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Muthoot Capital Services Ltd.

BSE: 511766 Sector: Financials
NSE: MUTHOOTCAP ISIN Code: INE296G01013
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VOLUME 1020
52-Week high 495.50
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Mkt Cap.(Rs cr) 581
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OPEN 353.30
CLOSE 357.50
VOLUME 1020
52-Week high 495.50
52-Week low 327.00
P/E
Mkt Cap.(Rs cr) 581
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 of

Muthoot Capital Services Limited

Your Directors have pleasure in presenting the 27th Annual Report onyour Company's business and operations together with audited financial statements of theCompany for the financial year ended March 31 2021.

1. PERFORMANCE HIGHLIGHTS

A snapshot on key performance highlights of your Company during a period that wastough for doing business due to the COVID-19 Pandemic is as given below:

a) Financial Results

The summarized financial results of your Company for the FY 2020 - 2021 are givenbelow:

Particulars 2020 - 2021 2019 - 2020
Total Income 505 04.45 586 80.37
Total Expenses 435 54.05 493 33.91
Profit Before Tax (PBT) 69 50.40 93 46.46
Tax Expense 18 04.02 32 98.78
Profit After Tax (PAT) 52 19.01 60 17.60
Basic Earnings Per Share (EPS) 31.29 36.77

b) Business Growth

Your Company was able to conclude the year ended March 31 2021 with limited reductionin its loan portfolio in spite of the disruptions caused by the pandemic that led toadverse macro-economic conditions for all business including ours. The total Asset UnderManagement (AUM) (including sold portfolio) of your Company decreased by 21%. The AUM(including sold portfolio) of the Company as on March 31 2021 came down to `2088 48.08lakhs as against `2650 44.97 lakhs that was there as on March 31 2020.

c) Profitability

The total income of the Company decreased to `505 04.45 lakhs during the FY 2020 - 2021as against `586 80.37 lakhs during the FY 2019 - 2020. The total expenditure for the FY2020 - 2021 was at `435 54.05 lakhs. The Company achieved a net profit after tax of `5219.01 lakhs during the FY 2020 - 2021 while the same was `60 17.60 lakhs for the FY 2019 -2020. The Net Interest Margin (NIM) is reported at 63.0 % for the current financial yearas against 61.2% in FY 2019 - 2020.

d) Asset Quality

As on March 31 2021 the gross NPA and net NPA in the books of your Company stood at`251 77.47 lakhs and

`115 74.32 lakhs respectively. The Provision Coverage on the entire on loan book stoodat 8.7% against 4.8% as on March 31 2020. Your Company witnessed increase indelinquencies from the third quarter of the year post the moratorium period granted tothe borrowers as per the RBI regulations as an after-effect of the 1st wave ofthe COVID-19 Pandemic. Your Company has assessed and provided for the anticipated futuredelinquencies on account of COVID-19 Pandemic to the extent `14 82.00 lakhs at the end ofthe current financial year.

e) Net worth & Capital Adequacy Ratio

Based on the current year profitability of `52 19.01 lakhs the net worth of yourCompany stood at `559 56.21 lakhs as against `507 37.21 lakhs in the previous year. TheCompany's total Capital Adequacy Ratio (CRAR) as on March 31 2021 stood at 31.78% of theaggregate risk weighted assets on the Balance Sheet and risk adjusted value of the off -Balance Sheet items which is significantly above the statutory minimum of 15%. Of theCRAR 31.07% was from Tier - 1 Capital and the balance 0.71% was Tier - 2 Capital. TheCRAR as on March 31 2020 stood at 24.93%.

f) Earnings Per Share

Earnings Per Share of your Company during the year under review is reported at `31.29against `36.77 as on March 31 2020. Return on Equity was at 9.8% for the currentfinancial year.

2. DIVIDEND

To ensure availability of capital for future growth of the Company and to deal with theuncertain socio-economic environment due to the pandemic your Board of Directors are ofthe view that ploughing back of profit after tax into the business is a necessity of timeand hence have not recommended any dividend for the FY 2020 - 2021.

3. RESERVES

Your Board of Directors have transferred an amount of `10 50.00 lakhs to the StatutoryReserve maintained under Section 45-IC of the Reserve Bank of India Act 1934. The Companyhas not transferred any amount to the General Reserve for the financial year ended March31 2021. Post transfer of profits to reserves your Board has decided to retain `41 69.01lakhs as surplus in the Profit and Loss Account.

4. RESOURCE MOBILISATION

a) Share Capital

The authorized share capital of the Company is `25 00.00 lakhs and the paid-up sharecapital of the Company is

`16 44.75 lakhs. The Company had not issued any equity shares either with or withoutdifferential rights during the FY 2020 - 2021 and hence the disclosure requirements underSection 43 and Rule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014 isnot applicable.

b) Debentures

During the year under review your Company issued Secured Redeemable Non-ConvertibleDebentures and raised an amount aggregating to `275 00.00 lakhs on a private placementbasis in various tranches. The NCDs are listed on the debt market segment of the BSELimited. Details of all the above-mentioned issues were submitted to the Board on aperiodic basis. As specified in the respective offer documents the funds raised from NCDsare being utilized for various financing activities onward lending to repay existingindebtedness working capital and general corporate purposes of the Company. Details ofthe end-use of funds were furnished to the Audit Committee on a quarterly basis. TheCompany is in compliance with the applicable guidelines issued by the Reserve Bank ofIndia as amended from time to time. The Company has been regular in making payments ofinterest on all the NCDs issued by the Company on a private placement basis as and whendue. As on March 31 2021 the residual portion of Secured Redeemable Non-ConvertibleDebentures under private placement including those issued during earlier years along withinterest accrued is `285 29.10 lakhs. The debentures issued are secured by way of floatingcharge on the current assets of the Company. The non-convertible debentures of yourCompany are 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 and IDBI Trusteeship Services LimitedAsian Building Ground Floor 17 R. Kamani Marg Ballard Estate Mumbai - 400 001 are theDebenture Trustee for ensuring and protecting the interests of debenture holders.

c) Fixed Deposits

Your Company is a Non - Banking Financial Company (NBFC) registered with Reserve Bankof India (RBI) having a Deposit Taking License. The Company started accepting fixeddeposits during 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 2021 received by the Companyincluding interest accrued at that date is `55 64.28 lakhs. As on March 31 2021 thereare 84 accounts of fixed deposits amounting to `1 89.35 lakhs which have become due forpayment but have not been claimed by the depositors.

Being an NBFC registered with RBI the provisions of Chapter V of the Companies Act2013 relating to acceptance of deposits by Companies is not applicable to the Company.

Communication to Deposit Holders: The Company has the practice of sendingcommunication by registered post to the deposit holders whose accounts are about tomature two months prior to the date of maturity. If the deposit holders do not respond tothe communication the Company contacts the depositors in person instructing them tosurrender the fixed deposit certificate and claim the amount. In case where thedepositors are not traceable due to change in address/phone numbers another regularcommunication is sent to the deposit holder and other modes to contact the deposit holdersare also initiated till the deposits are repaid.

Trustees for Deposit Holders: Based on the RBI Guidelines for trustees of depositholders of the NBFC your Company has appointed IDBI Trusteeship Services Limited astrustees for protecting the interests of deposit holders.

In compliance with the Master Circular - Miscellaneous Instruction to all NBFCs datedJuly 01 2014 your Company has created a floating charge on the Statutory Liquid Assetsin favour of IDBI Trusteeship Services Limited as trustee on behalf of the depositors asrequired under the extant provisions.

d) Subordinated Debts

The Company had in the current year raised money through issue of subordinated debts.As of March 31 2021 the total amount of outstanding subordinated debts includingaccrued interest was `66 28.79 lakhs as against

`66 02.21 lakhs in the previous year. The subordinated debts and public depositsconsist of 6.26 % of our total funding. e) Bank Finance

The Company raises funds for its working capital resources purpose mainly from banks.As on March 31 2021 the total outstanding amount of credit facilities from Banks were`1306 91.50 lakhs as against `1455 56.41 lakhs as on March 31 2020 excluding interestaccrued.

Apart from the above the Company has been sourcing funds through Securitization andDirect Assignment transactions. During the year under review the Company has sourced `13085.99. lakhs (net of MRR) (previous year

`909 60.31 lakhs). The same has been invested into by a Bank and a NBFC and the valueremaining outstanding as on March 31 2021 was `214 39.99. lakhs (previous year `733 58.61lakhs).

5. DIRECTORS

As on March 31 2021 the Board of your Company consisted of the following sevenDirectors:

Category Name of Directors
Executive Director Mr. Thomas George Muthoot Managing Director
Non - Executive - Non - Independent Directors Mr. Thomas John Muthoot Chairman
Mr. Thomas Muthoot Director
Mr. A.P. Kurian
Non - Executive Independent Directors Mrs. Radha Unni
Mr. K M Abraham
Mr. Thomas Mathew

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 have vast knowledge and experience in their relevant fields andthe Company had benefitted immensely by their presence in the Board. The key Boardqualifications expertise attributes are given in details in the Report on CorporateGovernance that is forming part of this Report.

Mr. Thomas John Muthoot Director (DIN: 00011618) retires at the ensuing Annual GeneralMeeting (AGM) and being eligible offers himself for re-appointment. The Board ofDirectors recommends the re-appointment of Mr. Thomas John Muthoot as Director of theCompany. The detailed profile of Mr. Thomas John Muthoot recommended for re-appointment isenclosed with the Notice for the 27th AGM of the Company.

The term of Mr. Thomas George Muthoot (DIN: 00011552) as Managing Director of theCompany expires on July 11 2021. Your Directors recommend his re-appointment as ManagingDirector for the further term of 5 years with effect from July 12 2021 subject to theterms and conditions mentioned in the notice to the forthcoming Annual General Meeting ofthe Company.

a) Changes in Directors and Key Managerial Personnel (KMP) during the FY 2020 - 2021

During the year under review there were no changes in the composition of the Board ofDirectors of your Company. Mr. Thomas George Muthoot Managing Director Mr. Vinodkumar M.Panicker Chief Finance Officer and Mr. Abhijith Jayan Company Secretary & ComplianceOfficer are the KMPs of the Company as recorded by the Board as on March 31 2021.

b) Declaration by Independent Directors

On April 01 2021 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 June 19 2021.

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 based on merit and candidates will be considered againstobjective criteria having due regard for the benefits of diversity on the Boardincluding 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 provided in thewebsite of the Company and can be accessed on:https://www.muthootcap.com/wp-content/uploads/2020/07/Policy_on_Nomination_and_Remuneration.pdf

The Policy on Nomination and Remuneration sets out the criteria for determiningqualifications positive attributes and independence of Director and the norms forevaluation 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 excludingthe Director 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 2020 - 2021 your Board of Directors met five times. More details aboutthe meetings of the Board are given in 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 henceconsolidation and the provisions relating to the same under the Companies Act 2013 andRules made thereunder are not applicable 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. The Company is mainly into the business of providing vehicle loans (two-wheelerand used cars) for which during the year under review the Company has disbursed loans tothe extent of `694 82.29 lakhs and as on March 31 2021 the total outstanding amount was`1922 89.26 lakhs. The Company had disbursed business / corporate loans to the extent of`32 70.00 lakhs and as on March 31 2021 the outstanding amount is `111 57.28 lakhs. TheCompany had entered into pool buyout arrangement of loan receivables amounting to `2280.83 lakhs (after deducting 5% / 10% for MRR requirement) during the year under review.The aggregate amount outstanding under loan buyout as on March 31 2021 was `28 38.18lakhs.

The sourcing of two-wheeler and used car business of the Company takes place mainly atthe dealer points where Company representatives are present and through branches of itsgroup's flagship company Muthoot Fincorp Limited. The Company is also having sourcing ofcustomers through its mobile app.

8. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TOWHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

The ongoing threat of COVID-19 Pandemic and its effect on the overall economy hasimpacted consumer sentiments and collections thereby affecting the Company's performance.Even after the 2nd wave of the pandemic which impacted the economy severelythere is a discussion of a 3rd wave that would be there. The Government isforced to respond at unprecedented levels to protect public health local economies andlivelihoods. All these have substantially increased the estimation of uncertainty in thepreparation of the Financial Statements. Your Company has developed various accountingestimates in these Financial Statements based on forecasts of economic conditions whichreflect expectations and assumptions as of March 31 2021 about future events that themanagement believe are reasonable under these circumstances. There is a considerabledegree of judgement involved in preparing forecasts. Accordingly actual economicconditions are likely to be different from those forecast since anticipated eventsfrequently do not occur as expected and the effect of those differences may significantlyimpact accounting estimates included in these Financial Statements. The significantaccounting estimates impacted by these forecasts and associated uncertainties arepredominantly related to expected credit losses fair value measurement and recoverableamount assessments of non-financial assets. Across the geographies in which the Companyoperates the COVID-19 outbreak has led to a worsening of economic conditions andincreased uncertainty which has been reflected in higher Expected Credit Loss(‘ECL') provisions. Furthermore credit losses may increase due to exposure tovulnerable sectors of the economy such as retail automobile and consumer durables. Theimpact of the pandemic on the long-term prospects of businesses in these sectors isuncertain and may lead to significant credit losses on specific exposures which may nothave been fully captured in ECL estimates.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS COURTS AND TRIBUNALS

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.

10. RISK MANAGEMENT

The Board oversees the enterprise-wide risk management functions of the Company and aseparate Risk Management Committee of the Board supervises the risk management functions.Apart from these the Company has a separate Risk Management Department that co-ordinatesand administers the risk management functions thereby setting up a top to down focus onthe risk management. The Company believes that risk resilience is key to achieve highergrowth. To this effect the Company have a well-defined Risk Management Policy in place tocreate and protect shareholder value by minimizing threats or losses and identifying andmaximizing opportunities and thereby to ensure sustainable business growth with stabilityand to promote a pro-active approach in reporting evaluating and resolving risksassociated with the business. The policy lays down broad guidelines for timelyidentification assessment and prioritization of risks affecting the Company in the shortand foreseeable future. The Policy suggests framing an appropriate response action for thekey risks identified so as to make sure that risks are adequately addressed or mitigated.The said policy is approved by the Board and reviewed from time to time.

The risk management framework in the Company is periodically reviewed by the RiskManagement Committee of the Board. The Internal Auditors are also having a complete reviewof risk assessments and associated management action plans. All material risks of theCompany emerging in the course of its business are identified assessed and monitored andnecessary actions are taken on a regular basis.

Detailed discussion on Risk Management forms part of Management Discussion &Analysis under the section ‘Risks and Concerns' which forms a part of this AnnualReport. At present in the opinion of your Board of Directors there are no material riskswhich may threaten the existence of the Company.

11. ADEQUACY OF INTERNAL AUDIT AND FINANCIAL CONTROLS

The Company has in place a stabilized and effective Internal Audit and FinancialControls system calibrated to the risk appetite of the Company and aligned to the sizescale and complexity of the business operations of the Company. The said financialcontrols of the Company is evaluated by the Audit Committee as per Schedule II Part C ofthe SEBI (LODR) Regulations 2015.

Apart from Statutory Audit and Concurrent Audit your Company in compliance withSection 138 of the Companies Act 2013 had engaged M/s. PKF Sridhar & Santhanam LLPas the Internal Auditors of the Company for the FY 2020 - 2021. The scope and authority ofthe Internal Audit function is defined in the Audit Policy of the Company duly approvedand recommended by the Audit Committee of the Board and approved and adopted by the Boardof Directors. The Internal Audit function essentially validates and ensures that theCompany has in place adequate controls procedures and policies ensuring orderly andefficient conduct of its business including adherence to the Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of accounting records and timely preparation of reliable financialinformation. The Internal Audit function provides independent assurance to the Board ofDirectors and Senior Management on the quality and effectiveness of the Company's internalcontrol risk management and governance systems and processes thereby helping the Boardand Senior Management protect the Company and its reputation.

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. Improvementssuggested are tracked with identified timelines for its completion. Accordingly yourBoard is of the opinion that the Company's internal financial controls were adequate andeffective during FY 2020 - 2021.

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility activities at Muthoot Capital Services Limitedencompasses much more than social outreach programmes. The Company believes that CSR is away of creating shared value and contributing to social and environmental good. With thisphilosophy the CSR activities of the Company is centered around a theme called HEELi.e. Health Education Environment and Livelihood. Aligningwith its vision your Company has been continuing to increase value in the community inwhich it operates through its services and CSR initiatives so as to stimulate well-beingfor the community in fulfillment of its role as a responsible corporate citizen. TheBoard has constituted a Corporate Social Responsibility Committee (CSR Committee) tooversee and monitor the CSR activities of the Company. The CSR Committee of the Companyhas formulated and recommended to the Board a Corporate Social Responsibility Policy (CSRPolicy) indicating the activities to be undertaken by the Company which has been approvedby the Board. The Company's CSR Policy is committed towards CSR activities as envisaged inSchedule VII of the Companies Act 2013. The CSR Policy is available on the website of theCompany at https://www.muthootcap.com/wp-content/uploads/2020/07/CSR_Policy-MCSL.pdf

During the year the Company spent an amount of `2 06.80 lakhs identified as CSRactivities. The details of the CSR Policy and CSR Committee of the Company and theinitiatives undertaken by the Company on CSR activities during the year under review areset out in Annexure 2 to this Report in the format prescribed as per the Companies(Corporate Social Responsibility Policy) Rules 2014.

The composition and other details of the CSR Committee and its meetings are detailed inthe Report on Corporate Governance forming part of this Report.

13. AUDIT & AUDITORS

a) Statutory Auditors

M/s. Varma & Varma Chartered Accountants (FRN: 004532S) Sreeraghavam KeralaVarma Tower Bldg. No. 53/2600 B C D & E Off. 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. However based on the RBIGuidelines Ref. No. DoS. CO. ARG / SEC. 01 / 08. 91. 001 / 2021-22 dated April 27 2021the tenure of the Statutory Auditors has now been reduced to a maximum of three years.Since the current auditors have completed four years they would need to be replaced withnew auditors. The recommendation for the appointment of a new Statutory Auditors will beplaced before the Shareholders separately. The Board has duly examined the StatutoryAuditor's Report to the accounts which is self-explanatory. Clarifications wherevernecessary have been included in the Notes to the Accounts section of the Annual Report.Further your Directors confirm that there are no qualification reservation or adverseremark or disclaimer in the Independent Auditor's Report provided by Statutory Auditorsfor the FY 2020 - 2021.

b) Secretarial Auditors

The Board at its meeting held on May 28 2020 re-appointed M/s. SEP & AssociatesCompany Secretaries Building No. C.C 56/172 KC Abraham Master Road Panampilly NagarKochi - 682 036 to conduct the Secretarial Audit for the year ended March 31 2021 incompliance with the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

The Secretarial Audit Report in form MR-3 submitted by the Secretarial Auditors forthe FY 2020 - 2021 is enclosed to this report as Annexure 3. The Directors of yourCompany confirms that there are no qualification reservation or adverse remark ordisclaimer in Secretarial Audit Report for the period under review.

14. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India on Board Meeting and General Meetings.

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 and foreign exchange earnings andoutgo does not apply to your Company. The Company is however constantly pursuing itsgoal of technological upgradation in a cost-effective manner for delivering qualitycustomer 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 10 of Part C of Schedule V of the SEBI (LODR)Regulations 2015. A brief note on the highlights of the Whistle Blower Policy andcompliance with the same is also provided in the Report on Corporate Governance whichforms 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 bythe Company during the FY 2020 - 2021 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 2020 - 2021 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 shareholders forrelated party transactions with Muthoot Microfin Limited Muthoot Fincorp Limited andMuthoot Bankers at the AGMs held on June 06 2017 June 14 2018 and September 28 2020respectively for a period of five years even though the said transactions were notmaterial in nature.

All related party transactions that were entered into during the financial year endedMarch 31 2021 were on an arm's length basis and were in the ordinary course of businessexcept the transaction Muthoot Bankers on windmill business for which the Company hadobtained the approval of shareholders. Therefore the provisions of Section 188 of theCompanies Act 2013 were not attracted for the rest of the transactions. Also there areno materially significant related party transactions during the year under review made bythe Company with Promoters Directors or other designated persons which may have apotential conflict with the interest of the Company at large. Thus disclosures as perForm AOC-2 under Section 134 (3) (h) of the Companies Act 2013 read with Rule 8 (2) ofthe Companies (Accounts) Rules 2014 is not required. However the disclosure oftransactions with related party for the year as per IND-AS 24 Related Party Disclosuresis given in Notes to the Accounts section of the Annual Report.

The Company has in place a Board approved Related Party Transaction Policy which isavailable on the website of the Company at https://www.muthootcap.com/wp-content/uploads/2020/07/rpt-policy-mcsl.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 4.

The information as required to be provided in terms of Section 197 (12) of theCompanies Act 2013 read with Rule 5(2) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is enclosed to this Report as Annexure 5.

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 and debt instruments arealso listed on the BSE Limited during the current year. Your Company has paid the requiredlisting fees to both the Stock Exchanges for the FY 2020 - 2021.

21. BUSINESS RESPONSIBILITY REPORT

A Business Responsibility Report as required under Regulation 34 (2) (f) of the SEBI(LODR) Regulations 2015 is enclosed as part of the report.

22. 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.

23. 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.

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:https://www.muthootcap.com/wp-content/uploads/2020/07/Fair_Practice_Code-MCSL.pdf

The FPC is also reviewed by the Board at frequent intervals to ensure its level ofadequacy and appropriateness.

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 enclosed to this Report as Annexure6. The Annual Return of the Company is available on the website and can be accessed atwww.muthootcap.com/investors under Corporate Disclosures tab.

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 eachMuthootians for their continuing support and unstinting efforts in ensuring an excellentall-round operational performance during such tiring times and every well-wisher for theircontinued commitment dedication and co-operation.

DECLARATION REGARDING RECEIPT OF CERTIFICATE OF INDEPENDENCE FROM ALL INDEPENDENTDIRECTORS

I hereby confirm that the Company has received from all the Independent Directorsnamely Mr. A.P Kurian Mrs. Radha Unni Mr. K.M. Abraham and Mr. Thomas Mathew acertificate stating their Independence as required under Section 149 (6) of the CompaniesAct 2013.

Sd/-
Thomas George Muthoot
Kochi Managing Director
June 19 2021 DIN: 00011552

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