Siel Financial Services Ltd Directors Report

PERFORMANCE REVIEW

During the year under review your Company had net loss of Rs. Rs. 0.729 Lacs as against Rs.42.92 Lacs in the previous year

EXPENSES

The total expenditure for the FY 2022-23 amounted to Rs. 38.45 Lacs as against expenditure of Rs. 45.23 Lacs during last fiscal.

FINANCIAL RESULTS

The Company has incurred a net loss of Rs. 0.729 Lacs during the year under review.

DIVIDEND

In view of the losses incurred during the year, your Directors expressed their inability to recommend any dividend. TRANSFER TO RESERVES

The Company has not transferred any amount to the Reserve for the financial year ended March 31, 2023.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the financial year ended March 31, 2023.

MATERIAL CHANGES AND COMMITMENTS

No material changes or commitments have occurred between the end of the financial period to which the financial statements relate and the date of this report, affecting the financial position of the company. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint venture or Associate Company. Therefore, disclosure in form AOC-1 is not applicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Parmeet Singh Sood, who retires by rotation at this meeting and being eligible has offered herself for re-appointment. The Board recommends the re-appointment of Mr. Parmeet Singh Sood as Director liable to retire by rotation. During the financial year 2022-23, Mr. Diljeet Singh Narang, resigned as Independent Director W.e.f. July 04, 2022 and Mr. Sudeep Saxena, resigned as the Independent Director w.e.f. August 03, 2022 from the Company. The Board places on record deep appreciation for guidance and support provided by Mr. Diljeet Singh Narang and Mr. Sudeep Saxena during their tenure with the Company.

Board has, on the recommendation of Nomination and Remuneration Committee, appointed Mr. Abhishek Suresh Kyal (DIN: 08184639) and Mrs. Hansa Mehta (DIN: 08185631) as the Additional Non-Executive Independent Director of the company w.e.f. August 14, 2022 subject to the approval of the shareholders. Shareholders have approved the appointment of Mr. Abhishek Suresh Kyal and Mrs. Hansa Mehta as the Non-Executive Independent Director of the Company, in the last AGM held on 25^th September, 2022. Ms. Jyoti, Company Secretary and Compliance Office also resigned from the company w.e.f. August 31, 2022 and Mrs. Ritu Atri has been appointed as Company Secretary and Compliance Office of the company w.e.f September 01, 2022.

In the financial year 2023-24, Mr. Abhishek Suresh Kyal, resigned as Independent Director W.e.f. May 16, 2023 and Mrs. Hansa Mehta, resigned as the Independent Director w.e.f. May 17, 2023 from the Company. The Board places on record deep appreciation for guidance and support provided by Mr. Diljeet Singh Narang and Mr. Sudeep Saxena during their tenure with the Company.

Board has, on the recommendation of Nomination and Remuneration Committee, appointed Mr. Bidhyadhar Sharma (DIN: 10165644) and Mrs Ankita Bhargava (DIN: 10169819) as the Additional Non-Executive Independent Director of the company w.e.f. May 20, 2023 subject to the approval of the shareholders. The Committee of the Board has reconstituted and details are given in Corporate Governance Report.

At Present the Board of Directors of the Company comprise of the following:

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy applies to Directors and senior management personnel. The policy is approved by the Nomination and Remuneration Committee and the Board. The policy is available on the companys website and web link for the same is http://sielfinancial.com/wp-content/uploads/2023/09/Nomination-Remuneration-Policy.pdf

The policy is designed to attract, motivate and retain manpower by creating congenial work environment and inculcating a sense of belonging, besides offering appropriate remuneration package and superannuation benefits. The appointment and remuneration of Executive Directors is based on merit and seniority of person. Non- Executive Directors are paid sitting fee in accordance with the Companies Act, 2013.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The company have not transferred any dividend to IEPF

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors (IDs) have given declarations u/s 149(6) of the Act and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, confirming that they meet the criteria of independence as laid down under the said Section/ Regulation. The Directors of the Company have also confirmed that they were not disqualified to be appointed as Directors as per Section 164(2) of the Companies Act, 2013 and they have not been debarred by SEBI to hold an office of Director.

PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS

The performance evaluation criteria for Independent Directors were such as qualification, experience, knowledge, competency, availability, attendance, commitment, contribution of the individual directors to the Board and Committee meetings and fulfillment of independence criteria by them and their independence from the management. The performance evaluation of Independent Directors was done by the entire Board of Directors and in the revaluation the directors who are subject to evaluation had not participated

BOARD/DIRECTORS EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (“SEBI Listing Regulations”). The performance of the Board and Committees thereof was evaluated on the basis of the criteria such as the composition and structure, effectiveness of processes, information, involvement of the Members and functioning etc. The Board reviewed the performance of the individual Directors on the basis of the criteria such as the contribution of the individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive discussion and inputs in meetings, etc. In a separate meeting of Independent Directors, the performance of Non-Independent Directors, the performance of the Board as a whole was evaluated. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The review concluded by affirming that the Board as a whole, the Committees of the Board as well as all of its Members, individually, continued to display commitment to good governance, ensuring a constant improvement of processes and procedures. It was further acknowledged that every individual Member of the Board and the Committee thereof contribute its best in the overall growth of the organization.

MEETINGS OF THE BOARD

During the financial year ended March 31, 2023, four Board meetings were held on following dates:

The Board of Directors duly met 04 (Four) times on the above dates during the financial year 2022-23. The intervening gap between any two meetings was within the period prescribed under the provisions of section 173 of the Companies Act, 2013 and the SEBI (LODR), Regulations, 2015. All statutory and other important items/ information were placed before the Board for approval/review.

AUDITORS AND THEIR REPORT a) STATUTORY AUDITORS

Pursuant to the Section 139 of the Companies Act, 2013, appointment of the Statutory Auditors M/s. S S Kothari Mehta & Co., Chartered Accountants (ICAI Firm Registration No: 000756N) was made by the members of the Company in its 28th Annual General Meeting (AGM) held on 27.09.2019 for a period of 5 years till the conclusion of 33rd Annual General Meeting of the Company on the recommendation of the Audit Committee and the Board of Directors. The observations of Auditors in their report with the relevant notes to accounts are self-explanatory and therefore do not require further explanation. b) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. Amit R. Dadheech & Associates (firm), Mumbai, as Company Secretaries in Practice (CP No. 8952), to undertake the Secretarial Audit of the Company for the year 2022-23. The Secretarial Audit Report for the financial year ended 31st March, 2023 is attached as Annexure - 1 of this Boards Report.

FIXED DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from its member and public during the Financial Year.

AUDIT COMMITTEE

As on 31^st March, 2023, Audit Committee comprised of Mr. Abhishek Kyal as Chairman and Mr. Amit Kumar and Mrs. Hansa Mehta as members. In the financial year 2023-24, Mr. Abhishek Kyal, resigned as Independent Director W.e.f. May 16, 2023 and Mrs. Hansa Mehta, resigned as the Independent Director w.e.f. May 17, 2023 from the Company. Mr. Amit Kumar has been inducted as Chairman and Mr. Bidhyadhar Sharma and Mrs. Ankita Bhargava has been inducted as members of the committee. MR. Parmeet Singh Sood, Managing Director of the company has been also inducted as member of the committee.

The details of terms of reference of the Audit Committee, member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Rules made there under, the Board has constituted a Nomination & Remuneration Committee. As on 31^st March, 2023, Nomination and Remuneration Committee comprised of Mr. Abhishek Kyal as Chairman and Mr. Amit Kumar and Mrs. Hansa Mehta as members. In the financial year 2023-24, Mr. Abhishek Kyal, resigned as Independent Director W.e.f. May 16, 2023 and Mrs. Hansa Mehta, resigned as the Independent Director w.e.f. May 17, 2023 from the Company. Mr. Amit Kumar has been inducted as Chairman and Mr. Bidhyadhar Sharma and Mrs. Ankita Bhargava has been inducted as members of the committee. MR. Parmeet Singh Sood, Managing Director of the company has been also inducted as member of the committee.

The details of terms of reference of the Nomination and Remuneration, member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

As on 31^st March, 2023, Stakeholders Relationship Committee comprised of Mr. Abhishek Kyal as Chairman and Mr. Amit Kumar and Mrs. Hansa Mehta as members. In the financial year 2023-24, Mr. Abhishek Kyal, resigned as Independent Director W.e.f. May 16, 2023 and Mrs. Hansa Mehta, resigned as the Independent Director w.e.f. May 17, 2023 from the Company. Mr. Amit Kumar has been inducted as Chairman and Mr. Bidhyadhar Sharma and Mrs. Ankita Bhargava has been inducted as members of the committee. MR. Parmeet Singh Sood, Managing Director of the company has been also inducted as member of the committee.

The details of terms of reference of the Stakeholders Relationship, member, dates of meeting held and attendance of the Directors are given separately in the Corporate Governance Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is under the business of investment and financing so the particulars of the Conservation of energy and Technology Absorption is: NOT APPLICABLE

Foreign Exchange Earnings and Out go: NIL

VIGIL MECHANISM

Your Company has established a ‘Whistle Blower Policy and Vigil Mechanism for directors and employees to report to the appropriate authorities concerns about unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct policy and provides safeguards against victimization of employees who avail the mechanism and also provide for direct access to the Chairman of the Audit Committee. The said policy has been uploaded on the website ofthe Company.

CODE OF CONDUCT

The Company has adopted a Code of Conduct for all Board Members and Senior Management Personnel of the Company in accordance with the requirements of Regulation 17(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Board Members and the Senior Management Personnel have given affirmation of compliancewith the said Code of Conduct for the financial year ended 31st March, 2023.

PARTICULARS OF EMPLOYEES

There is no other employee except the KMPs such as Managing Director, Executive Director, Chief Financial Officer and Company Secretary which are on the rolls of the Company. The Company has not paid any remuneration to Managing Director and Executive Directors during the financial year.

FRAUD REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT 143(12)

During the year under review, the Company has not reported any fraud mentioned under Section 143(12) of the Act.

RELATED PARTY TRANSACTIONS

All related party transactions entered by the company during the financial year were in the ordinary course of business and at arms length basis and were entered with the omnibus/prior approval of the Audit Committee, which were periodically placed before the Board for review. The details of the transactions with related party are provided in the companys financial statements in accordance with the applicable provisions / Accounting Standards.

EXTRACT OF ANNUAL RETURN

The particulars required to be furnished under Section 92(3) read with Section 134(3) of the Companies Act, 2013 and with Companies (Management and Administration) Rules, 2014 as prescribed will be available at companys website link at www.sielfinancial.com

CORPORATE GOVERNANCE

In accordance with SEBI (LODR), Regulations, 2015, Corporate Governance Report along with Auditors certificate thereon and a separate report of the Board of Directors of the Company on Corporate Governance is included in the Annual Report are enclosed as Annexure - 2. COST AUDIT

The provisions of Cost Audit pursuant to Section 148 of Companies Act, 2013 are not applicable to the Company

CORPORATE SOCIAL RESPONSIBILITY

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate person. Section 135 of the Companies Act, 2013, has laid down the requirement for constitution of Corporate Social Responsibility Committee, which shall be responsible for laying down the CSR Policy, to a certain class or classes of Companies. The compliance with Section 135 is applicable to specific class or classes of the Companies falling under the threshold mentioned under the Act and rules framed there under. However, our Company does not fall under the requisite threshold as mentioned under Section 135 during the financial year under review and thus the compliance with the relevant provision of the Companies Act, 2013 is not applicable.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company hereby affirms that during the year under review, the Company has complied with all the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively (including any modifications or amendments thereto) issued by the Institute of Company Secretaries of India.

INTERNAL FINANCIAL CONTROL

The Company believes that internal control is a necessary concomitant of the principle of prudent business governance that freedom of management should be exercised within a framework of appropriate checks and balances. The Company remains committed to ensuring an effective internal control environment that inter alia provides assurance on orderly and efficient conduct of operations, security of assets, prevention and detection of frauds/errors, accuracy and completeness of accounting records and the timely preparation of reliable financial information. The Companys independent and Internal Audit processes, both at the Business and Corporate levels, provide assurance on the adequacy and effectiveness of internal controls, compliance with operating systems, internal policies and regulatory requirements. The Company has in place adequate internal financial controls with reference to the Financial Statements. Such controls have been tested during the year and no reportable material weakness in the design or operation was observed. Nonetheless the Company recognizes that any internal financial control framework, no matter how well designed, has inherent limitations and accordingly, regular audit and review processes ensure that such systems are reinforced on an ongoing basis.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management discussion and Analysis Report for the year under review, as required under Regulation 34 read with Schedule V the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations, 2015 (SEBI LODR 2015), is forming part of this Annual Report as Annexure 3. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

No such order has been passed by any Regulators or Courts or Tribunals.

RISK & MITIGATION

The Company has identified various risks faced by the Company from different areas. As per the provision of the Companies Act, 2013, the, the Board had adopted a risks management policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter risks as and when they evolve.

DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013” the Company has in place a formal policy for prevention of sexual harassment of its women employees. The following is the summary of sexual harassment complaints received and disposed off during the current financial year.

Number of Complaints received: NIL Number of Complaints disposed off : NIL

SHARE CAPITAL

The share capital of the Company is Rs. 11,34,37,520/- divided into 1,13,43,752 Equity shares of Rs. 10 each. During the financial year ended 31.3.2023, the Company has not issued any share capital with different voting rights, sweat equity or ESOP nor provided any money to the employees or trusts for purchase of its own shares.

INDUSTRIAL RELATIONS

The company maintained healthy, cordial and harmonious industrial relations at all levels the enthusiasm and unstintingefforts of employees have enabled the company to remain at the leadership position in the industry it has taken varioussteps to improve productivity across organization.

CAUTIONARY STATEMENT

The Boards Report and Management Discussion & Analysis may contain certain statements describing the Companys objectives, expectations or forecasts that appear to be forward-looking within the meaning of applicable securities laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company is not obliged to update any such forward-looking statements. Some important factors that could influence the Companys operations comprise economic developments, pricing and demand and supply conditions in global and domestic markets, changes in government regulations, tax laws, litigation and industrial relations.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that year; c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the Annual Accounts on a going concern basis; e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge all their stakeholders and are grateful for the excellent support received from the shareholders, Bankers, Financial Institutions, Government authorities, esteemed corporate clients, customers and other business associates. Your Directors recognize and appreciate the hard work and efforts put in by all the employees of the Company and their contribution to the growth of the Company in a very challenging environment.