2.10 PROVISIONS AND CONTINGENT LIABILITIES
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.
The Company also discloses present obligations for
which a reliable estimate cannot be made. 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.
2.11 FOREIGN CURRENCY TRANSLATION
The Company's financial statements are presented in
Indian Rupee, which is also the Company's functional
currency.
Initial recognition
Foreign currency transactions are recorded in the
reporting currency, by applying to the foreign currency
amount the exchange rate between the reporting
currency and the foreign currency at the date of the
transaction.
Conversion
Foreign currency monetary items are re-translated
using the exchange rate prevailing at the reporting date.
Nonmonetary items, which are measured in terms of
historical cost denominated in a foreign currency, are
reported using the exchange rate at the date of the
transaction.
Exchange differences
All exchange differences are accounted in the Statement
of Profit and Loss.
2.12 FAIR VALUE MEASUREMENT
The Company measures its qualifying financial
instruments at fair value on each Balance Sheet date.
Fair value is the price that would be received against
sale of an asset or paid to transfer a liability in an
orderly transaction between market participants at the
measurement date.
The fair value measurement is based on the presumption that the transaction to sell the asset or transfer the liability
takes place in the accessible principal market or the most advantageous accessible market as applicable.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data is
available to measure fair value, maximising the use of relevant observable inputs and minimising the use of unobservable
inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorised within
the fair value hierarchy into Level I, Level II and Level III based on the lowest level input that is significant to the fair value
measurement as a whole. For a detailed information on the fair value hierarchy, refer note no. 23.
For assets and liabilities that are fair valued in the financial statements on a recurring basis, the Company determines
whether transfers have occurred between levels in the hierarchy by re-assessing categorisation (based on the lowest
level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, the Company has determined classes of assets and liabilities on the basis of
the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy.
2.13 UNLESS SPECIFICALLY STATED TO BE OTHERWISE, THESE POLICIES ARE CONSISTENTLY FOLLOWED.
(ii) Fair value hierarchy
All financial instruments for which fair value is recognised or disclosed are categorised within the fair value hierarchy,
described as follows, based on the lowest level input that is insignificant to the fair value measurements as a whole.
Level 1 : quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2 : valuation techniques for which the lowest level inputs that has a significant effect on the fair value measurement
are observable, either directly or indirectly.
Level 3 : valuation techniques for which the lowest level input which has a significant effect on fair value measurement
is not based on observable market data.
The following table provides the fair value measurement hierarchy of the Company's assets and liabilities, other than those
whose fair values are close approximations of their carrying values.
For cash and cash equivalents, trade receivables, other receivables, short term borrowing, trade payables and other
current financial liabilities the management assessed that their fair value is approximate their carrying amounts largely
due to the short-term maturities of these instruments.
The fair values of the Company's long-term interest free security deposits are determined by applying discounted cash
flows ('DCF') method, using discount rate that reflects the market borrowing rate as at the end of the reporting period.
They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs including
counterparty credit risk.
NOTE : 37 Loans & Advances as appearing on the assets side of the balance sheet are subject to confirmation.
Any adjustments thereof shall be made on final reconciliation.
NOTE : 38 Provision regarding Provident fund and Gratuity Act, 1972 are not applicable to the company during
the year under reference.
NOTE : 39 The company is engaged in the business of non-banking financial activity. Since all the activities relate
to main activity, in the opinion of the management, there is only one business segment in terms of Ind AS-108 on
Operating Segment issued by ICAI.
NOTE : 40 Figures for the previous year have been regrouped or recasted wherever necessary.
NOTE : 41 RELATED PARTY DISCLOSURES:
In accordance with the Indian Accounting Standards (Ind AS-24) on Related Party Disclosure, where control exists
and where key management personnel are able to exercise significant influence and, where transactions have
taken place during the year, along with description of relationship as identified, are given below:-
NOTE : 43 Figures for the previous year have been regrouped or recasted wherever necessary.
NOTE : 44 Disclosure required as per circular no. DOR.CRE.REC.No.60/03.10.001/2021-22 dated October 22, 2021
circulated by Reserve Bank of India:
d. Where an independent director resigns before expiry of her/his term, the reasons for resignation as given by
her/him shall be disclosed
During the year, there has been no resignation of any Independent Director before the expiry of his/her term.
Accordingly, no disclosure of reasons for resignation is applicable.
e. Details of any relationship amongst the directors inter-se shall be disclosed
There is no relationship amongst the Directors inter-se.
f. Committees of the Board and their composition
AUDIT COMMITTEE
Terms of Reference
The Audit Committee has been entrusted with the following key responsibilities:
• The Committee is responsible for reviewing the Company's periodic financial statements to ensure that they
present a true and fair view and are prepared in accordance with applicable accounting standards and regulatory
requirements.
• It oversees financial disclosures, ensures the accuracy and completeness of related party transaction reporting,
and examines any qualifications in the auditors' reports.
• It recommends the appointment, reappointment, remuneration, and terms of engagement of the statutory
auditors and monitors their independence and performance.
• It also reviews the audit plan, scope of work, post-audit observations, and auditor responses with both internal and
statutory auditors.
• The Committee is tasked with evaluating the effectiveness of the Company's internal audit function and ensuring
timely review and resolution of internal audit findings.
• It also plays a key role in overseeing the adequacy of the Company's internal control systems, including those
related to fraud prevention, IT controls, and financial operations.
• Further, the Committee is responsible for approving or subsequently reviewing all related party transactions to
ensure arms-length and fairness in dealings. It is also mandated to ensure that an Information Systems Audit is
conducted periodically to evaluate the Company's IT architecture and digital control framework.
AUDIT COMMITTEE
Terms of Reference
• The Audit Committee ensures effective implementation of the Whistleblower Mechanism/Vigil Mechanism as per
Section 177(9) of the Companies Act, and periodically reviews the complaints received and actions taken, while
ensuring confidentiality and protection from victimization.
• In addition, the Committee monitors the Company's compliance with RBI regulations, Companies Act provisions,
and all other applicable laws. It also oversees the review of any instances of fraud, including those reported by
auditors or internal management, and ensures timely reporting to the Board and RBI along with the implementation
of corrective and preventive measures.
CSR COMMITTEE
Terms of Reference
The CSR Committee is entrusted with the following key responsibilities:
• Draft and recommend a comprehensive CSR Policy to the Board, outlining the Company's CSR vision, mission, and
thematic focus areas.
• Identify and propose CSR projects and programs aligned with Schedule VII of the Companies Act, 2013.
• Recommend the annual CSR budget to the Board.
• Ensure compliance with the statutory requirement of spending at least 2% of the average net profits of the Company
from the last three financial years.
• Allocate expenditure across approved projects in a manner consistent with Company priorities and regulatory
mandates.
• Oversee implementation of CSR projects either directly by the company or through eligible third-party agencies.
• Review progress periodically and suggest corrective measures where necessary.
• Ensure that CSR projects are implemented in accordance with approved timelines, objectives, and budgets.
• Prepare and recommend to the Board an Annual Action Plan Outlining List of CSR projects and programs, Execution
modalities and partners, Timeframes and monitoring mechanisms and Impact and need assessment criteria
• Ensure preparation and inclusion of the Annual CSR Report as part of the Board's Report under Rule 8 of the CSR
Rules.
• Facilitate public disclosure of CSR policy and project-related data on the Company's website, ensuring transparency
and stakeholder engagement.
• For projects with an outlay of ^1 crore or more, ensure that an independent impact assessment is conducted in
accordance with CSR Rules.
• Use findings from these assessments to inform future project planning and strategy.
NOMINATION AND REMUNERATION COMMITTEE
Terms of Reference
• The Nomination and Remuneration Committee is entrusted with the responsibility of overseeing matters related
to Board composition, leadership appointments, remuneration structure, succession planning, performance
evaluation, and regulatory compliance related to human resources at the leadership level.
• The Committee is responsible for formulating and recommending to the Board a transparent and robust policy for
the nomination, appointment, and removal of Directors, KMPs, and Senior Management personnel.
• It ensures that all such appointments are made based on merit, experience, qualifications, and compliance with
the RBI's "fit and proper" criteria. The NRC takes into consideration the need for diversity on the Board and ensures
that independent directors meet the conditions of independence as laid down under the law. It also ensures that
there is no conflict of interest in appointments and that such processes are consistent with the Company's ethical
standards.
• The Committee is further responsible for formulating and periodically reviewing a Compensation Policy that is
aligned with the risk appetite, business strategy, and long-term interests of the Company. This policy encompasses
all elements of fixed and variable pay, including performance incentives, bonuses, and perquisites.
• The NRC ensures that compensation structures are competitive, fair, and compliant with RBI's guidelines on
compensation of Key Personnel, which include deferral mechanisms, malus and clawback clauses, wherever
applicable.
• In relation to performance evaluation, the Committee lays down criteria for assessing the performance of the
Board, individual directors, and senior management. It conducts annual performance reviews and submits its
findings and recommendations to the Board for consideration. The NRC also monitors the functioning of the
evaluation process and ensures its effectiveness in enhancing Board effectiveness and individual accountability.
• Moreover, the Committee is tasked with ensuring that the Company's remuneration philosophy supports prudent
risk-taking and discourages excessive risk behaviour. It works in coordination with the Risk Management Committee
(RMC) to ensure that remuneration outcomes are consistent with risk-adjusted performance. It also ensures that
the compensation structures contribute to capital conservation and retention of earnings in accordance with the
ICAAP framework.
• The NRC also advises the Board on succession planning for directors and senior executives, ensuring continuity in
leadership. It recommends remuneration packages for independent directors within statutory limits and monitors
the utilization of human resources in strategic functions.
• The Committee submits periodic reports to the Board summarizing key actions, proposed changes in policy,
evaluation results, and recommendations. It ensures that all its activities and recommendations are documented
and made available for regulatory inspections and internal review.
STAKEHOLDERS RELATIONSHIP COMMITTEE
Terms of Reference
• Resolving the grievances of the security holders of the listed entity including complaints related to transfer/
transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate
certificates, general meetings etc.
• Review of measures taken for effective exercise of voting rights by shareholders.
• Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent.
• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders
of the Company.
RISK MANAGEMENT COMMITTEE (RMC)
Terms of Reference
• The RMC is responsible for overseeing the development, implementation, and regular review of the Company's
enterprise-wide Risk Management Framework. It ensures that all material risks—financial and non-financial—are
adequately identified, assessed, and managed in a structured and timely manner. These include credit risk, market
risk, operational risk, liquidity risk, interest rate risk, technology and cyber risk, compliance risk, and reputational
risks.
• The Committee is tasked with reviewing and approving risk management policies, setting risk appetite and tolerance
levels, and monitoring risk exposures and concentration limits across sectors, counterparties, and products.
• It provides oversight over the Company's liquidity risk profile and ensures compliance with Asset Liability
Management (ALM) guidelines, stress testing norms, and capital adequacy standards under ICAAP (Internal Capital
Adequacy Assessment Process).
• As part of its cybersecurity oversight, the RMC ensures robust IT risk governance and regular assessments of
third-party and outsourcing risks. It also ensures that the Company's fraud prevention mechanisms and incident
reporting systems are aligned with regulatory expectations.
• Additionally, the RMC coordinates with the Nomination and Remuneration Committee (NRC) to ensure that
compensation structures discourage excessive risk-taking and are aligned with capital conservation and long-term
organizational goals.
RISK MANAGEMENT COMMITTEE (RMC)
Terms of Reference
• The Committee reviews and recommends amendments to the Risk Management Policy, ALM Policy, Cybersecurity
Policy, and other relevant frameworks, ensuring that all risk-related policies are up-to-date and effective.
• All findings and recommendations of the RMC are periodically reported to the Board, and the Committee holds the
authority to invite any Company official or external expert to support its deliberations or to provide risk insights.
SPECIAL COMMITTEE OF THE BOARD FOR MONITORING AND FOLLOW-UP OF CASES OF FRAUD (SCBMF)
Terms of Reference
• The SCBMF is tasked with providing strategic and supervisory oversight over the fraud risk management framework
of the Company. It reviews the Fraud Risk Management Policy and ensures that clear roles and responsibilities are
defined for the Board, senior management, internal audit, and other control functions.
• The Committee monitors the implementation of fraud detection tools, internal control upgrades, employee
sensitization initiatives, and timely fraud classification and reporting procedures.
• The SCBMF is responsible for examining significant fraud cases, particularly those with financial or reputational
implications. It reviews root cause analyses, suggests remedial and preventive measures, and oversees the
implementation of enhanced control mechanisms.
• It ensures adherence to principles of natural justice by mandating that show cause notices are issued to alleged
fraudulent parties and that reasoned orders are passed before classification of an entity as fraudulent.
• The Committee also ensures the robustness and fairness of the Whistleblower Mechanism, reviews fraud-related
complaints, and oversees their proper closure. It plays a key role in guiding the management on the timely reporting
of frauds to regulatory authorities, law enforcement agencies, and other stakeholders as may be necessary.
• In terms of governance and escalation, the SCBMF requires that senior management submit periodic reports on
the status of frauds to the Committee and subsequently to the Board.
• The Committee also ensures the accuracy of financial disclosures relating to frauds in the notes to accounts in
compliance with RBI guidelines.
ASSET LIABILITY MANAGEMENT COMMITTEE
Terms of Reference
The ALCO operates under the authority delegated by the Board and discharges the following key responsibilities:
• Develop, implement, and oversee the Liquidity Risk Management Framework, including the identification of gaps
across various maturity buckets.
• Monitor and manage short-term and structural liquidity positions and ensure maintenance of adequate liquidity
buffers to address both normal and stressed conditions.
• Evaluate the adequacy of Contingency Funding Plans (CFP) and alternate sources of funding.
• Conduct interest rate sensitivity analyses and manage risk exposures arising from rate movements.
• Assess the impact of changes in market interest rates on Net Interest Income (NII) and Market Value of Equity.
• Recommend pricing, hedging, or rebalancing strategies to mitigate adverse interest rate effects.
• Review and guide the funding strategy of the Company, including cost of funds, diversification of funding sources,
tenor profiles, and maturity matching.
• Approve borrowings in line with market conditions and internal liquidity policies.
• Monitor rollover risks and recommend adjustments to funding mix and durations.
• Periodically review the ALM statements, including Liquidity Gap Reports, Structural Liquidity Statements, and Rate-
Sensitive Gap Reports
• Align the Company's growth trajectory with the availability of funds and capital requirements.
• Formulate and periodically review the Liquidity Risk Management Policy, ALM Policy, and Funding Strategy.
• Recommend updates based on changes in the regulatory landscape or internal evaluations.
• Approve and review results of liquidity stress tests and interest rate risk simulations.
• Ensure that contingency action plans are in place to address adverse developments and Submit summary reports
and recommendations to the Board on a regular basis.
• Ensure the accuracy and timeliness of regulatory reports filed with the RBI or other authorities.
CONSUMER PROTECTION COMMITTEE
Terms of Reference
The key responsibilities of the Committee include:
• Monitoring the performance of the grievance redressal system.
• Reviewing customer complaints, their resolution timelines, and satisfaction metrics.
• Ensuring compliance with RBI guidelines on consumer protection, Fair Practices Code, and Responsible Lending.
• Reviewing and updating consumer protection-related policies and frameworks.
• Organizing training programs for GROs, Nodal Officers, and frontline staff to strengthen customer service delivery.
• Conducting periodic refresher workshops on complaint handling and regulatory obligations.
• Promoting awareness regarding customer rights, complaint resolution mechanisms, and escalation channels.
• Publishing key consumer policies and contact details prominently on the company's website.
• Reviewing complaint trends and addressing recurring issues with preventive and corrective actions.
• Recommending system-level improvements for enhancing customer experience.
• Coordinating with Credit Information Companies (CICs), legal, and compliance teams to address CIC-related
grievances.
IDENTIFICATION COMMITTEE
Terms of Reference
The core functions and responsibilities of the Identification Committee include:
• Reviewing cases of non-repayment of dues to determine whether such defaults are willful in nature, based on
available financial and operational evidence.
• Initiating formal proceedings against suspected willful defaulters by issuing SCNs and providing them with an
opportunity to respond with justifications or evidence.
• Conducting a comprehensive assessment of financial records, contractual documentation, and responses received.
All proceedings are meticulously documented and maintained.
• Communicating the Committee's findings to the borrower or promoter group and offering them a final chance for
representation before the matter is referred to the Review Committee for a conclusive decision.
• Ensuring compliance with RBI's reporting framework for willful defaulters. Confirmed cases are reported to Credit
Information Companies (CICs) and, where applicable, to CRILC (Central Repository of Information on Large Credits).
Updates are submitted to the Board periodically.
• Coordinating with other governance and risk committees within the company to ensure remedial measures, legal
action, and reputational safeguards are promptly undertaken against confirmed defaulters.
• The Committee operates under a strict confidentiality protocol. All proceedings are conducted in a manner that
ensures fairness, objectivity, and protection of borrower rights, thereby avoiding any arbitrary classification.
REVIEW COMMITTEE
Terms of Reference
The Review Committee's primary mandate is to independently evaluate, reassess, and decide upon cases referred by
the Identification Committee. The core functions and responsibilities include:
• Conducting an impartial and independent evaluation of all cases recommended by the Identification Committee,
ensuring alignment with RBI regulations, applicable laws, and internal governance policies.
REVIEW COMMITTEE
Terms of Reference
• Reviewing all relevant evidence, contractual documentation, financial records, and the written representation
submitted by the borrower against the proposed classification.
• Verifying that the borrower was provided adequate opportunity to present their case before the Identification
Committee, and that the initial decision was based on sufficient, credible, and objective evidence.
• Analysing the Identification Committee's reasoning, examining whether its conclusions were free from arbitrariness,
bias, or procedural lapses.
• Confirming or overturning the classification of a borrower as a wilful defaulter and recording the final decision in
writing with detailed justification. The Committee's decision is final and binding within the organization.
• Upon confirmation, directing the initiation of necessary reporting to the Credit Information Companies (CICs) and,
where applicable, to the Central Repository of Information on Large Credits (CRILC), along with initiating recovery
or legal action as per policy.
• Maintaining strict confidentiality over all proceedings and data. Members are required to declare any conflict of
interest and recuse themselves from deliberations in such cases.
• Submitting periodic reports of activities and key decisions to the Board for review. The functioning of the Committee
may be subject to internal audit to ensure continued compliance with RBI guidelines and internal policies.
g. There is not any non-compliance with requirements of Companies Act, 2013.
h. Details of penalties and strictures: None
NOTE : 45 Disclosure of details as required by revised para 19 of Non-Banking Financial Companies - Non-Systemically
Important Non Deposit taking Company (Reserve Bank) Directions, 2016, earlier para 13 of Non-Banking Financial
Companies Prudential Norms (Reserve Bank) Directions, 2007.
For and on behalf of the Board
Standard Capital Markets Limited
For KRISHAN RAKESH & CO. Ram Gopal Jindal Anshita Sharma
CHARTERED ACCOUNTANTS (Managing Director) (Director)
Firm Regn. No.: 009088N DIN : 06583160 DIN : 09706011
Ram Gopal JindalK. K. Gupta
(Partner) Akash Bhatia Vineeta Gautam
M.No. : 087891 (Chef Financial Officer) (Company Secretary)
(PAN: CGKPB8933R) (PAN: BLSPG2979Q)
Place : Delhi
Date : 28-05-2025
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