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Muthoot Capital Services Ltd.

BSE: 511766 Sector: Financials
NSE: MUTHOOTCAP ISIN Code: INE296G01013
BSE 00:00 | 09 Apr 232.15 -2.25
(-0.96%)
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254.95

HIGH

254.95

LOW

223.20

NSE 00:00 | 09 Apr 232.20 -0.40
(-0.17%)
OPEN

234.00

HIGH

239.95

LOW

225.00

OPEN 254.95
PREVIOUS CLOSE 234.40
VOLUME 1748
52-Week high 935.00
52-Week low 223.20
P/E 5.88
Mkt Cap.(Rs cr) 382
Buy Price 232.00
Buy Qty 3.00
Sell Price 240.00
Sell Qty 75.00
OPEN 254.95
CLOSE 234.40
VOLUME 1748
52-Week high 935.00
52-Week low 223.20
P/E 5.88
Mkt Cap.(Rs cr) 382
Buy Price 232.00
Buy Qty 3.00
Sell Price 240.00
Sell Qty 75.00

Muthoot Capital Services Ltd. (MUTHOOTCAP) - Director Report

Company director report

BOARD’S REPORT

Dear Members

Your Directors are pleased to present the 25th Board’s Report on yourCompany’s business and operations together with audited financial statements of theCompany for the financial year ended March 31 2019.

1. PERFORMANCE HIGHLIGHTS

a) Financial Results

The summarized financial results of your Company for the FY 2018 - 2019 are givenbelow:

(Rs. in lakhs except earnings per share)

Particulars 2018 - 2019 2017 - 2018
Total Income 535 27.42 398 08.56
Total Expenses 408 02.88 315 62.54
Profit Before Tax (PBT) 127 24.54 82 46.02
Tax Expense 44 82.07 28 78.30
Profit After Tax (PAT) 82 42.47 53 67.72
Basic Earnings Per Share (EPS) 50.11 36.39

b) Business Growth

During the Financial Year (FY) ended March 31 2019 your Company was able to achievean impressive growth. The total Asset Under Management (AUM) (including sold portfolio) ofyour Company increased by 22.48%. The AUM (including sold portfolio) of the Company as onMarch 31 2019 stood at t 2741 04.67 lakhs whereas the same as on March 31 2018 was t2238 02.63 lakhs.

c) Profitability

The total income of the Company increased to t 535 27.42 lakhs during the FY 2018 -2019 as against t 398 08.56 lakhs during the FY 2017 - 2018. The total expenditure for theFY 2018 - 2019 was at t 408 02.88 lakhs. The Company achieved an all-time high profit of t82 42.47 lakhs while the same was t 53 67.72 lakhs in FY 2017 - 2018. The Net InterestMargin (NIM) improved to 69.83% as against 69.15% in FY 2017 - 2018.

d) Asset Quality

As on March 31 2019 the gross NPA and net NPA in the books of your Company stood at t113 13.80 lakhs and t 61 90.43 lakhs respectively. The Provision Coverage Ratio stood at45.28%. Your Company has adopted new and aggressive methods to control delinquencies andthe NPA figures and hence have been able to achieve this in spite of the aftermath of theKerala floods which temporarily increased the delinquency substantially.

e) Net worth & Capital Adequacy Ratio

Based on the higher profitability of Rs. 82 42.47 lakhs the net worth of your Companyincreased by 20.92% to Rs. 476 35.45 lakhs as against Rs. 393 92.98 lakhs in the previousyear. The Company’s total Capital Adequacy Ratio (CAR) as on March 31 2019 stood at21.88% of the aggregate risk weighted assets on the Balance Sheet and risk adjusted valueof the off - Balance Sheet items which is above the statutory minimum of 15%. Out of theabove Tier I CAR stood at 21.17% and Tier II CAR stood at 0.71%. The CAR as on March 312018 stood at 22.04%.

f) Earnings Per Share

Earnings Per Share of your Company has improved from Rs. 36.39 to Rs. 50.11 during theyear under review. Return on Equity reached 19.37% during the year.

2. DIVIDEND

In view of the business growth plans of the Company the launch of new products andproposed investment in IT/infrastructure in the forthcoming years the Board of Directorsof your Company decided to plough back the profit after tax into the business and hencehave not recommended any dividend for the FY 2018 - 2019.

3. RESERVES

Your Board of Directors has transferred an amount of Rs. 16 50.00 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 2019. Post transfer of profits to reserves your Board decided to retain Rs. 185 04.84lakhs as surplus in the Profit and Loss Account.

4. RESOURCE MOBILISATION

a) Share Capital

The authorized share capital of the Company is Rs. 25 00.00 lakhs and the paid-up sharecapital of the Company is Rs. 16 44.75 lakhs. The Company had not issued any equity shareseither with or without differential rights during the FY 2018 - 2019 and hence thedisclosure requirements under Section 43 of the Companies Act 2013 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 2018 - 2019. As on March 312019 the residual portion of secured redeemable non-convertible debentures under privateplacement during earlier years along with interest accrued is Rs. 6.21 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 and duly repaid the same on the maturitydate(s). The Commercial Papers of your Company are rated "A1" by CRISIL.

d) 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"FA+/Stable" by CRISIL.

The outstanding amount of fixed deposits as on March 31 2019 received by the Companyincluding interest accrued at that date is Rs. 66 07.17 lakhs. As on March 31 2019 thereare 92 accounts of fixed deposits amounting to Rs. 1 77.34 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 are notresponding to the communication Company contacts the depositors in person instructingthem to surrender 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: Subject to 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.

e) Subordinated Debts

The Company has in the current year raised money through issue of subordinated debts.As of March 31 2019 the total amount of outstanding subordinated debts includingaccrued interest was Rs. 63 72.38 lakhs as against Rs. 65 05.99 lakhs in the previousyear.

The subordinated debts and public deposits consists of 8.26% of our total funding.

f) Bank Finance

The Company raised funds for its working capital resources mainly from banks. As onMarch 31 2019 the total outstanding amount of credit facilities from Banks were Rs. 134904.18 lakhs as against Rs. 1149 10.26 lakhs as on March 31 2018 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 Rs.837 34.51 lakhs (net of MRR) (previous year Rs. 439 76.23 lakhs). The same has beeninvested into by Banks / NBFCs / Mutual Funds and the value remaining outstanding as onMarch 31 2019 was Rs. 656 84.87 lakhs (previous year Rs. 322 02.37 lakhs).

5. DIRECTORS

The Board of your Company consists of the following seven Directors:

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
Non - Executive Independent Directors Mr. A.P. Kurian
Mr. R.K. Nair1
Mrs. Radha Unni
Mr. K M Abraham2
Mr. Thomas Mathew3

1 Resigned with effect from March 28 2019

2 Appointed as Additional Independent Director with effect from January 18 2019

3 Appointed as Additional Independent Director with effect from April 01 2019

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. The key Boardqualifications expertise attributes are given in details in the Report on CorporateGovernance 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 25th AGM of the Company.

Mr. A.P. Kurian (DIN: 00008022) and Mrs. Radha Unni (DIN: 03242769) were appointed asthe Independent Directors of the Company by the shareholders at the 20th Annual GeneralMeeting held on September 03 2014 for a period of five consecutive years i.e. for aterm upto September 02 2019. Hence Mr. A P Kurian and Mrs. Radha Unni will completetheir initial term as per Companies Act 2013 as an Independent Director of the Company onSeptember 02 2019. Since they are eligible your Board recommends the re-appointment ofMr. A.P. Kurian and Mrs. Radha Unni for one more term subject to the approval ofshareholders by way of special resolution. The detailed profile of Mr. A.P. Kurian andMrs. Radha Unni recommended for re-appointment in the ensuing AGM is enclosed with theNotice for the 25th AGM of the Company.

a) Changes in Directors and Key Managerial Personnel (KMP) during the FY 2018 - 2019

During the FY 2018 - 2019 Mr. K.M. Abraham (DIN: 05178826) has been appointed as theAdditional Independent Director on the Board with effect from January 18 2019. The Boardof your Company recommends the regularization of appointment of Mr. K.M. Abraham in theensuing AGM for a period of five years.

The Board also appointed Mr. Thomas Mathew (DIN: 01277149) as the AdditionalIndependent Director of the Company at the Board meeting held on March 28 2019. Theappointment of Mr. Thomas Mathew is effective from April 01 2019. The Board of yourCompany recommends the regularization of appointment of Mr. Thomas Mathew in the ensuingAGM for a period of five years.

The detailed profile of Mr. K.M. Abraham and Mr. Thomas Mathew recommended forre-appointment in the ensuing AGM is enclosed with the Notice for the 25th AGM of theCompany.

During the FY 2018 - 2019 Mr. R.K. Nair Independent Director (DIN: 00631889) hasresigned from the Board with effect from March 28 2019 due to compelling personal reasonsand pre-occupation with other professional commitments. The Board places on record theirappreciation for the commendable contribution made by Mr. R.K. Nair as IndependentDirector during his tenure in the Company. The Board took on record the confirmation fromMr. R.K. Nair that there are no material reasons for resignation other than thoseprovided.

Mr. Ravi Oruganti who was appointed as the Company Secretary & Compliance Officerat the Board meeting held on April 17 2018 has resigned with effect from the closinghours of March 28 2019 due to personal reasons.

Mr. Thomas 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 312019.

b) Declaration by Independent Directors

On April 01 2019 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 24 2019.

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 includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under Section 178 (3) of the Companies Act 2013 is provided onthe website of the Company and can be accessed on: https://muthootcap.com/admin/uploads/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 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 2018 - 2019 your Board of Directors met seven 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 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 two-wheeler loans forwhich during the year under review the Company has disbursed loans to the extent of Rs.1851 00.78 lakhs and as on March 31 2019 the total outstanding amount (including soldportfolio) was Rs. 2339 39.44 lakhs. The Company had disbursed business/corporate loans tothe extent of Rs. 225 43.50 lakhs and as on March 31 2019 the outstanding amount is Rs.315 88.81 lakhs. Apart from the above the Company has ventured into the disbursement of

used car loans and disbursed an amount of Rs. 4 12.22 lakhs during the year underreview. As on March 31 2019 the total outstanding amount was Rs. 3 45.85 lakhs.

The Company had entered into pool buyout arrangement of loan receivables amounting toRs. 54 45.73 lakhs (after deducting 5% / 10% for MRR requirement) during the year underreview. The aggregate amount outstanding under loan buyout as on March 31 2019 was Rs.52 06.46 lakhs.

The sourcing of two-wheeler and used car business of the Company takes place mainly atthe dealer points for two wheelers and through branches of its group company MuthootFincorp Limited. During the FY 2018 - 2019 the Company has also started sourcing throughits mobile app which is in the nascent stage.

8. MATERIAL CHANGES AND COMMITMENTS IF ANY 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

There 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. 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 to have a ‘top to down’ focus onthe risk management.

The Company believes that risk resilience is key to achieving higher growth. To thiseffect the Company have a well-defined Risk Management Policy in place to create andprotect shareholder value by minimizing threats or losses and identifying and maximizingopportunities to ensure sustainable business growth with stability and to promote apro-active approach in reporting evaluating and resolving risks associated with thebusiness. The policy lays down broad guidelines for timely identification assessment andprioritization of risks affecting the Company in the short and foreseeable future. ThePolicy suggests framing an appropriate response for the key risks identified so as tomake sure that risks are adequately addressed or mitigated. The said policy is approved bythe 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 on aregular basis.

Detailed discussion on Risk Management forms part of Management Discussion &Analysis under the section ‘Risks and Concerns’ which forms 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 are 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 PKF Sridhar & Santhanam LLP as theInternal Auditors of the Company for the FY 2018 - 2019. The scope and authority of theInternal Audit function is defined in the Audit Policy of the Company duly recommended bythe Audit Committee of the Board and approved and adopted by the Board of Directors. TheInternal Audit function essentially validates and ensures that the Company has in placeadequate controls procedures and policies ensuring orderly and efficient conduct of itsbusiness including adherence to the Company’s policies safeguarding of its assetsprevention and detection of frauds and errors accuracy and completeness of accountingrecords and timely preparation of reliable financial information. The Internal Auditfunction provides independent assurance to the Board of Directors and Senior Management onthe quality and effectiveness of the Company’s internal control risk management andgovernance systems and processes thereby helping the Board and Senior Management toprotect 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 operations were observed. Accordinglyyour Board is of the opinion that the Company’s internal financial controls wereadequate and effective during FY 2018 - 2019.

12. 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 has undertakena number of enriching and enlivening activities in the areas of Health EducationEnvironment and Livelihood.

The Board has constituted a Corporate Social Responsibility Committee (CSR Committee)to oversee 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 asenvisaged in Schedule VII of the Companies Act 2013. The CSR Policy is available on thewebsite of the Company at https://muthootcap.com/admin/uploads/CSR_Policy-MCSL.pdf

During the year the Company spent an amount of Rs. 131.21 lakhs towards its 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 theCompanies (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 23rd AGM heldon June 06 2017 for a period of five years.

The Board has duly examined the Statutory Auditors’ Report to the accounts whichis self-explanatory. Clarifications wherever necessary have been included in the Notesto the Accounts section of the Annual Report. Further your Directors confirm that thereare no qualifications reservations or adverse remarks or disclaimers in the IndependentAuditor’s Report provided by Statutory Auditors for the FY 2018 - 2019.

b) Secretarial Auditors

The Board at its meeting held on April 17 2018 appointed M/s. SVJS & AssociatesCompany Secretaries 65/2364A Ponoth Road Kaloor Kochi Ernakulam - 682 017 to conductthe Secretarial Audit for the year ended March 31 2019 in compliance with the provisionsof Section 204 of the Companies Act 2013 and the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014.

The Secretarial Audit Report in form MR-3 submitted by the Secretarial Auditors forthe FY 2018 - 2019 is enclosed to this report as Annexure 3. The Directorsof your Company confirms that there are no qualifications reservations or adverse remarksor disclaimers in Secretarial Audit Report for the period under review.

14. 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-effective manner for delivering quality customer service.

15. 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 and compliance with thesame is also provided in the Report on Corporate Governance which forms part of thisReport.

16. 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.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Directors confirm that all contracts/arrangements/transactions entered into by theCompany during the FY 2018 - 2019 with related parties were in compliance with theprovisions of the Companies Act 2013 and

SEBI (LODR) Regulations 2015. The Company had obtained prior approval of the AuditCommittee for all the related party transactions during the FY 2018 - 2019 as envisaged inRegulation 23 (2) of the SEBI (LODR) Regulations 2015. Further the Audit Committee hadgiven prior omnibus approval under Regulation 23 (3) of the SEBI (LODR) Regulations 2015for related party transactions that are foreseen and of repetitive nature during theperiod under review and the required disclosures are made to the Committee on quarterlybasis against the approval of the Committee.

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 August 21 2015 June 06 2017 and June 14 2018respectively 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 2019 were on an arm’s length basis and were in the ordinary course ofbusiness. Therefore the provisions of Section 188 of the Companies Act 2013 were notattracted.

Also there are no materially significant related party transactions during the yearunder review made by the Company with Promoters Directors or other designated personswhich may have a potential conflict with the interest of the Company at large. Thusdisclosures as per Form AOC-2 under Section 134 (3) (h) of the Companies Act 2013 readwith Rule 8 (2) of the Companies (Accounts) Rules 2014 is not required. However thedisclosure of transactions with related party for the year as per Accounting Standard-18Related Party Disclosures is 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://muthootcap.com/admin/uploads/RPT-Policy-MCSL.pdf

18. 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.

19. LISTING

Equity shares of your Company is 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 2019 - 2020.

20. 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.

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

22. FAIR PRACTICE CODE (FPC)

The Company has in place a Fair Practice Code approved by the Board on April 022012 in compliance with the guidelines issued by the RBI to ensure better service andprovide necessary information to customers to take informed decisions. The FPC isavailable on the website of the Company at: https://muthootcap.com/admin/uploads/Fair_Practice_Code-MCSL.pdf

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

23. CUSTOMER GRIEVANCE

The Company has a dedicated Customer Grievance Redressal Cell for receiving andhandling customer complaints/grievances and ensuring that the customers are treated fairlyand without bias at all times. All issues raised by the customers are dealt with courtesyand redressed expeditiously.

24. EXTRACT OF ANNUAL RETURN

The extract of the annual return in form MGT-9 is placed on the website of the Companyand can be accessed at: https://muthootcap.com/admin/uploads/MGT-9_31.03.2019.pdf

25. 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 the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) we had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;

c) we had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d) we had prepared the annual accounts on a going concern basis;

e) we had laid down internal financial controls to be followed by the Company and thatsuch internal financial controls are adequate and were operating effectively; and

f) we had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

26. 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 cooperation 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.

For and on behalf of the Board of Directors

Sd/-
THOMAS JOHN MUTHOOT
Kochi Chairman
April 24 2019 DIN:00011618