The Board of Directors of Aditya Birla Capital Limited ("your Company" or"the Company" or "ABCL") is pleased to present the 14th(fourteenth) Annual Report and the Audited Financial Statements (Consolidated andStandalone) of your Company for the financial year ended 31st March 2021("financial year under review").
FINANCIAL SUMMARY AND HIGHLIGHTS
The highlights of the Consolidated and Standalone Financial Statements are detailedhereunder.
Your Companys financial performance for the financial year ended 31stMarch 2021 as compared to the previous financial year ended 31st March 2020 issummarised below:
( Rs. In Cr)
| || |
|Standalone || |
|Particulars ||2020-21 ||2019-20 ||2020-21 ||2019-20 |
|Revenue from operations ||19247.79 ||16691.18 ||107.89 ||199.82 |
|Profit before share of Joint Venture Companies exceptional items and Tax ||1277.28 ||1038.81 ||72.29 ||56.82 |
|Share of Profit / (Loss) of Joint Venture Companies ||268.41 ||250.92 ||- ||- |
|Exceptional Items ||- ||(9.99) ||- ||(29.17) |
|Profit / (Loss) before Tax ||1545.69 ||1279.74 ||72.29 ||27.65 |
|Tax Expense ||440.04 ||413.63 ||(0.74) ||(2.20) |
|Profit / (Loss) aer Tax Attributable to: ||1105.65 ||866.11 ||73.03 ||29.85 |
|Owners of the Company ||1126.54 ||919.78 ||73.03 ||29.85 |
|Non-Controlling Interest ||(20.89) ||(53.67) ||- ||- |
|Other Comprehensive Income Attributable to: ||60.19 ||74.63 ||0.25 ||(0.46) |
|Owners of the Company ||26.57 ||24.18 ||0.25 ||(0.46) |
|Non-Controlling Interest ||33.62 ||50.45 ||- ||- |
|Total Comprehensive Income Attributable to: ||1165.84 ||940.74 ||73.28 ||29.39 |
|Owners of the Company ||1153.11 ||943.96 ||73.28 ||29.39 |
|Non-Controlling Interest ||12.73 ||(3.22) ||- ||- |
|Profit / (Loss) attributable to owners of the Company ||1126.54 ||919.78 ||73.03 ||29.85 |
The above figures are extracted from the Consolidated and Standalone FinancialStatements prepared in accordance with Indian Accounting Standards ("IND AS") asnotified under Sections 129 and 133 of the Companies Act 2013 ("the Act") readwith the Companies (Accounts) Rules 2014 and other relevant provisions of the Act and theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations")
RESULTS OF OPERATIONS AND THE STATE OF COMPANYS AFFAIRS
For the financial year ended 31st March 2021 on a Standalone basis revenueof the Company was Rs. 107.89 Crore and Net Profit was Rs. 73.03 Crore.
Key Highlights of the Companys Consolidated performance for the financial yearended 31st March 2021 are as under:
Strong growth across businesses leading to delive of highest ever consolidatedprofit despite a Covid-hit year
Consolidated Revenue: _ 19248 Crore (grew 15% year on year)
Consolidated Net Profit: _ 1127 Crore (grew 22% year on year)
Active customer base at 24 million (grew 22% year on year) aided by focus ongranular retail growth across all businesses of the subsidiaries
Overall AUM across asset management life insurance and health insurance at over_ 335000 Crore (grew 10% year on year)
Overall lending book (NBFC and Housing Finance) at ~ _ 60000 Crore (grew2% year on year)
Gross premium (across Life and Health Insurance) at _ 11076 Crore (Grew 25%year on year) The financial results of the Company and major Subsidiaries are elaboratedin the Management Discussion and Analysis Report which forms part of this Annual Report.
The Consolidated and Standalone Financial Statements of the Company have been preparedin accordance with Indian Accounting Standards as notified under Sections 129 and 133 ofthe Act read with the Companies (Accounts) Rules 2014 as amended and other relevantprovisions of the Act. In accordance with the provisions of the Act applicable AccountingStandards the SEBI Listing Regulations the Audited Standalone and Consolidated FinancialStatements of the Company for the financial year ended 31st March 2021together with the Auditors Report forms part of this Annual Report. The AuditedFinancial Statements (including the Consolidated Financial Statements) of the Company asstated above and the Financial Statements of each of the Subsidiaries of the Companywhose financials are consolidated with that of the Company are available on theCompanys website at https://www.adityabirlacapital.com/Investor-Relations.
MATERIAL EVENTS DURING THE YEAR
Impact on the Business Continuity of the Company and Subsidiaries amidst the spread ofCOVID-19
The outbreak of COVID-19 pandemic has severely impacted social and economic activitiesacross the World. WHO has declared COVID-19 as a global Pandemic. The Government of Indiaas a preventive measure to contain the spread of COVID-19 and to flatten the curvedeclared a nationwide lockdown from 24th March 2020 and took various measuresto control the spread of infection.
The continual disruptions caused by the COVID-19 pandemic and frequent lockdowns led toa difficult situation. The Company and its Subsidiaries responded proactively to thesechallenges posed by lockdown by activating their respective Business Continuity Plans(BCP). As a result all the critical activities could be managed with employees workingfrom home with the required controls being in place.
The Company and its Subsidiaries have since been able to reduce the impact of lockdownby taking a slew of measures including digitally enabling the front end sales force allsupport functions working from Home reducing costs etc. Overall the
Company and its Subsidiaries could ensure seamless servicing of customers without anymajor issues during the crisis through constant focus on a robust digital strategy. Thedetails of BCP with reference to COVID-19 are covered comprehensively under the BusinessContinuity section.
HOLDING/SUBSIDIARIES/JOINT VENTURES/ ASSOCIATES COMPANIES
During the financial year under review Grasim Industries Limited continued to remainthe Holding Company of your Company. Grasim Industries Limited is listed at BSE Limitedand National Stock Exchange of India Limited. As per Regulation 16(c) of SEBI ListingRegulations your Company is considered as a Material Subsidia of Grasim IndustriesLimited.
As a Core Investment Company the Company is primarily a Holding Company and holdsinvestments in its Subsidiaries. The Company conducts its business through itsSubsidiaries in the various business segments in which they operate. As on 31stMarch 2021 the Company had 19 (Nineteen) Indian Subsidiaries and 6 (Six) ForeignSubsidiaries (including step down Subsidiaries).
Provisions of Regulations 24 and 24A of SEBI Listing Regulations with reference toSubsidiaries were duly complied to the extent applicable. During the financial year underreview the major changes with respect to the Subsidiaries of your Company were as under:
Aditya Birla Sun Life AMC Limited ("ABSLAMC") a material subsidiaof the Company filed a dra red herring prospectus (DRHP) dated 19thApril 2021 with the Securities and Exchange Board of India for an initial public offeringby way of an offer for sale ("IPO") of up to 38880000 equity shares of facevalue of _5 each constituting up to 13.50% of the paid-up share capital of ABSLAMCsubject to relevant approvals as required and other considerations. The above IPOcomprises of an offer for sale of up to 2850880 equity shares of face value of _5 eachheld by your Company in ABSLAMC.
Pursuant to Regulation 24(5) of the SEBI Listing Regulations approval of theMembers of the Company by way of special resolution is being sought through postal ballotnotice dated 7th May 2021 for potential dilution sale of stake or reduction ofshareholding of the Company to less than or equal to fiy percent of the paid upcapital in Aditya Birla Sun Life AMC Limited as may be applicable on such terms andconditions as deemed fit by the Board of Directors. The result of the above postal ballotshall be announced on or before 11th June 2021. Further details are provided inthe Corporate Governance Report which forms part of this Annual Report.
Aditya Birla Capital Investments Private Limited a non-material subsidia ofthe Company was voluntarily struck off from the Registrar of Companies beingnon-operational and inoperative with effect from 25th Februa 2021 and henceceased to be a subsidia of the Company.
As required under Regulations 16(1)(c) and 46 of the SEBI Listing Regulations theBoard has approved and adopted the Policy for determining Material Subsidiaries. ThePolicy is available on the Companys website at https://www.adityabirlacapital.com/Investor-Relations/Policies-and-Codes. During the financial year under review AdityaBirla Sun Life Insurance Company Limited Aditya Birla Finance Limited Aditya Birla SunLife AMC Limited and Aditya Birla Housing Finance Limited were the material subsidiariesof the Company as per Regulation 16(1)(c) of the SEBI Listing Regulations.
JOINT VENTURES/ ASSOCIATES
As per the provisions of the Act the Company did not have any Joint Ventures/Associates during the financial year under review.
REGISTRATION AS A CORE INVESTMENT COMPANY _"CIC"_ refer footnote
The Company is registered as a Non-Deposit taking Systemically Important - CoreInvestment Company ("CIC-ND-SI") pursuant to the receipt of Certificate ofRegistration from the Reserve Bank of India dated 16th October 2015 underSection 45-IA of the Reserve Bank of India Act 1934 ("RBI Act") and MasterDirection Core Investment Companies (Reserve Bank) Directions 2016 as amended("RBI Master Directions").
TRANSFER TO RESERVES
For the financial year ended 31st March 2021 an amount of _14.66 Crore wastransferred to Special Reserve in terms of Section 45-IC of the Reserve Bank of India Act1934.
Your Directors do not recommend any dividend for the financial year under review. Interms of the provisions of Regulation 43A of the SEBI Listing Regulations your Companyhas formulated and adopted a Dividend Distribution Policy. The policy is available on yourCompanys website at https://www.adityabirlacapital.com/investor-relations/policies-and-codes.
As on 31st March 2021 the Companys paid-up Equity Share Capital was_24152779780 divided into 2415277978 Equity Shares of _10 each.
During the financial year under review the Company allotted 431754 Equity Sharespursuant to exercise of Stock Options and Restricted Stock Units granted under ABCLIncentive Scheme for Stock Options and Restricted Stock Units 2017 and 1085516Equity Shares pursuant to exercise of Stock Options Restricted Stock Units andPerformance Restricted Stock Units granted under Aditya Birla Capital Limited EmployeeStock Option Scheme 2017 respectively ("ESOP Schemes"). Pursuant to theallotment of Equity Shares under the aforesaid ESOP Schemes the paid-up Equity ShareCapital of the Company increased from _24137607080 as on 31st March 2020 to_24152779780 as on 31st March 2021.
Mr. Amber Gupta Company Secreta and Compliance Officer of the Company has beenappointed as the Nodal Officer and Mr. Pramod Bohra Joint Vice President has beenappointed as the Deputy Nodal Officer for and on behalf of the Company for the purpose ofverification of claims and co-ordination with Investor Education and Protection FundAuthority. Their details are available on the website of the Company athttps://www.adityabirlacapital.com/investor-relations/ shareholder-centre.
As on 31st March 2021 out of the Companys paid-up Equity ShareCapital comprising of 2415277978 Equity Shares 2384552256 Equity Shares (98.73%)were held in dematerialised mode.
The Companys Equity Shares are compulsorily tradable in electronic form.
During the financial year under review no funds have been mobilised by way ofNon-Convertible Debentures (NCD) Term Loans / Working Capital Demand Loan (WCDL) frombanks or through Commercial Paper.
(Statuto Disclaimer: Please note that RBI does not accept any responsibility orguarantee of the present position as to the financial soundness of the Company or thecorrectness of any of the statements or representations made or opinions expressed by theCompany and for repayment of deposits/ discharge of liabilities by the Company.)
INVESTMENT IN SUBSIDIARIES
During the year under review the Company subscribed to equity share capital in thefollowing Subsidiaries:
|Name of Subsidia ||Amount of capital Infused (Equity shares) (Rs. in Cr) |
|Aditya Birla Health Insurance Co. Limited ||163.20 |
|ABCAP Trustee Company Private Limited ||0.02 |
Further details of investment in subsidiaries are stated in the notes to the financialstatements forming part of this Annual Report.
The Company has neither issued any debt instruments nor undertaken any fixed depositprogramme or any scheme or proposal involving mobilisation of funds in India or abroadduring the financial year under review. However the Company has continued to avail thebelow ratings from Credit Rating agencies to meet any unforeseen fund requirements andensure continuation of ratings through any of the following instruments:
(Rs. In Cr)
|Nature of Instrument ||Name of the Instrument ||Name of Credit Rating Agency ||Amount Rated ||Current Rating |
|1 Short Term Instrument ||Commercial paper ||CRISIL ||300 ||A1+ |
|2 Short Term Instrument ||Commercial paper ||ICRA Ltd ||300 ||A1+ |
|3 Long Term Instrument ||Non- Convertible Debenture ||ICRA Ltd ||200 ||AAA |
The Company being a Non-Deposit taking Systemically Important Core Investment Companyhas not accepted any deposits from the public during the financial year under review inaccordance with Section 73 of the Act read with the Companies (Acceptance of Deposits)Rules 2014.
PARTICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN OR SECURITY PROVIDED
The Company is registered as a Core Investment Company with Reserve Bank of India.Thus particulars of loans guarantees and investments under the provisions of Section 186of the Act read with the Companies (Meetings of Board and its Powers) Rules 2014 are notapplicable to the Company.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
As the Company is a Core Investment Company caring out its activities through itsSubsidiaries the particulars regarding conservation of energy and technology absorptionas required to be disclosed pursuant to provision of Section 134(3)(m) of the Act readwith Rule 8(3) of the Companies (Accounts) Rules 2014 are not relevant to its activities.
However some of the steps taken by the Company along with its Subsidiaries forconservation of energy include:
The Company and its Subsidiaries are committed to reducing negativeenvironmental impact.
The Company along with Subsidiaries tied up with ViaGreen an organization thathelps us in waste management and recycling.
Most of the offices of the Company and its subsidiaries have installed LEDlights making them ve energy-efficient. Further our first rooop solar panel wasinstalled at Bengaluru offices. Similar renewable energy installations in other officebuildings will be taken up in future.
As a step towards further reducing the environmental impact the documents forBoard and Committee meetings of the Subsidiaries are transmitted electronically using asecure web-based application thereby saving paper.
The energy saving measures also include selecting and designing offices tofacilitate maximum natural light utilisation video-conferencing facilities across alloffices to reduce the need of employee travel digital learning initiatives for employeesoptimised usage of lights and continuous monitoring and control of the operations of theair conditioning equipment as well as elimination of non-recyclable plastic in offices.
FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings during the financial year under review as wellas during the previous financial year. However the foreign exchange outgo during thefinancial year under review was _0.51 Crore as compared to _0.17 Crore during theprevious financial year.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are attached as Annexure I to this report.
Details as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 withrespect to information of employees of the Company will be provided upon request by aMember. In terms of the provisions of Section 136(1) of the Act the Annual Report isbeing sent to all the Members of your Company whose email address(es) are registered withthe Company / Deposito Participants via electronic mode excluding the aforesaid detailswhich shall be made available for inspection by the Members via electronic mode. If anyMember is interested in obtaining a copy thereof the Member may write to the CompanySecreta at the Registered Office of the Company in this regard or send an email firstname.lastname@example.org.
BUSINESS RESPONSIBILITY REPORT
Your Company forms part of the top 1000 listed entities on BSE Limited and NationalStock Exchange of India Limited as on 31st March 2021. Accordingly pursuant toRegulation 34(2) of SEBI Listing Regulations Business Responsibility Report forms part ofthis Annual Report describing the initiatives taken by the Company and its Subsidiariesfrom environmental social and governance perspective. The report is also available onyour Companys website at https://www.adityabirlacapital.com/%20investor-relations/financial-reports.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of theCompany from the end of the financial year up to the date of this Report.
CHANGE IN NATURE OF BUSINESS
During the financial year under review there has been no change in the nature ofbusiness of the Company.
EMPLOYEE STOCK OPTION PLAN
Employee Stock Options have been recognised as an effective instrument to attracttalent and align the interest of employees with that of the Company providing anopportunity to the employees to share in the growth of the Company and to create long termwealth in the hands of employees thereby and acting as a retention tool.
In view of the above your Company had formulated "Aditya Birla Capital LimitedEmployee Stock Option Scheme 2017" ("Scheme 2017") for the employees of theCompany and its Subsidiaries.
Your Company also adopted "ABCL Incentive Scheme for Stock Options and RestrictedStock Units 2017" ("ABCL Incentive Scheme") pursuant to theComposite Scheme of Arrangement between erstwhile Aditya Birla Nuvo Limited and GrasimIndustries Limited and the Company and their respective Shareholders and Creditors.
The aforesaid ESOP Schemes are in compliance with the Securities and Exchange Board ofIndia (Share Based Employee Benefits) Regulations 2014.
Your Company also adopted "Aditya Birla Capital Limited Stock Appreciation RightsScheme 2019" ("SARs Scheme 2019") which is a cash based plan linked to theactual stock price movement over the plan tenure. Further details on the same are providedin the Corporate Governance Report which forms part of this Annual Report.
There were no material changes made to the aforesaid schemes during the financial yearunder review.
The details/disclosure(s) on the aforesaid Employee Stock Option Scheme(s) as requiredto be disclosed under the SEBI (Share Based Employee Benefits) Regulations 2014 areavailable on the Companys website at https://www.adityabirlacapital.com/investor-relations/financial-reports. Certificates from the Statuto Auditors on theimplementation of your Companys Employee Stock Option Scheme(s) will be madeavailable via electronic mode at the ensuing 14th (Fourteenth) AnnualGeneral Meeting ("AGM") of the Company for inspection by the Members.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to 34(2) of SEBI Listing Regulations the Management Discussion and AnalysisReport for the financial year under review forms part of this Annual Report.
CORPORATE GOVERNANCE REPORT
The Corporate Governance Report as stipulated under Regulation 34(3) read with ScheduleV of the SEBI Listing Regulations forms part of this Annual Report. The requisitecertificate from M/s. Makarand M. Joshi & Co. Practising Company Secretaries oncompliance with the requirements of Corporate Governance is attached as Annexure IIto the Boards Report.
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF SUBSIDIARIES
A report on the performance and financial position of each of the CompanysSubsidiaries as per Section 129(3) of the Act read with the Companies (Accounts) Rules2014 in the prescribed form AOC-1 is attached as Annexure III to the BoardsReport.
Risk Management is at the core of our business and ensuring we have the rightrisk-return trade-off in line with our risk appetite is the essence of our Risk Managementwhile looking to optimize the returns that go with that risk.
The Board has constituted a Risk Management Committee as required under Regulation 21of the SEBI Listing Regulations to frame implement and monitor the risk management planof the Company
The objectives and scope of the Risk Management Committee broadly include:
Risk Response and Risk Management strategy; and
Risk monitoring communication and reporting.
The Management Discussion and Analysis Report sets out the risks identified and themitigation plans thereof.
The financial year 2020-21 witnessed disruption and challenges due to the pandemic andconsequent lockdowns. The Company and its Subsidiaries showed good resilience due to thestrong Business Continuity Plan and Pandemic Plans in place. The Company is a CoreInvestment Company ("CIC") and its operations are limited to those of a CIC. Therisks therefore largely relate to investments made in its Subsidiaries. The operations ofeach of the Subsidiaries the risks faced by them and the risk mitigation tools used tomanage them are reviewed periodically by their Risk Management Committees and Board ofDirectors. The same are also reviewed by the Risk Management Committee and Board ofDirectors of the Company. Over the years the Company and its Subsidiaries have built astrong Risk Management Framework supported by well-established policies and procedures anda talented pool of Risk Professionals. The Company was able to face the unprecedentedchallenges during the year and emerged stronger during these turbulent times due to someof these policies and frameworks. All the Subsidiaries of the Company havewell-established Risk Management frameworks designed to identify assess monitor andmitigate risks inherent in the business. The framework enables effective risk managementthrough a structure of Committees policies internal controls and reporting. Theorganizational structure to manage the risk consists of "Three lines ofdefense": First is: Line Management (Functional Heads) to ensure thataccountability and ownership is as close as possible to the activity that creates therisks; Second is: Risk Oversight including the Risk and Compliance Function andRisk Management Committee Third is: Independent Assurance through Internal Auditconducted by Independent Internal Auditors whose work is reviewed by the Audit Committee.
Risk Management Committee Asset Liability Management Committee Investment Committeeand Audit Committee have been set-up to ensure monitoring of risks and Governance asapplicable. These Committees are prima facie governed by their Charters.
The Company has in place a Risk Management Policy which has been uploaded on thewebsite of the Company at https://www.adityabirlacapital.com/investor-relations/policies-and-codes.
The Company and its Subsidiaries have a well-documented Business Continuity ManagementProgramme which has been designed to ensure continuity of critical processes during anydisruption.
The continual disruptions caused by the COVID-19 pandemic and frequent lockdowns testedthe Business Continuity Policy of the Company. Nevertheless it continued to operate inline with the procedures outlined in its Business Continuity Plan which was modified totake care of the evolving situation and a Pandemic Plan was developed keeping in view theinterest of various stakeholders like employees customers partners distributors etc.within the overall regulato requirements and guidelines. As a result your Company andits Subsidiaries were able to continue to operate and serve customers while taking care ofthe health of their employees. To manage the impact of the pandemic on the Company aCrisis Management Team (CMT) comprising of Leadership Team members and led by the ChiefExecutive Officer of the Company was formed. The program was managed by Chief Compliance& Risk Officer with the support of other Leadership Team members.
The Risk team of each of the Subsidiaries coordinated with various business functionsto implement the Work from Home plan for employees to ensure Business Continuity withoutdilution of controls.
Employees health and safety was accorded top priority. Various steps were takenwell before the lockdown to reduce congestion in office maintain social distancing andenable Work from home for employees. Critical processes were identified reviewed for workfrom home scenario and wherever required alternate controls were instituted. The work fromhome plan was tested well in advance and glitches ironed out. Aer announcement ofthe nation-wide lockdown Work-from-Home (WFH) was fully enabled for all employees.
The Business Continuity Plan was also supplemented with a Business Normalisation plan.This enabled the Company and its Subsidiaries to resume Business Operations wherever theconditions had normalised. As the COVID-19 pandemic continues to evolve the efforts willbe to support an effective return to work while ensuring safety of employees distributionpartners and customers. The Company and its Subsidiaries expect the challenging times tocontinue for the next few months. However it is well prepared to ensure stabilization andBusiness continuity.
In view of the increased move to digital there was a continued focus on Cyber Securityand the Company and its Subsidiaries continued to invest in a strong Cyber DefenceProgramme.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the financial year under review all transactions entered into by the Companywith related parties were in ordina course of business and on an arms length basisand were not considered material as per the provisions of Section 188 of the Act read withthe Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 23 of the SEBIListing Regulations. Hence disclosure in form AOC-2 under Section 134(3)(h) of the Actread with the Rule 8 of the Companies (Accounts of Companies) Rules 2014 is notapplicable. Prior omnibus approval of the Audit Committee is obtained for Related PartyTransactions ("RPTs") which are of a repetitive nature and entered into in theordina course of business and at arms length. A statement on RPTs specifying thedetails of the transactions pursuant to each omnibus approval granted is placed on aquarterly basis for review by the Audit Committee. Pursuant to Regulation 23(9) of SEBIListing Regulations 2015 disclosures of RPTs on a consolidated basis are submitted tothe stock exchanges on a half-yearly basis and published on the Companys websitehttps://www.adityabirlacapital.com/ investor-relations/announcements-and-updates. Therewere no material transactions entered into with related parties during the period underreview which may have had any potential conflict with the interests of the Company atlarge. The details of contracts and arrangements with related parties of your Company forthe financial year under review are given in notes to the Standalone FinancialStatements which form part of this Annual Report. The Policy on Related PartyTransactions as approved by the Board is available on your Companys website athttps://www.adityabirlacapital.com/ investor-relations/policies-and-codes.
INTERNAL FINANCIAL CONTROLS
Your Company and its Subsidiaries have well-established internal control systems inplace which are commensurate with the nature of its business and size and scale andcomplexity of its operations. Standard operating procedures (SOP) and Risk ControlMatrices designed to provide a reasonable assurance are in place and are beingcontinuously monitored and updated. In addition to the above internal audits areundertaken on periodic basis to independently validate the existing controls as per scopeassigned to them. The Internal audit program is reviewed by the Audit Committee at thebeginning of the year to ensure that the coverage of the areas is adequate. Reports of theinternal auditors are regularly reviewed by the management and corrective action isinitiated to strengthen controls and enhance the effectiveness of existing systems.
Significant audit observations if any are presented to the Audit Committee along withthe status of management actions and the progress of implementation of recommendations.Your Company along with its Subsidiaries also periodically engage outside experts to carout independent review of the effectiveness of various business processes. Theobservations and best practices suggested are reviewed by the Management and AuditCommittee and appropriately implemented with a view to continuously strengthen internalcontrols.
The Company has in place an adequate internal audit framework to monitor the efficacyof internal controls with the objective of providing to the Audit Committee and the Boardof Directors an independent and reasonable assurance on the adequacy and effectiveness ofthe organizations risk management internal control and governance processes. Theframework is commensurate with the nature of the business size scale and complexity ofits operations. The audit plan is approved by the Audit Committee which regularly reviewscompliance to the plan.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act and to the best of their knowledge and belief andaccording to the information and explanations obtained from the operating managementDirectors of your Company state that:-
i) i n the preparation of the Annual Accounts for the financial year ended 31stMarch 2021 the applicable accounting standards have been followed and there were nomaterial departures from the same;
ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2021 and ofthe profit/loss of the Company for financial year ended on that date;
iii) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv) the Directors had prepared the Annual Accounts on a going concernbasis;
v) the Directors had laid down Internal Financial Controls and that such InternalFinancial Controls were adequate and were operating effectively; and
vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT/RE_APPOINTMENT / RESIGNATION OFDIRECTORS
As on 31st March 2021 the Board of Directors of your Company ("theBoard") comprised 8 Directors including 1 woman Director. Mr. Romesh Sobti (DIN:00031034) was appointed as an Additional Director (Non-Executive) (Nominee of JomeiInvestments Limited Equity Investor) on the Board of your Company w.e.f 14thJanua 2021 and holds office till ensuing 14th (Fourteenth) Annual GeneralMeeting and is eligible for appointment. Based on the recommendation of the NominationRemuneration and Compensation Committee of the Company the Board recommends hisappointment for the approval of the Members at the 14th (Fourteenth) AnnualGeneral Meeting. Mr. Arun Adhikari (DIN: 00591057) Mr. P. H. Ravikumar (DIN: 00280010)and Mrs. Vijayalakshmi Iyer (DIN:05242960) Independent Directors will complete theirterm of 5 years on 25th June 2022 and have given their consent forre-appointment for a second term of 5 years pursuant to the provisions of Section 149 ofthe Act and SEBI Listing Regulations Mr. S. C. Bhargava (DIN: 00020021) IndependentDirector will complete his tenure of 5 years on 31st August 2021 and has givenhis consent for re-appointment for a second term of 3 years pursuant to the provisions ofSection 149 of the Act and SEBI Listing Regulations Mr. P. H. Ravikumar will exceedseventy-five years of age during his proposed re-appointment for second term of fiveyears. Mr. S. C. Bhargava during his present tenure exceeded seventy-five years of age forwhich approval was earlier obtained from Members vide resolution passed on 19thAugust 2019. Based on the recommendation of the Nomination Remuneration and CompensationCommittee of the Company and being satisfied on the performance evaluation consideringthe background and experience the Board at its Meeting held on 14th May 2021has recommended the re-appointment of Mr. Arun Adhikari Mr. P. H. Ravikumar and Mrs.Vijayalakshmi Iyer as Independent Directors for a second term of five years and Mr. S. C.Bhargava for a second term of three years for the approval of the Members at the 14th(Fourteenth) Annual General Meeting by way of special resolution. The terms and conditionsof appointment of Independent Directors are available on the website of the Company athttps:// www.adityabirlacapital.com/about-us/board-of-directors. No Director has resignedfrom the Board during the financial year under review.
RETIREMENT BY ROTATION
Pursuant to Section 152 of the Act read with the Articles of Association of theCompany Mr. Sushil Agarwal (DIN: 00060017) Non-Executive Director retires from the Boardby rotation and being eligible offers himself for re-appointment at the 14th_(Fourteenth)Annual General Meeting of the Company. The Nomination Remuneration and CompensationCommittee of the Company and the Board of Directors have recommended the re-appointment ofMr. Sushil Agarwal.
All the Directors proposed to be appointed/re-appointed meet the fit and propercriteria stipulated under the Master Directions - Core Investment Companies (Reserve Bank)Directions 2016 as amended.
A detailed profile of the Directors seeking appointment / reappointment is provided inthe Notice of the 14th (Fourteenth) Annual General Meeting of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have submitted their declaration of independence pursuant tothe provisions of Section 149(7) of the Act and Regulation 25(8) of the SEBI ListingRegulations stating that they meet the criteria of independence as provided in Section149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and they are notaware of any circumstance or situation which exist or may be reasonably anticipated thatcould impair or impact their ability to discharge their duties with an objectiveindependent judgment and without any external influence. The Board is of the opinion thatthe Independent Directors of the Company possess requisite qualifications experienceexpertise and hold highest standards of integrity.
KEY MANAGERIAL PERSONNEL
In terms of the provisions of Sections 2(51) and 203 of the Act read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr. AjaySrinivasan Chief Executive Officer (CEO) Mrs. Pinky Mehta Chief Financial Officer (CFO)and Mr. Amber Gupta Company Secreta and Compliance Officer (w.e.f. 1st March2021) are the Key Managerial Personnel of your Company. Mr. Sailesh Kumar Daga ceased tobe the Company Secreta of the Company effective from the close of business hours on 28thFebrua 2021.
FIT AND PROPER CRITERIA
All the Directors meet the fit and proper criteria stipulated under the MasterDirections - Core Investment Companies (Reserve Bank) Directions 2016 as amended.
ANNUAL PERFORMANCE EVALUATION
The evaluation framework for assessing the performance of the Directors of your Companycomprises contributions at the Meeting(s) and strategic perspective or inputs regardingthe growth and performance of your Company provided by them amongst others.
Pursuant to the provisions of the Act and SEBI Listing Regulations and in terms of theFramework of the Board Performance Evaluation the Nomination Remuneration andCompensation Committee and the Board of Directors have carried out an annual performanceevaluation of the Board performance of various Committees of the Board IndividualDirectors and the Chairman. The manner in which the evaluation has been carried out hasbeen set out in the Corporate Governance Report which forms part of this Annual Report.The details of the programme for familiarisation of the Independent Directors of yourCompany are available on your Companys website atwww.adityabirlacapital.com/about-us/board-of-Directors.
Outcome of the Evaluation
The Board of your Company was satisfied with the functioning of the Board and itsCommittees. The Committees are functioning well and besides covering the Committeesterms of reference as mandated by applicable laws important issues are brought up anddiscussed in the Committee meetings. The Board was also satisfied with the contribution ofDirectors in their individual capacities.
MEETINGS OF THE BOARD AND ITS COMMITTEES
The Board meets at regular intervals to discuss and decide on the Companysperformance and strategies. During the financial year under review the Board met 6 (Six)times on 5th June 2020 7th August 2020 5th November2020 30th December 2020 5th Februa 2021 and 17thMarch 2021.
Further details on the Board its Meetings composition and attendance are provided inthe Corporate Governance Report which forms part of this Annual Report.
Your Company has constituted an Audit Committee with its composition quorum powersrole and scope in line with the applicable provisions of the Act and SEBI ListingRegulations. During the financial year under review the Audit Committee reviewed theinternal controls put in place to ensure that the accounts of your Company are properlymaintained and that the accounting transactions are in accordance with prevailing laws andregulations. In conducting such reviews the Committee found no material discrepancy orweakness in the internal control system of your Company.
Further details on the Audit Committee its Meetings composition and attendance areprovided in the Corporate Governance Report which forms part of this Annual Report.During the financial year under review all recommendations made by the Audit Committeewere accepted by the Board.
NOMINATION REMUNERATION AND COMPENSATION COMMITTEE
Your Company has constituted a Nomination Remuneration and Compensation Committee("NRC") with its composition quorum powers role and scope in line with theapplicable provisions of the Act and SEBI Listing Regulations. Further details on theNRCits Meetings composition and attendance are provided in the Corporate GovernanceReport which forms part of this Annual Report. The NRC has formulated a policy onremuneration under the provisions of Section 178(3) of the Act which is attached as AnnexureIV to the Boards Report and the same is uploaded on the website of the Companyat https://www.adityabirlacapital. com/investor-relations/policies-and-codes.
The Board of Directors has also constituted the following Committees:
C orporate Social Responsibility Committee
S takeholders Relationship Committee
R isk Management Committee
P IT Regulations Committee
I T Strategy Committee
A sset Liability Management Committee
A sset Monetization Committee
More information on all of the above Committees including details of its Meetingscomposition and attendance are provided in the Corporate Governance Report which formspart of this Annual Report.
Pursuant to the provisions of Section 134(3)(a) of the Act the Annual Return in formMGT-7 for the Company for the financial year 2020-21 is available on the Companyswebsite at https://www.adityabirlacapital.com/investor-relations/ financial-reports.
STATUTORY AUDITORS THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
Pursuant to the provisions of Section 139 of the Act and the Companies (Audit andAuditors) Rules 2014 as amended M/s. Deloitte Haskins & Sells LLP CharteredAccountants (Firm Registration No. 117366W/W-100018) had been appointed as StatutoAuditors of the Company for a term of 5 (Five) years i.e. from the Tenth Annual GeneralMeeting till the conclusion of Fieenth Annual General Meeting of the Company.
The observation(s) made in the Auditors Report are self-explanato andtherefore do not call for any further comments under Section 134(3)(f) of the Act.
The Auditors Report does not contain any qualifications reservations adverseremarks or disclaimer. The Statuto Auditors have not reported any incident of fraud tothe Audit Committee or the Board of Directors under Section 143(12) of the Act during thefinancial year under review.
Reserve Bank of India ("RBI") has issued a circular ("Circular")dated 27th April 2021 on Guidelines for appointment of Statuto CentralAuditors (SCAs)/Statuto Auditors (SAs) of Commercial Banks (excluding RRBs) UCBs andNBFCs (including HFCs). The Circular has given flexibility to adopt these guidelines fromH2 (second half) of FY 2021-22. The circular amongst other restrictions inter-aliastipulates that an Audit firm can be appointed as the Statuto Auditor for a period of 3years only and thereaer the next reappointment in the same entity will be possibleonly aer a cooling period of six years. Indust representations are being made forseeking relaxations/ clarifications of this Circular. Depending on the clarification/relaxation if any received from RBI information about continuation of existingStatuto Auditors (who have already completed tenure of four years) till the conclusionof Fieenth Annual General Meeting of the Company or recommendation for theappointment of a new Statuto Auditor if any shall be suitably provided in the Notice of14th (Fourteenth) Annual General Meeting of the Company as applicable.
SECRETARIAL AUDIT AND SECRETARIAL COMPLIANCE REPORT
Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhad appointed M/s. Makarand M. Joshi & Co. Practising Company Secretaries to conductthe Secretarial Audit for the financial year under review. The Secretarial Audit Report inForm MR-3 for the financial year under review as received from M/s. Makarand M. Joshi& Co. Company Secretaries is attached as Annexure V to the BoardsReport. The Secretarial Audit Report is self-explanato. Pursuant to Regulation 34(3) andSchedule V of the SEBI Listing Regulations the Annual Secretarial Compliance Report forthe financial year under review will be submitted to the Stock Exchanges and uploaded onthe website of the Company.
COST RECORDS AND AUDITORS
The provisions of Cost Records and Cost Audit as prescribed under Section 148 of theAct are not applicable to the Company.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with Section 135 of the Act your Company has constituted a CorporateSocial Responsibility ("CSR") Committee.
The CSR Committee has formulated and recommended to the Board a Corporate SocialResponsibility Policy ("CSR Policy") indicating the activities to be undertakenby the Company which has been approved by the Board. The CSR Policy is available on theCompanys website at https://www.adityabirlacapital.com/investor-relations/policiesand-codes.
During the financial year under review your Company was not required to make anyexpenditure towards CSR projects in absence of average net profit for three immediatelypreceding financial years calculated in accordance with the provisions of Section 198 ofthe Act. Accordingly no CSR activity was undertaken by the Company. Considering that theCompany was not required to contribute any amount towards CSR activities report onactivities as required under Companies (Corporate Social Responsibility Policy) Rules2014 has not been furnished. Further details on the CSR Committee are provided in theCorporate Governance Report which forms part of this Annual Report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBIListing Regulations the Company has formulated a Whistle blower policy/ vigil mechanismfor Directors and Employees to report concerns details of which are covered in theCorporate Governance Report which forms part of this Annual Report. The said policy isavailable on the Companys website athttps://www.adityabirlacapital.com/investor-relations/ policies-and-codes.
POLICYONPREVENTIONOFSEXUALHARASSMENT OF WOMEN AT WORKPLACE
Your Company has in place a policy which is in line with the requirements of the SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013. AnInternal Complaints Committee has been set up to redress complaints if any receivedregarding sexual harassment of women. The Company has complied with the provisionsrelating to the constitution of Internal Complaints Committee under the Sexual Harassmentof Women at the Workplace (Prevention Prohibition and Redressal) Act 2013. All employees(permanent contractual tempora trainees) are covered under this policy. During thefinancial year under review there were no complaints received under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Company has complied with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.
The Company has complied with all the regulations of RBI to the extent applicable as aNon-Deposit taking Systemically Important - Core Investment Company.
Your Company along with its Subsidiaries has always aspired to be an organization and aworkplace which attracts retains and provides a canvas for talent to operate. Our visionof being a leader and a role model in a broad based and integrated financial servicesbusiness and a culture that is purpose driven gives meaning to our people.
We believe that meaning at work is created when people relate to the purpose of theorganization feel connected to their leaders and have a sense of belonging. Our focusstays strong on providing our people a work environment that welcomes diversity nurturespositive relationships provides challenging work assignments and provides opportunitiesbased on meritocracy for people to grow and build their careers with us in line with theiraspirations. As on 31st March 2021 the employee strength of the Company was 29and along with the Subsidiaries it had 22759 employees. The workforce along withSubsidiaries comprises of more than 71% millennials and 27% women.
Your Companys and its Subsidiaries' philosophy of building leaders from withincontinues to guide the actions towards identifying developing and nurturing talent. Withgreater emphasis on futuristic thinking digital mindset and customer-first approach whileadhering to our culture and values we have made some major shis towards developingour people for the future of financial services.
In the last two years:
more than 75% of employees in our talent pool have been covered in variousdevelopment programs more than 82% of leadership requirements have been fulfilledinternally around 500 employees across levels have moved into new or larger roles
Employee Wellness and Engagement
The health and wellbeing of our people have always been our top priority. Your Companyalong with its Subsidiaries has put in place robust processes for employee safety andsupport with 800 Flu Prevention Managers trained on safety protocols and assigned tocheck-in with employees and their families at regular intervals and supporting them whenneeded. Availability of medical infrastructure and support systems were a huge challengein the initial days of the pandemic and we devised a comprehensive support mechanismthrough which our employees were provided home testing support on call doctor assistancehospitalization support etc. A 24*7 helpline number was used for central dissemination ofinformation and for employees to reach out for any help on the above. A comprehensivewellness program was launched during the year which is aimed at helping employees improvetheir physical as well as emotional wellbeing. This will continue to be a key area offocus for the Company.
Your Company along with Subsidiaries also recognised the need to augment its effortstowards maintaining positivity in the workforce and keeping them engaged. Through internalsocial networks leadership connect and digital events your Company along with itssubsidiaries focused on sustaining emotional connect and camaraderie among its employees.The celebration of Aditya Birla Capital Day the annual event to recognize excellence andexempla performance of employees digitally is reflective of the culture of the Companyand its Subsidiaries that focuses on connecting with and recognising the efforts of itspeople.
While we faced unprecedented challenges the Company and its Subsidiaries were able totide through the difficult times solely because of the collaborative efforts of teamsacross multiple businesses. We were early to transition all our employees across 850+branches to working from home well before the national lockdown was announced in March2020.
We were also amongst the first in the indust to open our offices and branches towelcome customers when the lockdowns were relaxed indicative of our deep commitmenttowards them. Our preparations before reopening covered all aspects of safety for ourcustomers and employees.
Your Company's and its Subsidiaries philosophy is to provide eve employee withcontinuous opportunities to learn & grow. Our learning interventions create anorganisation wide impact as these are focused on enabling employees to do better at work.An AI enabled learning app provides employees easy access to super personalized contentthat meets their unique individual requirements. 16000 relevant courses videos &webinars were hosted on Gyanodaya Virtual Campus (GVC) which is Aditya Birla Group'se-Learning platform for employees. Employees leveraged these resources to enhance theirskills and knowledge. Additionally with 3000+ E Learning courses 19K+ video basedmodules and 300 micro-learning modules our employees have the flexibility to learn anytimeand from anywhere. While self-paced learning is available 24x7x365 one can also attendlive virtual instructor led sessions through our in-house corporate university-ABCUniversity. It creates and delivers need based learning solutions on behavior saleseffectiveness functional and leadership development.
Your Company along with its Subsidiaries designs and delivers products and solutionsthat enable its customers to meet their needs. In the process the Company and itsSubsidiaries contribute to the nations inclusive and sustainable development agendawith a special focus on responsible finance as well as global sustainability goals.Driven by proven expertise and an unwavering focus on governance we are embeddingsustainability into eve lending and investment decision with a special focus onEnvironmental Social and Governance (ESG) parameters. Our customers are at the heart ofevething we do. The detailed Sustainability Report will be made available on the websiteof the Company at https://www.adityabirlacapital.com/investor-relations/sustainability-reports
SECRETARIAL STANDARDS OF INSTITUTE OF COMPANY SECRETARIES OF INDIA
Your Company is in compliance with the Secretarial Standards specified by the Instituteof Company Secretaries of India ("ICSI") on Meetings of the Board of Directors(SS-1) and General Meetings (SS-2).
CODE FOR PROHIBITION OF INSIDER TRADING
Pursuant to SEBI (Prohibition of Insider Trading) Regulation 2015 as amended theCompany has a Board approved code of conduct to regulate monitor and report trading byinsiders and a Code of Practices and Procedures for Fair Disclosure of Unpublished PriceSensitive Information.
Further details on the same form part of the Corporate Governance Report.
AWARDS AND RECOGNITIONS
During the financial year under review your Company and its Subsidiaries have beenfelicitated with awards and recognitions across various functional areas which has beenelaborated under Awards and Recognitions section in this Annual Report.
In terms of applicable provisions of the Act and SEBI Listing Regulations your Companydiscloses that during the financial year under review: i. t here was no issue of shares(including sweat equity shares) to employees of the Company under any scheme save andexcept under Employee Stock Option Scheme referred to in this Report. ii. t here was noScheme for provision of money for the purchase of its own shares by employees or bytrustees for the benefit of employees. iii. t here was no public issue rights issuebonus issue or preferential issue etc. iv. t here was no issue of shares withdifferential rights. v. t here was no transfer of unpaid or unclaimed amount to InvestorEducation and Protection Fund (IEPF). vi. n o significant or material orders were passedby the Regulators or Honble Courts or Tribunals which impact the going concernstatus and Companys operations in future. vii. t here were no proceedings forCorporate Insolvency Resolution Process initiated under the Insolvency and BankruptcyCode 2016. viii. t here was no failure to implement any Corporate Action.
Your Directors take this opportunity to express their appreciation for the support andco-operation extended by our various partners and other business associates. YourDirectors gratefully acknowledge the ongoing co-operation and support provided by allStatuto and Regulato Authorities.
Your Board also acknowledges the support and contribution of Companys bankersStock Exchanges Registrar of Companies Depositories the Reserve Bank of IndiaSecurities and Exchange Board of India Central and State Governments and other regulatobodies and the shareholders who have always supported and helped the Company to achieveits objectives. Your Directors place on record their appreciation for the exemplacontribution made by the employees of the Company and its Subsidiaries at all levels.Their dedicated efforts and enthusiasm have been pivotal to your Company's and itsSubsidiaries' growth.
| ||By order of the Board of Directors |
| ||For Aditya Birla Capital Limited |
| ||Kumar Mangalam Birla |
|Place: Mumbai ||Chairman |
|Date: 14th May 2021 ||DIN: 00012813 |
Corporate Governance Compliance Certificate
Aditya Birla Capital Limited
We have examined the compliance of conditions of Corporate Governance by AdityaBirla Capital Limited ("the Company") for the year ended on 31stMarch 2021 as stipulated in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation(2) of Regulation 46 and Para C D and E of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The compliance of conditions of CorporateGovernance is the responsibility of the management. Our examination was limited toprocedures and implementation thereof adopted by the Company for ensuring the complianceof the conditions of the Corporate Governance. It is neither an audit nor an expression ofopinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanationsgiven to us and representations made by the management except as reported in SecretarialAudit report we certify that to the extent applicable the Company has complied with theconditions of Corporate Governance as stipulated in Regulations 17 to 27 clauses (b) to(i) of sub-regulation (2) of Regulation 46 and Para C D and E of Schedule V of ListingRegulations.
We further state that such compliance is neither an assurance as to the futureviability of the Company nor of the efficiency or effectiveness with which the managementhas conducted the affairs of the Company.
For Makarand M. Joshi & Co
Practising Company Secretaries
FCS No. 5533
CP No. 3662
Peer Review No: P2009MH007000