The Members of
Muthoot Capital Services Limited
Your Directors are pleased to present their 23rd Board's Report on the Company'sbusiness and operations together with audited financial statements of your Company forthe financial year ended 31st March 2017.
1. FINANCIAL SUMMARY
The summarised financial results of your Company for the FY 2016 - 2017 are givenbelow:
( Rs in lakhs except earnings per share)
|Particulars ||2016 - 2017 ||2015 - 2016 |
|Total Income ||28419.99 ||22849.43 |
|Total Expenses ||23801.32 ||19304.45 |
|Profit Before Tax ||4618.67 ||3544.98 |
|Tax Expense ||1609.50 ||1259.64 |
|Profit After Tax ||3009.17 ||2285.34 |
|Basic earnings per share ||24.13 ||18.32 |
Note: Previous year figures have been reworked re-grouped re-arranged andre-classified to conform to the current year presentation.
Highlights of Performance Growth:
During the year ended 31st March 2017 the Company was able to achieve an impressivegrowth when compared to the previous year. The total income of the Company clocked at Rs284 19.99 lakhs during the FY 2016 - 2017 as against
Rs 228 49.43 lakhs during the FY 2015 - 2016. The total expenditure for the FY 2016 -2017 witnessed an increase of 23.29% which reached Rs 238 01.32 lakhs. The Companyachieved an all-time high profit of Rs 30 09.17 lakhs while the same for the previous yearwas Rs 22 85.34 lakhs. The Asset Under Management (AUM) of the Company as on 31st March2017 was stood at Rs 14 39 70.00 lakhs. The Net Interest Margin (NIM) improved to 63.43%as against 61.93% in the FY 2015 - 2016.
Based on the aggressive growth plans for the coming years Directors of your Companydecided to plough back the profit after tax for business activities and hence have notrecommended any dividend for the FY 2016 - 2017.
Out of the profits generated by the Company your Board has transferred an amount of Rs6 10.00 lakhs to the Statutory Reserves maintained under Section 45-ICof the Reserve Bankof India Act 1934. The Company has not transferred any amount to the General Reserve forthe FY ended 31st March 2017. Post transfer of profits to reserves your Board decided toretain Rs 76 24.65 lakhs as surplus in the Profit and Loss Account.
4. BONUS ISSUE
Your Directors have recommended to issue bonus shares in the ratio of 1:10 (i.e. oneshare for every ten shares held) having face value of Rs 10.00 by way of capitalisation ofreserves to the Members of the Company as a reward for your loyalty towards the Companyand Management. This will be subject to the approval of Members in the ensuing AnnualGeneral Meeting and Stock Exchanges where the shares of the Company are listed. The saidissue of bonus shares if approved would result in capitalisation of reserves amountingto Rs 1 24.73 lakhs.
5. RESOURCE MOBILISATION a) Share Capital
The authorised share capital of the Company is Rs 15 00.00 lakhs and the paid up sharecapital of the Company is Rs12 47.25 lakhs. The Company had not issued any equity shareseither with or without differential rights during the FY 2016 - 2017 and hence thedisclosure requirements under Section 43 and Rule 4 (4) of the Companies (Share Capitaland Debentures) Rules 2014 is not applicable.
Your Directors have decided to increase the authorised share capital of the Companyfrom the existing Rs 15 00.00 lakhs to Rs 25 00.00 lakhs subject to the approval ofMembers in the ensuing Annual General Meeting.
The Company had not issued any debentures during the FY 2016 - 2017. The residualportion of secured redeemable non-convertible debentures under private placement duringearlier years along with interest accrued is Rs 232.79 lakhs as on 31st March 2017. Thedebentures issued are secured by way of floating charge on the current assets of theCompany.
Trustees for Debenture Holders
Mr. A Gopalakrishnan Chartered Accountant Partner M/s. K. Venkatachalam Aiyer &Co. Chartered Accountants Building No. 41/3647 B First Floor Blue Bird TowersProvidence Road Kochi - 682 018 is the Debenture Trustee for ensuring and protecting theinterests of debenture holders. c) Public Deposits
Your Company is a Non - Banking Financial Company (NBFC) registered with Reserve Bankof India (RBI) having a Category A (Deposit Taking) License. The Company started acceptingpublic deposits during FY 2013 - 2014. The public deposits of the Company are rated as"FA-/Stable" by CRISIL.
The outstanding amount of public deposits as on 31st March 2017 received by theCompany including interest accrued at that date is Rs 115 17.98 lakhs. As on 31st March2017 there are 124 accounts of public deposits amounting to
Rs 1 61.54 lakhs which have become due for payment but have not been claimed by thedepositors.
Chapter V of the Companies Act 2013 relating to acceptance of deposits by Companiesis not applicable to the Company since it is an NBFC registered with RBI.
Communication to Deposit Holders
The Company has the practice of sending communication by registered post two months inadvance to the deposit holders whose accounts are about to mature. If the deposit holdersare not responding to the communication Company will contact the depositors in personinstructing them to surrender the fixed deposit certificate and claim the amount. In casewhere the depositors are not traceable due to change in address/phone numbers anotherregular communication is sent to the deposit holder and other modes to contact the depositholders are also initiated till the deposits are repaid.
Trustees for Deposit Holders
Subject to the provisions of RBI Guidelines for trustees of deposit holders of theNBFC your Company has appointed IDBI Trusteeship Services Limited as trustees forprotecting the interests of deposit holders.
As per the Master Circular - Miscellaneous Instruction to all NBFCs dated 01st July2014 NBFCs accepting/holding public deposits were directed to create a floating charge onthe Statutory Liquid Assets invested in terms of Section 45 - 1B of the RBI Act 1934 infavour of the depositors.
Your Company has created a floating charge on the Statutory Liquid Assets in favour ofIDBI Trusteeship Services Limited as trustee on behalf of the depositors as requiredunder the extant provisions.
d) Subordinated Debts
The Company had in the current year raised money through issue of subordinated debts.As of 31st March 2017 the total amount of outstanding subordinated debts includinginterest accrued was Rs 52 37.71 lakhs as against Rs 17 75.22 lakhs in the previous year. e)Bank Finance
The Company raised funds for its working capital resources mainly from banks. As on31st March 2017 the total outstanding amount of credit facilities from Banks were Rs 81481.62 lakhs as against Rs 738 24.75 lakhs as on 31st March 2016.
As on 31st March 2017 the Board of your Company consists of six Directors as follows:
|Category ||Name of Directors |
|Executive Director ||Mr. Thomas George Muthoot Managing Director |
|Non - Executive - Non Independent Directors ||Mr. Thomas John Muthoot Chairman |
| ||Mr. Thomas Muthoot Director |
|Non - Executive Independent Directors ||Mr. A.P. Kurian |
| ||Mr. R.K. Nair |
| ||Ms. Radha Unni |
The composition of the Board is as per the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) (LODR) Regulations 2015. All the Directors arehaving vast knowledge and experience in their relevant fields and the Company hadbenefitted immensely by their presence in the Board.
Mr. Thomas John Muthoot Director (DIN: 00011618) retires at the ensuing Annual GeneralMeeting (AGM) and being eligible offers himself for re-appointment. The Board ofDirectors recommends the re-appointment of Mr. Thomas John Muthoot as Director of theCompany. The detailed profile of Mr. Thomas John Muthoot recommended for re-appointmentis enclosed with the Notice for the 23rd AGM of the Company. a) Changes in Directorsand Key Managerial Personnel (KMP) during the FY 2016 - 2017
During the year under review there were no changes in the composition of the Board ofDirectors of your Company.
Mr. R. Manomohanan Chief Executive Officer one of the KMPs of the Company hasresigned with effect from 28th February 2017 due to personal reasons.
The following persons are the KMPs of the Company as recorded by the Board as on 31stMarch 2017:
|Mr. Thomas George Muthoot ||Managing Director |
|Mr. Vinodkumar M. Panicker ||Chief Finance Officer |
|Mr. Syam Kumar R. ||Company Secretary & Head - Governance |
b) Woman Director
In terms of the provisions of Section 149 of the Companies Act 2013 and Regulation 17(1) (a) of the SEBI (LODR) Regulations 2015 the Company shall have at least one WomanDirector on the Board. Your Company has Ms. Radha Unni as Woman Director on the Board ofthe Company.
c) Declaration by Independent Director(s) and re-appointment if any
The Company has three Independent Directors on the Board. On 01st April 2017 theCompany has received declaration from each Independent Director of the Company underSection 149 (7) of the Companies Act 2013 that they meet the criteria of independence aslaid down in Section 149 (6) of the Companies Act 2013 and subsequently the same wasplaced at the Board Meeting held on 18th April 2017.
A declaration by Managing Director confirming the receipt of this declaration fromIndependent Directors is annexed to this report as Annexure 1.
During the FY 2016 - 2017 the Company has conducted a development programme for itsIndependent Directors on the topic "An Awareness on Board Evaluation".
The presentation made in this regard is posted on the website of the Company and theweb link is:
(i)d) Policy on Board Diversity
The Policy on Board Diversity adopted by the Company includes the following:Diversityis ensured through consideration of a number of factors including but not limited toskills regional (ii) and industry experience background and other qualities.
The Company shall also take into account factors based on its own business model andspecific needs from time to time.
(iii) The Nomination & Remuneration Committee shall lead the process for Boardappointment and for identifying (iv) and nominating for approval of the Board candidatesfor appointment to the Board.
The benefits of experience/knowledge in the areas relevant to the Company and diversitycontinue to influence succession planning and continue to be the key criteria for thesearch and nomination of Directors to the Board.
(v) Board appointments are based on merit and candidates will be considered againstobjective criteria having due regard for the benefits of diversity on the Boardincluding gender.
e) Formal Annual Evaluation of Board and its Committees
Pursuant to Section 178 (3) of the Companies Act 2013 the Nomination &Remuneration Committee of the Company has formulated the criteria for determiningqualifications positive attributes and independence of Director and recommended to theBoard a policy on remuneration of the Directors Key Managerial Personnel and otheremployees. The Policy also includes the norms for evaluation of the Board its Committeesand individual Directors. Based on the recommendation of the Committee the said Policy onNomination & Remuneration was approved and adopted by the Board.
The Board has carried out an annual evaluation of its own performance its Committeesand Independent Directors excluding the Director being evaluated. Structured evaluationforms were prepared on the basis of the criteria laid down by the Policy on Nomination& Remuneration.
The Nomination & Remuneration Committee reviewed the performance of the individualDirectors on the basis of the duly filled evaluation forms submitted by the Directors.Each evaluation form prescribes various norms for evaluation such as understanding andknowledge of the market in which the Company is operating ability to appreciate theworking of the Company and the challenges it faces composition of the Board and itsCommittees attendance of meetings of the Board and its Committees extend ofparticipation and involvement in the meetings ability to convey his/her views andflexibility to work with others etc.
Separate meeting of Independent Directors was conducted during the FY 2016 - 2017 toreview: a) The performance of the Non-Independent Directors and the Board as a whole; b)The performance of the Chairman of the Company; and c) The quality quantity andtimeliness of flow of information between the management and the Board that is necessaryfor the Board to effectively and reasonably perform their duties.
All Directors participated in the evaluation survey and reviews was carried out. Theoutcomes of each evaluation forms were collated by the Nomination & RemunerationCommittee and placed before the Board on 18th April 2017. The Board reviewed the same andarrived at a conclusion that the performance of the Board its Committees and individualDirectors were exemplary.
The Board also noted the comments/suggestions of Independent Directors and Chairmen ofrespective Committees and discussed various initiatives to further strengthen Boardeffectiveness. f) Policy on Nomination and Remuneration
The Company's policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under Section 178 (3) of the Companies Act 2013 annexed herewith as Annexure2. g) Meetings of the Board
During the FY 2016 - 2017 your Board of Directors met five times on the followingdates: -
|19.04.2016 ||06.06.2016 ||14.07.2016 ||24.10.2016 ||18.01.2017 |
h) Audit Committee
As on 31st March 2017 the Audit Committee consists of four Non - Executive Directorsof which three are Non
- Executive Independent Directors. All the members of the Committee possess accountingor related financial management expertise. Composition of the Audit Committee is asfollows:
|Name of the Member ||Designation in the Committee ||Nature of Directorship |
|Mr. A.P Kurian ||Chairman ||Independent Director |
|Mr. Thomas Muthoot ||Member ||Non - Executive Non - Independent Director |
|Mr. R.K. Nair ||Member ||Independent Director |
|Ms. Radha Unni ||Member ||Independent Director |
The constitution and terms of reference of the Committee are in accordance with theSEBI (LODR) Regulations 2015 Companies Act 2013 and RBI Regulations which areelaborated in the Corporate Governance Report forming part of this Report.
i) Other Committees of the Board
The details of the other Committees of the Board their composition terms of referenceand the activities during the year are elaborated in the Corporate Governance Reportforming part of this Report.
7. SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY
The Company has no subsidiary/joint venture/associate company and hence consolidationand applicable provision under the Companies Act 2013 and Rules made thereunder are notapplicable to the Company.
8. CHANGE IN THE NATURE OF BUSINESS IF ANY
During the year under review there was no change in the nature of business of theCompany. The Company is mainly into the business of providing two wheeler loans. TheCompany had disbursed business/corporate loans to the extent of Rs 162 78.00 lakhs and ason 31st March 2017 the outstanding amount is Rs 181 79.21 lakhs.
The Company had entered into pool buyout arrangement of loan receivables amounting toRs 4 47.53 lakhs (after deducting 5% or 10% for MRR requirement). The aggregate amountoutstanding under loan buyout as on 31st March 2017 was Rs 6 72.09 lakhs.
The sourcing of two wheeler business for the Company takes place mainly at the dealerpoints for two wheelers. The Company has already activated 1800 dealers. It plans toactivate 400 - 500 dealerships/sub dealerships additionally in the FY 2016 - 2017.
The Company proposes to look at other means of funding like NCDs apart from theexisting means of financing by way of bank loans public deposits subordinated debts etc.
9. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes or events have occurred since the date of the Balance Sheet thatcould have any effect on the financial position of the Company.
10. CAPITAL ADEQUACY RATIO
Right from the inception your Company has been strong on capital adequacy. TheCompany's total Capital Adequacy Ratio (CAR) as on 31st March 2017 stood at 16.98% of theaggregate risk weighted assets on the Balance Sheet and risk adjusted value of the off -Balance Sheet items which is above the statutory minimum of 15%. Out of the above Tier ICAR stood at 13.61% and Tier II CAR stood at 3.37%. The CAR as on 31st March 2016 stoodat 15.40%.
11. CREDIT RATING
The Credit Rating enjoyed by the Company as on 31st March 2017 is as given below:
|Credit Rating Agency ||Instrument ||Rating as on 31st March 2017 ||Migration during the FY 2016 - 2017 |
|CRISIL ||Bank Facilities ||CRISIL A-/ Stable ||Downgraded from CRISIL A/Stable |
|CRISIL ||Public Deposits ||FA-/Stable ||Downgraded from FA/Stable |
|CRISIL ||Short Term Debt ||CRISIL A1 ||No change |
|CRISIL ||Non-Convertible Debentures ||CRISIL A-/ Stable ||Downgraded from CRISIL A/Stable |
12. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
Your Directors confirm that there were no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.
13. ADEQUACY OF INTERNAL AUDIT AND FINANCIAL CONTROLS
The Company has in place adequate Internal Audit and Financial Controls with referenceto the financial statements which is evaluated by the Audit Committee as per Schedule IIPart C of the SEBI (LODR) Regulations 2015.
Apart from Statutory Audit and Concurrent Audit your Company in compliance withSection 138 of the Companies Act 2013 had engaged M/s. Varma & Varma CharteredAccountants Kochi - 682 019 as the Internal Auditors of the Company for the FY 2016 -2017. Their scope of work includes review of operational efficiency effectiveness ofsystems & processes compliances and assessing the strengths and weaknesses ofinternal controls in all areas. Findings and observations of the Internal Auditors arediscussed and suitable corrective actions are taken as per the directions of AuditCommittee on an on-going basis to improve efficiency in operations. Thus the InternalAudit function essentially validates the compliance of your Company's processes andoperations with regulatory guidelines accounting procedures and Company's own internalrules and instructions.
The Company's internal control systems are well established and commensurate with thenature of its business and the size and complexity of its operations. The stabilized andeffective internal control system calibrates the risk appetite of your Company and ensurethat all its assets are safeguarded and protected to prevent any revenue leakage andlosses to the Company. Such controls enable reliable financial reporting also.
The Audit Committee oversees and reviews the functioning of the entire audit team andthe effectiveness of internal control system at all levels and monitors the implementationof audit recommendations. The present system of reporting ensures independence of theinternal audit function and symbolizes best corporate governance practices. Your Directorsconfirm that during the year under review there were no reportable material weaknesses inthe present systems or operations of internal controls.
14. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Aligning with its vision your Company has been continuing to increase value creationin the community in which it operates through its services and CSR initiatives so as tostimulate well-being for the community in fulfillment of its role as a responsiblecorporate citizen. The Company had undertaken a number of enriching and enliveningactivities in the areas of health education environment and livelihood. The Company'sCSR Policy is committed towards CSR activities as envisaged in Schedule VII of theCompanies Act 2013. The details of the CSR Policy and CSR Committee of the Company andthe initiatives undertaken by the Company on CSR activities during the year under revieware set out in Annexure 3 to this Report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014.
The CSR Policy is also available on the website of the Company by accessing thefollowing link:
The composition and other details of the CSR Committee is detailed in the CorporateGovernance Report.
15. AUDIT & AUDITORS a) Statutory Auditors
M/s. K. Venkatachalam Aiyer & Co. Chartered Accountants (FRN: 004610S) BuildingNo. 41/3647 B First Floor Blue Bird Towers Providence Road Kochi - 682 018 wereappointed as the Statutory Auditors of the Company during the 20th AGM held on 03rdSeptember 2014 for a period of three years. As per the provisions of Section 139 of theCompanies Act 2013 an audit firm shall not be appointed as the Statutory Auditors formore than two terms of five consecutive years and after completing such term the auditfirm shall not be eligible for re-appointment as auditor in the same Company for fiveyears from the completion of such term.
In this background yours Directors have recommended the appointment of M/s. Varma& Varma Chartered Accountants (FRN: 004532S) Sreeraghavam Kerala Varma Tower Bldg.No. 53/2600 B C D & E Off. Kunjanbava Road Vyttila P.O. Kochi - 682 019 KeralaIndia as the Statutory Auditors of the Company subject to the approval of Members for aperiod of five years from the conclusion of 23rd AGM. The Company had obtained acertificate from them that the appointment if made shall be in accordance with theprovisions of Section 141 of the Companies Act 2013.
Further your Directors confirm that there are no qualification reservation or adverseremark or disclaimer in the Independent Auditor's Report provided by Statutory Auditorsfor the FY 2016 - 2017. The notes to accounts forming part of financial statements areself-explanatory and need no further clarification. b) Secretarial Auditors
The Board had at its meeting held on 19th April 2016 appointed M/s. SVJS &Associates Company Secretaries 39/3519 B First Floor Padmam Apartments ManikkathRoad Ravipuram Kochi - 680 016 to conduct the Secretarial Audit for the year ended 31stMarch 2017 in compliance with the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The Secretarial Audit Report in form MR-3 submitted by the Secretarial Auditors forthe FY 2016 - 2017 is annexed to this Report as Annexure 4. The Directors of yourCompany confirms that there are no qualification reservation or adverse remark ordisclaimer in Secretarial Audit Report for the period under review.
16. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
Considering the nature of activities the provisions of Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 relatingto conservation of energy and technology absorption does not apply to your Company. TheCompany is however constantly pursuing its goal of technological upgradation in acost-effective manner for delivering quality customer service.
17. WHISTLE BLOWER POLICY OR VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
Your Company has in place a comprehensive Whistle Blower Policy in compliance withSection 177 (9) & 177 (10) of the Companies Act 2013 and as per Regulation 4 (2) (d)(iv) & 34 (3) read with Para 10 of Part C of Schedule V of the SEBI (LODR)Regulations 2015 which are reviewed and updated from time to time. Directors employeescustomers and other stakeholders of the Company can lodge complaints/disclosures regardingunethical behavior actual or suspected frauds or violation of the Company's Code ofConduct through the mechanism provided under Whistle Blower Policy. The mechanism alsoprovide for adequate safeguards against victimization of Director(s)/ employee(s) whoavail of the mechanism and also provides for direct access to the Chairman of the AuditCommittee in exceptional cases. No personnel have been denied access to the Chairman ofthe Audit Committee for giving any information on any integrity issue as envisaged in theWhistle Blower Policy.
The said policy is available on the website of the Company which can be accessed byfollowing link:
18. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has not given any loans or provided any guarantee except the investmentsmade in the PMS account with Hedge Equities Limitted pursuant to Section 186 of theCompanies Act 2013 during the period under review.
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Your Directors confirm that all contracts/arrangements/transactions entered into by theCompany during the FY 2016 - 2017 in compliance with the provisions of the Companies Act2013 and SEBI (LODR) Regulations 2015. The Company had obtained prior approval of theAudit Committee for all the related party transactions during the FY 2016 - 2017 asenvisaged in Regulation 23 (2) of the SEBI (LODR) Regulations 2015. Further the AuditCommittee had given prior omnibus approval under Regulation 23 (3) of the SEBI (LODR)Regulations 2015 for related party transactions that are foreseen and of repetitive innature during the period under review and the required disclosures are made to theCommittee on quarterly basis against the approval of the Committee.
In addition to the above the Company had obtained the approval of the Members forrelated party transactions with Muthoot Fincorp Limited and Muthoot Bankers at the AGMsheld on 03rd September 2014 and 21st August 2015 for a period of five years even thoughthe said transactions were not material in nature.
The disclosures as per Form AOC-2 under Section 134 (3) (h) of the Companies Act 2013read with Rule 8 (2) of the Companies (Accounts) Rules 2014 is annexed to this Report as Annexure5. All the related party transactions entered into by the Company were in the ordinarycourse of business on an arm's length basis and there were no material contracts orarrangement or transactions at arm's length basis during the period.
The Company has in place a Board approved Related Party Transaction Policy which can beaccessed at http://muthootcap.com/wp-content/uploads/RPT_Policy.pdf
The Company proposes to do business of sourcing of two-wheeler loans and its collectionthrough Muthoot Microfin Limited (MML) a related party. All terms of the said transactionare subject to the conditions that the prescribed price/charges payable under thecontracts shall be competitive based on the prevailing market price not prejudicial tothe interest of either parties.
Your Directors have decided to enter into the above transaction with MML for a periodof five years subject to the approval of Members at the ensuing AGM.
20. HUMAN RESOURCES
Your Company is well aware of the importance of its human capital and thus providespositive work environment which is conducive flexible and enriched. The Companycontinuously strive to build a best-in class organizational culture to attract build andretain talent at all levels. The Company have taken an integrated talent managementapproach that spans the complete employee lifecycle.
Your Company offers various benefits to employees including various statutory andnon-statutory staff welfare measures. All eligible employees are covered under statutoryprovisions namely Employees Provident Fund Employee State Insurance Maternity BenefitsGratuity etc.
The disclosures required under the provisions of Section 197 (12) of the Companies Act2013 read with Rule 5 (1) and 5 (2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended upto date is annexed to this Report as Annexure6.
Equity shares of your Company was listed on BSE Limited since 24th April 1995 and onNational Stock Exchange of India Limited since 24th August 2015. Your Company has paidthe required listing fees to both the Stock Exchanges for the FY 2017 - 2018.
22. CORPORATE GOVERNANCE REPORT
Your Company has taken adequate steps to adhere to all the stipulations laid down inRegulation 27 read with Part E of Schedule II and Schedule V of the SEBI (LODR)Regulations 2015 on Corporate Governance. The detailed report on Corporate Governancealong with certificate on Corporate Governance from the Statutory Auditors is forming partof this Report.
23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review is included asa separate section forming part of this Report.
24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment of women at the workplace. TheCompany has been employing 363 women employees in various cadres as on 31st March 2017.The Company has in place a Policy on Prevention Prohibition and Redressal of SexualHarassment of Women at Workplace and an Internal Complaint Committee in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and rules made thereunder for reporting and conducting inquiry intothe complaints made by the victim on the harassments at the work place. The functioning ofthe Committees were carried out as per letter and spirit contained in the provisions ofthe Act. During the FY 2016 - 2017 the Company has not received any complaint of sexualharassment and hence there were no complaints pending for redressal as on 31st March2017. The Company had conducted 11 workshops/awareness programs regarding womenempowerment during the period under review.
25. FAIR PRACTICE CODE (FPC)
The Company has in place a Fair Practice Code approved by the Board on 02nd April2012 in compliance with the guidelines issued by the RBI to ensure better service andprovide necessary information to customers to take informed decisions. The FPC is postedon the website of the Company and can be accessed at the following link:http://muthootcap.com/fair-practice-code/
The FPC is also reviewed by the Board at frequent intervals to ensure its level ofadequacy and appropriateness.
26. CUSTOMER GRIEVANCE
The Company has a dedicated Customer Grievance Cell for receiving and handling customercomplaints/grievances and ensuring that the customers are treated fairly and without biasat all times. All issues raised by the customers are dealt with courtesy and redressedexpeditiously.
27. EXTRACT OF ANNUAL RETURN
The extract of the annual return in form MGT-9 is annexed to this Report as Annexure7.
28. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the CompaniesAct 2013 your Directors state that: (i) in the preparation of the annual accounts theapplicable accounting standards had been followed along with proper explanation relatingto material departures; (ii) we had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period; (iii) we hadtaken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; (iv) we had prepared theannual accounts on a going concern basis; (v) we had laid down internal financial controlsto be followed by the Company and that such internal financial controls are adequate andwere operating effectively; and (vi) we had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
Your Directors sincerely acknowledge the contribution and support from shareholderscustomers depositors debenture holders Central and State governments Bankers SEBIBSE Limited National Stock Exchange of India Limited Registrar & Share TransferAgents Credit Rating Agencies Reserve Bank of India Registrar of Companies Kerala andLakshadweep and other Statutory and Regulatory Authorities for the kind co-operation andassistance provided to us.
Your Directors also place on record their special appreciation to each Muthootians andevery well-wisher for their continued commitment dedication and co-operation.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
|Kochi ||Thomas John Muthoot |
|18th April 2017 ||Chairman |
| ||DIN: 00011618 |