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Muthoot Capital Services Ltd.

BSE: 511766 Sector: Financials
NSE: MUTHOOTCAP ISIN Code: INE296G01013
BSE 00:00 | 17 Aug 1147.25 3.05
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NSE 00:00 | 17 Aug 1153.70 7.25
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OPEN 1126.35
PREVIOUS CLOSE 1144.20
VOLUME 3636
52-Week high 1300.00
52-Week low 491.10
P/E 27.66
Mkt Cap.(Rs cr) 1,887
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1126.35
CLOSE 1144.20
VOLUME 3636
52-Week high 1300.00
52-Week low 491.10
P/E 27.66
Mkt Cap.(Rs cr) 1,887
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Muthoot Capital Services Ltd. (MUTHOOTCAP) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 24th Board's Report on theCompany's business and operations together with audited financial statements of theCompany for the financial year ended March 31 2018.

1. PERFORMANCE HIGHLIGHTS a) Financial Results

the summarized financial results of your Company for the FY 2017 - 2018 are givenbelow:

(Rs. in lakhs except earnings per share)

Particulars 2017 - 2018 2016 - 2017
Total Income 398 08.56 284 19.99
Total Expenses 315 62.54 238 01.32
Profit Before Tax 82 46.02 46 18.67
Tax Expense 28 78.30 16 09.50
Profit ARs.er Tax 53 67.72 30 09.17
Basic Earnings Per Share (EPS) 36.39 21.93

Note: Previous year figures have been reworked re-grouped re-arranged andre-classified to conform to the current year presentation. EPS for FY 2016 - 2017 has beenrestated based on the bonus issue made in June 2017 (Previous year reported at Rs. 24.13).

b) Business Growth

During the Financial Year (FY) ended March 31 2018 your Company was able to achievean impressive growth. total Asset Under Management (AUM) of your Company increased by55.45%. AUM of the Company as on March 31 2018 stood at Rs. 22 38 02.63 lakhs whereas forthe same for the FY 2016 - 2017 was Rs. 14 39 68.04 lakhs.

c) Profitability

total income of the Company increased to Rs. 398 08.56 lakhs during the FY 2017 - 2018as against Rs. 284 19.99 lakhs during the FY 2016 - 2017. the total expenditure for the FY2017 - 2018 was at Rs. 315 62.54 lakhs. the Company achieved an all-time high profit ofRs. 53 67.72 lakhs while the same was Rs. 30 09.17 lakhs in FY 2016 - 2017. the NetInterest Margin (NIM) improved to 69.15% as against 63.43% in FY 2016 - 2017.

d) Asset Quality

As on March 31 2018 the gross NPA and net NPA in the books of your Company stood atRs. 87 91.27 lakhs and Rs. 56 92.98 lakhs respectively. the Provision Coverage Ratio stoodat 35.33%. Your Company has also adopted new methods to control NPA figures and improveasset quality at lower costs.

e) Net worth & Capital Adequacy Ratio

Based on the higher profitability and the Qualified Institutional Placement (QIP) ofRs. 165 02.59 lakhs undertaken by the Company the net worth of your Company increased by121.33% to Rs. 393 92.99 lakhs as against Rs. 177 98.50 lakhs in the previous year. theCompany's total Capital Adequacy Ratio (CAR) as on March 31 2018 stood at 22.04% of theaggregate risk weighted assets on the Balance Sheet and risk adjusted value of the off -Balance Sheet items which is above the statutory minimum of 15%. Out of the above Tier ICAR stood at 19.69% and Tier II CAR stood at 2.35%. the CAR as on March 31 2017 stood at16.98%.

f) Earnings Per Share

Earnings Per Share of your Company has improved from Rs. 21.93 (restated from Rs. 24.13as reported last year based on bonus issue made in June 2017) to Rs. 36.39 during theyear under review. Return on Equity reached 21.17% during the year.

2. DIVIDEND

In view of the business growth plans of the Company and investment planned indigitization and technology the Board of

Directors of your Company decided to plough back the profit aRs.er tax into thebusiness and hence have not recommended any dividend for the FY 2017 - 2018.

3. RESERVES

Your Board of Directors has transferred an amount of Rs. 10 80.00 lakhs to theStatutory Reserve maintained under Section 45-IC of the Reserve Bank of India Act 1934.the Company has not transferred any amount to the General Reserve for the FY ended March31 2018. Post transfer of profits to reserves your Board decided to retain Rs. 119 12.37lakhs as surplus in the Profit and Loss Account.

4. RESOURCE MOBILISATION a) Share Capital

the authorised share capital of the Company was increased from Rs. 15 00.00 lakhs toRs. 25 00.00 lakhs during the FY 2017 - 2018. the change in paid up share capital of theCompany during the year is given below:

Reason for Change No. of Shares Face Value Premium Issue Size
(`) if any (`) (` in lakhs)
Issue of Bonus Shares 12 47 258 10.00 Nil 124.73
Issue of shares under Qualified Institutions Placement (QIP) 27 27 700 10.00 595.00 165 02.59

the paid up capital of your Company as on March 31 2018 is Rs. 16 44.75 lakhs. theCompany had not issued any equity shares with differential rights during the FY 2017 -2018 and hence the disclosure requirements under Section 43 and Rule 4 (4) of theCompanies (Share Capital and Debentures) Rules 2014 is not applicable.

b) Debentures

the Company has not issued any debentures during the FY 2017 - 2018. As on March 312018 the residual portion of secured redeemable non-convertible debentures under privateplacement during earlier years along with interest accrued is Rs. 18.13 lakhs. thedebentures issued are secured by way of floating charge on the current assets of theCompany. the non-convertible debentures of your Company is rated as "A-/Stable"by CRISIL.

Trustees for Debenture Holders: Mr. A Gopalakrishnan Chartered Accountant M/s. K.Venkatachalam Aiyer & Co. Chartered Accountants Building No. 41/3647 B First FloorBlue Bird Towers Providence Road Kochi - 682 018 is the Debenture Trustee for ensuringand protecting the interests of debenture holders.

c) Commercial Papers

During the year under review your Company has raised funds for its working capitalrequirements by way of issue of Commercial Papers. the Commercial Papers of your Companyare rated as "A1" by CRISIL.

the outstanding amount of Commercial Papers as on March 31 2018 is Rs. 145 23.09lakhs.

d) Fixed Deposits

Your Company is a Non - Banking Financial Company (NBFC) registered with Reserve Bankof India (RBI) having a Category A (Deposit Taking) License. the Company started acceptingfixed from the FY 2013 - 2014. the fixed deposits of the Company are rated as"FA-/Stable" by CRISIL.

the outstanding amount of fixed deposits as on March 31 2018 received by the Companyincluding interest accrued at that date is Rs. 88 00.20 lakhs. As on March 31 2018 thereare 124 accounts of fixed deposits amounting to Rs. 1 99.82 lakhs which have become duefor payment but have not been claimed by the depositors.

Chapter V of the Companies Act 2013 relating to acceptance of deposits by Companiesis not applicable to the Company since it is an NBFC registered with RBI.

Communication to Deposit Holders: the Company has the practice of sendingcommunication by registered post two months in advance to the deposit holders whoseaccounts are about to mature. If the deposit holders are not responding to thecommunication Company will contact the depositors in person instructing them to surrenderthe fixed deposit certificate and claim the amount. In case where the depositors are nottraceable due to change in address/phone numbers another regular communication is sent tothe deposit holder and other modes to contact the deposit holders are also initiated tillthe deposits are repaid.

Trustees for Deposit Holders: Subject to the provisions of RBI Guidelines fortrustees of deposit holders of the NBFC your Company has appointed IDBI TrusteeshipServices Limited as trustees for protecting the interests of deposit holders. Incompliance with the Master Circular - Miscellaneous Instruction to all NBFCs dated July01 2014 your Company has created a floating charge on the Statutory Liquid Assets infavour of IDBI Trusteeship Services Limited as trustee on behalf of the depositors asrequired under the extant provisions.

e) Subordinated Debts

the Company had in the current year raised money through issue of subordinated debts.As of March 31 2018 the total amount of outstanding subordinated debts includingaccrued interest was Rs. 65 05.99 lakhs as against Rs. 52 37.71 lakhs in the previousyear.

the subordinated debts and public deposits consists of 10.49 % of our total funding.

f) Bank Finance

the Company raised funds for its working capital resources mainly from banks. As onMarch 31 2018 the total outstanding amount of credit facilities from Banks were Rs. 114910.25 lakhs as against Rs. 814 81.62 lakhs as on March 31 2017 (Amounts are given withoutinterest accrued).

Apart from the above the Company has been sourcing funds through Securitization andDirect Assignment transactions. During the year under review the Company has sourced Rs.439 76 .23 lakhs (net of MRR) (previous year Rs. 349 55.74 lakhs). the same has beeninvested by Banks/ NBFCs and the value remaining outstanding as on March 31 2018 was Rs.322 02 .37 lakhs (previous year Rs. 236 00.89 lakhs).

5. DIRECTORS

As on March 31 2018 the Board of your Company consists of six Directors as follows:

Category Name of Directors
Executive Director Mr. omas George Muthoot Managing Director
Mr. omas John Muthoot Chairman
Non - Executive - Non Independent Directors
Mr. omas Muthoot Director
Mr. A.P. Kurian
Non - Executive Independent Directors Mr. R.K. Nair
Ms. Radha Unni

the composition of the Board is in line with the requirements of the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations2015. All the Directors are having vast knowledge and experience in their relevant fieldsand the Company had benefitted immensely by their presence in the Board.

Mr. omas Muthoot Director (DIN: 00082099) retires at the ensuing Annual GeneralMeeting (AGM) and being eligible offers himself for re-appointment. the Board ofDirectors recommends the re-appointment of Mr. omas Muthoot as Director of the Company.the detailed profile of Mr. omas Muthoot recommended for re-appointment is enclosed withthe Notice for the 24th AGM of the Company.

a) Changes in Directors and Key Managerial Personnel (KMP) during the FY 2017 - 2018

During the year under review there were no changes in the composition of the Board ofDirectors of your Company. Mr. Syam Kumar R. Company Secretary & Head - Governanceone of the KMPs of the Company has resigned with effect from the closing hours of January15 2018 due to personal reasons.

Mr. omas George Muthoot Managing Director and Mr. Vinodkumar M. Panicker ChiefFinance Officer are the KMPs of the Company as recorded by the Board as on March 312018.

b) Declaration by Independent Directors

On April 01 2018 the Company has received declaration from each Independent Directorof the Company under Section 149 (7) of the Companies Act 2013 that they meet thecriteria of independence as laid down in Section 149 (6) of the Companies Act 2013 andsubsequently the same was placed at the Board Meeting held on April 17 2018.

A declaration by Managing Director confirming the receipt of this declaration fromIndependent Directors is enclosed to this Report as Annexure 1.

c) Policy on Board Diversity

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

(i) Diversity is ensured through consideration of a number of factors including butnot limited to skills regional and industry experience background and other qualities.

(ii) the Company shall also take into account factors based on its own business modeland specific needs from time to time.

(iii) the Nomination & Remuneration Committee shall lead the process for Boardappointment and for identifying and nominating for approval of the Board candidates forappointment to the Board.

(iv) the benefits of experience/knowledge in the areas relevant to the Company anddiversity continue to influence succession planning and continue to be the key criteriafor the search and nomination of Directors to the Board. (v) Board appointments are basedon merit and candidates will be considered against objective criteria having due regardfor the benefits of diversity on the Board including gender.

d) Policy on Nomination & Remuneration

the Company's policy on Director's appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under Section 178 (3) of the Companies Act 2013 is enclosed to thisReport as Annexure 2. the Policy on Nomination and Remuneration sets out thecriteria for determining qualifications positive attributes and independence of Directorand the norms for evaluation of the Board its Committees and individual Directors.

e) Formal Annual Evaluation of Board and its Committees

Based on the Policy on Nomination and Remuneration the Board has carried out an annualevaluation of its own performance its Committees and Independent Directors excluding theDirector being evaluated.

the detailed note on the annual Board evaluation process undertaken in compliance withthe provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015 is given inthe Report on Corporate Governance which forms part of this Report.

f) Meetings of the Board

During the FY 2017 - 2018 your Board of Directors met eight times. More details aboutthe meetings of the Board is given the Report on Corporate Governance forming part ofthis Report. g) Committees of the Board

the details of the Committees of the Board their composition terms of reference andthe activities during the year are elaborated in the Report on Corporate Governanceforming part of this Report.

6. SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

the Company has no subsidiary/joint venture/associate company and hence consolidationand the provisions relating to the same under the Companies Act 2013 and Rules madethereunder are not applicable to the Company.

7. CHANGE IN THE NATURE OF BUSINESS

During the year under review there was no change in the nature of business of theCompany. the Company is mainly into the business of providing two wheeler loans for whichduring the year under review the Company has disbursed loans to the extent of Rs. 175838.00 lakhs and as on March 31 2018 the total outstanding amount was Rs. 1939 76.65lakhs. the Company had disbursed business/corporate loans to the extent of Rs. 211 31.11lakhs and as on March 31 2018 the outstanding amount is Rs. 267 54.03 lakhs.

the Company had entered into pool buyout arrangement of loan receivables amounting toRs. 34.53 lakhs (aRs.er deducting 5% or 10% for MRR requirement). the aggregate amountoutstanding under loan buyout as on March 31 2018 was Rs. 57.89 lakhs. the sourcing oftwo wheeler business for the Company takes place mainly at the dealer points for twowheelers. the Company has already activated 2869 dealers.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

ere were no material changes and commitments affecting the financial position of theCompany between the end of financial year and the date of this Report.

9. CREDIT RATING

the Credit Rating enjoyed by the Company as on March 31 2018 is as given below:

Credit Rating Agency Instrument Rating as on March 31 2018 Migration during the FY 2017 - 2018
CRISIL Bank Facilities CRISIL A-/ Stable No change
CRISIL Public Deposits FA-/Stable No change
CRISIL Commercial Paper CRISIL A1 No change
CRISIL Non-Convertible Debentures CRISIL A-/ Stable No change

10. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

Your Directors confirm that there were no significant and material orders passed by theregulators or courts or tribunals impacting the going concern status and Company'soperations in future.

11. RISK MANAGEMENT

Risk Management is embedded in the operating framework of the Company. the Companybelieves that risk resilience is key to achieving higher growth. To this effect theCompany has a well-defined Risk Management Policy in place to create and protectshareholder value by minimizing threats or losses and identifying and maximizingopportunities and thereby to ensure sustainable business growth with stability and topromote a pro-active approach in reporting evaluating and resolving risks associated withthe business. the policy lays down broad guidelines for timely identification assessmentand prioritization of risks affecting the Company in the short and foreseeable future. thePolicy suggests framing an appropriate response action for the key risks identified so asto make sure that risks are adequately addressed or mitigated.

the risk management framework in the Company is periodically reviewed by the RiskManagement Committee of Board of Directors. the Internal Auditors are also having acomplete review of risk assessments and associated management action plans. Detaileddiscussion on Risk Management forms part of Management Discussion & Analysis under thesection ‘Risks and Concerns' which forms part of this Annual Report. At present inthe opinion of your Board of Directors there are no risks which may threaten theexistence of the Company.

12. ADEQUACY OF INTERNAL AUDIT AND FINANCIAL CONTROLS

the Company has in place robust Internal Audit and Financial Controls with reference tothe financial statements which is evaluated by the Audit Committee as per Schedule IIPart C of the SEBI (LODR) Regulations 2015.

Apart from Statutory Audit and Concurrent Audit your Company in compliance withSection 138 of the Companies Act 2013 had engaged PKF Sridhar & Santhanam LLP as theInternal Auditors of the Company for the FY 2017 - 2018. the Internal Audit functionessentially validates and ensures that the Company has in place adequate controlsprocedures and policies ensuring orderly and efficient conduct of its business includingadherence to the Company's policies safeguarding of its assets prevention and detectionof frauds and errors accuracy and completeness of accounting records and timelypreparation of reliable financial information.

the Audit Committee oversees and reviews the functioning of the entire audit team andthe effectiveness of internal control system at all levels and monitors the implementationof audit recommendations. During the year such control systems were assessed and noreportable material weaknesses in the design or operation were observed. Accordingly yourBoard is of the opinion that the Company's internal financial controls were adequate andeffective during FY 2017 - 2018.

13. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility activities at Muthoot Capital Services Limitedencompasses much more than social outreach programmes. Aligning with its vision yourCompany has been continuing to increase value in the community in which it operatesthrough its services and CSR initiatives so as to stimulate well-being for the communityin fulfillment of its role as a responsible corporate citizen. the Company had undertakena number of enriching and enlivening activities in the areas of health educationenvironment and livelihood.

the Company's CSR Policy is committed towards CSR activities as envisaged in ScheduleVII of the Companies Act 2013. the details of the CSR Policy and CSR Committee of theCompany and the initiatives undertaken by the Company on CSR activities during the yearunder review are set out in Annexure 3 to this Report in the formatprescribed as per the Companies (Corporate Social Responsibility Policy) Rules 2014.

the CSR Policy is available on the website of the Company athttp://muthootcap.com/wp-content/uploads/CSR-Policy.pdf. the composition and other detailsof the CSR Committee is detailed in the Report on Corporate Governance forming part ofthis Report.

14. AUDIT & AUDITORS

a) Statutory Auditors

M/s. Varma & Varma Chartered Accountants (FRN: 004532S) Sreeraghavam KeralaVarma TowerRs.Bldg. No. 53/2600 B C D & E ORs.. Kunjanbava Road Vyttila P.O.Kochi - 682 019 were appointed as the Statutory Auditors of the Company during the 23rdAGM held on June 06 2017 for a period of five years.

the Board has duly examined the Statutory Auditors' Report to the accounts which isself-explanatory. Clarifications wherever necessary have been included in the Notes tothe Accounts section of the Annual Report. Further your Directors confirm that there areno qualification reservation or adverse remark or disclaimer in the Independent Auditor'sReport provided by Statutory Auditors for the FY 2017 - 2018.

b) Secretarial Auditors

the Board at its meeting held on April 18 2017 appointed M/s. SVJS & AssociatesCompany Secretaries 39/3525 Kausthubham Manikkath Road Ravipuram Kochi - 680 016 toconduct the Secretarial Audit for the year ended March 31 2018 in compliance with theprovisions of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

the Secretarial Audit Report in form MR-3 submitted by the Secretarial Auditors forthe FY 2017 - 2018 is enclosed to this report as Annexure 4. the Directorsof your Company confirms that there are no qualification reservation or adverse remark ordisclaimer in Secretarial Audit Report for the period under review.

15. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

Considering the nature of activities the provisions of Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8 (3) of the Companies (Accounts) Rules 2014 relatingto conservation of energy and technology absorption does not apply to your Company. theCompany is however constantly pursuing its goal of technological upgradation in acost-eRs.ective manner for delivering quality customer service.

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

Your Company has in place a comprehensive Whistle Blower Policy in compliance withSection 177 (9) & 177 (10) of the

Companies Act 2013 and as per Regulation 4 (2) (d) (iv) & 34 (3) read with Para 10of Part C of Schedule V of the SEBI (LODR) Regulations 2015. A brief note on thehighlights of the Whistle Blower Policy and compliance with Code of Conduct is alsoprovided in the Report on Corporate Governance which forms part of this Report.

17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

the Company has not given any loans or provided any guarantee or made any investmentspursuant to Section 186 of the Companies Act 2013 during the period under review.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Directors confirm that all contracts/arrangements/transactions entered into by theCompany during the FY 2017 - 2018 with related parties were in compliance with theprovisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015. the Company hadobtained prior approval of the Audit Committee for all the related party transactionsduring the FY 2017 - 2018 as envisaged in Regulation 23 (2) of the SEBI (LODR)Regulations 2015. Further the Audit Committee had given prior omnibus approval underRegulation 23 (3) of the SEBI (LODR) Regulations 2015 for related party transactions thatare foreseen and of repetitive in nature during the period under review and the requireddisclosures are made to the Committee on quarterly basis against the approval of theCommittee.

In addition to the above the Company had obtained the approval of the Members forrelated party transactions with Muthoot Fincorp Limited Muthoot Bankers and MuthootMicroRs.n Limited at the AGMs held on September 03 2014 August 21 2015 and June 062017 respectively for a period of five years even though the said transactions were notmaterial in nature.

the disclosures as per Form AOC-2 under Section 134 (3) (h) of the Companies Act 2013read with Rule 8 (2) of the Companies (Accounts) Rules 2014 is enclosed to this Report asAnnexure 5. All the related party transactions entered into by the Companywere in the ordinary course of business on an arm's length basis and there were nomaterial contracts or arrangement or transactions at arm's length basis during the period.

the Company has in place a Board approved Related Party Transaction Policy which isenclosed to this Report as Annexure 6 and is also available on the websiteof the Company at http://muthootcap.com/wp-content/uploads/RPTRs.Policy.pdf.

19. PARTICULARS OF EMPLOYEES

Disclosures relating to remuneration of Directors under Section 197 (12) of theCompanies Act 2013 read with Rule 5 (1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is enclosed to this Report as Annexure 7.the information as required to be provided in terms of Section 197 (12) of the CompaniesAct 2013 read with Rule 5 (2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is enclosed to this Report as Annexure 8.

20. LISTING

Equity shares of your Company was listed on BSE Limited since April 24 1995 and onNational Stock Exchange of India Limited since August 24 2015. Your Company has paid therequired listing fees to both the Stock Exchanges for the FY 2018 - 2019.

21. CORPORATE GOVERNANCE REPORT

Your Company has taken adequate steps to adhere to all the stipulations laid down inRegulation 27 read with Part E of Schedule II and Schedule V of the SEBI (LODR)Regulations 2015 on Corporate Governance. the detailed Report on Corporate Governancealong with certificate on Corporate Governance from the Statutory Auditors forms part ofthis Report.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

the Management Discussion and Analysis Report for the year under review is included asa separate section forms part of this Report.

23. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Company has been employing 407 women employees in various cadres as on March 312018. the Company has in place a Policy on Prevention Prohibition and Redressal of SexualHarassment of Women at Workplace and an Internal Complaint Committee in line with therequirements of the Sexual Harassment of Women at Workplace (Prevention Prohibition and

Redressal) Act 2013 and Rules made thereunder for reporting and conducting inquiryinto the complaints made by the victim on the harassments at the work place. thefunctioning of the Committees were carried out as per letter and spirit contained in theprovisions of the Act. During the FY 2017 - 2018 the Company has not received anycomplaint of sexual harassment and hence there were no complaints pending for redressalas on March 31 2018. the Company had conducted 8 workshops/awareness programs regardingwomen empowerment during the period under review.

24. FAIR PRACTICE CODE (FPC)

the Company has in place a Fair Practice Code approved by the Board on April 02 2012in compliance with the guidelines issued by the RBI to ensure better service and providenecessary information to customers to take informed decisions. the FPC is available on thewebsite of the Company at: http://muthootcap.com/fair-practice-code/. the FPC is alsoreviewed by the Board at frequent intervals to ensure its level of adequacy andappropriateness.

25. CUSTOMER GRIEVANCE

the Company has a dedicated Customer Grievance Cell for receiving and handling customercomplaints/grievances and ensuring that the customers are treated fairly and without biasat all times. All issues raised by the customers are dealt with courtesy and redressedexpeditiously.

26. EXTRACT OF ANNUAL RETURN

the extract of the annual return in form MGT-9 is annexed to this report as Annexure9.

27. DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the CompaniesAct 2013 your Directors state that: a) in the preparation of the annual accounts theapplicable accounting standards had been followed along with proper explanation relatingto material departures; b) we had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period; c) we had takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; d) we had prepared the annualaccounts on a going concern basis; e) we had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and f) we had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

28. ACKNOWLEDGEMENTS

Your Directors wishes to place on record their appreciation and sincerely acknowledgethe contribution and support from shareholders customers depositors debenture holdersCentral and State Governments Bankers Reserve Bank of India Registrar of CompaniesKerala and Lakshadweep Securities and Exchange Board of India BSE Limited NationalStock Exchange of India Limited Registrar & Share Transfer Agents Credit RatingAgencies and other Statutory and Regulatory Authorities for the kind co-operation andassistance provided to us.

Your Directors also extend their special appreciation to each Muthootians for theircontinuing support and unstinting efforts in ensuring an excellent all-round operationalperformance and every well-wisher for their continued commitment dedication andco-operation.

Sd/-
Kochi omas John Muthoot
April 17 2018 Chairman
DIN: 00011618