You are here » Home » Companies » Company Overview » SBI Cards & Payment Services Ltd

SBI Cards & Payment Services Ltd.

BSE: 543066 Sector: Financials
NSE: SBICARD ISIN Code: INE018E01016
BSE 00:00 | 07 May 982.35 7.20
(0.74%)
OPEN

979.90

HIGH

987.05

LOW

973.10

NSE 00:00 | 07 May 981.95 6.50
(0.67%)
OPEN

980.10

HIGH

987.65

LOW

972.95

OPEN 979.90
PREVIOUS CLOSE 975.15
VOLUME 91630
52-Week high 1149.00
52-Week low 495.25
P/E 93.91
Mkt Cap.(Rs cr) 92,431
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 979.90
CLOSE 975.15
VOLUME 91630
52-Week high 1149.00
52-Week low 495.25
P/E 93.91
Mkt Cap.(Rs cr) 92,431
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

SBI Cards & Payment Services Ltd. (SBICARD) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Twenty Second (22nd)Annual Report along with the Audited Annual Accounts of your Company for the financialyear ended March 31 2020.

Financial Summary State of Company's Affairs and BusinessPerformance

The financial performance of the company for the financial year endedMarch 31 2020 and for the previous year is summarized below:

S.No Particulars 2019-20 2018-19
1 Income 975228.89 728685.39
2 Finance Cost 130092.71 100935.59
3 Operating & Other Expenses 661793.49 488719.61
4 Depreciation and Amortization 10379.83 5521.84
5 Profit /(Loss) Before Tax 172962.86 133508.35
6 Tax 48481.33 47011.76
7 Profit /(Loss) After Tax 124481.53 86496.59
10 Add: Opening surplus in statement of profit and loss 172664.75 113887.73
11 Add: Transfer from other comprehensive income (299.98) (326.70)
12 Less: Transfer to Statutory Reserve 24896.31 17299.32
13 Less: Interim equity dividend (amount ' 1 per share) - (8372.62)
14 Less: Tax on Interim equity dividend - (1720.93)
15 Balance of P&L Account C/F to Balance Sheet 271949.99 172664.75

The COVID-19 global pandemic has given rise to unprecedented challengesin the economic situation. The Government of India mandated a nation-wide“Lockdown" from March 25 2020. To ease the financial burden the RBI allowedinstitutions to extend a payment moratorium to the customers. SBI Card complied with RBIguidelines on the same. Considering the possible effects from the pandemic relating toCOVID-19 Company performed sensitivity analysis and based on its estimates have createdspecific COVID-19 related provision of ' 489 crores.

The company has delivered an impressive business performance in FY20with Profit after Tax of ' 1245 crores at 44% YoY growth. Excluding COVID-19 impact PATfor FY20 would have been at ' 1662 crores at 92% YoY growth.

In FY20 SBI Card base reached milestone of 10 MM cards in force inDec'19 and has witnessed a growth of 28% and was at 10.54 MM as onMarch 31 2020 compared to 8.27 MM as on March 31 2019. Growth in card base was enabledby 20% YOY growth in new accounts. The spends has recorded YOY growth of 27%.The substantial growth in spends has been achieved through continuous focus on product

development & corporate segment marketing tie-ups use of digital& data analytics and significant number of campaigns. Total spends on theCompany's portfolio for FY20 stood at ' 136256 crores compared to ' 107350crores for FY19. Strong performance in cards and spends growth has enabled the company togrow its receivables by 30% YOY.

The Company has wide range of credit cards catering to diverse customersegments and changing customer needs. It is the Company's endeavor to continuallyreview and improve its products and enrich value propositions on its cards to offer thebest in class to its cardholders. During the year the Company has launched new products;Landmark Vistara OLA.

The detailed business and financial performance is covered in theManagement & Discussions Analysis section of the Annual Report.

Report on Performance of Subsidiaries Associates and Joint VentureCompanies

During the year under review your Company did not have any subsidiaryassociate and joint venture company.

Material Changes and Commitments During the Year Under Review

During the year under review the Company amended its Articles ofAssociation w.e.f. April 5 2019.

In FY20 in line with Hon'ble NCLT order dated June 04 2019erstwhile SBI Business Process Management Services Pvt. Ltd (SBIBPMSL) amalgamated withSBI Cards and Payment Services Limited (SBI Card) from the appointed date i.e. April 12018. Pursuant to the said Amalgamation the Company allotted 95112054 fully paid equityshares of ' 10 each to the shareholders of erstwhile SBIBPMSL.

Pursuant to amalgamation of erstwhile SBI Business Process ManagementServices Private Limited with SBI Card Clause III of the Memorandum of Association of theCompany was amended to include the main objects of erstwhile SBI Business ProcessManagement Services Private Limited. Also Clause V of MOA was amended reflecting increasein Authorized Share Capital of the Company to ' 1050 crores.

Post amalgamation the Company has the right to carry on the businessof erstwhile SBIBPMSL subject to necessary approvals. There has been no change in thenature of business during the year under review.

Further the Company was converted from Private Limited to PublicLimited and Registrar of Companies issued fresh certificate of incorporation dated August20 2019 and consequently the name of the Company changed from SBI Cards and PaymentServices Private Limited to SBI Cards and Payment Services Limited.

Necessary amendments were made in MOA & AOA w.e.f. August 2 2019to reflect the conversion of Company from Private Limited to Public Limited and consequentchange in the name of Company from SBI Cards and Payment Services Pvt. Ltd. to SBI Cardsand Payment Services Limited by deletion of the word “PRIVATE" before the word“LIMITED".

Authorized Share Capital of the Company was increased to ' 1500crores with effect from August 2 2019 leading to consequent amendment in Clause V of MOA.

During the year ended March 31 2020 the Company had made an InitialPublic Offering (IPO) of 137149314 equity shares of ' 10 each at a price of '755 per share (including a Share Premium of ' 745) comprising of a fresh issue of6622516 equity shares and an offer for sale of 130526798 equity shares by sellingshareholders.

The above offer included a reservation of 1864669 equity shares forsubscription by eligible employees and a reservation of 13052680 equity shares forsubscription by SBI Shareholders. The equity shares under employee reservation portionwere offered to eligible employees at a discount of ' 75 per share. Post publicissue shareholding

of State Bank of India and CA Rover Holdings as on March 31 2020 was69.51% and 15.89% respectively.

Total Proceeds received by the Company pursuant to the IPO aggregatesto ' 49932.47 lakhs.

Pursuant to Regulation 32 (1) there was no deviation/ variation in theutilization of proceeds as mentioned in the objects stated in the Prospectus dated March6 2020 in respect of the Initial Public Offering of the Company.

The shares of the Company have been listed on BSE Limited (BSE) and theNational Stock Exchange of India Limited (nSE) w.e.f. March 16 2020. Further as on March312020 total proceeds received by the Company pursuant to the IPO had been fullyutilized.

Further w.e.f. November 23 2019 Company adopted new set of articlesin total exclusion and substitution of the existing articles of the Company in order toalign the same with the requirements of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Stock Exchange requirements.

Material Changes and Commitments Between the end of Financial YearUnder Review and the Date of the Report

Mr. Hardayal Prasad erstwhile Managing Director and Chief ExecutiveOfficer of the Company resigned from the directorship and CEO Position with effect fromclose of business hours of July 31 2020. Mr. Ashwini Kumar Tewari was appointed as theManaging Director and Chief Executive Officer of the Company with effect from August 12020 subject to all the requisite approvals including the approval of shareholders of theCompany at the ensuing Annual General Meeting.

Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year underreview as stipulated under the Master Direction - Non-Banking Financial Company -Systemically Important Non-Deposit taking Company and Deposit taking Company (ReserveBank) Directions 2016 updated as on February 17 2020 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is presented in a separate section forming partof the Annual Report.

Dividend

In this fiscal the company has achieved net profit of '124481.53 lakhs. In view of the commendable financial performance of the company yourDirectors have declared an interim dividend of ' 1.00 (i.e. 10%) per equity share(last year ' 1 per equity share) for the financial year ended March 31 2020amounting to ' 9389.57 lakhs. The dividend payout is in accordance with theDividend Policy of the Company. The said Interim Dividend is being put up to theshareholders in the Annual General Meeting for confirmation. No further dividend is beingdeclared this year.

Dividend Distribution Policy

In terms of Regulation 43A of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (“ListingRegulations") the Dividend Policy of the Company has been appended herewith as Annexure1 and is available on Company's website at www.sbicard.com.

Reserves

During the year ended March 31 2020 the Company appropriated '24896.31 lakhs towards the Statutory Reserves (' 17299.32 lakhs in FY19) in accordancewith Section 45-IC of the Reserve Bank of India Act 1934.

Status of other reserves and shares pending allotment (stated as otherequity in financial statements) as on March 31 2020 is as follows:

(Figure in Rupees lakhs)

Other Equity

Particulars 2019-20 2018-19
Capital Redemption Reserve 339.90 339.90
General Reserve 1299.39 1299.39
Statutory Reserves 81495.77 56599.46
Capital Reserve (on account of amalgamation) (7151.10) (7151.10)
Securities Premium Reserve 90474.23 41777.78
Cash Flow hedging reserve - 14.16
Retained Earnings 271949.99 172664.75
Shares pending allotment pursuant to scheme of amalgamation 9511.21
Share Options outstanding account 1818.29 -
Total 440226.47 275055.55

Particulars of Contracts or Arrangements Made with Related Parties

Particulars of contracts or arrangements with related parties referredto in Section 188(1) of the Companies Act 2013 and in compliance with the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 in the

prescribed Form AOC-2 is appended as Annexure 2 to theBoard's Report.

Further During the year under review the Board of Directors amendedthe Policy on Related Party Transactions in line with the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the said policy has been uploaded on thewebsite of the Company and can be accessed at www. sbicard.com.

Pursuant to the provisions of Regulation 23 (4) of Listing Regulationsapproval of the Members was obtained through Postal Ballot for material related partytransaction(s) with State Bank of India (Holding Company) and SBI Capital Markets Limited(Fellow Subsidiary).

Capital Adequacy

As per the Reserve Bank of India norms applicable for NBFC the companyis required to keep a Capital Adequacy Ratio (CAR) of 15%. Company's CAR is wellabove the regulatory requirement at 22.43% with 17.70% as Tier 1 Capital as of March 312020

Debentures Issue of Debentures

During FY20 your Company has raised money by issue and allotment offollowing debentures:

• Raised ' 175 crores by issue and allotment of 1750 FixedRate Unsecured Rated Taxable Redeemable Senior Listed Non-Convertible Debentures of' 1000000/- each.

• Raised ' 100 crores by issue and allotment of 1000 FixedRate Unsecured Rated Taxable Redeemable Subordinate Tier II Listed Non-ConvertibleDebentures of ' 1000000/- each.

• Raised ' 410 crores by issue and allotment of 4100

Fixed Rate Unsecured Rated Taxable Redeemable Senior ListedNon-Convertible Debentures of

' 1000000/- each.

• Raised ' 300 crores by issue and allotment of 3000

Fixed Rate Unsecured Rated Taxable Redeemable Senior ListedNon-Convertible Debentures of

' 1000000/- each.

• Raised ' 300 crores by issue and allotment of 3000

Fixed Rate Unsecured Rated Taxable Redeemable Senior ListedNon-Convertible Debentures of

' 1000000/- each.

Redemption of Debentures

During FY20 Series 4 500 Unsecured Non-Convertible Debentures of '1000000/- each were duly redeemed on due date.

Particulars of Loans Guarantees or Investments Under Section 186 ofCompanies Act 2013

The Company being a non-banking financial company registered with theRBI and engaged in the business of issuing credit cards is exempt from complying withcertain provisions of section 186 of the Companies Act 2013. Other necessary details asrequired under the Section 186 of the Companies Act 2013 are furnished in the financialstatements of the Company.

Directors and Key Managerial Personnel

Composition of the Board of Directors is in terms of the Companies Act2013 the RBI Directions and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Board consists of Ten Directors namely Mr. Rajnish Kumar ChairmanNon-Executive Director (Nominee of SBI); Mr. Dinesh Kumar Khara Non-Executive Director(Nominee of SBI); Mr. Ashwini Kumar Tewari Managing Director & CEO (Nominee of SBI);Mr. Devendra Kumar Non-Executive Director (Nominee of SBI); Mr. Sunil Kaul Non-ExecutiveDirector (Nominee of CA Rover Holdings); Dr. Tejendra Mohan Bhasin Independent Director;Mr. Rajendra Kumar Saraf Independent Director; Mr. Nilesh Shivji Vikamsey IndependentDirector; Mr. Dinesh Kumar Mehrotra Independent Director; Ms. Anuradha Shripad NadkarniIndependent Director; as on the date of the Report.

During the year under review Dr. Tejendra Mohan Bhasin was appointed asan Independent director w.e.f. June 28 2019. Mr. Nilesh Shivji Vikamsey and Mr. RajendraKumar Saraf were appointed as Independent directors w.e.f. August 14 2019. Mr. DineshKumar Mehrotra and Ms. Anuradha Shripad Nadkarni were appointed as Independent directorsw.e.f. November 14 2019.

Further Mr. Hardayal Prasad was re-appointed as MD & CEO for afurther period commencing from February 01 2020 till December 31 2020.

During the year under review Ms. Saraswathy Athmanathan and Mr. AshwiniKumar Sharma resigned from the Directorship of the Company w.e.f. August 3 2019 andAugust 5 2019 respectively.

As on March 31 2020 the Company had three Key Managerial Personnelnamely Mr. Hardayal Prasad MD and CEO Mr. Nalin Negi CFO and Ms. Payal Mittal ChhabraCompany Secretary. Company Secretary also act as Compliance Officer of the Company for thepurposes of SEBI Stock Exchange and other listing compliances.

Post closure of FY20 Mr. Hardayal Prasad Managing Director & CEOresigned from the directorship and CEO Position owing to his Voluntary retirement fromthe State Bank of India and Mr. Shree Prakash Singh Non-Executive Non-IndependentDirector (Nominee of SBI) resigned from

the directorship of the Company consequent upon his superannuation fromthe State Bank of India w.e.f. close of business hours on July 31 2020.

Your Directors place on record their sincere appreciation for thecontribution made by Mr. Hardayal Prasad Mr. Shree Prakash Singh Mr. Ashwini KumarSharma and Ms. Saraswathy Athmanathan during their tenure on the Board of the Company.

Mr. Ashwini Kumar Tewari was appointed as Managing Director & CEOof the Company w.e.f. August 1 2020 subject to all the requisite approvals including theapproval of shareholders of the Company at the ensuing Annual General Meeting.

Mr. Devendra Kumar has been appointed as Non-Executive Director(Nominee of SBI) of the Company w.e.f. August 21 2020.

Mr. Sunil Kaul Non-executive Director retires by rotation and beingeligible offers himself for re-appointment at the ensuing AGM.

Corporate Social Responsibility

As a responsible corporate citizen the Company has been undertakingand participating in the socially important projects in the fields of health andsanitation education livelihood and skill enhancement old age home/orphanage and genderequality. ensuring environmental sustainability and ecological balance etc. The Companyhas also framed a CSR policy in accordance with the provisions of the Companies Act 2013and rules made thereunder.

The contents of the CSR policy are disclosed on the website of theCompany at www.sbicard.com. The annual report on the CSR activities undertaken by theCompany during the financial year under review in the prescribed format has been appendedherewith as Annexure 3.

Policy on Appointment and Remuneration of Directors

Company follows the fit and proper criteria as laid down by RBIDirections and the Nomination and Remuneration Policy of the Company framed under Section178(2) and (3) of the Companies Act 2013 and RBI Circular/Directions for appointment ofDirectors. Nomination and Remuneration Committee of the Board recommends for appointmentof a Director based on the fit and proper criteria Policy and Nomination and RemunerationPolicy of the Company. Further the Nomination and Remuneration Committee is responsibleto ensure ‘fit and proper' status of proposed/ existing directors. TheNomination and Remuneration Policy of the Company along with the changes made therein isavailable on the website of the Company www.sbicard.com.

Apart from receiving sitting fees for attending Board and Committeemeetings by the eligible Non-executive Directors of the Company and credit cardtransactions in the ordinary course of business there are no pecuniary relationship ofthe Non-executive Directors with the Company.

Closing Balance as on March 31 2020 of the credit cards issued toDirectors of the Company was ' 16.98 lakhs/-.

Declaration of Independence by Independent Directors

Dr. Tejendra Mohan Bhasin Mr. Rajendra Kumar Saraf Mr. Nilesh ShivjiVikamsey Mr. Dinesh Kumar Mehrotra and Ms. Anuradha Shripad Nadkarni IndependentDirectors on the Board of SBI Cards and Payment Services Limited have given declarationthat they fulfill the criteria of independence specified in Section 149 of the CompaniesAct 2013 and Regulation 25(8) of the SEBI (LODR) Regulations 2015 the same has beenrelied upon by the Company.

Auditors and Comments on Auditors Report

During the year under review the office of the Comptroller and AuditorGeneral of India (hereinafter referred to as “CAG") exercising the powerconferred under section 139 of the Companies Act 2013 appointed M/s. S. Ramanand Aiyar& Co. Chartered Accountants (Registration No. 000990N) as the Statutory Auditor ofthe Company for FY20. Statutory Audit was duly done by the referred firm. AlsoSupplementary Audit of the Company was conducted by Principal Director of Audit (Energy)on behalf of CAG in accordance with Section 143 of the Companies Act 2013.

There are no qualifications reservations or adverse remarks ordisclaimers made by Statutory Auditor and CAG in their reports.

The Statutory Auditors' report and Comments of the CAG areself-explanatory in nature and does not require any comments from Directors of theCompany.

Further M/s. S. Ramanand Aiyar & CO. Chartered Accountants(Registration No. 000990N) have been appointed by the Comptroller and Auditor General ofIndia as the Statutory Auditors for FY21.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013the Board of Directors appointed M/s. Chandrasekaran Associates Company Secretaries asthe Secretarial Auditor of the Company to carry out secretarial audit for FY20. TheSecretarial Audit Report obtained from M/s. Chandrasekaran Associates Company Secretariesis enclosed with this report as Annexure 4. The Secretarial Audit Report does notcontain any qualification or reservations or adverse remarks.

Instances of Fraud If Any Reported by the Auditors

During the year under review the Statutory Auditors have not reportedany incident of fraud to the Audit Committee.

Fraud Reporting

Certain instances of customer frauds on the Company primarily relatingto fraudulent usage of credit cards issued by the Company have been reported during FY20.

The total amount involved in these frauds was ' 390.12 lakhs andthe recovery against this amount (pertaining to current year as well as the previousyears) was ' 386.60 lakhs.

Secretarial Standards

The relevant Secretarial Standards issued by the Institute of CompanySecretaries of India (ICSI) related to the Board Meetings and General Meetings have beencomplied with by your Company.

Conservation of Energy Technology Absorption

While the business activity of the Company does not result in anymaterial consumption of energy still the Company is committed to continue its effortstowards the conservation of energy. Energy conservation and technology updation are a partof the ongoing processes in your Company. Management's Discussion and Analysis Reportsection covers the Technology aspect of the Business in Detail.

Foreign Exchange Earnings and Outgo

During FY20 the Company incurred foreign currency expense of an amountof ' 48323.84 lakhs on network other service charges and other expenses (FY19: '37827.50 lakhs).

The dividend remitted for FY20 in foreign currency was Nil (FY19: 'NIL).

The foreign exchange earnings during FY20 were ' 38517.17 (inlakhs) (FY19: ' 27583.83 lakhs).

Internal Financial Controls

The Board has adopted the policies processes and structure forensuring the orderly and efficient conduct of its business with adequate and effectiveinternal financial control across the organization including adherence to theCompany's policies the safeguarding of assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.

Also the company has an internal audit system commensurate with thesize of the company and periodic audits of the internal functions and processes of thecompany are ensured. During the year under review no

material or serious observation has been received from the InternalAuditors of the Company for inefficiency or inadequacy of such controls.

The Company is not required to maintain cost records as stated undersection 148 of the Companies Act 2013.

Company is in compliance with necessary FEMA provisions on downstreaminvestment and has obtained certificate from Statutory Auditor in this regard.

Disclosure of Orders Passed by Regulators or Courts or Tribunal

No orders have been passed by any Regulator or Court or Tribunal whichcan have impact on the going concern status and the Company's operations in future.

Risk Management at SBI Card

Company has in place a robust and comprehensive Risk Managementframework enumerating risk based decision making and risk management processesencompassing existing risks new risks that may have arisen the likelihood and impact ofrisks and reporting significant changes adjusting to the risk priorities.Management's Discussion and Analysis Report section covers this aspect of theBusiness in detail.

Particulars of Employees

Your Directors would like to place on record their sincere appreciationfor the contributions made by employees of your Company at all levels. The informationrequired under the provisions of Rule 5 of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is given as Annexure 5 of this Report.

The ratio of the remuneration of each Director to the medianemployee's remuneration and other details in terms of Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules 2014 are forming part of this report as Annexure6.

Public Deposits

The Company has not accepted any deposits from the public as defined inthe Non-Banking Financial Companies (Reserve Bank of India) Directions as amended todate.

Statement Regarding Opinion of the Board with Regard to IntegrityExpertise and Experience (Including The Proficiency) of the Independent DirectorsAppointed During the Year

In the opinion of Board of Directors of the Company IndependentDirectors on the Board of Company hold highest standards of integrity and are highlyqualified recognized and respected individuals in their respective fields. Its an optimummix of expertise (including financial expertise) leadership and professionalism.

Employee Stock Option Scheme

Pursuant to the recommendation of the Board of Directors in theirMeeting held on January 16 2019 the Shareholders at the Extra-ordinary General Meetingheld on February 22 2019 had approved the SBI Cards - Employees Stock Option Plan - 2019.Post- IPO of the Company SBI Cards - Employees Stock Option Scheme - 2019 was ratified bythe Shareholders through postal Ballot on June 17 2020.

The objective of employee stock option plan is to reward employees toalign individual performance with Company objectives and drive share-holders' valuecreation create a culture of ownership among the executives works towards successfulInitial Public offering and employees to enhance their commitment to organizationmotivate management to collaborate and attract and retain key talent critical toorganizations' success. The Scheme is in compliance with the Securities and ExchangeBoard of India (Share Based Employee Benefits) Regulations 2014.

The brief details of the Employees Stock Option Scheme are detailed asbelow:-

(a) Total Options granted till March 31 2020 13343700
Total Options granted till the date of report 13475650
(b) Options vested; Nil
(c) Options exercised; Nil
(d) The total number of shares arising as a result of exercise of option; 13475650
(e) Options lapsed; -
(f) The exercise price; ' 152.10 per equity share
(g) Variation of terms of options; NA
(h) Money realized by exercise of options; Nil
(i) Total number of options in force; 13475650
(j) Employee wise details of options granted to;-
(i) Key managerial personnel;
Mr. Nalin Negi 250000
Ms. Payal Mittal Chhabra 142500
(ii) Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year. Nil
(iii) Identified employee who was granted option during any one year equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant Nil

The Company has granted 131950 performance-based options to eligibleemployees effective grant date being June 17 2020 post listing of shares on stockexchange pursuant to IPO.

Following is the amended clause 9.7 of the Scheme effective fromSeptember 17 2019:-

“The Goodwill Options shall vest upon completion of 12 months fromthe Grant Date or 180 days after the date of listing of the shares of the Companywhichever is later subject to all Eligible Employees/ Participant being on the rolls ofthe Company at such time."

Company is using fair value method to value its options. The detaileddisclosures pursuant to the SEBI (Share Based Employee Benefits) Regulations 2014 havebeen placed on website of the Company i.e. www.sbicard.com.

Directors' Responsibility Statement

Pursuant to Sec 134 (3) (c) of the Companies Act 2013 your Directorsstate that:

(a) i n the preparation of the annual accounts for the year ended March31 2020 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(b) t he directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give 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) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) the directors had prepared the annual accounts on a going concernbasis; and

(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively.

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

Extract of Annual Return

Extract of Annual Return in Form MGT-9 is appended as Annexure 7 tothis Report and is also placed on the website of the Company at www.sbicard.com

Business Responsibility Reporting

The Business Responsibility Report as stipulated under Regulation 34 ofSEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 describing theinitiatives taken by Company from environmental social and governance perspective hasbeen appended herewith as Annexure 8 and is also displayed on the Website of theCompany i.e. www.sbicard.com.

CEO/CFO Certification

As required under Regulation 17(8) of the SEBI Listing Regulations theCEO and CFO of the Company have certified the accuracy of the Financial Statements theCash Flow Statement and adequacy of Internal Control Systems for financial reporting forthe year ended March 31 2020.

Declaration Regarding Compliance by Board Members and Senior ManagementPersonnel with the Company's Code of Conduct

The Code of Conduct of the Company aims at ensuring consistentstandards of conduct and ethical business practices across the Company. This Code isreviewed on an annual basis and the latest Code is available on the website of the Company(www.sbicard.com). Pursuant to Listing Regulations a confirmation from the ManagingDirector & CEO regarding compliance with the Code by all the Directors and seniormanagement of the Company forms part of the Annual Report.

Corporate Governance Including Details Pertaining to Board MeetingsPerformance Evaluation Committee Details Vigil Mechanism Credit Rating etc.

Your Company has a strong and committed corporate governance frameworkwhich encompasses policies processes and people by directing controlling and managingactivities with objectivity transparency and integrity.

Your Company is committed to ensure fair and ethical businesspractices transparent disclosures and reporting. The focus of the Company is on statutorycompliance regulations and guidelines and ethical conduct of business throughout theorganization with primary objective of enhancing stakeholder's value while being aresponsible corporate citizen. In Compliance with SEBI (LODR) Regulations 2015 a Reporton Corporate Governance along with Certificate from Auditors regarding compliance ofconditions of Corporate Governance has been appended herewith as Annexure 9 andforms part of this Annual Report.

Further the Corporate Governance Report which forms part of this Reportalso covers the following:

(a) Particulars of the Board Meetings held during the financial yearunder review.

(b) The details with respect to composition of the Committees of theBoard and establishment of Vigil Mechanism.

(c) The manner in which formal annual evaluation of the performance ofthe Board its Committees and of individual directors has been made.

(d) Compliance with provisions under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

(e) The credit ratings of the company as at the end of March 31 2020

(f) Name of the debenture trustees with full contact details

Acknowledgement

Your Directors wish to thank the Reserve Bank of India Company'sBankers customers shareholders employees and collaborators for their valuableassistance support and co-operation.

For and on behalf of the Board
Rajnish Kumar
Date: August 21 2020

Chairman

Place: Mumbai DIN:05328267

.