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IIFL Securities Ltd.

BSE: 542773 Sector: Financials
BSE 00:00 | 14 Jun 71.75 -0.45






NSE 00:00 | 14 Jun 71.60 -0.75






OPEN 72.80
VOLUME 16995
52-Week high 80.90
52-Week low 32.65
P/E 12.59
Mkt Cap.(Rs cr) 2,174
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 72.80
CLOSE 72.20
VOLUME 16995
52-Week high 80.90
52-Week low 32.65
P/E 12.59
Mkt Cap.(Rs cr) 2,174
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

IIFL Securities Ltd. (IIFLSEC) - Director Report

Company director report

Dear Shareholders

The Directors are pleased to present the Twenty-Fifth Annual Report of IIFL SecuritiesLimited ('the Company') along with the audited financial statements for the financial yearended March 312020.

1. Financial Performance

The table below summarises the financial performance of your Company for the financialyear ended March 312020:

(Rs. million)




FY2019-20 FY2018-19 FY2019-20 FY2018-19
Gross Income 6437.43 7058.05 7899.46 8755.65
Profit/(Loss) before Depreciation and Tax 2467.30 2279.05 2550.75 2999.79
Depreciation (480.60) (116.32) (553.09) (418.98)
Profit/(Loss) before Tax 1986.70 2162.73 1997.66 2580.81
Exceptional items - - 1017.19 -
Provision for Tax (431.09) (713.34) (529.87) (866.48)
Impact of change in rate on opening deferred tax (129.41) - (145.54) -
Non-controlling interest - - 0.32 -
Profit/(Loss) after Tax 1426.20 1449.39 2339.76 1714.33
Balance brought forward from previous year 2882.84 1771.94 3189.53 1888.97
Appropriation towards dividend paid (638.47) (280.78) (638.47) (343.32)
Dividend Distribution Tax (72.53) (57.71) (123.92) (70.45)
Surplus carried forward 3598.04 2882.84 4766.89 3189.53
Earnings per share on equity shares of  Rs 2 each
Basic (in Rs) 4.47 4.54 7.33 5.37
Diluted (in Rs) 4.46 4.54 7.31 5.37

Note: Previous period figures have been regrouped/rearranged wherever necessary

The table below summarises the financial performance of the subsidiaries of the Companyfor the financial year ended March 312020:

Name of the Company Revenue Profit after Tax
IIFL Facilities Services Limited 1010.19 932.52
IIFL Insurance Brokers Limited 438.81 139.39
IIFL Management Services Limited 460.15 96.98
IIFL Capital Inc. 103.25 10.53
IIFL Wealth (UK) Limited 103.16 (0.48)
IIFL Commodities Limited 3.07 (2.10)
Other Subsidiaries 129.80 (96.15)

2. Review of the Operations and Business and the state of Company affairs

During the year under review your Company's consolidated revenue was Rs 7899.46million as against Rs  8755.65 million in the previous financial year 201819 adecline of 10% from the previous FY. The Company has earned net profit of Rs 2339.44million compared with the previous year net profit of' 1714.33 million - a growth of 36%over the previous FY.

I. Broking and Distribution:-

The Company's broking & distribution services continue to be a key player in boththe retail and institutional segments of the capital market with over 2500 points ofpresence covering the Company's branches and business partners over 500 cities in India.

IIFL offers a varied product/service suite-equities commodities & currencybroking mutual fund distribution depository participant services portfolio managementservices structured products and Investment Banking - to its customers.

During the year the average daily market turnover (including F&O) for the brokingbusiness was Rs  200.69 billion (BSE + NSE) up 13% YoY and the share of daily cashand total turnover stood at 3.3% and 1.4% respectively.

Mutual Funds and Insurance gained good traction during the year. Insurance premiumsrecorded a 49% YoY growth in FY20 and Mutual Fund AUM stood at Rs  28.3 billion atthe end of the quarter. Distribution revenue for the year ended March 312020 was Rs  1574 million down 13% on YoY basis. Mutual Fund and Insurance provide a goodlong-term growth prospect.

The Company's mobile trading app Rs IIFL Markets' remains the highest rated on Androidand iOS among peers with over 3.4 million downloads. Since its launch in February 2015the brokerage earned and the number of retail clients trading on mobile is on a steadyrise. Mobile trading constitutes about 50% of the total. IIFL's Mutual Fund App crossed900K downloads and consistently maintained a 4.2 rating. Continuous enhancements continueto add value to users and help keep them engaged on the platform. IIFL also launched amobile office solution called Advisor Anytime Anywhere (AAA) which empowers aspiringentrepreneurs in the capital markets and enhances their ability to reach investors insmaller towns and cities.

FY20 remained a volatile year with recoveries being mostly short-lived. The COVID-19pandemic disrupted the global economy in the last quarter of the fiscal fuellingsell-offs and souring investor sentiment which hampered growth. IIFL's sound foundationsand technology infrastructure covering end-to- end servicing of customers have helpedsustain performance despite the adverse circumstances. IIFL is well prepared to navigatethe volatile external environment and continue providing the best-in-class service to itsclients.

II. Institutional Equities

Aggregate market volume in the institutional segment was almost 17% higher on ayear-on-year basis. The Company's market share marginally inched up. In particular theCompany was able to increase its share in higher-margin block placements; the consequentimprovement in business mix resulted in higher yields. During the year your companyproduced a number of thematic and sector-related research reports. The Company'sinstitutional equities research continued to be one of the best ranked on the Street.

III. Investment Banking

Fiscal 2020 has been a good year for the investment banking division. The investmentbanking division has completed 16 transactions in the year including 5 IPOs 1 QIP and 6private equity advisory/pre IPO transactions. IIFL ranks #1 in terms of capital raisingthrough IPOs in the private sector since the last 2 financial years (i.e. Fiscal 2019 andFiscal 2020). The Investment Banking division continues to diversify its product offeringsbeyond the capital markets into debt and private equity advisory transactions.

Some of the large capital market transactions completed by the Company's investmentbanking division during FY 2019-20 include:

• Rs  27002 million QIP and preferential allotment in RBL Bank;
• Rs  13453 million IPO of Polycab India;
• Rs  12009 million IPO of Spandana Sphoorty Financial;
• Rs  10000 million IPO and pre-IPO of Ujjivan Small Finance Bank;
• Rs  4097 million IPO of CSB Bank.

The team has also completed a number of private equity transactions during the fiscals.Some of the transactions include:

• Rs  1750 million secondary placement in Etech Aces Marketing and Consulting (Policy Bazaar);
• Rs  800 million private equity advisory in Loan Tap Financial Technologies;
• Rs  700 million private equity in Berar Finance.

The Company has a strong pipeline of investment banking transactions across a number ofproduct categories which are in different stages of execution. IIFL continues to investin people processes and technologies particularly in a difficult market environment asit continues to diversify its product/ service offerings. Clients continue to value theCompany's focus & commitment and consider it as their trusted advisor as reflected inthe large volume of repeat business such as the Ujjivan Small Finance Bank and RBL Bankcapital raise in the last fiscal year.

IV. Response to COVID -19 challenges

COVID-19 have been declared as a global pandemic the Government of India has declareda complete lockdown since March 24 2020 and the same is continuing with minor exemptions;essential services were allowed to operate with limited capacity. Capital markets andbanking services have been declared as essential services and accordingly the Companyhas been continuing the operations with minimal permitted staff at branches. Howeverother employees were encouraged to work from home. All operations and servicing of clientswere smoothly ensured without any interruptions as the activities of trading settlementDP Stock Exchanges and depository functions have been fully-automated and seamlessprocesses. Based on the facts and circumstances the Company has been operating in thenormal course and there have been no adverse impacts on the liquidity revenues oroperational parameters during the quarter and year ended March 31 2020. The Company isclosely monitoring any material changes on a continuous basis.

3. Macro-economic Overview

The Indian economy is expected to grow 4.2% in FY20 (Source: IMF April 2020) downfrom the 6.1% in FY19 mainly on account of the lockdown due to the COVID-19 pandemic inthe last month of the fiscal year as well as the pre-existing weak external demand.Prospects of a good Rabi harvest and stabilising high frequency data of the macro economyin Q3FY20 had raised hopes of a recovery after a deep slump. However the shutdown due tothe pandemic derailed this nascent recovery in Q4FY20. The weakness in global growth rulesout the possibility of pick up in Indian exports and the government will have to rely oninternal consumption and investment for driving growth. However weak global growthshould keep commodity prices in check which in turn will keep domestic inflation andcurrent account deficit under control.

However to counter the pandemic impact and provide relief to the affected sectors andpeoples the Government has introduced a slew of measures including an economic &social benefits package as well as a series of measures to elevate the pain and graduallifting of lockdown conditions. Similarly the RBI too has introduced a slew of measuresto infuse liquidity into the system through various means as well as rate cuts and reliefto borrowers etc. The uncertainties and difficulties caused by the ongoing COVID-19pandemic and to overcome the same are expected to stretch longer. The above measures forrelieving the pain to affected sectors are expected to ensure liquidity in financialmarkets and gradually help revive the economy in the latter part of FY21.

4. Industry Overview

From the perspective of raising money via IPOs OFS and QIPs FY20 was a good year forcapital markets. FY20 witnessed raising of? 916.7 billion through the public equitymarkets 62% higher than the Rs  564.9 billion raised in FY19. Money raised throughQIPs also saw a healthy growth trend in FY20 compared with FY19. Companies mobilised Rs  512.2 billion through qualified institutional placement. This is 388% higher thanthe Rs  104.9 billion raised in the previous year. Funds raised via IPOs rose by 38%YoY in FY20. From an equity inflow perspective FY20 was the sixth successive year of netequity inflows. However equity markets saw a sharp correction in March 2020.

Despite the weaknesses in credit and the lockdown on account of the COVID-19 pandemicthe Indian economy is estimated to have grown by 5% in FY20. The COVID-19 shutdownderailed the growth momentum for the Indian economy in the last quarter of FY20 just whenit was beginning to improve in Q3FY20 after a prolonged slowdown. The global economy wasin any case weakening even before the global spread of the epidemic. The pace of recoveryin the global economy will be key to further capital flows into emerging markets ingeneral including India. That said weak global growth should keep commodity prices incheck which in turn will keep domestic inflation and current account deficit undercontrol.

Compared with a year ago the decline in mutual fund AUM in FY20 is in excess of Rs  1530 billion or 5% compared with Rs  23796 billion reported in March 2019.The COVID-19 impact dampened growth of the MF AUM in the last month of FY20. On the equityfront all categories registered inflows reposing retail investors continued faith inequities despite the Nifty registering a five-year low in March 2020. The net inflowsstood at Rs  1313 billion in FY20 (including the balanced fund category).

The uncertainty around the lockdown phase is likely to keep the markets volatile in thenear term. So far mutual fund collections have held up well; however the recentcorrection is one of the steepest in the last twelve years and could test the patience ofretail investors in FY21.

Market performance in FY21 will depend on stimulus packages announced by thegovernment the number of fresh COVID-19 cases post opening of the lockdown and sentimentin international markets. A positive investment scenario supported by a robustmacroeconomic performance in the second half of FY21 easing inflationary pressuresstable FDI inflows and regulatory & structural reforms by the government will furtherimprove business confidence and attract investors to the Indian capital market in FY21.

5. Key Initiatives/Developments

I. Investment Banking

Pursuant to Composite Scheme of Arrangement approved by the National Company LawTribunal Mumbai Bench ("NCLT") vide its order dated March 7 2019 and the SEBIapproval dated July 12 2019 the Merchant Banking business of IIFL Finance Limited(erstwhile IIFL Holdings Limited) was transferred to IIFL Securities Limited as part ofthe Securities business undertaking.

II. Launch of Alternative Investment Fund

IIFL Securities Limited has received SEBI approval on February 5 2020 for its maidenAIF i.e. IIFL Securities Dynamic Fund - Category III Alternative Investment Fund("Fund"). IIFL Securities Limited is a Sponsor to the Fund IIFL ManagementServices Limited is the Investment Manager and IIFL Facilities Services Limited is theTrustee to the fund. The fund will seek to generate long term capital appreciation for theinvestors by investing across the multi cap asset class including equity debt andderivatives. This fund is expected to be launched at a suitable time.

III. Launched a mobile office solution viz Rs AAA' for RelationshipManagers/Authorised Persons

AAA is a one-stop solution for entrepreneurs interested in the capital market with anobjective of facilitating those who want to follow the entrepreneurship route in thecapital markets. It has been primarily designed for use by RelationshipManagers/Authorised Persons of IIFL registered with the Exchanges. IIFL Securities Limitedhas developed a revolutionary Tablet-based product "AAA" which will create alarge base of trained professionals who will help drive financial inclusion to the widerpopulation.

Backed by a robust technology and expertise AAA helps its business partners/advisorsmanage their clients' investments access quality research & training and monitortheir business performance all on a single device. A tab-based platform AAA comes within-built comprehensive and relevant features in order to assist users.

IV. Launch of Financial Plan 360o

Financial Plan 360 is a unique flagship offering of IIFL Securities Limited where weuse a state-of-the-art technology driven platform to take a 360o approach toclients' finances giving them comprehensive financial management solutions in line withtheir risk profile investment objectives & financial goals that are captured througha system-driven process. The plan includes building wealth through investments managingwealth by managing taxes expenses and liabilities protecting wealth via insurance &emergency funds as well as provisions for transferring wealth to the next generationthrough wills and estate planning.

We design a custom model portfolio that best suits clients' financial objectives &regularly review and balances the same. We do not receive any commission or brokerage butcharge a fee for our professional services which ensures unbiased advice to clients.

The other related services include goal-based financial planning real-estate advisoryprivate equity & venture capital funds access to knowledge seminars by industryexperts a dedicated relationship manager access to an expert financial adviser as wellas technology-driven processes for smooth client on- boarding execution &implementation of plan and smart financial reporting to track investments 24x7.

V. Enterprising India Investor Conference

IIFL's eleventh Enterprising India - Global Investors' Conference was held on 11-13February 2020. Against the backdrop of market volatility amid the continuing macroweakness the theme for the conference was "Finding Alpha".

The Enterprising India Conference brings together some of the most notable industryexperts investors and corporate presenters to share their insightful perspectives on acommon platform. This year we witnessed participation from more than 124 companies andover 800 investors. Additionally we featured 25 specialist speakers including Dr. JimWalker a renowned economist; Mr. Shekhar Gupta Editor in Chief - The Print; Mr. NikhilOjha Partner (Mumbai) - Bain & Company; Mr. Bharat Puri MD of Pidilite Industries;Mr. Ashish Hemrajani CEO - BookMyShow; Mr. Prashant Jain MD - GE Power; Prof. ChinmayTumbe of IIM-A; Mr. Ambareesh Murty CEO - Pepperfry; Mr. Madhur Deora President ofPaytm; Mr. Anuj Puri Chairman - Anarock; Mr. Sandeep Barasia MD - Delhivery; and Mr.Vikash Jain Director - BCG.

VI. Awards and Accolades

The Directors are happy to report that during the year the Company was recognised andfelicitated for its exemplary performance in various fields.

Some significant achievements are:

1. The CEO Magazine recognised IIFL Securities as 'Company of the Year 2019'.

2. Mr. R. Venkataraman MD IIFL Securities Limited received the 'Most InnovativeLeader of The Year' award at the ET Now World BFSI Congress.

3. IIFL received Country Deal Awards' Best India Deal for Embassy Office REIT's US $690 million IPO at the Finance Asia Achievement Awards 2019.

4. IIFL Securities received the award for 'Leadership in Customer Services in FinancialServices Sector' at the 7th Edition of the World Quality Congress.

5. IIFL Securities received the 'Leader in Go Green Initiative' award at the NSDL StartPerformer Awards 2019.

6. IIFL won an award at the prestigious IPRCCA Awards for its Financial Literacycampaign Gareeb Banne Ke Tareeke.

7. IIFL Securities won the 'Best Digital Customer Experience Initiative' Award at theCustomer Fest Show 2020 presented by Zendesk.

8. IIFL Securities won an award in the category 'Going the Extra Mile' (towardsimproving penetration of the commodity derivatives market) from MCX.

9. IIFL Securities received the 'Best Product Launch PR Campaign 2019' Award for AAA -Advisor Anytime Anywhere.

10. IIFL Markets App received the 'Best Use of Digital Media/Platform in the ShareTrading Category' Award from INKSPELL.

VII. Corporate Social Responsibility (CSR) Initiative

In accordance with the provisions of Section 135 of the Companies Act 2013 (the Act)and rules made thereunder and relevant circulars issued from time to time by the Ministryof Corporate Affairs (MCA) the Company has adopted a Corporate Social ResponsibilityPolicy (CSR Policy) indicating the CSR activities that can be undertaken by the Company.The Board-approved CSR Policy is available on the website of the Company

India Infoline Foundation (generally referred to as the "IIFL Foundation") aSection 8 Company under the Companies Act 2013 and a Subsidiary of the Company acts asthe principal arm to undertake CSR initiatives on behalf of the Company & itssubsidiaries.

The Company has identified focus areas for CSR initiatives which include:

• Child Illiteracy Eradication Programme
• Financial Literacy
• Health Initiative
• Water Conservation
• Disaster Relief
• COVID-19

During FY20 your Company deployed 2% of its average net profits (computed as pertherelevant provisions of the Companies Act 2013) of the preceding years on CSR projectsfully utilising the required amount.

6. Composite Scheme of Arrangement of the IIFL Group

The Composite Scheme of Arrangement involving IIFL Finance Limited the Company andother four entities of the IIFL Group as approved by the Hon'ble NCLT Mumbai vide itsorder dated March 7 2019 and other necessary Regulatory approvals the scheme waseffected on April 12018 and the Company allotted new equity shares in the ratio of 1:1 tothe Shareholders of IIFL Finance Limited on June 6 2019. The equity shares of the Companyare successfully listed on the NSE and BSE on September 20 2019.

7. Dividend

During FY20 under review the Company declared and paid interim dividend of Rs  2per share (i.e. 100% of the face value of Rs  2 per share); this led to an outgo ofRs  638.47 million excluding dividend distribution tax. The same is considered asfinal.

The dividend payout for the year under review is in accordance with the Company'spolicy to pay sustainable dividend linked to long-term growth objectives of the Companyto be met by internal cash accruals.

The Board of Directors of the Company has adopted a Dividend Distribution Policy andthe same is available on the website of the Company i.e.

8. Transfer of Unclaimed/Unpaid Amounts to the Investor Education and Protection Fund(‘IEPF')

Pursuant to the Composite Scheme of Arrangement the Company has allotted equity sharesin the ratio of 1:1 to the equity shareholders of IIFL Finance Limited whose name appearedin the Register of Members on May 31 2019 i.e. the record date. Consequently theCompany has allotted 26244 number of equity shares in the IEPF account on June 6 2019.

In terms of the provisions of Section 124 of the Companies Act 2013 ('the Act') andthe rules made thereunder provisions of the Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 and other applicableprovisions all monies remaining unpaid or unclaimed for a period of seven years from thedate of transfer to unpaid/unclaimed dividend account are required to be transferred tothe IEPF.

Information relating to unclaimed dividend and the due dates by which it can be claimedby the shareholders are as under:

Financial Year Date of Declaration of Dividend Last date for claiming unpaid dividend
2019-20 February 7 2020 March 14 2027

9. Share Capital

In terms of the Composite Scheme of Arrangement approved by the NCLT Mumbai on March7 2019 18718281 Equity Shares of Rs  10 each held by IIFL Finance Limited in theCompany were extinguished and cancelled and in lieu of the same the Company allottedfresh 319234462 equity shares of' 2 each on June 6 2019 to the eligible shareholderswhose name appeared in the Register of Members on May 312019 i.e. the record date.

Further pursuant to the allotment of 375000 equity shares of Rs  2 each underIIFL Securities Employees Stock Option 2019-Demerger Scheme (ISL Demerger Scheme) of theCompany to the eligible employees as defined under the ISL Demerger Scheme. As on March31 2020 the issued subscribed and paid-up equity share capital of the Company stands atRs  639218924 (comprising 319609462 equityshares of? 2 each).

10. Employees Stock Option Scheme (ESOS)

The Company has in force the following Schemes which are prepared as per theprovisions of the SEBI (Share Based Employee Benefits) Regulations 2014:

1) IIFL Securities Employees Stock Option 2019 - Demerger Scheme ("ISL DemergerScheme").

2) IIFL Securities Limited Employees Stock Option Scheme-2018 ("IIFL ESOSScheme-2018").

Pursuant to the Composite Scheme of Arrangement the Nomination and RemunerationCommittee at its meeting held on August 8 2019 granted 904686 stock options to theeligible employees of IIFL Finance Limited and of the same 375000 options wereexercised and allotted to the option holders under the ISL Demerger Scheme. As on March31 2020 45645 options were lapsed and the same are not available for further grant. Theaggregate number of stock options outstanding as on March 31 2020 is 484041 under theISL Demerger Scheme.

The Nomination and Remuneration Committee vide its circular resolution dated October30 2019 granted 9000000 options to the eligible employees under the IIFL ESOS Scheme -2018. As on March 31 2020 87800 options were lapsed under the IIFL ESOS Scheme -2018and the same have been added back to the pool and which are available for further grant.The aggregate number of stock options outstanding as on March 312020 is 8912200 underthe IIFL ESOS Scheme- 2018.

Particulars of options granted by the Company upto March 312020 are given under:

Particulars IIFL ESOS Scheme-2018 ISL Demerger Scheme
Options granted 9000000 904686
Options forfeited/ lapsed 87800 45645
Options vested but not exercised Nil 468641
Options exercised Nil 375000
Options not vested 8912200 15400
Total number of options outstanding 8912200 484041
Number of shares allotted pursuant to

exercise of options

Nil 375000
Extinguishment of options Nil 45645
Amount realised by exercise of options (Rs. million) Nil 9.91

There is no material change in the ISL Demerger scheme and the IIFL ESOS Scheme - 2018and the said options schemes are in line with the SEBI (Share Based Employee Benefits)Regulations 2014 ("SBEB Regulations"). The Company has received a certificatefrom the Auditors of the Company that the Scheme has been implemented in accordance withthe SBEB Regulations and the resolution passed by the members. The disclosures relating toESOPs required to be made under the provisions of the Companies Act 2013 and the rulesmade thereunder and the SEBI (Share Based Employee Benefits) Regulations 2014 areprovided on the website i.e. www.indiainfoline. com and the same is available forinspection by the members at the Registered Office of the Company during business hours onworking days and through electronic means. Members can request the same by sending anemail to till the Annual General Meeting.

The relevant disclosures in terms of the IndAS 102 relating to share based paymentforms part of Note 32 of the notes to the Standalone Financial Statements and Note 45 ofthe notes to the Consolidated Financial Statements of the Company.

11. Deposits

The Company did not accept/renew any deposits within the meaning of Section 73 of theCompanies Act 2013 and the rules made thereunder and as such no amount of principal orinterest was outstanding as on the Balance Sheet date. Further the Company does notintend raising any public deposits in terms of its declaration to the Reserve Bank ofIndia.

12. Transfer to Reserves

The Company during FY20 under review has transferred an amount of Rs  0.90million to the General Reserve.

13. Subsidiary Companies

Prior to effecting of Composite Scheme of Arrangement the Company had one Subsidiarynamely IIFL Securities Services IFSC Limited and also as on date of this report thesaid Company is a Wholly- Owned Subsidiary of the Company. Below mentioned companies havebecome the subsidiaries or step- down subsidiaries of the Company after the scheme ofarrangement become effective as mentioned in point 6 above from April 1 2018 and IIFLFinance Limited ceased to be the Holding Company of the Company from the said date:

Name of the Subsidiary
1 IIFL Facilities Services Limited
2 IIFL Management Services Limited
3 IIFL Insurance Brokers Limited
4 IIFL Commodities Limited
5 IIFL Wealth (UK) Limited
6 IIFL Capital Inc.
7 IIFL Asset Reconstruction Limited
8 India Infoline Foundation (Section 8 Company)
9 Meenakshi Towers LLP
10 Shreyans Foundations LLP

Note: IIFL Facilities Services Limited a Wholly-Owned Subsidiary of company hasacguired 99% stake in Shreyans Foundations LLP which is holding 50% stake in MeenakshiTowers LLR a joint venture between IIFL Management Services Limited (Wholly-OwnedSubsidiary) and Shreyans Foundations LLP. Pursuant to this Meenakshi Towers LLP hasbecome subsidiary of the Company.

During FY20 i.e. on December 20 2019 IIFL Management Services Limited("IMSL") acguired 10000 equity shares of' 10 each i.e. 100% stake ofGeocentric Solutions Private Limited ("GSPL") from the third party. On March 232020 IMSL divested its entire stake for a consideration of Rs  100000 to the thirdparties. Pursuant to this GSPL has ceased to be the step-down subsidiary of the Companyfrom that date.

As per the provisions of Sections 134 and 136 of the Companies Act 2013 read withapplicable Rules Regulation 33 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and applicable Accounting Standards the Board ofDirectors had at its meeting held on May 15 2020 approved the consolidated financialsof all the subsidiaries of the Company along with the Company's Standalone financialstatements. Copies of the Balance Sheet Profit & Loss Account Report of the Board ofDirectors and Report of the Auditors of each of the subsidiary companies are not attachedto the accounts of the Company for the Financial Year 2019-20. The Company will make thesedocuments/ details available upon request by any member of the Company. Thesedocuments/details will also be available for inspection for member of the Company at itsregistered office and at the registered offices of the related subsidiaries duringbusiness hours on working days and through electronic means. Members can request the sameby sending an email to secretarial@ till the Annual General Meeting. The AnnualReport of all the subsidiaries will be uploaded on the website of the Company As required by Companies Act 2013 the Company's consolidatedfinancial statements included in this Annual Report incorporate the accounts of itssubsidiaries. A report on the performance and financial position of each of thesubsidiaries associates and joint-venture companies as per The Companies Act 2013 isprovided in the prescribed Form AOC-1 as Rs Annexure A' of the Consolidated FinancialStatement and hence not repeated here for the sake of brevity.

Pursuant to Regulations 16 and 24 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 IIFL Facilities Services Limited (formerly IIFL RealEstate Limited) is the 'material subsidiary' of the Company for Financial Year 2020-21.

The policy on determining the material subsidiary is available on the website of theCompany i.e.

14. Management Discussion and Analysis Report

In accordance with Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements)Regulations 2015 the Management Discussion and Analysis Reportforms part ofthis report.

15. Business Responsibility Report

Pursuant to Regulation 34(2) of the Listing Regulations read with SEBI Circular No.CIR/CFD/CMD/10/2015 dated November 4 2015 the Business Responsibility Report describingthe initiatives taken by the Company from an environmental social and governanceperspective forms part of this annual report.

16. Directors and Key Managerial Personnel

> Directors

The Board comprises of Mr. Venkataraman Rajamani (DIN: 00011919) - Managing DirectorMr. Mohan Radhakrishnan (DIN: 00012070) and Mr. Narendra Jain (DIN: 01984467) as theExecutive Directors of the Company. Mr. Kranti Sinha (DIN: 00001643) Ms. Rekha Warriar(DIN: 08152356) and Mr. Shamik Das Sharma (DIN: 07779526) are Independent Directors of theCompany. Mr. Kranti Sinha (DIN: 00001643) is the Chairman of the Company.

The Board is of the opinion that the Independent Directors of the Company have therequired integrity expertise and experience (including proficiency).

> Change in Directors

During the financial year 2019-20:

a) Appointment

Mr. Mohan Radhakrishnan was re-appointed as a Whole-time Director for a tenure of fiveyears w.e.f. April 012019 at the Extra-Ordinary General Meeting of the Company held onFebruary 26 2019.

Ms. Rekha Warriar was appointed as an additional Director in the capacity ofIndependent Director for a period of five years w.e.f. May 8 2019. She was confirmed asan Independent Director at the Extra-Ordinary General Meeting of the Company held onMayl7 2019.

Pursuant to the Scheme becoming effective Mr. Narendra Jain was re-designated as anExecutive Director on May 13 2019.

Mr. Venkataraman Rajamani was appointed as an Additional Executive Director w.e.f. May13 2019 and was designated as Managing Director w.e.f. May 15 2019 for a period offive years at the Extra-Ordinary General Meeting of the Company held on Mayl7 2019.

Mr. Aniruddha Dange was re-designated as Non Executive Director on July 12019.

Mr. Shamik Das Sharma was appointed as an Additional Director in the capacity ofIndependent Director subject to the approval of the Shareholders for a period of fiveyears w.e.f. January 14 2020.

b) Retirement by Rotation

In accordance with Section 152 of the Companies Act 2013 ("Act") read withArticle 157 of the Articles of Association of the Company Mr. Mohan Radhakrishnan (DIN:00012070) is liable to retire by rotation at the ensuing Annual General Meeting and beingeligible has offered himself for reappointment. The Board recommends the same for theapproval of Shareholders.

c) Resignation

During FY 2019-20 Ms. Geeta Mathur due to her pre-occupation resigned as anIndependent Director of the Company w.e.f. May 8 2019. Mr. Aniruddha Dange due to hispre-occupation resigned as a Non-Executive Director w.e.f. November 27 2019. Ms. Mathurand Mr. Dange confirmed vide their respective letter that the resignation was due topre-occupation.

The Directors of the Company place on record their sincere appreciation for thevaluable contribution by Ms. Mathur and Mr. Dange during their tenure as Directors of theCompany.

d) Key Managerial Personnel

Mr. Venkataraman Rajamani - Managing Director Mr. Mohan Radhakrishnan and Mr. NarendraJain - Whole-Time Directors of the Company Mr. Arindam Chanda - Chief Executive OfficerMr. Ronak Gandhi - Chief Financial Officer and Mr. Roshan Dave - Company Secretary &Compliance Officer are the Key Managerial Personnel as per the provisions of theCompanies Act 2013 and rules made thereunder.

During FY20 under review Mr. Venkataraman Rajamani was appointed as the ManagingDirector w.e.f. May 15 2019. Mr. Narendra Jain was re-designated as Executive Directorw.e.f. May 13 2019. Mr. Aniruddha Dange was redesignated as Non-Executive Director w.e.f.July 1 2019. Mr. Bhawani Jhanwar - Chief Financial Officer resigned w.e.f. October 222019 and in his place Mr. Ronak Gandhi was appointed as the Chief Financial Officer of theCompany w.e.f. October 22 2019. Mr. Jayesh Upadhyay - Company Secretary and ComplianceOfficer resigned w.e.f. December 1 2019 and in his place Mr. Roshan Dave was appointed asthe Company Secretary and Compliance Officer of the Company w.e.f. December 12019.

These changes in the Key Managerial Personnel were due to internal re-structuring.

Remuneration and other details of the Key Managerial Personnel for the year ended March31 2020 are mentioned in the Extract to the Annual Return in Form MGT-9 which isattached as Annexure - 2 and forms part of this report of the Directors.

17. Meetings of Directors and Committees/Board effectiveness:

> Meetings of the Board of Directors

The Board met ten (10) times during FY 2019-20 to discuss and approve various mattersincluding financials implementation of approved Composite Scheme of Arrangementappointment of Auditors review of audit reports and other Board businesses. For furtherdetails please refer to the report on Corporate Governance.

> Committees of the Board

In accordance with the applicable provisions of the Companies Act 2013 and SEBI(Fisting Obligations and Disclosure Requirements) Regulations 2015 the Board constitutedthe following Committees:

• Audit Committee
• Nomination and Remuneration Committee
• Corporate Social Responsibility Committee
• Stakeholders Relationship Committee
• Risk Management Committee
• Finance Committee

Audit Committee:

The Audit Committee comprises of Mr. Kranti Sinha as the Chairman and Ms. RekhaWarriar Mr. Shamik Das Sharma and Mr. Narendra Jain as Members of the Audit Committee.During FY20 the Audit Committee met six (6) times in compliance with the provisions ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and CompaniesAct 2013 and details thereof are mentioned under Corporate Governance.

The role terms of reference and powers of the Audit Committee are in conformity withthe requirements of the Companies Act 2013 and SEBI (Fisting Obligations and DisclosureRequirements) Regulations 2015 and those provided in the Corporate Governance Report.

During the period under review the Board of Directors of the Company accepted all therecommendations of the Audit Committee.

Nomination and Remuneration Committee:

The Nomination and Remuneration Committee comprises of Ms. Rekha Warriar as theChairperson and Mr. Kranti Sinha and Mr. Shamik Das Sharma as Members of the Nominationand Remuneration Committee. During FY20 the Nomination and Remuneration Committee metfour (4) times in compliance with the provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and the Companies Act 2013 and details thereofare mentioned under Corporate Governance.

The role terms of reference and powers of the Nomination & Remuneration Committeeare in conformity with the requirements of the Companies Act 2013 and SEBI (FistingObligations and Disclosure Requirements) Regulations 2015 and the same have been providedin the Corporate Governance Report.

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Nomination & Remuneration policy in compliance with the aforesaid provisionsfor selection and appointment of Directors KMR and senior management personnel of theCompany. The Nomination & Remuneration policy is available on the website of theCompany i.e. and is also provided in Corporate Governance Report.

Corporate Social Responsibility Committee

The Committee comprises of Mr. Kranti Sinha as the Chairman and Mr. MohanRadhakrishnan and Mr. Narendra Jain as members of the Committee. During FY20 theCorporate Social Responsibility Committee met one (1) time and details thereof arementioned under Corporate Governance.

The Committee has approved the CSR Policy of the Company and the same is available onthe website of the Company i.e. The Annual Report on CSRactivities in accordance with Companies (Corporate Social Responsibility Policy) Rules2014 is attached as Annexure 1 ofthis report.

The details of Committee meeting held during FY20 and the terms of reference of the CSRCommittee are provided in the Corporate Governance Report.

Stakeholders Relationship Committee

The Committee comprises of Ms. Rekha Warriar as the Chairperson and Mr. Kranti Sinhaand Mr. Narendra Jain as Members of the Committee. During FY20 the

Stakeholders Relationship Committee met one (!) time in compliance with the provisionsof SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and CompaniesAct 2013 and details thereof are mentioned under Corporate Governance.

The role and terms of reference of the Stakeholders Relationship Committee are inconformity with the Requirements of the Companies Act 2013 and Regulation 20 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and the same has beenprovided in the Corporate Governance Report. During FY20 the Company received onecomplaint from shareholders and the same has been satisfactorily attended to.

Risk Management Committee

The Risk Management Committee comprises of Ms. Rekha Warriar as the Chairperson andMr. Shamik Das Sharma Mr. Mohan Radhakrishnan Mr. Narendra Jain and Mr. Arindam Chandaas Members of the committee. The objective of the Committee is to oversee the riskmanagement governance structure define and review the framework for identificationassessment monitoring mitigation and reporting of risks. During FY20 the RiskManagement Committee held one (1) meeting and details thereof are mentioned underCorporate Governance.

The role and terms of reference of the Risk Management Committee are in conformity withthe requirements of the Companies Act 2013 and Regulation 21 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and the same has been provided in theCorporate Governance Report.

Finance Committee

The Finance Committee comprises of Mr. Venkataraman Rajamani - Managing Director Mr.Mohan Radhakrishnan- Executive Director Mr. Narendra Jain- Executive Director Mr.Arindam Chanda- Chief Executive Officer and Mr. Ronak Gandhi - Chief Financial Officer.During FY20 the Finance Committee held two (2) meetings; details thereof are mentionedunder Corporate Governance. The terms of reference of the Finance Committee have beenprovided in the Corporate Governance Report.

18. Board Effectiveness

> Familiarisation Programme for Independent Directors

In compliance with the requirements of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has put in place a Familiarisation Programmefor Independent Directors to familiarise them with the working of the Company theirroles rights and responsibilities vis-a-vis the Company the industry in which theCompany operates business model etc. Details of the Familiarisation Programme are givenin the Corporate Governance Report and are also available on the Company's website

> Annual Evaluation of the Board

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and the SEBI Circular noSEBI/CFD/CMD/CIR/P/2017/004 dated January 5 2017 the Board of Directors has carried outan annual performance evaluation of its own performance the Directors individuallyincluding Independent Directors based on the criteria and framework adopted by the Board.The Board approved the evaluation results as collated by the Nomination and RemunerationCommittee ("NRC"). The evaluation process manner and performance criteria (forIndependent Directors) in which the evaluation has been carried out are explained in theCorporate Governance Report.

The Board considered and discussed the inputs received from the Directors. Also theIndependent Directors at their meeting held on March 24 2020 reviewed the following:

• Performance of Non-Independent Directors and the Board as a whole.
• Performance of the Chairperson of the Company.
Assessment of the quality quantity and timeliness of flow of information between the Company's management and the Board which is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors expressed their satisfaction with the overall functioning andimplementations of their suggestions.

The evaluation process endorsed the Board Members' confidence in the ethical standardsof the Company the cohesiveness that exists among the Board Members the two-way candidcommunication between the Board and the Management and the openness of the Management insharing strategic information to enable Board Members discharge their responsibilities.

> Statement on declaration given by the Independent Directors

The terms and conditions of the appointment of Independent Directors are as perSchedule IV of the Act. The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet with the criteria of independence asprescribed under sub-section (6) of Section 149 of the Companies Act 2013 and rule 5 ofthe Companies (Appointment and Qualifications of Directors) Rules 2014 as well as underthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBIListing Regulations") and there has been no change in the circumstances or situationthat exist or may be reasonably anticipated that could impair or impact the ability ofthe Independent Directors to discharge their duties with an objective independentjudgment and without any external influence.

The above declarations were placed before the Board and in the opinion of the Boardall Independent Directors fulfill the conditions specified under the Act and the SEBIListing Regulations and are Independent to the Management.

19. Risk Management

The Company has in place various policies and procedures covering the business riskmanagement compliance operations employees finance & accounting and customerservices that are approved by the Board. Further the Company has in place the RiskManagement systems policy for the Securities broking and Depository Participant businessas mandated by the SEBI Stock Exchange and depository.

The directors on a regular basis (a) oversee and approve the Company's enterprisewide risk management framework; and (b) oversee that all risks - such as strategicfinancial credit market liquidity security property IT legal regulatoryreputational and others - that the organisation faces have been identified and assessedand there is an adequate risk management infrastructure in place capable of addressingsuch risks.

The Company has in place specialised internal audits on the Broking DepositoryParticipant and Portfolio Management businesses as per SEBI/Exchanges/ Depositories'norms. The findings on Audit Reports are reviewed by the Audit Committee/Board at theirperiodical meetings and the reports are submitted to the Exchanges/Depositories. TheCompany's management monitors and reports the principal risks and concerns that can impactits ability to achieve its strategic objectives.

The Company's management systems organisational structures processes standards andcode of conduct together form the risk management governance system of the Company andmanagement of associated risks.

20. Internal Financial Controls

The Company has in place adequate internal controls with reference to financialstatements and operations and the same are operating effectively. The Internal Auditorstested the design and effectiveness of the key controls and no material weaknesses wereobserved in their examination. Further Statutory Auditors verified the systems andprocesses and confirmed that the Internal Financial Controls system regarding financialreporting are adequate and such controls are operating effectively.

During FY20 no material or serious observation has been highlighted for inefficiencyor inadequacy of such controls. The details of adequacy of Internal Financial controls aregiven at length in the Management Discussion and Analysis report.

21. Contracts and arrangements with Related Parties:

The Company has put in place a policy for Related Party Transactions (RPT Policy)which has been approved by the Board of Directors. The policy provides for identificationof RPTs necessary approvals by the Audit Committee/Board/Shareholders reporting anddisclosure requirements in compliance with the Companies Act 2013 and provisions of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

All contracts executed by the Company during the financial year with related partieswere on arm's length basis and in the ordinary course of business. All such Related PartyTransactions were placed before the Audit Committee/Board for approval whereverapplicable. Also the Company has obtained Shareholders' approval on the material relatedparty transactions in the previous Annual General Meeting.

During FY20 the Company has entered contract/ arrangement/transaction with relatedparties which are considered material in accordance with Regulation 23 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and the same was approved bythe shareholders in the previous Annual General Meeting held on September 30 2019. Thepolicy for determining 'material' subsidiaries and the policy on materiality of RelatedParty Transactions and dealing with Related Party Transactions as approved by the Boardmay be accessed on the website of the Company i.e. You may referto note no. 35 and note no. 46 to the Standalone Financial Statement and ConsolidatedFinancial Statement respectively which contain related party disclosures. Since allrelated party transactions entered into by the Company were on an arm's length basis andin the ordinary course of business and the Company had not entered into any materialrelated party contracts the Form AOC-2 disclosure is not required to be provided.

22. Statutory Auditors

M/s V. Sankar Aiyar & Co Chartered Accountants Mumbai (Firm Registration Number:109208W) were appointed as the Statutory Auditor of the Company at the Twenty SecondAnnual General Meeting held on July 21 2017 to hold office from the conclusion of thesaid Meeting till the conclusion of the Twenty Seventh Annual General Meeting to be heldin FY2022 subject to ratification of their appointment by the Members at everyintervening Annual General Meeting held thereafter. However the requirement of seekingratification of the members for continuance of their appointment has been dispensed withconsequent upon the changes made in the provisions of the Companies Act 2013 by theCompanies (Amendment) Act 2017 with effect from May 7 2018. Hence the resolutionseeking ratification of the members for their appointment is not being placed at theensuing Annual General Meeting.

23. Auditors Report

There are no qualifications reservations adverse remarks or disclaimers made by theStatutory Auditors in their Audit Report for FY20. The notes to the Auditors Report on thefinancial accounts are self-explanatory and therefore do not call for any comments underSection 134 of the Companies Act 2013. The Auditors' Report is enclosed with thefinancial statements in the Annual Report.

24. Secretarial Audit

Pursuant to the requirements of Section 204 of the Act read with Rule 9 of theCompanies (Appointment and remuneration of Managerial Personnel) Rules 2014 andRegulation 24A of the Listing Regulations the Company had appointed M/s Nilesh Shah andAssociates Company Secretaries in Practice for conducting the Secretarial Audit for FY2019-20. The Auditor had conducted the audit and their report thereon was placed beforethe Board. There are no qualifications or adverse observations in the Report and theynoted the statement of fact which is self explanatory. The report of the SecretarialAudit is annexed herewith as Annexure -3.

25. Compliance with Secretarial Standards

The Board of Directors affirms that the Company has complied with the applicableSecretarial Standards issued by the Institute of Companies Secretaries of India (SSI andSS2) respectively relating to Meetings of the Board and its Committees that havemandatory application.

26. Extract of Annual Return

The details forming part of the extract of the Annual Return of the Company in formMGT-9 is annexed herewith as Annexure -2. The extract of the Annual Return of the Companyhas been placed and can be accessed at the Company website i.e.

27. Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position ofthe Company that have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

28. Energy Conservation Technology Absorption and Foreign Exchange Earnings and Outgo

The additional information on energy conservation technology absorption and foreignexchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts) Rules 2014 is appended as Annexure -4 andforms part of this Report.

29. Whistle Blower Policy/Vigil Mechanism

In Compliance to the Companies Act 2013 and Regulation 22 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Company has adopted a Whistle BlowerPolicy and established the necessary vigil mechanism for Directors Employees andStakeholders to report genuine concerns about unethical behaviour actual or suspectedfraud or violation of the Company's code of conduct or ethics policy. The Company hasdisclosed the policy on the website of the Company i.e.

During FY20 no cases under this mechanism were reported to the Company and/or to anyof its subsidiaries.

30. Prevention of Sexual Harassment

The Company recognises its responsibility and continues to provide a safe workingenvironment for women free from sexual harassment and discrimination. In Compliance withthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 the Company has put in place a Policy on prevention of Sexual Harassment of Women atthe workplace.

During FY20 there were no complaints pending pursuant to the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013. The following isreported pursuant to Section 22 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013:

a) Number of complaints received in the year: Nil
b) Number of complaints disposed of during the year: Nil
c) Number of cases pending for more than ninety days: Nil
d) Number of workshops or awareness programmes against sexual harassment carried out:
The Company has conducted online training for creating awareness against sexual harassment against women at the work place.
e) Nature of action taken by the employer or district officer: Not applicable.

31. 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 provided in Annexure - 5 of thisreport.

Further a statement showing the names and other particulars of employees drawingremuneration in excess of the limits as set out in the Rules 5(2) and 5(3) of theaforesaid Rules forms part of this report. However in terms of first proviso to Section136(1) of the Act the Annual Report and Accounts are being sent to the members and othersentitled thereto excluding the aforesaid information. The said information is availablefor inspection by the members at the Registered Office of the Company during businesshours on working days and through electronic means. Members can request the same bysending an email to till the Annual General Meeting. If any member isinterested in obtaining a copy thereof such member may write to the Company Secretary

32. Directors' Responsibility Statement:

Pursuant to the Requirement under Section 134(5) of the Companies Act 2013 it ishereby confirmed that:

a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;

b) 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 at the end of the financial year and ofthe profit of the Company for that period;

c) the Directors had 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) the directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and operating effectively;and

f) the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

33. Reporting of Frauds by Auditors

During FY20 under review the Statutory Auditors and the Secretarial Auditor have notreported any instances of fraud committed in the Company by its Officers or Employees tothe Audit Committee under Section 143(12) of the Companies Act 2013 the details of whichneed to be mentioned in this Report.

34. RBI/FEMA Compliance

During FY20 under review Pursuant to RBI's master circular No. 15/2015-16 dated July1 2015 the Statutory Auditors of the Company have certified the compliances with regardto Regulations of downstream investments.

35. Corporate Governance

The Company is committed to maintaining the highest standards of Corporate Governanceand adhere to Corporate Governance requirements set out by the SEBI. The report onCorporate Governance as stipulated under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 forms an integral part of this Report. The requisitecertificate from the Statutory Auditors of the Company confirming compliance with theconditions of Corporate Governance is attached with the report on Corporate Governance.

36. Particulars of Loans Guarantees or Investments

Particulars of loans given and investments made are given in the notes for theStandalone financial statements and Consolidated Financial Statements (refer note no. 6& 7 of the Standalone and Consolidated financial statements for the year ended March31 2020 respectively).

37. Maintenance of Cost Records

The maintenance of cost records for the services rendered by the Company is notrequired pursuant to Section 148(1) of the Companies Act 2013 read with Rule 3 of theCompanies (Cost records and Audit) Rules 2014.

38. General

The Directors state that during FY20:

1. The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.

2. The Company has not issued any sweat equity shares during the year.

3. There is no change in the nature of business of the Company. There are nosignificant and material orders passed against the Company by the Regulators or Courts orTribunals that would impact the going-concern status of the Company and its futureoperations.

39. Appreciation

The Directors place on record their sincere appreciation for the assistance andguidance provided by the Government Regulators Stock Exchanges Depositories otherstatutory bodies and the Company's Bankers for the assistance cooperation andencouragement extended to the Company.

The Directors also gratefully acknowledge all stakeholders of the Company vizcustomers members dealers vendors banks and other business partners for the excellentsupport received from them during the year. Your involvement as shareholders is alsogreatly valued. The Directors look forward to your continuing support.

Recognising the challenging work environment the Directors also place on record theirappreciation for the dedication and commitment displayed by the employees of the Companyand its subsidiaries as well as its associates across all levels.

For and on behalf of the Board

Venkataraman Rajamani Narendra Jain
Managing Director Whole-Time Director
DIN: 00011919 DIN: 01984467
Date: May 15 2020
Place: Mumbai