Dear Members,
Your Directors present the Forty Annual Report of your Company together with the
Audited Financial Statements of the Company for the Financial Year ended March
31, 2025.
1. Background
Your Company is registered with the Reserve Bank of India (RBI) as Non-Systemically
Important Non-Deposit taking Non-Banking Financial Companies (NBFC). Further, The Company
was identified as NBFC-base Layer under the Scale Based Regulation under Master Direction
— Reserve Bank of India (Non-Banking Financial Company — Scale Based Regulation)
Directions, 2023.
2. Financial Highlights
Particulars |
Financial Year ended |
| March 31, 2025 (In lakhs) |
March 31, 2024 (In lakhs) |
Total Income |
3540.14 |
3952.39 |
Total Expenditure |
2144.13 |
2387.99 |
Profit-(Loss) before tax |
1396.01 |
1564.40 |
Profit-(Loss) after tax |
1040.68 |
1170.67 |
Paid-up Share Capital |
1473.85 |
1473.85 |
3. Operating Highlights
During the year under review, revenue from operations of the Company is Rs. 3529.37
Lakhs as compared to Rs. 3931.61 Lakhs in the previous year. The Company earned a profit
before tax of Rs. 1040.68 lakhs as compared to Rs. 1170.67 Lakhs in the previous year.
Your Directors are putting in their best efforts to improve the performance of the
Company.
4. Company's Affairs
Your Company is engaged in the business of providing Secured and Unsecured Loans &
Advances and also to make investment in both quoted and unquoted securities. The Company
offers specialized solutions for meeting specific liquidity requirements with technical
insights into Capital Markets.
5. Dividend
To maintain the liquidity of funds, your Board of Directors does not recommend any
dividend for the Financial Year under review.
6. Share Capital
There is no change in the Share Capital of the Company during the Financial Year under
review.
7. Fixed Deposits
The Company has not accepted any fixed deposit during the year under review as per the
provision of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.
Your Company being a Non-Deposit Taking NBFC, has not accepted any deposits from the
public during the year under review.
8. Listing Agreement
Your Company is listed on BSE Limited and complied with ah the requirements of Listing
Agreement. Also, your Company has paid listing fees for the Financial Year 2024-25 to the
BSE Limited. The Company is also listed on Delhi Stock Exchange (Currently : Inoperative
Stock Exchange).
9. Particulars of Loans, Guarantees or Investments Under Section 186
Your Company being a Non-Banking Financial Company (NBFC), the disclosure regarding
particulars of loans made, guarantees given and securities provided in the ordinary course
of its business is exempted as per the provisions of Section 186(11) of the Companies Act,
2013. Details of the above made by the Company pursuant to the provisions of Section 186
of the Companies Act, 2013 are given in the Notes to accounts forming part of the audited
financial statements for the financial year ended March 31, 2025.
10. Adequacy of Internal Financial Controls
The Company has adequate system of internal control to safeguard and protect from loss,
unauthorized use for disposition of its assets. All the transactions are probably
authorized, recorded and reported to the Management. The Company is following all
applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The Internal Auditor of the company checks and verifies
internal control and monitors them in accordance with policy adopted by the Company. The
Company continues to ensure proper and adequate systems and procedures commensurate with
its size and nature of business.
11. Transfer to Reserves
The Company has transferred an amount of Rs. 214.02 Lakhs to the Special Reserve of the
RBI Act, 1934 out of current year's profits.
12. Directors
Number of Meetings of the Board
During the year, 05 (Five) Board Meetings were convened and held, details of which are
provided in the Corporate Governance Report. The intervening gap between the Meetings was
in compliance with the Companies Act, 2013.
Policy on Directors' Appointment and Remuneration
Declaration by Independent Directors
All Independent Directors have given declarations under section 149(7) of the Companies
Act, 2013 that, they meet the criteria of independence as laid down under section 149(6)
of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
Evaluation of the performance of the Board
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board has carried out the Annual
Performance Evaluation of its own performance, the Directors individually as well as the
evaluation of the working of its Committees. The criteria applied in the evaluation
process are explained in the Corporate Governance Report.
The Independent Directors in their separate meeting has evaluated performance of
Non-Independent Directors, performance of the Board as a whole and also performance of the
Chairman of the Company.
Familiarization Programme for Independent Directors
In compliance with the requirements of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has put in place a Familiarization Programme
for its Independent Directors to familiarize them with their roles, rights and
responsibilities as Directors, the working of the Company, nature of the industry in which
the Company operates, business model etc. The details of the Familiarization Programme are
explained in the Corporate Governance Report. The same is also available on the website of
the Company at www. sonalmercantile.in.
Appointment of KMP / Directors
No Directors/ KMP has been appointed during the year.
Further, Based on the recommendations of the NRC, Mr. Akash Bhardwaj (DIN: 11268343)
was appointed as an Additional (Independent) Director of the Company for a period of five
years (5) w.e.f. September 09, 2025 till September 08, 2030 subject to approval of the
Members of the Company in the ensuing General Meeting.
Retirement -Re-appointment
In terms of Section 152 of the Companies Act, 2013, Mr. Rajan Goyal (DIN:
02600825) who retires by rotation at the ensuing AGM, being eligible offered himself for
reappointment. His Brief Resume is mentioned in the annexure attached to the Notice.
Mrs. Rati Goswami (DIN:08765348) was reappointed as Independent Director of the Company
for the second term of five (5) years with effect from June 21, 2025 (date of
reappointment) upto June 20, 2030. The same is also available on the website of the
Company at www.sonalmercantile.in.
Resignation of KMP / Directors
No Directors has been resigned during the year.
However, Mr. Munish Kumar Garg (DIN : 08866982) shall cease to be an Independent
Directors of the Company upon completion of 1 consecutive term of 5 years at the closure
of business hours on 08.09.2025.
Disclosure of Relationships Between Directors Inter-Se
Mr. Vikram Goyal and Mr. Rajan Goyal are directly related to each other. As they both
are Brothers.
Key Managerial Personnel
The details of Key Managerial Personnel (KMP) of the Company during the year are:
S. No. |
Name of Key Managerial
Personnel |
Designation |
Appointment-Cessation |
| 1. |
Mr. Vikram Goyal |
Whole Time Director |
November 23, 2018 (Reappointed w.e.f. November 23, 2023 |
| 2. |
Mr. Rohit Saraogi |
Chief Financial Officer |
May 22, 2018 |
| 3. |
Mr. Akshay Khare |
Company Secretary & Compliance Officer |
June10, 2022 |
13. Committees of the Board
Your Company has a duly constituted Audit Committee, Nomination & Remuneration
Committee, Stakeholders Relationship Committee and Risk Management Committee, Corporate
Social Responsibility Committee as per the provisions of Section 177, 178, 135 of the
Companies Act, 2013 and provisions of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Board of Directors has
constituted such committees to enable the Board to deal with specific areas-activities
that need a closer review and to have an appropriate structure to assist in the discharge
of its responsibilities.
A detailed note on the Board and its committees along with details of the meetings are
provided under the Corporate Governance report section in this Annual Report to avoid the
repetition.
14. Subsidiary Companies-Associate Companies-Joint Ventures
The Company has One Associate Company i.e. M/s Rudraveerya Developers Limited.
15. Code of Conduct
Your Company has already in place a well framed Code of Conduct for carrying its day to
day business operations of the Company. The Code lays down the standard procedure of
business conduct which is expected to be followed by the directors and the employees in
their business dealings and in particular on matters relating to integrity in the work
place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management personnel, if any have confirmed
compliance with the Code. The detailed Code of Conduct can be referred from the website of
the Company i.e. www.sonalmercantile.in.
16. Details of Establishment of Vigil Mechanism- Whistle Blower Policy For Directors
And Employees
The Company has already in place a well framed Vigil Mechanism- Whistle Blower Policy
for Directors and Employees. The purpose of this policy is to provide a framework to
promote responsible and secure whistle blowing. It protects employees willing to raise a
concern about irregularities within the Company. The Company has also provided adequate
safeguards against victimization of employees and Directors who express their concerns.
The Company has also provided direct access to the Chairman of the Audit Committee on
reporting issues concerning the interests of employees and the Company. This policy is
also placed on the website of the Company. i.e. www.sonalmercantile.in.
17. Business Risk Management Policy
Pursuant to section 134 of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the company has constituted a Risk Management
Committee. The details of the committee and its terms of reference are set out in the
corporate governance report forming part of the Annual report. The Company has implemented
Risk Management Policy and the Board of Directors has prepared a comprehensive framework
of risk management for assessment of risks and to determine the responses to these risks
so as to minimize their adverse impact on the organization.
The policy as approved by the Board of Directors is uploaded on Company's website i.e.
www.sonalmercantile.in.
18. Prevention of Insider Trading
The Company has already adopted a Code of Conduct for Prevention of Insider Trading
with a view to regulate trading in securities by the Directors and certain designated
employees of the Company. All Board Directors and the designated employees/persons have
confirmed compliance with the Code. The Code is uploaded on Company's website at i.e.
www.sonalmercantile.in.
19. Auditors
Statutory Auditors
M/s. Ajay Rattan & Co. Chartered Accountants (Firm Reg No. 012063N), has appointed
as a Statutory Auditors of the Company for a period of 5 (five) years i.e. from the
conclusion of 37th Annual General Meeting till the conclusion of the 42nd
Annual General Meeting to be held in the year 2027. The Board has taken note and M/s. Ajay
Rattan & Co. Chartered Accountants have confirmed their eligibility under Section 141
of the Companies Act, 2013 and the Rules framed thereunder as Statutory Auditors of the
Company as required under Listing Regulations, the Auditors have also confirmed that they
hold a valid certificate issued by the Peer Review Board of the Institute of Chartered
Accountants of India.
Auditors' Report
There is no reservation, qualification or adverse remark made by the Statutory Auditors
in their Report. Comments/ clarification, if any being read together with notes on the
Financial Statements as these are selfexplanatory and do not call for any further comments
under Section 134 of the Companies Act, 2013.
Secretarial Auditor
Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
had reappointed Mr. Nitin Gupta (Practicing Company Secretary) to undertake the
Secretarial Audit of the Company for Financial Year 2024-25. There is No qualification,
reservation or adverse remark made in his Secretarial Audit Report. The Audit Report is
annexed herewith as "Annexure A".
Further, pursuant to amended Regulation 24A of SEBI Listing Regulations, and subject to
your approval being sought as the ensuing AGM Mr. Nitin Gupta, Practicing Company
Secretary (Membership No: F12404; C.P. No.: 14087 Peer review certificate no.: 2293/2022)
has been appointed as a Secretarial Auditor to undertake the Secretarial Audit of your
Company for the first term of five consecutive financial years from FY 2025-26 till FY
2029-30. Mr. Nitin Gupta, Practicing Company Secretary has confirmed that he is not
disqualified to be appointed as a Secretarial Auditor and is eligible to hold office as
Secretarial Auditor of your Company.
Reporting of frauds by Auditors
There were no frauds reported by Auditors as per Section 134(3) and Section 143 of the
Act.
Internal Auditor
The Company has re-appointed Ms. Surbhi Singhal as an Internal Auditor of the Company
for the financial year 2024-25.
Annual Secretarial Compliance Report
The Company has undertaken an audit for the Financial Year 2024-25 for all applicable
compliances as per SEBI Regulations and Circulars/ Guidelines issued thereunder. The
Annual Secretarial Compliance Report was submitted to the stock exchanges within 60 days
from the end of the financial year and the same is available on the Company's website at
www.sonalmercantile.in.
20. Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the
Companies (Management and Administration) Rules, 2014, a copy of the Annual Return for the
Financial Year 2024-25, which will be filed with the Registrar of Companies/MCA, is hosted
on the Company's website and can be accessed at www. sonalmercantile.in
21. Corporate Social Responsibility
Pursuant to provision of Section 135 of the Companies Act, 2013, your Company falls
within the criteria of CSR applicabilty, therefore, the Company has formed CSR Policy. The
CSR Policy & CSR Activity Report_is annexed herewith as "Annexure
E".
22. Prudential Norms & Directions of RBI for NBFCs
Your company has complied with all the requirements prescribed by the Reserve Bank of
India and has filed the required returns. The Company comply with the Master Direction
— Reserve Bank of India (Non-Banking Financial Company — Scale Based Regulation)
Directions, 2023 and all the applicable laws, regulations, guidelines, etc. prescribed by
RBI from time to time. The Company was identified as NBFC-base Layer under the Scale Based
Regulation.
23. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
i. Conservation of Energy & Technology Absorption: The Company, being a
Non-Banking Finance Company (NBFC), does not have any manufacturing activity. The
directors, therefore, have nothing to report on ‘Conservation of Energy and
Technology Absorption'.
Particulars |
2024-25 (Rs.) |
2023-24 (Rs.) |
Foreign Exchange Earnings |
0 |
0 |
Foreign Exchange outgo |
0 |
0 |
24. Particulars of Employees
The information required pursuant to Section 197 of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of employees of the Company, forms part of this report and annexed herewith as
"Annexure C".
25. Related Party Transactions
All transactions with related parties are placed before the Audit Committee for its
approval. An omnibus approval from Audit Committee is obtained for the related party
transactions which are repetitive in nature. All transactions with related parties entered
into during the year under review were at arm's length basis and in the ordinary course of
business and in accordance with the provisions of the Act and the rules made thereunder,
the SEBI Listing Regulations and your Company's Policy on Related Party Transactions.
Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your
Company has filed half yearly reports to the stock exchanges, for the related party
transactions.
During FY 2024-25, your Company has not entered into any transactions with related
parties as per the terms of Section 188 of the Act. Accordingly, the disclosure of related
party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not
applicable. Further, the details of Related Party Transactions covered under Ind AS- 24
are given in the Notes to accounts forming part of the audited financial statements for
the financial year ended March 31, 2025 as well as mentioned in the "Annexure D"
The policy on Related Party Transactions is displayed on the website of the Company
i.e. www.sonalmercantile.in.
26. Prevention of Sexual Harassment at Workplace
The Company has in place a policy on "Prevention of Sexual Harassment at
Workplace" which extends to all employees (permanent, contractual, temporary,
trainees). Since the Company has less than ten employees during the year under review, the
requirement of constitution of an Internal Complaints Committee ("ICC") under
the Act is not applicable. However, the Company is committed to providing a safe and
conducive work environment for all its employees. During the financial year 2024-25, no
complaint of sexual harassment was received by the Company.
The status of complaints as on March 31, 2025 is as under:
| No. of sexual harassment Complaint received during the year |
Nil |
| No. of sexual harassment Complaint disposed of during the year |
Nil |
| No. of cases pending for more than 90 days |
Nil |
27. Compliance with Maternity Benefit Act, 1961
The provisions of the Maternity Benefit Act, 1961 were not applicable to the Company
during the financial year 2024-25.
28. Business Responsibility Report
Business Responsibility Report as stipulated under Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to the
Company.
29. Corporate Governance
The Company is committed to maintain the steady standards of corporate governance and
adhere to the corporate governance requirements set out by SEBI. A Report on Corporate
Governance regarding compliance with the conditions of Corporate Governance as stipulated
in Regulations 17 to 27, clauses (b) to (i) of subregulation (2) of Regulation 46 and
paragraphs C, D and E of Schedule V of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual
Report and also a Certificate from the Practicing Company Secretary of the Company
regarding compliance with the conditions of Corporate Governance forms a part of this
Report.
30. Management's Discussion and Analysis Report
Management's Discussion and Analysis Report (MDAR) for the year under review, as
stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, is presented in a separate section forming part of the
Annual Report.
31. Disclosures under the Act
Significant and Material Orders
No significant and material order was passed against the Company by any regulator or
court or tribunal impacting going concern status and company's operations in future.
There was no application filed/proceedings done/pending related to the Insolvency and
Bankruptcy Code, 2016.
Material changes and commitments affecting the financial position of the Company after
the close of financial year
There are No material changes and commitments affecting the financial position of the
Company, which has occurred between the end of the financial year of the Company i.e.
March 31, 2025 and the date of the Boards' Report.
Change in the Nature of Business
There is no change in the nature of the Business of the Company during the Financial
Year.
32. Director's Responsibility Statement
In terms of Section 134(5) of the Companies Act, 2013, the directors would like to
state that:
i. In the preparation of the annual accounts for the year ended March 31, 2025, the
applicable accounting standards have been followed along with proper explanation relating
to material departure.
ii. The directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year
31.03.2025 and of the profit or loss of the Company for the year under review.
iii. The directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The directors have prepared the annual accounts on a going concern basis.
v. 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.
vi. The directors had devised proper systems to ensure compliance with the provisions
of ah applicable laws and that such system were adequate and operating effectively.
33. Compliance with the provisions of Secretarial Standard-1 and Secretarial Standard-2
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable Secretarial Standards issued by the Institute of Company Secretaries of
India (ICSI) and that such systems are adequate and operating effectively.
34. Dematerialisation of Shares:
The ISIN No. INE321M01017 has been allotted for the Company. Therefore, the matter
and/or investors may keep their shareholding in the electronic mode with their Depository
Participates. 99.38% of the Company were held in dematerialized form and 0.62% of the
issued share capital as on March 31, 2025.
35. Health, Safety And Environment Protection:
The Company has complied with all the applicable environmental law and labour laws. The
Company has been complying with the relevant laws and has been taking all necessary
measures to protect the environment and maximize worker protection and safety.
36. Human Resources
People remain the most valuable asset of your Company. Your Company follows a policy of
building strong teams of talented professionals. Your Company continues to build on its
capabilities in getting the right talent to support different products and geographies and
is taking effective steps to retain the talent. It has built an open, transparent and
meritocratic culture to nurture this asset. The Company recognizes people as its most
valuable asset and The Company has kept a sharp focus on Employee Engagement. The
Company's Human Resources is commensurate with the size, nature and operations of the
Company.
37. Cost Records and Cost Audit
Maintenance of Cost Records and requirement of cost audit as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013 are not
applicable to the Company and accordingly such accounts and records are not required to be
made and maintained.
38. RBI Guidelines
The Company continues to fulfill all the norms and standards laid down by the Reserve
Bank of India for the Non-Banking Financial Company.
39. NBFC Registration
The company has registered with Reserve Bank of India as Non-Banking Finance Company
vide: B-14.02393 Dated 19/07/2002.
40. Credit Rating
The Directors of the Company are pleased to report that the Company is registered with
ah four RBI Authorized CIC's Companies i.e. TransUnion CIBIL Limited (Formerly: Credit
Information Bureau (India) Limited). Credit Information Bureau (India) Limited (CIBIL),
Equifax Credit Information Services Private Limited (ECIS), Experian Credit Information
Company of India Pvt. Ltd, CRIF High Mark Credit Information Services Pvt. Ltd.
41. Investor Education and Protection Fund
During the year under review, the Company was not required to transfer any amount to
the Investor Education and Protection Fund ("IEPF") in terms of Section 125 of
the Companies Act, 2013.
42. Acknowledgments and Appreciation
The Directors take this opportunity to thank the Company's customers, shareholders,
investors, suppliers, bankers, financial institutions and Central & State Governments
for their consistent support to the Company. The Directors also wish to place on record
their appreciation to employees at all levels for their hard work, dedication and
commitment.
|
Vikram Goyal |
Rajan Goyal |
Date: September 02nd, 2025 |
Whole Time Director |
Director |
Place: New Delhi |
DIN: 00381115 |
DIN: 02600825 |
