The Board of Directors of Aditya Birla Money Limited are pleased to present the 23rdAnnual Report together with the Audited Financial Statements of the Company for the yearended March 31 2019:
| || ||(Rs. in Crore) |
|Particulars ||Financial Year 2018-19 ||Financial Year 2017-18 |
|Revenue from Operations ||168.05 ||162.15 |
|Other Income ||3.61 ||2.65 |
|Total Income ||171.66 ||164.80 |
|Profit Before Tax ||14.00 ||10.10 |
|Tax Expenses ||4.01 ||2.80 |
|Profit for the year ||9.99 ||7.30 |
|Other Comprehensive Income ||0.25 ||(0.34) |
|Total Comprehensive Income for the year ||10.24 ||6.96 |
|Earnings per Equity Share (Face Value of Re.1/- each) || || |
|Basic ||1.78 ||1.31 |
|Diluted ||1.77 ||1.30 |
The financial statements have been prepared in accordance with the Indian AccountingStandards (Ind AS) notified under Section 133 of the Companies Act 2013 and the Companies(Indian Accounting Standards) Rules 2015.
The Company does not propose to carry any amount to the reserves.
In order to conserve cash for Company's operations your Directors do not recommend anydividend for the year under review.
STATE OF THE COMPANY'S AFFAIRS
Information on the operational and financial performance among others is provided inthe Management Discussion and Analysis Report which forms part of the Annual Report.
HOLDING AND SUBSIDIARY COMPANY
Aditya Birla Capital Limited is the Holding Company of the Company. During the yearunder review Aditya Birla Commodities Broking Limited a wholly owned subsidiary of theCompany got amalgamated with the Company with effect from December 14 2018 pursuant tothe National Company Law Tribunal Order dated November 14 2018 approving the Scheme ofAmalgamation and accordingly ceases to be a subsidiary of the Company.
CRISIL Limited and India Ratings & Research Pvt. Ltd. have assigned ratings of'CRISIL A1+' and 'IND A1 + ' for the Commercial Paper Programme of the Company for anamount of Rs.500 Crore.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the year under review all contracts and arrangements with related parties havebeen entered into by the Company in its ordinary course of business and at arm's length.The particulars of such contracts and arrangements with related parties are given in notesto the Financial Statements forming part of this Annual Report.
The details of the material related party transactions entered into during the yearunder review are provided in Form AOC-2 which is attached as "Annexure A"to this Report.
In accordance with the provisions of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has in place the Policy on dealing withRelated Party Transactions which is available on its website at the link:https://stocksandsecurities.adityabirlacapital.com/about-us/investor .
During the year under review the Company had issued and allotted 179219 EquityShares on exercise of the Options granted under the Employees Stock Option Scheme 2014 ofthe Company. Consequently as at March 31 2019 the paid-up Equity Share Capital of theCompany stood at Rs.5.63 Crore consisting of 56301357 Equity Shares of Re.1/- each.The Company has 1000000 8% Redeemable Non-Convertible Non-Cumulative Preference Sharesof Rs.100/- each outstanding as on March 31 2019. The Company had during the year withthe consent of the preference shareholder extended the period of redemption and increasedthe redemption price of the Preference Shares.
EMPLOYEE STOCK OPTIONS
Disclosure pursuant to Section 62(1)(b) of the Companies Act 2013 read with Rule 12 ofCompanies (Share Capital and Debentures) Rules 2014 & SEBI (Share Based EmployeeBenefits) Regulations 2014:
The Company had formulated the ABML Employee Stock Option Scheme-2014 (ABML ESOPScheme-2014) with the approval of the shareholders at the Annual General Meeting datedSeptember 09 2014.
|Nature of Disclosure ||Particulars |
|Options granted on December 02 2014 ||2509341 |
|Options outstanding as on April 01 2018 ||699531 |
|Options vested during the year ||177198 |
|Options exercised during financial year 2018-19 ||179219 |
|Total number of shares arising as a result of exercise of options ||179219 |
|Options lapsed ||Nil |
|Exercise Price ||Rs.34.25 per option |
|Variation of terms of options ||None |
|Money realised by exercise of options ||Rs.6138252/- |
|Total number of Options in force as on March 31 2019 ||520312 |
|Employee-wise details of options granted to: (i) Key Managerial Personnel ||No. of options granted ||No. of options outstanding |
|Mr. Murali Krishnan L.R.-Manager ||27473 ||10756 |
|Mr. Vikashh K Agarwal-Company Secretary (Resigned with effect from July 31 2017) ||32967 ||Nil |
|(ii) Any other employee who received a grant of options in the year under review amounting to 5% or more of total options granted during the year || ||Nil |
|(iii) Identified employees who were granted options during the year equal to or exceeding 1% of the issued capital excluding outstanding warrants and conversions of the Company at the time of grant. || ||Nil |
There has been no material change to the ESOP Scheme-2014 during the year and theScheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations 2014.The Disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits)Regulations 2014 has been hosted on the Company's website at the link: https:// stocksandsecurities.adityabirlacapital.com/about-us/investor.
A certificate received from the Auditors on the implementation of the Company'sEmployees Stock Option Scheme 2014 will be placed at the ensuing Annual General Meetingfor inspection by the Members.
Aditya Birla Capital Limited Employee Stock Option Scheme 2017
The shareholders of the Company vide a Special Resolution dated September 25 2017 hadapproved the extension of benefits of the Aditya Birla Capital Limited Employee StockOption Scheme 2017 to the employees of the Company and accordingly stock options weregranted to the employees of the Company. Total cost incurred by Aditya Birla CapitalLimited till date is being recovered from the Company over the period of vesting.Accordingly a sum of Rs.19285906/- has been recovered from the Company during the yearwhich has been charged to the Statement of Profit and Loss.
Mr. G. Vijayaraghavan and Mr. P. Sudhir Rao hold office as Independent Directors tillthe conclusion of the ensuing AGM. Mr. G. Vijayaraghavan and Mr. P. Sudhir Rao haveoffered themselves for re-appointment for a second term of five years from the conclusionof the ensuing AGM till the conclusion of the 28th AGM to be held in the year2024.
In accordance with the provisions of Section 149 of the Companies Act 2013 theIndependent Directors have given a declaration that they meet the criteria of independenceas provided in the said Section and in terms of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
Mr. Tushar Shah retires by rotation at the ensuing AGM and being eligible offershimself for re-appointment.
KEY MANAGERIAL PERSONNEL
During the year under review Mr. Rajesh Gandhi resigned as the Company Secretary ofthe Company with effect from October 17 2018 and Ms. Sangeeta Shetty has been appointedas the Company Secretary of the Company with effect from October 18 2018.
The Board of Directors at their Meeting held on April 25 2019 had subject to theapproval of the Members re-appointed Mr. Murali Krishnan L. R. as Manager for a period offive years with effect from May 06 2019. The necessary resolution in this regard is beingplaced for approval of the Members at the ensuing AGM.
The Board of Directors of the Company met 4 (four) times during the Financial Year2018-19 on April 26 2018 July 19 2018 October 17 2018 and January 17 2019.
The Company has in place a mechanism for evaluation of the performance of the BoardCommittees Individual Directors and the Chairman of the Board. The evaluation processinter-alia reviews participation of Directors at meetings domain knowledge businessawareness and adherence to governance.
A formal annual evaluation had been made by the Independent Directors and the Board ofthe performance of the Committees Individual Directors Chairman and the Board for theyear under review. The evaluation has been satisfactory and adequate and meets thecorporate governance requirement of the Company.
The Audit Committee comprises of:
|Mr. P. Sudhir Rao ||Chairman Independent Director |
|Mr. G. Vijayaraghavan ||Independent Director |
|Mr. Shriram Jagetiya ||Non-Executive Director |
During the year under review all recommendations of the Audit Committee were acceptedby the Board.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to thefinancial statements. The controls comprise of policies and procedures for ensuringorderly and efficient conduct of the Company's business including adherence to itspolicies the safeguarding of its assets the prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timely preparationof reliable financial information.
VIGIL MECHANISM (WHISTLE BLOWER POLICY)
In accordance with Section 177(9) of the Companies Act 2013 read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBIListing Regulations the Company has established a Vigil Mechanism (Whistle Blower Policy)for Directors and Employees to report concerns. The Whistle Blower Policy has been hostedon the Company's website at the link:https://stocksandsecurities.adityabirlacapital.com/about- us/investor .
The Company has in place a Risk Management Policy for identification assessmentmeasurement and reporting of business risks faced by the Company. The Risk GovernanceCommittee monitors the risk management process.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
In accordance with Section 135 of the Companies Act 2013 the Company has a CorporateSocial Responsibility (CSR) Committee consisting of the following Members:
|Mr. G. Vijayaraghavan ||Chairman Independent Director |
|Mr. Gopi Krishna Tulsian ||Non-Executive Director |
|Ms. Pinky A Mehta ||Non-Executive Director |
The CSR Policy of the Company is available on its website at the link:https://stocksandsecurities.adityabirlacapital.com/ about-us/investor and details thereofare provided as "Annexure B" to this Report.
The Report of the Auditors M/s. S. R. Batliboi & Co. LLP Chartered Accountants(ICAI Firm Registration Number: 301003E/E300005) does not contain any qualificationreservation adverse remark or disclaimer. The Auditors have not reported any fraud to theAudit Committee or the Board of Directors under Section 143(12) of the Companies Act 2013during the year under review.
M/s. BNP & Associates Practicing Company Secretaries were appointed as theSecretarial Auditors to conduct the Secretarial Audit for the financial year ended March31 2019. The Secretarial Audit Report in Form MR-3 and the Secretarial Compliance Reportfor the financial year 2018-19 forms part of this Report as "Annexure C".The Reports do not contain any qualification observation reservation adverse remark ordisclaimer.
The Company has complied with the Secretarial Standards on Meetings of the Board ofDirectors (SS-1) and General Meetings (SS-2).
A copy of the Annual Return has been placed on the website of the Company and can beaccessed at the link: https://stocksandsecurities.adityabirlacapital.com/about-us/investor.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review is presented asa separate section forming part of this Annual Report.
The Compliance Certificate from Ms. B. Chandra Practicing Company Secretary regardingcompliance of conditions of Corporate Governance is annexed to this Report as "AnnexureD".
The Remuneration Policy of the Company is available on its website at the link:https://stocksandsecurities . adityabirlacapital.com/about-us/investor and the salientfeatures of the Policy in accordance with the provisions of Section 178(3) of theCompanies Act 2013 is placed as "Annexure E" to this Report.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given in "Annexure F"to the Board's Report. Details as required under Rule 5(2) and 5(3) of the said Rules areavailable for inspection at the Registered Office of the Company during working hours fora period of twenty one days before the date of the AGM in accordance with Section 136(1)of the Companies Act 2013. Any member interested in obtaining a copy thereof may write tothe Company Secretary at the Registered Office of the Company.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace andhas complied with the provisions relating to the constitution of Internal ComplaintsCommittee under the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. No case was reported during the year under review.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Conservation of energy-The Company's operations are not energy intensive. Adequatemeasures have been taken to conserve energy wherever possible.
b) Technology absorption-The minimum technology required for the business has beenabsorbed.
c) Foreign exchange earnings and outgo-The Company did not enter into any foreigncurrency transactions in the current year and previous year.
During the year under review there has been no change in the nature of business of theCompany.
There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company i.e. March31 2019 and the date of this Board's Report.
The Company does not have and during the financial year ended March 31 2019 has notaccepted any deposit covered under Chapter V of the Companies Act 2013.
As on March 31 2019 the Company has not given loans made investments or providedguarantees or securities as covered under Section 186 of the Companies Act 2013.
No significant or material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and Company's operations in future.
The Company is not required to maintain cost records under Section 148 of the CompaniesAct 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with Section 134(5) of the Companies Act 2013 your Directors statethat:
a) in the preparation of the annual accounts for the year ended March 31 2019 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2019 and of the profit of theCompany for year ended on that date;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down Internal Financial Controls to be followed by the Company andthat such Internal Financial Controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Your Directors take this opportunity to express their appreciation for the support andco-operation extended by the Members and other business associates. Your Directorsgratefully acknowledge the ongoing co-operation and support provided by the GovernmentRegulatory and Statutory bodies.
Your Directors place on record their deep appreciation for the exemplary contributionmade by the employees of the Company at all levels. Their dedicated efforts and enthusiasmhave been pivotal to the Company's growth.
| ||For and on behalf of the Board of Directors |
| ||Aditya Birla Money Limited |
| ||Gopi Krishna Tulsian |
|Place : Mumbai ||Chairman |
|Date : April 25 2019 ||DIN : 00017786 |