Mar 31, 2018
Boardâs Report
TO
THE MEMBERS OF PAISALO DIGITAL LIMITED
The Board of Directors have pleasure in presenting the 26th Board''s Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2018.
Financial Highlights
The standalone financial performance of the Company for the Financial Year 2017-18 is summarized below:
Rs, in Million)
Particulars |
2017-18 |
2016-17 |
Total Income |
2,874.96 |
2,495.18 |
Less: Expenditure |
879.86 |
835.61 |
Profit Before Depreciation, Financial Cost & Tax (PBDIT) |
1,995.10 |
1,659.57 |
Less: Financial Cost |
1,147.62 |
883.75 |
Profit Before Depreciation & Tax (PBDT) |
847.48 |
775.82 |
Less: Depreciation |
4.26 |
3.96 |
Profit Before Tax (PBT) |
843.22 |
771.86 |
Less: Tax Expenses |
274.72 |
258.95 |
Net Profit After Tax (PAT) |
568.50 |
512.91 |
Add: Profit b/f from the Previous Year |
15.97 |
30.73 |
Profit Available for Appropriation |
584.47 |
543.64 |
Dividend Including Tax |
45.53 |
45.53 |
Provision for Standard Assets |
19.28 |
14.52 |
Expenditure on CSR Activities |
14.50 |
15.04 |
Transfer to General Reserve |
380.00 |
350.00 |
Transfer to Reserve Fund (RBI Act) |
113.70 |
102.58 |
Balance Carried to Balance Sheet |
11.46 |
15.97 |
The Company has posted a profit after tax (PAT) of ''568.50 Million for FY 2017-18 as compared to a PAT of ''512.91 Million for FY 2016-17.
Subsidiary
Nupur Finvest Private Limited, a registered Non Deposit taking Non-Banking Finance Company, is the only Subsidiary Company, of which the Company owns one hundred percent shares.
Nupur Finvest Private Limited is engaged in business to provide MSME and income generation loans for self employment purpose. At the year ended March 31, 2018, the net worth of the Company stood at ''531.80 Million. During the reporting period the subsidiary reported a gross income of ''310.52 Million and Profit Before Tax (PBT) and Profit After Tax (PAT) at ''46.00 Million Lakhs and ''30.79 Million respectively.
Consolidated Financial Statements
In compliance with the applicable provisions of Companies Act, 2013 including applicable Accounting Standard on Consolidated Financial Statements, this Annual Report also includes Consolidated Financial Statements for the Financial Year 2017-18. Consolidated Turnover was ''3043.55 Million as against ''2665.42 Million in the previous year.
Review of Operations
The Company is providing a number of financial products like Business Loans, SME & MSME Loans, Income Generation Loans for business/self-employment purpose. During the year under review Company has posted 18.035% increase in the total finance business of the Company.
Disbursements
During the Financial Year 2017-18, total disbursements (including figures of Subsidiary) reached to ''I7655.29IMillion. The Company is focusing to maintain the asset quality of its loan portfolio without compromising the risk profile.
Number of Customers
Total Customers outreach stood at 878682 being increased by I3.30 % as compared to previous year.
Net Worth and Capital to Risk Adjusted Ratio (CRAR)
The Net Worth of the Company increased to Rs,6034.90 Million as on March 3I, 20I8 from Rs,5524.I0 Million as on March 3I, 20I7. The Capital to Risk Adjusted Ratio (CRAR) stood at 3I.67% as on March 3I, 20I8 as against 38.08% as on March 3I, 20I7 which is much above the requirement as stipulated by Reserve Bank of India.
Dividend
Your Board is pleased to recommend a final dividend of Rs,I/- (Rupee One only) per share i.e. I0% on each fully paid equity share of Rs, I0/- (Rupees Ten Only) for Financial Year 20I7-I8.
Pursuant to the provisions of Section I24 (5) of the Companies Act, 20I3, Interim/Final dividend for the Financial Year 2009-I0 and 20I0-II amounted to Rs,30,029/- and Rs,I,0I,929/- respectively, which were unpaid and unclaimed for a period of 7 years from the date it was lying in the unpaid dividend account has been transferred by the company to the Investor Education and Protection Fund (IEPF) of the Center Government.
Fixed Deposits
Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposits was outstanding as on the date of balance sheet.
Launch of New App
"India is getting digital, so are weâ, keeping this aphorism in mind your Company launched the App "PAISALOâ in view to ease of finance and to eliminate the presence of the middle-man and to reduce corruption.
Through this mobile app any person who is in need of small finance can conveniently apply and borrow the amount ranging from Rs, I0,000 to ''50,000 from their digital device.
This app can be downloaded from Google Play Store and is available in two languages i.e. Hindi and English while availability in additional key regional languages will be part of our future growth strategy.
Name Change
Being a Non Deposit Accepting Systemically Important Non Banking Finance Company (ND-SI-NBFC) is engaged in the finance business and with the change of use of technology in the Company''s business and moving towards digitalized path, the Company w.e.f. January I2, 20I8, has changed its name from S. E. INVESTMENTS LIMITED to PAISALO DIGITAL LIMITED which in itself reflects the operations of the Company with its way of operation (finance with the use of digital platform). Further, your Board assures you that with the new name "Paisalo Digital Limited â the Company is and will always remain true to its motto -H.Hid.hy ^tf:" "Money is trust property of societyâ.
To celebrate this moment of name change and change of Company scrip ID/code on the Stock Exchanges, an Opening Bell Ceremony was organised at NSE Mumbai on January 24, 20I8.
Scheme of Amalgamation of Agarwal Meadows Private Limited into the Company
The Board of Directors of the Company, in their meeting held on February 23, 20I8, has approved the Scheme of Amalgamation of Agarwal Meadows Private Limited into Paisalo Digital Limited, pursuant to such Scheme, if approved by the National Company Law Tribunal and Other Authorities, all the assets and liabilities of Agarwal Meadows Private Limited will be transferred and vested in the Company with effect from December 3I, 20I7, being Appointed Date for the purpose the Scheme and the Company will issue 59I8 fully paid-up equity share of ''I0/- each for every I00 equity shares of Agarwal Meadows Private Limited of '' I00/- each as consideration to the shareholders of Agarwal Meadows Private Limited
As on the date of this Board''s Report the Scheme has been submitted to the Stock Exchanges for their Observation Letter/ NOC and after getting the NoC from Stock Exchange company will submit the same to NCLT for its approval.
Issue of Unlisted Unsecured Non-Convertible Debentures
During the year under review, Company has raised ''280 Million through issue of Unlisted Unsecured I2% Non-Convertible Debentures of '' I0.00 Million each on private placement basis.
Directors and Key Managerial Personnel Change in Directors or KMP
The following changes took place in the composition of Board of Directors during the year under review:
Mr. Gauri Shankar was introduced on Board of the Company as an Additional Independent Director of the Company w.e.f. July 22, 20I7. Further on September 26, 20I7 in the 25th Annual General Meeting of the Company his appointment was regularized and was appointed as the Independant Director of the Company for the term of the five years effective from July 22, 20I7.
Mrs. Bhama Krishnamurthy was introduced on the Board as the Additional Woman Independent Director w.e.f November 25, 20I7.
On November 25, 2017 Mr. Brij Lal Goel, Mrs. Anshu Gupta and Dr. Arun Gopal Agarwal resigned from the office of the Director of the Company.
The Board of the Company has appointed Mr. Anoop Krishna as an Additional Director of the Company w.e.f February 23, 20I8.
Further on April I2, 20I8, The Board of the Company has appointed Mr. Sunil Srivastava as an Additional Independent Director of the Company.
Other than that no other change took place in the Board of Directors of the Company. Appointment/Reappointment of Directors or KMP
In terms of Section I52 of Companies Act, 20I3, Mr. Harish Singh is liable to retire by rotation at the ensuing Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment.
Board of Directors in their Meeting held on January 30, 20I8 and May 2, 20I8 has reappointed Mr. Sunil Agarwal as Managing Director for further term of 5 years effecting from February 20, 20I8 and Mr. Harish Singh as Executive Director for further term of 5 year effecting from August I, 20I8, respectively and their such reappointment is proposed to be ratified in the upcoming Annual General Meeting.
Since the date of 25th Annual General Meeting of the Company, The Board of Directors has appointed Mrs. Bhama Krishnamurthy as Additional Independent Director, Mr. Anoop Krishna as Additional Professional Director and Mr. Sunil Srivastava has been appointed as Additional Independent Director of the Company to hold the office till the date of forthcoming Annual General Meeting. Keeping in the view the good experience, knowledge and expertise of all these Additional Directors in Banking Industry, Board believes that their association with the Company will be in the interest of the Company and will benefit the Company in its endeavours. Accordingly, Board recommends the appointment of Mrs. Bhama Krishnamurthy, Sunil Srivastava as Independent Director and Mr. Anoop Krishna as Professional Director in the forthcoming Annual General Meeting of the Company.
Number of Board Meetings
During the Financial Year 20I7-I8, Board of Directors met 8 times on April 28, 20I7, July 22, 20I7, August 23, 20I7, October 27, 2017, November 25, 2017, January 30, 2018 and February 23, 2018 (2:00 pm and 4:00 pm).
Declaration of Independence by Independent Directors
The Company has received the necessary declaration from each Independent Director in accordance with Section I49(7) of the Companies Act, 20I3, that he/she meets the criteria of independence as laid out in sub-section (6) of Section I49 of the Companies Act, 20I3 and Listing Regulation.
Policy on Directors Appointment and Remuneration
The Company strives to maintain an appropriate combination of Executive, and Independent Directors subject to a minimum of 3 (three) and maximum of 15 (fifteen) Directors, including at least one woman Director.
The Nomination & Remuneration Committee of the Company leads the process for Board appointments in accordance with the requirements of Companies Act, 20I3, listing agreement and other applicable regulations or guidelines. All the Board appointments are based on meritocracy.
The potential candidates for appointment to the Board are inter-alia evaluated on the basis of personal and professional ethics, standing, integrity, values and character; appreciation of the Company''s vision, mission, values; prominence in business, institutions or professions, professional skill, knowledge and expertise, financial literacy and such other competencies and skills as may be considered necessary.
In addition to the above, the candidature of an Independent Director is also evaluated in terms of the criteria for determining independence as stipulated under Companies Act, 20I3, Listing Regulation, guidelines issued by RBI and other applicable regulations or guidelines. In case of re-appointment of Directors, the Board shall take into consideration the results of the performance evaluation of the Directors and their engagement level.
The Company has Remuneration Policy for Directors, KMPs and other employees, which is reviewed by the Board of Directors of the Company, from time to time. The policy represents the overarching approach of the Company for the remuneration of Directors, KMPs and other employees.
Boardâs Responsibility Statement
Pursuant to the requirement under Section I34(3)(c), read with Section I34(5) of the Companies Act, 20I3 with respect to Board''s Responsibility Statement, it is hereby confirmed that:
a) in the preparation of the annual accounts for the financial year ended March, 31, 2018, the applicable accounting standards have been followed and there are no material departures from the same;
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 the Companies Act, 20I3 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;
e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Auditors & Audit Reports Statutory Auditor & Audit Report
M/s Mukesh Kumar & Co, Chartered Accountants, have been appointed as Statutory Auditor of the Company in its 25th Annual General Meeting held on September 26, 2017 for 3 years, subject to annual ratification. Accordingly Board of Directors recommends the ratification of appointment of Statutory Auditor of the Company.
The observations of Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further explanation. The Auditors of the Company have not given any adverse remarks or disclaimers in the report.
Secretarial Auditor and Secretarial Audit Report
In accordance with the provisions of Section 204 of the Companies Act, 20I3 and as a measure of good Corporate Governance practice, the Company in its Board Meeting held on January 30, 20I8 has appointed CS Satish Kumar Jadon, Practicing Company Secretary, as its Secretarial Auditor to conduct secretarial audit of the Company for financial year ended March 31, 2018. The Report of Secretarial Auditor for financial year ended March 31, 2018, being a part of this Board''s Report is enclosed herewith as Annexure A. The Report of Secretarial Auditor is self-explanatory and no explanation is required thereon from the Board of Directors of the Company.
Fraud reported by auditors under Section 143(12) other than those which are reported to the Central Government
Pursuant to provisions of Section I43(I2) of the Companies Act, 20I3, the Auditors of the Company have not reported about any fraud, which is being or has been committed in the Company by its officers or employees.
Particulars of Loans, Guarantees or Investments Under Section 186 of Companies Act, 2013
Being RBI registered Non-Banking Finance Company, in terms of Section 186(I I) of the Companies Act, 2013 the provisions of Section I86, except Sub-Section I of the said Section, shall not apply on the Company, hence disclosure under Section I34 (3) (g) of the Companies Act, 20I3, of particulars of the loans given, investments made or guarantees given or securities provided under Section I86 of the Companies Act, 20I3 is not applicable to the Company.
Related Party Transactions
During the year under review, transactions entered into with Related Parties, as defined under Companies Act, 2013 and SEBI (LODR) Regulations, 20I5, were in the ordinary course of business and at an arm''s length pricing basis, and do not attract the provisions of Sections I88 of the Companies Act, 20I3. Related party transactions under the ordinary courcse of business are disclosed in the Note no. 30 of the financial statement.
The details of the transactions with Related Parties were placed before the Audit Committee for its prior approval, from time to time.
Policy on materiality of related party transactions and on dealing with related party transactions is displayed on the website of the Company at www.paisalo.in.
Material Changes and Commitments, if any, Affecting the Financial Position of the Company
There are no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year of the Company and date of this Board''s Report.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Considering the nature of business undertaken by the Company during the year under review, the particulars pursuant to Section I34 (3) (m) of the Companies Act, 20I3 read with Rule 8 of the Companies (Accounts) Rules, 20I4, to the extent applicable, are as follows:
- Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption have not been furnished.
- Foreign Exchange earnings for the Company during the financial year under review was nil and Company''s Foreign Exchange outgo during the financial year under review was ''0.20 million.
Corporate Social Responsibility
In accordance with the provisions of Section I35 of the Companies Act, 20I3 read with rules made thereunder, Company has constituted a Corporate Social Responsibility Committee, which framed a Board approved CSR Policy for the Company, and the same is available on the website of the Company. CSR Policy of the Company has vision to make concrete efforts towards providing preventive health care, sustainable development of green environment and welfare of animal.
For the financial year 2017-18 the Company has decided to undertake its CSR activities through a registered trust a Company not for profit, which is engaged to develop start-ups in the space of Agribusiness and Technology domains and rural health care initiatives. Composition of CSR Committee as disclosed in Corporate Governance Section of this Annual Report as part of Board''s Report and other details as required under Companies Act, 20I3 is as annexed with this Report as Annexure B.
Details of Significant and Material Orders Passed by the Regulator or Courts or Tribunal Impacting the Going Concern Status and Companyâs Operation in Future
There is no order passed by the Regulators, Courts or Tribunals which would impact the going concern status of the Company and its future operations.
Risk Management Policy
Non-Banking Finance Companies (NBFCs) form an integral part of Indian financial system. NBFCs are required to ensure that a proper framework on Risk Management System is formulated and put in place. For this purpose Company, in addition to Audit Committee, has constituted Assets Liability Management Committee and Risk Management Committee to facilitate the Board to address the risk associated with the business of the Company and developed and implemented a risk management policy to ensure sustainable business growth with stability and promote a proactive approach in reporting, evaluating and resolving risks associated with the Company''s business. The Policy also highlights the functions, responsibilities and role of the Committees and Board to address the risks associated with the Company and to mitigate/ reduce the impact of the risk on the Company.
The Company follows a disciplined risk management process and takes business decisions with balanced risk-reward paradigm. Internal Financial Control
Your Company remains committed to improve the effectiveness of internal financial controls and processes which would help in efficient conduct of its business operations, ensure security to its assets and timely preparation of reliable financial information.
The internal financial controls with reference to the Financial Statements are adequate, in the opinion of the Board of Directors.
The Company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly.
The internal control is supplemented by an extensive programme of internal, external audits and periodic review by the Management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets. A firm of Chartered Accountants has been engaged by the Company for conducting internal audit, to examine and evaluate the adequacy and effectiveness of internal financial control system of the Company.
Internal Financial Control System of the Company is modified continuously in accordance with the dynamic changes in the business conditions and to comply with the applicable laws, regulations, statutory and accounting requirements.
Human Resources
Company''s industrial relations continued to be harmonious during the period under review.
Your Company strives to provide the best work environment with ample opportunities to grow and explore. Healthy, cordial and harmonious industrial relations have been maintained by the Company at all levels.
Information required under Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013
The Company has a policy against sexual harassment and process for dealing with complaints of harassment or discrimination in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Directors further state that during the year under review there was no case filed pursuant to the sexual harassment of women at workplace (Prevention Prohibition and Redressal) Act, 20I3.
Disclosures as per the Provision of Section 197 (12) of Companies Act, 2013
Information in accordance with provisions of Section, I97(I2) of the Companies Act, 20I3 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 20I4 are forming part of this report as Annexure C. The statement containing particulars of employees as required u
under Section I97 (I2) of the Companies Act, 20I3 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnal) rule 20I4 may be obtained by the members by the writing to the Company Secratary of the Company.
Credit Rating
Infomerics Valuation and Rating Pvt. Limited vide its letter dated March 26, 20I8, has assigned IVR A/Stable outlook rating to company''s fund based Bank facilities for an amount of ''9,900.00 Million
Further, M/s India Ratings & Research Private Limited (A Fitch Group Company) through its letter dated July 25, 20I7 has assigned following rating to Company''s instruments:
i) Long Term Banks Loans Limit of ''8,000.00 million (increased from ''6,500.00 million): Rating IND A-, Outlook-Positive; i) Long Term Debenture aggregating to ''1,000 million: Rating-IND A-, Outlook -Positive.
Compliance of Reserve Bank of India Guidelines
The Company always adheres to comply with applicable provisions of prudential norms, rules, regulations and guidelines issued by Reserve Bank of India for Non Banking Financials Companies.
Timely Repayment of Loan Liabilities
During the year under review, the Company has duly serviced all its debts obligations in time.
Extracts of Annual Return
Pursuant to section 92(3) of the Companies Act, 20I3 and Rule I2(I) of the Companies (Management and Administration) Rules, 20I4, Extracts of Annual Return in the form MGT-9 is annexed herewith as integral part of this Report as Annexure D.
Management Discussion and Analysis of Financial Conditions
An analysis of the financial conditions and results of operations of the Company for the year under review, has been represented in the Annual Report as a separate section on Management Discussion and Analysis as an integral part of this Annual Report.
Corporate Governance
Your Company strives to ensure that the best corporate governance practices are identified, adopted and consistently followed. It is ensured, that the practices being followed by the Company are in alignment with its philosophy towards Corporate Governance. Your Company believes that good corporate governance is the basis for sustainable growth of the business and effective management of relationship among constituents of the system and always works towards strengthening this relationship through corporate fairness, transparency and accountability. Your Company gives prime importance to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter and spirit.
The report on corporate governance forms an integral part of this report and is set out as separate section to this Annual Report.
Detailed compliance with the provisions of Listing Regulation for the Finance Year 2017-18 along with Certificate of Compliance from the Statutory Auditor, has been mentioned in the Corporate Governance Report Section of this Report which is annexed herewith as Annexure E.
Performance of the Board of Directors, Its Committees and Individual Directors
Mounting stakeholders'' expectations, challenges faced by the Companies to operate under fluctuating economic conditions and increased regulatory requirements have brought the quality of performance of the Board of Directors under greater scrutiny. The Board of Directors have recognised that it would be important for them to continually assess how effectively they are performing their roles against the objectives and the goals they have set for themselves. This growing recognition has resulted in Board''s evolutions as a critical structural tool for assessing Board''s effectiveness and efficiency.
Considering the above facts and in light of the Company''s performance, the performance of the Board of Directors and their committees, along with performance of individual Directors is reviewed and evaluated from time to time by Nomination and Remuneration Committee and the Board of Directors through various manner like discussion with Directors, seeking views of one Director from other Directors, inputs from the Directors through structured questionnaires covering the various aspects of the Board functioning such as adequacy of composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations, participation of Directors in the various matters, skill and knowledge of individual Director and independence of judgement, contribution towards development of the strategy, risk management. The Directors expressed satisfaction with the evaluation process. The performance of the Directors individually and collectively and performance of the committees are found satisfactory.
With the spirit of wealth creation for the stakeholders of the Company, your Directors are committed to give their efforts towards the development of the Company.
Independent Directors also reviewed the performance of the Board as a whole and assessed the quality and timeliness of the flow of the information between the Company Management and Board.
Acknowledgments
We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. Your Directors wish to place on record their gratitude for the valuable assistance and co-operation extended to the Company by Banks, Government Authorities, Customers, Shareholders of the Company and we are looking forward to their continued support and co-operation in future.
Date : May 2, 2018 For & on behalf of the Board of Directors
Place : New Delhi of Paisalo Digital Limited
Sd/- Sd/-
(Sunil Agarwal) (Harish Singh)
Managing Director Executive Director
DIN : 00006991 DIN : 00039501
Mar 31, 2017
Dear Members
The Board of Directors have pleasure in presenting the 25th Directors'' Report of the S. E. Investments Limited (The "Company") together with the Audited Financial Statements for the year ended March 31, 2017.
Financial Highlights
The standalone financial performance of the Company for the year ended 2016-17 is summarized below:
(Rs, in Lakhs)
Particulars |
2016-17 |
2015-16 |
Total Income |
24,951.77 |
19,336.69 |
Less: Expenditure |
8,356.05 |
5,945.89 |
Profit before Depreciation, Financial Cost & Tax (PBDIT) |
16,595.72 |
13,390.80 |
Less: Financial Cost |
8,837.49 |
6,487.43 |
Profit before Depreciation & Tax (PBDT) |
7,758.23 |
6,903.37 |
Less: Depreciation |
39.62 |
43.51 |
Profit Before Tax (PBT) |
7,718.61 |
6,859.86 |
Less: Tax Expenses |
2,589.46 |
2,346.72 |
Net Profit After Tax (PAT) |
5,129.15 |
4,513.14 |
Add: Profit b/f from the previous year |
307.30 |
350.23 |
Profit Available for Appropriation |
5,436.45 |
4,863.37 |
Dividend Including Tax |
455.38 |
455.38 |
Provision for Standard Assets |
145.18 |
68.06 |
Expenditure on CSR Activities |
150.35 |
180.00 |
Transfer to General Reserve |
3,500.00 |
2,700.00 |
Transfer to Reserve Fund (RBI Act) |
1,025.83 |
902.63 |
Transfer to Capital Redemption Reserve |
- |
250.00 |
Balance Carried to Balance Sheet |
159.71 |
307.30 |
The Company has posted a profit after tax (PAT) of Rs. 5,129.15 Lakhs for FY 2016-17 as compared to a PAT of Rs. 4,513.14 Lakhs for FY 2015-16.
Financial Cost for the year increased by 36.22 % to Rs. 8,837.49 Lakhs from Rs. 6,487.43 Lakhs in the last year. Review of Operations
The Company is providing a number of financial products like Business Loans, SME & MSME Loans, Income Generation Loans and easy EMI finance scheme which are expected to take the growth of the Company to a higher level.
Disbursements
During the financial year 2016-17, total disbursements (including figures of Subsidiary) reached to Rs. 1,48,201.34 Lakhs. The Company is focusing to maintain the asset quality of its loan portfolio without compromising the risk profile.
Number of Customers
Total Customers outreach stood at 7,74,190 being increased by 9.16 % as compared to previous year.
Net Worth and Capital to Risk Adjusted Ratio (CRAR)
The Net Worth of the Company increased to Rs.55,241 Lakhs as on March 31, 2017 from Rs.50514 Lakhs as on March 31, 2016. The Capital to Risk Adjusted Ratio (CRAR) stood at 38.08% as on March 31, 2017 as against 41.69 % as on March 31, 2016 which is much above the requirement as stipulated by Reserve Bank of India and is one of the best in the industry.
Dividend
Keeping in mind the overall performance and the outlook of your Company, for the financial year 2016-17, your Board is pleased to recommend a dividend of Re. 1/- (Rupee One only) per equity share i.e. 10% on each Equity Share of Rs. 10/- (Rupees Ten only). The dividend would be paid to all the shareholders, whose names appear in the Register of Members/ Beneficial Holders list on the Book Closure/Record date as decided by the Board.
Fixed Deposits
Company has not accepted any public deposits and as such no amount on account of principal or interest on public deposits was outstanding as on the date of balance sheet.
Directors and Key Managerial Personnel
Change in Directors or KMP
The Board of Directors of the Company is duly constituted. During the year under review, Mr. Sachin Agarwal has resigned from the Directorship of the Company w.e.f. May 6, 2016 other than that no other change took place in the composition of Board of Directors of the Company.
During the financial year 2016-17, w.e.f. January 24, 2017 Mr. Vishal Sharma has ceased to be Company Secretary of the Company due to his resignation and w.e.f. January 25, 2017 Mr. Manendra Singh has been appointed as Company Secretary of the Company by the Board of Directors.
Appointment/ Reappointment of Directors
In terms of Section 152 of Companies Act, 2013, Dr. Arun Gopal Agarwal (DIN: 00374421), Non-Executive Non Independent Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible for re-appointment, offers himself for re-appointment.
Mr. Gauri Shankar having a rich experience of banking industry, has been appointed as an Additional Independent Director on the Board w.e.f. July 22, 2017 to hold office till the date of forthcoming Annual General Meeting of the Company. Now the Board believes that the knowledge and expertise of Mr. Gauri Shankar will benefit the Company in its endeavors and in the opinion of the Board his continuous association will be in the interest of the Company. Accordingly, Board recommends his appointment as an Independent Director for five consecutive years in the forthcoming Annual General Meeting of the Company.
Number of Board Meeting
During the financial year 2016-17, Board of Directors met 7 times on May 7, 2016, August 13, 2016, September 8, 2016, September 17, 2016, October 22, 2016, January 25, 2017 and February 4, 2017.
Declaration of Independence by Independent Directors
Declaration have been given by all the Independent Directors of the Company confirming that they meet the criteria of independence as envisaged in Section 149(6) the Companies Act, 2013 and Listing Regulations.
Policy on Directors Appointment and Remuneration
In accordance with Section 178 of the Companies Act, 2013 the Board has, on the recommendation of Nomination and Remuneration Committee, approved the Policy for Appointment and Remuneration of Directors.
The objective of aforesaid Policy is to provide criteria for appointment of Directors, viz. experience, qualification, positive attributes, understanding of Company''s business, and social perspective, personal achievements and Board diversity. The policy also contains the provisions to ensure that Executive Directors, KMP and other employees are sufficiently compensated for their performance. Under the policy, Nomination and Remuneration Committee is entrusted with the responsibility to evaluate the various aspects relating to the appointment and remuneration of the Directors to the Board.
Directorsâ Responsibility Statement
Pursuant to the requirement under Section 134(3)(c), read with Section 134(5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:
a) in the preparation of the annual accounts for the financial year ended March, 31, 2017, the applicable accounting standards have been followed and there are no material departures from the same;
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 the Companies Act, 2013 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;
e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Subsidiary
Nupur Finvest Private Limited, a registered non deposit taking non-banking finance company, is the only subsidiary company, of which the Company owned hundred percent shares.
Nupur Finvest Private Limited is engaged in business to provide business and income generation loans to entrepreneurs. At the year ended March 31, 2017, the net worth of the Company stood at Rs. 5,164.74 Lakhs. During the reporting period the subsidiary reported a gross income of Rs.2102.55 Lakhs and Profit Before Tax (PBT) and Profit After Tax (PAT) at Rs. 328.52 Lakhs and Rs. 219.75 Lakhs respectively.
Auditors & Audit Reports
Statutory Auditors
M/s R. Lal & Company, Chartered Accountants, has been appointed as Statutory Auditors of the Company in 22nd Annual General Meeting of the Company held on September 30, 2014, for 3 years subject to annual ratification.
Pursuant to the provisions of Section 139 (2) the term of M/s R. Lal & Company, Chartered Accountants, is being completed on the conclusion of ensuing Annual General Meeting and could not be re-appointment as auditor of the Company at least for five years from the completion of their term.
Accordingly, as recommended by the Audit Committee, recommendation for appointment of M/s Mukesh Kumar & Co. Chartered Accountants (Firm Reg. no. 002040C), as Statutory Auditors of the Company, for a period of three years commencing from the conclusion of 25th Annual General Meeting until the conclusion of 28th Annual General Meeting (subject to annual ratification) will be placed before the Members, at the ensuing Annual General Meeting, for their approval.
The observations of Auditors in their report read with notes to the accounts are self-explanatory and do not call for any further explanation. The Auditors of the Company have not given any adverse remarks or disclaimers in the report.
Secretarial Auditor and Secretarial Audit Report
In accordance with the provisions of Section 204 of the Companies Act, 2013 and as a measure of good Corporate Governance practice, the Company had appointed CS Dimple Sachdeva, Practicing Company Secretary, as its secretarial auditor to conduct secretarial audit of the Company for financial year ended March 31, 2017. The Report of secretarial auditor for financial year ended March 31, 2017, being a part of this Directors'' Report is enclosed herewith as Annexure A. There are no qualifications, reservations or adverse remarks made by the secretarial auditor of the Company.
Fraud reported by auditors under Section 143(12) other than those which are reported to the Central Government
Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Auditors of the Company have not reported about any fraud, which is being or has been committed in the Company by its officers or employees.
Particulars of Loans, Guarantees or Investments Under Section 186 of Companies Act, 2013
Being RBI registered Non Banking Finance Company, in terms of Section 186(11) of the Companies Act, 2013 the provisions of Section 186, except Sub-Section 1 of the said Section, shall not apply on the Company, hence disclosure under Section 134 (3) (g) of the Companies Act, 2013, of particulars of the loans given, investments made or guarantees given or securities provided under Section 186 of the Companies Act, 2013 is not applicable to the Company.
Related Party Transactions
During the year under review, transactions entered into with Related Parties, as defined under Companies Act, 2013 and SEBI (LODR) Regulations, 2015, were in the ordinary course of business and at an arm''s length pricing basis, and do not attract the provisions of Sections 188 of the Companies Act, 2013. Such related party transactions are disclosed in the Note no. 29 of the financial statement.
The details of the transactions with Related Parties were placed before the Audit Committee for its prior approval, from time to time.
Policy on materiality of related party transactions and on dealing with related party transactions is displayed on the website of the Company at www.seil.in.
Material Changes and Commitments, if any, Affecting the Financial Position of the Company
There are no material changes and commitments affecting the financial position of the Company, which occurred between the end of the financial year of the Company and date of this Directors'' Report.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Considering the nature of business undertaken by the Company during the year under review, the particulars pursuant to Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, to the extent applicable, are as follows:
- Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption have not been furnished.
- Foreign Exchange earnings for the Company during the financial year under review was nil and Company''s Foreign Exchange outgo during the financial year under review was Rs. 1.80 Lakhs.
Corporate Social Responsibility
In accordance with the provisions of Section 135 of Companies Act, 2013 read with rules made there under, Company has constituted a Corporate Social Responsibility Committee, which framed a Board approved CSR Policy for the Company, same is available on Company''s website www.seil.in. CSR Policy of the Company has vision to make concrete efforts towards the animal welfare and also supported the cause of rural development, promoting education, providing preventive healthcare and sustainable development of green environment, provided they are covered as per the statutory requirements of social responsibility.
The Board of the Company has decided to undertake its CSR activities through a registered charitable trust and Company not for profit, which is engaged in the welfare of Mother Cow and rural health care initiatives. In the financial Year 2016-17, Company has made contribution of Rs.150.35 Lakhs in the corpus fund of the Trust and Company, which is more than 2% of Company''s average net profit of last three years of Rs.7,314.61Lakhs. Composition of CSR Committee as disclosed in Corporate Governance Section of this Annual Report as part of Directors'' Report and other details as required under Companies Act, 2013 is annexed with this Report as Annexure B.
Details of Significant and Material Orders Passed by the Regulator or Courts or Tribunal Impacting the Going Concern Status and Companyâs Operation in Future
There is no order passed by the Regulators, Courts or Tribunals which would impact the going concern status of the Company and its future operations.
Risk Management Policy
Non-Banking Finance Companies (NBFCs) form an integral part of Indian financial system. NBFCs are required to ensure that a proper framework on Risk Management System is formulated and put in place. For this purpose Company has constituted Assets Liability Management Committee and Risk Management Committee to facilitate the Board to address the risk associated with the business of the Company and developed and implemented a risk management policy to ensure sustainable business growth with stability and promote a proactive approach in reporting, evaluating and resolving risks associated with the Company''s business. The Policy also highlights the functions, responsibilities and role of the Committees and Board to address the risks associated with the Company and mitigate/reduce the impact of the risk on the Company.
The Company follows a disciplined risk management process and takes business decisions with balanced risk-reward paradigm. Detailed statement on risk management policy of the Company is discussed in separate section on Management Discussion and Analysis and it forms part of the Directors'' Report.
Internal Financial Control
Internal Financial Control System is an integral component of the Risk Management System of the Company. The internal financial control policies and internal audit program adopted by the Company play an important role to ensure the orderly and efficiently conduct of the Company''s business, including adherence to the Companies policies, safeguard of Company''s assets, proper utilization of available resources, the prevention and detection of frauds, reliability and accuracy of financial reporting.
A firm of Competent Chartered Accountants has been engaged by the Company for conducting internal audit, to examine and evaluate the adequacy and effectiveness of internal financial control system of the Company.
The Audit Committee of Board of Directors, Statutory Auditors and the Business Heads are periodically apprised the internal audit findings and corrective actions taken.
The Audit Committee of Board of Directors actively reviews the adequacy and effectiveness of internal financial control system and suggests improvements for strengthening them.
Internal Financial Control System of the Company is modified continuously in accordance with the dynamic changes in the business conditions and to comply with the applicable laws, regulations, statutory and accounting requirements.
Human Resources
Your Company strives to provide the best work environment with ample opportunities to grow and explore. The human resources development function of the Company is guided by a strong set of values and policies. Healthy, cordial and harmonious industrial relations have been maintained by the Company at all levels.
Information required under Sexual Harassment of Women at Work Place (Prevention, Prohibition & Redressal) Act, 2013
The Company has a policy against sexual harassment and process for dealing with complaints of harassment or discrimination in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. The Directors further state that during the year under review there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013.
Disclosures as per the Provision of Section 197 (12) of Companies Act, 2013
Information in accordance with provisions of Section, 197(12) of the Companies Act, 2013 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 have been annexed herewith as Annexure C to the Directors'' Report.
Credit Rating
As on the date of this Report, analysis is under process for Bank Loan Rating. Previously, it was "IND A-" as assigned by M/s India Ratings & Research Private Limited (A Fitch Group Company).
As per www.indiaratings.co.in rating symbols & definitions "IND A" is defined as "Instruments with this rating are considered to have adequate degree of safety regarding timely servicing of financial obligations. Such instruments carry low credit risk".
Compliance of Reserve Bank of India Guidelines
The Company always adheres to comply with applicable provisions of rules, regulations and guidelines issued by Reserve Bank of India.
Timely Repayment of Loan Liabilities
During the year under review, the Company has duly serviced all its debts obligations in time.
Extracts of Annual Return
Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Extracts of Annual Return in the form MGT-9 is annexed here with as an integral part of this Report as Annexure D.
Management Discussion and Analysis of Financial Conditions
An analysis of the financial conditions and results of operations of the Company for the year under review, has been represented in the Annual Report Under the head Management Discussion and Analysis as an integral part of this Report
Corporate Governance
The Company is committed to adhere to the good practices of governance. It is ensured, that the practices being followed by the Company are in alignment with its philosophy towards Corporate Governance. The Company believes that the Corporate Governance is all about effective management of relationship among constituents of the system of the system and always works towards strengthening this relationship through corporate fairness, transparency and accountability. In the Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter and spirit.
Detailed compliances with the provisions of Listing Regulation for the year ended 2016-17 along with the Certificate of Compliance from the Auditor, has been mentioned in Corporate Governance Report, which is annexed herewith as Annexure E.
Performance of the Board of Directors, Its Committees and Individual Directors
Mounting stakeholders'' expectations, challenges faced by the Companies to operate under fluctuating economic conditions and increased regulatory requirements have brought the quality of performance of the Board of Directors under greater scrutiny. The Boards have recognized that it would be important for them to continually assess how effectively they are performing their roles against the objectives and the goals they have set for themselves. This growing recognition has resulted in Board evolutions as a critical structural tool for assessing Board effectiveness and efficiency.
Considering the above fact and in the light of Company''s performance, the performance of the Board of Directors and their committees, along with performance of individual Director is reviewed and evaluated from time to time by Nomination and Remuneration Committee and the Board of Directors through various manner like discussion with individual director, by seeking views of one Director about the performance of other Directors, inputs from the Directors through structured questionnaires covering the various aspects of the Board functioning such as adequacy of composition of the Board and its Committee, Board culture, execution and performance of specific duties, obligations, participation of Directors in the various matters, skill and knowledge of individual Director and independence of judgment. The performance of the Directors individually and collectively and performance of committees are found satisfactory.
With the spirit of wealth creation for the shareholders of the Company, your Directors are committed to give their best efforts towards the development of the Company.
The Independent Directors at their separate meeting held on March 15, 2017, in full attendance, made an assessment and evaluation of the performance of Non Independent Directors, Managing Director and Chairman of the Company.
Independent Directors also reviewed the performance of the Board as a whole and assessed the quality and timeliness of the flow of the information between the Company management and Board.
Acknowledgments
The Board of Directors would like to place on record their gratitude for the commitment, dedication and hard work done by the employees of the Company and the co-operation extended by Banks, Government Authorities, Customers, Shareholders and Employees of the Company and we look forward for their mutual support and cooperation.
Date : 22nd July 2017 For & on behalf of the Board of Directors of
Place : New Delhi S. E. Investments Ltd.
Sd/- Sd/-
(Sunil Agarwal) (Harish Singh)
Managing Director Executive Director
DIN :00006991 D I N :00039501
Mar 31, 2013
The Directors have pleasure in presenting the Twenty First Annual
Report of your Company with the Audited Statement of Accounts for the
year ended March 31, 2013.
FINANCIAL HIGHLIGHTS
Your Company''s fnancial performance for the year under review has been
encouraging and is summarized below:
Particulars (Rs. In Lacs) (Rs. In Lacs)
2012-13 2011-12
Total Income 21904.28 21098.39
Less: Expenditure 5196.55 3825.30
Proft before Depreciation,
Interest & Tax (PBDIT) 16707.73 17273.09
Less: Interest 6261.23 7121.84
Proft before Depreciation & Tax (PBDT) 10446.50 10151.25
Less: Depreciation 57.21 76.24
Proft Before Tax (PBT) 10389.29 10075.01
Less: Provision for Tax 3344.67 3042.98
Proft After Tax (PAT) 7044.62 7032.03
Proft of Resulting Company 696.69
Net Proft After Tax (PAT) 7044.62 6335.34
Add: Proft b/f from the previous year 351.82 936.75
Proft Available for Appropriation 7396.44 7272.09
Dividend Including Tax 487.39 500.45
Provision for Standard Assets 19.70 13.41
Transfer to General Reserve 5000.00 5000.00
Transfer to Reserve Fund (RBI Act) 1408.92 1406.41
Balance Carried to Balance Sheet 480.43 351.82
review of Operations
The Company''s gross income for the fnancial year ended March 31, 2013
increased to Rs. 21904.28 Lacs from Rs. 21098.39 Lacs in the last year
registering a growth of over 3.82%.
Proft before Tax (PBT) of the Company increased by 3.12% to Rs.
10389.30 Lacs during the year, up from Rs. 10075.01 Lacs in the last
year.
Interest expenses for the year decreased by 12.08% to Rs. 6261.23 Lacs
from Rs. 7121.84 Lacs in the last year. Depreciation was at Rs.57.21
Lacs as against Rs. 76.24 Lacs in the last year. Net Proft for the year
increased by 11.20% to Rs. 7044.62 Lacs from Rs. 6335.34 Lacs in the
last year.
An amount of Rs. 1408.92 Lacs was transferred to Statutory Reserve Fund
pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, and
an amount of Rs. 5000 Lacs was transferred to the General Reserve
during the year under review. The Company''s Net Worth as on March 31,
2013, stood at Rs. 41894.35 Lacs, as against Rs. 36458.47 Lacs in the
last year.
Dividend
Your Directors have recommended a dividend of Re. 1/- (10%) per equity
share of Rs. 10/- each which will absorb Rs. 487.39 Lacs (inclusive of
dividend tax) for the fnancial year ended March 31, 2013. This
dividend, if approved at ensuing Annual General Meeting, will be paid
to (i) all those equity share holders whose name appear in the Register
of Members as on 24th September, 2013 (ii) to those whose name appear
as benefcial owners and are furnished by National Securities Depository
Ltd. and Central Depository Services (India) Ltd. for the purpose.
OpErAtIONS
The Financial Year 2012-13 was a year of satisfactory growth and the
same is detailed below:
Disbursements
The fnancial year 2012-13 was very signifcant for the Company in
creating a strong platfor m for sustained growth. TOTAL DISBURSEMENTS
(including fgures of subsidiary) reached Rs. 12870.90 millions during
fnancial year 2012- 13, recording 15.36% growth over Rs. 11156.91
millions achieved during fnancial year 2011- 2012. SEIL was successful
in augmenting its portfolio without increasing the risk profle, mainly
on account of increase in small loans and business loans.
Number of Customers
Total Customer Outreach stood at 561762 being increased by 7.41% as
compared to previous year.
Net Worth and Capital to Risk Adjusted Assets Ratio
The Net Worth of the Company improved to Rs. 41894.35 Lacs as on 31st
March, 2013 from Rs. 36458.47 Lacs as on 31st March, 2012. The Capital
to Risk Adjusted Assets Ratio (CRAR) stood at 39.28% as on 31st March,
2013 as against 36.37% as on 31st March, 2012 which is much above the
requirement as stipulated by Reserve Bank of India and is one of the
best in the industry.
fIXED DEpOSItS
The fxed deposits of the Company as on 31st March, 2013 stood at Rs.
2040.96 Lacs including accrued interest thereon against last year''s Rs.
2449.99 Lacs. There are Two (2) Unclaimed Matured deposit amounting to
Rs. 1.02 Lacs lying with the company as on 31st March, 2013. The
Company has decided not to accept/renew public deposit with effect from
1st October, 2012.
CREDIT RATING
The Bank Borrowings of the Company has been assigned rating of "CARE
A-" by CARE Limited which denotes "ADEQUATE SAFETY".
tIMELY rEpAYMENt Of LOAN LIABILITIES
The Company has not defaulted in payment of interest and/or repayment
of loans to any of the fnancial institutions and /or banks during the
year under review.
DIrECtOrS
In terms of Article 115 of the Articles of Association of the Company,
Shri Suresh Chand Sharma and Shri Brij Lal Goel, Directors, retire by
rotation and being eligible, offer themselves for reappointment at the
ensuing Annual General Meeting.
RBI GUIDELINES
The Company continues to comply with all the requirements prescribed by
the Reserve Bank of India as applicable to it.
SUBSIDIARY
We have only one subsidiary - M/s Nupur Finvest Private Limited (NBFC).
As per Section 212 of the Companies Act, 1956, we are required to
attach the Directors'' Report, Balance Sheet and Proft and Loss account
of our subsidiary. The Ministry of Corporate Affairs, Government of
India vide its circular no. 2/2011 dated February 8, 2011 has provided
exemption to companies from complying with Section 212, provided such
companies publish the audited consolidated fnancial statements in the
Annual Report. Accordingly, the Annual Report 2012-13 does not contain
the fnancial statements of our subsidiary but discloses the
consolidated fnancial statement giving information of its subsidiary.
The audited annual accounts and related information of our subsidiary,
where applicable, will be made available upon request. These documents
will also be available for inspection during business hours at our
registered offce at Delhi.
futurE prOSpECtS
The year 2012-13 has been satisfactory for the Company. While on one
hand, Company successfully scaled it operations through improved reach
and streamlined business to an ever growing consumer base, on the other
hand, it undertake funding initiatives, mitigating interest risk to a
large extent.
- SEIL plans to achieve new horizons in the Business loans including
Small and Medium Enterprises (SME)/ Priority sector, Lending to
Corporates, Individuals , Partnership Firms and others.
- SEIL proposes to open new branches at Bangalore, Pune, Indore,
Bhopal, Hyderabad and at other suitable business place.
- The Company is also looking to venture into other activities similar
in nature being housing loans for LIG (Low Income Group).
The Company and its subsidiary aims at leveraging the opportunities
provided by a growing economy and continues to see healthy growth in
its lending activities.
Our Company is continuously improving its performance and looking for
new areas for broader development in fnance sector. Through a variety
of innovative ideas & initiatives, we are looking at enhancing the
fnance facilities for weaker and poor section of the society.
SEIL sees growth opportunities in each of its existing business area
and will also be expanding the focus of activities to new areas,
arising from the strong growth momentum in the economy.
MANAGEMENt DISCuSSION AND ANALYSIS Of fINANCIAL CONDItION
Management Discussion and Analysis of fnancial conditions and results
of operations of the Company for the year under review, as required
under Clause 49 of the listing agreement with the Stock Exchanges, is
given as a separate statement forming part of the Annual Report.
rESIGNAtION Of DIrECtOrS
During the year Mr. Yashwant Rao Deshmukh and Dr. Shyam Lal Garg
resigned from Board of Directors and Committees on 16th May, 2012 and
24th July, 2012 respectively.
AppLICAbILItY Of CONSOrtIuM fINANCING GUIDELINES
Consortium Financing Guidelines issued by Reserve Bank of India during
the year is applicable to our Company. Pursuant to these guidelines,
Central Bank of India has been appointed as the Lead Bank/Custodian for
the same.
GOVErNANCE
Your Company is committed to adhere to the best practice of governance.
It is always ensured, that the practices being followed by the Company
are in alignment with its philosophy towards Corporate Governance. Your
Company believes that the Corporate Governance is all about effective
management of relationship among constituents of the system and always
works towards strengthening this relationship through corporate
fairness, transparency and accountability. In your Company, prime
importance is given to reliable fnancial information, integrity,
transparency, fairness, empowerment and compliance with law in letter
and spirit.
Your Company proactively follows Government principles and practices as
to meet the business and regulatory needs, which has enabled it to
emerge as one of the best corporate governed companies of India.
Detailed compliances with the provisions of Clause 49 of the Listing
Agreement for the year ended 2012-13 has been given in Corporate
Governance Report, which is attached and forms part of this report.
Certifcate from the Statutory Auditor of the Company, M/s R. Lal &
Company, Chartered Accountants, confrming compliance with conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report.
AuDItOrS & AuDItOrS'' rEpOrt
M/s R. Lal & Company, Chartered Accountants & M/s P M S & Co.,Chartered
Accountants, Joint Statutory Auditors of the Company retire at the
conclusion of the ensuing Annual General Meeting and, being eligible,
offer themselves for re-appointment. The Company has received a
certifcate from the Auditors to the effect that their re-appointment if
made, would be in accordance with the provisions of section 224(1B) of
the Companies Act, 1956. The Directors recommend the re-appointment of
M/s R. Lal & Company, Chartered Accountants & M/s P M S & Co.,Chartered
Accountants, as Joint Statutory Auditors of the Company.
The observations of Auditors in their report read with notes to the
accounts are self explanatory and do not call for any further
explanation.
huMAN rESOurCE DEVELOpMENt AND INDuStrIAL rELAtION
Your company strives to provide the best work environment with ample
opportunities to grow and explore. The human resources development
function of the Company is guided by a strong set of values and
policies. The details of initiatives taken by the Company for
development of human resources are given in Management Discussion and
Analysis Report.
The Company maintained healthy, cordial and harmonious industrial
relations at all levels.
pArtICuLArS Of EMpLOYEES
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, regarding employees is given in Annexure "A"
to the Directors'' Report.
DIrECtOrS'' rESpONSIbILItY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors'' Responsibility Statement, it is
hereby confrmed that:
(i) in the preparation of the accounts for the fnancial year ended on
March 31, 2013, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as at March 31, 2013 and of the proft of the Company for
the year under review;
(iii) the Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors have prepared the annual accounts of the Company on
a ''going concern'' basis.
ENErGY CONSErVAtION, tEChNOLOGY AbSOrptION AND fOrEIGN EXChANGE
EArNINGS AND OutGO:
After Demerger of Non Conventional Energy Division, Energy Generation
Projects stands transferred to S. E. Power Limited (Transferree
Company). Particulars required to be furnished under the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, are given under S. E. Power Limited Annual Report.
fOrEIGN EXChANGE EArNINGS AND OutGO:
Earnings : NIL
Outgo : 3.73 lacs
ACKNOWLEDGMENtS:
The Board of Directors wishes to place on record its appreciation for
the commitment, dedication and hard work done by the employees of the
Company and the co-operation extended by Banks, Government Authorities,
Customers, Shareholders and Employees of the Company and looks forward
to a continued mutual support and co-operation.
Place : New Delhi Sd/- Sd/-
Date : 2nd September, 2013 (Purushottam Agrawal) (Sunil Agarwal)
Chairman Managing Director
Mar 31, 2012
The Directors have pleasure in presenting the Twentieth Annual Report
at your Company with the Audited Statement of Accounts for the year
ended March 31, 2012.
FINANCIAL HIGHLIGHTS
Your Company's financial performance for the year under review has been
encouraging and is summarized below:
(Rs. In Lacs) (Rs. In Lacs)
Particulars 2011-12 2010-11
Total Income 21098.39 18143.66
Less: Expenditure 3825.3O 2905.59
Profit before Depreciation,
Interest After Tax (PBDIT) 17273.09 15238.07
Less Interest 7121.84 6201.76
Profit before Depreciation
& Tax (PBDIT) 10151.75 9036.31
Less: Deprerciation 76.24 427.68
Profit Before Tax (PBT) 10075.01 8608.63
Less: Provision for Tax 3042.98 2527.04
Profit After Tax (PAT) 7037.03 6081.59
Profit of Resulting Company 696.69 -
Net Profit After Tax (PAT) 6335.34 6081.59
Add: Profit b/f from the
previous year 936.75 1780.18
Profit Available for Appropriation 7272.09 7861.77
Dividend including tax 500.45 501.92
Provision for Standard Assets 13.41 206.77
Transfer to General Reserve 5000.00 5000.00
Transfer to Reserve Fund (RBI Act) 1406.41 1216.32
Balance Carried to Balance Sheet 351.82 936.76
REVIEW OF OPERATIONS
The Company's gross income for the financial year ended March 31, 2012
increased to Rs. 21038.39 Lacs from Rs. 18143.66 Lacs in the last year
registering a growth of over 16.29%.
The operating profit (PBDIT) of the Company increased by 13.35% to Rs.
17273.09 Lacs during the year, up from Rs. 15238.07 Lacs in the last
year.
Interest expenses for the year increased by 14.83% to Rs. 7121.84 Lacs
from Rs. 6201.76 Lacs in the last year. Depreciation was at Rs. 76.24
Lacs as against Rs. 427.68 lacs in the last year. Net Profit for the
year increased by 4.17% to Rs. 6335.34 Lacs from Rs. 6081.59 Lacs in
the last year.
An amount of Rs. 1406.41 Lacs was transferred to Statutory Reserve Fund
pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, and
an amount of Rs. 5000 Lacs was transferred to the General Resereve
during the year under review. The Company's Net Worth as on March 31,
2012, stood at Rs. 36458.47 Lacs, as against Rs. 34984.14 Lacs in the
last year.
DIVIDEND
Your Directors have recommended a dividend of Re. 1/- (10%) per equity
share of Rs. 10/- each which will absorb Rs. 471.40 Lacs (Inclusive of
dividend tax) for the financial year ended March 31, 2012. This
dividend, if approved at ensuing Annual General Meeting, will be paid
to (i) all those equity share holders whose name appear in the Register
of Members as on 21st September, 2012 (ii) to those whose name as
beneficial owners, are furnished by National Securities Depository Ltd
and Central Depository Services (India) Ltd. for the purpose.
OPERATIONS
The Financial Year 2011-12 was a year of significant growth and the
same is detailed below:
Disbursements
The financial year 2011-12 was very significant for the Company in
creating a strong platform for sustained growth. TOTAL DISBURSEMENTS
(including figures of subsidiary) reached Rs. 11156.91 millions during
financial year 2011 12, recording 16.80% growth over Rs. 9552.30
millions achieved during financial year 2010-2011. SEIL was successful
in augmenting its portfolio without increasing the risk profile, mainly
on account of increase in small loans and business loans.
Number of Customers
Total Customer Outreach stood at 522384 being increased by 37.15% as
compared to previous year.
Net Worth and Capital to Risk Adjusted Assets Ratio
The Net Worth of the Company improved to Rs. 36458.47 Lacs as on 31st
March, 2012 from Rs. 34984.14 Lacs as on 31st March, 2011. The Capital
to Risk Adjusted Assets Ratio (CRAR) stood at 36.37% as on 31st March,
2012 as against 35.87% as on 31st March, 2011 which is much above the
requirement as stipulated by Reserve Bank of India and is one of the
best in the industry.
FIXED DEPOSITS
The fixed deposits of the Company as on 31st March, 2012 stood at Rs
2449.99 Lacs excluding accrued Interest thereon against last year's Rs.
1884.43. No unclaimed matured deposits are lying with the company as on
31st March, 2012.
CREDIT RATING
The Bank Borrowing and fixed deposit programme of the Company is
assigned rating of "CARE A-" & "CARE A" by CARE Limited respectively
which denotes "ADEQUATE SAFETY".
TIMELY REPAYMENT OF LOAN LIABILITIES
The Company has not defaulted in payment of interest and/or repayment
of loans to any of the financial institutions and/or banks during the
year under review.
DIRECTORS
In terms of Article 115 of the Articles of Association of the Company,
Shri Purushottam Agrawal and Dr. Arun Gopal Agarwal, Directors, retire
by rotation and being eligible, offer themselves for re-appointment at
the ensuing Annual General Meeting.
REGULARIZATION OF ADDITIONAL DIRECTORS AS DIRECTORS
Mr. Brij Lal Goel was appointed as Additional Director on 16th May,
2012 and Mr. Dharam Vir Gupta was appointed as Additional Director on
24th July, 2012. As per the provisions of the Section 260 of the
Companies Act, 1956, Mr. Brij Lal Goel and Mr. Dharam Vir Gupta holds
office upto the date of the forthcoming Annual General Meeting of the
Company. The Company has received notice from a member proposing their
candidature for the office of Director.
CONSOLIDATION OF EQUITY SHARES
The equity shares of the company were consolidated from Ten Equity
Shares of the face value of Re. 1/- each into One Equity Share of the
face value of Rs. 10/- each in the meeting of the Board of Directors of
the company held on 24th September, 2011, pursuant to the Special
Resolution passed by the shareholders of the Company on 29th August,
2011. Record Date for consolidation was 5th October, 2011 as decided in
the meeting of Board of Directors of the Company.
SCHEME OF ARRANGEMENT AMONGST S. E. INVESTMENTS LIMITED, S.E. POWER
LIMITED AND THEIR RESPECTIVE SHAREHOLDERS
The Board of Directors of your company has approved the Scheme of
Arrangement amongst M/s. S. E. Investments Ltd. (Transferor Company),
M/s. S. E. Power Ltd. (Transferee Company) and their Respective
Shareholders in its meeting held on 19th November, 2010. The Appointed
Date for the said Scheme has been fixed as 30.09.2010.
The requisite majority of the Equity Shareholders, the Secured
Creditors and the Unsecured Creditors & Fixed Deposit Holders of the
Company in their respective meetings convened on 9th April, 2011 by
order of Hon'ble High Court of Delhi Dated 23rd February, 2011 have
approved the said Scheme of Arrangement Hon'ble High Court of Delhi has
approved the Scheme of Arrangement on 1st November, 2011.
RBI GUIDELINES
The Company continues to comply with all the requirements prescribed by
the Reserve flank of India as applicable to it.
SUBSIDIARY
We have only one subsidiary - M/s. Nupur Finvest Private Limited
(NBFC).
As per Section 212 of the Companies Act, 1956, we are required to
attach the Directors' Report. Balance Sheet and Profit and loss account
of our subsidiary. The Ministry of Corporate Affairs, Government of
India vide its circular no. 2/2011 dated February 8, 2011 has provided
exemption to companies from complying with Section 212, provided such
companies publish the audited consolidated financial statements in the
Annual Report. Accordingly, the Annual Report 2011-12 does not contain
the financial statements of our subsidiary but discloses the
consolidated financial statement giving information of its subsidiary.
The audited annual accounts and related Information of our subsidiary,
where applicable, will be made available upon request. These documents
will also be available for inspection during business hours at our
registered office at Delhi.
FUTURE PROSPECTS
The year 2011-12 has been a milestone for the Company. While on one
hand, Company successfully scaled it operations through improved reach
and streamlined business to an ever growing consumer base, on the other
hand, it undertake funding initiatives, mitigating interest risk to a
large extent.
- SEIL plans to achieve new horizons in the Business loans including
Small and Medium Enterprises (SME)/Priority sector, Lending to
Corporates, Individuals, Partnership Firms and others.
- SEIL proposes to open new branches at Banglore, Pune and Indore etc.
- The Company is also looking to venture into other activities similar
in nature being housing loans for LIG (Low Income Group).
The Company and its subsidiary aims at leveraging the opportunities
provided by a growing economy and continues to see healthy growth in
its lending activities.
Our Company is continuously improving its performance and looking for
new areas for broader development in finance sector. Through a variety
of innovative ideas & initiatives, we are looking at enhancing the
finance facilities for weaker and poor section of the society.
SEIL sees growth opportunities in each of its existing business area
and will also be expanding the focus of activities to new areas,
arising from the strong growth momentum in the economy.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
Management Discussion and Analysis of financial conditions and results
of operations of the Company for the year under review, as required
under Clause 49 of the listing agreement with the Stock Exchanges, is
given as a separate statement forming part of the Annual Report.
GOVERNANCE
Your Company is committed to adhere to the best practice of governance.
It is always ensured, that the practices being followed by the Company
are in alignment with its philosophy towards Corporate Governance Your
Company believes that the Corporate Governance is all about effective
management of relationship among constituents of the system and always
works towards strengthening this relationship through corporate
fairness, transparency and accountability. In your Company, prime
importance is given to reliable financial information, integrity,
transparency, fairness, empowerment and compliance with law in letter
and spirit.
Your Company proactively follows Government principles and practices as
to meet the business and regulatory needs, which has enabled it to
emerge as one of the best corporate governed companies of India.
Detailed compliances with the provision of Clause 49 of the Listing
Agreement for the year ended 2011-12 has been given in Corporate
Governance Report, which is attached and forms part of this report
Certificate from the Statutory Auditor of the Company, M/s. R. Lal &
Company, Chartered Accountants, confirming compliance with conditions
of Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report.
AUDITORS & AUDITORS' REPORT
M/s. R. Lal & Company, Chartered Accountants & M/s. P M S & Co.
Chartered Accountants, Joint Statutory Auditors of the Company retire
at the conclusion of the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. The Company has received
a certificate from the Auditors to the effect that their re-appointment
if made, would be in accordance with the provisions of section 224(1B)
of the Companies Act, 1956. The Directors recommend the re-appointment
of M/s. R. Lal & Company, Chartered Accountants & M/s. P M S & Co.,
Chartered Accountants, as Joint Statutory Auditors of the Company.
The observations of Auditors in their report read with notes to the
accounts are self explanatory and do not call for any further
explanation.
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATION
Your company strives to provide the best work environment with ample
opportunities to grow and explore. The human resources development
function of the Company is guided by a strong set of values and
policies. The details of initiatives taken by the Company for
development of human resources are given in Management Discussion and
Analysis Report.
The Company maintained healthy, cordial and harmonious industrial
relations at all levels.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, regarding employees is given in Annexure "A"
to the Directors' Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of The Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
(i) in the preparation of the accounts for the financial year ended on
March 31, 2012, the applicable standards have been followed along with
proper explanation relating to material departures.
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as at March 31, 2012 and of the profit of the Company for
the year under review.
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors have prepared the annual accounts of the Company on
a 'going concern' basis.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
After Demerger of Non Conventional Energy Division, Energy Generation
Projects stands transferred to S. E. Power limited (Transferree
Company). Particulars required to be furnished under the Company
(Disclosure of Particulars in the Report of Board of Directors) Rules,
1988, are given under S. E. Power Limited Annual Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Earnings NIL
Outgo NIL
ACKNOWLEDGMENTS:
The Board of Directors wishes to place on record its appreciation for
the commitment, dedication and hard work done by the employees of imp
Company and the co-operation extended by Banks, Government Authorities,
Customers, Shareholders and Employees of the Company and looks forward
to a continued mutual support and co-operation.
Sd/- Sd/-
(Purushottam Agrawal) (Sunil Agarwal)
Chairman Managing Director
Place : New Delhi
Date : 21st August, 2012
Mar 31, 2011
TO THE MEMBERS,
The Directors have pleasure in presenting the Nineteenth Annual Report
of your Company with the Audited Statement of Accounts for the year
ended March 31, 2011.
FINANCIAL HIGHLIGHTS
Your Company's financial performance for the year under review has been
encouraging and is summarized below:
(Rs. In Lacs)
Particulars 2010-11 2009-10
Total Income 18143.66 8816.56
Less: Expenditure 2905.59 1469.68
Profit before Depreciation,
Interest & Tax (PBDIT) 15238.07 7346.88
Less: Interest 6201.76 3704.02
Profit before Depreciation &
Tax (PBDT) 9036.31 3642.86
Less: Depreciation 427.68 408.89
Profit Before Tax (PBT) 8608.63 3233.97
Less: Provision for Tax 2527.04 600.42
Profit After Tax (PAT) 6081.59 2633.55
Add: Profit b/f from the
previous year 1780.18 63.90
Profit Available for Appropriation 7861.77 2697.45
Dividend Including Tax 501.92 90.56
Provision for Standard Assets 206.77 -
Transfer to General Reserve 5000.00 300.00
Transfer to Reserve Fund (RBI Act) 1216.32 526.71
Balance Carried to Balance Sheet 936.76 1780.18
REVIEW OF OPERATIONS
The Company's gross income for the financial year ended March 31, 2011
increased to Rs. 18143.66 Lacs from Rs. 8816.56 Lacs in the last year
registering a growth of over 106 Percent.
The operating profit (PBDIT) of the Company increased by 107 percent to
Rs. 15238.07 Lacs during the year, up from Rs. 7346.88 Lacs in the last
year.
Interest expenses for the year increased by 67 percent to Rs. 6201.76
Lacs from Rs. 3704.02 Lacs in the last year. Depreciation was at Rs.
427.68 Lacs as against Rs. 408.89 Lacs in the last year. Net Profit for
the year increased by 131 percent to Rs. 6081.59 Lacs from Rs. 2633.55
Lacs in the last year.
An amount of Rs. 1216.32 Lacs was transferred to Statutory Reserve Fund
pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, and
an amount of Rs. 5000 Lacs was transferred to the General Reserve
during the year under review. The Company's Net Worth as on March 31,
2011, stood at Rs. 34984.14 Lacs, as against Rs. 30076.40 Lacs in the
last year.
DIVIDEND
The Board of Directors had declared Interim dividend @ 10% (Re. 0.20/-
per share) on the equity share capital of the Company in the month of
July, 2010. The said dividend also has been paid to the shareholders.
Your Directors recommend that the aforesaid interim dividend of Re.
0.20/- per share be declared as final dividend for the year ended 31st
March, 2011.
OPERATIONS
The Year 2010-11 was a year of significant growth and the same is
detailed below:
Disbursements
The financial year 2010-11 was very significant for the Company in
creating a strong platform for sustained growth. TOTAL DISBURSEMENTS
reached Rs. 9359 millions during financial year 2010-11, recording
78.20 % growth over Rs. 5252 millions achieved during financial year
2009-2010. SEIL was successful in augmenting its portfolio without
increasing the risk profile, mainly on account of increase in micro
finance loans and business loans. The emphasis on micro finance
disbursements for agriculture and other activities continued in the
year under review.
Number of Customers
Total Customer Outreach has increased by 38.92% to 381311 as compared
to previous year.
Net Worth and Capital to Risk Adjusted Assets Ratio
The Net Worth of the Company improved to Rs. 34984.14 Lacs as on 31st
March, 2011 from Rs. 30076.40 Lacs as on 31st March 2010. The Capital
to Risk Adjusted Assets Ratio (CRAR) stood at 35.87% as on 31st March,
2011 as against 67.24% as on 31st March 2010, which is much above the
requirement as stipulated by Reserve Bank of India and is one of the
best in the industry.
FIXED DEPOSITS
The fixed deposits of the Company as on 31st March 2011 stood at Rs.
1884.43 Lacs excluding accrued interest thereon against last year's Rs.
1305.17 Lacs. There are eight unclaimed matured deposits lying with the
company amounting to Rs. 2.97 Lacs as on 31st March 2011.
CREDIT RATING
The Borrowing and fixed deposit programme of the Company assigned a
rating of "CARE A-" & "CARE A" by CARE Limited respectively which
denotes "ADEQUATE SAFETY".
TIMELY REPAYMENT OF LOAN LIABILITIES
The Company has not defaulted in payment of interest and/or repayment
of loans to any of the financial institutions and /or banks during the
year under review.
DIRECTORS
In terms of Article 115 of the Articles of Association, Shri Suresh
Chand Sharma and Dr. Arun Gopal Agarwal, Directors, retire by rotation
and being eligible, offer themselves for reappointment at the ensuing
Annual General Meeting.
SUB DIVISION OF EQUITY SHARES
The equity shares of the company were subdivided from One Equity Share
of the face value of Rs. 2/- each to Two Equity Shares of the face
value of Re. 1/ each in the meeting of the Board of Directors of the
company held on 5th July, 2010, pursuant to the Special Resolution
passed by the shareholders of the Company on 13th September, 2010.
Record Date for subdivision was 1st November, 2010 as decided in the
meeting of Board of Directors of the Company on 18th October 2010.
SCHEME OF ARRANGEMENT AMONGST S. E. INVESTMENTS LIMITED, S. E. POWER
LIMITED AND THEIR RESPECTIVE SHAREHOLDERS
During the year under reporting, the Board of Directors of your Company
has approved the Scheme of Arrangement amongst M/s S. E. Investments
Ltd. (Transferor Company), M/s S. E. Power Ltd. (Transferee Company)
and their Respective Shareholders in its meeting held on 19th November,
2010. The Appointed Date for the said Scheme has been fixed as
30.09.2010. Pursuant to the said Scheme, Transferee Company shall issue
and allot 405,600,000 Equity Share of Re. 1 each as fully paid up to
the shareholders of Transferor Company in proportion of the shares held
by them in the Transferor Company. The following are some of the
benefits, which would arise upon the Scheme coming into effect:
(a) Each of the above businesses will offer great potential for growth;
(b) The Financial Service business and Micro Credit business, being
separately identifiable businesses, requires focus and dedicated
management with special skills and strategic alliances in order to be
run efficiently and successfully to achieve desired growth.
The demerger of the Non-Conventional Energy Division from Transferor
Company would enable Transferor Company to focus on the Financial
Service Business and Micro Credit Business so that it could be run more
efficiently and successfully to achieve desired growth.
(c) Nature of risks, competition involved and commercial requirements
of all the three businesses of Transferor Company are entirely distinct
from each other.
(d) The demerger of the Non-Conventional Energy Division would enable
distinct focus of shareholders. Thus, the demerger would enable
Non-Conventional Energy Division to attract different sets of
investors, strategic partners, lenders and other stake holders who
would provide further funding and bring relevant experience for high
growth of the businesses. The demerger would also provide scope for
independent collaboration and expansion in each of the businesses
without committing the other business and will create enhanced value
for shareholders and allow a focused strategy in operation.
(e) The demerger of Non-Conventional Energy Division of Transferor
Company is in overall interest of shareholders and is in no way
prejudicial to the interest of creditors.
The Company has obtained the approval for the said Scheme of
Arrangement from all the Stock Exchanges, where the shares of the
Company are listed, under clause 24 (f) of the Listing Agreement. The
requisite majority of the Equity Shareholders, the Secured Creditors
and the Unsecured Creditors of the Company in their respective meetings
convened on 9th April, 2011 by order of Hon'ble High Court of Delhi
dated 23rd February 2011 have approved the said Scheme of Arrangement.
Now the matter is pending before Hon'ble Delhi High Court to sanction
the said Scheme of Arrangement.
A DECISION OF HON'BLE DELHI HIGH COURT IN FAVOUR OF THE COMPANY IN THE
MATTER OF STAMP DUTY ON INCREASED AUTHORISED SHARE CAPITAL
The Company has increased its Authorized Share Capital as approved by
you in the Extra-Ordinary General Meeting held on 15.01.2010 and
subsequently filed e-form 5 with the Registrar of Companies (ROC), NCT
of Delhi & Haryana. As there is no provision in the Indian Stamp (Delhi
Amendment) Act, 2007 to pay the stamp duty on the increase in the
authorized share capital, the Company did not paid the stamp duty on
the same and requested the ROC Office to give effect to the increase in
share capital of the Company. The Company further pointed out to ROC
officials that stamp duty on increased authorized share capital is
outside their jurisdiction and charging the same is illegal, and also
the provision for this effect on the web-site of the Ministry of
Corporate Affairs being illegal cannot call for illegal levy. It is not
only contrary to the law but also misleads the general public having
access of information on the official web-site of the Ministry of
Corporate Affairs which forces them to pay a duty which is not payable
and thus the software of Ministry of Corporate Affairs requires
amendment and modification.
However, the Registrar of Companies directed our Company to pay stamp
duty on increased authorized share capital thereby prompting our
Company to move to the Hon' ble Delhi High Court at New Delhi.
In this regard the Company filed a writ petition no. (C) 2393/2010
against Union of India & Others before the Hon'ble High Court of Delhi
at New Delhi on dated 08.04.2010.
Further the Hon'ble High Court of Delhi at New Delhi disposed off the
same in favour of our Company on 21.04.2011 and vide its judgment
informed that "in the absence of an express provision in the Act
permitting levy of stamp duty on the increase in authorised share
capital, it is not possible to legally sustain impudent demand and also
directed that the Respondent (Registrar of Companies, NCT of Delhi &
Haryana) to accept the Petitioner's (M/s S. E. Investments Ltd.) E-Form
5 and record the increased authorized share capital without insisting
on the Petitioner paying stamp duty thereon".
RBI GUIDELINES
The Company continues to comply with all the requirements prescribed by
the Reserve Bank of India as applicable to it.
ACQUISITION OF RBI REGISTERED NBFC COMPANY AS WHOLLY OWNED SUBSIDIARY
For the sake and benefit of Micro Finance borrowers and for proper
monitoring and regulation of micro finance business, RBI constituted a
committee `Malegam Committee' which submitted its recommendations on
19th Jan. 2011 and accepted the implementation of the same in the month
of May, 2011. However your Company is already operating within the
limits, except the condition of 90% assets relating to Micro Finance to
qualify as NBFC-MFI. The strategic move to acquire the Nupur Finvest
Pvt. Ltd. as wholly owned subsidiary of the Company is the answer to
the likely change in the regulations.
SUBSIDIARY
We have only one subsidiary - M/s Nupur Finvest Private Limited (NBFC).
As per Section 212 of the Companies Act, 1956, we are required to
attach the Directors' Report, Balance Sheet and Profit and Loss account
of our subsidiary. The Ministry of Corporate Affairs, Government of
India vide its circular no. 2/2011 dated February 8, 2011 has provided
exemption to companies from complying with Section 212, provided such
companies publish the audited consolidated financial statements in the
Annual Report. Accordingly, the Annual Report 2010-11 does not contain
the financial statements of our subsidiary but discloses the
consolidated financial statement giving information of its subsidiary.
The audited annual accounts and related information of our subsidiary,
where applicable, will be made available upon request. These documents
will also be available for inspection during business hours at our
registered office in Delhi
OPENING OF NEW BRANCH OFFICE AT BAREILLY, UTTAR PRADESH
To expand its Micro Finance business, the company has opened a new
Branch Office at Bareilly, Uttar Pradesh which has become fully
operational during the fourth quarter.
FUTURE PROSPECTS
The year 2010-11 has been a milestone year for the Company. While on
one hand, Company successfully scaled it operations through improved
reach and streamlined business to an ever growing consumer base, on the
other hand, it undertake funding initiatives, mitigating interest risk
to a large extent.
- SEIL plans to achieve new horizons in the Business loans including
small and medium enterprises (SME)/ Priority sector Lending to
Corporates, Individuals , partnership firms and others and visualize a
size of Rs. 1000 Crores disbursement portfolio by the next year.
- SEIL proposes to open new branches at Banglore, Pune, Indore etc.
- By the acquisition of 100% subsidiary, we as a group plans to access
500000 customers by the next 1 year through various Micro finance
schemes.
- The Company is also looking to venture into other activities similar
in nature being housing loans for LIG (Low Income Group), Gold finance
which is highly secured in nature.
The Company and its subsidiary aims at leveraging the opportunities
provided by a growing economy and continues to see healthy growth in
its lending activities.
Our Company is continuously improving its performance and looking for
new areas for broader development in finance sector. Through a variety
of innovative ideas & initiatives we are looking at enhancing the
finance facilities for weaker and poor section of the society.
SEIL sees growth opportunities in each of its existing business area
and will also be expending the focus of activities to new areas,
arising from the strong growth momentum in the economy.
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
Management Discussion and Analysis of financial conditions and results
of operations of the Company for the year under review, as required
under Clause 49 of the listing agreement with the Stock Exchanges, is
given as a separate statement forming part of the Annual Report.
GOVERNANCE
Your Company is committed to adhere to the best practice of governance.
It is always ensured, that the practices being followed by the Company
are in alignment with its philosophy towards Corporate Governance. Your
Company believes that the Corporate Governance is all about effective
management of relationship among constituents of the system and always
works towards strengthening this relationship through corporate
fairness, transparency and accountability. In your Company, prime
importance is given to reliable financial information, integrity,
transparency, fairness, empowerment and compliance with law in letter
and spirit.
Your Company proactively follows Government principles and practices as
to meet the business and regulatory needs, which has enabled it to
emerge as one of the best corporate governed companies of India.
Detailed compliances with the provisions of Clause 49 of the Listing
Agreement for the year ended 2010-11 has been given in Corporate
Governance Report, which is attached and forms part of this report.
Certificate from the Statutory Auditor of the Company, M/s R. Lal &
Company, Chartered Accountants, confirming compliance with conditions
of Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report.
AUDITORS & AUDITORS' REPORT
M/s R. Lal & Company, Chartered Accountants, Auditors of the Company
retire at the conclusion of the ensuing Annual General Meeting and,
being eligible, offer themselves for re-appointment. The Company has
received a certificate from the auditors to the effect that their
re-appointment if made, would be in accordance with the provisions of
section 224(1B) of the Companies Act, 1956. The Directors recommend the
re-appointment of M/s R. Lal & Company, Chartered Accountants, as
Auditors of the Company.
The observations of Auditors in their report read with notes to the
accounts are self explanatory and do not call for any further
explanation.
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATION
Your company strives to provide the best work environment with ample
opportunities to grow and explore. The human resources development
function of the Company is guided by a strong set of values and
policies. The details of initiatives taken by the Company for
development of human resources are given in Management Discussion and
Analysis Report
The Company maintained healthy, cordial and harmonious industrial
relations at all levels.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, regarding employees is given in Annexure "A"
to the Directors' Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
(i) In the preparation of the accounts for the financial year ended
March 31, 2011, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as at March 31, 2011 and of the profit of the Company for
the year under review;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors have prepared the annual accounts of the Company on
a 'going concern' basis.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Particulars required to be furnished under the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, are as
under:
- With regard to the Non-Conventional Energy Generation Projects of the
Company, the required measures are taken from time to time for
conservation of energy and technology absorption.
ACKNOWLEDGEMENT:
The Board of Directors wishes to place on record its appreciation for
the commitment, dedication and hard work done by the employees of the
Company and the cooperation extended by Banks, Government Authorities,
Customers, Shareholders and Employees of the Company and looks forward
to a continued mutual support and co-operation.
sd/- sd/-
Place : New Delhi (Purushottam Agrawal) (Sunil Agarwal)
Date : 25th July, 2011 Chairman Managing Director
Mar 31, 2010
The Directors have pleasure in presenting the Eighteenth Annual Report
of your Company with the Audited Statement of Accounts for the year
ended March 31, 2010.
FINANCIAL HIGHLIGHTS
Your Companys financial performance for the year under review has been
encouraging and is summarized below:
(Rs. in lacs)
Particulars 2009-10 2008-09
Total Income 8836.45 4891.16
Less: Expenditure 1489.57 1156.32
Profit before Depreciation,
Interest & Tax (PBDIT) 7346.88 3734.84
Less: Interest 3704.02 1776.31
Profit before Depreciation &
Tax (PBDT) 3642.86 1958.53
Less: Depreciation 408.89 252.57
Profit Before Tax (PBT) 3233.97 1705.96
Less: Provision for Tax 600.42 327.83
Profit After Tax (PAT) 2633.55 1378.13
Add: Profit b/f from the previous year 63.90 55.95
Profit Available for Appropriation 2697.45 1434.08
Dividend Including Tax 90.56 44.19
Transfer to General Reserve 300.00 1050.00
Transfer to Reserve Fund (RBI Act) 526.71 276.00
Balance Carried to Balance Sheet 1780.18 63.89
REVIEW OF OPERATIONS
The Companys gross income for the financial year ended March 31, 2010
increased to Rs. 8836.45 Lacs from Rs. 4891.16 Lacs in the last year
registering a growth of over 80 Percent.
The Operating Profit (PBDIT) of the Company increased by 96.71 percent
to Rs. 7346.88 Lacs during the year, up from Rs. 3734.84 Lacs in the
last year.
Interest expenses for the year increased by 108.52 percent to Rs.
3704.02 Lacs from Rs. 1776.31 Lacs in the last year.
Depreciation was at Rs. 408.89 Lacs as against Rs. 252.57 Lacs in the
last year. Net Profit for the year increased by 91.09 percent to Rs.
2633.55 Lacs from Rs. 1378.13 Lacs in the last year.
An amount of Rs. 526.71 Lacs was transferred to Statutory Reserve Fund
pursuant to Section 45-IC of the Reserve Bank of India Act, 1934, and
an amount of Rs. 300.00 Lacs was transferred to the General Reserve
during the year under review. The Companys Net Worth as on March 31,
2010, stood at Rs. 30076.40 Lacs, as against Rs. 6982.54 Lacs in the
last year.
FUTURE PROSPECTS
The year 2009-10 has been a milestone year for the Company. While on
one hand, Company successfully scaled it operations through improved
reach and streamlined business to an ever growing consumer base, on the
other hand, it undertake funding initiatives, mitigating interest risk
to a large extent.
- SEIL proposes to start providing third Party Products like insurance.
- By March 2011, SEIL envisages to reach over 4,00,000 households
through various microfinance schemes.
- The Company is also looking to venture into other activities similar
in nature being housing loans for LIG (Low Income Group), Gold finance
which is highly secured in nature compared to its unsecured Micro
Credit Scheme etc.
The Company aims at leveraging the opportunities provided by a growing
economy and continues to see healthy growth in its lending activities.
Our Company is continuously improving its performance and looking for
new areas for broader development in finance sector. Through a variety
of innovative ideas & initiatives we are looking at enhancing the
finance facilities for weaker and poor section of the society.
SEIL sees growth opportunities in each of its existing business area
and will also be expending the focus of activities to new areas,
arising from the strong growth momentum in the economy.
DIVIDEND
The Board of Directors had declared Interim dividend @ 10% (Re. 1/- per
share) on the equity share capital of the Company in the month of
January, 2010. The said dividend also has been paid to the
shareholders.
Your Directors recommend that the aforesaid interim dividend of Re. 1/-
per share be declared as final dividend for the year ended 31st March,
2010.
LISTING OF SHARES AT NSE
During the year under review, the Company has listed its equity shares
at National Stock Exchange of India Limited (NSE).
LISTING OF GLOBAL DEPOSITARY RECEIPTS
During the year under review, the Company has listed its Global
Depositary Receipts at Luxembourg Stock Exchange.
CHANGE IN SHARE CAPITAL
The Authorised Capital of the Company was increased from Rs.
60,000,000/- (Rupees Six Crore Only) divided into 3,500,000 (Thirty
Five Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and 2,500,000
(Twenty Five Lacs) Preference Shares of Rs. 10/- (Rupees Ten) each to
85,000,000/- (Rupees Eight Crore Fifty Lacs Only) divided into
6,000,000 (Sixty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each and
2,500,000 (Twenty Five Lacs) Preference Shares of Rs. 10/- (Rupees Ten)
each vide Honble Delhi High Court Order dated 09.10.2009 approving the
Scheme of Amalgamation of Unnati Financial Services Private Limited
(Transferor Company) with S. E. Investments Limited (Transferee
Company).
Accordingly, the Company has issued and allotted 2,100,000 (Twenty One
Lacs) Equity Shares of Rs. 10/- each on 4th November 2009 at a price of
Rs. 10 /- each to the Shareholders of the transferor Company i.e. M/s
Unnati Financial Services Private Limited.
The Shareholders of the Company in their Extra Ordinary General Meeting
held on 15th January, 2010 has further increased its Authrorised Share
Capital from 85,000,000/- (Rupees Eight Crore Fifty Lacs Only) divided
into 6,000,000 (Sixty Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each
and 2,500,000 (Twenty Five Lacs) Preference Shares of Rs. 10/- (Rupees
Ten) each to 1,250,000,000/- (Rupees One Hundred and Twenty Five Crore
Only) divided into 120,000,000 (Twelve Crore) Equity Shares of Rs. 10/-
(Rupees Ten) each and 5,000,000 (Fifty Lacs) Preference Shares of Rs.
10/- (Rupees Ten) each.
Further the Company allotted 4,900,000 (Forty Nine Lacs) equity shares
of Rs. 10/- each underlying 2,450,000 Global Depositary Receipts
(GDRs) on 10th March, 2010 at the offer price of USD 15.86 per GDR
equivalent to Rs.360.10 per equity share. Through this, the Company has
raised total proceeds of USD 38.86 million (equivalent to Rs. 1764
million). Each GDR represents 2 Equity Shares of Face Value of Rs. 10/-
each fully paid up of the Company. These GDRs are listed at Luxembourg
Stock Exchange. The Equity Shares underlying the GDRs are listed on
the Bombay Stock Exchange Limited & National Stock Exchange of India
Limited.
The equity shares of the company were subdivided from One Equity Share
of the face value of Rs. 10/- each to Five Equity Shares of the face
value of Rs. 2/ each in the meeting of the Board of Directors of the
company held on 20th March, 2010, pursuant to the Special Resolution
passed by the shareholders of the Company on 15th January, 2010. The
effect of sub-division has not been reflected in the Balance Sheet
because the record date for conversion was fixed on 6th April 2010
after the close of financial year.
ISSUE OF GLOBAL DEPOSITARY RECEIPTS (GDR)
On March 10, 2010 the Company raised 2,450,000 GDRs at the offer price
of USD 15.86 per GDR equivalent to Rs. 360.10 per share. Through this,
the Company has raised total proceeds of USD 38.86 million (equivalent
to Rs. 1764 million). Each GDR represents 2 equity shares of face value
of Rs. 10/- each fully paid up of the Company. The pricing of GDRs is
governed by issue of ÃForeign Currency Convertible Bonds and Ordinary
Shares (Through Depositary Receipt Mechanism) Scheme, 1993Ã and
guidelines issued by Central Government there under from time to time,
various notifications and regulations issued by Reserve Bank of India
under Foreign Exchange Management Act, 1999 or any other authorities or
regulators.
SUB DIVISION OF EQUITY SHARES
The equity shares of the company were subdivided from One Equity Share
of the face value of Rs. 10/- each to Five Equity Shares of the face
value of Rs. 2/ each in the meeting of the Board of Directors of the
company held on 20th March, 2010, pursuant to the Special Resolution
passed by the shareholders of the Company on 15th January, 2010. The
effect of sub-division has not been reflected in the Balance Sheet
because the record date for conversion was fixed on 6th April 2010
after the close of financial year.
ISSUE OF BONUS SHARES
The Board of Director of the Company at their Meeting held on
20.05.2010 has issued and allotted 152,100,000 Equity Shares of Rs. 2/-
each as bonus shares in the ratio of 3:1 to its shareholders.
CHANGE OF CORPORATE OFFICE
The Board of Directors at their meeting held on 11.11.2009 has decided
to shift the Corporate Office of the Company from 5D, Atmaram House-1,
Tolstoy Marg, New Delhi-110001 to M-7, Ist Floor, M Block Market,
Greater Kailash, Part-2, New Delhi-110048.
SCHEME OF AMALGAMATION OF UNNATI FINANCIAL SERVICES PRIVATE LIMITED
WITH THE COMPANY
Pursuant to the Scheme of Amalgamation (the scheme) of the erstwhile
Unnati Financial Services Private Limited with the Company as approved
by you in the meetings held on 25th April, 2009 and subsequently
sanctioned by Delhi High Court vide its order dated 24th Sep. 2009,
which became effective on 4th Nov. 2009, the assets and liabilities of
erstwhile Unnati Financial Services Private Limited stand transferred
to and vested in the Company with effect from the appointed date i.e.
31st Aug. 2008, Accordingly the scheme has been given effect to in the
accounts.
ALTERATION IN MEMORANDUM AND ARTICLES OF ASSOCIATION
As approved by you in Extra Ordinary General Meeting dated 15.01.2010,
your Company has altered in its Memorandum and Articles of Association
as follows:
Increase in Authorised Share Capital
V. The Authorised Share Capital of the Company is Rs. 1,250,000,000/-
(Rupees One Hundred and Twenty Five Crores Only) divided into
120,000,000 (Twelve Crores) Equity Shares of Rs. 10/- (Rupees Ten) each
and 5,000,000 (Fifty Lacs) Preference Shares of Rs. 10/- (Rupees Ten)
each.
The Company is authorised to vary, increase or reduce the share capital
and attach such privileges and rights to the shares as it may be
authorised to do in accordance with the provisions of the Companies
Act, 1956."
Sub-division of share in the Board Meeting held on 20th March, 2010
V. The Authorised Share Capital of the Company is Rs. 1,250,000,000/-
(Rupees One Hundred and Twenty Five Crores Only) divided into
600,000,000 (Sixty Crores) Equity Shares of Rs. 2/- (Rupees Two) each
and 5,000,000 (Fifty Lacs) Preference Shares of Rs. 10/- (Rupees Ten)
each.
The Company is authorised to vary, increase or reduce the share capital
and attach such privileges and rights to the shares as it may be
authorised to do in accordance with the provisions of the Companies
Act, 1956.Ã
Authorization to Board for Capitalization of Profits
138. (1) Subject to the provisions of the Act and regulations made
there under or any other applicable law / guidelines, any Board Meeting
may resolve that any amount standing to the credit of the Share Premium
Account or the Capital Redemption Reserve Account or any money,
investments or other assets forming part of the undivided profits
(including profits or surplus money arising from the realization and,
where permitted by law, from the appreciation in value of any capital
assets of the Company) standing to the credit of the General Reserve or
Reserve Fund or any other Reserve or Fund of the Company or in the
hands of the Company and available for dividend, be capitalized:
(a) by issue and distribution as fully paid up shares, of the Company
as Bonus Shares; or
(b) by crediting shares of the Company which may have been issued to
and are not fully paid up with the whole or any part of the sum
remaining unpaid thereon.
Provided that any amount standing to the credit of the Share Premium
Account, Capital Redemption Reserve Account and free Reserves only
shall be applied in crediting the payment of capital on shares of the
Company to be issued to members (as therein provided) as fully paid
Bonus Shares.
2) Such issue and distribution under sub-clause (1)(a) above and such
payment to credit of unpaid capital under sub-clause (1)(b) above shall
be made to, among and in favour of the members or any class of them or
any of them entitled thereto and in accordance with their respective
rights and interests and in proportion to the amount of capital paid up
on the shares held by them respectively in respect of which such
distribution under sub clause (1)(a) or payment under sub clause (1)(b)
above, shall be made on the footing that such members become entitled
thereto as capital.
3) The Directors shall give effect to any such resolution and apply
such portion of the profits, General Reserve or Reserve Fund or any
other fund or account as aforesaid as may be required for the purpose
of making payment in full for the shares, debentures or debentures
stock, bonds or other obligations of the Company so distributed under
sub-clause (1)(a) above or (as the case may be) for the purpose of
paying, in whole or in part, the amount remaining unpaid on the shares
which may have been issued and are not fully paid up under sub-clause
(1)(b) above; provided that no such distribution or payment shall be
made unless recommended by the Directors and, if so recommended, such
distribution and payment shall be accepted by such members as aforesaid
in full satisfaction of their interest in the said capitalized sum.
4) For the purpose of giving effect to any such resolution, the
Directors may settle any difficulty which may arise in regard to the
distribution or payment as aforesaid, as they think expedient, in
particular, they may issue fractional certificates and they may fix the
value for distribution of any specific assets and may determine that
cash payment be made to any members on the footing of the value so
fixed and may vest any such cash, shares, debentures, debenture stock,
bonds or other obligations in trustees upon such trusts for the persons
entitled thereto as may seem expedient to the directors and generally
may make such arrangements for the acceptance, allotment and sale of
shares, debentures, debenture stock, bonds or other obligations and
fractional certificates or otherwise as they may think fit.
5) Subject to the provisions of the Act and these Articles, in cases
where some of the shares of the company are fully paid and others are
partly paid, only such capitalization may be effected by the
distribution of further shares in respect of the fully paid shares, and
by crediting the partly paid shares with the whole or part of the
unpaid liability thereon but, so that, as between the holders of fully
paid shares, and the partly paid shares the sums so applied in the
payment of such further shares and in the extinguishments or diminution
of the liability on the partly paid shares shall be so applied pro-rata
in proportion to the amount then already paid or credited as paid on
the existing fully paid or partly paid shares respectively.
6) When deemed requisite, a proper contract shall be filed in
accordance with the Act and the Board may appoint any person to sign
such contract on behalf of the members entitled, as aforesaid and such
appointment shall be effective.
7) The powers and provisions stated herein before shall not be in
contradiction or violation of the provisions of Companies Act 1956 and
regulation made there under or any other applicable laws or guidelines
for the time being in force."
Insertion of Article to enable the company to issue inter-alia any
Depositary receipts
65a. The Company may issue Loan Stock, Global Depositary Receipts
(GDRs), American Depositary Receipts (ADRs), Share Warrants or any
other security convertible into or exchangeable for the shares of the
company or conferring the right to allotment or the option of right to
call for allotment of shares of the company, securities linked to
equity shares securities with warrants, including Foreign Currency
Convertible Bonds (FCCBs) and Foreign Currency Exchangeable
Bonds(FCEBs) subject to and in accordance with, applicable laws,
including provisions of the Companies Act 1956 ,the Securities and
Exchange Board of India (SEBI) guidelines, regulations and instructions
and subject to other applicable legal and regulatory provisions to any
eligible person, including Qualified Institutional Buyers foreign/
resident investors Indian and or Multinational Financial Institution,
Mutual Funds, Banks, Non-Resident Indians, Stabilizing Agents or any
other categories of investors, whether they be holders of shares of the
Company or not."
Deletion of IInd Paragraph of Article No. 57
The Company may (subject to the provisions of Section 78, 80, 100 to
105 of the Act.), from time to time by Special Resolution reduce its
capital redemptions reserve account or premium account in any manner
for the time being authorized by law, and in particular capital may be
paid off on the footing that it may be called up again or otherwise.
This article is not to derogate from any power the Company would have
it were omitted and is hereby deleted.
OPERATIONS
The Year 2009-10 was a year of significant growth and the same is
detailed below:
Disbursements
The financial year 2009-10 was very significant for the Company in
creating a strong platform for sustained growth. TOTAL DISBURSEMENTS
reached Rs. 5252.00 million during financial year 2009-10, recording
132% growth over Rs. 22606 Lacs achieved during financial year
2008-2009. SEIL was successful in augmenting its portfolio without
increasing the risk profile, mainly on account of increase in micro
finance loans and SME & Trade loans. The emphasis on micro finance
disbursements for agriculture and other activities continued in the
year under review and the same will continue in future also.
No. of Customers
As on 31st March, 2010 the outreach of customers are 2.74 Lacs and on
30th June, 2010 over 2.97 Lacs.
Net Worth and Capital to Risk Adjusted Assets Ratio
The Net Worth of the Company improved to Rs 30076.40 Lacs as on 31st
March, 2010 from Rs. 6982.54 Lacs as on 31st March 2009. The Capital to
Risk Adjusted Assets Ratio (CRAR) stood at 67.24% as on 31st March,
2010 as against 30.91% as on 31st March 2009, which is much above the
requirement as stipulated by Reserve Bank of India and is one of the
best in the industry.
FIXED DEPOSITS
The fixed deposits of the Company as on 31/03/2010 stood at Rs. 1305.17
Lacs excluding accrued interest thereon against last years Rs. 903.46
Lacs. There is only one unclaimed matured Deposits lying with the
company amounting to Rs. 1.14 Lacs as on 31.03.2010.
TIMELY REPAYMENT OF LOAN LIABILITIES
The Company has not defaulted in payment of interest and/or repayment
of loans to any of the financial institutions and /or banks during the
year under review.
CREDIT RATING
The Borrowing and fixed deposit programme of the Company assigned a
rating of ÃCARE A-" & ÃCARE A" by CARE Limited respectively which
denotes ÃADEQUATE SAFETYÃ. Keeping in view the micro finance operations
the rating assigned by Micro-Credit Ratings International Limited
(MCRIL) to your Company is a+ denoting "HIGH SAFETY,GOOD SYSTEMS HIGHLY
RECOMMENDED".
DELISTING OF SHARES
Since the Companys shares are listed at NSE and BSE both, hence during
the Year the Shares of the Company were delisted from:
1. Delhi Stock Exchange Limited, New Delhi w.e.f 09.09.2009
2. Ahmedabad Stock Exchange Limited, Ahmedabad w.e.f 20.09.2009
3. Uttar Pradesh Stock Exchange Association Limited, Kanpur w.e.f
14.12.2009
MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
Management Discussion and Analysis of financial conditions and results
of operations of the Company for the year under review, as required
under Clause 49 of the listing agreement with the Stock Exchanges, is
given as a separate statement forming part of the Annual Report.
DIRECTORS
Under the Provisions of Section 260 of the Companies Act, 1956 and
Article 107 of Articles of Association of the Company, Shri Yashwant
Rao Deshmukh was appointed as an Additional Director, with effect from
July 12, 2010. He shall hold office up to the date of the ensuing
Annual General Meeting.
The Company has received a notice in writing from a member proposing
the candidature of Shri Yashwant Rao Deshmukh for the office of a
Director, liable to retire by rotation.
Shri Sanjay Agarwal, resigned from the office of the Director of the
Company with effect from July 12, 2010. The Board records its
appreciation for the valuable contribution made by him during his
tenure as Director of the Company.
In terms of Article 115 of the Articles of Association, Shri
Purushottam Agrawal and Dr. Shyam Lal Garg, retire by rotation and
being eligible, offer themselves for reappointment at the ensuing
Annual General Meeting.
RBI GUIDELINES
The Company continues to comply with all the requirements prescribed by
the Reserve Bank of India as applicable to it.
SUBSIDIARIES
The Company does not have any subsidiary.
CORPORATE GOVERNANCE
Your Company is committed to adhere to the best practice of governance.
It is always ensured, that the practices being followed by the Company
are in alignment with its philosophy towards Corporate Governance. Your
Company believes that the Corporate Governance is all about effective
management of relationship among constituents of the system and always
works towards strengthening this relationship through corporate
fairness, transparency and accountability. In your Company, prime
importance is given to reliable financial information, integrity,
transparency, fairness, empowerment and compliance with law in letter
and spirit.
Your Company proactively follows Government principles and practices as
to meet the business and regulatory needs, which has enabled it to
emerge as one of the best corporate governed companies of India.
Detailed compliances with the provisions of Clause 49 of the Listing
Agreement for the year ended 2009-10 has been given in Corporate
Governance Report, which is attached and forms part of this report.
Certificate from the Auditor of the Company, M/s R. Lal & Company,
Chartered Accountants, confirming compliance with conditions of
Corporate Governance as stipulated under the aforesaid Clause 49, is
annexed to this Report.
AUDITORS & AUDITORS REPORT:
M/s R. Lal & Company, Chartered Accountants, Auditors of the Company
retire at the conclusion of the ensuing Annual General Meeting and,
being eligible, offer themselves for re-appointment. The Company has
received a certificate from the auditors to the effect that their
re-appointment if made, would be in accordance with the provisions of
section 224(1B) of the Companies Act, 1956. The Directors recommend the
re-appointment of M/s R. Lal & Company, Chartered Accountants, as
Auditors of the Company.
The observations of Auditors in their report read with notes to the
accounts are self explanatory and do not call for any further
explanation.
HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATION
Your company strives to provide the best work environment with ample
opportunities to grow and explore. Every initiative and policy of the
Company has buy-in of all its employees. The human resources
development function of the Company is guided by a strong set of values
and policies. The details of initiatives taken by the Company for
development of human resources are given in Management Discussion and
Analysis Report.
The Company maintained healthy, cordial and harmonious industrial
relations at all levels.
PARTICULARS OF EMPLOYEES:
Information in accordance with the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, regarding employees is given in Annexure "A"
to the Directors Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Directors Responsibility Statement, it is
hereby confirmed that
(i) In the preparation of the accounts for the financial year ended
March 31, 2010, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give true and fair view of the state of affairs of
the Company as at March 31, 2010 and of the profit of the Company for
the year under review;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors have prepared the annual accounts of the Company on
a going concern basis.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Particulars required to be furnished under the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, are as
under:
With regard to the Non-Conventional Energy Generation Projects of the
Company, the required measures are taken from time to time for
conservation of energy and technology absorption.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
Earnings: NIL
Outgo: 5.57 Lacs
ACKNOWLEDGMENTS:
The Board of Directors wishes to place on record its appreciation for
the commitment, dedication and hard work done by the employees of the
Company and the cooperation extended by Banks, Government Authorities,
Customers, Shareholders and Employees of the Company and looks forward
to a continued mutual support and co-operation.
By Order of the Board of Directors
for S.E. Investments Limited
Date: 13th August, 2010 (Purushottam Agrawal) (Sunil Agarwal)
Place: New Delhi Chairman Managing Director