It is our immense pleasure to present the thirtieth DIRECTORS' Report along with theAudited Standalone and Consolidated Financial Statements of your Company for the financialyear ended March 312020.
FINANCIAL SUMMARY/HIGHLIGHTS STATE OF AFFAIRS
| || || || ||(Rs. in lakhs) |
|Particulars ||Standalone ||Consolidated |
| ||FY 2019-20 ||FY 2018-19 ||FY 2019-20 ||FY 2018-19 |
|Revenue ||140090.41 ||137304.32 ||150343.19 ||144514.33 |
|Total Expenses ||117253.81 ||105610.73 ||127426.83 ||111682.27 |
|Profit before Depreciation and tax ||22836.60 ||31693.59 ||22916.36 ||32832.06 |
|Depreciation and amortization expenses ||1519.84 ||1131.89 ||1753.72 ||1251.12 |
|Profit Before Tax ||21316.76 ||30561.70 ||21162.64 ||31580.94 |
|Tax Expense ||5690.05 ||11067.42 ||5665.38 ||11431.30 |
|Profit after Tax ||15626.71 ||19494.28 ||15497.26 ||20149.64 |
|Other comprehensive income ||4454.43 ||2509.87 ||4482.47 ||2516.19 |
|Total comprehensive income for the year ||20081.14 ||22004.15 ||19979.73 ||22665.83 |
OPERATIONS FUND RAISE PROSPECTS AND FUTURE PLANS
Operational Highlights in brief (Standalone basis)
The aggregate gross loan portfolio (GLP) of the Company stood at Rs. 721989.65lakhs as on March 31 2020. This represents a year on year (YoY) growth of 13.30% ascompared to March 312019.
Loan amount of Rs. 804514.18 lakhs was disbursed in FY 2019-20representing an increase of 28.70% as compared to FY 2018-19.
The Company disbursed 25.55 lakhs loans during FY 2019-20 an increase of 9.22 %over FY 2018-19.
Average loan amount disbursed per account during FY 2019-20 was Rs. 0.33lakhs an increase of 17.80% from FY 2018-19.
The Company has operations spread across 23 states / union territories
During the Financial Year under review Company saw 19.84% decrease in itsprofitability with a net profit of Rs. 15626.71 lakhs for the year endedMarch 31 2020 as compared to Rs. 19494.28 lakhs for the year ended March31 2019. Profit before tax decreased by 30.25% to Rs. 21316.76 lakhs.Total Income has increased from Rs. 137304.32 lakhs for the year endedMarch 31 2019 to Rs. 140090.41 lakhs for the year ended March 31 2020which is mainly due to increase in 13.28% of Assets Under Management (AUM) in the Company.Interest income of the Company decreased to Rs. 107844.38 lakhs fromprevious year's interest income of Rs. 117950.47 lakhs. Loan AssetsPortfolio of the Company increased by Rs. 84622.94 lakhs during the yearreaching Rs. 721989.65 lakhs as on March 31 2020 as against Rs. 637366.71lakhs as on March 31 2019. The Return on Average Loan Assets decreased to 2.25% in FY2019-20 as compared to 3.01% in FY 2018-19. The cost of funds declined to 11.68% in FY2019-20 as compared to 12.53% in FY 2018-19. On account of the above the Net InterestMargin improved to 9.85% in FY 2019-20 as against 9.45% in FY 2018-19. Company's Strongliquidity position provides significant headroom for growth. Company has Long term CreditRating CARE A- Stable & ICRA A- Stable Short term rating CARE A1 & ICRA A1(upgraded from ICRA A2+); Grading MFI 1 (MFI One).
Operation's highlights are hereunder:
|Particulars ||March 312020 ||March 31 2019 |
|Number of branches ||1140 ||977 |
|Amount disbursed during the year (Rs. in lakhs) ||804514.18 ||625192.24 |
|Number of active Clients ||3080274 ||3149607 |
|Total Assets under management (Rs. In lakhs) ||721989.65 ||637366.71 |
Fund raised during FY 2019-20:
(a) Resource Mobilization:
During the year under review your company has continued to diversify the sources offunds and raised a sum of Rs. 642649.83 lakhs by way of short-term loanslong-term loans issue of NonConvertible Debentures Securitization & Assignments andCommercial Paper which has helped the Company to achieve itsRs. business target for FY2019-20. Out of overall borrowings Company has raised funds through issuance ofNon-Convertible Debentures has successfully completed 2 Issue of Non-ConvertibleDebentures during FY 2019-20 raising Rs. 18800.00 lakhs. Company alsoraised one term loan and one Non-Convertible Debentures through External CommercialBorrowing (ECB) route of Rs. 10686.00 lakhs and Rs. 6487.42lakhs respectively. Company has also raised Rs. 8005.00 lakhs during theyear through Subordinated debts (Rs. 20000.00 lakhs in previous year). Subordinated Debtsrepresents long term source of funds for the Company and the amount outstanding as onMarch 31 2020 was Rs. 50805.00 lakhs.
(b) Bank Finance:
Bank Finance remains an important source of funding for your Company. Commercial Bankscontinued their support to your Company. As of March 31 2020 borrowings from banks were Rs.514082.26 lakhs as against Rs. 335486.08 lakhs in the previousfinancial year.
Please refer the Management Discussion and Analysis Report for more information.
Company's Prospects Future Plans and Business Overview:
The Company's growth prospects remain positive as re-engineered process and controlsenable it to be well- equipped to handle any exigency. We are confident of successfullyhandling the disruptions due to lockdown owing to COVID-19 and the slowdown thereof. Untilnormalcy in economic activity returns it is difficult to estimate a guess on the exactdegree of harm caused to the financial system and the reconstruction efforts that willhave to be adopted. The primary aim is to consistently improve the portfolio quality whilemaintaining low delinquency and diversifying revenue sources Moreover the Company seeksto continue its efforts to diversify concentration risk by capping the per state exposureto 20% and per district exposure to <2% of AUM. Technology with its last mileconnectivity will continue to aid the growth potential by providing competitive edge overothers. We have successfully initiated centralized processes KYC compliance andreal-time credit bureau checks for greater productivity and supplemented security. Tominimize the impact of disruptions due to COVID-19 we successfully launched a new"Customer Service App" to increase digital and financial awareness amongcustomers and to help them connect with brand "SATIN". These initiatives willsignificantly reduce the risk of handling cash and also enable us to improve our overallproductivity and operational efficiency which in turn will help us build scale enhanceour reach and in turn improve our margins. Additionally the Company will continue tofocus on training and development of the workforce to enhance their capabilities andknowledge thus making them future ready. As GDP forecast is below 2% for India plusthere have been restrictions on movement due to lockdown disbursements are expected to bemuted around the levels of 2019-20.
The government stimulus package on MSME is promising after redefinition of MSME. Thepackages for standard stressed and potential MSMEs will ensure that they have theresources to bounce back once the headwinds start tapering. The special liquidity schemeand partial credit guarantee scheme for NBFCs HFCs and MFIs will ultimately benefit theend consumers many of which are in the rural and semiurban areas.
On the MSME front the Company will continue to pursue its strategic objective ofenriching the portfolio quality and expanding operations to newer geographies. Inaddition it will focus on secured retail MSME lending wholesale lending to small NBFCMFI and others with tightened credit norms. With respect to the housing finance theCompany aims to be a niche housing finance player in tier II III and IV cities and townsand further emphasize to boost excellent portfolio quality with NIL delinquency. TheCompany has also started expanding its footprints in the micro housing space whichpromises a secured high yield book. The BC arrangement with IndusInd bank will assist inscaling up the operations as it is a capital efficient model with on tap liquidity.Moreover the Company will continue to diversify its portfolio through the subsidiaries bycapitalizing on the distribution outreach.
Sustenance of the MFI industry depends on how efficiently funds flow in the days tocome since money is our raw material for carrying out business activities. Ultimatelythese funds flow through to support the incomes of the underprivileged clients especiallyin this critical period. While the present situation has created a high liquidity stressthe MFI industry has always bounced back in the face of adversity. Adaptation andinvestment on technology will play a pivotal role for the industry in the new normalscenario.
Please refer the Management Discussion and Analysis Report for more informationon your Company's Business Overview.
Impact of Covid-19
NBFCs have been struggling to keep alive in wake of the pandemic. The financialregulator in India has been taking rigorous steps to counter the impact of the pandemic onthe shadow banking sector. The central bank has been continuously tracking the sector inIndia and has taken a number of steps to support the NBFC sector in India and prevent itscollapse. The steps include measures to maintain adequate liquidity in the systemfacilitate smooth bank credit flow and ease financial strain amidst the deadly virusoutbreak. Some of these have been introduced during the last quarter of the FY 2019-20even before the actual outbreak of the disruption in our country.
Covid-19 is a natural crisis people have not lost their assets homes and capital inthat sense post lockdown collections will pick up and clients make efforts to restorenormalcy they will find us ready and waiting to help. They will need help to fully availthe RBI moratorium announced till end August 2020 financial advice to rebuild theirlives and additional credit to support their livelihoods. Given the RBI and the governmentpriority in ensuring liquidity the lending banks will extend support. The Indianmicrofinance sector can and will play a major role in ensuring confidence and credit atthe grassroots when it is needed the most to rebuild our country.
Over the years MFIs have proven their resilience. During demonetization repaymentrates recovered from 50% to 80% within a month and settled at upward of 90% within threemonths. With this as a reference point we can hope that repayment rates to MFIs willbounce back in the range of 90% within 3-4 months. This may rise further over a timehorizon of say six months. Slowing down fresh loan disbursements will be an obviousstrategy for MFIs particularly in the first few months which should allow them somespace to manage cash flows. The management of the Company has strong belief and strategicplans to come out with this period of pandemic in positive way like it has done in thepast during monetization.
Directors of your Company have recommended a final dividend (excluding dividenddistribution tax) on Preference shares as stated below:
|SI. No. Name of Preference Shareholders ||Preference Shares ||Period of dividend ||Recommended amount of Dividend per share |
|1. The names will be as reckoned by Registrar and Transfer Agent (RTA) as on cut-off (record) date ||25000000 12.10% Rated |
Cumulative Non-Convertible Compulsorily Redeemable Preference Shares
|April 012019 to March 312020 ||Rs. 1.21* |
*Amount of dividend is excluding of dividend distribution tax
In order to undertake and carry on future plans it is necessary to conserve theresources. Your Directors are of the opinion of retaining the profits for the year withinthe Company and thus have not recommended any dividend on equity shares for the yearended March 312020.
AMOUNT TRANSFERRED TO RESERVES
An amount of Rs. 3125.34 lakhs being 20% of the profit after tax (PAT)was transferred to statutory reserve of the Company pursuant to Section 45IC of theReserve Bank of India Act 1934.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company has duly complied with the provisions of Section 186 of the Companies Act2013 and Rules made thereunder. Details on loans guarantee or investments made during thefinancial year are mentioned in the notes to the financial statements.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The policies and procedures adopted by your Company take into account the designimplementation and maintenance of adequate internal financial controls keeping in viewthe size and nature of the business. The internal financial controls ensure the orderlyand efficient conduct of its business. The controls encompass safeguarding of yourCompany's assets strict adherence to policies and prevention and detection of frauds anderrors against any unauthorized use or disposition of assets and misappropriation offunds. These controls help to keep a check on the accuracy and completeness of theaccounting records and timely preparation of reliable financial disclosures. The AuditCommittee ensures that all procedures are properly authorized documented described andmonitored. Job rotation is mandatory across departments to ensure high level ofcorrectness and accuracy. Your Company has in place technologically advancedinfrastructure with computerization in all its operations including accounts and MIS.
Your Company has in place strong internal audit processes and systems which design anannual audit plan to ensure optimum portfolio quality and keep risks at bay. There is arisk based audit methodology for quarterly branch audits which are planned based onvarious risk based parameters. There is a full-fledged in-house Internal Audit department.The Regional Office Audit and Social Audit takes place on a quarterly basis whileCompliance Audit is done on the basis of feedback from other audits.
The Audit Committee of the Board of Directors comprising of Independent Directorsperiodically reviews the internal audit reports covering findings adequacy of internalcontrols and ensure compliances. The Audit Committee also meets the Company's StatutoryAuditors to ascertain their views on the financial statements including the financialreporting system compliance to accounting policies and procedures adequacy andeffectiveness of the internal controls and systems followed by the Company. InformationSystem Security controls enable the Company to keep a check on technology-related risksand also improve business efficiency and distribution capabilities. Your Company iscommitted to invest in IT systems including back-up systems to improve the operationalefficiency customer service and decisionmaking process.
High standards of your Company's internal control systems is adequately reflected in itreceiving ISO 27001:2013 Certification post qualifying two stages of audit by third partycertification body - Documentation audit and Control Testing audit. There is also anannual Surveillance Audit conducted by third party ISO Auditors to retain thecertification. This indicates your Company has an integrated and robust InformationSecurity Management System (ISMS) in its business processes & exemplifies thatinformation security and client confidentiality are part of the cornerstones of yourCompany's strategic objectives. This approach also ensures that employees supported by ITsystems and processes throughout the organization maintain a high standard of security.
Your Company has also introduced "Centralized Shared Services Center" withinits subsidiary businesses to create a unified support model across the group. This hasalso enabled to provide more structured effective & efficient services acrossBusiness reporting End user application support and in Management of Infrastructuresupport security & new requirements centrally. This has enabled a professionalsupport model within the organization and has helped restructuring the teams at differentlevel and brought in significant cost optimization.
MATERIAL EVENT RECORDED SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company i.e.March 312020 and the date of the DIRECTORS' Report.
DETAILS OF SUBSIDIARY AND ASSOCIATES COMPANIES AS REQUIRED UNDER RULE 8 OF THECOMPANIES (ACCOUNTS) RULES 2014
SUBSIDIARY AND ASSOCIATES COMPANIES
The Company has following 3 (Three) Wholly owned subsidiaries and does not have anyAssociate Company / Joint venture -
1. Taraashna Financial Services Limited (TFSL) - The Company was incorporated on May22 2012 originally as private limited company with the name Taraashna Services PrivateLimited and became Wholly Owned Subsidiary of the Company w.e.f. July 27 2018. During theyear under review the Company has changed its name from Taraashna Services Limited toTaraashna Financial Services Limited. TFSL is engaged in Business Correspondent activity.As on March 31 2020 its paid up capital stood at Rs. 16.04 Crores.
2. Satin Housing Finance Limited (SHFL) was incorporated on April 17 2017 as WhollyOwned Subsidiary of the Company. It is registered with National Housing Bank. SHFL isengaged in providing long-term finance for purchase construction extension and repair ofhouses for the retail segment along with loans against residential property commercialproperty and plots. The Company has further infused Rs. 30 Crores by way of equity sharecapital during the period under review. As on March 31 2020 its paid up capital stood atRs. 80 Crores.
3. Satin Finserv Limited (SFL) was incorporated on August 10 2018 as Wholly OwnedSubsidiary of the Company. It is RBI registered Non-Deposit taking Systemically ImportantNon- Banking Finance Company. SFL is engaged in providing business loans to micro smalland medium scale enterprises and to individuals. Further also engaged in providingcorporate loans. During the year under review your Company has further infused Rs. 80Crores by way of equity share capital. As on March 312020 its paid up capital stood at Rs.102.50 Crores.
Business Highlights of Taraashna Financial Services Limited
Taraashna Financial Services Limited (TFSL) has achieved a gross turnover of Rs. 6977.29lakhs during the year mainly from business correspondent activity (against total grossturnover of Rs. 6828.44 lakhs during the previous year). Disbursement forFY 2019-20 is Rs. 74090 lakhs as against Rs. 63869 lakhs inFY 2018-19 an increase of 16%. Its Networth stood at Rs. 5105.11 lakhs asat March 31 2020.TFSL has 3.76 lakhs unique active customers as at March 31 2020 andCost of Funds for FY 2019-20 at 13.75% as against 17% in FY 201819. TFSL has partneredwith six (6) sectoral banks and three (3) NBFCs and has received the income from all thenine Principal Partners during the FY 2019-20.
In long-run your Company can see bright future of TFSL.
Business Highlights of Satin Housing Finance Limited
Satin Housing Finance Limited SCNL's Wholly owned subsidiary net worth stood at Rs.7710.31 lakhs for the year ended March 312020. As on that date regulatoryCapital to Risk Assets Ratio (CRAR) was 125.89% which is well above the regulatoryrequirement of 13%. Further during the year under review National Housing Boardsanctioned Rs. 1500.00 lakhs under refinance facility to Housing FinanceCompany. SHFL's total income during the year ended March 312020 is Rs. 2099.21lakhs as compared to previous year ended March 312019 is Rs. 707.08 lakhsa growth of 197% and suffered net loss after tax during the year ended March 312020 is Rs.94.53
lakhs as compared to previous year ended March 312019 is Rs. 123.36lakhs reducing the loss by 23%.
Management of your Company is highly optimistic for bright future of SHFL in the yearsto come.
Business Highlights of Satin Finserv Limited
Satin Finserv Limited ("SFL") wholly owned subsidiary's net worth stood at Rs.10166.44 lakhs as on March 312020. The Capital to Risk Asset ratio in terms ofregulatory requirement is 92.06% which is well above the regulatory requirement of 15.00%.During the second year of operations SFL has shown decent growth in terms of Sanctions& Disbursements of Loans. During the year under review SFL has Disbursed Loans of Rs.11877.88 lakhs and thereby achieved AUM of Rs. 11026.21 lakhs.SFL reported Total Income during the year ended March 312020 is Rs. 1401.84lakhs and net profit after tax of Rs. 64.72 lakhs.
Management of your Company can see a positive outlook of the SFL in the years to come.
Consolidated Financial Statements
In accordance with Section 129(3) of the Companies Act 2013 and Regulation 34(2) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the ConsolidatedFinancial Statements of the Company including the financial details of all the subsidiarycompanies forms part of the Annual Report. The Consolidated Financial Statements havebeen prepared in accordance with the provisions of Indian Accounting Standards issued bythe Institute of Chartered Accountants of India.
Further a statement containing salient features of the financial statements of theCompany's subsidiaries in Form AOC-1 also form part of the Annual Report. Further theCompany has neither any Associates nor any Joint Ventures as on March 312020.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
As on March 312020 the Board of Directors of your company consist of 10 Directors.Their details are as follows:
|SI. No. Name of Directors ||Category |
|1 Mr H P Singh (Chairman cum Managing Director) ||Executive Promoter Director |
|2 Mr Satvinder Singh ||Non-Executive Promoter Director |
|3 Mr Rakesh Sachdeva ||Non-Executive Independent Director |
|4 Mr Sundeep Kumar Mehta ||Non-Executive Independent Director |
|5 Mr Rajeev Kakar ||Non-Executive Nominee Director |
|6 Mrs Sangeeta Khorana ||Non-Executive Woman Independent Director |
|7 Mr Goh Colin ||Non-Executive Independent Director |
|8 Mr Sanjay Kumar Bhatia ||Non-Executive Independent Director |
|9 Mr Arthur Sletteberg ||Non-Executive Nominee Director |
|10 Mr Anil Kumar Kalra ||Non-Executive Independent Director |
The Board was duly constituted in compliance with Regulation 17 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 during the financial year endedMarch 31 2020 and the changes in the Board during the financial year upto the date ofthis report are as follows:
A. Appointment Mr Rajeev Kakar
Pursuant to the Agreements between the Investor M/s Asian Development Bank("ADB") and the Company ADB had recommended name of Mr Rajeev Kakar (DIN:01888608) as its Nominee Director and liable to retire by rotation on the Board of theCompany. The Board on recommendation of Nomination and Remuneration Committee of theCompany has approved his appointment by passing a resolution by circulation dated June 62019.
Mr Christian B. Ramm
Pursuant to the Agreements between the SCNL promoters of SCNL & NordicMicrofinance Initiative Fund III KS ("NMI") and subsequent to resignation of MrArthur Sletteberg who was Nominee Director of NMI on the Board of your Company NMI hadrecommended the name of Mr Christian B. Ramm (DIN: 08096655) as its Nominee Director(representative of NMI) and liable to retire by rotation on the Board of the Company. TheBoard on recommendation of Nomination and Remuneration Committee of the Company hasapproved his appointment by passing a resolution by circulation dated May 30 2020.
Mr Davis Frederick Golding
Mr Davis Frederick Golding (DIN: 00440024)
Independent Director of the Company resigned from the Company w.e.f. April 12 2019.The Board place on its record its appreciation for the valuable contribution of Mr DavisFrederick Golding in the sustained growth of the Company during his tenure.
Mr Daniel Simpson Jacobs
Mr Daniel Simpson Jacobs (DIN:07858118) Nominee Director of the Company resigned fromthe Company w.e.f. March 3 2020. The Board placed on its record its appreciation for thevaluable contribution of Mr Daniel Simpson Jacobs in the sustained growth of the Companyduring his tenure.
Mr Rajeev Kakar
Mr Rajeev Kakar (DIN: 01888608) Nominee Director of the Company resigned from theCompany w.e.f. April 30 2020. The Board place on its record its appreciation for thevaluable contribution of Mr Rajeev Kakar in the sustained growth of the Company during hisshort tenure.
Mr Arthur Sletteberg
Mr Arthur Sletteberg (DIN: 07123647) Nominee Director of the Company resigned fromthe Company w.e.f May 30 2020. The Board placed on its record its appreciation for thevaluable contribution of Mr Arthur Sletteberg in the sustained growth of the Companyduring his tenure.
C. Retirement by rotation Mr Satvinder Singh
In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the Company Mr Satvinder Singh Director of the Company isliable to retire by rotation at the ensuing Annual General Meeting to be held on August 52020 and being eligible offer himself for re-appointment as Director (Non-ExecutivePromoter Non-Independent) of the Company. Brief resume and other details of Mr SatvinderSingh who is proposed to be re-appointed as a Director (Non-Executive PromoterNon-Independent) of the Company have been furnished in Notice of the ensuing AnnualGeneral Meeting.
D. Key Managerial Personnel
Mr H P Singh Chairman cum Managing Director Mr Jugal Kataria Group Controller MrKrishan Gopal Chief Financial Officer and Mr Adhish Swaroop Company Secretary &Compliance Officer are the Key Managerial Personnel of your Company in accordance with theprovisions of Sections 2(51) and 203 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
The present term of Mr H P Singh as Chairman cum Managing Director of the Company shallexpire on September 30 2020. The Board recommended the re-appointment of Mr H P Singh asChairman cum Managing Director of the Company effective from October 12020 for a furtherterm of five years.
During the year under review Mr Krishan Gopal was appointed as Chief Financial Officerand Key Managerial Personnel of the Company in place of Mr Jugal Kataria who had steppeddown from the post of CFO and designated as Group Controller and Key Managerial Personnelw.e.f. January 13 2020. Further Mr Adhish Swaroop was appointed as Company Secretary& Compliance Officer of the Company w.e.f. October 14 2019 in terms of Section 203 ofthe Companies Act 2013 read with Regulation 6 of SEBI Listing Regulations in place of MrChoudhary Runveer Krishanan who has resigned w.e.f. August 26 2019.
Meetings of the Board
During the period under review 6 (Six) Board Meetings were held the detail of thesame have been included in the Corporate Governance Report which forms part of the AnnualReport.
PERFORMANCE EVALUATION OF BOARD COMMITTEES AND DIRECTORS
Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation17(10) read with Part D of Schedule II of the SEBI (Listing Obligations and DisclosuresRequirement) Regulations 2015 the Nomination and Remuneration Committee and the Board ofDirectors have formulated a policy for performance evaluation (same is covered under theNomination and Remuneration Policy of the Company) of its own performance of variousmandatory Committees of the Board and of the individual Directors.
Further SEBI vide its circular (Ref. no. SEBI/HO/CFD/CMD/ CIR/P/2017/004) datedJanuary 5 2017 issued a guidance note on Board Evaluation for listed companies. In viewof the same and in terms of Board approved Nomination and Remuneration Policy theIndependent Directors in their separate meeting held on March 21 2020 under Regulation25(4) of the SEBI Listing Regulations 2015 and Schedule IV of the Companies Act 2013had:
(i) reviewed the performance of Non-Independent Directors and the Board as a whole;
(ii) reviewed the performance of the Chairperson of the Company taking into accountthe views of executive and non-executive Directors; and
(iii) assessed the quality quantity and timelines of flow of information between theCompany management and the Board that was necessary for the Board to effectively andreasonably perform their duties.
Further in terms of the provisions of Regulation 19(4) read with Part D of Schedule IIof the SEBI Listing Regulations 2015 and Section 178 of the Companies Act 2013 theperformance evaluation process of all the Independent and Non-Independent Directors of theCompany was carried out by the Nomination and Remuneration Committee in its meeting heldon March 23 2020.
Further in terms of Regulations 17(10) of the SEBI Listing Regulations 2015 andSchedule IV of the Companies Act 2013 the Board of Directors also in their meeting heldon May 15 2020 carried out the performance evaluation of the Independent Directors(excluding the Director being evaluated) and that of its Committees.
The entire performance evaluation process was completed to the satisfaction of Board.
STATEMENT ON DECLARATION "CERTIFICATE OF INDEPENDENCE" U/S 149 (6) FROMINDEPENDENT DIRECTORS
The Board has Independent Directors and there is an appropriate balance of skillsexperience and knowledge in the Board to enable the Board to discharge its functions andduties effectively. The Independent Directors have submitted disclosure that they meet thecriteria of independence as provided under Section 149(6) of Companies Act 2013 and SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015.
COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company is in Compliance with the Secretarial Standards on Meeting of the Board ofDirectors (SS-1) and Secretarial Standards on General Meeting (SS-2) for the financialyear ended March 312020.
DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134 (5) of the Companies Act2013 the Board of Directors of the Company hereby confirm and state that:
1. in the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
2. they have 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 as on March 31 2020 and of the profit and loss ofthe Company for the year ended March 312020;
3. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. they have prepared the annual accounts for financial year ended March 312020 on agoing concern basis;
5. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively duringthe financial year ended March 312020; and
6. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively during thefinancial year ended March 312020.
INFORMATION ON MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
During the period under review there were no significant and material orders passed bythe regulators or courts or tribunals impacting the going concern status of the Companyand its operations in future.
RELATED PARTY TRANSACTIONS
The Company has put in place a policy for Related Party Transactions (RPT Policy)which has been approved by the Board of Directors. The Policy provides for identificationnecessary approvals by the Audit Committee/ Board reporting and disclosure requirementsin compliance with the requirements of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
All transactions entered by the Company during the financial year with related partieswere on armsRs. length basis and in the ordinary course of business. All such RPTs wereplaced before the Audit Committee/ Board for approval wherever applicable. The AuditCommittee reviews all RPTs periodically.
During the year under review your Company has not entered into any contracts/arrangement / transaction with related parties which could be considered material inaccordance with Regulation 23 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the policy of the Company on materiality of RPTs. Thepolicy for determining material subsidiary materiality of RPTs and dealing with RPTs asapproved by the Board may be accessed on the website of the Company and the web-link ofthe same is https://satincreditcare.com/wp-content/uploads/2019/10/Materiality-ploicy.pdf.
Particulars of contracts or arrangements with related parties referred to in Section188(1) is given in Form AOC-2 as Annexure-I. Further details of Related PartyTransactions as required to be disclosed as per Indian Accounting Standard 24"Related Party Disclosures" specified under Section 133 of the Companies Act2013 are given in the Notes to the Financial Statements.
Furtherance to this the remuneration paid to Mr H P Singh Chairman cum ManagingDirector and sitting fee paid to nonexecutive Directors (other than Investor's nominee)for each Board/Committee meeting(s) attended shown under Related party disclosures segmentunder "Notes to the account" of Balance Sheet in terms of Indian AccountingStandard - 24 issued by The Institute of Chartered Accountants of India.
AUDITORS & THEIR REPORTS
Statutory Auditors & their Reports:
M/s Walker Chandiok & Co. LLP Chartered Accountants bearing Registration No.001076N/N500013 have been appointed on the recommendation of Audit Committee and Board ofDirector's (in conformity with the provisions of Sections 139 and 141 of the CompaniesAct 2013 read with the Companies (Audit and Auditors) Rules 2014 (includes amendmentsthereto) as the Statutory Auditors of the Company for a period of 5 years from theconclusion of the twenty seventh AGM (for FY 2017-18) till the conclusion of the thirtysecond AGM (for FY 2021-22) subject to the provisions of Non-Banking Financial Company -Systemically Important Non-Deposit taking Company and Deposit taking Company (ReserveBank) Directions 2016 as amended from time to time. Pursuant to said RBI Notificationthe Company is required to rotate the signing partner of the Statutory Auditors in everythree years. Based on the said requirement current signing partner Mr Lalit Kumar of M/sWalker Chandiok & Co. LLP is required to be rotated by replacing him with Mr ManishGujral Chartered Accountant as Partner of M/s Walker Chandiok & Co. LLP
Your Company has also received their written consent and a certificate that theysatisfy the criteria provided under Section 141 of the Companies Act 2013 (includesamendments thereto) and the said appointment is in accordance with the applicableprovisions of the Companies Act 2013 and rules framed thereunder.
The AuditorsRs. Reports for the financial year 2019-20 does not contain anyqualification reservation adverse remark or disclaimer. Further there were no instancesof any fraud reported by the Statutory Auditor to the Board pursuant to Section 143(12) ofthe Companies Act 2013.
The Board has placed on record its sincere appreciation for the services rendered byM/s Walker Chandiok & Co. LLP as Statutory Auditors of the Company.
Secretarial Auditors & their Report:
In terms of Section 204 of the Companies Act 2013 and Rules framed thereunder andbased on the recommendation of the Audit Committee the Board of Directors of the Companyhas appointed M/s S. Behera & Co. Company Secretaries (ICSI PCS Registration No. 5980)as the Secretarial Auditors of the Company for the financial year 2019-20 in its meetingdated May 8 2019.The Company provided all the assistance and the facilities to theSecretarial Auditors for conducting the Secretarial Audit. Secretarial Audit Report asprovided by M/s S. Behera & Co. Company Secretaries is also annexed to this Reportin the prescribed Form MR-3 as Annexure-II. The Secretarial Audit Report does notcontain any qualification reservation adverse remark or disclaimer.
The Board has placed on record its sincere appreciation for the services rendered byM/s S. Behera & Co. Company Secretaries as Secretarial Auditors of the Company.
Internal Auditor & Report:
In accordance with the provisions of Part C of Schedule II of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Section 138 of CompaniesAct 2013 read with Rule 13 of Companies (Accounts) Rules 2014 and based on therecommendation of the Audit Committee the Board of Directors of the Company has appointedMr Sanjay Vishwanath Choudhary Chief Audit Officer of the Company as Internal Auditor ofthe Company in its meeting dated February 12 2020 to audit the internal systems controlsand procedures and/or such others matters as may be decided by the Audit Committee to whomit shall report upon such matters.
Reporting of Frauds by Auditors
During the period under review neither the Statutory Auditors nor the SecretarialAuditors have reported to the Audit Committee/ Board or Central Government any instancesof material fraud in the Company by its officers or employees under Section 143(12) of theCompanies Act 2013.
However few instances of misappropriation including embezzlement of cash by theemployees amounting to Rs. 127.77 lakhs. The Company has terminated theservices of such employees and also initiated legal action against such employees. TheCompany has recovered Rs. 34.64 lakhs from some employees.
The Company has an Audit Committee constituted in accordance with the provisions ofSection 177 of the Companies Act 2013 RBI Guidelines and Regulation 18 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. All the members of theCommittee have expertise in finance and have knowledge of accounting and financialmanagement. The Chairman of the Committee Mr Sanjay Kumar Bhatia not attended the lastAnnual General Meeting held on July 6 2019 due to his pre-occupation. The scope of theactivities of the Audit Committee as set out in Regulation 18 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and read with Section 177 of the CompaniesAct 2013 and other applicable laws are approved by Board of Directors of the Company. Thecomposition of the Audit committee and the details of meetings attended by the Committeemembers are provided in Corporate Governance Report which forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Company has a vision to drive 'holistic empowerment' of the community and carries CSRinitiatives through partnering with a trust / foundation qualified to undertake CSRactivities in accordance with Schedule VII of the Companies Act 2013 (includes amendmentsthereto). Sustainability and social responsibility are an integral element of corporatestrategy of the Company. In compliance with Section 135 of the Companies Act 2013 readwith the Companies (Corporate Social Responsibility Policy) Rules 2014 the Company hasestablished the Corporate Social Responsibility Committee (CSR Committee) and thecomposition function and details of meetings attended by the Committee Members areprovided in the Corporate Governance Report.
The Board adopted the CSR Policy formulated and recommended by the CSR Committee andthe same is available at https://satincreditcare.com/wp-content/uploads/2018/06/CSR_Policy_version_2.pdf.
During the period under review due to the challenging business environment and currentsituation of the country the Company was unable to spend CSR expenditure of Rs. 231.45lakhs and based on the recommendation of CSR Committee the Board of Directors in theirmeeting held on May 15 2020 had carried forward the CSR expenditure of Rs. 231.45lakhs to the financial year 2020-21. As per the requirement of Rule 8(1) of the Companies(Corporate Social Responsibilities) Rules 2014 the Annual Report on CSR is annexed as Annexure- III to this report and the same is posted on the website of the Company i.e.www.satincreditcare.com.
To widen the participation of shareholders in Company's decisions pursuant toprovisions of Section 108 of Companies Act 2013 read with Rule 20 of the Companies(Management and Administration) Rules 2014 as amended and in terms of Regulation 44 ofthe SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015 the Companyhas provided e-voting facility to its members in respect of all member's resolutions tobe passed at General Meeting(s) of the Company. The Company is providing this facility toenable them to cast their votes electronically on all resolutions set forth in the Notice.The instruction(s) for e-voting for ensuing Annual General Meeting is provided with Noticeto members. The Company has signed necessary agreements with National SecuritiesDepository Limited and Central Depository Services (India) Limited to facilitate e-votingfor member's approval in their general meetings or through postal ballots.
REGISTER E-MAIL ADDRESS
To contribute towards greener environment the Company again proposes to send documentslike general meeting notices/other notices annual report audited financial statementsboardsRs. report auditorsRs. report or any other document to members in electronic format the e-mail address provided by them and/or available to the Company by theDepositories. Members who have not yet registered their e-mail address (including thosewho wishes to change their already registered e-mail address) may get the sameregistered/updated either with his / her depository participants or by writing to theCompany/ RTA.
EMPLOYEES STOCK OPTION PLAN
Pursuant to the approval accorded by members at their Annual General Meeting held onJuly 6 2017 the Nomination and Remuneration Committee (NRC) of the Company formulated anew scheme 'Satin Employee Stock Option Scheme 2017Rs. (ESOS 2017) in accordance with theSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014.ESOS is applicable to all permanent and full-time employees (as defined in the Plan)excluding promoters of the Company.
The eligibility of employees to receive grants under the Plan has to be decided by NRCfrom time to time at its sole discretion.
Vesting of the options shall take place in the manner determined by NRC at the time ofgrant provided the vesting period. Vesting of options shall be subject to the conditionthat the Grantee shall be in continuous employment with the Company and such otherconditions as provided under ESOS 2017. The Exercise Price of each grant is determined byNRC at the time of grant.
Presently stock options have been granted or shares have been issued under thefollowing scheme:
A. Satin Employee Stock Option Scheme 2009
B. Satin Employee Stock Option Scheme 2017
Details of Options Granted Vested and Exercise of Options
I. ESOS 2009
|Date of Grant of Options ||No of Options Granted ||VestingDate ||Vesting out of 150000 Options ||No of Options Exercised ||VestedOption ||No of Options Exercised ||VestedOption ||No of Options Exercised |
|January 12 2010 ||150000 ||January 12 2011 ||50000 ||50000 ||- ||- ||- ||- |
|- ||- ||January 12 2012 ||50000 ||50000 ||- ||- ||- ||- |
|- ||- ||January 12 2013 ||50000 ||50000 ||- ||- ||- ||- |
|December 2 2013 ||98300 ||December 2 2014 ||- ||- ||29090 ||25824 ||- ||- |
|- ||- ||December 2 2015 ||- ||- ||29100 ||22633 ||- ||- |
|- ||- ||December 2 2016 ||- ||- ||29110 ||27243 ||- ||- |
|December 2 2016 ||87900 ||December 2 2017 ||- ||- ||- || ||22300 ||21100 |
|- ||- ||December 2 2018 ||- ||- ||- ||- ||19300 ||19300 |
| || ||December 2 2019 ||- ||- ||- ||- ||13300 ||13300 |
II. ESOS 2017
|Date of Grant of Options ||No of Options Granted ||Vesting Date ||Vested Option ||No of Options Exercised |
|August 14 2017 ||145200 ||August 14 2018 ||21400 ||12200 |
| || ||August 14 2019 ||15800 ||13500 |
|May 30 2018 ||226600 ||May 30 2019 ||105050 ||20950 |
A. Disclosures as per Indian Accounting Standard 102 Share Based Payment issued byICAI.
1. The Company had 'NilRs. share-based payment arrangements during the year ended March312020.
2. The estimated fair value of each stock option granted in the general employee stockoption plan is Rs. 420.75 Rs. 166.98 and Rs. 254.54. This was calculated by applyingBlack Scholes pricing model. The model inputs were as follows
|Inputs ||Grant 3 ESOS 2009 ||Grant 1 ESOS 2017 ||Grant 2 ESOS 2017 || |
| ||3rd Tranche of Vesting ||1st Tranche of Vesting ||2nd Tranche of Vesting ||3rd Tranche of Vesting ||1st Tranche of Vesting ||2nd Tranche of Vesting |
|Date of Grant ||December 2 2016 ||August 14 2017 ||August 14 2017 ||August 14 2017 ||May 30 2018 ||May 30 2018 |
|Share Price at grant Date (In Rs.) ||438.40 ||267.38 ||267.38 ||267.38 ||386.65 ||386.65 |
|Exercise price (In Rs.) ||20.00 ||160.00 ||160.00 ||160.00 ||160.00 ||160.00 |
|Expected Volatility (%) ||60.39 ||55.86 ||62.90 ||62.90 ||45.31 ||53.94 |
|Expected Dividends Yield ||- ||- ||- ||- ||- ||- |
|Contractual Life (in years) ||3.08 ||1.50 ||2.50 ||3.50 ||1.50 ||2.50 |
|Risk Free Interest Rate (%) ||6.03 ||6.35 ||6.40 ||6.45 ||7.53 ||7.66 |
3. Other information regarding employee share-based payment plans is as below:
|Particular ||Year ended March 31 2020 ||Year ended March 31 2019 |
|Expense arising from employee share-based payment plans (Rs. in lakhs) ||147.97 ||317.86 |
B. Diluted EPS on issue of shares pursuant to all the schemes covered under theregulations shall be disclosed in accordance with 'Indian Accounting Standard 33 -Earnings per Share issued by ICAI or any other relevant accounting standards as prescribedfrom time to time. Diluted EPS is Rs. 30.52.
Effects of Share Options on Diluted Earnings per Share (Accounting year April 01 2019to March 31 2020)
|Particulars: || |
|Net profit for the year ended March 312020 (Rs. In lakhs) ||15626.71 |
|Weighted average number of equity shares outstanding during the year ended 2020 ||50920738 shares |
|Average fair value of one equity share during the year ended March 312020 (Rs.) ||420.75 166.98 & 254.54 |
|Weighted average number of Optionally convertible preference shares under conversion during the year ended March 312020 ||319305 |
|Weighted average number of share warrants under Conversion during the year ended March 312020 ||425740 |
|Weighted average number of share options under Conversion during the year ended March 312020 ||23461 |
|Exercise price for shares under option during the year ended March 312020 (Rs.) ||20.00 & 160.00 |
Computation of earnings per share
|Particulars ||Earnings (Rs. In lakhs) ||Shares ||Earnings Per Share |
|Net profit for the year ended March 312020 ||15626.71 ||- ||- |
|Weighted average number of shares outstanding during year ended March 312020 ||- ||50920738 ||- |
|Basic earnings per share (Rs.) ||- ||- ||30.69 |
|Dilutive impact of optionally convertible and redeemable preference shares ||149.40 ||- ||- |
|Number of Optionally convertible preference shares under conversion ||- ||319305 ||- |
|Number of share warrants under conversion ||- ||425740 ||- |
|Number of share options under conversion ||- ||23461 ||- |
|Diluted earnings per share (Rs.) ||15776.11 ||51689244 ||30.52 |
C. Details related to ESOS
(i) A description of each ESOS that existed at any time during the year including thegeneral terms and conditions of each ESOS
|SI. Particular No. ||Satin ESOP 2009 (Remarks) ||Satin ESOP I 2010 (Remarks) ||Satin ESOP II 2010 (Remarks) ||Satin ESOS Scheme 2017 |
|a) Date of shareholders' approval ||June 012009 ||March 26 2010 ||December 15 2010 ||July 6 2018 |
|b) Total number of options approved under ESOS ||425000 ||100000 ||150000 ||361400 and such other unvested options under existing ESOP Schemes |
|c) Vesting requirements/ Conditions ||The actual vesting of options will depend on continuation to hold the services being provided to the Company at the time of exercise of options and such other conditions as mentioned in the ESOP Scheme. ||The actual vesting of options will depend on continuation to hold the services being provided to the Company at the time of exercise of options and such other conditions as mentioned in the ESOP Scheme. ||The actual vesting of options will depend on continuation to hold the services being provided to the Company at the time of exercise of options and such other conditions as mentioned in the ESOP Scheme. ||The actual vesting of options will depend on continuation to hold the services being provided to the Company at the time of exercise of options and such other conditions as mentioned in the ESOS Scheme 2017. |
|d) Exercise price or pricing formula ||Rs. 20/- being the Fair Value of the shares of the Company (Computed on the basis of Audited result FY 2008-09). ||Rs. 22/- being the Fair Value of the shares of the Company. (Computed on the basis of Audited result FY 2009-10) ||Rs. 25/- being the Fair Value of the shares of the Company. (Computed on the basis of Audited result FY 2009-10) ||Nomination and Remuneration Committee is free to determine the exercise price based on Market Price |
|e) Maximum term of options granted ||3 Years ||3 Years ||3 Years ||3 years and 2 years or as the Committee may deem fit. |
|f) Source of shares (primary secondary or combination) ||Primary ||Primary ||Primary ||Primary |
|g) Variation in terms of options ||Not Applicable ||Not Applicable ||Not Applicable ||Variations in Terms of Grants can be done by the Nomination and Remuneration Committee |
(ii) Method used to account for ESOS - Fair Value (Black Scholes Model).
(iii) Option movement during the year (For each ESOS):
|Particulars ||Satin ESOP 2009 (Remarks) ||Satin ESOS Scheme 2017 (Remarks) |
|Number of options outstanding at the beginning of the period || ||251700 |
|Number of options granted during the year ||NA ||NA |
|Number of options forfeited / lapsed during the year ||6000 ||17450 |
|Number of options vested during the year Number of options exercised during the year Exercise Price (In Rs.) ||13300 13300 20 ||120850 34450 160 |
|Number of shares arising as a result of exercise of options ||13300 ||34450 |
|Money realized by exercise of options (Rs. in lakhs) if scheme is implemented directly by the Company ||2.66 ||55.12 |
|Loan repaid (Rs. in lakhs)by the Trust during the year from exercise price received ||2.66 ||6.89 |
|Number of options Shifted to the New ESOS Scheme 2017 ||6000 ||- |
|Number of options outstanding at the end of the year ||- ||149150 |
|Number of options exercisable at the end of the year ||- ||199800 |
(iv) Weighted-average exercise prices :
when the exercise price is equal/exceeds to market price.
when the exercise price is less than market price ESOS 2009- Rs. 218.18
ESOS 2017- Rs. 278.20
(v) Weighted-average fair values
when the exercise price is equal/exceeds to market price.
when the exercise price is less than market price- ESOS 2009- Rs. 420.75
ESOS 2017- Rs. 166.98 and Rs. 254.54
ESOS Schemes Compliance Status
ESOS 2009 and ESOS 2017 is in compliance with Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014 (SEBI ESOS Regulations) and theCompanies Act 2013. The Company has received a certificate from the Statutory Auditors ofthe Company certifying that ESOS 2009 and ESOS 2017 Scheme of the Company is beingimplemented in accordance with the Securities and Exchange Board of India (Share BasedEmployee Benefits) Regulations 2014 and is in accordance with the resolutions passed bythe Members of the Company at a general meeting.
The ESOS Schemes are implemented in accordance with Indian Accounting Standard issuedby ICAI and the relevant accounting pronouncements.
Administration of ESOS Schemes
The Nomination and Remuneration Committee of the Board administer the Employee StockOption Schemes formulated by the Company from time to time.
Vigil Mechanism/Whistle Blower Policy:
The Company in accordance with the provisions of Section 177(9) of Companies Act 2013read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 andRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") has established a vigil mechanism through Whistle BlowerPolicy to deal with instances of unethical behaviour actual or suspected fraud orviolation of Company's code of conduct or ethics policy and details of the same areexplained in the Corporate Governance Report. The Policy provides adequate safeguardagainst victimization to the Whistle Blower and enables them to raise concerns and alsoprovides an option of direct access to the Chairman of Audit Committee. During the periodunder review none of the personnel have been denied access to the Chairman of the AuditCommittee.The Whistle Blower Policy is also available athttps://satincreditcare.com/wp-content/uploads/2019/05/ Whistle-blower-Policy.pdf.
Policy on Nomination & Remuneration for Directors Key Managerial Personnel (KMP)& Senior Management and Other Employees:
In pursuance of the Company's policy to consider human resources as its invaluableassets to pay equitable remuneration to all Directors Key Managerial Personnel (KMP)Senior Management and other employees of the Company to have diversified Board toharmonize the aspirations of human resources consistent with the goals of the Company andin terms of Section 178 of the Companies Act 2013 and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and as amended from time totime and Rules/Regulations/Guidelines/ Notifications issued by Securities and ExchangeBoard of India (SEBI) from time to time. The policy on nomination and remuneration wasmodified and approved by the Board of Directors vide its Meeting dated October 14 2019.The Nomination and Remuneration Policy is also available athttps://satincreditcare.com/wp-content/uploads/2019/10/ NRC-ver-2.2.pdf. Further theCompany periodically conduct familiarization program for the independent Directors theirroles rights responsibilities nature of the industry in which the Company operates andits business model etc. The details of such familiarization programs is disclosed on theCompany's website and the web-link of the same ishttps://satincreditcare.com/wp-content/uploads/2019/09/ Director-Familiarization.pdf.
Risk Management Policy:
The Board has adopted the Risk Management Policy based on the recommendation of theRisk Management Committee in order to identify assess monitor and manage risk throughoutthe Company. Risk is an integral part of any business and sound risk management iscritical for the success of any organization. The Audit Committee reviews adequacy andeffectiveness of the Company's internal control environment to monitor and mitigate therisk through internal audit recommendations including those relating to strengthening ofthe Company's risk management policies and systems.
Sexual harassment policy for women under The Sexual Harassment of Women at workplace(Prevention Prohibition and Redressal) Act 2013:
Your Company has in place a formal policy for prevention of sexual harassment of itsemployees at workplace. The Company is in compliance with the Sexual Harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013 and has adopted a revisedpolicy on Sexual Harassment (forms part of HR Manual of the Company) on August 14 2017(while HR Manual has been last reviewed/ revised by the Board of Directors in theirmeeting held on November 6 2019) to prohibit prevent or deter any acts of sexualharassment at workplace and to provide the procedure for the redressal of complaintspertaining to sexual harassment thereby providing a safe and healthy work environment.
Further during the year under review there was no case filed under the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
PARTICULARS OF EMPLOYEES
In terms of Section 197 (12) of the Companies Act 2013 read with sub-rules (1) (2)and (3) of Rule 5 of the Companies (Appointment & Remuneration of ManagerialPersonnel) Rules 2014 the necessary disclosures are annexed as Annexure - IV withthis report.
LISTING WITH STOCK EXCHANGES
The equity shares of the Company are listed on BSE Limited (BSE) and National StockExchange of India Limited (NSE).
EXTRACT OF ANNUAL RETURN
In terms of requirement made under Section 92 and Section 134(3)(a) of the CompaniesAct 2013 read with applicable rules of The Companies (Accounts) Rules 2014 extract ofannual return forms part of this DIRECTORS' Report and annexed as Annexure - V.
PARTICULARS ON CONSERVATION AND ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
The information pertaining to conservation and energy technology absorption foreignexchange earnings and outgo as required under clause (m) of sub-section (3) of Section 134of the Companies Act 2013 read with sub-rule (3) of Rule 8 of the Companies (Accounts)Rules 2014 is annexed herewith as Annexure - VI and forms part of this DIRECTORS'Report.
Your Directors would like to place on record their gratitude for the cooperationreceived from lenders our valued customers regulatory bodies shareholders and otherstakeholders. The Board in specific wishes to place on record its sincere appreciationof the contribution made by all the employees towards growth of the Company.
|For and on behalf of the Board of Directors || |
| ||H P Singh |
|Place: Gurugram ||Chairman Cum Managing Director |
|Date: June 15 2020 ||DIN:00333754 |