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CreditAccess Grameen Ltd.

BSE: 541770 Sector: Financials
NSE: CREDITACC ISIN Code: INE741K01010
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OPEN 518.00
PREVIOUS CLOSE 505.75
VOLUME 9855
52-Week high 839.00
52-Week low 495.30
P/E 78.06
Mkt Cap.(Rs cr) 7,976
Buy Price 0.00
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Sell Price 0.00
Sell Qty 0.00
OPEN 518.00
CLOSE 505.75
VOLUME 9855
52-Week high 839.00
52-Week low 495.30
P/E 78.06
Mkt Cap.(Rs cr) 7,976
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

CreditAccess Grameen Ltd. (CREDITACC) - Director Report

Company director report

To

The Members

CreditAccess Grameen Limited

The Directors have pleasure in presenting the 30th Board's Report of CreditAccessGrameen Limited (the "Company") together with the Audited Financial Statementsfor the year ended March 31 2021.

Unless otherwise specifically mentioned all the numbers provided herein are standalonefigures.

1. PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the year ended March 31 2021 have beenprepared in accordance with Ind AS and Schedule III to the Companies Act 2013 (the"Act").

The audited consolidated financial statements have been prepared in compliance with theAct IND-AS 110 'Consolidated financial statements' and the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 (the 'ListingRegulations').

Financial Results - Standalone

Rs in Million

Particulars FY2021 FY2020 % change
Total income 20311.39 16843.57 20.59%
Finance cost 7400.71 5710.28 29.60%
Net income 12910.68 11133.30 15.96%
Total operating expenses 4498.76 4234.62 6.24%
Pre-provisioning operating profit 8411.92 6898.68 21.94%
Impairment on financial instruments 6469.04 2389.82 170.69%
Profit before tax 1942.88 4508.86 -56.91%
Profit after tax 1423.91 3275.00 -56.52%
Other comprehensive income 322.96 (273.33) 218.16%
Total comprehensive income 1746.87 3001.68 41.80%
Basic Earnings Per Share (EPS) (in rupees) 9.52 22.78 -58.20%
Diluted Earnings Per Share (DPS) (in rupees) 9.46 22.59 -58.12%

Financial Results- Consolidated

Rs in Million

Particulars FY2021 FY2020 % change
Total income 24660.72 17054.81 44.60%
Finance cost 9287.25 5783.36 60.59%
Net income 15373.47 11271.45 36.39%
Total operating expenses 5855.76 4282.70 36.73%
Pre-provisioning operating profit 9517.61 6988.75 36.18%
Impairment on financial instruments 7713.60 2372.72 225.09%
Profit before tax 1804.01 4616.03 -60.92%
Profit after tax 1314.03 3354.88 -60.83%
Other comprehensive income 322.63 (273.60) -217.92%
Total comprehensive income 1636.55 3081.27 -46.89%
Basic Earnings Per Share (EPS) (in rupees) 8.96 23.20 -61.37%
Diluted Earnings Per Share (DPS) (in rupees) 8.90 23.00 -61.30%

Due to rounding off numbers presented in above table may not add up precisely to thetotals provided. Summary of financial performance of subsidiary viz; Madura Micro FinanceLimited is given below: SUBSIDIARIES ASSOCIATE AND JOINT VENTURES

A. MADURA MICRO FINANCE LIMITED

The Company holds 76.25% of the shareholding of Madura Micro Finance Limited("MMFL")as on March 31 2021. Upon receipt of regulatory approvals the Schemeof Amalgamation shall be filed with the relevant National Company Law Tribunals.

The Amalgamation would create value to various stakeholders including shareholderscreditors customers and employees as the combined business would benefit from increasedscale wider product diversification focused growth stronger balance sheet and theability to drive synergies across revenue opportunities operating efficiencies and costsavings through economies of scale amongst others.

Since MMFL is a Material Subsidiary of the Company the Secretarial Audit Report ofMMFL is attached to this report along with Company's Secretarial Audit Report.

The Company does not have any associate or joint venture companies.

Madura Micro Finance Limited's Financial Performance

Rs in Million

Particulars FY2021 FY2020 % change
Total income 4352.92 4759.04 -8.53%
Finance cost 1903.21 1954.95 -2.65%
Total net income 2449.71 2804.09 -12.64%
Total operating expenses 1199.78 1168.57 2.67%
Impairment on financial instruments 1244.55 571.42 117.80%
Profit before exceptional items 5.28 1064.10 -99.50%
Exceptional items - - -
Profit before tax 5.28 1064.10 -99.50%
Profit after tax (1.98) 796.72 -100.25%
Other comprehensive income (0.40) (2.16) -81.48%
Total comprehensive income (2.37) 794.56 -100.30%

Due to rounding off numbers presented in above table may not add up precisely to thetotals provided.

B. Madura Micro Education Private Limited

Madura Micro Education Private Limited is a wholly owned subsidiary of Madura MicroFinance Limited. Madura Micro Education Private Limited financial performance f in Million

Particulars FY2021 FY2020 % change
Total income 0.17 8.35 -97.96%
Finance cost 0.03 1.03 -97.09%
Total net income 0.14 7.32 -98.09%
Total operating expenses 1.89 5.14 -63.23%
Impairment on financial instruments 0.00 0.00 -
Profit before exceptional items -1.74 2.18 -179.82%
Exceptional items 0.00 0.00 -
Profit before tax -1.74 2.18 -179.82%
Profit after tax -1.74 2.18 -179.82%
Other comprehensive income 0.00 -0.03 -100.00%
Total comprehensive income -1.74 2.15 -180.93%

Due to rounding off numbers presented in above table may not add up precisely to thetotals provided.

A separate statement containing the salient features of financial statements in theprescribed Form AOC -1 is attached to this report as Annexure I.

a. Business Growth

The Company was able to display healthy loan portfolio growth despite facing severalchallenges on account of COVID-19 impacted macro-economic environment. The company on aconsolidated basis served 3.91 million active borrowers through 1424 branches across 265districts in 14 States and 1 UT. The Company was able to raise the necessary resources allthrough the year to match the business and operational requirements leveraging itsrelationships with banks and financial institutions as well as forming new lenderrelationships.

The Company's overall performance during the year was robust resulting in improvementin all operational parameters.

Your Company's organizational highlights for Financial Year ("FY") 2021 areas follows:

Year Ended 2021 2020
Branches 1424 1393
States/Union Territories 15 15
Districts 265 248
Borrowers 3911619 4055486
Loans Disbursed (Rs in million) 110112 103892*
Gross AUM (Rs in million) 135868.70 119960.91

*Since MMFL was acquired on 18th March 2020 loans disbursed in FY20 pertains only toCA Grameen b. Profitability

The total income of the Company on consolidated basis increased from f 17054.81million to f 24660.72 million in FY2021. The total expenditure on consolidated basisfor the FY2021 increased from f 12438.78 million to f 22856.71 million. The Companyrecorded profit after tax (PAT) of f 1314.03 million for FY2021 compared to f 3354.88million in FY2020. Considering that the unprecedented situation at the end of the yearwith the second wave of COVID-19 pandemic the company decided to provide additional f1034.30 million as an additional provisioning buffer as on March 31 2021.

2. DIVIDEND

The Board of Directors aim to grow the business lines of the Company and enhance therate of return on investments of the shareholders. With a view to financing the long-termgrowth plans of the Company that requires substantial resources the Board of Directorsdid not recommend a dividend for the year under review.

In line with Clause 43A of the Listing Regulations the Board of Directors adopted aDividend distribution policy which sets out the parameters in determining the payment /distribution of dividend. The details of Dividend Distribution Policy is placed on theCompany's website at www.creditaccessgrameen.in

3. AMOUNT PROPOSED TO BE CARRIED TO RESERVES

The Company has transferred f 284.68 million to reserves out of the net profit ofFY2021 and an amount of f 9257.36 million is the accumulated balance in Retained EarningsAccount (Profit and Loss account and comprehensive income).

4. SHARE CAPITAL

During the year under Review the Company has issued 11315323 Equity shares underQualified Institutional Placement (QIP) and 281258 equity shares to the employees whoexercised their stock options granted under CAGL Employee Stock Option Plan-2011. As onMarch 31 2021 except as mentioned below none of the Directors of the Company hold anyinstruments convertible into equity shares of the Company.

As on March 31 2021 403000 stock options are held by Mr. Udaya Kumar Hebbar MD& CEO which are convertible into equity shares upon exercise of the same.

5. DIRECTORS

As on March 31 2021 the Board of your Company consists of Eight Directors. Theirdetails are as follows:

Category Name of Directors
Non-Executive Nominee Directors Mr. Paolo Brichetti
Mr. Massimo Vita
Mr. Sumit Kumar
Non-Executive Independent Directors Mr. George Joseph
Mr. Manoj Kumar
Ms. Sucharita Mukherjee
Ms. Lilian Jessie Paul
Executive Director Mr. Udaya Kumar Hebbar Managing Director & CEO

The composition of the Board is in line with the requirements of the Act and ListingRegulations. All the Directors have vast knowledge and experience in their relevant fieldsand the Company has benefitted immensely by their presence on the Board.

The skills/ expertise / competence of the Board of directors identified by the Board asrequired in the context of business of the Company is mentioned in the CorporateGovernance Report.

a. Changes in Directors and Key Managerial Personnel (KMP) during the FY2021

During the year under review following were the changes in the Directors and KMPs ofthe Company.

Name Date of Appointment Resignation/ Re-designation / Reason
Mr. Udaya Kumar Hebbar June 25 2020 Re-appointed as MD & CEO for 3 years with an option to continue for 2 more years
Mr. Diwakar B. R. November 06 2020 Resigned as Director- Finance & CFO
Mr. Balakrishna Kamath November 06 2020 Appointed as Chief Financial Officer
Mr. Anal Kumar Jain June 25 2020 Resigned as Independent Director on attainment of 75 years of age
Mr. George Joseph September 09 2020 Re-appointed as Independent Director for second term
Ms. Lilian Jessie Paul September 16 2020 Appointed as Additional and Independent Director
Mr. R Prabha November 03 2020 Completed his second term as Independent Director.
Mr. George Joseph February 11 2021 Appointed as Vice Chairman and Lead Independent Director
Mr. Manoj Kumar August 11 2020 Appointed as Regular Independent Director at the AGM

Mr. Udaya Kumar Hebbar Managing Director & CEO Mr. Balakrishna Kamath -CFO andMr. M.J Mahadev Prakash Head - Compliance Legal & Company Secretary are the KMPs ofthe Company as on March 31 2021

b. Woman Director

In terms of the provisions of Section 149 of the Act and Regulation 17(1)(a) of ListingRegulations the Company needs to have at least one woman director on the Board. TheCompany has Ms. Sucharita Mukherjee and Ms. Lilian Jessie Paul as Independent WomanDirectors on the Board.

c. Director retiring by Rotation.

Mr. Paolo Brichetti Chairman and Nominee Director (DIN: 01908040) is liable to retireby rotation in terms of provisions of the Act at the ensuing Annual General Meeting of theCompany and being eligible offers himself for reappointment. The Board recommends hisreappointment.

As stipulated under Regulation 36 (3) of the Listing Regulations a brief resume of Mr.Paolo Brichetti proposed to be reappointed is given in the notice of the 30th AGM of theCompany.

d. Declaration by Independent Director(s) and re-appointment if any

The Company has four Independent Directors on the Board. The Company has receiveddeclaration from each Independent Director of the Company under Section 149(7) of the Actthat they meet the criteria of independence as laid down in Section 149(6) of the Act andsubsequently the same was placed at the Board Meeting held on May 06 2021.

A declaration by Managing Director & CEO confirming the receipt of this declarationfrom Independent Directors is annexed to this report as Annexure II.

During the year under review Mr. Anal Kumar Jain resigned as Independent Director andMr. R Prabha ceased to be Independent Director on completion of his second term. Mr.George Joseph was re-appointed as Independent Director and Ms. Lilian Jessie Paul wasappointed as Additional and Independent Director. The Board is of the opinion that Mr.George Joseph and Ms. Lilian Jessie Paul possesses relevant expertise and experience tocontribute for the growth and betterment of the Company.

e. Policy on Board Diversity

The Policy on Board Diversity approved and adopted by the Company is as follows:

1. Diversity is ensured through consideration of a number of factors including but notlimited to skills industry experience background and other qualities.

2. The Company takes into account factors based on its own business model and specificneeds from time to time.

3. The Nomination & Remuneration Committee leads the process of identifying andnominating candidates for appointment as Directors on the Board.

4. The benefits of diversity continue to influence succession planning and to be thekey criteria for the search and nomination of Directors to the Board.

5. Board appointments are based on merit and candidates are evaluated against objectivecriteria having due regard to the benefits of diversity on the Board including that ofgender.

f. Policy on Nomination & Remuneration of Directors KMPs and Senior Management

The Policy on Nomination and Remuneration sets out the criteria for determiningqualifications positive attributes and independence of Directors. It also lays downcriteria for determining qualifications positive attributes of KMPs and senior managementand other matters provided under Section 178(3) of the Act and Regulation 19 of ListingRegulations.

The Policy on Nomination and Remuneration of Directors KMPs and the senior managementof the Company as approved and adopted by the Board is available on the website of theCompany at www.creditaccessgrameen.in

g. Evaluation of Board its Committees and Individual directors

The Board has carried out an annual evaluation of its own performance its CommitteesChairman and individual Directors.

A note on the annual Board evaluation process undertaken in compliance with theprovisions of the Companies Act 2013 and Listing Regulations is given in the Report onCorporate Governance which forms a part of this Report.

h. Meetings of the Board

The Board met 10 (Ten) times during the financial year. Details of the meetings of theBoard during FY2021 are provided in the Report on Corporate Governance which forms a partof this Report.

i. Committees of the Board

The details of the Committees of the Board namely the Audit Committee CSR CommitteeRisk Management Committee Nomination and Remuneration Committee Stakeholders'Relationship Committee ALM Committee Executive Borrowings & Investment Committee andIT Strategy Committee their composition terms of reference and the activities during theyear under review are elaborated in the Report on Corporate Governance which forms a partof this Report. Further there are no instances where the Board has not acceptedrecommendations of Audit Committee.

6. AUDIT & AUDITORS

a. Statutory Auditors

During the year under review M/s. Deloitte Haskins & Sells Chennai CharteredAccountants (Firm Reg. No. 008072S) having their office at ASV N Ramana Tower 52Venkatnarayana Road T. Nagar Chennai-600 017 were appointed as the Statutory Auditorsof the Company for a period of five years from conclusion of 29th AGM till the conclusionof 34th AGM of the Company.

The Board has duly examined the Statutory Auditors' Report to the Annual Accounts forFY2021 which is self- explanatory. Clarifications wherever necessary have been includedin the Notes to Accounts. Further the Directors confirm that there are no qualificationsreservations adverse remarks or disclaimers in the Independent Auditor's Report providedby Statutory Auditors for the FY2021.

b. Secretarial Auditors

Pursuant to the provisions of section 204 of the Act the Board has re-appointed Mr. C.Dwarakanath Company Secretary in Practice (FCS 7723 and CP 4847) to undertakesecretarial audit of the Company. There are no qualifications reservations or adverseremarks in the Secretarial Audit Report for FY2021.

A report from the Secretarial Auditor in the prescribed Form MR-3 is annexed to thisReport as Annexure III and the Secretarial Audit Report of the Material Subsidiary isattached as Annexure III A.

c. Cost Auditors

The provisions of Section 148 of the Act read with the Companies (Cost Records andAudit) Rules 2014 relating to Cost Audit and maintaining cost audit records is notapplicable to the Company.

7. CHANGE IN THE NATURE OF BUSINESS IF ANY

During the year under review there was no change in the nature of business of theCompany.

8. CREDIT RATING

The Credit Rating of different instruments of the Company as on March 31 2021 ismentioned under note 45 (n) of the Financial Statements under RBI disclosures.

Credit Rating Agency Instrument Rating as on March 31 2021
ICRA Long-term debt [ICRA]A+(Stable)/ [ICRA] A+(Stable)
India Ratings and Research Long-term debt Ind A+ Stable /Ind A+ Stable
CRISIL Long-term debt CRISIL A+ Stable/NA
ICRA Non-convertible debentures [ICRA]A+(Stable)/ [ICRA] A+(Stable)
ICRA Non-convertible debentures [ICRA]A+(Stable)/ NA
India Ratings and Research Non-convertible debentures Ind A+ Stable/ Ind A+ Stable
CRISIL Non-convertible debentures CRISIL A+ Stable/NA
Brickwork Ratings Non-convertible debentures BWR A+ Positive/NA
ICRA Commercial paper [ICRA]A1+ / [ICRA]A1 +
ICRA PP-MLD PP-MLD[ICRA]AA+(CE) (Stable)/NA
CRISIL Organization grading M1C1/M1C1

Highest rating issued by ICRA for long-term credit facilities is [ICRA] AAA and forshort-term facilities is [ICRA]A1+ and Highest rating issued by India Ratings forlong-term credit facilities is [IND] AAA The Highest rating issued for long-term creditfacilities by CRISIL is CRISIL AAA and by Brickwork Ratings is BWR AAA

Comprehensive Microfinance Grading by CRISIL as on March 31 2021 is 'M1C1'. CRISIL'sComprehensive Microfinance Capacity signifies highest capacity of the MFI to manage itsoperations in a sustainable manner and Excellent performance on Code of Conductdimensions. The grading is assigned on an eight-point scale with respect to MicrofinanceCapacity Assessment Grading with 'M1' being the highest grading and 'M8' the lowest andon a five-point scale with respect to Code of Conduct Assessment with 'C1' beingexcellent performance and 'C5' the weakest.

9. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant and material orders passed by any regulators courts ortribunals that impacted the going concern status and the Company's operations in future.

10. INTERNAL AUDIT

At the beginning of each financial year an internal audit plan is rolled out after thesame has been approved by Audit Committee. The internal audit plan is aimed at evaluationof the efficacy and adequacy of internal control systems and compliance thereofrobustness of internal processes policies and accounting procedures compliance with lawsand regulations. Based on the reports of internal audit function process owners undertakecorrective action in their respective areas. Significant audit observations and correctiveactions if any are presented to the Audit Committee of Board.

11. INTERNAL FINANCIAL CONTROLS

The internal financial controls of the Company are commensurate with its size scaleand complexity of operations. The Company has robust policies and procedures which interalia ensure integrity in conducting business timely preparation of reliable financialinformation accuracy and completeness in maintaining accounting records and preventionand detection of frauds and errors.

The internal financial controls with reference to the financial statements wereadequate and operating effectively.

12. RISK MANAGEMENT POLICY

Based on the recommendation the Risk Management Committee the Board of Directors haveadopted a risk management policy for the Company which provides for identificationassessment and control of risks which in the opinion of the Board may threaten theexistence of the Company. The Management identifies and controls risks through a properlydefined framework in terms of the aforesaid policy. A copy of Company Risk ManagementPolicy is available at www.creditaccessgrameen.in.

13. CORPORATE SOCIAL RESPONSIBILITY

In pursuance of the provisions of Section 135 read with Schedule VII of the Act theCompany has a CSR Committee of the Board which reviews and recommends (a) the policy onCorporate Social Responsibility (CSR) including changes thereto and (b) Overseesimplementation of the CSR Projects or Programmes to be undertaken by the Company as perits CSR Policy. The CSR policy of the Company is available on the website of the Company -www.creditaccessgrameen.in.

The Annual Report on CSR activities of the Company is enclosed herewith as Annexure -IV.

14. WHISTLE BLOWER POLICY OR VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

The Company has established a whistle blower mechanism for the Directors and employeesto report any genuine concerns through vigil@cagrameen.in Employees are encouraged toreport any unethical behavior actual or suspected fraud or violation of the Codes ofConduct or policy including Insider Trading or any other illegal activity occurring in theorganization. In exceptional cases directors or employees can raise their concernsdirectly to the Chairman of the Audit Committee by sending an e-mail to'vigil@cagrameen.in'. The cases reported will be investigated and resolved within stricttimelines. The identity of the whistle-blower will be kept confidential and protectionfrom retaliatory actions is also provided for in the policy. Quarterly reports in thisregard are reviewed by the Audit Committee. The Whistle-Blower Policy (Vigil Mechanism) ofthe Company is available on the website - www.creditaccessgrameen.in.

15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

The Company being a non-banking financial company registered with the RBI and engagedin the business of giving loans is exempt from complying with the provisions of section186 of the Act in respect of loans and guarantees. Accordingly the disclosure of theloans given as required under the aforesaid section have not been made in this Report.

16. RELATED PARTY TRANSACTIONS

During FY2021 the transaction with related parties was entered with the approval ofthe Audit Committee in line with provisions of the Act and Listing Regulations. The AuditCommittee reviews the said transactions on a quarterly basis.

The related party transaction entered during the period under review was on arm'slength basis and in the ordinary course of business under the Act and not material underthe Listing Regulations. The transaction did not require members' prior approval under theAct or the Listing Regulations. Details of related party transactions as required undersection 134 of the Act entered during the FY 2020-21 are given in Annexure V.

The Company has in place a Board approved Related Party Transaction Policy which isavailable on the website of the Company at www.creditaccessgrameen.in.

17. HUMAN RESOURCE MANAGEMENT & EMPLOYEE RELATIONS

The role of human capital in any organization is of utmost importance. More so in anorganization like ours where a majority of employees are customer-facing to facilitate asmooth delivery of our financial services. There is a fine balance between customerservice and achievement of performance targets. The Company aims to provide a suitablework environment that encourages a positive attitude and superior performance.

Policies relating to Human Resources are employee friendly and support an environmentof accomplishment and satisfaction. The Company aims to provide the best of traininginputs and seamless growth opportunities ensuring that the culture of the organization istranslated into business performance.

The Company also facilitates performance-linked incentives that will help themotivational levels of the workforce thereby sustaining growth and achieve targets.

18. PARTICULARS OF EMPLOYEES

The ratio of the remuneration of the Executive Directors to the median employee'sremuneration and other details in terms of Section 197(12) of the Act read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 havebeen attached as Annexure VI to the Directors' Report.

The details of employee remuneration as required under provisions of Section 197 (12)of the Companies Act 2013 read with Rule 5 (2) and 5 (3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and second proviso to Section 136 of theAct are available for electronic inspection without any fee 21 days before and up to thedate of the Annual General Meeting and shall be made available to any shareholder onrequest. Members seeking to inspect such documents can send an email to cs@cagrameen.in.None of these employees is a relative of any Director of the Company.

Further the Independent Directors were eligible for commission aggregating to Rs 3.59million for FY21 (Rs 2.87 Million for FY20) based on the Shareholders' approval by way ofa Special Resolution dated August 112020. Apart from the above none of the directorsincluding the Managing Director & CEO is in receipt of any commission from either theCompany or its Holding Company during the year under review.

19. MATERIAL CHANGES AND COMMITMENTS

The sudden spread of first wave of COVID-19 pandemic during February and March 2020resulted into national lockdown by Govt. of India to protect the population from thepandemic. Simultaneously the Govt. and RBI announced several measures which includedloan moratorium for borrowers across lenders. We had provided moratorium to 100% borrowersduring first phase till May 31 2020 and based on customers' request thereafter tillAugust 312020. Later RBI also came up with resolution plan 1.0 with restructuringoptions for the businesses impacted due to pandemic and accordingly the Company hadsupported borrowers through restructuring/ additional funding during Q3 and Q4 of FY2021.Now that COVID-19 second wave has again led to many states announcing lockdown we took adecision to safeguard our employees and customers through necessary measures. RBI tooextended the support by announcing resolution plan 2.0 for COVID impacted businesses byway of restructuring additional credit lines deferred payment or moratorium etc. TheCompany is in the process of extending such support to the customers.

The Company had strong liquidity position as on March 31 2021 on the back of adequatefunds mobilised during the year and undrawn sanctions comfortably covering the fixedobligations during the months of April to June 2021. The Company continued to secureconfidence from its lenders who were committed to provide funds against the undrawnsanctions as on March 31 2021. The Company has been maintaining a higher liquidityposition in the range of 10%-15% during FY2021 compared to usual range of 5%-8%. TheCompany decided to hold liquidity at higher levels till June and gradually revert tonormalized levels after evaluating the improvement in on-ground situation.

20. CORPORATE GOVERNANCE REPORT

Pursuant to the Listing Regulations a separate section titled 'Corporate Governance'has been included in this Annual Report along with the Report on 'Management Discussionand Analysis'.

All Board members and Senior Management personnel have affirmed compliance with thecode of conduct for FY2021. A declaration to this effect signed by the Managing Directorof the Company is included in this Annual Report.

The Managing Director and the Chief Financial Officer have certified to the Board withregard to the financial statements and other matters as specified in the ListingRegulations.

A certificate from a Practising Company Secretary regarding compliance of conditions ofcorporate governance is attached to the Corporate Governance Report.

21. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

As part of good Corporate Governance the Company has voluntarily adopted the BusinessResponsibility & Sustainability Report for the year under review is attached to theDirectors' Report.

22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT2013

The Company has 795 women employees in various cadres as on March 31 2021. The Companyhas in place a Policy on Prevention Prohibition and Redressal of Sexual Harassment ofWomen at Workplace and an Internal Complaints Committee in line with the requirements ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and Rules made thereunder for reporting and conducting inquiry into the complaintsmade by the victim on the harassments at the workplace. The functioning of the

Committees was carried out as per letter and spirit of the provisions of the Act.

During FY2021 the Company did not receive any complaint on sexual harassment.

23. FAIR PRACTICE CODE

The Company has in place a Fair Practice Code (FPC) approved by the Board in compliancewith the guidelines issued by RBI to ensure better service and provide necessaryinformation to customers to take informed decisions. The FPC is available on the websiteof the Company at www.creditaccessgrameen.in.

The Board also reviews the FPC every year to ensure levels of adequacy andappropriateness.

24. 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 anybias at all times. All issues raised by the customers are dealt with courtesy andredressed expeditiously.

25. EXTRACT OF ANNUAL RETURN

Pursuant to sub-section (3)(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the Annual Return as at March 31 2021 is available atwww.creditaccessgrameen.in.

26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

a. Information Relating to Conservation of Energy Technology Absorption

Sl. No Particulars Remarks
A Conservation of energy The provisions of Section 134(3) (m) of the Act relating to conservation of energy and technology absorption do not apply to the Company. The Company has however used information technology extensively in its operations and continuously invests in energy-efficient office equipment at all office locations.
(i) the steps taken or impact on conservation of energy;
(ii the steps taken for utilising alternate sources of energy;
(iii) the capital investment on energy conservation equipment;
B Technology absorption
(i) the efforts made towards technology absorption;
(ii) the benefits derived like product improvement cost reduction product development or import substitution;
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
a. the details of technology imported;
b. the year of import;
c. whether the technology been fully absorbed;
d. if not fully absorbed areas where absorption has not taken place and the reasons thereof; and
(iv) the expenditure incurred on Research and Development.

27. DEPOSITS

The Company is a non-deposit taking Non-Banking Financial Company - Micro FinanceInstitution (NBFC-MFI) and has not accepted any deposit as defined by the Act.

28. EMPLOYEE STOCK OPTION PLAN (ESOP)

During FY2021 the name of the ESOP scheme was modified to CAGL Employee Stock OptionPlan - 2011 ("ESOP Scheme") and the clauses pertaining to ESOP Pool determiningExercise Price & Exercise Period were modified. The ESOP Scheme is in compliance withthe SEBI (Share Based Employee Benefits) Regulations 2014 as amended from time to time(the 'SBEB Regulations'). As required under Regulation 13 of SBEB Regulations the Companyhas obtained a Certificate from Statutory Auditors of the Company which is available forinspection of members. Please refer to AGM Notice for details.

Disclosures pertaining to the ESOP scheme pursuant to the SBEB Regulations are placedon the Company's website creditaccessgrameen.in. Grant wise details of options vestedexercised and cancelled are provided in the notes to the standalone financial statements.

The Company has not provided any financial assistance to its employees for purchase orsubscription of shares in the Company or in its holding company.

The Company has not issued any sweat equity shares or equity shares with differentialrights during the year.

29. OTHER DISCLOSURES

a. During the year under review the Company has not allotted any equity shares withdifferential voting rights.

b. No frauds were reported by the auditors under sub-section (12) of section 143 of theAct.

c. The Company has complied with applicable Secretarial Standards for Board and GeneralMeetings held during the year under review.

d. The Company has not revised Financial Statements as mentioned under section 131 ofthe Act.

30. DIRECTORS' RESPONSIBILITY STATEMENT

In pursuance of Section 134 (5) of the Act the Directors hereby confirm that:

a. in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

b. the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for that year;

c. the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors have prepared the annual accounts on a going concern basis;

e. the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

31. ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation and sincerely acknowledge thecontribution and support from shareholders customers debenture holders debenturetrustees Central and State Governments Bankers Reserve Bank of India Registrar ofCompanies Securities and Exchange Board of India Insurance Regulatory and DevelopmentAuthority of India BSE Limited National Stock Exchange of India Limited Registrar &Share Transfer Agents Credit Rating Agencies and other Statutory and RegulatoryAuthorities for the kind cooperation and assistance provided to the Company. The Directorsalso extend their special appreciation to the employees for their continuing support andunstinting efforts in ensuring an excellent all-round operational performance and also fortheir continued commitment dedication and cooperation.

For and on behalf of the Board of Directors

Place: Bengaluru Udaya Kumar Hebbar Manoj Kumar
Date: May 06 2021 Managing Director & CEO Independent Director

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