DEAR SHAREHOLDERS,
Your Directors are pleased to present the 38th Annual report on the
operations of your Company, together with the audited financial statements for the year
ended 31st March 2025. Further, in compliance with the Companies Act, 2013 the Company has
made all requisite disclosures in this Board Report with the objective of accountability
and transparency in its operations to make you aware about its performance and future
perspective of the Company.
1. COMPANY OVERVIEW
Standard Capital Markets Limited., is a Public limited, Listed Company
incorporated on 19th February 1987 under the Companies Act, 1956 and has its registered
office G-17, Krishna Apra Business Square, Netaji Subhash Place, Pitampura, Delhi-110034 .
It is registered as a Non Accepting Public Deposit, Non-Banking Finance Company vide the
Reserve Bank of India (‘RBI') registration number March, 2003. The Company
launched its initial public offering of equity share and was listed on the Bombay Stock
Exchange since March, 1995
2. FINANCIAL RESULTS
A summary of the financial performance of the Company during the
financial year 2024-25 along with previous year figures are given below:
(Amount in ‘Lakh')
|
Standalone |
Consolidated |
| Particulars |
For the year ended March 31, 2025 |
For the year ended March 31, 2024 |
For the year ended March 31, 2025 |
For the year ended March 31, 2024 |
| Total Income |
10,077.65 |
3,096.77 |
10,057.75 |
3,096.55 |
| Total Expenses |
6,923.13 |
1,593.40 |
6,951.90 |
1,593.73 |
| Profit before Tax |
3,154.52 |
1,503.37 |
3,105.86 |
1,502.82 |
| Less: Extraordinary items |
- |
- |
- |
- |
| Investments Written off |
|
|
|
|
| Less: Tax Expense |
|
|
|
|
| Current Year |
(318.62) |
(430.05) |
(318.62) |
(429.91) |
| Earlier Year |
(1.19) |
(2.31) |
(1.19) |
(2.31) |
| Profit for the year |
2,834.71 |
1,071.01 |
2,786.05 |
1,070.60 |
| Other Compressive Income/ |
- |
- |
- |
- |
| (Loss) for the year, net of Income Tax |
|
|
|
|
| Pre-Acquisition Profit |
- |
- |
- |
(0.25) |
| Total Comprehensive Income |
2,834.71 |
1,071.01 |
2,786.05 |
1,070.85 |
Total Revenue:
The company's total revenue for the year ended March 31, 2025, was
10,077.65 lakhs, marking a substantial increase of 225.42% compared to the previous
year's revenue of 3,096.77 lakhs. This impressive growth can be attributed to the
successful implementation of strategic initiatives and an enhanced market presence.
Profit After Tax:
The profitafter tax for the year ended March 31, 2025 amounted to
2834.71 lakhs, showing an increase of 164.67% from the profit after tax of 1071.01 lakhs
recorded for the previous year ended March 31, 2024. While the increase it indicates profit
consistent profitability and effective cost management.
3. SHARE CAPITAL & NET WORTH
During the financial year 2024-25, On 27th May, 2024, Authorized Share
Capital of the Company was increased from 150,00,00,000/- (Indian Rupees One Hundred Fifty
Crore Only) divided into 150,00,00,000 (One Hundred Fifty Crore) Equity Shares to
200,00,00,000 (Rupees Two Hundred Crore Only) divided into 200,00,00,000 (Two Hundred
Crore) Equity Shares of face value of 1/- (Rupee One Only) each.
On 10th June, 2024, allotment of 26,00,00,000 (Twenty Six Crores)
Equity Shares of face value of 1/- (Rupee One Only) each fully paid, at an
issue price of 2.75/- (Rupees Two and Seventy-Five Paisa Only) per equity
share towards conversion of outstanding unsecured loan which impact to increase of
Paid up Capital of the Company from 147,00,03,000/- (Indian Rupees One Hundred Forty Seven
Crore and Three thousand Only) to 173,00,03,000/- of face value of 1/- (Rupee One Only)
each.
4. SUBSIDIARY COMPANY AND CONSOLIDATED FINANCIAL STATEMENTS
As on 31st March, 2025, the Company has Three Subsidiary Company
1. M/s Standard Capital Advisors Limited
The Main object of Standard Capital Advisors Limited is to carry on the
business of merchant banking.
2. M/s Standard Insurance Broking Limited
The main object of Standard Insurance Broking Limited to act as a
direct broker under the IRDAI (Insurance Brokers) Regulations, 2018
3. KRV Brooms Private Limited.
KRV Brooms Private Limited is engaged in the business Manufacturing and
Trading of Brooms.
Pursuant to the provisions of Section 129 (3) of the Companies Act,
2013, our Company has prepared Consolidated Financial Statements of the Company which
forms part of 38th Annual Report. Further, a statement containing salient features of
Financial Statements of the Subsidiary in the prescribed format AOC-1, pursuant to Section
129 (3) of the Companies Act, 2013, is annexed as Annexure-I to this Report. In accordance
with the provisions of Section 136 of the Companies Act, 2013, the Audited Financial
Statements, the Consolidated Financial Statements and the related information of the
Company and the Audited Accounts of the Subsidiary are available on our website i.e.
www.stancap. co.in.
5. DIVIDEND
The company paid an interim dividend on the equity shares at the rate
1% or .01 on face value of 1/- each per equity share as approved by the Board on 30 April,
2024 for the financial year 2023-24.
6. THE AMOUNT IF ANY PROPOSED BY THE BOARD TO CARRY TO RESERVE
Details of the amount transferred by the Company to RBI Reserve Fund
Account as per the provisions of Section 45-IC of the Reserve Bank of India Act, 1934 are
given in the Financial Statements of the Company for the year ended March 31, 2025 forming
part of this Annual Report.
7. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
During the year under review, the Company was not required to transfer
any funds to the Investor education and protection Fund.
8. OPERATIONS & CHANGE MANAGEMENT
Operations is the backbone of the company's internal and external
service delivery. The company's operations service delivery is managed out of its
Registered Office at Delhi. Operations strives to adopt an empathetic approach to drive
efficiencies and best-in-class service delivery. It supports launch of new products and
services with a ‘project management' approach. It continuously explores
opportunities to improve service delivery and cost efficiency
Internal controls are reviewed continuously so that risks are well
managed. End-to-end processes are regularly reviewed to reduce errors, automate manual
processes, improve processing cycle times, and manage costs efficiently.
through process improvements and technology enablement. Internal
controls are reviewed continuously so that risks are well managed. End-to-end processes
are regularly reviewed to reduce errors, automate manual processes, improve processing
cycle times, and manage costs efficiently.
9. RECLASSIFICATION OF PROMOTER/PROMOTER GROUP TO PUBLIC
The Company received approval from BSE Limited on 14th June 2024 under
the provisions of Regulation 31A of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 for the reclassification of certain members of the Promoter/Promoter
Group to Public category. The approval letter issued by the Exchange is available on the
Company's website at the following link:
https://www.stancap.co.in/report-and-disclosures/certificate.html
10. COMPLIANCE WITH RBI GUIDELINES
The Company, being a Non-Deposit accepting Non- Banking Finance
Company, has not accepted/ invited any deposits from the public during the financial year
ended March 31, 2025 in terms of the provisions of Chapter V of the Companies Act, 2013
read with the allied Rules and the Directions issued by Reserve Bank of India for
Non-Deposit accepting Non-Banking Finance Companies and shall not accept any deposits from
the public without obtaining the prior approval of RBI.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Following are the details of Directors and Key Managerial Personnel
(KMP) of the Company as on March 31, 2025:
| Name of the Director/ KMP |
Designation |
| 1. Mr. Ram Gopal Jindal |
Managing Director & Chairman |
| 2. Mrs. Anshita Sharma |
Executive Non-Independent Director |
| 3. Mr. Gyanshyam Prasad Gupta |
Non-Executive Non-Independent Director |
| 4. Mrs. Ayushi Sikka |
Non-Executive Independent Director |
| 5. Mr. Krishnan |
Executive Non-Independent Director |
| 6. Mrs. Chhavi Dixit |
Non-Executive Independent Director |
| 7. Mr.Akshay Sexena |
Non-Executive Independent Director |
| 8. Mrs. Divya Kawatra |
Non-Executive Independent Director |
| 9. Mr. Akash Bhatia |
Chief FinancialOfficer |
| 10. Mrs. Vineeta Gautam |
Company Secretary |
A) CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL DURING THE YEAR
2024-25.
Directors and Key Managerial Personnel (‘KMP')
A. Change in Directors and KMP during the financial year
(i) Appointments:
Additional of Executive Directors
Mr. KRISHNAN (DIN NO. 07034128): On recommendation of Nomination and Remuneration
Committee (‘NRC'), the Board has appointed Mr. Krishnan as an Additional
Executive Director of the Company with effect from August 27, 2024 who shall hold the
office up to the date of the ensuing Annual General Meeting of the Company. The same has
been approved by the members vide their resolution dated September 30, 2024.
A. Change in Directors and KMP during the financial year (contd.)
(i) Appointments:
Additional of Executive Directors
Mr. KRISHNAN (DIN NO. 07034128):
Mr. Krishnan is a seasoned banking professional with an impressive
career spanning over 37 years, having retired as Deputy General Manager from Canara Bank.
Throughout his tenure, he held several key leadership positions, particularly in corporate
and international banking. Notably, he served as the Chief Executive of Canara Bank's
Hong Kong Branch, where he played a pivotal role in expanding the bank's
international operations.
He holds an MBA in International Business from Pondicherry University
and a B.Sc. from Kamaraj College, Tuticorin. He is also a Certified Associate of the
Indian Institute of Bankers (CAIIB), further underlining his strong foundation in banking
and finance.
Post-retirement, Mr. Krishnan continued to contribute his expertise by
serving as Business Head for a Delhi-based Non-Banking Financial Company (NBFC), where he
was instrumental in policy formulation and credit risk management.
With his extensive experience and strategic insight, Mr. Krishnan adds
immense value to any organization he is associated with.
Additional Independent Non-Executive Directors
Mr. AKSHAY SAXENA (DIN: 08084104)
On recommendation of Nomination and Remuneration Committee
(‘NRC'), the Board has appointed Mr. Akshay Saxena (DIN: 10558168) as an
Additional Independent Non-Executive Director of the Company with effect from August 27,
2024 who shall hold the office up to the date of the ensuing Annual General Meeting of the
Company. The same has been approved by the members vide their resolution dated September
30, 2024.
Mr. Akshay Saxsena is a professional Company Secretary with substantial
experience and expertise in working across various industries and regulatory environments.
His deep understanding of corporate governance, compliance, and the legal landscape allows
him to offer invaluable insights and independent judgment to the Company's Board.
With his broad experience in managing legal and regulatory matters, Mr.
Saxsena is instrumental in ensuring that the Company adheres to the highest standards of
compliance and governance, contributing to the effective and transparent functioning of
the Board.
B) RETIRE BY ROTATION
Non-Executive Directors
Mr. Ghanshyam Prasad Gupta (DIN: 00287019):
Mr. Ghanshyam Prasad Gupta (DIN: 00287019) who was retired by rotation,
and being eligible, offers himself for reappointment in 37th Annual General meeting of the
Company dated 30th September 2024.
C) WOMAN DIRECTOR
As per the provisions of Section 149 of the Companies Act, 2013, the
Company shall have at least one-woman Director in the Board. Your Company has Mrs. Anshita
Sharma, as Woman Director on the Board.
D) DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY
The Company has received the Declaration of Independent from its
Independent Directors i.e Mrs. Divya Kawatra, Chhavi Dixit, Mrs. Ayushi Sikka and Mr.
Akshay Sexena as on 11/04/2025. Independent Directors confirming that they meet the
criteria of independence as provided in section 149(6) of the Companies Act, 2013 read
with Regulations 16 of SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 and that they are not disqualified from continuing their appointment as
Independent Director.
The Company has received requisite annual declarations/confirmations
from all the aforesaid Independent Directors. The Board of Directors of the Company is of
the view that Independent Directors fulfillthe criteria of independence and they are
independent from the management of the Company.
The Company has noted that the names of all Independent Directors has
been included in the data bank maintained
(‘IICA'). Accordingly, all the Independent Directors of the
Company withtheIndianInstituteofCorporate have registered themselves with IICA for the
said purpose. In terms of Section 150 of the Act read with the Companies (Appointment
& Qualification of Directors) Rules, 2014, as amended thereof.
12. RESPONSE TO AUDITORS' REMARKS
There is no qualification, reservation, adverse remark or disclaimer
made by M/s Krishan Rakesh & Co, Chartered Accountant, Statutory Auditor of the
Company and M/S. Virender Kumar & Associates, Company Secretaries, Secretarial Auditor
of the Company in their Report for the financial year 2024-25.
13. DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the internal,
statutory and secretarial auditors and the reviews performed by the Management and the
relevant Board Committees, including the Audit Committee, the Board is of the opinion that
the Company's internal financial controls were adequate and effective during the
financial year 2024-25.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013,
Directors of your Company hereby state and confirm that:
a. In the preparation of the annual accounts for the year ended 31st
March, 2025, the applicable accounting standards had been followed along with proper
explanation relating to material departures; b. They 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 of the profit of the company for the same period; financial c. They had taken
proper and sufficientcare for the maintenance of adequate accounting the provisions of the
Companies Act, 2013 for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities; d. They had prepared the annual accounts on a
going concern basis; e. They had laid down internal financial controls in the company that
are adequate and were operating effectively. f. They had devised proper systems to ensure
compliance with the provisions of all applicable laws and these are adequate and are
operating effectively.
14. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS
Pecuniary relationship/transaction with non-executive directors
During FY2025, there were no pecuniary relationship/transactions of any
non executive directors with the Company, other than receiving remuneration as directors.
Criteria of making payments to non-executive directors
Non-executive directors of the Company play a crucial role in the
independent functioning of the Board. They bring in an external perspective to
decision-making and provide leadership and strategic guidance while maintaining objective
judgment. They also oversee the corporate governance framework of the Company. The
criteria of making payments to non executive directors is placed on the Company's
website and can be accessed at
https://www.stancap.co.in/report-and-disclosures/other-policies.html.
Details of Remuneration of directors
Additionally, the details of remuneration payable to all non executive
directors are provided in the Form MGT-7 (‘annual return') which is hosted on
the website of the Company and can be accessed at
https://www.stancap.co.in/report-and-disclosures/annual-return.html.
Managing Director
During FY2025, the Company paid remuneration to Ram Gopal Jindal,
Managing Director (MD) of the Company as provided in the annual return and elsewhere in
this report. The tenure of the MD is of five years up to 29th September 2027 with a notice
period of six months or salary in lieu thereof. The performance pay/bonus of the MD is
based on the performance of the Company and his contribution towards the same. The MD is
also entitled to other perquisites and benefits mentioned in the agreement entered into
with the Company.
In accordance with Section 178 and other applicable provisions, if any,
of the Companies Act, 2013 read with rules issued there under the Nomination and
Remuneration Policy covering the Company's policy on appointment and remuneration of
Directors, Key Managerial Personnel and other employees including criteria for determining
of a Director and other matters provided under sub-section (3) of section 178 of the
Companies Act, 2013.
The Objective of the Policy is to ensure that:
1. The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the
Company successfully.
2. Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks and
3. Remuneration to Directors, Key Managerial Personnel and Senior
Management involves a balance between fixed and incentive pay reflecting short and long
term performance objectives appropriate to the working of the Company and its goals.
The information required under Section 197 of the Companies Act, 2013
read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 including any amendments thereof in respect of Directors/ employees of your
Company is given in Annexure II to this report.
The Directors affirm that the remuneration paid to the Directors is as
per the terms laid down in the Nomination and Remuneration Policy of the Company.
15. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY
During the financial year ended March 31, 2025, there has been no
change in the nature of business activities of the Company.
16. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company meets at regular intervals to
take business decisions and to discuss the performance of the Company.
27 meetings of the Board of Directors were held during the Financial
Year 2024-25 on the following dates:
During FY 2025, the Board met 27 times, viz.,
30th April 2024, 08th May 2024, 30th May 2024, 10th June 2024, 02nd
July 2024, 04th July 2024, 30th July 2024, 14th August 2024, 27th August 2024, 31st August
2024, 24th October 2024, 30th October 2024, 12th November 2024, 14th November 2024, 26st
November 2024, 02nd December 2024, 20th December 2024, 15th January 2025, 17th January
2025, 20th January 2025, 31st January 2025, 01st February 2025, 04th February 2025, 06th
February 2025, 11th February 2025, 14th
February 2025 and 08th March 2025.
The gap between two consecutive meetings has been less than 120 days
The Board is responsible for the stewardship of the Company and meets
regularly to discuss, review and appraise the strategic performance of the Company
including the achievement of its strategy; make sure that procedural and compliance
matters are properly dealt with; monitor financial performance; provide directions on
policy formulation; articulate the risk appetite and review the overall control framework.
The Board closely monitors the overall functioning of the Company with a view to enhancing
the shareholder value and ensuring adherence to the principles of Corporate
Governance that it has laid down.
17. MEETING OF INDEPENDENT DIRECTORS
One meeting of Independent Directors of the company was held on 29th
March 2025.
18. INFORMATION ON GENERAL BODY MEETINGS
A. Details of the AGMs held during last three years:
| Details of AGM |
Place of AGM |
Time of AGM |
Date of AGM |
| 34th Annual General Meeting |
At BG-223, Sanjay Gandhi Transport Nagar, G.T Karnal Road,
Delhi 110042 |
02:30 PM |
30th September 2021 |
| 35th Annual General Meeting |
Through Video Conferencing Deemed Venue: Registered office |
04:00 PM |
30th September 2022 |
| 36th Annual General Meeting |
Through Video Conferencing Deemed Venue: Registered office |
01:30 PM |
28th September 2023 |
All resolutions proposed by the Board have been passed with
overwhelming majority by the shareholders. Voting Result of the Resolutions passed in the
above meeting available on the website of the Company https://www.stancap.
co.in/report-and-disclosures/notice.html.
B. Details of the EGMs held during last years:
| Details of AGM |
Place of AGM |
Time of AGM |
Date of AGM |
| 1st Extra Ordinary General Meeting held during the Financial
Year 2023-24 |
Through Video Conferencing Deemed Venue: Registered office
i.e G-17 Krishna Apra Business Square, Netaji Shubash Place, Pitampura, New Delhi 110034 |
12:30 PM |
18th December 2023 |
All resolutions proposed by the Board have been passed with
overwhelming majority by the shareholders. Voting Result of the Resolutions passed in the
above meeting available on the website of the Company https://www.stancap.
co.in/report-and-disclosures/notice.html.
C. Details of special resolution passed through Postal Ballot during
last year
During the year, the Company has not pass any resolutions through
postal ballot.
19. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR
On an ongoing basis, the Company endeavours to keep the Board including
independent directors abreast with matters relating to the industry in which Company
operates, its business model, risk metrics, mitigation and management, governing
regulations, information technology including cyber security, their roles, rights and
responsibilities and major developments and updates on the Company and group, etc. The
independent directors of the Company are made aware of their roles and responsibilities at
the time of their appointment through a formal letter of appointment, which also
stipulates various terms and conditions of their engagement .
20. COMMITTEES OF THE BOARD OF DIRECTORS
The Board has delegated some of its powers to its committees. These
committees monitor matters that come under their mandate, in more detail. These committees
are:
i. Audit Committee
Pursuant to the Act, SEBI Listing Regulations and RBI Regulations, the
Company has an Audit Committee, meeting the composition prescribed with a minimum of
two-third of its members (including Chairman) being independent directors. literate and
have accounting or related financial management Allmembersarenon
executivedirectors,arefinancially expertise. The Board reviews the working of the
Committee from time to time to bring about greater effectiveness and to ensure compliance
with the various requirements under the Act, SEBI Listing Regulations and RBI Regulations.
The Audit Committee of the Company is entrusted with the responsibility
to supervise the Company's internal controls and financial reporting process and,
inter alia, performs the following functions:
• Overseeing the company's financialreporting process and the
disclosure of its financial information to ensure that the financial statements are
correct, sufficient and credible;
• Recommending to the Board, the appointment, re-appointment and,
if required, the replacement or removal of the statutory auditor and the fixation of audit
fees;
• Approving payment to statutory auditors for any other services
rendered by the statutory auditors;
• Approving initial or any subsequent modification of transactions
of the company with related parties;
• Scrutinizing inter-corporate loans and investments
• Valuation of undertakings or assets of the company, wherever it
is necessary;
• Monitoring the end use of funds raised through public offers and
related matters;
• Reviewing, with the management, the annual financial statements
before submission to the Board for approval, with particular reference to;
• Matters required to be included in the Director's
Responsibility Statement to be included in the Board's report in terms of clause (c)
of sub-section 134 of the Companies Act,2013;
• changes, if any, in accounting policies and practices along with
reasons for the same;
• major accounting entries involving estimates based on the
exercise of judgment by management;
• significant adjustments made in the financial statements arising
out of audit findings;
• compliance with listing and other legal requirements relating to
financial statements;
• disclosure of any related party transactions; and
• Reviewing, with the management, the quarterly financial
statements before submission to the board for approval;
The Audit Committee of the Company is entrusted with the responsibility
to supervise the Company's internal controls and financial reporting process and,
inter alia, performs the following functions (contd.):
• Reviewing, with the management, the statement of uses /
application of funds raised through an issue (public issue, rights issue, preferential
issue, etc.), the statement of funds utilized for purposes other than those stated in the
offer document/prospectus/notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;
• Reviewing, with the management, performance of statutory and
internal auditors, and adequacy of the internal control systems;
• Reviewing the adequacy of internal audit function, if any,
including the structure of the internal audit department, staffing and seniority of the
official heading the department, reporting structure coverage and frequency of internal
audit;
• Discussing with the internal auditors any significant findings
and follow up there on;
• Reviewing the findings of any internal investigations by the
internal auditors into matters where there is suspected fraud or irregularity or a failure
of internal control systems of a material nature and reporting the matter to the Board;
• Discussing with the statutory auditors before the audit
commences, about the nature and scope of audit as well as post-audit discussion to
ascertain any area of concern;
• Looking into the reasons for substantial defaults in the payment
to the depositors, debenture holders, shareholders (in case of nonpayment of declared
dividends) and creditors;
• Reviewing the functioning of the Whistle Blower mechanism, in
case the same is existing;
• Approving the appointment of the Chief Financial Officer (i.e.
the whole time finance director or any other person heading the finance function) after
assessing the qualifications, experience and background, etc., of the candidate; and
• Carrying out any other function as is mentioned in the terms of
reference of the Audit Committee or contained in the equity listing agreements as and when
amended from time to time.
Further, the Audit Committee shall mandatorily review the following:
• management discussion and analysis of financial condition and
results of operations;
• management letters / letters of internal control weaknesses
issued by the statutory auditors;
• internal audit reports relating to internal control weaknesses;
and
• the appointment, removal and terms of remuneration of the chief
internal auditor.
• statement of deviations:
a. quarterly statement of deviation(s) including report of monitoring
agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) b.
annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/ notice in terms of Regulation 32(7)
i. The Audit Committee on 31st March 2025 is comprised of:
| Name of the Director |
Nature of the Directorship |
Designation |
No: of Meetings attended |
| Divya Kwatra |
Independent |
Chairman |
10 |
| Ayushi Sikka |
Independent |
Member |
10 |
| Ram Gopal Jindal |
Non-Independent |
Member |
10 |
Ten meetings of the Audit Committee were held on 30th April 2024, 08th
May 2024, 30th May 2024, 10th June 2024, 14th August 2024, 31st August 2024, 12th November
2024, 14th November 2024, 06th January 2025, and 08th March 2025 during the Financial Year
2024-25.
ii. Nomination and Remuneration Committee
As per the provisions of Sec.178 of the Companies Act, 2013, the
Company has constituted the Nomination and Remuneration Committee (NRC) with the following
members:
| Name of the Director |
Nature of the Directorship |
Designation |
No: of Meetings attended |
| Ayushi Sikka |
Independent |
Chairman |
4 |
| Ghanshyam Prasad Gupta |
Non-Independent |
Member |
4 |
| Chhavi Dixit |
Independent |
Member |
4 |
Four Meetings of the NRC were held on 30th April 2024, 08th May 2024,
27th August 2024 and 31st August 2024 during the financial year 2024-25.
The Committee inter-alia identify persons who are qualified to become
directors and who may be appointed in senior management, shall carry out evaluation of
every director's performance, formulate the criteria for determining qualifications,
positive attributes and independence of a director and recommend to the Board a policy,
relating to the remuneration for the directors, key managerial personnel and other
employees.
Role
The role of Nomination and Remuneration/ Compensation Committee is as
follows:
• ns, positive attributes and independence of a director and
qualificatio Formulatethecriteriafordeterminingthe recommend to the board a policy
relating to the remuneration for directors, KMPs and other employees;
• Formulation of criteria for evaluation of Independent Directors
and the Board;
• Devising a policy on Board diversitys;
• Identifying persons who are qualified to become directors and
who may be appointed in senior management in accordance with the criteria laid down, and
recommend to the board of directors their appointment and removal.
• Whether to extend or continue the term of appointment of the
independent director, on the basis of the report of performance evaluation of independent
directors.
• Recommend to the board, all remuneration, in whatever form,
payable to senior management
• remuneration package for the Managing Director / Executive
Director DetermineourCompany'spolicyonspecific including pension rights.
• Decide the salary, allowances, perquisites, bonuses, notice
period, severance fees and increment of Executive Directors.
• Define and implement the Performance Linked Incentive Scheme
(including ESOP of the Company) and evaluate the performance and determine the amount of
incentive of the Executive Directors for that purpose.
• Decide the amount of Commission payable to the Whole Time
Directors.
• Review and suggest revision of the total remuneration package of
the Executive Directors keeping in view the performance of the Company, standards
prevailing in the industry, statutory guidelines etc.
• To formulate and administer the Employee Stock Option Scheme.
iii. Stake Holders Relationship Committee.
As per the provisions of Sec. 178(5) of the Companies Act, 2013, the
Company has constituted the Stake Holders Relationship Committee consisting of the
following members:
| Name of the Director |
Nature of the Directorship |
Designation |
No: of Meetings attended |
| Divya Kwatra |
Independent |
Chairman |
1 |
| Ghanshyam Prasad Gupta |
Non-Independent |
Member |
1 |
| Chhavi Dixit |
Independent |
Member |
1 |
One meetings of the Stake Holders Relationship Committee were held on
27th September 2024, during the Financial Year
2024-25.
The Committee inter-alia consider and resolve the grievances of
security holders of the Company including redressal of investor complaints such as
transfer of securities, non-receipt of dividend / notice / annual reports, etc.
Role
The Committee looks into the matters of Shareholders/Investors
grievance along with other matters listed below:
• Resolving the grievances of the security holders of the listed
entity including complaints related to transfer/ transmission of shares, non-receipt of
annual report, non-receipt of declared dividends, issue of new/duplicate certificates,
general meetings etc.
• Review of measures taken for effective exercise of voting rights
by shareholders.
• Review of adherence to the service standards adopted by the
listed entity in respect of various services being rendered by the Registrar & Share
Transfer Agent.
• Review of the various measures and initiatives taken by the
listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt
of dividend warrants/annual reports/statutory notices by the shareholders of the Company.
• Any other terms that may be assigned by the Board time to time
21. DISCLOSURE ON THE NOMINATION AND REMUNERATION POLICY OF THE COMPANY
PURSUANT TO SECTION 134(3) (E) AND SECTION 178 (3)
The Company's Policy on Director's appointment and
remunerationincludingcriteriafordeterminingqualifications, positive attributes,
independence of a Director and other matters as provided under Section 178(3) of the
Companies Act, 2013 can be accessed on the Company's website at
https://www.stancap.co.in/report-and-disclosures/other-policies.html.
The Objective of the Policy is to ensure that:
1. The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the
Company successfully.
2. Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks and
3. Remuneration to Directors, Key Managerial Personnel and Senior
Management involves a balance between fixed and incentive pay reflecting short and long
term performance objectives appropriate to the working of the Company and its goals.
22. VIGIL MECHANISM
Pursuant to the provisions of Section 177 of the Companies Act, 2013
read with the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has
formulated a ‘Whistle Blower Policy/Vigil Mechanism' for the Directors and
Employees to report genuine concerns or grievances about unethical behaviour, actual or
suspected fraud or violation of the Company's Code of Conduct, Policy for instances
reporting of leakage of Unpublished Price Sensitive Information and provides safeguard
against victimization of employees who avail the mechanism and also provide for direct
access to the Chairman of the Audit Committee in exceptional cases.
During the year under review, no complaints have been received by the
Company from any whistle blower.
The Whistle Blower Policy/Vigil Mechanism is available on the website
of the Company https://www.stancap.co.in/
report-and-disclosures/vigil-mechanism-policy.html.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant and material
Orders passed by any Regulators or Courts or Tribunals against the Company impacting its
going-concern status and operations in future.
24. FRAUDS REPORTED TO THE AUDIT COMMITTEE BY AUDITORS
There was no reporting of frauds by Auditors under Rule 13 of the
Companies (Audit and Auditors) Rules 2014.
25. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION
(12) OF SECTION 143 OTHER THAN WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT - NIL
26. RELATED PARTY TRANSACTIONS DISCLOSURES
All related party transactions entered during FY2025 were in the
ordinary course of business and at arm's length. Prior approval of the Audit
Committee was obtained for all related party transactions entered during FY2025. Details
of such transactions were placed before the Audit Committee for its review
During FY2025, the Company also entered into a Material Related party
transaction, the approval of the Members was sought by way of General Meeting pursuant to
Regulation 23 of the SEBI Listing Regulations.
Accordingly, the disclosure in Form AOC-2 as prescribed under Section
134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is not
required and hence, the same is not attached with this Report. Details of transactions
with related parties have been provided in the notes to the Financial Statements of the
Company. Related Party Transactions Policy can be accessed at
https://www.stancap.co.in/report-and-disclosures/other-policies. html.
27. FAIR PRACTICES CODE
The Company has framed a Fair Practices Code (FPC) and FPC is also
reviewed at frequent intervals to ensure its adequacy and appropriateness. It is available
on Company's website https://www.stancap.co.in/report-and-disclosures/
fair-practices-code.html.
28. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186.
The Company, being a Non-Banking Finance Company registered with the
Reserve Bank of India and engaged in the business of giving loans, is exempt from
complying with the provisions of Section 186 of the Companies Act, 2013 in respect of
loans, guarantees and security provided by it. Accordingly, the disclosures of the loans
and guarantees given as required under the aforesaid Section have not been given in this
Report.
29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Corporate Social Responsibility (CSR) is a core aspect of our values
and reflects our commitment to contributing meaningfully to the community. Our CSR
initiatives are aligned with our broader vision of driving sustainable and inclusive
growth across all regions where Standard Capital has a presence. We focus our efforts on
financial arability, environment, and employee engagement, aiming to create a
long-lasting, positive impact. We believe that source of fund can be powerful tools for
social good, and we strive to leverage our capabilities to make a difference in the lives
of people and communities worldwide. During the year, Standard Capital has been actively
involved in completing its CSR initiative in collaboration with the Srikaya Foundation.
Through this collaboration, Standard Capital aims to provide Healthcare
Infrastructure & Medical Equipment's and promote compassion and care of poor
people, thereby contributing to a more equitable and humane world. We remain committed to
expanding the scope and impact of our CSR initiatives in the years to come, and we thank
all stakeholders who continue to support and believe in our vision for a better tomorrow.
The Board of Directors is responsible for overseeing the Company's Corporate Social
Responsibility (CSR) activities., and the Company has framed the Policy on Corporate
Social Responsibility as per the provisions of section 135 of the Companies Act, 2013 and
Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy including
annual action plan is available on Company's website at the link:
https://www.stancap.co.in/report-and-disclosures/other-policies.html. The initiatives
taken by the Company on CSR during the year as per the said rules has been annexed to this
Report as "Annexure X"
30. AUDITORS OF THE COMPANY
STATUTORY AUDITORS
In terms of provisions of Section 139 of the Companies Act, 2013, the
Members of the Company at 35th Annual General Meeting (AGM) of the Company held on
September 30, 2022 had appointed M/s Krishan Rakesh & Co, Chartered Accountant (Firm
Registration No. 009088N) as Statutory Auditors of the Company for a period of five years
to hold office until the conclusion of 40th AGM of the Company. The term of appointment of
the statutory auditors expires at the conclusion of ensuing Annual General Meeting.
The Board of Directors, based on the recommendation of the audit
committee, at its meeting held on 30th August 2022, has proposed the re-appointment of M/s
Krishan Rakesh & Co. (Firm Registration No. 009088N) as Statutory Auditors of the
Company for a second term of 5 years to hold office from the conclusion of 35th Annual
General Meeting till the conclusion of 40th Annual General meeting and to fix their
remuneration as Board Member mutual decided.
Further, pursuant to Section 141 of the Act and relevant Rules
prescribed there under, the Company has received certificate from the Auditors along with
peer review certificate, that they are eligible to continue with their appointment and
that they are not disqualified in any manner whatsoever from continuing as Statutory
Auditors.
There are no audit qualifications, reservations, adverse remarks or
reporting of fraud in the Statutory Auditors Report given by M/s Krishan Rakesh & Co.,
Chartered Accountants (Firm Registration No. 009088N) Statutory Auditors of the Company
for the financial year 2024-25.
Further the notes on accounts are self-explanatory and therefore do not
call for any further explanation.
The Auditors' Report is enclosed with the Financial Statements in
this Annual Report.
SECRETARIAL AUDITORS
Pursuant to the provisions of section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has
appointed M/S. VIRENDER KUMAR & ASSOCIATES, Practicing Company Secretary (ACS No.
67835, CP No. 25458), to undertake secretarial audit of the Company.
A report from the secretarial auditor in the prescribed Form MR-3 is
annexed to this Report. Annexure-IX
The Secretarial Audit Report does not contain any qualifications,
reservations, adverse remarks.
INTERNAL AUDITOR
M/s. Verma Priyanka & Co., Chartered Accountants, New Delhi was
appointed as Internal Auditor of the Company pursuant to the provisions of Section 138 of
the Companies Act, 2013 read with the Rule 13 of the Companies (Accounts) Rules, 2014. The
Report of the Internal Auditors is reviewed by the Audit Committee.
OTHER STATUTORY DISCLOSURES
• The financial statements of the Company is placed on the
Company's website at https://www.stancap.co.in/ investor-zone/financial-results.html.
• Details required under the provisions of section 197(12) of the
Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, containing, inter alia, the ratio of remuneration of
director to median remuneration of employees, percentage increase in the median
remuneration, are annexed to this Report.
• The Company being an NBFC, the provisions relating to Chapter V
of the Act, i.e., acceptance of deposit, are not applicable. Disclosures as per NBFC
regulations have been made in this Annual Report.
• The provision of section 148 of the Act relating to maintenance
of cost records and cost audit are not applicable to the Company.
• There is no change in the nature of business of the Company
during FY2025.
• The securities of the Company were not suspended from trading
during the year on account of corporate actions or otherwise.
• The Company has not defaulted in repayment of loans from banks
and financialinstitutions. There were no delays or defaults in payment of
interest/principle of any of its debt securities.
• Neither any application was made, nor is any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 against the Company.
31. COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has duly complied with the
applicable provisions of the Secretarial Standards on Meetings of the Board of Directors
(SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India
(ICSI).
32. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 92 and 134 of the Companies Act,
2013 read with the allied Rules, the Annual Return of the Company for Financial Year ended
March 31, 2025 will be available on the website of the company i.e. www.stancap.co.in.
33. FORMAL ANNUAL EVALUATION
Performance evaluation is becoming increasingly important for Board and
Directors, and has benefits for individual Directors, Board and the Companies for which
they work. The Securities and Exchange Board of India has issued a Guidance Note on Board
Evaluation and pursuant to the provisions of the Act, the Board of Directors has carried
out an annual performance evaluation of its own performance, Board Committees and
individual Directors at their meeting.
The Chairman of the Meeting/Company interacted with each Director
individually, for evaluation of performance of the individual Directors. The evaluation of
the performance of the Board as a whole and individual and of the Committees was conducted
by way of questionnaires.
In a separate meeting of Independent Directors held on March 29, 2025,
performance of Non Independent Directors and performance of the Board as a whole was
evaluated. Further, they also evaluated the performance of the Chairman of the Company,
taking into account the views of the Executive Directors and Non-Executive Directors.
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of various criteria such as structure and
diversity of the Board, competency of Directors, experience of Director, strategy and
performance, secretarial support, evaluation of risk, evaluation of performance of the
management and feedback, independence of the management from the Board etc.
The performance of the Committees was evaluated by the Board on the
basis of criteria such as mandate and composition, effectiveness of the committee,
structure of the committee and meetings, independence of the committee from the Board and
contribution to decisions of the Board. The Nomination and Remuneration Committee reviewed
the performance of the individual Directors qualification, experience, knowledge
thebasisofthecriteriasuchas and competency, fulfilment of functions, availability and
attendance, initiative, integrity, contribution and commitment etc., and the Independent
Directors were additionally evaluated on the basis of independence, independent views and
judgment etc.
The performance of the Individual Directors was evaluated by the Board
on the basis of criteria such as ethical standards, governance skills, professional
obligations, personal attributes etc. Further the evaluation of Chairman of the Board, in
addition to the above criteria for individual Directors, also included evaluation based on
effectiveness of leadership and ability to steer the meetings, impartiality, etc. The
Chairman and other members of the Board discussed upon the performance evaluation of every
Director of the Company and concluded that they were satisfied with the overall
performance of the Directors individually and that the Directors generally met their
expectations of performance.
The summary of the feedback from the members were thereafter discussed
in detail by the members. The respective Director, who was being evaluated, did not
participate in the discussion on his/her performance evaluation. The Directors expressed
their satisfaction with the evaluation process.
The Board of Directors has laid down the manner in which formal annual
evaluation of the performance of the board, Committees and individual directors has to be
made. The Company has in place a comprehensive and structured questionnaire for evaluation
of the Board and its Committees, Board composition and its structure, effectiveness,
functioning and information availability. This questionnaire also covers specific criteria
and the grounds on which all directors in their individual capacity will be evaluated. The
performance evaluation of the Independent Directors was done by the entire Board excluding
the director being evaluated.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
During the year under review, no case of sexual harassment was filed
with the Company under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 read with the allied Rules.
35. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls
commensurate with the size, scale and complexity of its operations. The Company has
policies and procedures in place for ensuring proper and efficient conduct of its
business, the safeguarding of its assets, the prevention and detection of frauds and
errors, the accuracy and completeness of the accounting records and the timely preparation
of reliable financial information. The internal control system is supplemented by
extensive internal audits, regular reviews by the management and standard policies and
guidelines which ensure reliability of financial and all other records as required under
Companies Act 2013.
In the opinion of the Board, the existing internal control framework is
adequate and commensurate with the size and nature of the business of the Company.
Further, the testing of the adequacy of internal financial controls over financial
reporting has also been carried out independently by the Statutory Auditors as mandated
under the provisions of the Act.
The Company believes that internal control is a necessary prerequisite
of Governance and that freedom should be exercised within a framework of checks and
balances. The Company has a well-established internal control framework, which is designed
to continuously assess the adequacy, effectiveness and efficiency of financial and
operational controls. The financial control framework includes internal controls,
delegation of authority procedures, segregation of duties, system access controls and
document filing and storage procedures.
The internal auditors have expressed their satisfaction about the
adequacy of the control systems and the manner in which the Company is updating its
systems and procedures to meet the challenging requirements of the business.
Significant audit observations and follow-up action thereon are
reported by the Internal Auditors to the Audit Committee. The Audit Committee reviews the
adequacy and effectiveness of the Company's internal control environment and monitors
the implementation of audit recommendations.
36. RISK MANAGEMENT
Your Company considers that risk is an integral part of its business
and therefore, it takes proper steps to manage all risks in a proactive and efficient
manner. The Board time to time identifies the risks impacting the business and formulates
strategies/policies aimed at risk mitigation as part of risk management. Further, a core
team comprising of senior management identify and assess key risks, risk appetite,
tolerance levels and formulate strategies for the mitigation of risks identified in
consultation with process owners.
Pursuant to the provisions of Section 134(3)(n) of the Companies Act,
2013, the Company has a structured Risk Management Policy duly approved by the Board of
Directors. The Risk Management process is designed to safeguard the Company from various
risks through adequate and timely actions. It is designed to anticipate, evaluate and
mitigate risks in order to minimize its impact on the business of the Company. The
potential risks are integrated with management process such that they receive the
necessary consideration during the decision making. It has been dealt in greater detail in
Management Discussion and Analysis Report annexed to this Report.
Risk Management Policy is available on the website of the Company
https://www.stancap.co.in/report-and-disclosures/ other-policies.html.
There are no risks which, in the opinion of the Board, threaten the
very existence of your Company. However, some of the challenges/risks faced by key
operating Subsidiary Companies have been dealt with in detail in the Management
Discussion and Analysis section forming part of this Annual Report.
37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the Financial Year
2024-25 as required under Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed to this Report as Annexure-III.
38. CORPORATE GOVERNANCE
As a responsible corporate citizen, your company places the highest
importance on exemplary corporate governance practices and consistently acts in the best
interest of its stakeholders. In accordance with Regulation 15(2) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, your company has adopted
appropriate standards for corporate governance.
39. REPORT ON CORPORATE GOVERNANCE
This section read together with the information given in the
Directors' Report, the section on Management Discussion and Analysis and General
Shareholder Information, constitute the compliance report on Corporate Governance for
FY2025. The Company has been regularly submitting the quarterly corporate governance
compliance report to the stock exchanges as required under regulation 27(2) of the SEBI
Listing Regulations.
The Corporate Governance Report for the Financial Year 2024-25 is
annexed to this Report as Annexure-IV
40. PREVENTION OF INSIDER TRADING
In accordance with the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015, and its amendments, the Board has
developed and implemented a Code of Conduct to regulate, monitor, and report trading by
designated and other connected persons. Additionally, a Code of Practices and Procedures
ensures the fair disclosure of Unpublished Price Sensitive Information (UPSI). The trading
window is closed during the announcement of results and the occurrence of any material
events, as specified in the code. This information is available on the Company's
website at www.stancap.co.in.
Furthermore, in compliance with Regulation 3 of the PIT Regulations,
the Company maintains a structured digital database (SDD) using The PIT Archive Compliance
Software. This system records the sharing of UPSI with various parties on a need-to-know
basis for legitimate purposes, capturing all required information with date and time
stamps
41. STATEMENT ON OTHER COMPLIANCES
Your Director's state that no disclosure or reporting is required
in respect of the following items as there were no transactions on these items during the
reporting period: a. Details relating to deposits covered under Chapter V of the Act. b.
Issue of equity shares with differential voting rights as to dividend, voting or
otherwise; c. Issue of shares (including sweat equity shares) to employees of the Company.
42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Company being a Non-Banking Finance Company (NBFC) does not have
any manufacturing activity. Thus, the provisions related to conservation of energy and
technology absorption are not applicable on the Company. However, the Company makes all
efforts towards conservation of energy, protection of environment and ensuring safety.
Further, the Company does not have any foreign exchange earnings and outgo.
43. DISCLOSURES PERTAINING TO MAINTENANCE OF COST RECORDS PURSUANT TO
SECTION 148(1) OF THE COMPANIES ACT, 2013
The Company is not required to maintain cost records as specified u/s
148(1) of the Companies Act, 2013 read with the applicable rules thereon for the FY
2024-25. Hence the clause is not applicable to the Company.
44. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOVENCY
AND BANKRUPTCY CODE, 2016
During the year under review, there were no application made or
proceedings pending in the name of the company under Insolvency and Bankruptcy Code, 2016.
45. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS
During the year under review, there has been no one time settlement of
loans taken from Banks or Financial Institutions.
46. RBI GUIDELINES AND REGULATORY COMPLIANCE
The Reserve Bank of India (RBI), vide its circular dated October 19,
2023, issued the Reserve Bank of India (Non-Banking Financial Company Scale Based
Regulation) Directions, 2023 (the "Master Directions"). These directions
supersede the earlier NBFC-Systemically Important Non-Deposit Taking Company and Deposit
Taking Company (Reserve Bank) Directions, 2016 , and establish a more robust, risk-based
framework for regulating NBFCs.
Under the revised framework, the regulatory structure for NBFCs has
been classified into four layers namely the Base Layer, Middle Layer, Upper Layer, and Top
Layer determined by parameters such as the size of operations, nature of activities, and
overall risk perception of the entity. This layered approach is intended to strengthen
governance standards, risk management practices, and overall financial resilience across
the NBFC sector.
In accordance with these guidelines, the Company has consistently
demonstrated compliance with all applicable provisions of the Master Directions. The
Company continues to adhere to prudential norms, regulatory thresholds, and disclosure
requirements, including but not limited to the following:
1. Capital Adequacy: As per RBI norms, all NBFCs are required to
maintain a minimum Capital to Risk-Weighted Assets Ratio (CRAR) of 15%. Against this
benchmark, the Company has maintained a CRAR of 15.56% as on March 31, 2025, reflecting
its strong capital base, prudent financial management, and ability to absorb potential
risks.
2. Asset Quality and Non-Performing Assets (NPAs): The Company remains
fully compliant with RBI guidelines relating to recognition and provisioning of
non-performing assets. It follows a robust credit monitoring framework to ensure timely
identification, assessment, and mitigation of credit risk.
3. Asset-Liability Management (ALM): In compliance with RBI guidelines
on Asset Liability Management for NBFCs, the Company has constituted an Asset Liability
Management Committee (ALCO). The ALCO convenes on a monthly basis to review and monitor
liquidity positions, interest rate risks, and overall balance sheet management. The
committee evaluates both short-term and long-term risks and opportunities, thereby
ensuring financial stability and resilience under varying market conditions.
4. Liquidity and Statutory Norms: The Company also complies with
statutory liquidity requirements and maintains adequate buffers in line with regulatory
expectations, ensuring uninterrupted operations and enhanced financial soundness.
The Board of Directors and the Senior Management remain committed to
upholding the highest standards of regulatory compliance, transparency, and governance,
thereby reinforcing the Company's position as a responsible and well-regulated NBFC.
47. OTHER INFORMATION
A. Issue of Equity Shares with differential rights
The Company has not issued any equity shares with differential rights
so no disclosure is required as per Rule 4 (4) of the Companies (Share Capital and
Debentures) Rules 2014.
B. Issue of Sweat Equity Shares
The Company has not issued sweat equity shares, so no disclosure is
required as per Rule 8(13) of the Companies (Share Capital and Debentures) Rules 2014.4.
C. Issue of Employee Stock Options
The Company has not issued employee stock options, so no disclosure is
required as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules 2014.
D. Provision of money by company for purchase of its own share by
employees or by trustee for the benefit of employees
The Company has not made any provision for purchase of its own share of
employees or by the trustee for the benefit of employees so no disclosure is required as
per Rule 16(4) of the Companies (Share Capital and Debentures) Rules 2014.
48. WEBSITE OF THE COMPANY:
Company maintains a website www.stancap.co.in where detailed
information of the Company and specified details in terms of the Companies Act, 2013 and
SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been
provided.
ACKNOWLEDGEMENT
Your Board is grateful for the continued guidance and cooperation
extended by the Reserve Bank of India, the Central Government, the State Government, the
Registrar of Companies, Kerala, and other regulatory authorities. Your Board wishes to
place on record its deep appreciation of the Independent Directors of your Company for
their immense contribution by way of strategic guidance, sharing of knowledge, experience
and wisdom, which help your Company take right decisions in achieving its business goals.
The Board takes this opportunity to express their sincere appreciation for the excellent
patronage received from the Banks and other Financial Institutions. Your Board appreciates
the relentless efforts of the employees, and the Management Team in achieving a
commendable business performance despite a challenging business environment. The Board
further places on record its appreciation of the valuable services rendered by M/S Krishan
Rakesh & Co., Statutory Auditors and M/s. VIRENDER KUMAR & ASSOCIATES, Practising
Company Secretaries, Secretarial Auditors. Your Board takes this opportunity to thank all
its Stakeholders including Shareholders, Customers and Vendors as it considers them
essential partners in progress.
|
For and on behalf of Board of Directors of |
|
Standard Capital Markets Limited |
| Date: 05/09/2025 |
|
|
| Place: New Delhi |
|
|
|
Anshita Sharma |
Ram Gopal Jindal |
|
Director |
Managing Director |
|
DIN: 09706011 |
DIN: 06583160 |
|