Sicom ANNUAL REPORT cover-14-psicomindia.com/images/pdf/ar2014.pdf · C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai - 400 078 Smt. 2 48th Annual Report 2013-2014

CONTENTS

SICOM LIMITED

SICOM CAPITAL MANAGEMENT PRIVATE LIMITED

SICOM TRUSTEE COMPANY LIMITED

SICOM INVESTMENTS & FINANCE LIMITED

SICOM ARC LIMITED

SICOM REALTY LIMITED

Notice to the Shareholders ....................................................................................................................... 3

Chairman's Statement............................................................................................................................... 10

Directors' Report ....................................................................................................................................... 13

Exposure to Various Industries ................................................................................................................. 25

Auditors' Report ........................................................................................................................................ 26

Balance Sheet........................................................................................................................................... 30

Statement of Profit and Loss .................................................................................................................... 31

Notes to the Financial Statements ........................................................................................................... 34


Auditors' Report ........................................................................................................................................ 73

Balance Sheet........................................................................................................................................... 77




Auditors' Report ........................................................................................................................................ 87

Balance Sheet........................................................................................................................................... 91




Auditors' Report ........................................................................................................................................ 100

Balance Sheet........................................................................................................................................... 104


Notes Forming Part of the Accounts ......................................................................................................... 106


Auditors' Report ........................................................................................................................................ 121

Balance Sheet........................................................................................................................................... 124

Profit and Loss Statement ........................................................................................................................ 125

Schedules Forming Part of the Accounts ................................................................................................. 126


Auditors' Report ........................................................................................................................................ 136

Balance Sheet........................................................................................................................................... 139

Profit and Loss Statement ........................................................................................................................ 140

Schedules Forming Part of the Accounts ................................................................................................. 141

1

th48 Annual Report 2013 -2014

Board of Directors :

Company Secretary :

Statutory Auditors :

Secretarial Auditors :

Internal Auditors :

Registered Office :

Regional Offices :

New Delhi Office :

Registrars & Share Transfer Agents :

Shri R. M. Premkumar

Shri B.A. Gagrani

Shri A.B. Kulkarni

Shri Apurva Chandra

Shri Rahul Gupta

Shri S.S. Kohli

Dr. Y.S.P. Thorat

Shri P. Krishnamurthy

Shri P. B. Nimbalkar

Smt. Neera Saggi

Shri Baldev Singh, Managing Director

Swati D. Desai

M/s. B S R and Company

Chartered Accountants, Mumbai

M/s. Ragini Chokshi & Co.Company Secretaries, Mumbai

M/s. Gokhale and Sathe

Chartered Accountants, Mumbai

th7 Floor, Building No. 4, Solitaire Corporate Park,

Guru Hargovindji Road, Chakala, Andheri (East),

Mumbai - 400 093

CIN:U65990MH1966PLC013459

Website:www.sicomindia.com

e-mail: [email protected]

Anand Bhavan, Plot No. 166, N-5 (South)

CIDCO, Jalgaon Road,

Aurangabad - 431 001

rdUdyog Bhavan, 3 floor, Civil Lines,

Nagpur - 440 001

Common Services Centre, Gr. Floor,

Nashik Trimbak Road, MIDC Area, Satpur,

Nashik - 422 007

Kubera Chambers, Dr. Rajendra Prasad Road,

Opp. Sancheti Hospital, Shivaji Nagar,

Pune - 411 005

nd2-B, Vandhana Building, 2 floor,

11, Tolstoy Marg,

New Delhi - 110 001

Link Intime India Private Limited

C-13, Pannalal Silk Mills Compound,

L.B.S. Marg, Bhandup (W),

Mumbai - 400 078

Smt.

2


NOTICE

ORDINARY BUSINESS

th thNOTICE is hereby given that 48 Annual General Meeting of SICOM Limited will be held on Tuesday, 30 September, 2014, at th3.00 p.m. at the Registered Office of the Company at 7 Floor, Building No. 4, Solitaire Corporate Park, Guru Hargovindji Road,

Andheri (East), Mumbai - 400093 to transact the following businesses:

st1. To receive, consider and adopt the Balance Sheet as on 31 March, 2014 and Statement of Profit and Loss Account for the year

ended on that date and the reports of the Auditors thereon and Directors’ Report.

2. To declare dividend on equity shares of the Company for the Financial Year 2013-14.

3. To appoint Shri Bhushan Ashok Gagrani (DIN: 00204045) as a Director of the Company, who retires by rotation and being

eligible, offers himself for re-appointment.

4. To appoint Shri Rahul Gupta (DIN: 03068111) as a Director of the Company, who retires by rotation and being eligible, offers

himself for re-appointment.

5. To appoint Shri A B Kulkarni (DIN: 06543112) as a Director of the Company, who retires by rotation and being eligible, offers

himself for re-appointment.

6. Appointment of Statutory Auditors of the Company

To consider and if thought fit, to pass with or without modification(s) the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any of the Companies Act, 2013, and

the Rules made thereunder, M/s. B S R and Company, Chartered Accountants, Mumbai, ICAI Firm Registration Number (128900W),

be and are hereby appointed as the Auditors of the Company, to hold office from the conclusion of this Annual General Meeting until ththe conclusion of 49 Annual General Meeting of the Company to be held in the calendar year 2015 and that Board of Directors of the

Company be and are hereby authorized to fix such remuneration, as may be recommended by the Audit Committee for the said

period.”

SPECIAL BUSINESS

7. Appointment of Dr. Y.S.P. Thorat as an Independent Director of the Company.

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution

“RESOLVED THAT pursuant to the provisions of Section 149, 152, 161 of the Companies Act, 2013 read with Schedule IV and all

other applicable provisions of the Companies Act, 2013, and the Companies (Appointment and Qualification of Directors) Rules,

2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), Dr. Y.S.P. Thorat (DIN: 02652734),

who was appointed as an Additional Independent Director of the Company by the Board of Directors with effect from August 27, 2014,

and who holds office until the date of this Annual General Meeting, and in respect of whom the Company has received a notice in

writing under Section 160 of the Companies Act, 2013, from him proposing his candidature for the office of Director, be and is hereby

appointed as an Independent Director of the Company to hold office for 3 (three) consecutive years for a term upto the conclusion of st51 Annual General Meeting of the Company in the calendar year 2017, subject to Dr. Y.S.P. Thorat satisfying the criteria of

independence in terms of the Companies Act 2013, and shall not be liable to retire by rotation.”

8. Appointment of Shri P. Krishnamurthy as an Independent Director of the Company


“RESOLVED THAT pursuant to provisions of Sections 149, 152, read with Schedule IV and all other applicable provisions of the

Companies Act, 2013, and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory

modification(s) or re-enactment thereof for the time being in force), Shri. P. Krishnamurthy (DIN: 00013565), who was appointed as an

Independent Director liable to retire by rotation under Companies Act, 1956, and in respect of whom the Company has received a

notice in writing under Section 160 of the Companies Act, 2013, from him proposing his candidature for the office of Director, be and is

hereby appointed as an Independent Director of the Company to hold office for 3 (three) consecutive years for a term upto the stconclusion of 51 Annual General Meeting of the Company in the calendar year 2017, subject to Shri. P. Krishnamurthy satisfying the

criteria of independence in terms of the Companies Act 2013, and shall not be liable to retire by rotation.”

3


4


9. Appointment of Shri S. S. Kohli as an Independent Director of the Company




modification(s) or re-enactment thereof for the time being in force), Shri. S.S. Kohli, (DIN: 00169907), who was appointed as an

Independent Director liable to retire by rotation under the Companies Act, 1956, and in respect of whom the Company has received a


hereby appointed as an Independent Director of the Company to hold office for 3 (three) consecutive years for a term upto the stconclusion of 51 Annual General Meeting of the Company in the calendar year 2017, subject to Shri. S.S. Kohli satisfying the criteria

of independence in terms of the Companies Act 2013, and shall not be liable to retire by rotation.”

10. Appointment of Shri P. B. Nimbalkar as an Independent Director of the Company




modification(s) or re-enactment thereof for the time being in force), Shri P. B. Nimbalkar (DIN: 00109947), who was appointed as an



hereby appointed as an Independent Director of the Company to hold office for 3 (three) consecutive years for a term upto the stconclusion of 51 Annual General Meeting of the Company in the calendar year 2017, subject to Shri P. B. Nimbalkar satisfying the

criteria of independence in terms of the Companies Act, 2013 , and shall not be liable to retire by rotation.”

11. Appointment of Smt. Neera Saggi as an Independent Director of the Company




modification(s) or re-enactment thereof for the time being in force), Smt. Neera Saggi, (DIN: 00501029), who was appointed as an


notice in writing under Section 160 of the Companies Act, 2013, from her proposing her candidature for the office of Director, be and is

hereby appointed as an Independent Director of the Company to hold office for 3 (three) consecutive years for a term upto the st conclusion of 51 Annual General Meeting of the Company in the calendar year 2017, subject to Smt. Neera Saggi satisfying the

criteria of independence in terms of the Companies Act, 2013 , and shall not be liable to retire by rotation.”

12. Re-appointment of Shri. Baldev Singh, Nominee of the Government of Maharashtra, as Managing Director of the

Company.


“RESOLVED THAT in accordance with Article 18(a) of the Articles of Association of the Company and the provisions of Sections 196,

197 and 203 read with Schedule V and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time

being in force), Government Resolution (GR) No. Appointment 2011/(CR-146)/ IND- 8 dated 16th June, 2014 issued by the

Government of Maharashtra, approval of Members be and is hereby accorded to the re-appointment of Shri Baldev Singh (DIN:

03577274) as Managing Director of the Company, with effect from June 16, 2014, for a period of 5 (five) years or till such further notice

from the Government of Maharashtra, whichever is earlier, on the terms and conditions as may be intimated by the Government of

Maharashtra and approved by the Board of Directors (hereinafter referred to as “the Board” which term shall be deemed to include the

Nomination and Remuneration Committee of the Board) and as may be acceptable to Shri Baldev Singh, subject to the same not

exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof;

“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to alter and vary the remuneration

including incentives or any or all of the terms and conditions as approved vide this resolution as may be deemed fit or expedient or

proper from time to time in accordance with any resolution passed by the Government of Maharashtra and the Board of Directors

which may have the effect of reducing or increasing the remuneration or perquisites or benefits, so long as the same is within the limits

specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof .”

“RESOLVED FURTHER THAT Shri Baldev Singh shall, subject to the supervision and control of the Board, be entrusted with

substantial powers of Management and shall also perform such duties as, from time to time, be entrusted to him by the Board.”

By Order of the Board of Directors

Swati D. DesaiCompany Secretary

1. Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (Act) with respect of special business under Item

Nos. 7 to 12 of the Notice, is annexed hereto.

2. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY AND VOTE INSTEAD OF HIMSELF

AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. PROXIES IN ORDER TO BE EFFECTIVE SHOULD BE

LODGED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN 48 HOURS BEFORE THE MEETING.

th th3. The Register of Members and the Share Transfer Books of the Company will remain closed from 20 September, 2014 to 30

September, 2014 (both days inclusive).

4. Members are requested to furnish their Bank Account details, change of address to the Company’s Registrars and Share

Transfer Agents i.e. Link Intime India Private Limited, C-13, Pannalal Silk Mills Compound, LBS Marg, Bhandup (W), Mumbai

400078, in respect of shares held in physical form and to their respective Depository Participants if the shares are held in

electronic form.

5. The following Statutory Registers are open for inspection of Members at the Registered Office on all working days during

business hours for the period beginning 14 days before the date of Annual General Meeting and ending three days after the date

of its conclusion.

(i) Register of Contracts with companies and firms in which Directors are interested under the provisions of Section 189 of the

Companies Act, 2013.

(ii) Register of Directors’ Shareholdings under the provision of Section 170 of the Companies Act, 2013.

thDated : 27 August, 2014thPlace: 7 Floor, Building No. 4,

Solitaire Corporate Park,Guru Hargovindji Road,

Chakala, Andheri (E),

Mumbai 400 093.

Tel.: 022-66572700


CIN: U65990MH1966PLC013459

Website: www.sicomindia.com

NOTES:

5


6


Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013

Profiles of Independent Directors

As required by Section 102 of the Companies Act, 2013 (Act), the following Explanatory Statement sets out all material facts relating

to the business mentioned under Item Nos. 7 to 12 of the accompanying Notice:

Item No. 7 to 11

The Company presently has 5 (five) Independent Directors viz. Shri P. Krishnamurthy, Shri S. S. Kohli, Shri P. B. Nimbalkar,

Smt. Neera Saggi and Dr. Y.S.P. Thorat.

In terms of provisions of Companies Act, 2013, every public company having

a. Paid up share capital of Rs. 10 Crores or more or

b. Turnover of Rs. 100 Crores or more or

c. Aggregate outstanding loans, debentures and deposits, exceeding Rs. 50 Crores as on the last date of latest audited financials.

Further, the provisions relating to retirement of directors shall not be applicable to Independent Directors.

The Act further provides that an Independent Director shall hold office for a term up to five consecutive years on the Board of a

company. In terms of explanation to Section 149(11) of the Act, any tenure of an Independent Director prior to the commencement of

the Companies Act, 2013 viz. April 1, 2014, shall not be counted for calculating the term of independent director.

While the present composition of the Board of Directors and the number of Independent Directors is in compliance of the provisions of

the Companies Act, 2013, it is proposed to align the terms of appointment of present Independent Directors with the provisions of the

Companies Act, 2013.

Further, Dr. Y.S.P. Thorat, was appointed as an Additional Independent Director on the Board of Directors of the Company from

August 27, 2014. Pursuant to the provisions of Section 161 of the Companies Act, 2013, Dr. Y.S.P. Thorat holds office upto the date

of this Annual General Meeting of the Company.

Accordingly, separate resolutions are proposed to appoint Shri P. Krishnamurthy, Shri S S Kohli, Shri P. B. Nimbalkar, Smt. Neera

Saggi and Dr. Y.S.P. Thorat, existing Independent Directors of the Company as Independent Directors of the Company not liable to

retire by rotation for a term of 3 consecutive years from the conclusion of the ensuing Annual General Meeting.

Section 149 of the Companies Act, 2013, prescribes criteria for independence. The Company has obtained a declaration from

aforesaid Independent Directors that they meet the criteria of independence as prescribed in the Companies Act, 2013. In the

opinion of the Board of Directors, Shri P. Krishnamurthy, Shri S S Kohli, Shri P. B. Nimbalkar Smt. Neera Saggi and Dr. Y.S.P. Thorat,

who are proposed to be appointed as Independent Directors not liable to retire by rotation satisfy the independence criteria in terms

of the Companies Act, 2013.

A copy of the letter of appointment of Shri P. Krishnamurthy, Shri S S Kohli, Shri P. B. Nimbalkar, Smt. Neera Saggi and Dr. Y.S.P.

Thorat as Independent Directors of the Company setting out the terms and conditions of their appointment is available for inspection

by the members without any fee at the Company’s Registered Office.

Profile of Dr. Y.S.P. Thorat

Dr. Y.S.P. Thorat who retired as Chairman, NABARD in November 2007, was till recently the Chief Executive Officer of the Rajiv

Gandhi Trust and Chairman, Advisory Board, Rajiv Gandhi Foundation.

He was appointed by the Government of Maharashtra as Executive Chairman of the Dry land Farming Mission and Chairman of the

Agriculture Universities Recruitment Board.

thEarlier Dr Thorat was Chairman, Working Group on Institutional Finance, Risk Management and Cooperatives for the 12 Plan set up

by the Planning Commission, Government of India, Member, Governing Board, NIBM, Chairman NCDEX, Member, India Advisory

Board, OCP, Strategic Advisor, Microensure, an international NGO engaged in the provision of insurance services to the poor and

Advisor, GIZ.

His present appointments include Member, Senate and Academic Council, Shivaji University, Kolhapur; Director, TATA Chemicals

Limited, Director, Rallis India Limited, Director, Prabhat Dairy Private Limited. He is a Non-Executive Chairman of the Sahayog Group

of Industries and serves on the Boards of Gokaldas Exports -Bangalore, Ambit, Mumbai.

He is associated with several educational institutes including the Governing Board of the DY Patil University, Kolhapur, Yashwantrao

Chavan School of Rural Development, Shivaji University, Kolhapur, Yashwantrao Chavan Mukta Vidyapeeth, Nasik.

Dr. Thorat holds a doctorate in Economics and degrees in Political Science and Law. He has been awarded the D.Lit (Hon Causa) in

2011 by the D Y Patil University, Mumbai.

Dr. Thorat started his career in the Reserve Bank of India (RBI) in 1972 and was appointed Executive Director in 2003. The

appointments held by him while in RBI included Principal, BTC; Regional Director, New Delhi, Maharashtra and Goa, etc. While in

service he was on the Boards of the Oriental Bank of Commerce, Punjab National Bank, Infrastructure Development and Finance

Company, Export Import Bank of India, Export Credit and Guarantee Corporation of India, National Commodities and Derivatives

Exchange, Institute of Rural Development, Anand etc.

In 2004, he was appointed by Government of India as Managing Director, National Bank for Agriculture and Rural Development

(NABARD) and elevated a year later as Chairman.

Profile of Shri P. Krishnamurthy

Shri P. Krishnamurthy has been the Corporate Advisor to Tractors & Farm Equipment Ltd (TAFE) since 2004 and a few other

companies (SETCO Automotive Limited) in the automotive, infrastructure and hospitality sectors. He has also been Chairman of

GMM Pfaudler Limited since April 14, 2008. Shri P. Krishnamurthy has wide experience of over 40 years in Corporate Management

and Strategy, Restructuring, Mergers & Acquisitions, International Business and Joint Ventures including managing and supervising

business units in India and abroad. His current focus includes Financial and Strategic Advisory, Board Management and Investment

Management. He has previously served as Vice Chairman of JM Morgan Stanley and been in the top of management of leading

corporate groups, both multinational and Indian. He has been a Non Executive Independent Director of Repro India Limited since

May 23, 2008. He serves as a Director of Urban Infrastructure Venture Capital Limited and JM Financial. Till recently, he was Director

in SKIL Infrastructure and Pipavav Defence. He is a national rank holder Chartered Accountant from Institute of Chartered

Accountants of India.

Profile of Shri S. S. Kohli

Shri S. S. Kohli, was the Chairman and Managing Director of India Infrastructure Finance Company Limited (IIFCL), a wholly owned

company of the Government of India, engaged in promotion and operations and development of infrastructure till April 2010. Under

leadership, IIFCL commenced its operations and carved a niche for itself in financing infrastructure projects. The support of IIFCL

helped in speedier achievement of financial closure of infrastructure projects in sectors like highways, airports, seaports, power etc.

IIFCL was conferred with the “Most Admired infrastructure Financier 2010” by KPMG- Infrastructure Today. Shri Kohli has long

experience as a banker of Punjab and Sind Bank, Small Industries Development Bank of India (SIDBI) and Punjab National Bank.

(PNB). PNB is one of the largest public sector banks in India. During his chairmanship of PNB, he undertook total transformation of the

Bank.

Under his leadership, PNB became techno-savvy Bank by implementing core banking solution and introducing various technology-

based products and services. Resultantly, PNB became the Number One Bank among the nationalised Banks in terms of assets,

asset quality, technology, profit after tax, and return on assets. PNB also emerged as one of the India’s Most Trusted Brands and the

PNB Group floated three public offerings of capital during his tenure which were highly successful.

Shri Kohli held the chairmanship of Indian Bank’s Association, a forum for promoting the interest of Banks for two terms and was a

member of several committees associated with financial sector policy/ies. The committees he chaired dealt with a variety of issues

relating to small/medium enterprise financing, wilful defaults in loans, human resources development in the banking industry and

reconstruction of distressed small industries, etc.

7


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A recipient of several awards including the “Enterprise Transformation Award for Technology” by the Wharton-Infosys Limited, the

“Bank of the year Award” by the Banker’s Magazine of the Financial Times, London for the year 2000, and also ranked 22nd in the list

of India’s Best CEO’s ranking over the period 1995 to 2011, by the Harvard Business Review. He now holds directorships in various

institutions in India.

He is also a Director on the Boards of IDFC Limited, PTC India Financial Services Limited, IL&FS Financial Services Limited,

ACB(India) Limited, BSES Rajdhani Power Limited, BSES Yamuna Power Limited and Essar Steel Limited, Reliance Infrastructure

Limited, Seamac Limited, Asian Hotel (West) India Limited, SVCL Pvt. Ltd.

Besides he is also Chairman of Institute of Home Economics, New Delhi.

Profile of Shri P. B. Nimbalkar

Shri P. B. Nimbalkar has over 34 years of experience of working with Reserve Bank of India, (RBI), Industrial Development Bank of

India(IDBI), and Small Industries Development Bank of India (SIDBI). He was Chairman and Managing Director of the Small

Industries Development Bank of India (SIDBI). His areas of expertise include monitoring and control of large credit portfolio, asset

recovery, NPA control and management, resources management including treasury and money market operations, capital market

operations, asset liability management, micro credit, HRD related issues and regulating State Financial Corporations and other

financial sector entities. In-depth knowledge of all facets of SME financing and development including devising and delivering credit

and development products and other services for improving the competitiveness of the sector in liberalized economic environment.

He was Ex-officio Chairman of SIDBI Venture Capital Ltd., Credit Guarantee Fund Trust for Small Industries, SIDBI Foundation for

Micro Credit and also director on the Board of Directors of erstwhile IDBI Bank Ltd., United Western Bank Ltd. and Bank of America

(Local Advisory Board).

Profile of Smt. Neera Saggi

Smt. Neera Saggi has extensive 34 years varied experience both in public & private sector.

For 28 years, as member of Indian Administrative Service, she worked within the government with multiple stakeholders & in different

sectors like ports, SEZs, & areas of export promotion, textiles, area administration & rural development. She was on the Board of

Jawaharlal Nehru Port Trust with implementing public private partnerships initiatives. She was the CMD of Hindustan Diamond

Corporation Limited, a joint venture between De Beers & Government of India. She functioned as Development Commissioner of

SEZs in Maharashtra, Goa, Diu, Daman and Gujarat including SEEPZ.

Presently Smt. Saggi is the Chief Executive of L&T Seawoods Pvt. Ltd., a billion US$ infrastructure & real estate project.

Smt. Saggi has rich experience in formulating & implementing national & state level strategies, programs & partnerships. She can

identify multilevel responses to crucial concerns & specific problems especially of infrastructure, social & development sector.

Smt. Saggi was the President of the Bombay Chamber of Commerce and Industry for the year 2013-14, & was the first woman elected

in 177 yrs history of this oldest Chamber in the country. In this role, she has launched “Fempower” to enhance women participation in

workforce.

She has been invited to speak at numerous national & international forums including Ports & Shipping Conference, the World

Maritime University, IIM Ahmedabad, the Women Entrepreneurship program, Women Corporate Directors Institute & the

International Women Leader Summit. She was invited by the U.S. Consulate, as one of the 10 leading Indian Women business

executives to meet the U.S. Secretary of Commerce, John Bryson.

Smt. Saggi is associated with Boards of several companies, & non-profit organizations.

The Company has received proposal under section 160 of the Companies Act, 2013 from the respective Directors along with deposit

of Rs. 100,000/- for their appointment as Independent Directors.

Members are requested to consider the said proposals and pass the requisite Ordinary resolutions.

None of the other Directors other than mentioned above / Key Managerial Personnel of the Company / their relatives are, in any way,

concerned or interested, financially or otherwise, in the said resolution.

Item No. 12

The Board of Directors at its meeting held on June 30, 2014, re-appointed Shri Baldev Singh (DIN: 03577274) as Managing Director

of the Company, with effect from June 16, 2014, for a period of 5 (five) years or till such further notice from the Government of

Maharashtra, whichever is earlier, on the terms and conditions as may be intimated by the Government of Maharashtra and approved

by the Board of Directors.

The terms and conditions of appointment are as follows:

a. Period of appointment – Five years beginning from the date of appointment i.e. June 16, 2014 and ending on June 15, 2019, or

till the further notice from the Government of Maharashtra, whichever is earlier.

b. Details of remuneration - In accordance with the terms and conditions as prescribed by the Government of Maharashtra from

time to time

In terms of Sections 2(94), 196, 197 read with Schedule V to the Companies Act, 2013, appointment of Managing Director and for the

payment of remuneration is required to be approved by the Members of the Company.

The terms of appointment of Shri Baldev Singh as Managing Director, as stated in this notice, may be treated as the abstract under

Section 190 of the Company Act, 2013. The copies of relevant resolution of the Board with respect to the appointment is available for

inspection by Members at the Registered Office of the Company during working hours on any working day till the date of the Annual

General Meeting.

Profile of Shri Baldev Singh

Shri Baldev Harpal Singh, an IAS officer is nominated by the Government of Maharshtra as the Managing Director of the Company.

Shri Singh is graduated in Economics, Political Science and has done his post-graduation in Marketing.

He has vide experience of 24 years in various areas like Commerce & Industry, Social Welfare, Energy & Labour etc. During his

tenure, he was deputed to various positions including Collector of Parbhani, Joint Development Commissioner of Commerce and

Industry, SEEPZ, Mumbai, Director of Commerce of Industry, SEEPZ, Secretary of Rural Development and Water Conservation

Department, Secretary of Food, Civil Supplies and Consumer Protection Department.

Except Shri Baldev Singh, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way,

concerned or interested, financially or otherwise, in the said resolution.

The Board of Directors of your Company is of the opinion that appointment of Shri Baldev Singh as Managing Director of the Company

would be beneficial to the Company and hence recommend the Resolution at item no. 12 for the approval of the Members.

By Order of the Board of Directors

Swati D. DesaiCompany Secretary

thDated : 27 August, 2014thPlace: 7 Floor, Building No. 4,

Solitaire Corporate Park,Guru Hargovindji Road,

Chakala, Andheri (E),

Mumbai 400 093.

Tel.: 022-66572700


CIN: U65990MH1966PLC013459

Website: www.sicomindia.com

9


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Dear Shareholders,

I welcome you all to the 48th Annual General Meeting of your Company.

The Directors’ Report, Auditor’s Report and Audited Accounts with the notes thereon for the year 2013-14 have been circulated to you.

With your consent, I shall take them as read.

The Indian Economy has been facing challenging times over the last couple of years, resulting in sub 5 per cent real GDP growth during 2012-13 and 2013-14.

Provisional Estimate of GDP growth during 2013-14 stood at 4.7 percent vis-à-vis 1st revised estimate of 4.5 per cent during the previous year.

The extent of economic slowdown could be appreciated when one notes that such two successive years of sub-5 per cent growth is witnessed for the first time in 25 years.

During 2013-14, the economy was also plagued by high Inflation, the average WPI inflation stood at 6 per cent and the average CPI (Industrial Worker) inflation stood at 9.7 per cent, which were much higher than the comfort level of policy makers.

The elevated inflation level played its part in slowdown in growth, savings, investment and consumption.

The higher inflation also tied the hands of the RBI in ushering a benign interest rate regime to kick start growth. Instead, RBI had to increase the repo rate in three phases of 25 basis points each to 8 per cent to contain inflation and inflationary expectations.

The RBI also had to take several corrective measures to stabilize the foreign exchange market which witnessed huge outflows on fears of tapering of quantitative easing by the US and resultant sharp depreciation of the Rupee.

The poor economic conditions also reflected in industrial growth which clocked negative growth of 0.1 per cent vis-à-vis growth of 1.1 per cent during the previous year.

Particularly, the Manufacturing sector witnessed de-growth of 0.7 per cent (provisional estimates) vis-à-vis growth of 1.1 per cent (1st revised estimate) in the previous year.

The continued weakness in demand, rising input costs accompanied by policy uncertainty emanating from difficulties in land acquisition, delayed environmental clearances, infrastructure bottlenecks, problems in coal linkages, ban on mining in selected areas etc. resulted in poor performance of the corporate sector.

As a result, bad debts in the financial sector have risen across industries, particularly in infrastructure (notably the power sector), iron and steel, textiles and aviation.

On a positive note, owing to measures taken by the Government and the Reserve Bank of India (RBI), the Current Account Deficit (CAD) declined sharply from a record high of US$ 88.2 billion (4.7 per cent of GDP) in 2012-13 to US$ 32.4 billion (1.7 per cent of GDP) in 2013-14.

Operating environment:

th48 ANNUAL GENERAL MEETING

CHAIRMAN'S STATEMENTTO SHAREHOLDERS

11


With a lower CAD and build-up of foreign exchange reserves, volatility and the downward pressure on the Indian rupee has subsided.

The Fiscal Deficit was also contained at 4.5 per cent of GDP during 2013-14 as against the budgeted target of 4.8 per cent of GDP which is indicative of continued focus on fiscal consolidation by consciously targeting reduction in subsidies / expenditure.

The corrections in fiscal and current account deficits augur well for macroeconomic stabilization.

Overall, the operating environment continued to be adverse resulting in further deterioration of the asset quality of your company, thereby impacting the performance of your company.

Your Company has reported Income of Rs. 961 crs vis-a-vis Rs. 1001 crs for the previous year.

The Profit After Tax stood at Rs. 81 crs vis-à-vis Rs. 196 crs for the previous year.

The Sanctions and disbursements during the year stood at Rs. 3457 crs and Rs. 3041 crs respectively.

The Networth of the company as at the end of the year stood at Rs. 1186 crs vis-à-vis Rs. 1109 crs as at the end of theprevious year.

The capital adequacy ratio improved to 19.97% vis-à-vis 16.94% for the previous year.

Earnings Per share for the year stood at Rs. 13.32 vis-à-vis Rs. 32.22 for the previous year.

The detailed financial statements of the subsidiary companies are given separately in the Annual Report of SICOM. Important parameters of performance of the subsidiaries are given below:

(Rs. in Crs)

SICOM Investments & Finance Ltd. 40.55 12.64 140.07

SICOM ARC Ltd. 4.74 1.95 32.84

SICOM Realty Ltd. 3.52 1.34 34.82

I am glad to inform you that the Board of Directors has recommended payment of dividend at 5 per cent for the financial year 2013-14. I request the shareholders to consider approving the dividend.

This year has started on a positive note.

First and foremost, there is marked improvement in overall sentiment.

Cumulative value of exports for the period April-June 2014-15 registered a growth of 9.31 per cent in Dollar terms and growth of 16.88 per cent in Rupee terms over the same period last year. On the other hand, cumulative value of imports for the period April-June 2014-15 registered a negative growth of 6.92 per cent in Dollar terms and negative growth of 0.24 per cent in Rupee terms over the same period last year. This has resulted in lowering of the trade deficit significantly over the same period last year.

The cumulative growth in the Index of Industrial Production for the period April-May 2014-15 over the corresponding period of the previous year stands at 4.0%

In terms of industries, sixteen (16) out of the twenty two (22) industry groups in the manufacturing sector have shown positive growth during the month of May 2014 as compared to the corresponding month of the previous year.

The June round of the Reserve Bank’s industrial outlook survey also points to improvement in business expectations in Q2.

However, though the initial data is encouraging, the economic outlook continues to remain challenging.

The Government expects that the growth for 2014-15 would be in the range of 5.4 – 5.9 per cent with the bias being towards growth on the lower side of the range due to the following factors:-

Though the initial worries on monsoon have somewhat abated, the impact on Agricultural Growth and hence the consumptiongrowth, due to deficiency / delay and undesirable spatial distribution; would be known at the end of the monsoon season.

Highlights of performance:-

Performance of subsidiaries:

Dividend:

Outlook for the 2014-15:

l

l

l

l

l

l

Name of the Subsidiary Company Income Profit after Tax Net Worth

12


Besides the above uncertainties, the rate of growth in the Agriculture and allied Sector would also be impacted by the higherbase of the 2013-14 when the Agricultural and allied Sector grew at the rate of 4.7 per cent (provisional estimates) aided byfavourable monsoon in that year.

The current elevated levels of inflation and any deviation in the disinflation trajectory due to either deficient monsoon orexternal factors, going forward, would limit the scope for the RBI to reduce policy rates.

As regards growth of the Industrial Sector, steps undertaken to restart the investment cycle (including project clearances andincentives given to industry) are perceived to be playing out gradually. Further, the Corporate Sector would also take time todeleverage their balance sheets and regularise their accounts with the Banking system as the cash flows improve goingforward.

The Emerging Market Economies including that of India remain vulnerable to changes in investor risk appetite drivensignificantly on the future path of US monetary policy or possible escalation of geopolitical tensions and the resultantpossibilities of capital flight.

Despite the adverse environment for growth, your company withstood the pressures of external and internal challenges to register a more than fair performance. Your Company is confident of a satisfactory resolution of the stressed portfolio and consequent improvement in the performance of the Company, as the overall economic situation improves.

Your Company would also continue to look for opportunities to improve its performance by responding appropriately to the emerging economic scenario.

I thank you sincerely for the support extended and am confident that your continued encouragement will help sustain the growth that your Company has been achieving in the past.

Best Regards,

ChairmanR M Premkumar

13


DIRECTORS' REPORT

1. FINANCIAL HIGHLIGHTS :

2. DIVIDEND:

To,

The Members,

The Directors have pleasure in presenting the Forty Eighth Annual Report of your Company together with the audited accounts for the

year ended 31st March, 2014.

(Rs. in crores)

2013-14 2012-13

Gross Income 961.33 1001.50

Profit before Provisions and Loses 332.55 353.47

Profit before taxation 122.27 295.95

Less : Provision for taxation 51.59 117.03

Deferred Tax (10.28) (16.73)

Prior Period Adjustments - (0.24)

Net Profit for the year 80.96 195.65

Profit available for appropriation 80.96 195.65

Appropriation of surplus

Opening Balance of surplus 637.24 497.72

Transfer to Reserve under RBI Act, 1934 16.19 39.13

Transfer to Reserve under IT Act 1.97 5.53

Transfer to General Reserve 2.02 4.89

Equity Dividend 3.04 6.08

Equity Dividend Tax 0.51 0.50

Balance carried to Balance Sheet 694.47 637.24

During the year under review, the total income has gone down by 4% and profit after tax has gone down by 59% over the previous

year.

In spite of tough economic conditions, the company could almost achieve the same level of Profit before Provisions and losses.

However, delinquencies in the portfolio requiring higher level of provisions and losses reduced the Net Profit after Tax to Rs. 80.96

crores. As a result, the Earnings Per Share (EPS) for the year under review also reduced to Rs.13.32 per share from Rs.32.22 per

share in the previous year.

The performance of the company needs to be seen in the backdrop of non-conducive operating environment that prevailed during the

year under review.

Your Directors have pleasure in recommending payment of dividend @ 5 % (PY 10%) for financial year 2013-14 on the paid up equity

share capital. The dividend will entail outgo of Rs. 3.55 crores (including dividend distribution tax).

14

3. SHAREHOLDING:

4. OPERATIONS:

The shareholding pattern of the Company as on 31st March 2014 was as under:

4.1 Sanctions and Disbursements, for the year were Rs. 3457 crores and Rs. 3041 crores.

4.2 Your Company continues to offer structured products to meet specific requirements of its clients thereby creating a niche

for itself. As a result, the Company has been able to attract reputed industrial groups.

4.3 The Asset base of your Company stood at Rs. 7049 crores as on March 31, 2014 against Rs. 7819 crores as on March 31,

2013. As of March 31, 2014, Short Term Advances (Short term loans & Bill Discounting) accounted for 64% of the asset

base. Long Term Loans, Medium Term Loans, Investments and Other Assets constituted 7%, 9%, 3% and 17% of the

asset base respectively.

4.4 As of March 31, 2014, Bank Borrowings (Lines of Credit and Short Term Loans) constituted 26% of the total resources.

Other borrowings include Corporate/PSU deposits (51%), Subordinated debt from GOM (1%), Networth (17%) and

Others (5%).

4.5 Interest Income on various loan products (78%) formed the major component of total income in FY13-14. Balance income

comprised of Discounting Income (7%), Income from Treasury Operations (11%), Fee Based Income (1%) and Other

Income (3%).


15

4.6 The rupee so earned got distributed as Financial Expenses (63%), Employee Benefit Expenses (1%), Other Expenses

(2%), Tax (4%), Write-off, Provision & Losses (22%) and Profit After Tax (8%).

5.1 SICOM INVESTMENTS & FINANCE LTD. (SIFL)

SIFL is engaged in providing Mezzanine & Special Situation Finance (a niche product) mainly to the SME Sector and has

successfully helped turnaround of few Companies in the last couple of years.

The total Assets Under Management (AUM) of SIFL during F.Y.2013-14 was maintained at the same level of approx. Rs. 400

crores as during the previous financial year. As per the Audited Accounts for the year ended March 31, 2014, SIFL has reported

total income of Rs. 40.55 crores (previous year Rs. 39.59 crores) and net profit after tax of Rs. 12.64 crores (previous year Rs.

15.21 crores). All the advances under AUM are adequately secured by way of charge on assets, personal guarantee, pledge of

equity shares, escrow of receivables, etc. as applicable. The net-worth of SIFL stood at Rs. 140.07 crores as of March 31, 2014

as against Rs. 105.18 crores as of March 31, 2013.

CARE has reaffirmed BBB rating (representing Investment Grade Rating) of Rs. 125 crores (enhanced from Rs.100 crores in

the previous year) to the Bank facilities of SIFL on stand-alone basis.

5.2 SICOM VENTURE FUND (SVF)

SVCF liquidated its scheme in 2009-10 and as such there are no operations in the year under review.

5.3 SICOM ARC LTD

FINANCIAL HIGHLIGHTS:

Since operationalizing of the Company, FY 2013-2014 was the seventh year of operations. During the year, the Company

continued to manage the assets of SICOM and has made recovery of Rs. 17.25 crores as against the target of Rs. 6.56 crores

resulting in a contribution of Rs. 6.26 crores to SICOM, against the target of Rs. 1.86 crores. Thus, the recovery target was

exceeded by 163 % and the contribution target was exceeded by 237%.

Due to deterioration of asset quality, revision in the Commission structure and delay in settlements, the Income generated was

lower at Rs. 473.62 lacs while the expenses are higher at Rs. 235.65 lacs. As a result, the Profit before tax (PBT) is lower at Rs.

237.97 lacs compared to Rs. 470.81 lacs during the previous year.

BUSINESS FROM BANKS:

At the time of operationalizing the Company, it was envisaged that apart from managing SICOM’s assets, the Company would

also be acquiring NPA assets from Banks for resolution. Accordingly, the Company was successful in acquiring non-performing

Assets from Public Sector Banks at an acquisition cost of Rs. 36.38 crores having an aggregate Principal outstanding of Rs.

186.20 crores (19.5% of Principal outstanding). Out of these cases, NPAs involving Principal outstanding of Rs.116.95 crores

have already been resolved resulting in balance principal outstanding of Rs. 69.25 crores.

ASSET QUALITY:

Since operationalizing, the Company has recovered Rs.262 crores out of SICOM’s assets and Rs.34.65 crores out of the NPA

5. SUBSIDIARIES:


16


assets of Public Sector Banks and as such, the quality of remaining assets has gone down substantially. The Company is

participating in the NPA auctions conducted by Banks to increase the NPA assets under management.

RBI REGISTRATION:

In order to conform to RBI requirements for Registration as a Securitization Company, SICOM’s shareholding in SICOM ARC is

required to be brought down from existing 100% to 49% or less by issuing additional share capital in SICOM ARC Ltd. During

March 2013, SICOM Ltd. approved participation of a reputed NBFC, upto 47% in the equity share capital of SICOM ARC Ltd.

SICOM also directed identification of other investors and submission of necessary application to RBI for registration as an Asset

Reconstruction Company after finalization of share holding pattern and other details and approval by the Board of SICOM ARC

Ltd. As directed, discussions with several prospective Sponsors/ Investors were held and identified a Public Sector Bank, as the

other investor who has agreed to invest Rs.5 crores in the Equity Share Capital of the Company subject to approval of RBI. The

RBI has reportedly approved the investment by the said Bank in the equity share capital of the Company.

In the meanwhile the Board of Directors of the Company during the meeting held on 19th February, 2014 approved the

investment by the said Bank and approved the draft application for registration as a Securitization Company or Reconstruction

Company to RBI. Accordingly, application to RBI, as approved by the Board, was submitted on 28th March 2014. Further details

and clarifications sought by the RBI were furnished and the company hopes to receive the RBI Registration as an Asset

Reconstruction Company shortly. With the RBI Registration, the Company is poised for a major growth in its business.

5.4 SICOM REALTY LTD. (SRL)

OPERATING RESULTS 2013-14:

During the year under review, SRL earned Income of Rs 3.52 crs, Profit Before tax of Rs 1.97 crs and Profit after tax of Rs 1.34

crs as compared to Rs 4.83 crs of income, Rs 3.44 crs of profit before tax and Rs 2.27 crs of profit after tax during the previous

year. As a result, EPS decreased from Rs 1.14 this year to Rs 0.67 in previous year.

OPERATIONS:

The Following Key developments took place during the year Under Review.

a. Ramnath City a Residential Project at Nagpur:

Due to sluggishness of the real estate market, SRL is gradually selling the unsold units of the project.

b. Land at Shivmadka, Nagpur(KRS Green city Project)

There is an approximately 90 Acres of Land Bank which is held by Ramnath Realty Private Limited (RRPL) in which SRL holds

43% Equity. These lands are located Near MIHAN SEZ at Shivmadka, Nagpur. RRPL has planned a Green Township on 40

Acres of its land parcel for which the company has started the site infrastructure and development work. RRPL has successfully

achieved its financial closure (Debt) for the amount of Rs.75 Crores for the project.

c. MHADA Redevelopment Project

Tycoons Avanti Projects LLP, a SPV incorporated for undertaking the development of this MHADA Redevelopment Project at

Chikanghar, Kalyan was able to obtain MHADA Offer letters. Subsequent to this, SRL has initiated the process of availing the

disbursement from SICOM out of loan of Rs 50 crs sanctioned by them for making payment of the Premium to MHADA. The

project planning is completed.

Thereafter, SRL will be able to obtain the approvals from Kalyan-Dombivli Municipal Corporation for Intent of Disposal and

Commencement Certificate.

d. Advisory Services:

SRL would continue to offer advisory services and would make efforts to enhance its activities in the area and also would

continue to offer loan syndication services to real estate companies.

FUTURE OUTLOOK:

SRL is also constantly evaluating new opportunities in both Fund Based as well as advisory business. SRL intends to further

enhance its profits and Cash flows by materializing these opportunities

17


SRL has been receiving number of debt proposals with fixed returns; SRL intends to evaluate these proposals for the risk

involved, on meeting certain risk criteria’s , SRL based on the funding arrangements seeks to generate steady and pre-

determined cash flows and Fixed Returns out of these proposals.

6.1 During the year under review, the total recoveries of principal and interest for all products amounted to Rs. 3739 crores.

6.2 Your Company continues to focus on recoveries from performing as well as stressed assets and the provisions of the RDDB,

SARFAESI and SFC Act are being effectively used to achieve better recovery performance.

7. NON-PERFORMING ASSETS (NPAs) & CAPITAL ADEQUACY:

7.1 During the year under review, the net NPAs (net of W/off and provision) increased to Rs. 951 crores vis-a-vis Rs. 802 crores in

the previous year. The Net NPAs in percentage terms (as a percentage of Total Assets) increased from 10.26% in 2012-13 to

13.49% during the year under review.

Your Company has already initiated steps for recovery of its dues from the NPA accounts and is in compliance with the relevant

RBI regulations as regards provisions on NPAs.

7.2 The following table provides the classification of the total loan assets of your Company broken down as per the asset

classification guidelines laid down by RBI.

7.3 The following table provides details of Net NPAs of your Company for the last two years:

* Represents gross principal of non-performing loans less cumulative provisions and write-offs.

** Total loan assets include outstanding long term loans, short term loans, corporate loans, bills, inter corporate deposits

including Treasury deployments and factoring, net of cumulative provisions and write-offs.

*** Total Asset base

6. RECOVERY:

Amount % of Total Amount % of Total

Standard 4577 82.79 5344 86.95

Sub-Standard 784 14.18 660 10.74

Doubtful 167 3.03 142 2.31

Loss - - - -

Total Loan assets 5528 100.00 6146 100.00

March 31, 2014 March 31, 2013

(Rs. in crores)

Particulars March 31,2014 March 31,2013

Net principal outstanding of non-performing loans * 951 802

Total loan assets ** 5528 6146

% of net non-performing loans to total loan assets 17.21 13.05

Total Asset base*** 7049 7819

% of net non-performing loans to total assets 13.49 10.26

(Rs. in Crores)

18


7.4 The Capital Adequacy Ratio (CAR) of your Company stood at 19.97% as on March 31, 2014 which is above the RBI stipulated

minimum CAR of 15%.

a) Your company continues to provide advisory services to Government of Maharashtra in respect of Disinvestment of Sick PSUs

by acting as a Transaction Advisor, covering inter alia, bid document preparation, inviting bids & bid evaluation.

b) Your company also provides advisory services to private sector corporates viz project appraisal of projects in Maharashtra as

required under Package Scheme of incentives of Govt. of Maharashtra.

c) In the year under review, your company has provided project appraisal services to more than 20 companies including MNCs like

Bridgestone, Canpack Glass, Mercedes Benz, Avery Denninson, etc. and other corporates like Topworth Steel, Sunfresh Agro,

Ultratech, Jain Irrigation, United Spirit, United Breweries, Economic Explosives, etc. for their Mega/Non-Mega projects in

Maharashtra.

d) During the year, MOU has also been executed with IIFCL for providing line of credit to SICOM for onward lending to

infrastructure companies.

e) Your company is also considering providing short term loan to eligible corporates in large scale sector against entitlement of

Industrial Promotion Subsidy under Package Scheme of Incentives of Govt. of Maharashtra.

Your Company continues to improve the risk management framework by reviewing product design, evaluation criterion and

processes. Significant parameters are captured at every stage in the lifecycle of an advance to contain credit risk within the

product pricing parameters. In addition to monitoring the entity and portfolio level credit risks, assessment of the developments

in the external environment and their impact on Portfolio quality are also monitored on an ongoing basis. Operating policies and

procedures are also reviewed to contain operational risks.

Corporate Governance refers to the entire system by which a Company is managed and monitored, its Corporate Principles and

guidelines, the system of internal and external control and supervision to which the Company's operations are subjected.

10.1 BOARD OF DIRECTORS

The Board of Directors comprises of 11 members of which 10 are Non-Executive Directors. The Board is committed to induct

independent and professional Directors on the Board. The Board of Directors represents the interest of the Company's

Shareholders and provides the Management with guidance and strategic direction on behalf of shareholders. During the year

under review, the Board met 4 times. The details of attendance at the meetings during the year under review were as follows:

8. FINANCIAL SERVICES AND ADVISORY BUSINESS:

9. RISK MANAGEMENT

10. CORPORATE GOVERNANCE:

Tier I Capital 1094.42 19.70% 1073.41 16.66%

Tier II Capital 15.15 0.27% 17.76 0.28%

Total Capital 1109.57 19.97% 1091.17 16.94%

Risk weighted assets 5556.60 100% 6441.80 100%

Amount % of risk Amount % of risk(Rs.in Cr.) Weighted assets (Rs.in Cr.) Weighted assets

March 31, 2014 March 31, 2013

19


Sr.No. Name of the Directors Number of Number of

Meeting attended meetings held

2 Shri. Sanjay Sethi - 4

3 Shri. J. P. Gupta 3 4

4 Shri. P. B. Nimbalkar 2 4

5 Shri. S. S. Kohli 2 4

6 Shri. B.A. Gagrani 1 4

7 Shri. P. Krishnamurthy 4 4

8 Shri. Rahul Gupta 4 4

9 Shri. V. Sridar * 2 4

10 Smt. Neera Saggi 4 4

11 Shri. Baldev Singh 4 4

1 Shri. R. M. Premkumar 4 4

th*Resigned with effect from 28 March, 2014

10.2 BOARD COMMITTEES

To enable better and more focused attention on the affairs of the Company, the Board delegated powers to Committees of the

Board set up for the purpose. These Committees viz. Audit Committee, Executive Committee, Recovery Committee,

Remuneration Committee and Nomination Committee prepare the ground work for decision making and report at the thsubsequent Board Meeting. The Corporate Social Responsibility Committee is constituted on 28 March, 2014 as per the

provisions of Section 135 of the Companies Act, 2013.

10.3 AUDIT COMMITTEE

The Audit Committee which was constituted as per the provisions of the erstwhile section 292A of the Companies Act, 1956 has

been reconstituted and scope and terms of reference of the committee has been aligned as per the provisions of the Companies

Act, 2013 and rules made thereunder. The members of the Audit Committee for the year under review were Shri. P. B.

Nimbalkar, Chairman, Shri. P. Krishnamurthy, Shri. Rahul Gupta, Shri. J. P. Gupta and Shri. Baldev Singh. The Committee met 4

times during the year under review.

10.4 EXECUTIVE COMMITTEE

The Committee has been constituted with a view to take speedy decisions in regard to sanction of financial assistance to

prospective clients. Under the powers delegated by the Board, the Executive Committee is authorized to consider sanctioning

of loans upto 10% of the Net worth based on the last audited balance sheet. The Members of the Executive Committee for the

year under review were Shri R.M. Premkumar, Shri. P. B. Nimbalkar, Shri P. Krishnamurthy, Shri. J. P. Gupta and Shri. Baldev

Singh. The Executive Committee met 4 times during the year under review.

10.5 RECOVERY COMMITTEE

The Recovery Committee has been constituted by the Board with a view to take speedy and timely decisions to ensure recovery

of principal and interest overdue and also to extend guidance to the operating level officers. The members of the Committee for

the year under review were Shri Baldev Singh, Chairman, Shri P.B. Nimbalkar, Shri S. Kohli and Shri J.P. Gupta. The Board has

delegated certain powers to Recovery Committee. The decisions taken by the Recovery Committee are placed before the

Board. The Recovery Committee met 2 times during the year under review.

20


10.6 REMUERNATION COMMITTEE AND NOMINATION COMMITTEE

The Remuneration Committee to the Board had been constituted under the applicable provisions of the Companies Act, 1956.

The Committee recommended the terms and conditions of payments to Directors, within the permissible limits of the

Companies Act, 1956. Shri P. B. Nimbalkar, Shri Rahul Gupta and Shri Sanjay Sethi were the members of the Committee during

the year under review.

As per the guidelines of Reserve Bank of India for systemically important NBFC’s, the Nomination Committee has been

constituted to ensure ‘fit and proper’ status of proposed/existing Independent Directors. The Members of the Nomination

Committee for the year under review were Shri R. M. Premkumar, Shri Sanjay Sethi and Shri Baldev Singh.

In view of the provisions of Section 178 of the Companies Act, 2013 requiring the Company to constitute the Nomination and

Remuneration Committee, the Remuneration Committee and the Nomination Committee are merged as “Nomination and

Remuneration Committee” and re-constituted. The terms of reference of the Nomination and Remuneration Committee are as

per those defined in Section 178 of the Companies Act, 2013 and rules made thereunder.

Shri V. Sridhar resigned as an Independent Director on March 28, 2014.

thThe Government of Maharashtra has vide Government Resolution dated 4 June, 2014, nominated Shri. Apurva Chandra vice

Shri. Sanjay Sethi and Shri. A. B. Kulkarni vice Shri. J. P. Gupta.

The Board places on record its sincere appreciation for the services rendered by Shri V Sridhar, Shri Sanjay Sethi and Shri J. P.

Gupta during their tenure as Directors of the Company.

Shri. A. B. Kulkarni, Shri. Rahul Gupta and Shri. B.A. Gagrani retire by rotation at the ensuing Annual General Meeting and are

eligible for re-appointment.

thDr. Y. S. P. Thorat has been appointed as an Additional Independent Director on the Board of Directors of the Company on 27

August, 2014.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Dr. Y.S.P. Thorat holds office upto the date of this Annual

General Meeting of the Company.

As per provisions of Companies Act, 2013, the Independent Directors are to be re-appointed as Independent Director as per

terms of the said Act and for a term upto 5 years. The Company has fixed a tenure of 3 years of two terms each for Independent

Directors. Accordingly, Shri P. B. Nimbalkar, Shri. S. S. Kohli, Smt. Neera Saggi, Shri P. Krishnamurthy and Dr. Y.S.P. Thorat

propose themselves for appointment as Independent Directors for a term of 3 years (2014-2017). The Company has received

declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as

prescribed by the provisions of Companies Act, 2013.

M/s. B S R and Company, Chartered Accountants, Mumbai will retire at the ensuing Annual General Meeting. In accordance

with the requirements of second and third proviso to section 139 (1) of the Companies Act, 2013, M/s. B S R and Company have

confirmed that they are eligible and not disqualified under the Companies Act, 2013, the Chartered Accountants Act, 1949 and

the rules or regulations made thereunder. M/s. B S R and Company has conveyed their willingness to be re-appointed.

All comments and explanations in the Auditors Report are self-explanatory.

As per the provisions of section 204 of the Companies Act, 2013 and applicable rules M/s. Ragini Chokshi & Co, Company

Secretaries, are appointed as the Secretarial Auditors of the Company for the Financial Year 2014-15.

As per the provisions of section 138 of the Companies Act, 2013 and applicable rules M/s. Gokhale and Sathe are appointed as

Internal Auditors of the Company for the Financial Year 2014-15.

11. DIRECTORS

12. STATUTORY AUDITORS

13. SECRETARIAL AUDITORS

14. INTERNAL AUDITORS

21


15. HUMAN RESOURCES

16. PUBLIC FIXED DEPOSITS

17. SUBSIDIARY COMPANIES

18. OTHER INFORMATION

DIRECTORS' RESPONSIBILITY STATEMENT

ACKNOWLEDGEMENTS

The Company maintains a cordial relationship with its employees at all levels. As required by Sec 217(2) (A) of the Companies

Act, 1956, read with the rules framed thereunder, there are no employees satisfying the criteria as laid down therein.

The Company has not accepted any fixed deposits from members of public during the year under review and will not accept

fixed deposits from members of the public.

As on March 31, 2014, deposits amounting to Rs. 30,000/- being unclaimed, were not paid after the date on which the deposits

became due for repayment. There were no depositors whose deposits were claimed and not paid by the Company after the date

on which the deposits became due for repayment.

The details as required under Section 212 of the Companies Act, 1956 are attached in Annexure A.

Information required to be furnished in the Directors report in accordance with Companies (Disclosure of particulars in the report

of Board of Directors) Rules 1988 and forming part of Directors Report is set out in Annexure B.

The Directors confirm:

1. that in the preparation of the Annual Accounts, the applicable accounting standards have been followed and there has been no

material departure;

2. that the selected accounting policies were applied consistently and the Directors 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 as on March 31, 2014 and of the

profits of the Company for the year ended on that date;

3. that proper and sufficient care has been taken 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;

4. that the Annual Accounts have been prepared on ‘going concern’ basis.

Your Company expresses its sincere thanks to the Government of Maharashtra, Affiliates of J C Flowers & Co. LLC, Reserve Bank of

India, Commercial Banks, MMRDA, MHADA, MIDC, Maharashtra Jeevan Pradhikaran, Slum Rehabilitation Authority, MPCB,

Irrigation Corporations and other State Public Sector Undertakings for their continued support. Your Directors also place on record

their sincere appreciation for the dedicated services of the employees of the Company.

For and on behalf of Board of Directors

R. M. Premkumar

Chairman

Place : Mumbai,

Date : August 27, 2014

ANNEXURE - A

STATEMENT PURSUANT TO SECTION 212 OF THE COMPANIES ACT 1956

1. Name of the Subsidiary Company SICOM Capital Management Pvt Limited

The financial subsidiary ended on March 31,2014

Number of shares held by SICOM Ltd. 37,433 Equity Shares of Rs.10 each

(81.70% of holding)

Net aggregate of profits, less losses of the subsidiary company

so far as they concern the members of SICOM Ltd.

1 Dealt with in the accounts of SICOM Ltd., amounted to:

(a) for the subsidiary's financial year Nil

(b) for the previous financial year of the subsidiary

since it became a subsidiary of SICOM Ltd. Nil

2 Not dealt with in the accounts of SICOM Ltd., amounted to:

(a) for the subsidiary's financial year Rs.2,10,255/-


since it became a subsidiary of SICOM Ltd. Rs. 6,79,826/-

2. Name of the Subsidiary Company SICOM Investments & Finance Limited


Number of shares held by SICOM Ltd. 1,48,21,928 equity shares of Rs.10 each

(99.99% of holding )

25,00,000 Preference shares of Rs.100 each








(a) for the subsidiary's financial year Rs.12,63,93,369/-


since it became a subsidiary of SICOM Ltd. Rs.15,20,86,237/-

22


3. Name of the Subsidiary Company SICOM ARC Limited


Number of shares held by SICOM Ltd. 4,08,00,000 equity shares of Rs. 10 each

(100% of holding)








(a) for the subsidiary's financial year Rs. 1,95,49,357/-


since it became a subsidiary of SICOM Ltd. Rs. 3,15,98,487/-

4. Name of the Subsidiary Company SICOM Trustee Company Limited


Number of shares held by SICOM Ltd. 10,000 Equity shares of Rs.10 each.

(100% of holding)








(a) for the subsidiary's financial year Rs.4,020/-


since it became a subsidiary of SICOM Ltd. Rs.3,801/-

23


5. Name of the Subsidiary Company SICOM Realty Limited


Number of shares held by SICOM Ltd. 2,00,00,000

Equity Shares of Rs 10 each

(100% Holding)



1 Dealt with in the accounts of SICOM Ltd. amounted to:





(a) for the subsidiary's financial year Rs 1,33,91,244/-


since it became a subsidiary of SICOM Ltd. Rs. 2,27,41,015/-

A. CONSERVATION OF ENERGY : In view of the nature of the business

- Not Applicable

B. TECHNOLOGY ABSORPTION : In view of the nature of the business

- Not Applicable

C FOREIGN EXCHANGE EARNINGS : Total Foreign Exchange Used - Nil

Total Foreign Exchange Earned - Nil

ANNEXURE - B

Information in accordance with the Companies

(Disclosure of Particulars in the report of the Board of Directors) Rules 1988

24


EXPOSURE TO VARIOUS INDUSTRIES

(Rs. in Crores)

Assetbase and NPAs are net of Cumulative Provision and Write-offs

* - Service Industry includes sub industries viz. Hospitals and Health Care, Finance Company (Others), Housing and Real Estate, Hotels/Resorts, Transport/Shipping/Air (Passenger), Courier Services, Transport / Shipping/Air (Goods), Finance Companies NBFC, Government Securities, retail etc.

25


Industry As on 31st March, 2014 (TOTAL) As on 31st March, 2013 (TOTAL)

Total Total% toTotal

% toTotal

% toTotal

% toTotalNPA NPA

Assetbase ( Loan Products + Investments )

FOOD & FOOD PRODUCTS 471 8% 66 7 588 9% 32 4

TEXTILES 273 5% 14 1% 333 5% 4 0%

PAPER, PRINTING & PUBLISH 45 1% 35 4% 55 1% 40 5%

CHEMICALS, DRUGS, GASES 172 3% 0 0% 261 4% 23 3%

PLASTICS & PLASTIC PRODS 98 2% 17 2% 97 2% 0 0%

RUBBER & LEATHER BASED PRODUCTS 0 0% 0 0% 0 0% 0 0%

CERAMIC, CEMENT, GLASS, STONE 140 2% 0 0% 140 2% 0 0%

METALS 137 2% 99 10% 251 4% 85 11%

ENGINEERING 221 4% 62 6% 263 4% 51 6%

ELECTRONIC/ELECT PRODS 246 4% 36 4% 291 5% 64 8%

AUTOMOBILE 1 0% 0 0% 8 0% 0 0%

SERVICE INDUSTRY * 2401 42% 210 22% 2196 35% 285 36%

AGRO / DAIRY / ANIMALS 16 0% 16 2% 63 1% 63 8%

AGRO-ASSIST. PRODUCTS 71 1% 24 2% 125 2% 30 4%

MISCELLANEOUS 393 7% 0 0% 479 8% 0 0%

INFRASTRUCTURE 776 14% 293 31% 757 12% 54 7%

PHARMACEUTICALS 219 4% 81 9% 387 6% 72 9%

Grand Total :- 5677 100% 951 100% 6293 100% 802 100%

% %

INDEPENDENT AUDITORS' REPORTTO THE MEMBERS OF SICOM LIMITED

Report on the financial statements

We have audited the accompanying financial statements of SICOM Limited (‘the Company’), which comprise the balance sheet as at 31 March 2014, the statement of profit and loss, and the cash flow statement for the year then ended on that date annexed thereto, and a summary of significant accounting policies and other explanatory information.

Management’s responsibility for the financial statements

Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (‘the Act’) read with the General Circular 15 / 2013 dated 13 September 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but, not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: i. in the case of balance sheet, of the state of affairs of the Company as at 31 March 2014; ii. in the case of the statement of profit and loss, of the profit for the year ended on that date; and iii. in the case of cash flow statement, of the cash flows for the year ended on that date.

Report on Other Legal and Regulatory Requirements

As required by the Companies (Auditor’s Report) Order, 2003 (‘the Order’) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we enclose in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

As required by section 227(3) of the Act, we report that: a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for

the purpose of our audit; b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our

examination of those books; c) the balance sheet, statement of profit and loss and cash flow statement dealt with by this report are in agreement with the

books of account; d) in our opinion, the balance sheet, statement of profit and loss and cash flow statement comply with the Accounting

Standards referred to in subsection (3C) of section 211 of the Act; e) on the basis of written representations received from the Directors of the Company as on 31 March 2014, and taken on

record by the Board of Directors, none of the directors are disqualified as on 31 March 2014, from being appointed as aDirector in terms of clause (g) of sub-section (1) of section 274 of the Act.

For B S R and CompanyChartered AccountantsFirm's Registration No: 128900W

N. Sampath GaneshMumbai Partner30 June 2014 Membership No: 042554

26


Annexure to the Independent Auditors' Report - 31 March 2014

(Referred to our report of even date)

i. (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed

assets.

(b) The Company has a regular programme of physical verification of its fixed assets by which all fixed assets are verified

once in a year. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the

Company and the nature of its assets. No material discrepancies were noticed on such verification.

(c) Fixed assets disposed off during the year were not substantial, and therefore, do not affect the going concern

assumption.

ii. (a) The Company conducts their monthly verification of equity shares and other securities relating to the Company's stock in

trade on the basis of statement received from its Depository Participant and the Reserve Bank of India. In our opinion,

the frequency of this verification is reasonable.

(b) The procedures for the physical verification of stock in trade followed by the management are reasonable and adequate

in relation to the size of the Company and the nature of its business.

(c) The Company maintains proper records of stock in trade. There were no material discrepancies noticed on verification

between the dematerialised stock records and the book records.

iii. According to the information and explanations given to us, we are of the opinion that there are no companies, firms or other

parties covered in the register required under Section 301 of the Companies Act, 1956. Accordingly, paragraph 4(iii) of the

Order is not applicable.

iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system

commensurate with the size of the Company and the nature of its business with regards to purchase of stock-in-trade and fixed

assets and with regards to the sale of services. In our opinion and according to the information and explanations given to us, we

have not observed any major weaknesses in the internal control system during the course of the audit.

v. In our opinion, and according to the information and explanations given to us, there are no contracts and arrangements the

particulars of which need to be entered into the register maintained under section 301 of the Companies Act, 1956.

vi. The Company has not accepted any deposits from the public.

vii. In our opinion, the Company has an internal audit system commensurate with the size and the nature of its business.

viii. The Central Government has not prescribed the maintenance of cost records under section 209 (1) (d) of the Companies Act,

1956 for any of the activities conducted / services rendered by the Company.

ix. (a) According to the information and explanations given to us and on the basis of our examination of the records of the

Company, amounts deducted / accrued in the books of account in respect of undisputed statutory dues including

provident fund, income tax, wealth tax, service tax, and other material statutory dues have been generally regularly

deposited during the year by the Company with the appropriate authorities. As informed to us, the Company did not have

any dues on account of investor education and protection fund, employees’ state insurance, sales tax, customs duty,

excise duty and cess.

27


28

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of provident fund,

income tax, wealth tax, service tax and other material statutory dues were in arrears as at 31 March 2014 for a period of

more than six months from the date they became payable.

(c) According to the information and explanations given to us, other than those stated below, there are no dues of provident

fund, income tax, sales tax, wealth tax, service tax and other material statutory dues which have not been deposited with

the appropriate authorities on account of any dispute.

Name of Nature Amount Period to which the Forum where

the Statute of dues (Rs. Lakhs) amount relates (F.Y.) the dispute is

pending

Bombay Sales Tax Act, Sales Tax 33.47 1999-00 Sales Tax

1959 and Central Sales 25.74 2000-01 Tribunal

Tax Act, 1956 10.87 2001-02

0.33 2002-03

15.03 2003-04

x. The Company does not have any accumulated losses at the end of the financial year and has not incurred cash losses in the

financial year and in the immediately preceding financial year.

xi. In our opinion, and according to the information and explanations given to us, the Company has not defaulted in repayment of

dues to its bankers or to any financial institutions. The Company did not have any outstanding debentures during the year.

xii. In our opinion, the Company has maintained adequate records in cases where it has granted loans and advances on the basis

of security by way of pledge of shares, debentures and other securities.

xiii. In our opinion and according to the information and explanations given to us, the Company is not a chit fund / nidhi / mutual

benefit fund / society. Accordingly, the provisions of clause 4 (xiii) of the Order is not applicable to the Company.

xiv. In our opinion and according to the information and explanation given to us, necessary records have been maintained of the

transactions and contracts, and timely entries have been made in respect of the activities for acquisition of shares, securities

and other investments. Further, such shares, securities and other investments have been held by the Company in its own

name except for exemption, if any, granted under Section 49 of the Act.

xv. According to the information and explanations given to us, the Company has not given any guarantees for loans taken by

others from banks or financial institutions.

xvi. In our opinion and according to the information and explanations given to us, the term loans taken by the Company have been

applied for the purpose for which they were raised.

xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company,

we are of the opinion that the funds raised on short-term basis have not been used for long-term investment.

xviii. The Company has not made any preferential allotment of shares to parties or companies covered in the register maintained

under section 301 of the Act.


xix. The Company did not have any outstanding debentures during the year.

xx. The Company has not raised any money by public issues during the year.

xxi. According to the information and explanations given to us, no frauds on or by the Company has been noticed or reported during

the course of our audit.

For B S R and Company

Chartered Accountants

Firm’s Registration No: 128900W

N. Sampath Ganesh

Mumbai Partner

30 June 2014 Membership No: 042554

29


30

Balance sheet as at 31 March 2014(Currency: Indian Rupees in lakhs)

Particulars Note Mar-14

I EQUITY and LIABILITIES

1 Shareholders' funds

a Share capital 3 6,076.87 6,076.87

b Reserves and surplus 4 112,551.02 104,810.10

2 Non- current Liabilities

a Long- term borrowings 5 48,929.75 13,712.38

b Other long term liabilites 7 201.22 216.35

c Long- term provisions 8 223.78 1,217.75

d Contingent provision against standard assets 193.79 232.84

3 Current liabilities

a Short-term borrowings 9 339,191.70 378,214.39

b Trade payables 113.86 109.00

c Other current liabilities 10 178,671.37 262,498.10

d Short- term provisions 11 17,473.50 13,239.03

e Contingent provision against standard assets 1,321.02 1,543.26

Total 704,947.88 781,870.07

II ASSETS

1 Non- current assets

a Fixed assets 12

Tangible assets 2,809.69 3,487.40

b Non- current investments 13 18,033.26 17,856.39

c Deferred tax assets (net) 6 4,574.01 3,545.81

d Long- term loans and advances 14 61,482.22 73,894.40

e Other non- current assets 15 2,193.11 1,262.01

2 Current Assets

a Stock in trade 16 36,300.54 97,284.51

b Trade receivables 17 88.54 93.30

c Cash and bank balances 18a 2,944.40 15,301.95

d Short- term loans and advances 18b 566,114.20 562,733.97

e Other current assets 18c 10,407.91 6,410.33

Total 704,947.88 781,870.07

Significant accounting policies 2

Notes to the financial statements 3-25

The notes referred to above form an integral part of the financial statements

Mar-13

As per our report of even date attached For and on behalf of the Board of Directors of SICOM Limited


N Sampath Ganesh Baldev Singh R. M. PremkumarPartner Managing Director ChairmanMembership No: 042554Mumbai Mumbai Swati DesaiDated : June 30, 2014 June 30, 2014 Company Secretary Date :


31

Statement of Profit and loss for year ended 31st March 2014(Currency: Indian Rupees in lakhs)

Particulars Note Mar-14

INCOMEI Revenue from operations 19 93,562.75 97,573.28II Other Income 20 2,570.00 2,576.78III Total Revenue I + II 96,132.75 100,150.06

EXPENSES

Employee benefits expense 21 906.23 871.10Finance costs 22 60,144.82 62,026.10Depreciation and amortization expense 12 87.16 112.36Other expenses 23 1,739,74 1,793.24Provision for credit losses/ write-offs and write-backs 24 21,027.44 5,753.37

IV Total expenses 83,905.39 70,556.17

V Profit before exceptional and extraordinary items and tax III - IV 12,227.36 29,593.89

VI Exceptional itemsPrior period items charge /(credit) - (0.99)

VII Profit before extraordinary items and tax V - VI 12,227.36 29,594.88

VIII Extraordinary Items - -

IX Profit before tax VII -VIII 12,227.36 29,594.88

X Tax expense:1 Current tax 5,159.17 11,702.862 Deferred Tax (1.028.21) (1,673.34)

XI Profit for the period from continuing operations after tax IX - X 8,096.40 19,565.36

XII Profit for the year XI 8,096.40 19,565.36

XIII Earnings per equity share: 25.41 Basic 13.32 32.222 Diluted 13.32 32.20

Significant accounting policies 2

Notes to the financial statements 3-25

The notes referred to above form an integral part of the financial statements

Mar-13


As per our report of even date attached For and on behalf of the Board of Directors of SICOM Limited


N Sampath Ganesh Baldev Singh R. M. PremkumarPartner Managing Director ChairmanMembership No: 042554Mumbai Mumbai Swati DesaiDated : June 30, 2014 Company Secretary Date : June 30, 2014

32

CASH FLOW FROM OPERATING ACTIVITIES

Net profit before taxation 12,227.36 29,594.88

Add: Non Cash Items

Provision for bad and doubtful debts and advances 3,072.43 5,114.94

Provision for standard assets 261.29 250.42

Depreciation 87.16 112.36

Depreciation on investments (MTM only) 1,449.65 187.57

Depreciation on investments (152.63) 200.33

Loss/(gain) on sale of fixed assets (net) (1,686.66) 1.27

Loss/(gain) on sale of investments (255.08) 116.48

Interest on Income tax Refund - (1,131.05)

Dividend (238.33) (270.93)

Amortisation of G-Sec Premium 53.57 53.57

Operating profit before working capital changes 14,818.76 34,229.84

Adjustment for:

(Increase)/decrease in long term loans and advances 14,045.20 14,465.00

(Increase)/decrease in other non current assets 0.01 150.15

(Increase)/decrease in stock 61,136.61 (85,487.14)

(Increase)/decrease in trade receivables (9.62) 62.26

(Increase)/decrease in short term loans and advances (8,984.49) 15,194.76

(Increase)/decrease in other current assets 596.08 (3,581.66)

Increase/(decrease) in Long Term Liabilities (15.13) 5.42

Increase/(decrease) in Long Term Provisions (13.84) 21.73

Increase/(decrease) in Current Trade Payables 4.86 (20.07)

Increase/(decrease) in other payables (1,345.82) 2,280.15

Increase/(decrease) in Short Term Provisions 0.09 (0.75)

Cash generated from / (used in) operations 80,232.71 (22,680.31)

Income taxes paid (includes tax deducted at source) (2,027.85) (10,324.47)

Net cash generated from / (used in) operating activities (A) 78,204.86 (33,004.78)

Cash flow statement

for the year ended 31 March 2014(Currency: Indian Rupees in lakhs)

Mar-14 Mar-13


33

For and on behalf of the Board of Directors of

For B S R and Company SICOM LimitedChartered AccountantsFirm's Registration No: 128900W

N Sampath Ganesh Baldev Singh R. M. PremkumarPartner Managing Director ChairmanMembership No: 042554Mumbai Mumbai Swati DesaiDated : 30 June 2014 Company Secretary Date : 30 June 2014

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets (11.57) (9.90)

Proceeds from sale of fixed assets 2,288.76 1.50

Sale of Investments 1,074.99 768.56

Purchase of Investments (2,500.00) (25.01)

Dividend received 238.33 270.93

Capital Work in Progress (1,633.02) (1,624.53)

Net cash generated from / (used in) investing activities (B) (542.51) (618.45)

CASH FLOWS FROM FINANCING ACTIVITIES

Increase/(decrease) in Long Term Borrowings 35,217.37 (12,793.79)

Increase/(decrease) in Short Term Borrowings (111,029.37) 54,788.93

Dividend paid ( including Dividend Tax) (678.44) (681.66)

Net cash generated from / (used in) financing activities (C) (76,490.44) 41,313.48

NET INCREASE/(DECREASE) IN CASH & CASH EQUIVALENTS (A+B+C) 1,171.91 7,690.25

Cash & Cash Equivalents at the beginning of the year (see note 1) 6,348.52 (1,341.73)

Cash & Cash Equivalents at the end of the year (see note 2) 7,520.42 6,348.52

Note 1: Cash and Cash Equivalents at the beginning of the year

Cash and Cash Equivalents (As Per Note 18a of the Balance Sheet) 15,284.31 1,418.90

Short Term Lending & Borrowing (As per Note 9a of the Balance Sheet) (8,935.79) (2,760.63)

6,348.52 (1,341.73)

Note 2: Cash and Cash Equivalents at the end of the year

Cash and Cash Equivalents (As Per Note 18a of the Balance Sheet) 2,924.83 15,284.31

Short Term Lending & Borrowing (As per Note 9a of the Balance Sheet) 4,595.59 (8,935.79)

7,520.42 6,348.52

As per our report of even date attached

Cash flow statement

for the year ended 31 March 2014(Currency: Indian Rupees in lakhs)

Mar-14 Mar-13


34

2. Significant accounting policies

1. Background

SICOM Limited (‘the Company’) is registered as a Non- Banking Financial Company (‘NBFC’) (non- deposit accepting) as

defined under section 45-1A of the Reserve Bank of India (‘RBI’) Act, 1934. The Company was incorporated on 31st March

1966. The Company is primarily engaged in the business of corporate lending.

2. Significant accounting policies

2.1 Basis of preparation

The accompanying financial statements have been prepared and presented under the historical cost convention on the

accrual basis of accounting and comply with the Accounting Standards prescribed by the Companies (Accounting

Standards) Rules, 2006 and the relevant provisions of the Companies Act, 1956 (‘Act’) to the extent applicable and the

revised Schedule VI to the Act. The financial statements are presented in Indian rupees rounded off to the nearest lakhs.

The Company complies in all material respects, with the prudential norms relating to income recognition, accounting

standards, asset classification and provisioning for bad and doubtful debts and other matters, specified in the directions

issued by the Reserve Bank of India in terms of Non-Banking Financial (Non Deposit Accepting or Holding) Companies

Prudential Norms (Reserve Bank) Directions, 2007, as applicable to it.

2.2 Use of estimates

The preparation of the financial statements in conformity with generally accepted accounting principles (GAAP) requires

management to make estimates and assumptions that affect the reported amount of assets, liabilities, revenues and

expenses and disclosure of contingent liabilities on the date of the financial statements. The estimates and assumptions

used in the accompanying financial statements are based upon management’s evaluation of the relevant facts and

circumstances as of the date of the financial statements. Actual results may differ from the estimates and assumptions

used in preparing the accompanying financial statements. Any revision to accounting estimates is recognised

prospectively in current and future periods.

2.3 Fixed assets and depreciation

Fixed assets are stated at cost of acquisition less accumulated depreciation. Cost includes all expenses incidental to the

acquisition of the fixed assets and any attributable cost of bringing the asset to its working condition for its intended use.

Depreciation on fixed assets is provided on straight line method at the rates prescribed in Schedule XIV of the

Companies Act, 1956 as given below :

Sr. No. Class of Asset Rate of Depreciation

1 Furniture and fixtures 6.33%

2 Typewriter and office equipment 16.21%

3 Communication equipment 4.75%

4 Vehicles 9.50%

5 Audiovisual equipment 4.75%

6 Air conditioners and refrigerators 4.75%

7 Other machinery and equipment 4.75%

8 Sundry Assets 100%

Assets individually costing rupees five thousand or less are fully depreciated in the year of purchase/ acquisition.

The Company provides pro-rata depreciation from the date of the asset coming into use till the date of its disposal.

Notes to the financial statements

for the year ended 31 March 2014

(Currency: Indian Rupees in lakhs)


35

2. Significant accounting policies (continued)

2.4 Impairment of assets

The Company assesses at each balance sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset. If such recoverable amount of the asset is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the Statement of Profit and Loss.

If at the balance sheet date, there is an indication that a previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount subject to a maximum of depreciable historical cost.

2.5 Investments

Investments are generally intended to be held for one year or more and are hence classified as long-term investments.

Long-term investments are stated at weighted average cost. Investment in Government securities are carried at amortised / accreted cost. Any premium or discounts on acquisition of Government securities is amortised / accreted over the balance period remaining to its maturity. Investments transferred from Stock in trade are stated at lower of cost or fair value on date of transfer. Provision for diminution in the value of long-term investments is made if in the opinion of the Management such a diminution is other than temporary.

2.6 Stock in trade

The Securities acquired with the intention of short term holding and trading positions are considered as Stock-in-trade and disclosed as current assets. Stock-in-trade is carried at lower of weighted average cost and its quoted value, computed category-wise. Provision is made for depreciation if any arising therefrom.

2.7 Revenue recognition

Revenue is accounted on its accrual and is being recognized as and when there is a reasonable certainty of its ultimate realization / collection. However, income in respect of non – performing assets is recognized only on receipt thereof.

a. Interest Income:

i. Interest on long, medium and short-term loans, bridge loans and other loans and advances, inter corporate deposits, Government securities and other bonds, CBLO etc. accounted for on accrual basis taking into account the time proportion of amount outstanding and the applicable rate.

ii. Scrutiny charges and processing fees: Processing fees on bills have been considered as income on negotiating the bills of constituent parties.

b. Bill Discounting Operations:

i. Income by way of discounting charges is accrued on a straight line basis over the discounting period.

ii. Processing fees on bills are recognized as income on negotiating the bills of constituent parties.

iii. Income by way of interest on overdue bills is accounted for on accrual basis.

c. Sale of Investments & Stock in trade:

The profit / loss on sale of investments and stock-in-trade is accounted for on trade date.

Interest on investments in Government securities is recognized on time proportion basis at the respective coupon rates.

d. Fees from Services:

i. Income by way of fees on issue management, loan syndication and project consultancy services is generally accounted for on the basis of mandated schedules.

ii. Income by way of brokerage and commission on underwriting and new issues is recognized on allotment of the securities.

Notes to the financial statements (Continued)





e. Dividend:

Dividend income on shares and units of mutual funds is recognised when the right to receive dividend is established.

2.8 Loans & Advances

Loans are stated at the principal amount outstanding and interest due, net of unearned income, if any.

The Company identifies loan as non performing when management is of the opinion that it will be unable to collect the scheduled payments due under the contractual terms of the loan agreement. Further the Company’s provisioning policy complies with the ‘Non Banking Financial Companies Prudential Norms’ for asset classification and provisioning prescribed by the RBI.

The allowance for credit losses includes management estimate of probable losses inherent in the portfolio. Recoveries of amounts previously charged off are recorded in the income statement. Amounts are charged off after giving consideration to such factors as the customer financial condition, underlying collateral (including brands in some cases) and guarantees, and general and industry economic conditions. The allowance for loan losses reflects management’s estimate of losses inherent in the portfolio, considering evaluations of individual accounts and concentration of credit risk, changes in the quality of the credit portfolio, levels of non accrual loans, current economic considerations, cross-border risks, changes in the size and character of the credit risks and other pertinent factors.

2.9 Transactions in foreign currency

Foreign currency transactions are recorded at the rates of exchange prevailing on the date of the transaction. Exchange differences, if any arising out of foreign exchange transactions settled during the year are recognized in the Statement of Profit and Loss of the year.

Monetary assets and liabilities denominated in foreign currencies as at the balance sheet date are translated at the closing exchange rate on that date. The exchange differences, if any, are recognized in the Statement of Profit and Loss and related assets and liabilities are accordingly restated in the balance sheet.

2.10 Employee benefits

a. Gratuity

The Company has joined the Group Gratuity (Cash Accumulation) cum Life Assurance Scheme of Life Insurance Corporation of India (LIC). Company’s liability towards gratuity is calculated on the basis of actuarial valuation carried out by an independent actuary on the balance sheet date. The gratuity liability is calculated using the Projected Unit Credit Method which recognizes each period of service as giving rise to additional unit of employee benefit entitlement and measure each unit separately to build up the final obligation. The obligation is measured at the present value of estimated future cash flows. The discount rates used for determining the present value of obligation, is based on the market yields on Government securities as at the Balance Sheet date, having maturity periods approximating to the terms of related obligations. Actuarial gains and losses are recognized immediately in the Statement of Profit and Loss and contributions are accounted for on accrual basis and recognized in the Statement of Profit and Loss payable to the said scheme is charged to the Statement of Profit and Loss for the year, which is determined on the basis of intimation received from LIC.

b. Provident fund

The Company contributes to a recognized provident fund which is a defined contribution scheme. The contributions are accounted for on an accrual basis and recognized in the Statement of Profit and Loss.

c. Short-term employee benefits

All employee benefits payable wholly within twelve months of rendering the service are classified as short-term employee benefits. These benefits include compensated absences such as paid annual leave and sickness leave. The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered by employees is recognized in the Statement of Profit and Loss during the year.

d. Leave encashment

Leave encashment which is a defined benefit, is accrued based on an actuarial valuation at the balance sheet date carried out by an independent actuary.

Notes to the financial statements (continued)



36


37


a. Current tax

Income tax expense comprises current tax (i.e. amount of tax for the period determined in accordance with the Income Tax Act, 1961) and deferred tax charge or credit (reflecting the tax effects of timing differences between accounting income and taxable income for the period).

Current income tax is recognised on an annual basis under the taxes payable method, based on the estimated tax liability computed after taking credit for allowances and exemption in accordance with Income Tax Act, 1961.

b. Deferred tax

The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognised using the tax rates that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are recognised only to the extent there is reasonable certainty that the assets can be realised in future, however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognised only if there is a virtual certainty of realisation of such assets. Deferred tax assets are reviewed as at each balance sheet date and written down or written up to reflect the amount that is reasonable/virtually certain (as the case may be) to be realised.

2.12 Operating leases

Lease/ Licenses where the lessor effectively retains substantially all the risks and benefits of ownership over the lease term are classified as operating lease. Operating lease charges are recognised as an expense in the Statement of Profit and Loss on a straight line basis over the lease term.

2.13 Earnings per share

The basic earnings per share is computed by dividing the net profit attributable to the equity shareholders by weighted average number of equity shares outstanding during the reporting year.

Number of equity shares used in computing diluted earnings per share comprises the weighted average number of equity shares which would have been issued on the conversion of all dilutive potential shares. In computing diluted earnings per share, only potential equity shares that are dilutive are included.

Diluted earning per share reflect the potential dilution that could occur if securities or other contracts to issue equity shares were exercised or converted during the year. Diluted earning per share is computed by dividing the net profit after tax by weighted average number of equity shares and dilutive potential equity shares outstanding during the year.

2.14 Provisions, contingent liabilities and contingent assets

The Company creates a provision when there is present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. When there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.

Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. If it is no longer probable that the outflow of resources would be required to settle the obligation, the provision is reversed.

Contingent assets are not recognized in the financial statements. However, contingent assets are assessed continually and if it is virtually certain that an economic benefit will arise, the asset and related income are recognized in the period in which the change occurs.

2.15 Bad Debts and Provision for doubtful debts

Provision for Non performing Assets is made based on management’s assessment of the degree of impairment subject to minimum provisioning level in accordance with the prudential norms for asset classification and provisioning prescribed by the RBI for Non-Banking Financial Companies.

2.11 Taxation





38

Mar-14 Mar-13

3 Share capital

3a Authorised capital

200,000,000 (Previous year 200,000,000) Equity shares of Rs 10 each 20,000.00 20,000.00

50,000,000 (Previous year 50,000,000 ) Preference shares of Rs10 each 5,000.00 5,000.00

Issued, subscribed and fully paid-up

60,768,703 (Previous year 60,768,703) Equity shares of Rs. 10 each,fully paid up 6,076.87 6,076.87

6,076.87 6,076.87

3b Shareholders holding more than 5% shares as at 31 March 2014 are as follows:

Equity shares Mar-14 Mar-13

Name of the Shareholder No. of Shares Amount % Holding No. of Shares Amount % Holding

Government of Maharashtra 29,820,800 2,982.08 49.07 29,820,800 2,982.08 49.07

JCF Bin II 19,762,679 1,976.27 32.52 19,762,679 1,976.27 32.52

Gabbro Limited 5,182,048 518.20 8.53 5,182,048 518.20 8.53

Reconciliation of shares outstanding at the beginning and at the end of the reporting period

Mar-14 Mar-13

Number Amount Number Amount

Equity shares

At the commencement of the period 60,768,703 6,076.87 60,720,000 6,072.00

Shares converted from preference to equity - - 48,703 4.87

At the end of the period 60,768,703 6,076.87 60,768,703 6,076.87

Mar-14 Mar-13

Number Amount Number Amount

Preference shares

At the commencement of the period - - 2,150,000 215.00

Shares converted from preference to equity - - 2,150,000 215.00

At the end of the period - - - -

3c Terms of Conversion:

Preference Shares of Rs. 10 each fully paid, were compulsorily convertible into equity shares of Rs.10 each at the option of shareholders, after expiry of one year and before the end of five years from the date of allotment (26 March 2008). The above preference shares have been converted into equity shares of Rs.10 each on 25 March 2013 at Rs. 441.45 per share, determined in accordance with the terms of conversion of preference shares.

3d Rights, Preferences and Restrictions attached to each class of shares

Each holder of equity shares is entitled to one vote per share in the meeting of equity shareholders.


as at 31st March 2014



39

Mar-14 Mar-13

4 Reserves and surplus

Capital Redemption Reserve 2,950.00 2,950.00

General Reserve

Opening Balance 10,914.47 10,425.47

Add: Transfer from Statement of profit and loss 202.00 489.00

Closing Balance 11,116.47 10,914.47

Special Reserve

In terms of Section 36(1)(viii) of the Income Tax Act, 1961


Add : Transfer from Statement of profit and loss 197.25 553.01


Reserve under Reserve Bank of India Act, 1934


Add: Transfer from Statement of profit and loss 1,619.00 3,913.00


Securities Premium account

Opening Balance 210.13 -

Add: Addition during the year - 210.13

Closing Balance 210.13 210.13

Surplus


Add: Profit for the year transferred from

statement of profit and loss 8,096.40 19,565.36

Amount available for appropriation 71,820.41 69,337.21

Appropriations:

Transfer to special reserve under Income Tax Act, 1961 197.25 553.01

Transfer to reserve under RBI Act, 1934 1,619.00 3,913.00

Transfer to general reserve 202.00 489.00

Proposed dividend 303.84 607.69

Dividend distribution tax 51.64 50.50

2,373.73 5,613.20


112,551.02 104,810.10





4b Nature and purpose of reserves

General Reserve

General Reserve represents reserve created on transfer of such percentage of its profits of that year as prescribed in the

Companies (Transfer of Profits to Reserves) Rules, 1975.

Special Reserve

A special reserve is created u/s 36(1)(viii) of Income Tax Act, 1961, such benefit being available to financial corporations,

specified in Section 4A of the Companies Act, 1956 engaged in the business of providing long term finance for industrial

development in India.

Reserve under Reserve Bank of India Act, 1934 ( RBI Act)

It represents reserve created under Section 45-IC of the RBI Act, whereby every Non Banking Financial Company is required

to transfer a sum of not less than 20% of its net profit every year as disclosed in the Statement of profit and loss.

5a Long- term borrowings

Term loans from banks (secured) 23,661.13 13,712.38

23,661.13 13,712.38

Deposits from PSUs / PSEs / Corporates

Secured 10,105.49 -

Unsecured 15,163.13 -

25,268.62 -

48,929.75 13,712.38

5b Nature of security

Term loans from banks are secured against hypothecation of principal receivables in respect of loans/ advances to industrial

units.

Deposits from PSUs/PSEs/Corporates are secured by a floating charge on un-encumbered financial and non financial assets

of the Company.

5c Terms of repayments

The term loans from various banks are repayable over a period of 3 -5 years on a quarterly and half yearly basis at rate

ranging from 10.75% to 11.75% in accordance with the terms of agreement with banks.

Deposits from PSUs/PSEs/Corporates are repayable on maturity ranging between 12-36 months at the interest rate ranging

from 10.75%-12% in accordance with the terms of agreement with the deposit holder.

Mar-14 Mar-13

40








6 Deferred tax assets (net)

In compliance with the Accounting Standard 22 'Accounting for taxes on Income', the Company has recognised deferred tax.

The major components of deferred tax assets and liabilities are as follows:

Deferred Tax Asset

Provision for doubtful assets

Loans 6,324.25 5,195.88

Debtors 27.56 22.67

Advances 9.25 9.25

Investments 145.94 156.85

Provision for Gratuity 25.00 28.20

Provision for compensated absence 50.68 52.16

Amortisation of G-Sec Premium 195.53 177.32

Total 6,778.21 5,642.33

Deferred Tax Liability

Depreciation (295.98) (255.57)

Special Reserve u/s 36(1)(viii) of Income Tax Act, 1961 (1,908.22) (1,840.95)

Deferred tax assets / (liabilities) 4,574.01 3,545.81

7 Other long term liabilites

Other Loans and Advances received

Deposits and advances received 178.54 177.37

Other liabilites 22.68 38.98

201.22 216.35

8 Long- term provisions

Gratuity 72.22 81.52

Compensated absence 146.00 150.54

Others

Doubtful loans and advances to industrial units 5.56 985.69

223.78 1,217.75

41


Mar-14 Mar-13

9a Short -term borrowings

Loans repayable on demand from banks

Bank Overdraft (secured) 1,497.16 1,495.32

Loans repayable on demand from other parties

Loan from Government of India (Food Ministry)

Unsecured 141.00 141.00

Loan from Government of Maharashtra (GOM)

- Interest bearing readjustment loan

Unsecured 4,602.58 4,602.58

Deposits

Deposits from PSUs/PSEs/Corporates

Secured 247,586.32 273,504.21

Unsecured 85,364.64 89,535.49

Other loans and advances

Collateralised Borrowing and Lending Obligation (CBLO)- Secured - 2,860.69

Clearcorp Repo Order Matching System (CROMS) - Secured - 6,075.10

339,191.70 378,214.39

9b Nature of Security

1 Deposits from PSUs/PSEs/Corporates are secured by a floating charge on un-encumbered financial and non financialassets of the Company.

2 Collateralised Borrowing and Lending Obligation is secured against Government securites (Cost Rs.3,165.82 lakhs,Face Value Rs.3,000 lakhs) placed with Clearing Corporation of India Ltd (CCIL).

Clearcorp Repo Order Matching System (CROMS) is secured against Government securities.

3 Bank Overdraft is secured against specific receivables in respect of financial assets.

9c Terms of repayment of short term borrowings

Bank Overdraft (Secured)

Overdraft facility from bank carries interest at the rate ranging from 11.25% to 13% p.a. computed on the monthly basis on the actual amount utilised and is repayable on demand.

Loan from Government of India (Food Ministry)

The Company obtained Interest free loan from Ministry of Food Processing Industries (MOFPI) of Rs.291 lakhs (present outstanding is Rs.141 lakhs) for investing in the equity shares of five undertakings. As per agreement, above loan is repayable to MOFPI within three years from commencement of commercial production by these undertakings or five years from the date of payment whichever is earlier. At the expiry of the above mentioned period, SICOM is to disinvest the said amount from the investee companies and return the interest free loan to MOFPI. Any delay in payment beyond the stipulated period mentioned above would carry interest @15% p.a. However, since these undertakings have turned sick or closed down, the Company was unable to divest investments in these undertakings. As at balance sheet date, the Company has requested MOFPI for waiver of these loans and accrued interest thereon. Pending a decision by Government of India, interest continues to be accrued on the aforesaid loan. There has been no further progress on the matter in FY 2013-14.




42


Loan from Government of Maharashtra

In the year 1995-96, the Government of Maharashtra (GoM) divested its 51% holding in the Company for Rs.23,012.88 lakhs and provided this amount to the Company as interest free re-adjustment loan.

As per Government Resolution (GR) dated 13 June 2000, the GoM converted the interest free re-adjustment loan into interest free subordinate debt and stipulated that 10% of the loan amount shall become interest bearing every year beginning 2000-2001 with interest @10% p.a. and that the interest on the said loan be payable to GoM on 31 March every year. The outstanding loan as at Balance Sheet date is Rs. 4,602.58 lakhs (Previous year Rs.4,602.58 lakhs) and is interest bearing. The GR also provided that repayment of the subordinated debt will be carried out based on mutual discussion between the Company and GoM.

In the meeting of the Empowered Committee (constituted by the GoM) dated 31 January 2004, it was suggested to consider converting interest bearing loan into Grant or interest free loan or converting the entire loan into preference share capital. Pending decision in the matter, the Company has accrued interest on the aforesaid loan for the period since April 1, 2003.

The Company has vide its letters dated December 2, 2011 and March 29, 2012 requested the GoM for conversion of the outstanding loan alongwith interest accrued thereon of Rs. 4,143 lakhs into sub-ordinated loan for a period of 10 years. There has been no further progress on the matter in FY 2013-14.

Deposits from PSUs/PSEs/Corporates

Deposits from PSUs/PSEs/Corporates are repayable on maturity within 12 months, interest rate ranging from 6.50% - 10.75%, in accordance with the terms of agreement with the deposit holder.

Collateralised Borrowing and Lending Obligations

CBLOs are overnight borrowings and are repayable on the following day at interest rate ranging from 6.50% to 11%.

CROMS are overnight borrowings at interest rate ranging from 8%-8.50% and are repayable on the next trading day.




43


Mar-14 Mar-13

10 Other current liabilities

Current maturities of Long term debt

Term loans from banks

Secured 156,823.45 237,765.92

Interest accrued but not due on Deposits

- Deposits from PSUs / PSEs /Corporates 10,034.89 10,669.09

Interest accrued

- on readjustment loan from GOM 5,062.83 4,602.58

Income received in advance 1,250.80 1,142.45

(Unexpired discounting charges)

Unpaid dividend 19.57 17.64

(Refer Note 10a below)

Other Payables

Other liabilities (Refer Note 10b below) 2,646.44 3,651.47

Deposits and advances received 2,614.31 2,888.02

Provision for tax (net of advance tax & TDS 2014: Rs. 4,559.00 lakhs,

2013: Rs. 9,943.44 lakhs) 219.08 1,760.93

178,671.37 262,498.10

10a Note on Unpaid Dividend

No part of unpaid dividend has remained outstanding for a period of 7 years from the date they became due for payment.

Hence, transfer to the Investor Education and Protection Fund is not required during the year.

10b The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which

recommends that the Micro Small and Medium Enterprises should mention in their correspondence with its customers the

Entrepreneurs Memorandum Number as allocated after filing of the Memorandum. Based on the information available with

the management on the above, as at 31 March 2014, no dues were outstanding to micro and small enterprises as defined

under the Micro, Small and Medium Enterprises Development Act, 2006. Further, the Company has not received any claim

for interest from any supplier under the said Act till 31 March 2014.

11 Short- term provisions

Gratuity 1.33 1.43

Compensated absence 3.64 3.45

Others

Doubtful loans and advances to industrial units 11,791.28 8,490.70

Doubtful bills discounted 5,294.56 4,034.02

Bad and doubtful advances 27.21 27.21

Proposed dividend (including dividend tax) 355.48 682.22

17,473.50 13,239.03




44


45



as at 31 March 2014


12 FIXED ASSETS

GROSS BLOCK (AT COST) DEPRECIATION NET BLOCK

PARTICULARS As at Additions Deductions/ As at Up to For the Deductions/ Balance As on As on

April Adjustments March April year Adjustments as on March March March

1, 2013 31, 2014 1, 2013 31, 2014 31, 2014 31, 2013

1 Ownership Premises

For own use 1,841.85 - - 1,841.85 541.66 30.02 - 571.68 1,270.17 1,300.19

Under Lease 1,469.12 - - 1,469.12 164.21 23.95 - 188.16 1,280.96 1,304.91

2 Leasehold premises

under lease 686.51 - 686.51 - 81.95 2.59 84.54 - - 604.56

3 Furniture and Fixtures 171.25 - - 171.25 31.75 10.84 - 42.59 128.66 139.50

4 Typewriter and Office

Equipment 9.19 - - 9.19 3.26 0.44 - 3.70 5.49 5.93

5 Computer 157.13 8.87 - 166.00 142.70 9.63 - 152.33 13.67 14.43

6 Electronic Telephone 15.90 - - 15.90 7.56 0.76 - 8.32 7.58 8.34

Exchange

7 Vehicles 58.02 - 3.19 54.83 18.03 4.74 3.19 19.58 35.25 39.99

8 Audio Visual Equipment 35.52 - 0.20 35.32 6.23 1.69 0.05 7.87 27.45 29.29

9 Air Conditioners and

Refrigerators 4.73 1.39 - 6.12 1.51 0.24 - 1.75 4.37 3.22

10 Other Machinery and

Equipment 46.65 1.30 - 47.95 9.61 2.25 - 11.86 36.09 37.04

11 Sundry Assets 38.14 0.01 0.03 38.12 38.14 0.01 0.03 38.12 - -

TOTAL 4,534.01 11.57 689.93 3,855.65 1,046.61 87.16 87.81 1,045.96 2,809.69 3,487.40

Previous Year (4,532.90) (377.19) (376.08) (4,534.01) (940.29) (112.36) (6.03) (1,046.61) (3,487.40)

Figures in bracket relate to previous year

Non-current assets

13 Non-Current Investments

(valued at cost) Mar-14 Mar-13

Face Value Quantity Amount Quantity Amount

Investments in Equity Shares (Quoted, Fully Paid Up)

1 Godavari Drugs Limited 10 61,225 30.61 65,600 32.80

2 Morepen Laboratories Limited 2 921,625 184.33 921,625 184.33

3 Reliance Power Ltd. 10 1,904,147 5,355.96 1,904,147 5,355.96

4 Polygenta Technologies Limited 10 250,000 25.00 250,000 25.00

5 Mitcon Consultancy & Engineering Services Limited 10 800,000 2.00 - -

5,597.90 5,598.09

Less: provision for dimunition in the value of investments 3,216.56 1,716.56

Aggregate book value of quoted investments (A) 2,381.34 3,881.53

Aggregate market value of quoted investments 1,744.08 1,220.12

Investments in equity shares of Subsidiaries (Unquoted, fully paid up)

1 SICOM Capital Management Private Limited 10 37,433 3.74 37,433 3.74

2 SICOM Investment & Finance Limited 10 14,821,928 4,475.05 14,821,928 4,475.05

3 SICOM Trustee Company Limited 10 10,000 1.00 10,000 1.00

4 SICOM ARC Limited 10 4,080,000 1,005.00 4,080,000 1,005.00

5 SICOM Realty Limited 10 20,000,000 2,700.00 20,000,000 2,700.00

Investments in equity shares of Associates (Unquoted, fully paid up)

6 SICOM SREI Maharashtra Infrastructure Private Limited 10 - - 5,000 0.50

Investments in Equity Shares - Others (Unquoted, Fully Paid Up)

7 Mitcon Consultancy & Engineering Services Limited 100 - - 5,000 2.00

8 Plus Paper Foodpac Limited 10 1,000,000 400.00 1,000,000 400.00

9 Ring Plus Aqua Limited 10 247,200 96.44 247,200 96.44

10 Maharashtra Airport Development Company Limited 10 1,000,000 200.00 1,000,000 200.00

11 Neilsoft Ltd. 10 501,250 103.50 501,250 103.50

12 Nagpur Mass Transport Company Pvt. Ltd. 10 50,000 5.00 50,000 5.00

13 Other Scrips 5,452,139 0.20 5,452,139 0.20

(B) 8,989.93 8,992.43

Investment in Preference Shares (Unquoted, Fully Paid Up)

1 0.01% Morepen Laboratories 100 829,463 829.46 829,463 829.46

2 5% Magma Fincorp Ltd. 100 - - 600,000 688.81




46


Non-current assets

13 Non-Current Investments

Mar-14 Mar-13

Face Value Quantity Amount Quantity Amount

3 10% SICOM Investment & Finance Limited 100 2,500,000 2,500.00 - -

4 Other Scrips 1,398,456 0.04 1,398,456 0.04

(C) 3,329.50 1,518.31

Investment in Government Securities (Refer note 9b)

1 10.71% Government Stock 2016 100 1,000,000 1,105.86 1,000,000 1,141.15

2 8.07% Government Stock 2017 100 1,000,000 1,046.34 1,000,000 1,061.78

3 6.35% Government Stock 2020 100 500,000 517.00 500,000 519.83

4 5.59% Government Stock 2016 100 500,000 496.62 500,000 496.62

(D) 3,165.82 3,219.38

Investments in Units /Bonds (Unquoted Fully Paid Up)

1 Arcil Sun Earth Ceramics Ltd. 916 59,013 500.70 59,013 500.70

2 SICOM Venture Capital Funds 100,000 - - 94 94.32

3 Units of India Growth Fund(Face Value Rs.1000 each, Rs 966.73 paid up) 1,000 34,913.91 337.53 37,945.78 371.63

4 Other Scrips 337,200 0.03 337,200 0.03

838.26 966.68

Less: provision for dimunition in the value of investments 671.59 721.94

(E) 166.67 244.74

Total Book Value of Unquoted Investment as at 31st March 2014 (B+C+D+E) 15,651.92 13,974.86

Total Book Value of Quoted & Unquoted Investment as at 31st March 2014 18,033.26 17,856.39

Aggregate Provision for dimunition in the value of investments 3,888.15 2,438.50

(valued at cost)




47





Non-current assets Mar-14 Mar-13

14 Long- term loans and advances

14a Capital Advances

Capital advances 3,262.33 1,629.31

14b Security Deposits

Unsecured, considered good

- Security deposits 603.69 376.53

14c Loans and advances to related parties


- SICOM Realty Limited 407.00 407.00

14d Other Loans and Advances

Loans to Industrial Units

Secured, considered good 57,156.63 71,242.94

Unsecured, considered good - -

Doubtful (NPA as per RBI guidelines)

- Secured - 154.83

57,156.63 71,397.77

Staff Loans

Secured, considered good 37.78 54.93

Unsecured, considered good 14.79 52.57 28.86

61,482.22 73,894.40

15 Other non- current assets

(Unsecured considered good unless otherwise specified)

Advance tax & TDS (net of provision for Tax 2014:Rs. 45,589.06 Lakhs, 2013:Rs. 33,503.60 lakhs) 2,097.35 1,166.24

Sales Tax paid (Refer note 25.1 (b)) 56.42 56.43

Advances recoverable in cash or in kind 14.82 14.82

Bank deposits with more than 12 months maturity 24.52 24.52

2,193.11 1,262.01

48


16 Stock in Trade

Mar-14 Mar-13

Sr.No. Name of the Company Face Value Quantity Cost Quantity Cost

A Equity Shares (Quoted, carried atlower of cost and net realisable value)

1 NHPC Limited 10 9,601,034 1,833.80 9,601,034 1,905.81

2 Indiabulls Power Limited 10 2,398,883 182.32 2,398,883 197.91

A 11,999,917 2,016.12 11,999,917 2,103.72

B Government Securities (Quoted, carriedat lower of cost and net realisable value)

1 8.15% Govt.Stock 2022 100 - - 2,000,000 1,885.30

2 8.33% Govt Stock 2026 100 - - 2,000,000 2,034.43

3 8.20% Govt Stock 2025 100 - - 5,500,000 5,542.88

4 7% Fert Co GOI SPL Bonds 2022 100 - - 20,000 18.39

5 0.00 91DTB17042014 100 2,500,000 2,482.10 - -

B 2,500,000 2482.10 9,520,000 9,481.00

C Corporate Bonds (Quoted, carriedat lower of cost and net realisable value)

1 12.75% India Infoline Finance Limited 2018 1,000 - - 176,300 1,763.00

2 10% Punj Lloyd Limited 2014 100,000 - - 790 790.00

3 8.10% Indian Railway Finance Corporation Limited 2027 1,000 - - 350,000 3,692.50

4 7.18% Indian Railway Finance Corporation Limited 2023 1,000 - - 50,000 500.00

5 7.34% Indian Railway Finance Corporation Limited 2028 1,000 - - 500,000 5,000.00

6 8.20% Power Finance Corporation Limited 2022 1,000 - - 420,000 4,418.40

7 8.30% Power Finance Corporation Limited 2027 1,000 - - 232,000 2,489.36

8 0.00% Rajasthan Rajya Vidyut Prasaran Nigam Ltd 2020 500,000 - - 600 1,557.79

9 10.75% DPSC Limited 2020 200,000 - - 500 1,000.00

10 10.75% DPSC Limited 2017 200,000 - - 500 1,000.00

11 10.75% DPSC Limited 2019 200,000 - - 995 1,990.00

12 10.20% Aegis Logistics Limited 2020 1,000,000 - - 100 970.00

13 10.45% GSPC NCD Perpetual (Call option : 29/09/2022) 1,000,000 - - 150 1,533.89

14 10.75% Srei Equipment Finance Private Limited 2014 1,000,000 - - 284 2,840.00

15 10.75% DPSC Limited 2018 200,000 - - 111 222.00

16 9.90% IFCI Limited 2027 1,000,000 - - 500 125.00

17 10% Reliance Capital Limited 2017 1,000,000 - - 4 40.17

18 13% Muthoot Finance Limited 2017 1,000,000 - - 22 220.00

19 11.15% Welspun Corp Limited 2019 1,000,000 - - 192 1,920.00

20 7.5% Water and Sanitation Pooled Fundloa 2020 1,000,000 - - 150 150.00

21 9.90% IFCI Limited 2022 1,000,000 - - 560 140.00

22 12.50% Magma Fincorp Limited Perpetual(Call Option :1st Feb. 2023) 1,000,000 - - 3 30.00

23 12.50% Magma Fincorp Limited Perpetual(Call Option :1st Feb. 2023) 1,000,000 - - 1 10.00

24 9.90% IFCI Limited BONDS 2021 1,000,000 - - 400 4,000.00

25 10% Reliance Capital Limited 2017 1,000,000 - - 100 999.60

26 9.90% Reliance Capital Limited 2023 1,000,000 - - 130 1,300.00




49



28 8.72% Power Finance Corporation Limited 2017 1,000,000 - - 50 500.00




32 8.82% Power Finance Corporation Ltd 2020 1,000,000 - - 50 500.00

33 9.18% Housing Development Finance Corporation Limited 2018 1,000,000 - - 100 1,000.00

34 8.70% Rural Electrification Corporation Limited 2018 1,000,000 - - 30 300.00

35 9.90% IFCI Limited 2032 25,000 - - 19,200 4,799.66

36 8.30% National Highways Authority of India 2027 1,000 - - 50,000 541.25

37 11.40% Meghalaya State Electricity Board 2018 1,000,000 - - 20 211.50

38 9.85% Tamilnadu Electricity Board 2015 1,000,000 - - 28 282.80

39 9.14% Small Industries Development Bank of India 2016 1,000,000 - - 50 496.89

40 6% Investment in Bonds of NHAI / REC forclaiming tax 2016 5,000,000 500 50.00 - -

41 10.45% GSPC NCD 2072 1,000,000 650 6,790.70 - -

42 10.20% Shriram Equipment Finance Co. Ltd., 2023 1,000,000 50 500.00 - -

C 1,200 7,340.70 1,804,820 56,363.77

D Certificate of Deposits (Unqoted,lower of cost and fair value)

1 Canara Bank 100,000 - - 10000 9,776.95

2 Vijaya Bank 100,000 - - 10000 9,776.30

3 Syndicate Bank 100,000 - - 10000 9,782.77

4 Uco Bank 100,000 15,000 14,659.50 - -

5 The South Indian Bank 100,000 5,000 4,914.38 - -

6 Corporation Bank 100,000 5,000 4,887.74 - -

D 25,000 24,461.62 30000 29,336.02

(A+B+C+D) 36,300.54 97,284.51

Current assets

Mar-14 Mar-13

17 Trade Receivables

Outstanding for a period exceeding 6 months

- Unsecured and considered good 36.31 55.83

- Doubtful 77.45 66.70

113.76 122.53

Less: Provision for doubtful debts 81.08 66.70

32.68 55.83

Others considered good 55.86 37.47

88.54 93.30

Mar-14 Mar-13

Sr.No. Name of the Company Face Value Quantity Cost Quantity Cost




50


Current assets

Mar-14 Mar-13

18a Cash and bank balances

Cash and cash equivalents

Cash on hand 1.77 1.67

Balances with other banks in current accounts 2,923.06 15,282.64

Other Bank balances

Earmarked Balance with banks

- Unpaid Dividend 19.57 17.64

2,944.40 15,301.95

18b Short- term loans and advances

Loans & Advances to Related Parties


- SICOM Realty Limited 1,425.00 -

- SICOM Investment & Finance Limited 3,500.00 1,000.00

4,925.00 1,000.00

Loans to Industrial Units

Secured , considered good 429,849.88 445,320.77

Unsecured, considered good 9,835.10 16,698.62


- Secured 12,183.76 16,157.62

- Unsecured 377.93 377.93

452,246.67 478,554.94

Bills discounted

Secured, considered good 36,322.78 41,362.50

Unsecured , considered good 6,281.46 32,381.46


- Secured 10,792.59 3,165.67

- Unsecured 2,215.95 289.96

55,612.78 77,199.59




51


Staff Loans

Secured, considered good 9.32 -

Unsecured, considered good 6.88 0.10

16.20 0.10


- Security Deposits 0.31 0.50


- Advances recoverable in cash or in kind 53,313.24 374.59

- Income tax refund receivable - 5,604.25

53,313.24 5,978.84

566,114.20 562,733.97

18c Other current assets

Interest accrued and due

- on industrial loans 5,214.28 3,813.80

- on bill discounting loans 3.17 5.03

Interest accrued but not due

- on investments 314.07 2,297.51

- on other loans 118.32 131.51

5,649.84 6,247.85

CBLO Lending 4,595.59 -

Other Assets 162.48 162.48

10,407.91 6,410.33




52


Mar-14 Mar-13

19 Revenue from operations

Interest income

- on Term Loans 74,989.11 84,638.78

Bill discounting charges 6,864.24 7,644.35

(A) 81,853.35 92,283.13

Fee income

Scrutiny charges and processing fees 374.29 643.28

Management fees/ project consultancy fees 161.59 361.85

(B) 535.88 1,005.13

Income from treasury operations

Profit on trading of securities (net) 3,216.40 395.22

Collateralised borrowing and lending obligation discount charges 41.62 7.93

Interest

- on bonds 6,658.02 2,129.43

- on Government securities 823.96 532.15

(C) 10,740.00 3,064.73

Amounts written off earlier recovered during the year 326.01 958.42

Premium on Premature repayment 107.51 261.87

(D) 433.52 1,220.29

(A+B+C+D) 93,562.75 97,573.28




53


Mar-14 Mar-13

20 Other Income

Income from investments

Profit on sale of long term investment (net) 227.33 -

Income from other investments

- Dividend earned 238.33 270.93

- Surplus Distribution on Divestment of India Growth Fund 27.75 -

(A) 493.41 270.93

Other income

Rent and License fees 188.83 794.92

Interest on Income Tax Refund - 1,131.05

Interest on other deposits 52.40 11.82

Profit on sale of fixed assets (Net) 1,686.66 -

Other Interest 9.90 30.84

Miscellaneous Receipts 138.80 337.22

(B) 2,076.59 2,305.85

(A+B) 2,570.00 2,576.78




54


Mar-14 Mar-13

21 Employee Benefit Expenses

Salaries, Bonus and Allowances 733.16 654.09

Gratuity 6.05 70.58

Contribution to provident and other funds 116.77 106.94

Staff benefits / welfare 50.25 39.49

906.23 871.10

22 Finance costs

Interest expense

On Other Loans, Deposits from PSUs/PSEs/Corporates 37,152.66 35,824.83

On Readjustment Loan from Government of Maharashtra 460.26 460.26

On Term Loans 21,514.37 24,572.87

Other Borrowing Cost

Brokerage on Deposits from PSUs/PSEs/Corporates 154.68 251.82

Processing Charges on Line of credit and referral fees 41.73 389.10

Discount Charges - Collateralised Borrowing and Lending Obligation 814.85 523.08

Collateralised Borrowing and Lending Obligation Charges 6.27 4.14

60,144.82 62,026.10




55


Mar-14 Mar-13

23 Other Expenses

Rent 0.24 -

Rates and Taxes 98.44 54.20

Repairs and Renewals

- Machinery 6.27 4.90

- Building - 4.66

Electricity Charges 26.35 25.51

Maintenance of Ownership Flats 82.56 129.09

Travelling Expenses 30.17 26.42

Directors' Fees 2.35 2.76

Payment to auditors

- Statutory audit fees 15.93 15.94

- Tax audit fees 2.00 2.12

- Other Services 2.90 0.21

- Expenses 0.83 0.82

Legal and Professional Charges 379.67 247.69

Promotional Expenses 1.06 0.14

Printing and Stationery 73.48 114.40

Postage, Telegrams and Telephones 15.39 15.59

Bank Charges and Commission 34.23 29.45

Insurance Charges 1.30 2.05

ARC Recovery Commission 243.31 351.92

Computer and Related Expenses 61.65 101.34

Loss on sale of long term investment (net) - 116.48

Loss on sale of fixed asset - 1.27

Clearing Corporation of India Ltd Charges 37.81 5.29

Asset Management Fees to SIFL 355.31 345.08

Stock Holding Corporation of India Ltd charges - 10.67

Amortization of Government Securities Premium 53.57 -

Miscellaneous expenses 214.92 185.24

1,739.74 1,793.24

24 Provisions for credit losses/ write offs and write-backs

Irrecoverable loans written off 16,396.70 0.11

Provisions

For Bad and Doubtful Debts and Advances [after adjusting provision 3,072.43 5,114.94

written back of Rs. 5,746.93 Lakhs (previous year Rs. 2,638.30 Lakhs)]

For Standard Assets 261.29 250.42

For diminution in value of stock- in- trade (152.63) 200.33

For diminution in value of investments 1,449.65 187.57

21,027.44 5,753.37




56



for the year ended 31 March 2014(Currency : Indian Rupees in lakhs)

25 Notes to the financial statements

25.1 Contingent liabilities and Commitments

Contingent liabilities

2014 2013

a Claims against the Company not acknowledged as debts Including claims of Rs.15,203 lakhs (previous year Rs.15,203 lakhs) by way of damages by various Customers against whom the Company has initiated recovery proceedings in respect of loans aggregating Rs. 315 lakhs (previous year Rs. 315 lakhs)

Reserve Bank of India (‘RBI’) vide its letter No.DNBS(BD) No.140/05.02/2000-01 dated 7th August, 2000 has concurred with the Company's view that for the purpose of computation of Capital Adequacy, the contingent liability would be limited to amounts / dues outstanding as on the date of filing of suit or takeover of assets charged as security, irrespective of the damages claimed by the borrower.

15,249.00 15,249.00

b Disputed sales tax demand

[Amounts paid under protest Rs.56.42 lakhs (previous year Rs. 56.42 lakhs)]

141.86 141.86

c Disputed income tax demand 245.83 123.80

d Disputed demand from landlords for premises taken on rent where the Company is presently unable to estimate the amount that may be required to settle the claim.

1,825.00 1,825.00

e Loan received from Ministry of Food Processing Industries (MOFPI), Govt. of India, along with similar contribution by the Company was disbursed to Dynamix Dairy Industries (‘Dynamix’). The Company as well as Dynamix had written to Ministry for waiver of interest on such loan. Interest liability of the above mentioned party has been appropriated by the Company against the Corporate Deposits placed by Dynamix. Such amount of Rs. 66.00 lakhs may arise as liability if in future MOFPI demands payment.

66.00 66.00

57


Particulars 2014 2013

Profit available to Equity Shareholders (A)

Profit after tax (Rs. in lakhs) 8,096.40 19,565.36

Weighted Average number of Equity Shares

Number of shares at the beginning of the year 60,768,703 60,720,000

Shares issued during the year - 48,703

Total number of equity shares outstanding at the end of the year 60,768,703 60,768,703

Weighted average number of equity shares for Basic Earnings Per Share (B) 60,768,703 60,720,934

Weighted average number of equity shares for Diluted Earnings Per Share (C) 60,768,703 60,768,703

Face Value of equity shares (in Rs.) 10.00 10.00

Basic earnings per share of face value of Rs. 10 each [(A)/(B)] (in Rs.) 13.32 32.22

Diluted earnings per share of face value of Rs.10 each [(A)/(C)] (in Rs.) 13.32 32.20



(Currency : Indian Rupees in lakhs)

25 Notes to the financial statements (Continued)

25.2 Letters of Comfort have been issued to banks regarding wholly owned subsidiary company, SICOM Investments and Finance Ltd. (SIFL) (which would not exceed Rs.10,000.00 lakhs) in respect of repayment of Principal, Interest and other dues to banks and compliance with all other conditions as regards the assistance availed by SIFL. Balance outstanding in books of SIFL as on 31 March 2014 is Rs. 8,228.21 lakhs for Cash Credit (previous year Rs. 8,771.98 lakhs).

25.3 Dividend remitted in foreign currencies

The Company remitted amounts equivalent to Rs. 222.58 lakhs towards dividend payable to 3 equity shareholders for the financial year 2012-13.

25.4 Earnings per share (EPS)

Basic and diluted earnings per equity share are stated below:

58






25.5 Employee Benefits

Defined Contribution Plans:

Amount of Rs.6.05 lakhs (previous year: Rs. 70.58 lakhs) is recognised as expense in the Statement of profit and loss and included in employee costs.

Defined Benefit Plans:

The following table summarise the components of the net employee benefit expenses recognised in the Statement of profit and loss, the fund status and amount recognised in the balance sheet for the gratuity benefit plan.

2014 2013(I) Present value of Obligation

Opening 396.89 359.66

Interest Cost @ (0.08) 31.75 28.77Past Service Cost - -Current Service Cost 23.99 22.32Contributions by Plan participants - -Curtailment Cost/ (Credit) - -Settlement Cost/ (Credit) - -Benefits paid (38.99) (62.07)Actuarial (Gain)/ Loss (22.06) 48.20Closing 391.59 396.88

(II) Changes in Fair Value of Plan AssetsPresent Value of Plan assets 313.93 273.86Expected Return on Plan Assets 27.63 28.71Actuarial (Gain)/ Loss - -Contribution 15.45 73.42Benefits Paid (38.99) (62.07)Fair Value of Plan Assets as at 31 March 318.03 313.93

(III) Table showing fair value of plan assetsFair Value of plan assets at the beginning of the year 313.93 273.86Actual return on plan assets 27.63 28.71Contribution 15.45 73.42Benefits Paid (38.99) (62.07)Fair Value of plan assets at the end of the year 318.03 313.93Funded Status 73.55 82.95

(IV) Percentage of each category of Plan Assets to Totalclosing fair value of Plan AssetsBank Deposits (SpDep Scheme 1975) - -Debt Instruments - -Administered by Life Insurance Corpn of India 318.03 313.93Others - -

(V) Actuarial Gain/ (Loss) recognisedActuarial gain/(loss) for the year Obligation (22.06) (48.20)Actuarial gain/(loss) for the year Plan Assets NIL NILTotal gain/ (loss) for the year (22.06) (48.20)Actuarial gain/ (loss) recognised in the year. (22.06) (48.20)

59






25.5 Employee Benefits (Continued)

2014 2013(VI) The amounts to be recognised in the balance sheet &

statements of profit and loss

Present Value of obligation as at the end of the year 391.59 396.88Fair Value of plan assets as at the end of the year 318.03 313.93Net asset (liability) recognised in the balance sheet (73.55) (82.95)

(VII) Expenses recognised in statement of Profit and LossCurrent Service Cost 23.99 22.32Interest Cost 31.75 28.77Expected return on plan assets (27.63) (28.71)Net actuarial gain/ loss recognised in the year (22.06) 48.20Add: Benefits paid in respect of Employees in service

Expenses recognised in statement of profit and loss 6.05 70.58

(VIII) Summary of Actuarial AssumptionsDiscount rate 8% 8%Expected rate of return on Plan Assets 8% 8%Salary escalation rate 4% 4%Attrition rate 1-3% 1-3%

The estimates of future salary increases considered in actuarial valuation takes into account inflation, seniority, promotion and other relevant factors.

General descriptions of significant defined plans:

Gratuity plan:

Gratuity is payable to all eligible employees of the Company on superannuation, death and permanent disablement, in terms of the provisions of the Payment of Gratuity Act, 1972 or as per the Company’s Scheme whichever is more beneficial.

Leaving Service:

Age-linked withdrawal rates ranging from 8% to 2% per annum.

Amounts for the current and previous five periods are as follows:

2014 2013 2012 2011 2010 2009

Defined benefit obligation at the end of period 391.59 396.88 359.66 330.00 333.78 291.15

Fair value of plan assets at the end of period 318.03 313.93 273.86 215.52 170.72 99.19

Surplus / (Deficit) (73.55) (82.95) (85.80) (114.48) (163.06) (191.96)

Experience (Gain) /LossAdjustments on plan liabilities 22.06 48.20 23.84 18.25 24.00 40.25

Experience Gain /(Loss)

Adjustments on plan assets -- - - - - -

60


2014 2013

i) CRAR (%) 19.97% 16.94%

ii) CRAR - Tier I Capital (%) 19.70% 16.66%

iii) CRAR - Tier II Capital (%) 0.27% 0.28%





25.6 Disclosure of details as required by Para 5 of Reserve Bank of India Circular No. RBI 2008-09/116 DNBS (PD).CC. No. 125/03.05.002/2008-09

CRAR - Capital to Risk Assets Ratio

Exposure to Real Estate Sector

a) Direct exposure 2014 2013

(i) Residential Mortgages

Lending fully secured by mortgages on residential property - - that is or will be occupied by the borrower or that is rented;

(Individual housing loans up to Rs.15 lakh may be shown separately)

(ii) Commercial Real Estate 71,436.35 73,819.65

Lending secured by mortgages on commercial real estates - -(office buildings, retail space, multipurpose commercialpremises, multi-family residential buildings, multi-tenantedcommercial premises, industrial or warehouse space, hotels,land acquisition, development and construction, etc.).Exposure would also include non-fund based (NFB) limits;

(iii) Investments in Mortgage Backed Securities (MBS) andother securitised exposures

a. Residential; - -

b. Commercial Real Estate. - -

b) Indirect Exposure

Fund based and non-fund based exposures on National HousingBank (NHB) and Housing Finance Companies (HFCs). - -

Asset Liability Management

Maturity pattern of certain items of assets and liabilities

1 day Over Over Over Over Over Over Over 5 Total to 1 month 2 months 3 months 6 months 1 year 3 years years

30/31 days to to to to to to2 months 3 months 6 months 12 months 3 years 5 years

Liabilities

Borrowingsfrom banks 2,000 30,000 39,846 51,820 33,157 23,661 - - 1,80,484MarketBorrowings 64,592 30,755 16,173 74,624 1,46,809 25,268 - 4,743 3,62,964

AssetsAdvances 67,961 27,409 31,594 1,48,450 1,27,469 43,669 88,150 18,148 5,52,850Investments 40,896 - - - - 2,649 - 15,384 58,929

Market borrowing include CD borrowing, Loan from GOM and food ministry, CBLO borrowing.

Advances figures are net of provisions.

61


Notes to the financial statements (Continued)for the year ended 31 March 2014(Currency : Indian Rupees in lakhs)


25.7 Related party transactions

As per Accounting Standard on ‘Related Party Disclosure (AS-18), related parties are as follows:

Subsidiaries/entities which are controlled by the Company

SICOM Capital Management Private Ltd.

SICOM Trustee Company Ltd.

SICOM Investments & Finance Ltd.

SICOM ARC Ltd.

SICOM Realty Ltd.

Associates

SICOM Venture Capital Fund

SICOM Srei Maharashtra Infrastructure Private Limited.

Party holding significant influence over the company through voting power

JCF BIN II

Key management personnel

Shri Baldev Singh, Managing Director

Transactions with related parties are as follows:

Sr. Particulars Subsidiaries Associates Key

No. Management

Personnel

1) Investments purchased / subscribed

a. SICOM Realty Ltd. - - -

(1,700.00) (-) (-)

b. SICOM Investments & Finance Ltd 2,500.00 - -

(-) (-) (-)

2,500.00 - -

(1,700.00) (-) (-)

2) Investments redeemed

- SICOM Srei Maharashtra Infrastructure Private Limited - 0.50 -

(-) (-) (-)

3) Loans repaid during the year - - -

- SICOM Realty Ltd. (350.00) (-) (-)

- SICOM Investments & Finance Ltd. 1,000 - -

(-) (-) (-)

62






4) Loan given during the year

- SICOM Realty Ltd. 1,425,00 - -

(-) (-) (-)

SICOM Investments & Finance Ltd 3,500.00 - -

(-) (-) (-)

5) Interest Income

a. SICOM Investments & Finance Ltd. 207.97 - -

(47.27) (-) (-)

b. SICOM Realty Ltd. 22.38 - -

(41.50) (-) (-)

230.35 - -

(712-50) (-) (-)

6) Miscellaneous Receipts Earned

a SICOM Investments & Finance Ltd. 39.60 - -

(29.47) (-) (-)

b. SICOM Realty Ltd. 39.44 - -

(23.95) (-) (-)

79.04 - -

(53.42) (-) (-)

7) Recovery Commission Paid

- SICOM ARC Ltd. 104.95 - -

(930.20) (-) (-)

- SICOM Investments & Finance Ltd. 366.19 - -

(345.08) (-) (-)

471.14 - -

(1275.28) (-) (-)

8) Dividend Received

- SICOM Investments & Finance Ltd 148.22 - -

(148.22) (-) (-)

9) Miscellaneous payment made

- SICOM ARC Ltd. 28.68 - -

(-) (-) (-)

10) Managerial Remuneration - - 22.08

(-) (-) (35.57)

63


Sr. Particulars Subsidiaries Associates Key

No. Management

Personnel

1) Investments

a. SICOM Investments & Finance Ltd. 6,975.05 - -

(4,475.05) (-) (-)

b. SICOM Capital Management Pvt. Ltd. 3.74 - -

(3.74) (-) (-)

c. SICOM Trustee Company Ltd. 1.00 - -

(1.00) (-) (-)

d. SICOM ARC Ltd. 1,005.00 - -

(1,005.00) (-) (-)

e. SICOM Realty Ltd. 2,700.00 - -

(2,700.00) (-) (-)

f. SICOM Venture Capital Fund - 94.32 -

(-) 94.32 (-)

g. SICOM SREI Maharashtra Infrastructure Pvt. Ltd. - - -

(-) (0.50) (-)

10,684.79 94.32 -

(8,184.79) (94.82) (-)

2) Loans given

a. SICOM Investments & Finance Ltd. 3,500.00 - -

(1,000.00) (-) (-)

b. SICOM Realty Ltd. 1,425.00 - -

(-) (-) (-)

4,925.00 - -

(1,000.00) (-) (-)

3) Advances given

- SICOM Realty Ltd. 407.00 - -

(407.00) (-) (-)

4) Sundry Debtors

a. SICOM Reality Ltd. - - -

(27.38) (-) (-)

b. SICOM ARC Ltd. - - -

125.28 - (-)

5) Interest accrued & due on deposits (-) (-) (-)

a SICOM Investments & Finance Ltd. 1.79 - -

(-) (-) (-)

b SICOM Realty Ltd. 1.19 (-) (-)

(-) (-) (-)




64


Balances with related parties are as follows :-

Particulars 2014 2013

Short / (Excess) booking of Internal Audit Fees - (1.96)

Excess / (Short) booking of Interest on FD - (0.01)

Excess/(Short) booking of Advisory Fees - 1.00

Short / (Excess) booking of Payment to auditors - expenses - (0.02)

Total - (0.99)





25.8 Prior period (Credit) / Charge and Prior period tax charge

Prior period (Credit)/Charge

Prior period (Credit)/ Charge represent certain operating income and expenses pertaining to earlier years, accounted in

the current year are as follows:

25.9 Segment Reporting

Basis of Preparation

1. The Company has identified segments in line with the Accounting Standard on Segment Reporting (AS-17) taking into

account the different risks and returns in the segments.

2. The Company has disclosed Business Segment as the primary segment.

3. Types of products and services in each business segment:

a. Lending and Advisory: Long Term Loans, Corporate Loans, Short Term Loans, Inter Corporate Deposits,

Promoter Funding, Bill Discounting and Advisory.

b. Treasury: Investments in Shares, Mutual Funds, CBLOs, Fixed Deposits, Corporate Bonds, Government

Securities, Bank Certificate of Deposits, Commercial Papers.

Revenue, expenses, assets and liabilities directly attributable to segments as also amounts allocated, as

estimated by management are reported under each reportable segment. During the current year, the

management reviewed and revised the basis of allocation of costs to the Treasury segment. All other expenses,

assets and liabilities that are not attributable or allocable to segments have been disclosed as unallocable. Fixed

assets have not been allocated between segments as these are used interchangeably between segments and

considered as unallocable.

Since the business operations of the Company are primarily concentrated in India, the Company is considered to operate

only in the domestic segment.

65


Lending & Advisory Treasury Unallocated Total

Particulars 2014 2013 2014 2013 2014 2013 2014 2013

REVENUE

Revenue from

External Customers 82,908.86 94,775.82 11,286.52 3,359.61 1,937.37 2,006.68 96,132.75 1,00,142.11

Inter-segment revenue - - - - - - - -

Total Revenue 82,908.86 94,775.82 11,286.52 3,359.61 1,937.37 2,006.68 96,132.75 1,00,142.11

SEGMENT RESULT 9,112.02 26,983.26 1,356.54 852.49 1,758.79 1,758.12 12,227.35 29,593.87

Less: Provision - - - - - - 5,159.17 11,702.86

for current taxes

Less : Prior Period Tax Charge - - - - - - - -

Prior Period Items (credit)/charge - - - - - - (0.01) (0.99)

Deferred Tax (credit) / charge - - - - - - (1,028.21) (1,673.34)

Profit after taxation - - - - - - 8,096.40 19,565.34




The following table gives information on the segment revenue and result

Lending & Advisory Treasury Eliminations/Unallocated Total

Particulars 2014 2013 2014 2013 2014 2013 2014 2013

Total carryingamount ofSegment assets 5,76,613.03 6,30,046.69 1,15,461.46 1,36,333.37 8,299.37 11,944.20 7,00,373.86 7,78,324.26

Deferred tax asset 4,574.02 3,545.81

Segment

liabilities 4,86,336.70 5,68,571.59 99,389.16 99,950.72 594.13 2,460.79 5,86,319.99 6,70,983.10

Deferred Tax

Liability - -

Non cash

expenses 187.16 112.36

(Depreciation /

amortisation)

A listing of the segment assets, liabilities and the non cash expenditure incurred during the year ended is given below:

66


Particulars Amount Outstanding Amount Overdue2014 2013 2014 2013

Liabilities Side(1) Loans and advances availed by the NBFC's

inclusive of interest accrued thereon but not paid:Debentures :

Secured - - - -Unsecured - - - -(other than falling within the meaningof public deposits)

Bonds :Secured - - - -Unsecured - - - -

Term Loans 1,80,484.58 2,51,478.30 - -Inter-corporate loans and borrowing - - - -Certificate of Deposits 3,58,219.58 3,63,039.70 - -Other Loans (includes Loans from Government 9,806.41 9,346.16 - -of India & Govt. of Maharashtra)Collateral Borrowing & Lending Obligation - 2,860.69 - -Asset Side

(2) Break-up of Loans and Advances including billsreceivable [other than those including in (3) below]

Secured 5,46,352,74 5,60,664.17 1,51,031.41 66,525.20Unsecured 24,064.11 67,979.03 9,287.37 377.94

(3) Break-up of Leased Assets and stock on hire andother assets counting towards AFC activities (net of provisions) - - - -i Lease assets including lease rentals

under sundry debtors: - - - -a Financial lease - - - -b Operating lease - - - -

ii Stock on hire including hire chargesunder sundry debtors : - - - -A - - - -B - - - -

iii Other loans counting towards AFC activities. - - - -Loan where assets have been repossessed - - - -Loans other than (a) above - - - -

(4) Break-up of Investments :Current Investments :1 Quotedi Shares

a Equity - - - -b Preference - - - -

ii Debentures and Bonds - - - -iii Units of Mutual Funds - - - -iv Government Securities - - - -v Others - - - -





25.10 Schedule to the Balance Sheet of the non-deposit taking non-banking financial Company (as required in terms of

paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) companies prudential norms (Reserve

Bank) directions, 2007) :

67


Particulars Amount Outstanding Amount Overdue2014 2013 2014 2013

Asset Side (Continued)(4) Break-up of Investments (Continued)

Current Investments (Continued)2 Unquotedi Shares


ii Debentures and Bonds - - - -iii Units of Mutual Funds - - - -iv Government Securities - - - -v Others (please specify) - - - -Stock-in-trade :1 Quotedi Shares

a Equity 2,016,11 2,103.72 - -b Preference - - - -

ii Debentures and Bonds - - - -iii Units of Mutual Funds - - - -iv Government Securities 2,482,10 9,481.00 - -v Others 31,802.32 85,699.79 - -2 Unquotedi Shares


ii Debentures and Bonds - - - -iii Units of Mutual Funds - - - -iv Government Securities - - - -v Others (please specify) - - - -

Long term investments1 Quoted

i Sharesa Equity 2,381.34 3,881.53 - -b Preference - - - -

ii Debentures and Bonds - - - -iii Units of Mutual Funds - - - -iv Government Securities 3,165.82 3,219.38 - -v Others - - - -

2 Unquotedi Shares

a Equity 8,989.93 8,992.43 - -b Preference 3,329.50 1,518.31 - -

ii Debentures and Bonds 166,67 244.74 - -iii Units of Mutual Funds - - - -iv Government Securities - - - -v Others - - - -





25.10 Schedule to the Balance Sheet of the non-deposit taking non-banking financial Company (as required in terms of paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) companies prudential norms (Reserve Bank) directions, 2007) (Continued)

68


(5) Borrower group-wise classification of assets financed as in (2) and (3) above :

Category Amount net of provision

Secured Unsecured Total

2014 2013 2014 2013 2014 2013

1 Related Parties

A Subsidiaries - - 5,332.00 1,407.00 5,332.00 1,407.00

B Companies in the same group - - - - - -

C Other related parties - - - - - -

2 Other than related parties 5,46,352.74 5,52,261.15 18,732.11 65,498,66 5,65,084.85 6,17,759.81

Total 5,46,352.74 5,52,261.15 24,064.11 66,905.66 5,70,416.85 6,19,166.81





25.10 Schedule to the Balance Sheet of the non-deposit taking non-banking financial Company (as required in terms of paragraph 13 of Non-Banking Financial (Non-Deposit Accepting or Holding) companies prudential norms (Reserve Bank) directions, 2007 (Continued)

(6) Investor group-wise classification of all investments (current and long term) in shares and securities (both quoted and unquoted)

Market Value / Break-up of fair value or NAV

2014 2013 2014 2013

1 Related Parties

a Subsidiaries 31,015.55 18,226.53 10,684.79 8,184.79

b Companies in the same group - 9.54 - 94.32

c Other related parties - - - -

2 Other than related parties 11,816.84 12,357.86 43,649.01 1,03,940.18

Total 42,832.39 30,593.93 54,333.80 1,12,219.29

Category Book Value (Net of provision)

(7) Other information

2014 2013

i Gross Non-Performing Assets

a Related Parties - -

b Other than related parties 1,12,997.44 93,743.46

ii Net Non-Performing Assets

a Related Parties - -

b Other than related parties 95,858.30 80,233.05

iii Assets acquired in satisfaction of debt - -

69






25.11 Leases

Lease transactions are accounted in accordance with Accounting Standard 19 ‘Leases’ prescribed by the Companies (Accounting Standards) Rules, 2006.

Premises given on lease

The Company has entered into operating lease arrangements/ agreements in respect of four floors of one premise. The period of lease ranges from 1 to 3 years. The leases are cancellable operating leases and no contingent rent is recognised during the year.

Of the above, lease arrangements pertaining to one premise has expired in June 2013.

25.12 Prior year comparatives

Previous year figures have been regrouped and reclassified wherever necessary to conform to current year’s presentation.


For B S R and Company For and on behalf of the Board of Directors Chartered Accountants SICOM LimitedFirm's Registration No: 128900W

N Sampath Ganesh Baldev Singh R. M. PremkumarPartner Managing Director ChairmanMembership No: 042554

Mumbai Swati D. DesaiDate : 30 June 2014 Company Secretary

70


DIRECTORS' REPORT

To,

The Members

SICOM Capital Management Private Limited

thThe Directors have pleasure in presenting the 18 Annual Report and the Statements of Account for the year ended 31st March 2014.

Financial Highlights

Particulars For the year

March 2014 March 2013

Income Rs. 3,97,996/- Rs. 9,79,900/-

Profit / (Loss) before Tax Rs. 2,44,868/- Rs. 8,35,372/-

Profit / (Loss) after Tax Rs. 2,10,255/- Rs. 6,79,826/-

Equity Capital Rs. 4,58,150/- Rs. 4,58,150/-

Net Worth Rs. 61,08,495/- Rs. 58,98,240/-

Book Value (Rs. / share) Rs. 133.33 Rs. 128.74

The business activities of SICOM Venture Capital Fund was closed effective from March 30, 2010 by executing the Deed of

Liquidation of Trust Fund dated March 30, 2010. In view of the same, there were no assets under management of the Company during

the current financial year. The major income earned by the Company during the financial year was in the form of interest income and

dividend income.

Dividend

With a view to conserve the financial resources for the future, your Directors do not recommend any dividend for this financial year.

Fixed Deposits

The Company has not accepted any deposits from the public during the financial year under review.

Particulars of Employees

The Company does not employ any persons for which the disclosures are required to be furnished to the shareholders under Section

217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

During the year under review, the Company has engaged in finance activities hence there is nothing to report on conservation of

energy or technology absorption in terms of Section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of

Particulars in the Report of Board of Directors) Rules, 1988. During the year the Company did not have any earnings and outgo of

Foreign exchange.

ended 31st For the year ended 31st

th 18 Annual Report 2013 -2014

71

Auditors

M/s. V.K. Karnani & Co., Chartered Accountants, the Statutory and Tax Auditor of the company retire at this Annual General Meeting.

The Members are requested to consider their reappointment for the financial year ending 31st March 2015.

Directors’ Responsibility Statement

Your Directors confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with

proper explanation relating to material departures (if any).

2) The Directors have selected prudent accounting policies.

3) 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 frauds and other irregularities.

4) The Directors have prepared the annual accounts on a going concern basis..

Acknowledgments

The Board of Directors would like to place on record their appreciation of the dedicated efforts of the executives of the Company. The

Directors also thank the Members of the Company for their continued support since incorporation.

For and on behalf of the Board of Directors

V. V. Mahajan

Chairman

Date: June 6, 2014

Place: Mumbai

72


INDEPENDENT AUDITOR'S REPORT

To the Members of

SICOM CAPITAL MANAGEMENT PRIVATE LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements of SICOM CAPITAL MANAGEMENT PRIVATE LIMITED (“the Company”),

which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then

ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the financial statements

The Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the

financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under

the Companies Act, 1956 (“the Act”) read with the general circular 15/2013 dated 13th September, 2013 of the Ministry of Company

Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in

India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and

presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or

error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance

with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with

ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The

procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the

Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also

includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by

management, as well as evaluating the overall presentation of the financial statements.


Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.


1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

73


2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books

c) the Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) in our opinion, the Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For V.K. KARNANI & CO.,CHARTERED ACCOUNTANTSFirm Registration No. : 104861W

( V.K. KARNANI )PROPRIETOR Membership No. 37576

PLACE: MUMBAIDATED: June 6, 2014


74

The Annexure referred to in Our Report of even date to the members of SICOM CAPITAL MANAGEMENT PRIVATE LIMITED

(“the Company”), on the accounts of the company for the year ended 31st March, 2014.

1. There are no fixed assets with the Company. Hence the question of maintaining proper records showing full particulars

including quantitative details and situation of fixed assets does not arise.

2. There are no inventories. Hence question of physical verification and maintenance of proper records does not arise.

3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account,

the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed in the register

maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii (b), iii(c) and iii (d) of

the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of account,

the Company has not taken loans from companies, firms or other parties listed in the register maintained under Section 301

of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control

procedure commensurate with the size of the company and the nature of its business, for the purchase of fixed assets and

payment for expenses & for sale of services. During the course of our audit, no major instance of continuing failure to correct

any weaknesses in the internal controls has been noticed.

5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the

management, the particulars of contracts or arrangements referred to in section 301 of the Act, that need to be entered, have

been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties

covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of reasonableness of

transactions does not arises.

6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act,

1956.

7. As per information & explanations given by the management, the Company has an internal audit system commensurate

with its size and the nature of its business.

8. The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act,

1956 for any of the product of the Company.

9. (a) According to the records of the company, undisputed statutory dues including Income-tax, Sales-tax, Wealth Tax,

Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally been

regularly deposited with the appropriate authorities. According to the information and explanations given to us there were no

outstanding statutory dues as on 31st of March, 2014 for a period of more than six months from the date they became

payable except Profession Tax amounting to Rs.2,500/-, which is due for more than six months.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax, wealth

tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any disputes.

10. The Company has no accumulated losses at the end of the financial year and it has not incurred any cash loss during this

financial year. However it had incurred cash loss during the preceding financial year.

11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion

that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of

security by way of pledge of shares, debentures and other securities.

75


13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the

Companies (Auditor's Report) Order, 2003 (as amended) is not applicable to the Company.

14. The Company is not dealing in or trading in shares, securities, debentures and other investments.

15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by

others from a bank or financial institution.

16. Based on our audit procedures and on the basis of information given by the management, we report that the company has

not raised any term loans during the year.

17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company

as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the

Company.

18. Based on the audit procedures performed and the information and explanations given to us by the management, we report

that the Company has not made any preferential allotment of shares during the year.

19. The Company has no outstanding debentures during the period under audit.

20. The Company has not raised any money by public issue during the year.

21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by

the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For V.K. KARNANI & CO.,CHARTERED ACCOUNTANTS

(V.K. KARNANI )PROPRIETORMembership No. 37576

PLACE: MUMBAI Firm No. 104861WDATED: June 6, 2014

76


BALANCE SHEET AS AT 31ST MARCH, 2014

Note No. 31 Mar-14 31-Mar-13

Rupees Rupees

I EQUITY AND LIABILITIES :

(1) Shareholder's Funds

(a) Share Capital 1 458,150 458,150

(b) Reserves and Surplus 2 5,650,345 5,440,090

6,108,495 5,898,240

(2) Current Liabilities

(a) Trade payables 3 44,382 55,809

(b) Other current liabilities 4 12,840 7,100

57,222 62,909

TOTAL 6,165,717 5,961,149

II. Assets

(1) Non-Current assets

(a) Long Term Loans and Advances 5 772,033 894,540

772,033 894,540

(2) Current assets

(a) Current Investments 6 0 77,420

(b) Cash and cash equivalents 7 393,684 4,987,189

(c) Short-term loans and advances 8 5,000,000 2,000

5,393,684 5,066,609

TOTAL 6,165,717 5,961,149

Significant accounting policies and notes to accounts 11 & 12

The accompanying notes are an integral part of the financial statements.


For V. K. KARNANI & Co., For and on behalf of the Board of Directors


VIMAL KARNANI MAHESH GOSAVI VINAYAK MAHAJAN

Properitor Director Director

Membership No. 37576

Firm Registration No. : 104861W

Place: Mumbai

Date: June 6, 2014


77

STAEMENT OF PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2014

Note No. 31-Mar-14 31-Mar-13 Rupees Rupees

I INCOME :I Other Income 9 397,996 979,900

Total Revenue 397,996 979,900

II EXPENDITUREOther expenses 10 153,128 144,528 Total Expenditure 153,128 144,528

III Profit Before Tax, Exceptional Item and Prior Period Item 244,868 835,372 IV Exceptional items - - V Profit before extraordinary items (IV-V) 244,868 835,372 VI Extraordinary items - - VII Profit before tax (VI - VII) 244,868 835,372 VIII Tax expense

1) Current tax 23,317 155,546 2) Income Tax of earlier year 11,296 - 3) MAT credit entitlement - - Total Tax 34,613 155,546

IX Profit for the period 210,255 679,826

Earnings per equity share (1) Basic 4.59 14.84 (2) Diluted 4.49 14.84




78








Place: Mumbai

Date: June 6, 2014

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2014

Cash flow from Operating Activities Year Ended Year Ended

31-Mar-14 31-Mar-13

Net Profit before Taxation & Extra-ordinary Items 244,868 835,372

ADJUSTMENTS FOR:

Depreciation 0 0

Profit on Sale of Investments (9,929) (852,449)

Interest Income (218,261) (108,381)

Dividend Income (122,500) (19,070)

Operating Profit before working capital changes (105,822) (144,528)

Changes in working capital:

(Increase) / Decrease in other Current Assets (4,920,580) 2,170,915

Increase / (Decrease) in Trade Payables (11,427) 247

Increase / (Decrease) in Other Liabilities 5,740 5,200

Cash generated from operations (5,032,089) 2,031,834

Add/Less: Income Tax Paid/Refund received 87,894 (10,821)

NETCASH FLOW FROM OPERATING ACTIVITIES (4,944,195) 2,021,013

CASH FLOW FROM INVESTING ACTIVITIES

Profit on Sale of Investments 9,929 852,449

Dividend Income 122,500 19,070

Interest Income 218,261 108,381

NET CASH FLOW FROM INVESTING ACTIVITIES 350,690 979,900

CASH FLOW FROM FINANCING ACTIVITIES

NET CASH FLOW FROM FINANCING ACTIVITIES 0 0

NET INCREASE IN CASH AND CASH EQUIVALENTS (4,593,505) 3,000,913

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 4,987,189 1,986,276

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 393,684 4,987,189


79








Place: Mumbai

Date: June 6, 2014

NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MAR 2014

31-Mar-2014 31-Mar-2013

Rupees Rupees

1 Share capital

Authorised

1,00,000 (P.Y.: 1,00,000) Equity Shares of Rs. 10/- each 1,000,000 1,000,000

Issued and Subscribed and fully paid up

45,815 (P.Y.: 45,815) Equity Shares of Rs. 10/- each, fully paid-up 458,150 458,150

Total Issued, subscribed and fully paid up capital 458,150 458,150

a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

31-Mar-14 31-Mar-13

Equity Shares No of Shares Amount No of Shares Amount

(i) At the beginning of the period 45,815 458,150 45,815 458,150

(ii) Issued during the period-Bonus 0 0 0 0

issue/ESOP

(iii) Outstanding at the end of the period 45,815 458,150 45,815 458,150

b) Shares held by ultimate holding company and their subsidiaries

Out of the equity shares issued by the company, shares held by its holding company are given below

31-Mar-14 31-Mar-13

No. of Shares No. of Shares

SICOM Limited 37,433 37,433

Total 37,433 37,433

31-Mar-14 31-Mar-13

c) Details of shareholders holding No of Shares % of holding No of Shares % of holding

more than 5% SICOM Limited 37,433 81.70% 37,433 81.70%

2 Reserves and surplus

a) Surplus/deficit in the statement of profit and loss

(i) Balance as per last financial statement 5,000,090 4,320,264

(ii) Profit for the year 210,255 679,826

(iii) Net surplus in the statement of profit and loss 5,210,345 5,000,090

b) General Reserve 440,000 440,000

(c) Total reserves & surplus 5,650,345 5,440,090


80


31-Mar-2014 31-Mar-2013

Rupees Rupees3 Trade payables

For expenses 44,382 55,809

44.382 55,809

4 Other current liabilitiesOther liabilities 12,840 7,100

12,840 7,100

5 Long Term Loans and Advances

Advance payment of tax (net of provisions) 526,071 648,578

Service Tax Credit Receivable 245,962 245,962

772,033 894,540

6 Current InvestmentsUNITS AS ON UNITS AS ON

31.03.2014 31.03.2013

(a) In Quoted Equity Shares

(i) Opto Circuits (India) Limited-Bonus 153 153 0 0

(b) In Quoted Mutual Funds

Birla Sunlife Saving Fund - Retail - Daily Dividend - Reinvestment 0 754.597 0 75,510

Birla Sunlife Saving Fund - Daily Dividend - Reinvestment 0 19.087 0 1,910

0 77,420

Aggregate amount of Quoted Investment 0 77,420

Aggregate market value of Quoted Investment 4,162 86,668

7 Cash and cash equivalents

(a) Balances with Banks

(i) On Current Account 388,590 3,769,622

(ii) On deposits with original maturity of less than three months 0 0

(b) Cheques/drafts on hand 0 0

(c) Cash on hand 138 138

(d) Other bank balances

(i) Fixed deposit with original maturity for more than three months but less than twelve months 4,956 1,217,429

393,684 4,987,189

8 Short-term loans and advances

(a) Loans and advances to related parties 5,000,000 0

(Sicom Investments and Finance Ltd.)

(b) Other loans and advances:-

(i) Other Loans & Advances 0 2,000

5,000,000 2,000


81


31-Mar-2014 31-Mar-2013

Rupees Rupees

9 OTHER INCOME

Interest (Gross):

- On Fixed Deposits 85,656 108,381

- On Inter Corporate Deposit 132,605 0

- On Income Tax Refund 27,452 0

Dividend:

- On Equity Shares 0 14,126

- On Mutual Funds 122,500 4,944

Profit on Sale of Investments 9,929 852,449

Sundry Balances written Back 19,854 0

397,996 979,900

10 OTHER EXPENSES

Audit Fees 22,472 22,472

Bank Charges 257 1,027

Board Meeting Expenses 16,000 16,675

Conveyance 495 850

Directors' Sitting Fees 8,000 8,000

Filing & Registration Fees 3,600 600

Legal & Professional Charges 30,409 26,404

Office Expenses 69,395 66,000

Profession Tax 2,500 2,500

153,128 144,528


82

NOTES FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED MARCH 31, 2014

NOTE NO. 11: SIGNIFICANT ACCOUNTING POLICIES

a) BASIS OF ACCOUNTING :

The financial statements have been prepared on accrual basis under the historical cost convention, in conformity in all material

aspects with the generally accepted accounting principles in India, the Accounting Standards issued by the Institute of

Chartered Accountants of India and the requirements of the Companies Act, 1956.

b) FIXED ASSETS & DEPRECIATION :

Fixed Assets are stated at cost less accumulated depreciation. Cost includes all expenses related to acquisition and installation

of the concerned assets and any attributable cost of bringing the asset to the condition of its intended use.

c) INVESTMENTS :

The Portfolio of Investments is valued at Cost.

d) REVENUE RECOGNITION :

Revenues / Incomes and Costs / Expenditure are generally accounted on accrual basis as they are earned or incurred, except

dividend income which is accounted on receipt basis.

e) BORROWING COSTS :

Borrowing costs are recognized as an expense in the period in which they are incurred.

f) INCOME TAX :

Tax expense comprises of current tax and deferred tax. Current tax is measured at the amount to be paid to the tax authorities,

using the applicable tax rates. Deferred Tax is recognized, subject to consideration of prudence, on timing differences, being the

difference between taxable income and accounting income that originate in one period and are capable of reversal in one or

more subsequent periods.

NOTE NO. 12 :

a) The Company is at present managing SICOM Venture Capital Fund. Management Fees of Rs. NIL (P.Y.Rs. NIL) has been

received from Sicom Venture Capital Fund by the Company during F.Y.2013-14.

b) The total (cumulative) number of shares issued & allotted under ESOP Scheme during the year for options granted, vested &

exercised are – NIL - (P.Y. – NIL).


83

c) RELATED PARTY DISCLOSURES:

As per Accounting Standard 18, the disclosures of transactions with the related parties are given below:

SICOM Investments & Finance Limited – Fellow Subsidiary

d) Estimated amount of contracts remaining to be executed on capital account - Rs. Nil (P.Y.- Rs. Nil).

e) The Company has not paid or provided for any managerial remuneration (P.Y.- Rs. Nil)

f) Net expenditure in foreign currency :

2013-14 2012-13

Expenses Nil Nil

g) Previous year’s figures have been rearranged / regrouped wherever necessary

Signatures to Note Nos. 1 to 12









Place: Mumbai

Date: June 6, 2014

84

Sr. No. Particulars 2012-132013-14

(1) Inter Corporate Deposit given Rs. 50,00,000/- NIL

(2) Outstanding Balance as at the year end Rs. 50,00,000/- NIL

(3) Interest Income earned Rs. 1,32 605/- NIL

DIRECTORS' REPORT

To,

The Members

SICOM Trustee Company Private Limited

thThe Directors present the 17 Annual Report and the Statements of Account for the year ended 31st March 20 .

Financial Highlights

Particulars For the year

ended 31st ended 31st

March 2014 March 2013

Income Rs. 5,820/- Rs. 5,501/-

Profit before Tax Rs. 5,820/- Rs. 5,501/-

Profit after Tax Rs. 4,020/- Rs. 3,801/-

Equity Rs. 1,00,000/- Rs. 1,00,000/-

Net Worth Rs. 1,08,723/- Rs. 1,04,703/-

Directors

There is no change in directorship during the year.

Auditors

M/s. V. K. Karnani & Co. Chartered Accountants, Auditors of the Company retire at this Annual General Meeting. The Members are

requested to consider their reappointment for the financial year ending on 31st March 2015 and fix their remuneration.

Fixed Deposits

The Company has not accepted any deposits from the Public.

Particulars of Employees

The Company has no employees requiring disclosure under Section 217(2A) of the Companies Act, 1956 read with the Companies

(Particulars of Employees) Rules, 1975.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

During the year under review, the Company did not have any activity requiring conservation of energy or technology absorption in

terms of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of

Directors) Rules 1988. During the year there was no foreign exchange earnings and outgo.

14

For the year


85

86

Directors Responsibility Statement

Your Directors confirm:

1) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper

explanation relating to material departures.

2) That the Directors have selected prudent accounting policies.

3) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and

other irregularities.

4) That the Directors have prepared the annual accounts on a going concern basis.

For and on behalf of the Board of Directors

U.J. Salpekar

Chairperson

Place: Mumbai

Date: June 6, 2014


INDEPENDENT AUDITOR'S REPORT

To the Members of

SICOM TRUSTEE COMPANY PRIVATE LIMITED


We have audited the accompanying financial statements of SICOM TRUSTEE COMPANY PRIVATE LIMITED (“the Company”),

which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then

ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the financial statements


financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under

the Companies Act, 1956 (“the Act”) read with the general circular 15/2013 dated 13th September, 2013 of the Ministry of Company

Affairs in respect of Section 133 of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in

India. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and

presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or

error.

Auditor’s Responsibility



ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free

from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The

procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial

statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the

Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the

circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit also

includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by

management, as well as evaluating the overall presentation of the financial statements.


Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the

information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles

generally accepted in India:

a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.


1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India

in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in

paragraphs 4 and 5 of the Order.


87


2. As required by section 227(3) of the Act, we report that:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purpose of our audit;

b) in our opinion proper books of account as required by law have been kept by the Company so far as appears

from our examination of those books

c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in

agreement with the books of account.

d) in our opinion, the Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement comply with the

Accounting Standards notified under the Act read with the General Circular 15/2013 dated 13th September,

2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013;

e) on the basis of written representations received from the directors as on March 31, 2014, and taken on record by

the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a

director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For V.K. KARNANI & CO.,CHARTERED ACCOUNTANTSFirm Registration No. : 104861W

( V.K. KARNANI )PROPRIETORMembership No. 37576


88

The Annexure referred to in Our Report of even date to the members of SICOM TRUSTEE COMPANY PRIVATE LIMITED (“the

Company”), on the accounts of the company for the year ended 31st March, 2014.

i. (a) The Company has maintained proper records showing full particulars including quantitative details and situation of

fixed assets

(b) The fixed assets have been physically verified by the management during the year and the frequency of verification

of fixed assets, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. No

discrepancy was noticed on such verification.

(c) No Fixed asset is disposed off during the year

ii. There are no inventories. Hence question of physical verification and maintenance of proper records does not arise.

iii. (a) According to the information and explanations given to us and on the basis of our examination of the books of

account, the Company has not granted any loans, secured or unsecured, to companies, firms or other parties listed

in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions of clauses iii

(b), iii(c) and iii (d) of the order are not applicable to the Company.

(e) According to the information and explanations given to us and on the basis of our examination of the books of

account, the Company has not taken loans from companies, firms or other parties listed in the register maintained

under Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

iv. In our opinion and according to the information and explanations given to us, there is generally an adequate internal

control procedure commensurate with the size of the company and the nature of its business, for the purchase of fixed

assets and payment for expenses & for sale of services. During the course of our audit, no major instance of continuing

failure to correct any weaknesses in the internal controls has been noticed.

v. a) Based on the audit procedures applied by us and according to the information and explanations provided by the

management, the particulars of contracts or arrangements referred to in section 301 of the Act, that need to be

entered, have been entered in the register required to be maintained under that section.

b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with

parties covered u/s 301 of the Act does not exceeds five lacs rupees in a financial year therefore requirement of

reasonableness of transactions does not arises.

vi. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act,

1956.

vii. The provision of this clause, of Internal Audit system, of the Companies (Auditor's Report) Order, 2003 (as amended) is not

applicable to the Company.

viii. The Central Government has not prescribed maintenance of cost records under Section 209 (1) (d) of the Companies Act,

1956 for any of the product of the Company.

ix. (a) According to the records of the company, undisputed statutory dues including Income-tax, Sales-tax, Wealth Tax,

Service Tax, Custom Duty, Excise Duty, cess to the extent applicable and any other statutory dues have generally

been regularly deposited with the appropriate authorities. According to the information and explanations given to us

there were no outstanding statutory dues as on 31st of March, 2014, for a period of more than six months from the

date they became payable except Profession Tax amounting to Rs.2,500/-, which is due for more than six months.

(b) According to the information and explanations given to us, there is no amounts payable in respect of income tax,

wealth tax, service tax, sales tax, customs duty and excise duty which have not been deposited on account of any

disputes.

x. The Company has no accumulated losses at the end of the financial year and it has not incurred any cash loss during this

financial year and in the immediately preceding financial year.


89


xi. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion

that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders.

xii. According to the information and explanations given to us, the Company has not granted loans and advances on the basis

of security by way of pledge of shares, debentures and other securities.

xiii. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the

Companies (Auditor's Report) Order, 2003 (as amended) is not applicable to the Company.

xiv. The Company is not dealing in or trading in shares, securities, debentures and other investments.

xv. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by

others from a bank or financial institution.

xvi. Based on our audit procedures and on the basis of information given by the management, we report that the company has

not raised any term loans during the year.

xvii. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company

as at 31st March, 2014, we report that no funds raised on short-term basis have been used for long-term investment by the

Company.

xviii. Based on the audit procedures performed and the information and explanations given to us by the management, we report

that the Company has not made any preferential allotment of shares during the year.

xix. The Company has no outstanding debentures during the period under audit.

xx. The Company has not raised any money by public issue during the year.

xxi. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by

the Company has been noticed or reported during the year, nor have we been informed of such case by the management.

For V. K. KARNANI & CO.,CHARTERED ACCOUNTANTSRegistration No. : 104861W

( V. K. KARNANI )PROPRIETORMembership No. 37576


90

BALANCE SHEET AS AT 31ST MARCH, 2014

Note No. 31 Mar-14 31st Mar-13

Rupees Rupees

I. EQUITY AND LIABILITIES


(a) Share Capital 1 100,000 100,000

(b) Reserves and Surplus 2 8,723 4,703

108,723 104,703


(a) Trade payables 3 22,472 29,205

(b) Other current liabilities 4 632,144 0

(c) Short-term provisions 5 2,815 2,715

657,431 31,920

Total 766,154 136,623

II. Assets

(1) Fixed Assets

Gross Block 6 399 0Less: Depreciation 0 0

Net Fixed Assets 399 0

(1) Current Assets

(a) Cash and cash equivalents 7 729,917 75,996

(b) Short-term loans and advances 8 35,838 60,627

765,755 136,623

Total 766,154 136,623






V. K. KARNANI ULKA SALPEKAR ASHOK MAHAJAN



Firm Registration No. : 104861W Mumbai Mumbai

Place: Mumbai

Date: June 6, 2014

91


STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED MARCH 31, 2014

Note 31st Mar- 31st Mar-13

Rupees Rupees

:

INCOME

I Other Income 9 5,820 5,501

Total Revenue 5,820 5,501

II EXPENDITURE

Other expenses 10 36,237 42,066

36,237 42,066

Less: Reimbursement of Expenses by SICOM Venture Capital Fund (36,237) (42,066)

Total Expenditure 0 0

III Profit Before Tax, Exceptional Item and Prior Period Item 5,820 5,501

IV Exceptional items - -

V Profit before extraordinary items (IV-V) 5,820 5,501

VI Extraordinary items - -

VII Profit before tax (VI - VII) 5,820 5,501

VIII Tax expense

1) Current tax 1,800 1,700

2) Income Tax of earlier year - -

3) MAT credit entitlement - -

Total Tax Expense 1,800 1,700

IX Profit for the Year 4,020 3,801

Earnings per equity share

(1) Basic 0.40 0.38

(2) Diluted 0.40 0.38



14

92









Place: Mumbai

Date: June 6, 2014

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2014

Year Ended Year Ended

31 Mar-2014 31 Mar-2013

CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Taxation & Extra-ordinary Items 5,820 5,501

ADJUSTMENTS FOR:

Interest Income (5,820) (5,501)

Operating Profit before working capital changes 0 0

Changes in working capital

(Increase) / Decrease in other Current Assets 24,789 (29,145)

Increase / (Decrease) in Trade Payables (6,733) 703

Increase / (Decrease) in other current liabilities 632,144 0

Cash Generated from operations 650,200 (28,442)

Less: Income Tax Paid (1,700) (1,480)

NET CASH FLOW FROM OPERATING ACTIVITIES 648,500 (29,922)

CASH FLOW FROM INVESTING ACTIVITIES

Interest Received 5,820 5,501

Purchase of Fixed Asset (399) 0

NET CASH FLOW FROM INVESTING ACTIVITIES 5,421 5,501

CASH FLOW FROM FINANCING ACTIVITIES 0 0

NET CASH FLOW FROM FINANCING ACTIVITIES 0 0

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 653,921 (24,421)

CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 75,996 100,417

CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 729,917 75,996

93









Place: Mumbai

Date: June 6, 2014


Note No. 31 Mar-14 31 Mar-13Rupees Rupees

1 Share Capital

Authorised

10,000 (P.Y. : 10,000) Equity Shares of Rs. 10/- each 100,000 100,000

Issued and Subscribed and fully paid up

10,000 (P. Y. : 10,000) Equity Shares of Rs. 10/- each, fully paid-up 100,000 100,000

Total Issued, subscribed and fully paid up capital 100,000 100,000

a) Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

31-Mar-14 31-Mar-13

Equity Shares No of Shares Amount No of Shares Amount

(i) At the beginning of the period 10,000 100,000 10,000 100,000

(ii) Issued during the period-Bonus issue/ESOP - - - -

(iii) Outstanding at the end of the period 10,000 100,000 10,000 100,000

b) Shares held by ultimate holding company, their subsidiaries and associates

Out of the equity shares issued by the company, shares held by its holding company are given below

31-Mar-14 31-Mar-13

No. of Shares No. of Shares

SICOM Limited 10,000 10,000

TOTAL 10,000 10,000

31-Mar-14 31-Mar-13

c) Details of shareholders holding No of Shares % of holding No of Shares %of holding

more than 5% shares Equity Shares

SICOM Limited 10,000 100.00% 10,000 100.00%

2 Reserves and surplus 31-Mar-14 31-Mar-13

a) Surplus / deficit in the statement of profit and loss

(i) Balance as per last financial statement 4,703 902

(ii) Profit for the year 4,020 3,801

(iii) Net surplus in the statement of profit and loss 8,723 4,703

b) Total reserves & surplus 8,723 4,703

3 Trade Payables

For expenses 22,472 29,205

22,472 29,205

4 Other Current Liabilities

Liability on account of SICOM Venture Capital Fund:Current Liabilities

Unit Capital of SICOM Venture Capital Fund 594,608

Other Liabilities for expenses 52,792

647,400

Less: Current Assets

Income Tax (Net of Provision Tax) 18,556 628,844 0

Others 3,300 0

632,144 0

94


5 Short-term Provisions

Provision for Income Tax (net of Advance Tax) 2,815 2,715

2,815 2,715

6 Fixed Assets

7 Cash and cash equivalents

(a) Balance with Banks

(i) On Current Account 661,043 12,942

(Include Rs. 6,28,843/- in the name of SICOM Venture Capital Fun P.Y. NIL)

(ii) On deposits with original maturity of less than three months 0 0

(b) Cheques/drafts on hand 0 0

(c) Cash on hand 0 0

(d) Other bank balances

(i) Fixed deposit the original Maturity for more than three months but

less than twelve months 68,874 63,054

729,917 75,996

8 Short-term loans and advances

(a) Loans and advances to related parties 0 0

(i) Other loans and advances :-

(ii) Advance income tax 0 0

(b) Other Loans & Advances 35,838 60,627

35,838 60,627

9 Other Income

Interest (Gross) :

-On Fixed Deposits 5,820 5,501

5,820 5,501

10 Other Expenses

Audit Fees 8,427 8,427

Board Meeting Expenses 8,000 8,000


Filing Fees 2,400 600

Legal & Professional Charges 10,060 18,539

Office Expenses 850 0

Profession Tax 2,500 2,500

36,237 42,066


Note No. 31 Mar-14 31 Mar-13

Rupees Rupees

95


Gross Block (At cost) Depreciation Net Block

Particulars As at Addition Deductions As at As at For the Deduction/ As at As at As atApril March April full year adj March March March

01, 2013 31, 2014 01, 2013 31, 2014 31, 2014 31, 2013

Office Equipments 0 399 0 399 0 0 0 0 399 0

TOTAL 0 399 0 399 0 0 0 0 399 0

Previous Year 0 0 0 0 0 0 0 0 0 0

NOTE ANNEXED TO AND FORMING PART OF THE FINANCIAL STATEMENT FOR THE YEARENDED MARCH 31, 2014

NOTE NO. 11 : SIGNIFICANT ACCOUNTING POLICIES

a) BASIS OF ACCOUNTING:The financial statements have been prepared on accrual basis under the historical cost convention, in conformity in all material aspects with the generally accepted accounting principles in India, the Accounting Standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956.

b) FIXED ASSETS :Fixed Assets are stated at cost less accumulated depreciation. Cost includes all expenses related to acquisition and installation of the concerned assets and any attributable cost of bringing the asset to the condition of its intended use.

c) REVENUE RECOGNITION:Revenues / Incomes and Costs / Expenditure are generally accounted on accrual basis as they are earned or incurred.

d) TAXES ON INCOME:Current Tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the Income Tax act, 1961.

NOTE NO. 12:

a) Sicom Venture Capital Fund has absorbed all the expenses of Sicom Trustee Company Private Limited as per the provisions of the trust deed.

b) The SICOM Venture Capital Fund (SVCF) has been liquidated on March 30, 2010 in terms of Deed of Liquidation executed by the Contributors to the Fund. For the limited purpose of administering the matters related to the statutory compliances, some amount was kept aside in Bank Accounts of the Fund. Since there is no business and no activity in the Fund effective from March 31, 2010, on account of it having been liquidated and sufficient time has since elapsed, all the assets and liabilities, in the name of the SVCF have been transferred to SICOM Trustee Co. Pvt. Ltd., who are the Trustees for the Fund to hold the said assets in Trust and use the same for meeting any liabilities to the extent of such assets in the near future. Accordingly, the last and final Balance sheet for SVCF has been prepared as on March 31, 2014.

c) Auditor's Remuneration :Year Ended Year Ended31.03.2014 31.03.2013

Audit Fees Rs. 8,427 Rs. 8,427Total Rs. 8,427 Rs. 8,427

d) Previous year’s figures have been rearranged / regrouped wherever necessary.

Signatures to Note nos. 1 to 12

96









Place: Mumbai

Date: June 6, 2014

DIRECTORS' REPORT

ToThe Members,SICOM Investments & Finance Ltd.

th Your Directors are pleased to present the 18 Annual Report together with the Audited Statement of account for the year ended 31st March, 2014.

FINANCIAL RESULTS:(Rs. In lacs)

Particulars 2013-14 2012-13

Income from Loan Activities 4,010.09 3,917.17

Income from Investment Activities 36.20 32.40

Other Income 9.20 9.36

Total Income 4,055.49 3,958.93

Less:

Interest & Financial Charges 1,460.85 1,195.27

Operating Expenses 254.54 226.54

Provision for / Write-off of Bad & Doubtful Debts 280.00 190.00

Depreciation 18.70 4.56

Total Expenditure 2,014.09 1,616.37

Profit for the year 2,041.40 2,342.56

Provision for tax

Current Tax 782.76 820.50

Deferred Tax Liabilities/(Assets) (5.33) 1.20

Profit after Tax 1,263.97 1,520.86

ALLOTMENT OF PREFERENCE SHARES:

Your Company has allotted 25 lacs 10% Cumulative Redeemable Preference Shares of Rs. 100/- each fully paid-up aggregating to Rs. 25 crores to SICOM Ltd. on December 26, 2013.

DIVIDEND:

Your Directors have pleasure in proposing dividend @ 10% for financial year 2013-14 on the paid up equity share capital. In addition, dividend is payable @ 10% p.a. on pro-rata basis from the date of allotment of preference shares. The equity and preference dividend will entail outflow of Rs. 250.34 lacs (including dividend distribution tax).

REVIEW:

SIFL is engaged in providing Mezzanine Debt & Special Situation Finance (a niche product) mainly to the SME Sector and has successfully helped turnaround of few Companies in the last couple of years. The total Assets Under Management (AUM) of SIFL during F.Y.2013-14 was maintained at the same level of approx. Rs. 400 crores during the previous financial year i.e., 2013-14. As per the Audited Accounts for the year ended March 31, 2014, SIFL has reported total income of Rs. 40.55 crores (previous year Rs. 39.59 crores) and net profit after tax of Rs. 12.64 crores (previous year Rs. 15.21 crores).

All the advances under AUM are adequately secured by way of charge on assets, personal guarantee, pledge of equity shares, escrow of receivables, etc. as applicable. The net-worth of SIFL stood at Rs. 140.07 crores as of March 31, 2014 as against Rs. 105.18 crores as of March 31, 2013.

CARE has reaffirmed BBB rating to SIFL in respect of the Bank Borrowings of SIFL (representing Investment Grade Rating) of Rs. 125 crores enhanced from Rs. 100 crores in the previous year.

97

th18 Annual Report 2013 -2014SICOM Investments & Finance Limited

The Company is selectively making investments in the Companies that have demonstrated high growth from among the Companies in the loan portfolio.

FUND ARRANGEMENTS:

During the year under review, your Company has renewed Cash Credit limits from the existing bankers. Your Company has applied for additional Cash Credit Limits to some of the Public Sector Banks without the Letter of Comfort from SICOM Ltd.

NON-PERFORMING ASSETS (NPAs):

During the year under review, the Gross NPAs increased from Rs. 9.41 crs. (5.91%) in 2012-13 to Rs. 37.41 crs. (21.31%). The Net NPAs (net of write-off and provisions) increased to Rs. 32.71 crs. (19.14%) vis-à-vis Rs. 7.51 crs. (4.78%) in the previous year during the year under review.

As on March 31, 2014, NPAs were Rs. 37.41 crores out of total advances of Rs. 175.57 crores in the books of SIFL. Few loan accounts have become NPAs due to non-payment of interest due to tough market conditions and prevailing economic scenarios. The default is mainly due to the factors beyond the control of the Management of the loan clients such as delay in realization of debtors, delay in approval of the project, etc. We have made adequate NPA provisions as per the RBI Guidelines in our books of accounts. We are hopeful of recovery of overdue interest and regularization of NPAs during the current financial year. All our loans are adequately secured by tangible fixed and current assets of the Company / Promoters and collateral securities. We are thus confident of recovery of the entire outstanding dues from all the NPA loan accounts.

CAPITAL ADEQUACY:

The capital adequacy ratio of your Company stood at 53.76% as on March 31, 2014 as against 52.43% as on March 31, 2013.

RBI PRUDENTIAL GUIDELINES:

As of March 31, 2014 the Company has complied with all the prudential guidelines as stipulated by RBI, except credit concentration norms in respect of one account, as applicable to SI-ND-NBFC under Clause 21 of the Notification No. DNBS.193 DG(VL)-2007 dated February 22, 2007. The Company has sought time from RBI to comply with the credit concentration norms in respect of the specific loan account.

FIXED DEPOSITS:

Your Company has neither accepted nor renewed any public deposits during the year. No public deposit was outstanding as on March 31, 2014.

MATERIAL DEVELOPMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes or commitments affecting the financial position of the Company as on March 31, 2014 have occurred between the date of the Balance Sheet and the date of this Report.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION: The Company is not engaged in any business requiring consumption of energy or use of technology during the year under consideration hence there is nothing to report on the above subjects.

FOREIGN EXCHANGE EARNINGS & OUTFLOW:

During the year there has been no inflow or outflow of Foreign Exchange.

PARTICILARS OF EMPLOYEES:

As required by Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and amendments thereto from time to time, there are no employees satisfying the criteria as laid down therein.

AUDITORS:

M/s. BPSD & Associates, Chartered Accountants will retire in the ensuing Annual General Meeting.

M/s. BPSD & Associates, Chartered Accountants have expressed their willingness to undertake statutory & tax audit of the Company

98


and have given their consent to act as the auditors of he Company for F.Y.2014-15. As required u/s. 139 of the Companies Act, 2013, the company has obtained certificate from the auditors to the effect that their reappointment, if made will be within the limits prescribed in the said section.

The Board of Directors recommends the appointment of M/s. BPSD & Associates, Chartered Accountants, subject to Members approval in this annual general meeting and the same shall be ratified in every general meeting..

The Members are requested to elect the auditors to hold office till the conclusion of the 18th Annual General Meeting till 21st Annual General Meeting and fix their remuneration.

DIRECTORS: Pursuant to provisions of Companies Act 2013, Mr. Ganesan Venkatraman (DIN: 00010063) and Mr. Hayagreeva Ravikumar Puranam (DIN: 00280010) are being appointed as Independent Director of the Company for 5 (five) consecutive years for a term up to the conclusion of the Annual General Meeting of the Company in the calendar year 2019. Mr. Baldev Harpal Singh (DIN: 03577274) retire at the ensuing Annual General Meeting and being eligible offers himself for reappointment. Mr. Manoj Dwarkanath Thakur is being appointed as the Managing Director of the Company for a tenure, remuneration and terms of appointment as may be decided by the Board of Directors of the Company.

DIRECTOR’S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed.

2. Appropriate accounting policies have been selected and applied consistently, and the Directors have made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and the profit of the Company for the year ended 31st March, 2014.

3. Proper and sufficient care has been taken 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.

4. The annual accounts have been prepared on a going concern basis as the company intends to continue its business by carrying on activities of financial services.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere appreciation of the wholehearted co-operation received from SICOM Ltd., The Reserve Bank of India, The Lakshmi Vilas Bank Ltd., United Bank of India, Canara Bank, Central Bank of India, Bank of India, IDBI Bank & HDFC Bank.

Your Directors also place on record their sincere appreciation for the dedicated services of the employees of the Company.

By order of the Board of Directors,

SICOM Investments & Finance Ltd.

(M. D. THAKUR)Managing Director

DIN : 01372581

Date: August 22, 2014Place: Mumbai

99


INDEPENDENT AUDITOR'S OPINION

To,The Members of SICOM INVESTMENTS AND FINANCE LIMITED


We have audited the accompanying financial statements of SICOM INVESTMENT AND FINANCE LIMITED, which comprise the

Balance Sheet as at 31st March 2014, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a

summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements


financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in

sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and

maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view

and are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility



the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are

free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the financial statements.

The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the

financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control

relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are

appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the

reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the financial

statements.


Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the

information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles

generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March 2014;

(b) in the case of the Statement of Profit and Loss, of the Profit of the Company for the year ended on that date, and

(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that date.


1. As required by the Companies (Auditor’s Report) Order, 2003(“the Order”) issued by the Central Government of India in terms of

sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of

the Order.

2. As required by Section 227(3) of the Act, we report that:

(a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for

the purposes of our audit.

100


(b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our

examination of those books.

(c) The Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement dealt with by this Report are in agreement

with the books of account.

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and the Cash Flow Statement comply with the Accounting

Standards referred to in sub-section (3C) of section 211 of the Act.

(e) On the basis of the written representations received from the directors as on March 31, 2014, taken on record by the Board

of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of

Section 274(1)(g) of the Act.

For B P S D & ASSOCIATES,Chartered AccountantsFRN : 118251W

(CA SACHIN PACHKHEDE)Place : NAGPUR (Partner)Date : 19th June, 2014 Membership No. 104660

101


AnnexureReferred to in paragraph 3 of our report of even date.

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed

assets.

(b) All the fixed assets have been regularly physically verified by the management during the year and in our opinion

management has reasonable control over them having regard to the size of company and nature of its assets.

(c) There is no disposal of fixed assets during the year and hence according to the information and explanation given to us; we

are of the opinion that there is no effect on the going concern status of the company.

(ii) Since the company is a Non Banking Financial Company, it does not carry any inventory. Hence this clause is not applicable to

the Company.

(iii) The Company has not granted any loans, secured or unsecured to the companies, firms or other parties listed in the register

maintained under Sec. 301 of Companies Act 1956, and the erstwhile section 370(1-B) of the Companies Act, 1956.

Accordingly sub clauses (b), (c), (d) and (e) of the Companies (Auditor’s Report) Order, 2003 (as amended) are not applicable.

(iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures

commensurate with the size of the company and the nature of its business with regard to purchases of goods, fixed assets and

other items. During the Course of audit we have not observed any continuing failure or major weakness in internal controls.

(v) (a) According to information and explanation given to us , we are of the opinion that the transaction that need to be entered in

the register maintained under section 301 of the Companies Act 1956, have been so entered.

(b) In our opinion and according to the information and explanation given to us the transactions made in pursuance of contract

or arrangements entered in the register maintained under section 301 of the Companies Act 1956, and exceeding the

value of Rs. 500000/- in respect of any party during the year have been made at prices which are reasonable having regard

to prevailing market prices at the relevant time.

(vi) In our opinion and according to information and explanations given to us, the company has not accepted any deposits from

public hence this clause concerning the provisions of section 58A and 58AA of company’s act 1956 and companies

(Acceptance of deposits) rules 1975 is not applicable.

(vii) The company is having adequate internal control procedure commensurate with the size and nature of its business.

(viii) Maintenance of cost records has not been prescribed by the Central Government under Sec 209(1)(d) of companies’ act 1956

for any of the product of the company.

(ix) (a) The company is regular in depositing with appropriate authorities undisputed statutory dues including Provident Fund,

Income Tax, etc.

(b) According to the information and explanations given to us, no undisputed amounts payable in respect of income tax , sales

tax, wealth tax, custom duty and excise duty are in arrears, as at 31st March 2014 for the period of more than six months

from the date they became payable. .(x) The company has no accumulated losses and has not incurred cash losses in the current financial year and preceding financial

year.

(xi) According to information and explanation given to us, the Company has not defaulted in repayment of loans.

(xii) The company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other

securities.

(xiii) In our opinion, the company is not a chit fund or a nidhi/ mutual benefit fund/ society. Therefore the provisions of clause 4(xiii) of

the Companies order 2003 are not applicable to the company.

102


(xiv) In our opinion, the company is not dealing in or trading in shares, securities, debentures and other investments. According to

provision of the clause 4(xiv) of the companies (Auditors Report) order, 2003 are not applicable to the company.

(xv) In our opinion the company has not given any guarantee for loans taken by others from bank or financial institution.

(xvi) In our opinion, the term loans have been applied for the purpose for which they were raised.

(xvii) According to information and explanation given to us and overall review of the balance sheet of the company, we report that no

funds raised on short term basis have been used for long term investment. No long-term funds have been used to finance short-

term assets except net working capital.

(xviii) According to information and explanations given to us, the company has not made preferential allotment of shares to the parties

and companies covered in register maintained under section 301 of the act.

(xix) According to the information and explanations given to us, during the period covered by the report, the company has not issued

debentures.

(xx) During the year the Company has not issued any shares to the public.

(xxi) According to information and explanations given to us, no fraud on or by the company has been noticed or reported during the

course of our audit.

For B P S D & ASSOCIATES,Chartered AccountantsFRN : 118251W

(CA SACHIN PACHKHEDE)Place : NAGPUR (Partner)Date : 19th June, 2014 Membership No. 104660

103


Balance Sheet as at 31st March, 2014

As at As at31.03.2014 31.03.2013

Notes (Rupees) (Rupees)EQUITY AND LIABILITIES

I. SHAREHOLDERS' FUNDSShare Capital " 1 " 398,221,280 148,221,280 Reserves & Surplus " 2 " 1,002,465,339 903,604,004

II. Share Application Money pending allotment - -

III. Non-Current LiabilitiesLOAN FUNDS

a) Long Term Borrowings " 3 " 150,000,000 - b) Deferred Tax liabilities (Net) " 4 " - 292,503 c) Other Long Term Liabilities - - d) Long Term Provisions - -

IV. CURRENT LIABILITIESa) Short Term Borrowings " 5 " 1,027,820,695 977,198,238 b) Trade Payables " 6 " 559,646 2,035,827 c) Other Current Liabilities "7 " 1,169,098 3,303,689 d) Short Term Provisions " 8 " 153,763,838 240,148,053

2,733,999,896 2,274,803,594 ASSETS

I. NON-CURRENT ASSETSa) Fixed Assets

1) Tangible Assets " 9 " 6,507,342 9,092,498 2) Intangible Assets - - 3) Capital Work - in progress - - 4) Intangible Assets under development - -

b) Non-Current Investment " 10 " 835,915,458 412,747,093 c) Deferred Tax Assets (Net) " 4 " 240,299 - d) Long Term loans and Advances " 11 " 1,143,580,151 1,287,489,789 e) Other non-current assets - -

II. CURRENT ASSETSa) Current Investments - - b) Inventories - - c) Trade receivables " 12 " 13,336,003 3,767,080 d) Cash and Cash equivalents " 13 " 1,092,768 22,003,432 e) Short Term Loans and Advances " 14 " 733,327,875 539,703,702 f) Other Current Assets - -

2,733,999,896 2,274,803,594

As per our Report of even Dated attached For and on behalf of the Board,

For B P S D & ASSOCIATES,Chartered AccountantsFirm Regn. No. 118251 W

(PARTNER) Director DirectorM. No. 104660Place : MumbaiDated: 19th June 2014

SACHIN PACHKHEDE M. D. THAKUR M. B. GOSAVI

104


Statement of Profit & Loss for the year ended 31st March, 2014

For the year For the yearNotes ended 31.03.2014 ended 31.03.2013

Rupees Rupees

I. Income

Revenue From Operations " 15 "

From Loan Activity 401,009,301 391,716,746

From Investment Activity 3,619,639 3,239,998

404,628,940 394,956,744

Other Income " 16 " 919,936 936,228

Total Revenue 405,548,877 395,892,972

II. Expenditure & Charges

Financial Costs "17'' 146,085,061 119,527,363

Administrative Expenses "18'' 17,162,172 14,569,307

Employee Benefit Expense "19'' 8,291,414 8,084,658

Depreciation And Amortisation Cost " 9 " 1,870,485 456,010

Provision For Bad & Doubtful Asset 28,000,000 19,000,000

201,409,132 161,637,337

III. Profit Before Exceptional And Extraordinary ItemsAnd Tax 204,139,745 234,255,635

IV. Exceptional Items - -

V. Profit Before Extraordinary Items And Tax (III-IV) 204,139,745 234,255,635

VI. Extraordinary Items - -

VII. Profit before tax (V - VI) 204,139,745 234,255,635

VIII. TAX EXPENSES

Current Tax 78,275,970 82,050,000

Deferred Tax (532,802) 119,398

IX. Profit/(Loss) From The Period From ContinuingOperations (VII - VIII) 126,396,577 152,086,237

X. Profit/(Loss) From Discontinuing Operations - -

XI. Tax Expenses Of Discontinuing Operations - -

XII. Profit/(Loss) From Discontinuing Operations(After Tax) (X-XI) - -

XIII. Profit / (Loss) For The Period (IX + XII) 126,396,577 152,086,237

Earning Per Share (Basic & Diluted) 8.01 10.26

As per our Report of even Dated attached For and on behalf of the Board,

For B P S D & ASSOCIATES,Chartered AccountantsFirm Regn. No. 118251 W

(PARTNER) Director DirectorM. No. 104660Place : MumbaiDated: 19th June 2014

SACHIN PACHKHEDE M. D. THAKUR M. B. GOSAVI

105


Notes Forming part of the Accounts

PARTICULARS

Authorised Share Capital

250,00,000 Equity Shares of Rs 10 each 250,000,000 250,000,000

(Previous year 250,00,000 Equity Shares of Rs 10 each)

25,00,000 Preference Shares of Rs 100 each 250,000,000 -

(Previous year Nil Preference Shares of Rs 100 each)

500,000,000 250,000,000

Issued, Subscribed and Paid up Share Capital

1,48,22,128 Equity Shares of Rs.10 each

fully Paid up (previous Year 1,48,22,128 Shares) 148,221,280 148,221,280

25,00,000 Preference Shares of Rs 100 each fully paid up 250,000,000 -

(Previous year Nil Preference Shares of Rs 100 each)

Share holding pattern and details

Shareholder % of holding No. of Shares

SICOM LTD 99.99% 1,48,21,928

TOTAL SHARE CAPITAL 398,221,280 148,221,280

Note " 2 "

RESERVES & SURPLUS

Share Premium Account

Opening Balance 313,585,170 313,585,170

Add: Received during the year - -

Less:- Expenses on Increase in Authorised Capital written off 1,751,613 -

(A) 311,833,557 313,585,170

Reserve Under RBI ACT

Balance as per last Balance Sheet 134,700,000 102,700,000

Add: Received during the year 26,000,000 32,000,000

(B) 160,700,000 134,700,000

Surplus in Profit & Loss Account

Opening Balance 455,318,834 351,478,744

Add:- Profit/(Loss) for the year 126,396,577 152,086,237

(C) 581,715,411 503,564,981

Less:- Appropriations

Preference Dividend 6,575,340 -

Dividend Distribution Tax Thereon 1,117,479 -

(D) 7,692,819 -

(E) 574,022,592 503,564,981

31.03.2014 31.03.2013

Rupees Rupees

Note " 1 "

SHARE CAPITAL

106


Proposed Dividend (Equity) 14,822,128 14,822,128

Dividend Distribution Tax Thereon 2,519,021 2,519,021

Contingent Provisions for Standard Assets (289,764) 755,240

Transfer to Reserves under RBI Act. 26,000,000 32,000,000

Prior period Adjustments 1,039,425 (1,850,242)

(F) 44,090,810 48,246,147

G=(E-F) 529,931,782 455,318,834

(A+B+F) 1,002,465,339 903,604,004

Note " 3 "

LONG TERM BORROWINGS

UNSECURED LOANS

ICD from SICOM Limited 150,000,000 -

150,000,000 -

Note " 4 "

DEFERRED TAX LIABILITIES/ASSET (NET)

Opening Balance 292,503 173,105Add:- Deferred Tax Liabilities (532,802) 119,398

(240,299) 292,503

Note " 5 "

SHORT TERM BORROWINGS

Cash Credit Accounts 822,820,695 877,198,238

Others 205,000,000 100,000,000

1,027,820,695 977,198,238

Note " 6 "

TRADE PAYABLES

Trade Payables 559,646 2,035,827

559,646 2,035,827

Note " 7 "

OTHER CURRENT LIABILITIES

Other Currrent Liabilities 1,169,098 3,303,689

Note " 8 "

SHORT TERM PROVISIONS

Provision for Sub-Standard Assets 28,000,000 19,000,000

Contigent Provisions Against Standard Assets 3,453,900 3,743,664

Provision for Bad & Doubtful Assets 19,000,000 -

Provision for Preference Dividend 6,575,340 -

Provision for Preference Dividend Distribution Tax 1,117,479 -

Provision for Proposed Equity Dividend 14,822,128 14,822,128

Provision for Equity Dividend Distribution Tax 2,519,021 2,519,021

PARTICULARS 31.03.2014 31.03.2013

Rupees Rupees

107


For Taxation

Provision for Tax (A.Y.2010-11) - 24,500,000




Provision for Tax (A.Y.2014-15) 78,275,970 -

153,763,838 240,148,053

Note " 10 "

CURRENT INVESTMENTS

Long Term Investments (At Cost)- fully paid-up

a) In Shares(Quoted)

1,61,580 Equity Shares of Indo Count Ltd. (P.Y.2,51,273) 2,019,750 3,140,913

1,00,72,975 Equity Share of Aster Silicates Ltd ofRs.10/- each fully Paid Up (P.Y. NIL) 117,790,342 -

Total Long Term Investments (A) 119,810,092 3,140,913

Market Value Of Quoted Investments 90,383,226 2,487,603

b) In Shares (Unquoted)

20,23,300 Equity Share of George Philips Medical Engineering

Pvt Ltd of Rs.10/- each fully Paid Up (P.Y.20,23,300) 70,006,180 70,006,180

5,00,000 Preference Share of TPI India Ltd of Rs.100/-each fully Paid Up (P.Y. 5,00,000) 50,000,000 50,000,000

7,027 Equity Share of Elan Vascular Technologies Pvt. Ltdof Rs.10/- each fully Paid Up (P.Y. NIL) 71,099,186 -

33,75,000 Equity Share of Tunip Agro Ltd of Rs.10/-each fully Paid Up (P.Y. 33,75,000) 135,000,000 135,000,000

(B) 326,105,366 255,006,180

c) Share Application Money Paid (C ) 390,000,000 154,600,000

Total of Current Investments (A+B+C) 835,915,458 412,747,093

SCHEDULE "9"

FIXED ASSETS

Gross Block Accumulated Depreciation Net Block

Description Opening Additions / Total RATE Opening Additions/ Depreciation / Total WDV WDVBalance (Deletions) as on Balance (Deletions) Ammortisation as on As on As on

01.04.2013 31.03.2014 01.04.2013 31.03.2014 31.03.2014 31.03.2013

Data ProcessingEquipments 1,483,329 80,980 1,564,309 40.00% 872,623 (54,478) 277,905 1,096,050 468,259 610,706

Motor Car 3,522,475 - 3,522,475 25.89% 293,450 492,471 708,494 1,494,415 2,028,060 3,229,025

Air Conditioner 287,300 - 287,300 18.10% 8,340 22,335 46,449 77,124 210,176 278,960

Office Equipments 4,608,871 20,250 4,629,121 18.10% 112,235 314,917 758,628 1,185,780 3,443,341 4,496,636

Electrical Fittings 492,606 - 492,606 18.10% 15,435 40,656 79,009 135,100 357,506 477,171

Total 10,394,581 101,230 10,495,811 1,302,083 815,901 1,870,485 3,988,469 6,507,342 9,092,498

Previous Year 4,621,397 5,773,184 10,394,581 973,666 (127,593) 456,010 1,302,083 9,092,498 3,647,731

NOTE: Depreciation has been provided on WDV on pro-rata basis at rates prescribed by Schedule XIV to Companies Act,1956.

PARTICULARS 31.03.2014 31.03.2013

Rupees Rupees

108


Note " 11 "

LONG TERM LOANS & ADVANCES

Loans & advances (Secured) 1,143,580,151 1,287,489,789

1,143,580,151 1,287,489,789

Note " 12 "

TRADE RECEIVABLES

Sicom Ltd 7,879,859 3,156,085

Sushil Financial Services Pvt Ltd 195,841 -

Tunip Agro Ltd. 5,260,303 610,995

(A) 13,336,003 3,767,080

Note " 13 "

CASH & CASH EQUIVALENTS

Cash on Hand (B) 3,125 4,859

Balance with Banks

IN Current Accounts 868,708 629,886

IN Deposit Accounts 220,935 21,368,687

(C) 1,092,768 22,003,432

(A+B+C) 14,431,896 25,775,371

Note " 14 "

SHORT TERM LOANS AND ADVANCES

Loans & advances (Secured) 612,083,581 304,079,268

Others 121,244,294 235,624,434

(C) 733,327,875 539,703,702

(A+B+C) 747,759,770 565,479,073

Note " 15 "

REVENUE FROM OPERATIONS

OPERATING INCOME

Loan Activity

Interest on Loans 319,399,297 333,338,191

Processing Fees 1,525,000 4,992,500

Management Consultancy fees 80,085,004 53,386,055

(A) 401,009,301 391,716,746

Investment Activity

Interest on Share Application Money 1,082,958 3,239,998

Profit/(Loss) on sale of shares 2,536,681 -

(B) 3,619,639 3,239,998

(A+B) 404,628,940 394,956,744

PARTICULARS 31.03.2014 31.03.2013

Rupees Rupees

109


Note " 16 "

OTHER INCOME

Interest from Income Tax Refund 361,777 490,271

Interest on Staff Loan 52,553 34,215

Interest on Bank Fixed Deposits 504,229 411,059

Miscellaneous Income 1,377 684

919,936 936,228

Note " 17 "

FINANCIAL COST

Interest 144,211,662 113,290,635

Other Financial charges 1,873,399 6,236,728

146,085,061 119,527,363

Note " 18 "

ADMINISTRATIVE EXPENSES

Auditors' Remuneration

Audit Fees 65,000 65,000

Tax Audit Fees 25,000 25,000

Other Services (Certification) 20,000 20,000


Bad Debts Written off - -

Miscellaneous Expenses 16,922,172 14,344,307

17,162,172 14,569,307

Note " 19 "

EMPLOYEE BENEFIT EXPENSES

Salaries, Allowances and Ex-gratia 8,291,414 8,084,658

8,291,414 8,084,658

PARTICULARS 31.03.2014 31.03.2013

Rupees Rupees

110


Note “20”

SIGNIFICANT ACCOUNTING POLICIES & NOTES FORMING PART OF ACCOUNTS

I. SIGNIFICANT ACCOUNTING POLICIES:

1. SYSTEM OF ACCOUNTING:

The company follows accrual system of accounting and the accounts have been prepared in accordance with applicable Accounting Standards and relevant requirements of the Companies Act, 1956, in so far as they are applicable and not inconsistent with the Non-Banking Financial Companies (Reserve Bank) Directions, 2007.

2. REVENUE RECOGNITION:

Revenue (including overdue Interest) is accounted on its accrual and is being recognized as and when there is a reasonable certainty of its ultimate realization / collection.

a. Income from Loans and Advances:i. Interest on long, medium and short-term loans, bridge loans and other loans and advances is accounted for

on accrual basis.

ii. Processing fees: Processing fees on loans are accrued on sanction of such loans.

b. Fees from Services:Income from fees and other charges is recognized on accrual basis.

3. FIXED ASSETS & DEPRECIATION:

a) Fixed assets are capitalized at cost inclusive of installation expenses.b) Depreciation on Fixed Assets other than Software is provided on Written Down Method at the rates prescribed

under Schedule XIV of the Companies Act, 1956 on pro-rata basis.c) Software Cost is being amortized evenly over the period of license validity.

4. INVESTMENTS:

Long Term Investments are stated at cost. Provision for diminution in the value of long-term investments is made, only if in the opinion of the management such a diminution is other than temporary.

5. PRUDENTIAL NORMS FOR PROVISIONING & REVENUE RECOGNITION:

a) Provision for non-performing assets has been made as per the norms prescribed by the Reserve Bank of India (RBI).

b) In accordance with the norms for non-recognition of income, unrealized interest on non-performing assets has not been accounted for.

II. NOTES TO ACCOUNTS:

1. The liability arising out of encashment of unavailed leave has been provided on payment basis. The ex-gratia is provided as and when actually announced.

2. TAXATION

a) The deferred tax for timing differences is accounted for using the tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date and is accrued in accordance with Accounting Standard 22 “Accounting for Taxes on Income” prescribed by (Accounting Standard) Rules, 2006.

b) Deferred Tax Assets arising from timing differences are recognized and carried forward to the extent that there is a reasonable certainty that the assets will be realized in future.

3. The Company does not have any Creditors registered under the Micro, Small and Medium Enterprises Development (“MSMED”) Act, 2006. Accordingly, no disclosure relating to amounts unpaid as at the year-end and together with interest paid/payable are required to be furnished.

111


4. Remuneration to the Managing Director:

7. Dividend @10% on Equity Shares has been declared by the Board of Directors at their meeting held on 19th June, 2014.

Dividend payout works out to Rs. 1,48,22,128/-Dividend Distribution Tax there on Rs. 25,19,021/-

Salaries & Allowances 42,65,736

Contribution to Provident Fund / Family Pension Fund NIL NIL

42,65,736 42,65,736

42,65,736

2013 -14

Rupees

2012 -13

Rupees

5. Disclosures as required by AS 18 on Related Party Relationships & Disclosures:

SICOM Limited - Holding Company

2013-14 2012-13

1 ICD Taken during the year 35,00,00,000 10,00,00,000

2 ICD Repaid during the year 10,00,00,000 NIL

3 Balance of ICD as at the year end 35,00,00,000 10,00,00,000

4 Interest paid on ICD 2,07,96,578 47,27,398

5 Management Consultancy Fees received from SICOM Ltd. 4,11,60,906 3,24,99,351

6 Reimbursement of Office Establishment Expenses 455,303 51,250

7 Rent paid 35,10,000 26,23,065

8 Subscription to Equity Capital NIL NIL

6. Earnings Per Share (As per AS-20)

Financial Year 2013-14 2012-13

Net profit After Tax 12,63,96,577 15,20,86,237

Preference Dividend 76,92,819 NIL

Weighted Average number Equity Shares 1,48,22,128 1,48,22,128

Earnings Per share (Basic & Diluted) 8.01 10.26

8. Deferred Tax-(As per AS-22)

Items of Timing Difference Accumulated Assets/

(Liabilities) as

at 31st March 2013

(Charge)/

Credit for the

year

Accumulated Assets/

(Liabilities) as

at 31st March 2014

Depreciation (2,92,503) 5,32,802 2,40,299

Deferred Tax Assets/(Liability) (2,92,503) 5,32,802 2,40,299

SICOM Capital Management Pvt Limited - Fellow Subsidiary

Financial Year 2013-14 2012-13

1 ICD Taken during the year 50,00,000 NIL

2 Balance of ICD as at the year end 50,00,000 NIL

3 Interest paid on ICD 1,32,605 NIL

112


9. Additional disclosure norms as directed by the Reserve Bank of India

RBI vide its notification no DNBS(PD).CC.No.125/3.05.002/2008-09 dated August 1,2008 has directed NBFCs – NDSI to make additional disclosure relating to the following requirement

(2) Exposure to Real Estate Sector (Rs in Lacs)

Category Current

Year

Previous

Year

Direct exposure

Residential Mortgages -

Lending fully secured by mortgages on residential property that is or will be occupied by the borrower or that is rented; (Individual housing loans up to Rs. 15 Lakh may be shown separately)

Commercial Estate -

Lending secured by mortgages on commercial real estates (office buildings, retail space, multipurpose commercial premises, multi-family residential building, multi-tenanted commercial premises, industrial or warehouse space, hotels, land acquisition, development and construction, etc). Exposure would also include non-fund based (NFB) limits;

(iii) Investments in Mortgage Backed Securities (MBS) and other securitised exposures -

a. Residential

b. Commercial Real Estate

Indirect Exposure

Fund based and non—fund based exposure on National Housing Bank (NHB) and Housing Finance Companies (HFCs)

NIL NIL

721.76 1,148.06

NIL NIL

NIL NIL

NIL NIL

(3) Maturity patterns of assets and liabilities

Asset Liability Management

Maturity pattern of certain items of assets and liabilities

(Rs.in lacs)

1 day Over one Over 2 Over 3 Over 6 Over 1 Over 3 Over 5 Total to 30/31 month to months to months to months to year to 3 years to years days 2 months 3 months 6 months 12 months years 5 years

Liabilities

Borrowings 1,581.04 0.00 0.00 2,059.10 4,588.06 0.00 0.00 0.00 8228.20from banks

Market 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Borrowings

Assets

Advances 392.75 542.38 9.00 993.02 3292.67 7532.54 2911.47 991.80 17556.64

Investments 0.00 0.00 0.00 0.00 0.00 0.00 0.00 8359.15 8359.15

(1) Capital to Risk Assets Ratio (CRAR)

Items Current Year Previous Year

CRAR (%) 53,76% 52.43%

CRAR – Tier I Capital (%) 44.05% 52.24%

CRAR – Tier II capital (%) 9.71% 0.19%

113


10. The Company has been regular in submission of Monthly Returns to the Reserve Bank of India, as applicable to Non – Systemically Important Non – Banking Finance Company.

11. In accordance with the asset classification and provisioning requirement as per Non – Banking Financial Companies Prudential Norms (Reserve Bank) Directions, 2007 issued by the Reserve Bank of India, the Following provisions have been made against sub – standard & doubtful assets:

12. The company operates only in single segment as a result of which Segmental Disclosures under Accounting Standard 17 are not applicable to the company.

13. Figures relating to the previous year have been regrouped and rearranged, wherever necessary.

Signatures to Notes to 1 to 20

Particulars Amount of

Standard

Assets

Amount of Sub

standard Assets &

Doubtful &

Loss Assets

Total Provisioning

till date

(Rs. in Lacs)

Loans to

Industrial Unit 138,15,60,358 37,41,03,374 175,56,63,732 4,70,00,000

Grand Total 138,15,60,358 37,41,03,374 175,56,63,732 4,70,00,000

As per our report of even dated attaches For and Behalf of the Board,

For B P S D & ASSOCIATES

Chartered Accountants,

Firm Reg.No. 118251 W

SACHIN PACHKHEDE

(PARTNER) Managing Director Director

M.No. 104660

Place: Mumbai

Date : 19th June, 2014

M. D. THAKUR M. B. GOSAVI

114


CASH FLOW STATEMENT FOR THE PERIOD 2013-14 2012-13

(A) CASH FLOW FROM OPERATING ACTIVITIES

Net profit/(loss) before Tax & extraordinary items 204,139,745 234,255,635

Adjustments For;

Depreciation 1,870,485 456,010

Provision/Reversal for Standard/ Sub-standard Assets 28,000,000 19,000,000

Loss/(profit) on Sale of Investments (2,536,681) 0

Other Interest Income (919,936) (445,274)

Dividend Income 0 0

Taxes Refunded/ (Paid) 0 0

26,413,867 19,010,736

Operating profit/(loss) before working capital changes 230,553,612 253,266,371

Adjustments for : Increase/(Decrease) in working capital

Increase/ decrease in Sundry Creditors (1,476,181) (2,586,606)

Increase/ decrease in Loans & advances (49,714,535) (482,550,999)

Increase/ decrease in Receivables (9,568,922) (1,251,206)

Increase/ decrease Other Liabilities & Provisions (71,514,117) (68,962,106)

(132,273,755) (555,350,916)

Net Cash generated from operations 98,279,857 (302,084,545)

(B) CASH FLOW FROM INVESTING ACTIVITIES

Purchase / Acquisition of Investments (423,168,365) (276,100,000)

Purchase / Acquisition of Fixed Assets (101,230) (5,773,184)

Sale of Investments (Net) 0 0

Interest received 919,936 445,274

Dividend received 0 0

Profit/(Loss) on Sale of Investments 2,536,681 0

Net cash generated from investing activities (419,812,978) (281,427,910)

C) CASH FLOW FROM FINANCING ACTIVITIES

Loans Borrowed/(Repayments) (Net of Repayments) 50,622,457 598,869,838

Loans & Advances (Net of Repayments recovered) 0 0

Increase in Preference Capital 250,000,000 0

Net cash utilised in financing activities 300,622,457 598,869,838

NET INCREASE / (DECREASE) IN CASH & CASHEQUIVALENTS (A-B+C) (20,910,664) 15,357,382

Cash & cash equivalents at the Begining of the Year 22,003,432 6,646,050

Cash & cash equivalents at the end of the Year. 1,092,768 22,003,432

As per our Report of even Dated attached hereto. For and Behalf of the Board,

For B P S D & ASSOCIATESChartered Accountants,

SACHIN PACHKHEDE(PARTNER) Director DirectorM.No. 104660Firm Reg.No. 118251 W

Place: MumbaiDate : 19th June, 2014

M. D. THAKUR M. B. GOSAVI

115


SCHEDULE TO THE BALANCE SHEET AS ON MARCH 31, 2014(As required in terms of para 13 of Non-Banking Financial (Non-deposit Accepting

or Holding) Companies Prudential Norms (Reserve Bank) Directions, 2009)

PARTICULARS

Liabilities Side :1. Loans and advances availed by the NBFCs Amount Amount

inclusive of interest accrued thereon but not paid outstanding overduea. Debentures: Secured

Unsecured(Other than falling within themeaning of public deposits) - -

b. Deferred Credits - -c. Term Loans - -d. Inter-Corporate Loans and borrowing Rs. 35,51,78,767/- -e. Commercial Paper - -f. Other Loans (Cash Credit) Rs. 82,28,20,695/- -

Asset Side :

2. Break-up of Loans and advances including bills Amount outstandingreceivables (other than those included in (4) below)

a. Secured Rs. 1,75,56,63,732/-

b. Unsecured -

Rs. 1,75,56,63,732/-

3. Break-up of Leased Assets and stock on hire andother assets counting towardsAFC activities

i. Lease assets including lease rentals undersundry debtors:

a. Financial lease - -

b. Operating lease - -

ii. Stock on hire including hire charges undersundry debtors : - -

a. Assets on Hire - -

b. Repossessed Assets - -

iii. Other loans counting towards AFC activities : - -

a. Loans where assets have been repossessed - -

b. Loans other than (a) above - -

116


4. Break-up of Investments :

Current Investments

1. Quoted :

i. Shares : a. Equity - -

b. Preference - -

ii. Debentures and Bonds - -

iii Units of Mutual funds - -

iv. Government Securities - -

v. Others (please specify)

2. Unquoted :

i. Shares : a. Equity - -

b. Preference - -




v. Others (please specify) - -

Long Term Investments

1. Quoted :

i. Shares : a. Equity - Rs. 20,19,750/-b. Preference - -




v. Others (please specify) - -

2. Unquoted :

i. Shares : a. Equity - Rs. 39,38,95,708/-

b. Preference - Rs. 5,00,00,000/-




v. Others (please specify) – Share application money paid. - Rs. 39,00,00,000/-

117


5 Borrower group-wise classification of assetsfinanced as in (2) and (3) above :

Category Amount Net of ProvisionsSecured Unsecured Total

1. Related parties

a. Subsidiaries - - -

b. Companies in the same group - - -

c. Other related parties - -

2. Other than Related parties Rs. 1,75,56,63,732/- - Rs. 1,75,56,63,732/-

Less : Provision (Rs. 4,70,00,000/-) - (Rs. 4,70,00,000/-)

Gross Total Rs. 1,70,86,63,732/- - Rs. 1,70,86,63,732/-

Category Market Value / Book Value net

Breakup or fair of provisions

value or NAV

1. Related parties

a. Subsidiaries - -

b. Companies in the same group - -

c. Other related parties - -

2. Other than Related parties - Rs. 44,59,15,458/-

Total - Rs. 44,59,15,458/-

* Represents Market Value of Quoted Investments.

6. Investor group-wise classification of all investments (current and long term) in shares and securities (Both quoted and unquoted)

7. Other information

Particulars Amount

i Gross Non-Performing Assets

a) Related Parties -

b) Other than Related Parties Rs. 37,41,03,374/-

ii Net Non-Performing Assets

a) Related Parties -

b) Other than Related Parties Rs. 32,71,03,374/-

As per our Report of even Dated attached, For and on behalf of the Board

For B P S D & ASSOCIATESChartered Accountants,

SACHIN PACHKHEDE M. D. Thakur M. B. Gosavi(PARTNER) Director DirectorM.No. 104660Firm Reg.No. 118251 W

Place: MumbaiDate : 19 June, 2014

118


DIRECTORS' REPORT

ToThe Members,SICOM ARC Ltd.

Your Directors have pleasure in presenting the 13th Annual Report together with the Audited Statements of Accounts of your

Company for the accounting year ended on 31st March, 2014.

FINANCIAL RESULTS & OPERATIONS:-

The highlights of financial performance are as follows:- (Rs. in lacs)

PARTICULARS 2013-14 2012 -13

Income from Operations 241.01 498.95

Other Income 232.61 171.83

Profit before tax 237.97 470.81

Provision for tax – Current 42.47 155.18

Provision for tax – Deferred (0.02) (0.36)

Profit after tax 195.52 315.98

Profit after appropriations 195.52 315.98

Balance brought forward 2083.25 1767.27

Balance carried forward 2278.77 2083.25

DIVIDEND :-

In order to conserve resources, your Directors do not recommend any dividend for the year under report.

FINANCIAL HIGHLIGHTS :-

Since operationalising of the Company, FY 2013-2014 was the seventh year of operations. During the year, the Company continued to manage the assets of SICOM and has made recovery of Rs. 17.25 crores as against the target of Rs. 6.56 crores resulting in a contribution of Rs. 6.26 crores to SICOM, against the target of Rs. 1.86 crores. Thus, the recovery target was exceeded by 163 % and the contribution target was exceeded by 237%. Due to deterioration of asset quality, revision in the Commission structure and delay in settlements, the Income generated was lower at Rs.473.62 lacs while the expenses are higher at Rs.235.65 lacs. As a result, the Profit before tax (PBT) is lower at Rs.237.97 lacs compared to Rs.470.81 lacs during the previous year.

BUSINESS FROM BANKS :-

At the time of operationalising the Company, it was envisaged that apart from managing SICOM’s assets, the Company would also be acquiring NPA assets from Banks for resolution. Accordingly, the Company was successful in acquiring non-performing Assets from Public Sector Banks at an acquisition cost of Rs.36.38 crores having an aggregate Principal outstanding of Rs.186.20 crores (19.5% of Principal outstanding). Out of these cases, NPAs involving Principal outstanding of Rs.116.95 crores have already been resolved resulting in balance principal outstanding of Rs.69.25 crores.

ASSET QUALITY :-

Since operationalising, the Company has recovered Rs.262 crores out of SICOM’s assets and Rs.34.65 crores out of the NPA assets of Public Sector Banks and as such, the quality of remaining assets has gone down substantially. Your Company is participating in the NPA auctions conducted by Banks to increase the NPA assets under management.

RBI REGISTRATION :-

In order to conform to RBI requirements for Registration as a Securitisation Company, SICOM’s share holding in your Company is required to be brought down from existing 100% to 49% or less by issuing additional share capital. Accordingly participation of a

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SICOM ARC Limited

reputed NBFC, upto 47% in the equity share capital of the Company is already approved and tied up. For the balance holding, discussions with several prospective Sponsors/ Investors were held and a large Public Sector Bank has been identified as the other investor who has agreed to invest Rs.5 crores in the Equity Share Capital of the Company subject to approval of RBI. The RBI has also approved the investment by the Bank in the equity share capital of your Company.

In the meanwhile, the Board of Directors of your Company, during the meeting held on 19th February, 2014, approved the investment by the Bank and also approved the application for registration as a Securitisation Company or Reconstruction Company to RBI. Accordingly, application to RBI, was submitted in March 2014. Further details and clarifications sought by the RBI have been furnished and we hope to receive the RBI Registration as an Asset Reconstruction Company shortly. With the RBI Registration, the Company is poised for a major growth in its business.

DIRECTORS RESPONSIBILITY STATEMENT :-

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors hereby confirm that :

1. In the preparation of annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

2. The Directors have selected appropriate 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 as on 31st March, 2014 and the profits of the Company for the year ended on 31st March, 2014.

3. 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.

4. The Directors have prepared the annual accounts on a going concern basis.

PARTICULARS OF EMPLOYEES :-

There are no Employees falling under the purview of Section 217 (2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975.

AUDITORS :-

The members are requested to appoint Auditors for the current year and fix their remuneration. MANDAR BHATE & Co., Chartered Accountants, Auditors of the Company would retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

ACKNOWLEDGMENT :-

Your Directors wish to place on record their appreciation for support received from SICOM Ltd.

The Directors express their appreciation to all the employees for their dedication and commitment in achieving the goals of your Company.

For and on behalf of the Board

( Baldev Singh )Chairman

Place : MUMBAI

thDate : 19 June 2014

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SICOM ARC Limited

Auditor's Report to the members of SICOM ARC Limitedst

for the Year ended 31 March 2014

To,The Members of SICOM ARC Limited,

1. We have audited the attached Balance Sheet of SICOM ARC Limited, as at March 31, 2014 the Profit & Loss Account of the year

ended on that date annexed thereto. These financial statements are the responsibility of the Company's management. Our

responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we

plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial

statements. An audit also includes assessing the accounting principles used and significant estimates made by management,

as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our

opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of section

227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said

order.

4. Further to our comments in the Annexure referred to above , we report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for

the purpose of our audit.

b) In our opinion, proper books of account as required by law, have been kept by the Company so far as appears from our

examination of such books.

c) The Balance Sheet and Profit & Loss Account dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and the Profit & Loss Account dealt with by this comply with the Accounting Standards

referred to in sub-section (3c) of section 211 of the companies Act, 1956.

e) The Company has duly complied with the Accounting standards referred to in Section 211 (3C) of the Company Act,

1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read

with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a

true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

ii) in the case of the Profit and Loss Account , of the profit of the Company for the year ended on that date;

iii) in the case of the Cash Flow Statement, of the flow of cash and cash equivalents for the year ended on that

date.

5. On the basis of the written representations received from the Directors as on March 31, 2014 and taken on record by the Board

of Directors, we report that none of the Directors is disqualified as on March 31, 2014, from being appointed as a Director in

terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For and behalf ofMANDAR BHATE & CO.CHARTERED ACCOUNTANTS

ProprietorDT: 28/05/2014M.NO.109589

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SICOM ARC Limited

ANNEXURE TO THE AUDITOR'S REPORT

As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government in terms of section 227 (4A) of the

Companies Act, 1956, we further report that:

1. In respect of its Fixed Assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed

assets.

b) The major assets have been physically verified by the management on a sample basis during the year and in our

opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such verification.

c) There was no substantial disposal of fixed assets during the year.

2. In respect of its Inventories:

a) As explained to us, the inventories were physically verified by the management at reasonable intervals during the

period.

b) In our opinion, and according to the information and explanations given to us, the procedure of physical verification of

inventories followed by the management is reasonable and adequate in relation to the size of the company and the

nature of the business.

c) In our opinion, and according to the information and explanations given to us, the Company has maintained proper

records of its inventories and the discrepancies noticed on such physical verification between physical stock and book

records were not material and have been adequately dealt with in the books of accounts.

3. The Company has not taken loans, secured or unsecured from companies, firms or other parties listed in the register

maintained under section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures

commensurate with the size of the Company and the nature of its business, for the purchases of land, computers and other

equipment and for the sale of land and services. During the course of our audit, no major weakness has been noticed in the

internal controls.

5. Transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956:

a) Based upon the audit procedures applied by us and according to the information and explanations given to us, we are of

the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies

Act, 1956, have been so entered.

b) In our opinion and according to the information and explanations given to us, such transactions exceeding the value of

Rs. 500,000 in respect of any party during the year, have been made at prices which are reasonable having regard to the

prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956

and the rules framed thereunder.

7. In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its

business.

8. According to the information and explanations given to us, the maintenance of cost records has not been prescribed by the

Central Government under section 209(1)(d) of the Companies Act, 1956, for any of the activities of the Company.

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SICOM ARC Limited

9. Statutory Dues

a) According to the information and explanation given to us, the company is regular in depositing undisputed statutory dues

pertaining to investor Education and Protection Fund, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Cess and any

other statutory dues with the appropriate authorities. We have been informed that there are no dues which have

remained outstanding as at the end of the financial year, for a period of more than six months from the date they become

payable. We are informed that the provisions of the Employees Provident Fund Act, 1952 and the Employees' State

Insurance Act, 1948, are not applicable to the Company.

b) There are no disputed amounts of statutory dues which have not been deposited with the concerned authorities.

10. The Company does not have accumulated losses as at the end or the financial year and it has not incurred cash losses in the

current financial year and not in the immediately preceding financial year.

11. According to the records of the Company, there has been no default in repayment of dues to a financial institution or bank.

12. According to the information and explanations given to us, and based on the documents and records produced before us, the

Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other

securities.

13. According to the information and explanations given to us, the Company does not deal or trade in shares, securities, or

debentures. Proper records have been maintained of the transactions and contracts in respect of the investments made by the

company. The investments are held by the company on its own name.

14. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others

from banks or financial institutions.

15. According to the information and explanations given to us and the cash flow statement and other records examined by us, the

Company has not used funds raised on long term basis for short term investment. The Company has not raised any short term

funds.

16. The Company has not made any preferential allotment of shares to any parties or companies covered in the register

maintained under section 301 of the Companies Act, 1956.

17. Based upon the audit procedures performed by us , to the best of our knowledge and belief and according to the information

and explanations given to us, we have neither come across any fraud on, or by the company , noticed or reported during the

year, nor have we been informed of such case by the management.

18. None of the other matters specified in the Companies (Auditor's Report) Order, 2003, are applicable to the Company .

Consequently, we have not included these matters in this report.

For and on behalf of

MANDAR BHATE & CO.

CHARTERED ACCOUNTANTS

MANDAR BHATE

PROPRIETOR

Date : 28/05/2014

Place : Mumbai

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SICOM ARC Limited

Balance Sheet as at 31st March, 2014

Figures as at Figures as atParticulars Schedule the end of the end of

current previousreporting period reporting period

31.03.14 31.03.13Rs. Rs.

I. EQUITY AND LIABILITIES

(1) Shareholder's Funds(a) Share Capital (ISSUED, SUBSCRIBED,PAID UP) 1 40,800,000(b) Reserves and Surplus 2 287,574,514 268,022,686(c) Money received against share warrants - -(2) Share application money pending allotment 25,276,999 -

(3) Non-Current Liabilities(a) Long-term borrowings - -(b) Deferred tax liabilities (Net) - -(c) Other Long term liabilities - -(d) Long term provisions 3 0 0

(4) Current Liabilities(a) Short-term borrowings - -(b) Trade payables 4 24,895,470 21,551,133(c) Other current liabilities 5 2,294,304 3,272,440(d) Short-term provisions 6 43,964,968 39,717,785

Total 424,806,255 373,364,044

II. Assets(1) Non-current assets(a) Fixed assets

(i) Tangible assets 7 619,035 777,150(ii) Intangible assets - -(iii) Capital work-in-progress - -(iv) Intangible assets under development - -

(b) Non-current investments - -(c) Deferred tax assets (net) 8 161,911 159,441(d) Long term loans and advances - -(e) Other non-current assets - -

(2) Current assets(a) Current investments - -(b) Inventories - -(c) Trade receivables 9 15,357,608 2,654,037(d) Cash and cash equivalents 10 74,138,462 103,150,171(e) Short-term loans and advances 11 143,664,617 146,430,929(f) Other current assets 12 190,864,621 120,192,316

Total 424,806,255 373,364,044

40,800,000

Notes Forming part of Accounts


For Mandar Bhate & Co. For & on behalf of Board of Directors

Chartered Accountants For SICOM ARC Limited

Mandar Bhate V. B. Khardekar M. B. Gosavi

Proprietor Managing Director Director

M. No. 109589

28/05/2014

124


SICOM ARC Limited

Profit and Loss statement for the year ended 31st March 2014

Figures as at Figures as atParticulars Schedule the end of the end of

current previousreporting period reporting period

31.03.14 31.03.13Rs. Rs.

I. Revenue from operations 13 24,100,708

II. Other Income 14 23,261,298 17,182,600

III. Total Revenue (I +II) 47,362,006 67,078,020

IV. Expenses:

Cost of materials consumed

Purchase of Stock-in-Trade

Changes in inventories of finished goods,work-in-progress and Stock-in-Trade

Employee benefit expense 15 11,753,760 9,732,811

Financial costs

Depreciation and amortization expense16 230,615 315,242

Other expenses 17 11,581,091 9,949,304

Total Expenses 23,565,466 19,997,357

V. Profit before exceptional and extraordinary items and tax (III - IV) 23,796,540 47,080,663

VI. Exceptional Items - -

VII. Profit before extraordinary items and tax (V - VI) 23,796,540 47,080,663

VIII. Extraordinary Items - -

IX. Profit before tax (VII - VIII) 23,796,540 47,080,663

X. Tax expense:

(1) Current tax 4,247,183 15,517,785

(2) Deferred tax 2,470 (35,609)

XI. Profit/(Loss) from the period from continuing operations (VII-VIII) 19,551,828 31,598,487

XII. Profit/(Loss) from discontinuing operations - -

XIII. Tax expense of discounting operations - -

XIV. Profit/(Loss) from Discontinuing operations (XII - XIII) - -

XV. Profit/(Loss) for the period (XI + XIV) 19,551,828 31,598,487

XVI. Excess/Short Provisions for Previous Years

XVII. Balance brought forward from previous year 208,325,140 176,726,653

XVIII. Balance carried forward to Balance Sheet 227,876,968 208,325,140

XIX. Earning per equity share:

(1) Basic 4.79 7.74

(2) Diluted - -

49,895,420







M. No. 109589

28/05/2014

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SICOM ARC Limited

Schedules forming part of the accounts for the year ended March 31, 2014

SCHEDULE 1

SCHEDULE 2

SCHEDULE 3

SCHEDULE 4

SCHEDULE 5

SCHEDULE 6

SCHEDULE 7

Current Year Previous Yearas at 31.03.2014 as at 31.03.2013

Rs. Rs.

Shareholders' FundAuthorised share capital15000000 equity shares of Rs. 10 each 150,000,000 150,000,000

Issued, Subscribed & Paid Up Share Capital40,80,000 equity shares of Rs.10 each fully paid 40,800,000 40,800,000

Share Application Money Received 25,276,999 -

Reserves & SurplusShare Premium 59,700,000 59,700,000Profit & Loss Account 227,874,514 208,322,686

287,574,514 268,022,686

Long Term Provisions

Trade Payable 24,840,470 21,506,460Audit & Other Fees 55,000 44,673

24,895,470 21,551,133

Other Current LiabilitiesStatutory Liabilities 2,294,304 2,960,840Advance Received 0 300,000Profession Tax Payable 11,600

2,294,304 3,272,440

Short Term ProvisionsProvision for Taxation F.Y. 2010 - 2011 11,100,000 11,100,000Provision for Tax 2013-2014 4,247,183

Provision for Tax 2012-13 15,517,785 15,517,785

Provision for Tax 2011-12 13,100,000 13,100,00043,964,968 39,717,785

Fixed Assets


GROSS BLOCK (AT COST) DEPRECIATION NET BLOCK

PARTICULARS As at Additions Deletions As at As at Additions Deletions As at As at As at 31.03.2013 31.03.2014 31.03.2013 31.03.2014 31.03.2014 31.03.2013

Computers 897,388 72,500 0 969,888 689,513 93,399 0 782,912 186,976 207,875

Motor Car 1,097,439 0 1,097,439 593,882 130,371 0 724,253 373,186 503,557

Camera 12,500 0 0 12,500 5,521 971 0 6,492 6,008 6,979

Furniture & Fixture 70,425 0 70,425 11,687 5,874 0 17,561 52,864 58,738

TOTAL 2,077,752 72,500 0 2,150,252 1,300,603 2,30,615 0 1,531,218 619,034 777,149

Previous Year 0 2,077,752 0 2,077,752 0 1,300,603 0 1,288,916 777,149 0

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SICOM ARC Limited

Rs. Rs.

Deferred Tax Asset 161,911 159,441

161,911 159,441

Trade Receivables

Sundry Debtors - outstanding for less than 6 months

(Considered Good) 15,357,608 2,654,037

15,357,608 2,654,037

Cash & Cash Equivalents

CASH & BANK BALANCES

Cash in Hand 44,726 47,804

Balance in Current Account 47,693,736 2,410,367

Fixed Deposit in Bank 2,64,00,000 100,692,000

74,138,462 103,150,171

Short Term Loans & Advances

Advances 136,039,156 142,021,858

Interest Accrued but Not Due on Bank Deposits 7,625,461 4,409,071

143,664,617 146,430,929

Other Current Assets

Advance Income Tax (FY 2010-2011) 5,846,757 5,846,757



Advance Income Tax (FY 2013-14) 42,60,150 0

TDS FY 2010-2011 5,620,181 5,620,181

TDS FY 2011-12 2,293,430 2,293,430

TDS FY 2012-13 10,889,764 10,889,764

Self Assessment Income Tax (FY 2011-2012) 3,701,266 3,701,266

Mutual Fund & other Investment 144,500,000 80,000,000

TDS FY 2013-14 1,685,751

S Tax input stage credit 76404

Employee Superannuation Trust 150,000

190,864,621 120,192,316

SCHEDULE 8

SCHEDULE 9

SCHEDULE 10

SCHEDULE 11

SCHEDULE 12

SCHEDULE 13

Revenue from Operations

Recovery Commission 19,002,004 29,695,420

Resolution Income 5,098,704 20,200,000

Total 24,100,708 49,895,420

127


SICOM ARC Limited


Rs. Rs.SCHEDULE 14

SCHEDULE 15

SCHEDULE 16

SCHEDULE 17

Other Income

Interest on Fixed Deposit 15,763,514 10,448,600

Other Income 7,497,784 6,734,000

Total 23,261,298 17,182,600

Salary & Wages 11,753,760 9,732,811

Total 11,153,760 9,732,811

Depreciation & Amortised Cost 230,815 315,243

Total 230,615 315,243

Other Expenses

Administration & Establishment Exps

Establishment Expenses / Office Expenses 9,642,854 8,650,353

Outsoursing / Resolution Expenses 1,653,770 1,172,951

Auditors / Directors Sitting Fees 284,467 126,000

Total 11,581,091 9,949,304

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SICOM ARC Limited

SCHEDULE – 18

NOTES ATTACHED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2014.

(A) SIGNIFICANT ACCOUNTING POLICIES:

1. BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

The financial statements are prepared on the historical cost basis in accordance with the generally accepted accounting

principles and the accounting statements referred to in Section 211(3C) of the Companies Act, 1956.


Revenue Incomes and Costs/expenditure are generally accounted as they are earned or incurred.

3. FIXED ASSETS:

Fixed Assets are stated at cost of acquisition. All cost relating to the acquisition and installation are capitalised. All fixed assets

are valued at cost less depreciation.

4. DEPRECIATION:

Depreciation in all fixed assets is provided as per the provisions of Companies Act, 1956 following WDV method.

5. INVESTMENTS:

All investments are stated at cost. Provision for diminution in the value of long term investment is only if, in the opinion of the

management, such a diminution is other than temporary.

6. TAXATION:

Provision for income tax is estimated in accordance with the Income tax Act, 1961.

(B) NOTES FORMING PART OF ACCOUNTS:

(1) The company is in the business of securitisation and reconstruction under the Securitisation and Reconstruction of

Financial Assets and Enforcement of Security Interest Act, 2002 (SARFAESI). The company started this activity for the first

time in FY 2007-2008. In the previous year, the company has done recovery exclusively for its holding company – SICOM

Ltd.

(2) CONTINGENT LIABILITIES – NIL

(3) Additional information pursuant to para 3, 4C, and 4D of Part II of Schedule VI to the Companies Act, 1956 is not applicable.

(4) Amounts due to SSI Units are Nil.

(5) There are no transactions in Foreign Exchange.

(6) Previous year’s figures have been rearranged/regrouped whenever necessary.

(7) Basic earnings per share is computed by dividing net profit after tax by 40,80,000 equity shares of Rs.10 each. Since there

are no dilutive potential equity shares, the diluted earnings per share are the same as basic earnings per share.

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SICOM ARC Limited

(8) Disclosures required as per Accounting Standard 18 on “Related Party Disclosures”

Related Party Relationships

FY 2013-2014 FY 2012-2013

(i) Mr. V. B. Khardekar – Managing Director

Salary Paid Rs. 46,12,172 Rs.43,10,401

(ii) SICOM Ltd. (Holding Company)

Recovery Commission Received Rs.1,90,02,004 Rs. 2,96,95,420

Resolution Income Rs. 50,98,704 Rs. 2,02,00,000

Deposit Given Rs.13,39,36,156 Rs.13,99,16,358

(iii) SICOM Realty Private Ltd.

ICD Given Rs. 2,00,00,000 Rs.NIL

ICD taken Back Rs. 2,00,00,000 Rs.NIL

Interest Received Rs. 2,30,137 Rs.NIL

(9) Deferred Taxation:

Consequent to the Accounting Standard 22 “Accounting For Taxes on Income” issued by the Institute of Chartered

Accountants of India becoming Applicable to the Company from April 1,2002, taxes have been recognized in respect of the

following items of timing differences between accounting income and taxable income:

(C) ADDITIONAL INFORMATION PURSUANT TO PART IV OF SCHEDULE VI:

BALANCE-SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE.

(Rs. In Thousands)

I. Paid-up Capital Reserves & Surplus

40,800 2, 87,575

Secured Loans. Unsecured Loans.

Nil Nil

Application of Funds

Net Fixed Assets. Investments.

619.034 Nil

Net Current Assets. Misc. Expenditure.

3,52,870 Nil

Accumulated Losses.

Nil

II. Performance of company (amount in Rs.thousands):

Turnover Total Expenditure

47,362 23,565

Items of timing Accumulated Assets/ (Charge) / credit for Accumulated Assets/

differences (Liabilities) as at the year (Liabilities) as at

March 31, 2013 March 31, 2014

Depreciation (1,59,441) (2,470) (1,61,991)

130


SICOM ARC Limited

+ - Profit/Loss + - Profit/Loss

before Tax. after Tax,

23,797 19,552

Earning per share in Rs. Dividend rate %

4.79 NIL

Registration Details :

Registration No. State Code

U74999MH2001PLC191469 11

Balance Sheet Date : 31.3.2014

II. Capital raised during the year (amount in Lacs):

Public Issue Right Issue.

NIL NIL

Bonus Issue Private Placement.

NIL NIL

III. Position of mobilization and deployment of funds (amount in Rs. in thousands):

Total Liabilities. Total Assets.

4,24,806 4,24,806

Sources of Funds Reserves

IV. Generic names of three principal products/services of company (as per monetary terms).

Item Code No.

(ITC Code). : N.A.

Product description. :

Item Code No.

(ITC Code).

Product

description. : N.A.

Signatures to Schedules 1 to 18.

For & on behalf of the Board For Mandar Bhate & Co.


V. B. Khardekar Mahesh B. Gosavi (Mandar Bhate)

Managing Director Director Proprietor

Date : 28/05/2014

131


SICOM ARC Limited

Cash flow from Operating Activities 2013-14 2012-13

Net profit before taxation, and extra ordinary items 23,796,540 47,080,663Adjustments for:Depreciation 230,615 315,242Provision for Diminution in value of investments NIL NIL

Prior Period Item Adjusted -2,454Loss on sale of Car NIL NILInterest & Dividend Income -15,763,514 -15,532,899 -17,182,600 -16,869,812

Operating profit/(loss) before Working Capital Changes 8,263,641 30,210,851

AddDecrease in Short Term Loans & Advances 2,766,312 51,508,676Increase in Accounts Payable 3,344,337 2,116,311

2,402,6806,110,649 13,250,696

Less 69,278,363Decrease in Other Liabilities & Provisions -978,136Increase in Trade Receivables -12,703,571Increase in Other Assets -70,672,305 -84,354,012

-84,354,012-99,110,055

Net cash from Operating Activities -69,979,722 -99,110,055Less: Income Tax 379,159

Cash from Investing ActivitiesSale of Fixed Assets NILPurchase of Fixed Assets -72,500Net cash from investing activities -72,500 NIL

-20,050-20,050

Cash flows from Financing ActivitiesInterest Received 15,763,514 17,182,600Increase in Share Capital and Share Premium 25,276,999Net cash used in Financing Activities 41,040,513 41,040,513 NIL 17,182,600 17,182,600

Net Increase/(Decrease) in cash and cash equivalents -29,011,709 17,541,709

Cash and Cash Equivalents at the beginning of the period 103,150,171 85,608,462

Cash and Cash Equivalents at the end of the period 74,138,462 103,150,171

Note: Cash and Cash Equivalents is Cash and Bank Balances as per Balance Sheet







M. No. 109589

28/05/2014

132


SICOM ARC Limited

STDIRECTORS' REPORT FOR THE YEAR ENDED 31 MARCH 2014

FINANCIAL OVERVIEW

DIVIDEND

ECONOMY AND INDUSTRY

BUSINESS OVERVIEW

Dear Members,

Your Directors have pleasure in presenting the 7th Annual Report together with the Audited Statement of Account of your Company for the accounting year ended on 31st March 2014.

During the year under review, SRL earned Income of Rs 3.52 crs, Profit Before tax of Rs 1.97 crs and Profit after tax of Rs 1.34 crs as compared to Rs 4.83 crs of income, Rs 3.44 crs of profit before tax and Rs 2.27 crs of profit after tax during the previous year. As a result, EPS is now Rs 0.67 this year compared to Rs 1.14 previous year.

Key Indicators:

In the view of conserving capital for future growth your company has decided not to declare any dividend.

Global Economy

Despite improved global financial conditions, the world economy continues to expand at a subdued pace. After a marked downturn over the past two years , global economic activity has slowly gained momentum in the second half of 2013 and early 2014 on the back of accommodative monetary policies in developed and developing economies.

Indian Economy:

Looking at the overall global economy, the Indian economy looks in a stable position after addressing current account deficit issue. With the newly elected Central Government, India is expected to become more investment friendly. The World Bank has projected an economic growth rate of 5.7 per cent in FY 15 for India, due to factors such as competitive exchange rate and several significant investments going forward in key sectors.

Real Estate: Industry Review

Real estate in India is being recognized as important sector having capacity to drive the economic growth engine of the country. Growing infrastructure requirement in diverse sectors such as tourism, education, healthcare etc. are offering several investment opportunities for both domestic as well as foreign investors.

Total investment by private equity (PE) funds in the real estate sector from January–March 2014 was approximately Rs 28 billion (US$ 465.19 million). This is a substantial increase of 28 per cent compared to the previous quarter and close to 2.5 times the investments during January–March 2013.

Real estate contributes about 5 per cent to India’s GDP. The market size of this sector is expected to increase at a compound annual growth rate (CAGR) of 11.2 per cent during FY 2008–2020.

There is vast opportunity for the real estate sector to grow. Emergence of nuclear families and growing urbanization has given rise to several townships coming up in affordable housing segment. Further, growth in the number of tourists has resulted in demand for service apartments. With a pick up in economy, there will be a fresh demand coming from the end user in coming year who was postponing decision to purchase the house in last 3-4 years.

Your company after making equity investments in the projects, takes up Board seats in the project SPV in order to have close monitoring of the projects. This enables a great control on design, quality of construction and total fund management of the project. As of now we have three projects in our portfolio which will generate the Cashflows within 2 to 4 years for us. Since the total maturity of the portfolio is becoming too long we have now started examining the smaller projects which have a short project life cycle say one to two years with smaller investments. We have also started evaluating the projects with the fixed IRR over the project life cycle which will ultimately take care of our cashflows and downside risks.

Your Company is presently having stake in the projects where saleable area is in excess of 2 million sq ft., this includes following

Particulars FY 2013-14 (Rs in Lakhs) FY 2012-13 (Rs in Lakhs)

Total Revenue 352 483

Total Expenses 155 138

Profit before tax 197 344

Profit After Tax 134 227

Net worth 3482 3353

Earnings Per Share 0.67 1.14

th7 Annual Report 2013 -2014SICOM Realty Limited

133

project, MHADA Redevelopment Project at Kalyan, KRS Green City project at Shivmadka, Nagpur and Ramnath City project at Koradi road, Nagpur.

Advisory Business:

Company has been taking up the small advisory project in the space of Debt Syndication for the real estate companies. We have streamlined the processes in this space to enable the quick data processing and getting the final outcome within the desired turnaround time. Similarly Company has been active in the segment of land advisory wherein it provides its services to the clients looking out for suitable land parcels.

SRL is constantly evaluating new opportunities in both Fund Based as well as advisory business. SRL intends to further enhance its profits and Cash flows by materializing these opportunities

SRL has been receiving number of debt proposals with fixed returns; SRL intends to evaluate these proposals for the risk involved, on meeting certain risk criteria’s, based on funding arrangements SRL seeks to generate steady and pre-determined cash flows and Fixed Returns out of these proposals. We have initiated talks with the developers in the select locations where turnaround time is relatively quick.

Overall SRL views real estate sector as a neutral mode but with lot of opportunities in Fund Based and Advisory Based services. SRL will strategically take exposures in the other parts of Maharashtra and beyond Maharashtra resulting into the balancing of risks of the investment portfolio of SRL.

During the year under consideration there were no changes in the directorships; following is the current composition of the Board of Directors:

S.No. Name of the Director Designation

1 Shri Baldev Singh, IAS Chairman

2 Shri J P Gupta, IAS Director

3 Shri V.B. Khardekar Director

4 Shri M.B. Gosavi Managing Director and CEO

The Board of Directors comprises of 4 members of which 3 are Non-Executive Directors. During the year under review the Board met 4 times. The details of attendance at the meetings were as follows:

Sr.No Name of the Director Meetings held Meetings attended

1 Shri Baldev Harpal Singh, IAS 4 4

2 Shri J P Gupta,IAS 4 4

3 Shri V.B.Khardekar 4 4

4 Shri M.B.Gosavi 4 4

In terms of the provisions of Section 292A of the Companies Act, 1956, the Audit Committee comprises of the following Directors, as on the date of this report:


1 Shri J P Gupta, IAS 4 4

2 Shri V.B. Khardekar 4 4

3 Shri M.B. Gosavi 4 4

The Remuneration Committee comprises of the following Directors, as on the date of this report:


1 Shri Baldev Singh, IAS - -

2 Shri J P Gupta, IAS - -

3 Shri V.B. Khardekar - -

FUTURE OUTLOOK

BOARD OF DIRECTORS

CORPORATE GOVERNANCE

AUDIT COMMITTEE

REMUNERATION COMMITTEE


134

DIRECTORS RESPONSIBILITY STATEMENT

AUDITORS

CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTFLOW

EMPLOYEES:

DEPOSITS:

ACKNOWLEDGEMENTS:

Pursuant to the requirements of Section 217(2AA) of the Companies Act 1956, with regard to Directors’ Responsibility Statement, it is hereby confirmed that:

1. In the preparation of annual accounts, the applicable accounting standards have been followed along with proper explanation.

2. 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 a true and fair view of the state of affairs of the Company for the period ended on 31.03.2014 and of the profit or loss of the Company for that period.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities to the best of their knowledge and ability.

4. The Directors have prepared the annual accounts on a going concern basis.

M/s Mandar Bhate & Co, Chartered Accountants, who being the Statutory Auditors of the Company holds the office till the conclusion of the forthcoming Annual General Meeting.

Pursuant to the provisions of section 139 of the Companies Act, 2013 and Rules framed thereunder, it is proposed to appoint M/s Bhate & Daniel, Chartered Accountants, Thane (Firm registration No.125634W) as the Statutory Auditors of the Company for the term of 5 years from the conclusion of the forthcoming Annual General Meeting till the conclusion of 12th Annual General Meeting to be held in the year 2019, subject to ratification of their appointment at every Annual General Meeting.

Information in accordance with section 217(1)(e) of the Companies Act 1956 read with the Companies (Disclosure of Particulars in the Reports of the Board of Directors) Rules, 1988 are as follows:

Conservation of Energy

The Company is undertaking all the necessary steps in energy conservation

Absorption of Technology

The Company is undertaking adequate steps in technology up gradation and to enhance the usage of advanced technology for its products and activities.

Foreign Exchange Earning and Outflow

Foreign Exchange Earnings during the Year : NIL

Expenditure in Foreign Currency : NIL

There are no employees in the Company whose remuneration exceeds the provisions as stated in Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 (amended till date).

The Company has not accepted any loans from Public in contravention of Section 58A of the Companies Act 1956 and rules framed under the Companies (Acceptance of Deposits) Rules 1975.

Your company expresses its sincere thanks to SICOM Ltd. and its Board for supporting the company in its operations. Your Directors also place on the record their sincere appreciation of the dedicated services of the employees of the company.

Place: Mumbai Shri Baldev Harpal SinghthDate: 27 June, 2014 (Chairman)


135

Auditors' Report to the Members Of SICOM REALTY LIMITED

For the year ended 31st March 2014

To,The Members of SICOM REALTY Limited,

1. We have audited the attached Balance Sheet of SICOM REALTY Limited, as at March 31, 2014 the Profit & Loss Account of the

year ended on that date annexed thereto. These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on these financial statements based on our audit.

2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require that we

plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material

misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial

statements. An audit also includes assessing the accounting principles used and significant estimates made by management,

as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our

opinion.

3. As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government of India in terms of section

227(4A) of the Companies Act, 1956, we annex hereto a statement on the matters specified in paragraphs 4 and 5 of the said

order.

4. Further to our comments in the Annexure referred to above , we report that:

a) We have obtained all the information and explanations which to the best of our Knowledge and belief were necessary for

the purpose of our audit.

b) In our opinion, proper books of account as required by law, have been kept by the Company so far as appears from our

examination of such books.

c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books of account.

d) In our opinion, the Balance Sheet and the Profit and Loss Account dealt with by this comply with the Accounting

Standards referred to in sub-section (3c) of section 211 of the companies Act, 1956.

e) The Company has duly complied with the Accounting standards referred to in Section 211 (3C) of the Company Act,

1956.

f) In our opinion and to the best of our information and according to the explanations given to us, the said accounts read

with the notes thereon, give the information required by the Companies Act, 1956, in the manner so required and give a

true and fair view in conformity with the accounting principles generally accepted in India:

i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

ii) in the case of the Profit and Loss Account , of the profit of the Company for the year ended on that date;

iii) in the case of the Cash Flow Statement, of the flow of cash and cash equivalents for the year ended on that date.

5. On the basis of the written representations received from the Directors as on March 31, 2014 and taken on record by the Board

of Directors, we report that none of the Directors is disqualified as on March 31, 2014, from being appointed as a Director in

terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For and behalf of

MANDAR BHATE & CO.

Chartered Accountants.

Place : Thane Proprietor

Date : 20/06/2014 M. No. 109589


136

ANNEXURE TO THE AUDITOR'S REPORT

As required by the Companies (Auditor's Report) Order, 2003, issued by the Central Government in terms of section 227 (4A) of the

Companies Act, 1956, we further report that:

1. In respect of its Fixed Assets:

a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed

assets.

b) The major assets have been physically verified by the management on a sample basis during the year and in our

opinion, the frequency of verification is reasonable. No material discrepancies were noticed on such verification.

c) There was no substantial disposal of fixed assets during the year.

2. In respect of its Inventories:

a) As explained to us, the inventories were physically verified by the management at reasonable intervals during the

period.

b) In our opinion, and according to the information and explanations given to us, the procedure of physical verification of

inventories followed by the management is reasonable and adequate in relation to the size of the company and the

nature of the business.

c) In our opinion, and according to the information and explanations given to us, the Company has maintained proper

records of its inventories and the discrepancies noticed on such physical verification between physical stock and book

records were not material and have been adequately dealt with in the books of accounts.

3. The Company has taken an ICD of Rs.2,00,00,000/- from its sister concern SICOM ARC Ltd. which it repaid during the year. It

has paid an interest of Rs. 2,30,137/- thereon during the year. It has also taken an ICD of Rs. 14,25,00,000/- from its Holding

Company SICOM Ltd. on which it has paid an interest of Rs. 21,18,391/- during the year. It has also given an ICD amounting to

Rs. 8,14,49,874/- to Ramnath Realty Private Limited in which it holds 43% stake. The above transactions are in compliance

with section 301 of the Companies Act, 1956.

4. In our opinion and according to the information and explanations given to us, there are adequate internal control procedures

commensurate with the size of the Company and the nature of its business, for the purchases of land, computers and other

equipment and for the sale of land and services. During the course of our audit, no major weakness has been noticed in the

internal controls.

5. Transactions that need to be entered in the register maintained under section 301 of the Companies Act, 1956:

a) Based upon the audit procedures applied by us and according to the information and explanations given to us, we are of

the opinion that the transactions that need to be entered into the register maintained under section 301 of the Companies

Act, 1956, have been so entered.

b) In our opinion and according to the information and explanations given to us, such transactions exceeding the value of

Rs. 500,000 in respect of any party during the year, have been made at prices which are reasonable having regard to the

prevailing market prices at the relevant time.

6. The Company has not accepted any deposits from the public within the meaning of section 58A of the Companies Act, 1956

and the rules framed thereunder.

7. In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its

business.


137

8. According to the information and explanations given to us, the maintenance of cost records has not been prescribed by the

Central Government under section 209(1)(d) of the Companies Act, 1956, for any of the activities of the Company.

9. Statutory Duesa) According to the information and explanation given to us, the company is regular in depositing undisputed statutory dues

pertaining to investor Education and Protection Fund, Income-tax, Sales-tax, Wealth Tax, Custom Duty, Cess and any

other statutory dues with the appropriate authorities. We have been informed that there are no dues which have

remained outstanding as at the end of the financial year, for a period of more than six months from the date they become

payable. We are informed that the provisions of the Employees Provident Fund Act, 1952 and the Employees' State

Insurance Act, 1948, are not applicable to the Company.b) There are no disputed amounts of statutory dues which have not been deposited with the concerned authorities.

10. The Company does not have accumulated losses as at the end or the financial year and it has not incurred cash losses in the

current financial year and not in the immediately preceding financial year.

11. According to the records of the Company, there has been no default in repayment of dues to a financial institution or bank.

12. According to the information and explanations given to us, and based on the documents and records produced before us, the

Company has not granted any loans or advances on the basis of security by way of pledge of shares, debentures or other

securities.

13. According to the information and explanations given to us, the Company does not deal or trade in shares, securities, or

debentures. Proper records have been maintained of the transactions and contracts in respect of the investments made by the

company. The investments are held by the company on its own name.

14. According to the information and explanations given to us, the company has not given any guarantee for loans taken by others

from banks or financial institutions.

15. According to the information and explanations given to us and the cash flow statement and other records examined by us, the

Company has not used funds raised on long term basis for short term investment. The Company has not raised any short term

funds.

16. The Company has not made any preferential allotment of shares to any parties or companies covered in the register maintained

under section 301 of the Companies Act, 1956.

17. Based upon the audit procedures performed by us , to the best of our knowledge and belief and according to the information and

explanations given to us, we have neither come across any fraud on, or by the company , noticed or reported during the year,

nor have we been informed of such case by the management.

18. None of the other matters specified in the Companies (Auditor's Report) Order , 2003, are applicable to the Company .

Consequently, we have not included these matters in this report.

For and on behalf of

MANDAR BHATE & CO.

CHARTERED ACCOUNTANTS

Mandar Bhate

Proprietor

Date :

M.NO.109589

20/06/2014


138

Balance Sheet as at March 31, 2014

Particulars Note No. As at 31st As at 31stMarch 2014 March 2013

Rs. Rs.I. EQUITY AND LIABILITIES


(a) Share Capital 1 200000000 200000000

(b) Reserves and Surplus 2 148232067 135313555

(2) Share application money pending allotment - -

(3) Non-Current Liabilities

(a) Deferred tax liabilities (Net) - -


(a) Short-term borrowings 3 142500000 -

(b) Trade payables 4 366784 151792

(c) Other current liabilities 5 90738189 91472384

(d) Short-term provisions 6 18180000 18628000

Total 600017039 445565731

II. Assets

(1) Non-current assets

(a) Fixed assets

(i) Tangible assets 7 4566056 5615240

(ii) Intangible assets - -

(iii) Capital work-in-progress - -

(iv) Intangible assets under development - -

(b) Non-current investments 8 230588175 230436062

(c) Deferred tax assets (net) 9 213620 37096

(d) Long term loans and advances 10 79842860 53135360

(e) Other non-current assets 11 15486710 13191419

(2) Current assets

(a) Current investments 12 - 76999800

(b) Inventories 13 39665028 39650028

(c) Trade receivables 14 8307801 427258

(d) Cash and cash equivalents 15 114457348 584626

(e) Short-term loans and advances 16 106487441 25045952

(f) Other current assets 17 402000 442890

Total 600017039 445565731

Notes Forming part of AccountsAs per our report of even date attached For & on behalf of Board of DirectorsFor MANDAR BHATE & CO. For SICOM Realty LimitedChartered Accountants

MANDAR BHATE M. B. Gosavi V. B. KhardekarPROPRIETOR Director DirectorMembership No. 109589

Place: MumbaiDate :


139

Profit and Loss Statement for the year ended March 31, 2014

Particulars Note No. For the year For the yearended 31st ended 31stMarch 2014 March 2013

Rs. Rs.

I. Revenue from operations 18 8270500 29503112

II. Other Income 19 26947437 18763248

III. Total Revenue (I +II) 35217937 48266360

IV. Expenses:

Cost of materials consumed

Purchase of Stock-in-Trade 20 15000 -

Changes in inventories of finished goods, work-in-progressand Stock-in-Trade 21 (15000) -

Employee benefit expense 22 6165998 5308737

Financial costs 23 2467706 3461970

Depreciation and amortization expense 24 1089325 527339

Other expenses 25 5820188 4547692

Total Expenses 15543217 13845738

V. Profit before exceptional and extraordinary items and tax (III - IV) 19674720 34420622

VI. Exceptional Items - -

VII. Profit before extraordinary items and tax (V - VI) 19674720 34420622

VIII. Extraordinary Items - -

IX. Profit before tax (VII - VIII) 19674720 34420622

X. Tax Expense:

(1) Current tax 6460000 11720000

(2) Deferred tax (176524) (40393)

XI. Profit(Loss) from the period from continuing operations (IX - X) 13391244 22741015

XII. Profit/(Loss) from discontinuing operations - -

XIII. Tax expense of discounting operations - -

XIV. Profit/(Loss) from Discontinuing operations (XII - XIII) - -

XV. Profit/(Loss) for the period (XI + XIV) 13391244 22741015

XVI. Excess/Short Provision for Previous Years

(i) Income Tax Excess (14501) -

(ii) Income Tax Short 487233 -

XVII. Balance bought forward from last Balance sheet 65285555 42544540

XVIII. Balance brought forward to Balance Sheet 78204067 65285555

XIX. Earning per equity share:

(1) Basic 0.67 1.14

(2) Diluted - -

Notes Forming part of AccountsAs per our report of even date attached For & on behalf of Board of DirectorsFor MANDAR BHATE & CO. For SICOM Realty LimitedChartered Accountants

MANDAR BHATE M. B. Gosavi V. B. KhardekarPROPRIETOR Director DirectorMembership No. 109589

Place: MumbaiDate :


140

Schedules forming part of the accounts for the year ended March 31, 2014

2013-14 2012-13

Schedule 1 : Rs. Rs.

Shareholders' Fund

Authorised share capital

2,00,00,000 equity shares of Rs. 10 each 200000000 200000000

Issued, Subscribed & Paid Up Share Capital

2,00,00,000 equity shares of Rs.10 each fully paid up 200000000 200000000

Share Holding Pattern and details

Shareholder % of Holding No of shares

SICOM Limited 99.99 1,99,99,940

200000000 200000000

Schedule 2 :

Reserves & Surplus

Securities Premium 70000000 70000000

Profit & Loss Account 78232067 65313555

148232067 135313555

Schedule 3:

Short Term Borrowings

SICOM Ltd. - ICD 142500000 -

142500000 -

Schedule 4 :

Trade Payables

Trade Payables 366784 151792

366784 151792

Schedule 5:

Other Current Liabilities

Advance Received for Land 40700000 40700000

Interst free advance received from RDPL 47500000 47500000

Interest received in advance 1020690 3201370

Statutory Liabilities 1517499 71014

90738189 91472384

Schedule 6 :

Short Term Provisions

Provision for Taxation F.Y. 2009 - 2010 - 3387000

- Income tax


- Income tax


- Income tax -

Provision for Taxation F.Y. 2012 - 2013 11720000 11720000

- Income tax

Provision for Taxation F.Y. 2013 - 2014 6460000 -

- Income tax

18180000 18628000


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142

Schedule forming part of the accounts for the year ended March 31, 2014.

2013-14 2012-13

Schedule 8 : Rs. Rs.

Non Current Investment

Capital Contribution to KRS Realty LLP 43000 43000

Equity Shares of Ramnath Realty Pvt Ltd 180545175 180393062

Share Subscription 50000000 50000000

230588175 230436062

Schedule 9 :

Deferred Tax Assets

Deferred Tax Asset 213620 37096

213620 37096

Schedule 10 :

Long Term Loans & Advances

(A)To Related Parties

Ramnath Developers Pvt Ltd - ICD Given 25000000 25000000

(B) To Others

IPSEL Venture- Advance for Goregaon Project - 1000000

Advance for Land at Nashik 23000000 23000000

Advance for Shivmadka Land Project 6635360 4135360

M.Ahuja Project India Pvt.Ltd. - ICD Given 25207500 -

79842860 53135360

Schedule 11 :

Other Non Current Assets

Advance Tax/TDS For FY 2009 - 2010 - 3372499



Advance Tax/TDS For FY 2012 - 2013 3508586 3508586

Advance Tax/TDS For FY 2013 - 2014 3777757 -

Income Tax FY 2012 - 2013 8200367 -

15486710 13191419

Schedule 12:

Current Investment

Investment in mutual funds

ICICI Prudential Ultra Short Term MF - 76999800

- 76999800

Schedule 13 :

Inventories

Closing Stock 39665028 39650028

39665028 39650028

Schedule 14 :

Trade Receivables

Sundry Debtors - outstanding for less than 6 months

(Considered Good) 8307801 427258

8307801 427258


143

2013-14 2012-13

Rs. Rs.

Schedule 15:

Cash & Cash Equivalents

CASH & BANK BALANCES

Cash in Hand 25550 2511

Balance in Current Account with:

Central Bank of India 114408454 558771

Indusind Bank 23344 114457348 23344 584626

114457348 584626

Schedule 16:

Short Term Loans & Advances

(A) To Related Parties

KRS Realty LLP- ICD Given - 25000000

Ramnath Realty Pvt.Ltd. - ICD Given 81449874 -

(B) Others

Ramnath Enterprises Pvt.Ltd. - ICD Given 20000000 -

Ramnath Lifespace Pvt.Ltd. - ICD Given 5000000 -

Advance given for VIPL work 37567 45952

106487441 25045952

Schedule 17:

Other Current Assets

Security Deposits 300000 300000

Prepaid Software Expenses - 6890

Miscellaneous Expenses 102000 136000

402000 442890

Schedule 18:

Revenue from Operations

Processing Fees 5625000 3600000

Advisory Fees 2645500 -

Profit on Sale of Land - 25903112

Total 8270500 29503112

Schedule 19:Other Income

Interest on ICD 25518258 15515794

Interest on Advance given to KRS Realty LLP - 25125

Profit on Sale of Mutual Fund 292879 3214982

Dividend on Mutual Fund 862660 -

Interest on Income Tax Refund 273636 -

Miscellneous Income 4

Total 26947437 18763248

Schedule 20 :

Purchases

Purchase 15000 -

Total 15000 -


144

2013-14 2012-13

Rs. Rs.

Schedule 21:Changes in inventories

Opening Stock 39650028 39650028

Less: Closing Stock 39665028 39650028

Total (15000) -

Schedule 22:Employee benefit Expenses

Salary 5996386 5074056

Staff welfare 169612 234681

Total 6165998 5308737

Schedule 23 : Financial Costs

Interest on ICD 2467706 3461970

Total 2467706 3461970

Schedule 24 :

Depreciation & Amortised cost

Depreciation 1089325 527339

Total 1089325 527339

Schedule 25:

Other Expenses

Office Rent 3510000 2340000

House Rent 485400 364050

Electricity Charges 179140 44705

Travelling Expenses 84943 45493

Conveyance 114893 107442

Payment to auditors-

- Audit Fees 35000 35000

- Tax Audit Fees 20000 20000

Director Sitting Fees 150000 157500

Legal & Professional Charges 104984 241617

Profession Tax 2500 2500

Interest on TDS & Service Tax 6465 12953

Printing & Stationery 39062 45438

Postage & Telephone Expenses 120957 74735

Bank Charges 4502 3005

ROC Expenses 4000 9010

Vehicle Expenses 304229 342618

Car Servicing & Insurance Expenses 34318 9591

Land Maintenance Expenses 0 23500

Software & Website Expenses 48890 8885

Preliminary Expenses written off 34000 34000

Other Miscellaneous Expenses 536905 625650

Total 5820188 4547692


145

Cash flow from Operating Activities 2013-14 2012-13

Net profit before taxation, and extra ordinary items 19674720 34420622Adjustments for:Depreciation 1089325 527340Preliminary Expenses written off 34000Profit on sale of Investment (292879) (3214982)Excess provsion written back 28000 Interest and Dividend Income (26654554) (15515794)

(25824108) (18175436)Less:Income Tax PaidOperating profit/(loss) before Working Capital Changes (6149388) 16245186Less:Decrease in Other Current Liabilities (734196)Increase in Inventories (15000)Increase in Trade Receivables (7880543)Increase in Short Term Loans and Advances (81441489)Decrease In short term provisions (54590649)Increase in Other non Current Assets (9710022) (3508587)Increase in non current investments (152113) (180436062)Decrease in accounts payable (3455076)Decrease in Long Term Loans & Advances 212622365Decrease in short term borrowings (99933363) (35000000) (64368009)

(106082751) (106082751) (48122823) (48122823)

Add:Increase in Short Term Borrowings 142500000Increase in Trade Payables 214992Decrease in Other Current Assets 40890Decrease in current investments 2920246Decrease in Accounts Receivable 73661792 Net cash from Operating Activities 142755882 36673131 76582038 76582038Cash from Investing ActivitiesProfit/loss from trading in DerivativesPurchase of Investment (76999800)Profit on Redemption of Mutual Fund 292879 3214982Interest and Dividend Income 26654554 15515794Redemption of Mutual Fund Investment 76999800 4912642 Purchase of Fixed Assets (40140) (5618605)Net cash from investing activities 103907093 103907093 (58974987) (58974987)Cash flows from Financing ActivitiesAdvance for Land at Shivmadka (2500000)Advance Repaid by IPSEL Ventures 1000000 ICD Given To M Ahuja Project (25207500)Net cash used in Financing Activities (26707500) (26707500) 0 0Net Increase/(Decrease) in cash and cash equivalents 113872724 (30515772)Cash and Cash Equivalents at the beginning of the period 584624 31100396Cash and Cash Equivalents at the end of the period 114457348 584624

As per our report of even date attached For & on behalf of Board of DirectorsFor MANDAR BHATE & CO. For SICOM Realty LimitedChartered Accountants

MANDAR BHATE M. B. Gosavi V. B. KhardekarPROPRIETOR Director DirectorM. No. 109589

Place: MumbaiDate :


146

S C H E D U L E –8

NOTES ATTACHED TO AND FORMING PART OF THE ACCOUNTS FOR THE YEAR ENDED 31ST MARCH 2014.

(A) SIGNIFICANT ACCOUNTING POLICIES:

1. BASIS OF PREPARATION OF FINANCIAL STATEMENTS:

The financial statements are prepared on the historical cost basis in accordance with the generally accepted accounting

principles and the accounting statements referred to in Section 211(3C) of the Companies Act, 1956.

2. INVESTMENTS:

Long Term Investments are stated at cost. Current Investments are being shown at Cost or Net Realisable Value

whichever is lower. Provision for diminution in the value of long term investment is only if, in the opinion of the

management, such a diminution is other than temperory.

3. FIXED ASSETS:

(a) Fixed assets are capitalised at cost inclusive of installation expenses.

(b) Depreciation on fixed assets is provided on Written Down Value Method at the rates prescribed under Schedule XIV

of the Companies Act 1956.on pro-rata basis.


Revenue Incomes and Costs/expenditure are generally accounted as they are earned or incurred. Company is engaged in

real estate development. Company is maintaining accounts related to Real Estate Business on percentile project

completion method. Therefore, all revenue income and costs related to real estate development are generally accounted

as and when project is complete.

5. TAXATION:

Provision for income tax is estimated in accordance with the Income tax Act, 1961.

(B) NOTES FORMING PART OF ACCOUNTS:

(1) Previous years figures have been regrouped or re-exchanged wherever necessary.

(2) CONTINGENT LIABILITIES – NIL

(3) Additional information pursuant to para 3, 4C, and 4D of Part II of Schedule VI to the Companies Act, 1956 is not

applicable.

(4) Amounts due to SSI Units is Nil.

(5) There are no transactions in Foreign Exchange.

(6) Basic earnings per share is computed by dividing net profit after tax by 2,00,00,000 equity shares of Rs.10 each. Since

there are no dilutive potential equity shares, the diluted earnings per share is the same as basic earnings per share.

(7) Deferred Taxation:

Consequent to the Accounting Standard 22 “Accounting For Taxes on Income” issued by the Institute of Chartered

Accountants of India becoming Applicable to the Company from April 1,2002, taxes have been recognized in respect of the

following items of timing differences between accounting income and taxable income:


147

Items of timing Accumulated Assets/ (Charge) / credit for Accumulated Assets/

differences (Liabilities) as at the year (Liabilities) as at

March 31, 2013 March 31, 2014

Depreciation 37096 176524 213620

Total 37096 176524 213620

(8) Disclosures required as per Accounting Standard 18 on “Related Party Disclosures”

Related Party Relationships

FY 2013-2014 FY 2012-2013

(i) Mr. M.B.Gosavi – Managing Director

Salary Paid Rs.3283350 Rs.3281722

(ii) SICOM ltd. (Holding Company)

ICD Taken from SICOM Rs. 142500000 Rs. Nil

ICD Repaid to SICOM Rs. Nil Rs.35000000

Advance for Land

Repaid Rs.Nil Rs.Nil

Deep Discount Bonds Repaid Rs.Nil Rs.Nil

Interest on ICD paid Rs. 2118391 Rs.3461970

Premium on Deep Discount Bonds

Issued to SICOM Ltd. Rs.Nil Rs.NIL

Expenses reimbursed Rs.3943836 Rs.2629224

(iii) SICOM ARC LTD.

ICD Taken Rs.20000000 Rs.Nil

ICD Given Back Rs.20000000 Rs.Nil

Interest Paid Rs.230137 Rs.Nil

(iv) Share Application money received Rs.Nil Rs.Nil

(v) ICD Given to KRS Realty LLP Rs. 25000000 Rs.25000000

(vi) ICD Repaid by KRS Realty LLP

(The said ICD was taken over by

Ramnath Realty Pvt Ltd) Rs.50000000 Rs.Nil

(vii) ICD Given to Ramnath Realty Rs.81449874 Rs.Nil

(9) In pursuant to the Resolution passed by the Board of Directors of the company in their meeting held on March 31, 2008 for acquiring lands in the name of Director / employees of the company, till date the lands has been acquired in the name of Managing Director.

(C) ADDITIONAL INFORMATION PURSUANT TO PART IV OF SCHEDULE VI:

BALANCE-SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE.

I. Registration Details :

Registration No. State Code

U70102MH2007PTC172215 11

Balance Sheet Date : 31.3.2014

II. Capital raised during the year (amount in Lacs):

Public Issue Right Issue.

Nil Nil

Bonus Issue Private Placement.

Nil Nil


148

For and on behalf of the BoardFor MANDAR BHATE & CO.Chartered Accountants

M. B. Gosavi V. B. Khardekar MANDAR BHATE Director Director PROPRIETOR

Place: MumbaiDate: 20/06/2014

III. Position of mobilization and deployment of funds (amount in Rs. In thousands):

Total Liabilities. Total Assets.6,00,017 6,00,017 Liabilities Shareholder’s Funds Reserves and Surplus.Paid-up Capital2,00,000 1,48,232 Share Application Money Other Current LiabilitiesPending Allotment

Nil 90,738Short Term Provisions Trade Payables18,180 366Long Term Borrowings. Short Term Borrowings.Nil 1,42,500

Assets Non Current Assets Net Fixed Assets. Non Current Investments4,566 2,30,588Long Term Loans & Advances Other Non Current Assets79,843 15,487 Current AssetsCurrent Investments. Inventories Nil 39,665Trade Receivables Cash & Cash Equivalents8,308 1,14,457Short Term Loans & Advances Other Current Assets1,06,487 402

IV. Performance of company (amount in Rs. in thousands) :Revenue From Operations Changes in Inventories8,270 (15)Other Income (incl.from Treasury operations) Total Expenditure26,947 15,543+ - Profit/Loss + - Profit/Loss before Exceptional & Extraordinary before Taxitems & Tax. 19,675 19,675Profit/Loss From Continuing Operations13,391 Earning per share in Rs. Dividend rate %Rs.0.67 Nil

V. Generic names of three principal products/services of company (as per monetary terms).Item Code No. (ITC Code). : N.A. Product description. : Item Code No. (ITC Code). Product description. : N.A.


149

SICOM LIMITED

PROXY FORM

th7 Floor, Building No. 4, Solitaire Corporate Park, Guru Hargovindji Road,

Chakala, Andheri (East), Mumbai - 400 093.

CIN:U65990MH1966PLC013459, Website:www.sicomindia.com, e-mail: [email protected]

Folio No./Client id ……….....……….

(To be filled in by the Shareholders)

I / We ………………………...........…………………….of ………...…………………..being a member / members of

SICOM Limited hereby appoint………………..….......…....……….of ……............….…....……………or failing him

____________________ of ________________________ as my / our proxy and vote for me / us and on my / our behalf that the 48 Annual General Meeting of the Company to be held on

adjournment thereof.

Signed this …………………day of ………….2014

Name ……………………..….……………………..

Address………………………..……………………

…………………………………....…………………

…………………………………….....……………… Signature…………….....………..............

Note: The proxy form must be returned so as to reach the Registered Office of the Company not less than 48 hours

before the time for holding the aforesaid meeting. A proxy need not be a member of the Company.

CHANGE OF ADDRESS

To,

Intime Spectrum Registry Limited

C-13, Pannalal Silk Mills Compound,

L.B.S. Marg, Bhandup (W),

Mumbai 400 078

Dear Sirs,

Ref: SICOM LimitedSub.: Folio No. .........................

Kindly take on record my / our new address for your future communication.

Name and Address …………………………………………………….

…………………………………………………….

……………………….Pin Code………………….

th 30 September, 2014, at 3.00 pm at 7 Floor, Building

No. 4,

th

Solitaire Corporate Park Guru Hargovindji Road, Chakala, Andheri (East), Mumbai - 400 093 and at any

__________________________

Signature of Shareholder

AffixRs. 1

RevenueStamp

Documents

Sicom ANNUAL REPORT cover-14-psicomindia.com/images/pdf/ar2014.pdf · C-13, Pannalal Silk Mills Compound, L.B.S. Marg, Bhandup (W), Mumbai - 400 078 Smt. 2 48th Annual Report 2013-2014