will be paid at the time of
conversion of warrants into equity shares at any time on or before the expiry of 18
(eighteen) months from the date of allotment of the Warrants.
The funds raised by way of preferential issue of Equity Shares and
Equity Convertible Warrants have been utilised towards funding the business of the Company
by making Investment in Shares & Securities including investing in special situations,
long term and short term investing, tactical and opportunistic investments, debt funds,
capital requirement for the purpose of repayment or part prepayment of borrowings of the
Company, working capital requirements.
(d) DIVIDEND
To conserve resources for future growth, your Board of Directors do not
recommend any dividend for the year.
(e) TRANSFERTOINVESTOREDUCATIONANDPROTECTIONFUND
Pursuant to the applicable provisions of the Companies Act, 2013 read
with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or
unclaimed dividends are required to be transferred by the Company to the IEPF established
by the Central Government, after the completion of seven years. Further, according to the
IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the shares in respect
of which the dividend has not been paid or claimed by the shareholders for seven
consecutive years or more shall also be transferred to the demat account created by the
IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividend
and shares.
Attention is also being drawn that the unclaimed/unpaid dividend for
the financial year 2017-18 is due for transfer to Investor Education and Protection Fund
during October/ November 2025. In view of this, Members of the Company, who have not yet
encashed their dividend warrant(s) or those who have not claimed their dividend amounts,
may write to the Company/ Company's Registrar and Transfer Agents, M/s Maheshwari
Datamatics Private Limited.
(f)MANAGEMENTDISCUSSIONANDANALYSIS
Management Discussion and Analysis of financial condition and of
operations of the Company for the year under review as required under Regulation 34 of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock
Exchanges is given in the part on Corporate Governance elsewhere in the Annual Report
marked as "Annexure A".
2. FINANCE
The Company continues to focus on judicious management of its working
capital. The Company's long-term debt as on 31st March, 2025 was Rs. 297.32 lakhs
(Previous Year Rs. 4.8 lakhs).
3.1 DEPOSITS
The Company has not accepted any deposit falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014 from the public.
3.2 PARTICULARSOFLOANS,GUARANTEESORINVESTMENTS
The particulars of loans, guarantees and investments of the Company and
its wholly-owned subsidiary Company namely, SMIFS Capital Services Limited has been
disclosed in the financial statements.
4. INTERNALCONTROLSYSTEMSANDTHEIRADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The Internal Audit monitors and evaluates the
efficacy and adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies of the Company and its subsidiary.
Based on the report of internal auditors, corrective action is undertaken in respective
areas and thereby controls are strengthened. Significant audit observations and corrective
actions taken thereon are presented to the Audit Committee of the Board. The Company vide
its meeting of Committee of Directors held on March 31, 2025 has decided to implement
Cybersecurity and Cyber
Resilience Framework (CSCRF) w.e.f. April 01, 2025 in compliance with
SEBI Circular No. SEBI/HO/ITD-1/ ITD_CSC_EXT/ P/ CIR/ 2024/ 113 on Cybersecurity and Cyber
Resilience Framework (CSCRF) for SEBI regulated entities which is mandatory for all the
Merchant Bankers.
5. SUBSIDIARYCOMPANY
As on March 31, 2025, there is one wholly-owned subsidiary Company
namely, SMIFS Capital Services Limited. Statement required under Section 129(3) of the
Companies Act, 2013 in respect of the Subsidiary Company is attached herewith.
FINANCIALSUMMARYORHIGHLIGHTS/PERFORMANCEOFTHESUBSIDIARYCOMPANY
(Rs. in Lakhs)
| Particulars |
Year ended 31.03.2025 |
Year ended 31.03.2024 |
| Profit/(Loss) before Interest, Depreciation & Tax |
0.71 |
2.37 |
| Less: Finance Charge |
0.35 |
0.31 |
| Profit/(Loss) before Depreciation & Tax |
0.36 |
2.06 |
| Less: Depreciation / Amortization |
2.01 |
1.97 |
| Profit/ (Loss) before Tax |
(1.65) |
0.09 |
| Less : Tax Expenses |
(0.34) |
0.29 |
| Profit/ (Loss) after Tax |
(1.31) |
(0.20) |
| Profit/(Loss) brought forward from earlier years |
(45.64) |
(45.44) |
| Profit/(Loss) carried to Balance Sheet |
(46.95) |
(45.64) |
6. YEARINRETROSPECTANDFUTUREOUTLOOK
The financial year 2024-25 began on a promising note as supplies of
goods were improving, financial markets exuded greater optimism and globally central banks
were steering their economies towards a soft landing. In December 2024, President Trump
sparked trade tensions by targeting India's high tariffs under his "America
First Trade Policy". On 2nd April 2025 USA announced reciprocal tariffs: a minimum
flat 10% tariff on all imports from various countries as well as country-specific rates
mirroring foreign levies on US goods, citing unfair trade practices and tariff asymmetry
as threats to US economic stability. For India, a 26% duty on exports to USA starting 9th
April, 2025 was announced. However, in a significant shift from his earlier aggressive
stance, President Trump announced a 90 day pause on implementing new reciprocal tariffs on
India which meant 10 % flat duty on all imports, while maintaining high tariffs on Chinese
imports which has later been revised to 30% tariff for 90 days. This signals a strategic
reconsideration amidst global supply chain challenges and evolving geopolitical
priorities. For India, these developments could have a significant impact on exports by
various sectors like textiles, gems and jewellery etc.
Auto parts, steel, and aluminum are not covered in the recent tariff
orders as they are already subject to the Section 232 tariffs of 25% announced on 26 March
2025. Auto parts exports for which the US is a key market, may face headwinds.
India's exports of semiconductor devices to the US were approximately US$ 1.81
billion in 2023. Thus, acknowledging their critical role in global supply chains,
semiconductors have been exempted from these tariffs. Amongst the global turmoil and near
recessionary conditions in many countries, India remains one of the fastest growing
economies in the world. Reserve Bank of India in April 2025 has projected India's GDP
growth rate for the financial year 2025-2026 at 6.5 % and has estimated CPI inflation to
come down in 2025-26 to 4 %. IMF has cut India's GDP Forecast To 6.2% for 2025-26, which
is lower than RBI's estimates for the financial year 2025-26.
India's retail inflation has reduced from 5.4 per cent in 2023-24
to 4.9 per cent in 2024-25(April-December), aided by various government initiatives and
monetary policy measures. WPI inflation eased to a nine-month low of 0.85% in April, down
from 2.05% in March, driven by falling fuel prices and moderated food inflation. IMD and
Skymet have forecasted above normal and normal monsoon respectively for India in 2025.
Therefore, moderating inflation pressures and forecast of normal monsoon have opened up
possibility of interest rate cuts in India in the second half of 2025-26 as well after two
repo rate cuts of 25 basis points each in last few months.
Our economy is growing at a fast pace and this is evidenced by highest
GST revenue collection for April 2025 at Rs. 2.37 lakh crores. This represents a
significant 12.6% year on year growth driven by a strong demand in domestic transactions
(up 10.7%) and imports (up 20.8%). India's Industrial growth (IIP) for the financial
year 2024–25 was at 4% compared to 5.9% for the year 2023–24 which is expected
to accelerate in 2025-26. Inspite of a record US $824.9 billion worth of exports in
financial year 2024–25, India's trade deficit widened to US$ 94.26 billion, as
total imports rose by 6.85%, amounting to US$ 915.19 billion for the financial year.
India's services exports grew at one of the fastest rates over the last 18 years and
India's defence and electronics exports have risen rapidly.
India's fiscal deficit in 2024–25 has come down to 4.8% of
GDP and is estimated to come down to around 4.4% in 2025–26. Inspite of geopolitical
developments affecting crude prices, India has managed its crude imports well by
negotiating appropriate discounts from Russia and other exporting countries.
Amidst this volatility, our banking and non-banking financial service
sectors in India remain healthy and is well governed by the Regulator. The Indian Rupee
has also moved in an orderly manner in the financial year 2024 – 25.
As per IMF, India is likely to become the third largest economy in
2027. Capital expenditure has emerged as a key growth driver in India. Government has
accelerated public sector capital expenditure and private sector capital expenditure is
now catching up. Capacity utilization has now reached around 75 percent and corporates are
considering setting up new capacities. The Government has also come out with production
linked incentive schemes in various sectors which is boosting capital expenditure and
manufacturing.
On April 22, 2025, in a devastating attack in Pahalgam, militants
opened fire on tourists which led to the tragic demise of civilians. In response to the
terror attack, decisive action was taken by India in destroying terror infrastructure in
Pakistan and PoK. Pakistan approached India for a ceasefire which India accepted and our
markets moved up in the week thereafter also aided by trade agreement between USA and
China for a 90 day pause. BSE Sensex moved up from 73,651 on 31st March 2024 to 77,415 on
31st March 2025, a rise of 5.11 %. FIIs sold Rs. 3,99,939.69 crores worth of shares during
2024-25 as valuations became expensive and funds moved to developed markets during the
year.
7. LISTING OF THE SECURITIES OF THE COMPANY
Equity Shares of your Company continue to be listed on BSE Limited and
The Calcutta Stock Exchange Limited and the listing fees for the year 2025-26 have been
paid and 99.19 percent of the equity shares of your Company are held in dematerialized
form.
8. DIRECTOR'SRESPONSIBILITYSTATEMENT
Pursuant to the requirement under section 134(3)(c) of the Companies
Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed
that: (a) in the preparation of the Annual Accounts the applicable accounting standards
have been followed along with proper explanation relating to material departures.
(b) the directors have selected such accounting policies and applied
them consistently and made judgment 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 the profit and loss of the company for that period.
(c) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provision of this act
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities. (d) the directors have prepared the annual accounts on a going
concern basis.
(e) the directors, have laid down internal financial control to be
followed by the company and that such internal financial control are adequate and were
operating effectively, and (f) the directors have devised proper systems to ensure
compliance with the provision of all applicable laws and that such system were adequate
and operating effectively.
9. RELATEDPARTYTRANSACTIONS
All related party transactions that were entered, into during the
financial year were on an arm's length basis and were in the ordinary course of
business. There are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other designated persons
which may have a potential conflict with the interest of the Company at large.
All Related Party Transactions are placed before the Audit Committee as
also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on
a yearly basis for the transactions which are foreseen and are of repetitive nature. The
transactions entered into pursuant to the omnibus approval so granted are audited and a
statement giving details of all related party transactions is placed before the Audit
Committee and the Board of Directors for their approval on a yearly basis. The policy on
Related Party Transactions as approved by the Board is uploaded on the Company's
website. None of the Directors have any pecuniary relationship or transactions vis-?-vis
the Company. The particulars of contracts or arrangements with related parties referred to
in sub section (1) of section 188 entered by the Company during the financial year ended
31st March, 2025 has been disclosed in the financial statements.
10. DETAILSINRESPECTOFFRAUDSREPORTEDBYAUDITORSUNDERSUBSECTION(12)OF
SECTION 143 OF COMPANIES ACT 2013, OTHER THAN THOSE REPORTABLE TO THE
CENTRALGOVERNMENT
No material fraud by the company or on the company by its officers or
employees has been noticed or reported during the course of audit.
11. MATERIALCHANGESANDCOMMITMENTS
The Company received the approval from Registrar of Companies, Central
Processing Centre for changing its name from SMIFS Capital Markets Limited to Nexome
Capital Markets Limited on April 17, 2025. After which, the Company was officially listed
on the Exchanges i.e. BSE Limited and The Calcutta Stock Exchange Limited as Nexome
Capital Markets Limited w.e.f May 14, 2025 and May 09, 2025 respectively.
No other material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year to which these
financial statements relate and the date of this report.
12. SECRETARIALSTANDARDS
The Company is compliant with all the mandatory secretarial standards
as issued by the Institute of Company Secretaries of India (ICSI).
13. VIGILMECHANISMFORDIRECTORSANDEMPLOYEES
The Company has a Vigil Mechanism to deal with instance of fraud and
mismanagement, if any. The details of the Vigil Mechanism is explained in the Corporate
Governance Report and also posted on the website of the Company.
14. COSTRECORDS
Maintenance of cost records specified by the Central Government under
section 148(1) of the Companies Act, 2013 is not required as the company does not fall
under the ambit of prescribed class of companies who are required to make and maintain
cost records.
15. DISCLOSURE OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION, REDRESSAL) ACT, 2013
In accordance with The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 to provide for the effective enforcement
of the basic human right of gender equality and guarantee against sexual harassment and
abuse, more particularly against sexual harassment at work place, your Company has a
Policy on Prevention of Sexual Harassment at the Workplace duly approved by the Board of
Directors.
During the year, no complaint was reported under The Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
16.
CONSERVATIONOFENERGY,TECHNOLOGYABSORPTION,FOREIGNEXCHANGEEARNINGANDOUTGO
Particulars required under Section 134(3)(m) of the Act, read with Rule
8 of the Companies (Accounts) Rules, 2014, under the heads (a) conservation of energy; and
(b) technology absorption, are not applicable to the Company.
During the year there was no foreign exchange earnings (previous year
nil). Foreign Exchange outgo during the year aggregated to Nil. (Previous year Nil).
17. DIRECTORS
Composition of the Board of Directors of your Company fulfills the
criteria fixed by Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 with fifty per cent of the Directors being Independent Directors. Your
Board comprises of 8 (eight) directors out of which 4 (four) are independent directors.
During the year, as per the provisions of the Companies Act, 2013 and
other applicable laws, the appointment of Mr. Nitin Daga and Mr. Pratik Ghose was
confirmed as Non- Executive Independent Directors on May 31, 2024 via Postal Ballot.
Mr. Samarth Parekh and Mr. Anil Kumar Murarka were appointed as
Additional Directors of the Company in the Board Meeting held on April 04, 2025. Their
appointment was confirmed via Postal Ballot on May 09, 2025 as Joint Managing Director and
Non-Executive Independent Director respectively. Further, Mr. Ajay Kumar Kayan resigned
w.e.f. May 23, 2025 and Mr. Saharsh Parekh was appointed as a Non-Executive, Non-
Independent Director w.e.f. May 23, 2025.
Mr. Utsav Parekh is the Non- Executive Chairman.
Re-appointment of Managing Director
Mr. Kishor Shah has been re-appointed as Managing Director of the
Company with effect from April 1, 2024 for a further period of 3 (three) years and the
same was confirmed by the members at the Annual General Meeting by passing a Special
Resolution. Terms of appointment include payment of managerial remuneration as per the
provisions of Sections 196, 197, 203 and other applicable provisions, if any, read with
Schedule V, Part II, Section II (A) to the Companies Act, 2013.
Retirement by Rotation
Mr. Utsav Parekh, Non-Executive Director, retires by rotation in
accordance with the requirements of Companies Act, 2013 and Articles of Association of the
Company. He being eligible offers himself for re-appointment.
Brief resume of Mr. Utsav Parekh, nature of his expertise in specific
functional areas, names of companies in which he holds directorships and/or memberships /
chairmanships of committees of Board, his shareholdings are furnished in section on
Corporate Governance elsewhere in the Annual Report.
Resignation / Appointment of the Key Managerial Personnel
During the year, Mr. Shreemanta Banerjee tendered his resignation as
Chief Financial Officer cum Vice President (Finance and Taxation) in order to pursue other
career opportunities w.e.f. November 05, 2024 and he was re-appointed as Chief Financial
Officer cum Vice President (Finance and Taxation) w.e.f. November 26, 2024.
Apart from the aforesaid matter there were no other changes in the Key
Managerial Personnel and in the Management of the Company during the year.
Declaration by Independent Directors
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Independent
Directors have also confirmed that they have complied with Schedule IV of the Act and the
Company's Code of Conduct. The Board is of the opinion that the Independent Directors
of the Company possess requisite qualifications, experience and expertise in the fields of
finance, strategy and investments; and they hold the highest standards of integrity.
In terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended, Independent
Directors of the Company have included their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate Affairs ("IICA") and
have successfully completed the online proficiency self-assessment test conducted by IICA
within the prescribed time period, unless they meet the criteria specified for exemption.
Details of the separate meeting of the Independent Directors held and
attendance of Independent Directors therein are provided in the Report on Corporate
Governance forming part of this Report.
18.1 ANNUALPERFORMANCEEVALUATIONOFTHEBOARD
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an
annual performance evaluation of its own performance, the directors individually, Key
Managerial Personnel (KMP), Senior Management as well as the evaluation of the working of
its Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship
Committee. The manner in which the evaluation has been carried out has been explained in
the Corporate Governance Report.
18.2 NOMINATION&REMUNERATIONPOLICY
The Board has, on the recommendation of the Nomination &
Remuneration Committee framed a policy for selection and appointment of Directors, Senior
Management and their remuneration the contents of which are placed on the website of the
Company at www.smifscap.com.
18.3 MEETINGS
During the year seven (7) Board Meetings and five (5) Audit Committee
Meetings were convened and held, the details of which are given in the Corporate
Governance Report. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
19. AUDITORSANDTHEIRREPORTS 19.1 STATUTORY AUDITORS
M/s S K Agrawal and Co Chartered Accountants LLP, Statutory Auditors of
the Company hold office in accordance with the provisions of the Companies Act, 2013.
M/s S K Agrawal and Co Chartered Accountants LLP were appointed as the
Statutory Auditors of the Company for the second term of 5 years from the conclusion of
the Thirty Ninth Annual General Meeting until the conclusion of the Forty Fourth Annual
General Meeting of the Company subject to the ratification by the Members at every Annual
General Meeting, at a remuneration to be decided by the Board of Directors.
Since, the first proviso of Section 139 has been omitted w.e.f. May 7,
2018 by the Companies (Amendment) Act, 2017 which requires companies to place the
appointment of Statutory Auditors for ratification before the members at every Annual
General Meeting of the Company, the ratification of appointment of M/s S K Agrawal and Co
Chartered Accountants LLP as the Statutory Auditors of the Company will not be placed
before the Members at the ensuring
Annual General Meeting of the Company.
The observation made in the Auditor's Report are self-explanatory
and therefore, do not call for any further comments under Section 134(3)(f) of the Act.
19.2 SECRETARIALAUDIT
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 had appointed Mr. Sudhansu Sekhar Panigrahi, Company Secretary in Practice to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed
herewith as "Annexure B".
19.3 INTERNALAUDIT
M/s D.P. Sen & Co., Chartered Accountants, has been appointed as
Internal Auditors of the Company for financial year 2024-25. Internal Auditors are
appointed by the Board of Directors of the Company on a yearly basis, based on the
recommendation of the Audit Committee. The Internal Auditor reports their findings on the
Internal Audit of the Company, to the Audit Committee on a quarterly basis. The scope of
internal audit is approved by the Audit Committee.
20. AUDITORS'QUALIFICATION
(i) STATUTORYAUDITORS'QUALIFICATIONS
Qualifications contained in the Auditors' Report if any have been
dealt with in the Notes to financial statements and are self-explanatory.
(ii) SECRETARIALAUDITORS'QUALIFICATIONS
Qualifications contained in the Secretarial Auditors' Report if
any have been dealt with in the Notes to Form MR-3 and are self-explanatory.
21. PARTICULARSOFEMPLOYEES
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 given in "Annexure C".
22. ANNUALRETURN
Pursuant to the provisions of Section 92 (3) read with section
134(3)(a) of the Companies Act, 2013 the draft copy of the annual return for the F.Y.
2024-25 is uploaded on the website of the Company www.smifscap.com and the same can be
viewed by the members and stakeholders.
23. DETAILSOFSIGNIFICANTANDMATERIALORDERSPASSEDBYREGULATORSORCOURTS
ORTRIBUNALSIMPACTINGTHEGOINGCONCERNSTATUSANDCOMPANY'SOPERATIONS
INFUTURE
There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the Company and its
future operation.
24. DETAILSOFAPPLICATIONORNOPROCEEDINGISPENDINGUNDERTHEINSOLVENCYAND
BANKRUPTCYCODE,2016
The Company has not made any application or no proceeding is pending
under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
25. DISCLOSUREOFREASONFORDIFFERENCEBETWEENVALUATIONDONEATTHETIMEOF
TAKING LOAN FROM BANK AND AT THE TIME OF ONETIME SETTLEMENT
There were no instances of one-time settlement with any Bank or
Financial Institution.
26. ACKNOWLEDGEMENTS
Your Directors express their sincere appreciation of the co-operation
and assistance received from the shareholders, bankers, regulatory bodies and other
business constituents during the year under review.
|
For and on behalf of the Board of Directors |
| Regd.Office: |
|
| ‘Vaibhav' (4F), 4 Lee Road, |
Sd/- |
| Kolkata - 700 020 |
(UTSAVPAREKH) |
|
Chairman |
| The 23rd day of May, 2025 |
(DIN No. 00027642) |
|