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Shriram City Union Finance Ltd.

BSE: 532498 Sector: Financials
NSE: SHRIRAMCIT ISIN Code: INE722A01011
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OPEN 1731.10
PREVIOUS CLOSE 1732.45
VOLUME 713
52-Week high 1961.95
52-Week low 640.00
P/E 11.35
Mkt Cap.(Rs cr) 11,474
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1731.10
CLOSE 1732.45
VOLUME 713
52-Week high 1961.95
52-Week low 640.00
P/E 11.35
Mkt Cap.(Rs cr) 11,474
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Shriram City Union Finance Ltd. (SHRIRAMCIT) - Director Report

Company director report

To

The Members of Shriram City Union Finance Limited Dear Members

The Board of Directors (Board) is pleased to present this Report with the audited standalone as well as consolidated financial statements of the Company for the financial year ended March 31 2020 (FY20). The consolidated financial statements presented pursuant to section 129 (3) of the Companies Act 2013 (Act) and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (LODR). The report on corporate governance management discussion and analysis and other annexures referred to form a part of this Report.

1. RESULTS OF OPERATION

The summary of standalone and consolidated financial performance of the Company for FY20 is as under. The details of financials are provided in the annual financial statements.

Rs in crores
ParticularsStandaloneConsolidated

Year Ended March 31

Year Ended March 31

2020201920202019
Total Income5887.295781.306239.306047.60
Finance Charges2140.211986.192303.022112.15
Depreciation82.1631.2089.5833.53
Total expenses4532.294260.984832.214502.21
Profit before tax (PBT)1355.001520.321406.481545.39
Total Tax expenses354.48531.44373.27539.86
Profit after Taxation (PAT)1000.52988.881033.211005.53
Paid up equity share capital (Face value of Rs 10/- per share)66.0065.9966.0065.99
Earning per equity share (Face value of Rs 10/- each)
(i) Basic151.60149.88154.95151.83
(ii) Diluted151.57149.83154.92151.78
Appropriation(s)/Transfers:
Profit available for appropriation3509.772955.773608.523034.96
General reserve(100.10)(99.90)(100.10)(99.90)
Statutory reserve(200.20)(199.80)(207.41)(202.41)
Debenture redemption reserve(29.31)(3.66)(29.31)(3.66)

The Board at the meeting held on June 11 2020 has proposed to transfer/carry amounts mentioned above to different reserves for FY20 in compliance with the requirements of regulations of Reserve Bank of India (RBI) and the Act. No details for loans made guarantee given or security provided in ordinary course of business as required under Section 186 of the Act are mentioned here as the Company being as NBFCs registered with the RBI is exempted from applicability of this. Loans guarantees and investments forms a part of the Annual Financial Statements provided in this Annual Report. There were no material changes and commitments affecting financial position of the Company occurring between March 31 2020 and the date of this report.

2. DIVIDEND

The Board formulated Dividend Distribution Policy as required under LODR. This policy is attached as Annexure - 13 and is displayed on the website of the Company (web link : refer Table 1). Dividends are recommended and paid in line with the Dividend Distribution Policy of the Company. The Board in the meeting held on June 11 2020 has proposed for no final dividend for the year. The table below shows the details of dividend for FY19 and FY20

Dividend on equity shares of Rs 10 eachNo of SharesPer share (Rs)Dividend Payout RatioDividend Pay out (Rs in crores )Date of payment
(%)
Interim (FY20)659960226.004.7747.74November 18 2019
Total6.0047.74
Interim (FY19)659843826.0047.73November 20 2018
17.69
Final (FY19)6599512216.00127.30August 19 2019
Total22.00175.03

FY- Financial year ending March 31

Dividend payout is inclusive of dividend distribution tax. No of shares indicate the numbers of shares existed on respective record date for payment of dividend. There were no delay in payment of dividend/interim dividend during FY20. Considering the external factors like impact of COVID-19 and to retain the earnings in the business the Board has not recommended final dividend and the interim dividend declared and paid shall be the dividend for the year.

3. CONTRACT OR ARRANGEMENT WITH RELATED PARTY AND ANNUAL RETURN

All the transactions during FY20 with related parties referred to in Section 188 of the Act were on arm's length basis in ordinary course of business with requisite approval of the Audit and Risk Management Committee. The Company has formulated an approved policy on related party transactions which is displayed on the web site of the Company (refer Table-1) in compliance with regulations of RBI the Act and LODR. The details of and transactions with the related parties as required under Regulation 34(3) and 53(f) of the LODR appear in note no. 46 of the notes to financial statements. During FY20 the Audit and Risk Management Committee approved the related party transactions requiring it's approval. The details of Related Party Transactions were filed with both BSE Ltd (BSE) and National Stock Exchange of India Ltd (NSE) on half yearly basis on or before the respective due dates during FY20. There were no material related party transactions during FY20 with promoters directors key managerial personnel or other designated persons in potential conflict with the interest of the Company at large and this information were filed with both BSE and NSE on quarterly basis on or before respective due dates during FY20. The extract of the Annual Return in the form MGT - 9 as required under Section 92 (3) and 134 (3) of the Act is attached to this Report as Annexure - 6 and is also displayed on the web site of the Company (refer Table -1)

4. STATE OF AFFAIRS

The Company is a deposit taking Non-Banking Finance Company (NBFC) registered with the RBI. The Company provides loans to customers and has multiple product offering i.e. Enterprise Finance/MSME Finance Two wheeler loans Loan against Gold Auto Finance Personal loans. The Company also accepts and renews deposits from public and the same continued during FY20. There was no change in business of the Company during FY20. The business involves sourcing borrowers understanding their loan requirement providing them appropriate finance documentation recovery. The business outlets of the Company are concentrated in semi-urban and rural areas. Our customer centric approach continues to bring us more number of customers resulting in higher business. 14.90 lacs number of customers were added during FY20. Total number of customers and total number of branches/ business outlets were 40.75 lacs and 947 respectively as on March 31 2020. Total disbursements of loans under different products were 22711.64 crores during FY20 (FY19 : Rs 24071.40 crores). Income from operationsfortheyeargrewby1.8%to Rs 5884crores(FY19: Rs 5779crores) resulting in a profit before tax of Rs 1355 crores for the year (FY19 : Rs 1520 crores). As at March 31 2020 the total assets under management stood at Rs 29085.20 crores (March 31 2019 : Rs 29581.81 crores).

During FY20 the total consolidated disbursements of loans under different products were Rs 23838.64 crores (FY19 : Rs 24830.22 crores). Consolidated Income from operations in FY20 grew by 3.1 % to Rs 6233 crores (FY19 : Rs 6045 crores) and the same resulted in a profit before tax of Rs 1406 crores in FY20 (FY19 : Rs 1545 crores). As at March 31 2020 the consolidated assets under management stood at Rs 31390.90 crores (March 31 2019 : Rs 31429.47 crores).

The Company borrows money in order to lend and to meet other requirements. Borrowing by the Company are made from banks/institutions individuals and others through public issue/private placement of non convertible debentures (NCDs) acceptance/renewal of fixed deposits issue of commercial papers cash credit/working capital loans and other loans. The summary of borrowings by the Company is as under.

Rs in crores
At the year ended March 31DepositsPrivately placed NCDsPublic issue of NCDsTerm loansOthersTotal
20204012.073618.73849.558531.746153.7523165.84
20193119.413573.13113.779863.645931.5422601.49

Balance outstanding on cash credit as on March 31 2020 was Rs 480.38 crores (March 31 2019: Rs 1581.87 crores) Working capital demand loans as on March 31 2020 was Rs 1544.89 crores (March 31 2019: Rs 766.85 crores) Commercial Papers as on March 31 2020 was Rs 111.64 crores (March 31 2019: Rs 1785.83 crores) Subordinate Debts as on March 31 2020 was Rs 239.24 crores (March 31 2019: Rs 653.71 crores) and Securitisation linked Term Loan as on March 31 2020 was Rs 3777.60 crores (March 31 2019: Rs 1143.28 crores).

The Company serviced all its repayments and interests for different borrowings due during FY20 on respective due dates. The deposits and debentures issued/ allotted in non-dematerialised form were redeemed on submission of the claim with documents. 8138 number of deposits amounting to Rs 109.84 crores were outstanding to be claimed or renewed on maturity as an March 31 2020. Subsequent follow-up by the Company for repayments/renewals brought it to 4830 number of deposits amounting to Rs 59.08 crores on the date of this report. There were no deposits which had matured and claimed but were not paid by the Company. The Company takes steps to arrange for repayment/renewal of these unclaimed deposits.

The Company is required to be rated by any of the rating agencies in India for its different kinds of borrowings. Such ratings were undertaken and the ratings obtained are mentioned in notes to financial statements.

There are no significant and material orders passed by the regulators or courts or tribunals impacting going concern status and Company's operation in future. The business of the Company was impacted due to COVID 19 lock down and the same may also impact the business of the Company for FY21. During FY20 frauds amounting to Rs 36.50 lacs were detected and reported to RBI. The details and status of frauds detected are reported in notes to financial statements. The Audit and Risk Management Committee (ARMC) and the Board had discussed about the status of the frauds committed and existing. The Company has formulated whistle blower and vigil mechanism policy for in addition to other matters bringing frauds to light by the whistle blowers.

5. CAPITAL LISTING AND IEPF

As on March 31 2020 the paid up capital was Rs 66.003 crores with an increase of Rs 0.011 crores on the paid up capital on March 31 2019 due to allotment of 10605 number (FY19 : 26555) of shares on exercise of options under Employees Stock Options Scheme 2006 by the eligible employees on exercise of their options under ESOP Scheme 2006. The ESOP Scheme titled SCUF ESOP Scheme 2013 as approved by the members in the Extraordinary General Meeting held on May 31 2013 has not been implemented. The required disclosures on ESOP as on March 31 2020 under SEBI Regulations are set out in Annexure - 7 to this report. The Company has received the certificate as attached in Annexure - 8 from the auditors of the Company certifying that the ESOP Scheme is implemented in accordance with the SEBI Guidelines and in accordance with the resolution passed by the members. There was no buy back of its shares and no issue of equity by the Company during FY20. In compliance with Section 124 (5) of the Act the Company transfers the dividend that has remained unclaimed for a period of seven years from the date of its transfer to unpaid dividend account to Investor Education and Protection Fund (IEPF). An amount of Rs 0.93 crores (2018-19: Rs 0.92 crores) is lying in unpaid equity dividend account of the Company. The unpaid dividends till March 31 2013 were transferred to IEPF. The Company as provided under Section 124(6) of the Act transferred all shares in respect of which unclaimed dividends were transferred to IEPF during FY20. In compliance with section 125 (2) of the Act matured deposits matured debentures and interest accrued on these that had remained unclaimed/unpaid for a period of seven years from the date it became due for payment were transferred to IEPF during FY20 as mentioned below.

Rs in crores
YearDividendDepositsDebenturesEquity shares in nos.
FY 200.0800.001.4653032
FY 190.0900.000.66452794

The Company has displayed the details of unpaid dividend on its web site (refer table no-1). The Company also posted individual letters to the last known address of the share holder on August 7 2019 and September 9 2019 and advertised in news papers on August 8 2019 and September 11 2019 respectively. There will be no claim lie on the Company on account of dividend debentures and deposits which were transferred to IEPF. However the investors can claim it from IEPF Authority by following the required process.

The unclaimed equity shares existing in physical form available with the Company/RTA are dematerialised when required to be transferred to IEPF Authorities as required under Regulation 34 (3) read with para F Schedule V of the LODR. The status of the same is as under.

Rs in crores
S. NoParticularsNo of equity shares holdersNo of unclaimed equity shares
1Unclaimed equity shares as on April 1 20199500
2Shares claimed by shareholders during the Year--
3Transfer of unclaimed equity shares to IEPF during the Year as per IEPF Rules125
4Unclaimed equity shares as on March 31 20208475

The voting rights for the above said unclaimed equity shares shall remain frozen till the concerned shareholders claim the shares. No equity shares were issued with differential rights to voting dividend or otherwise. The listing fees to BSE and NSE for the Year were paid on time. The shares of the Company continue to be listed on BSE Ltd and National Stock Exchange of India Limited.

6. HUMAN RESOURCE

Our people are our most valuable resource. We are committed to provide the right opportunities to employees to realise their potential. We are pleased to report that in an increasingly competitive market for talent we continue to be successful in engaging and retaining the right manpower resources. We conduct periodic reskilling and skill-enhancing programs for our business teams besides according rewards and recognition to keep them motivated. We lay emphasis on localisation of our workforce and encourage executive growth up the organisational ladder within respective geographies. The relations between the Company and its employees have always been based on mutual respect openness honesty co-operation trust and continued in this manner during FY20. The Company has formulated a policy on Prevention of Sexual Harassment of women employees in the work place. The Company has also constituted an Internal Complaints Committee as required under the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. There were no complaints received during FY20. As on March 31 2020 we had 28699 employees. The Company added 10788 employees during FY20. As required under Section 197(12) of the Act read with Rule - 5 (1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the information on remuneration is given in table 2.1 of the Corporate Governance Report and other details are attached as Annexure - 1 to this Report.

7. SUBSIDIARY AND CONSOLIDATED FINANCIAL STATEMENTS

M/s Shriram Housing Finance Ltd CIN - U65929TN2010PLC078004) (SHFL) is the unlisted subsidiary of the Company with 77.25% holding by the Company in the equity of SHFL. SHFL is a housing finance company registered with National Housing Bank (NHB) (Registration Number-08.0094.11) with registered Office at Chennai.There was no entity which became or ceased to become subsidiary during FY20. The entities shown in the Notes to Accounts under Related party disclosures as Associates are treated as associates as per paragraph 9(b)(ii) of IndAS24. The equities of SHFL are not listed on any stock exchange but has debt securities listed on BSE. SHFL follows April to March as the financial year. SHFL provides housing loans of larger mass consisting of self employed in the lower and middle income class in mostly Tier 2 and Tier 3 locations in India with 65 branches. SHFL has 11051 customers with loans in its portfolio as on March 31 2020. The total employee strength of SHFL as on March 31 2020 was 798.

SHFL provides home loans loans against property and finances housing projects. The CAGR of loan disbursement of SHFL over last five years was 17.51 % with total disbursement during the Year being Rs 1126.64 crores. The total borrowings of SHFL as on March 31 2020 was Rs 1929.02 crores out of which Rs 384.97 crores was from allotment of NCDs and the balance amount was from borrowings from Bank National Housing Bank (NHB) and securitisation through bank.

As prescribed under section 129(3) of the Act the Consolidated financial statements of the Company for FY20 were prepared in accordance with provisions of the Act and LODR which were audited by the statutory auditors of the Company. The consolidated financial statements along with the report of the auditors of the Company thereon are attached to this Report. Statement containing salient features of the financial statements for FY20 in form AOC- 1 is attached to the financial statements of the Company. The annual accounts annual reports and the related detailed information on SHFL shall be made available to the shareholders of the Company and to the shareholders of SHFL seeking such information at any point of time. In accordance with Section 136 of the Act audited annual financial statements consolidated financial statements and related information of the Company and the audited financial statements of SHFL are displayed on the Company's web site (Refer Table -1) and the same shall be kept at the respective Registered Office of the Company and SHFL for inspection by any shareholder during business hours. Shriram Capital Limited and SHFL continued as promoter and subsidiary of the Company respectively.

8. RESERVE BANK OF INDIA DIRECTIONS/ GUIDELINES

The Company is regulated by the applicable regulations of the RBI being a deposit accepting NBFC. The Company continues to comply with all applicable regulations of RBI. The details of registration with RBI appear in note no - 1 of notes to the financial statements. The Board confirms that the Company followed the corporate governance standards prescribed by the RBI. The note nos 47 50 to 81 and other notes of the notes to financial statements contain the information required to be reported under the regulations of the RBI. The disclosure under the Act with respect to deposits is not applicable to our Company as our Company is a NBFC regulated by RBI. The Company accepts/ renews deposits as per regulations of RBI. The followings are the indicators of acceptance of deposits.

Description

March 31

20202019
Capital Adequacy and27.69%22.94%
Reserve Ratio (CRAR)*
Net owned funds (Rs in crores )6786.766321.54
Statutory Liquidity Ratio18.37%17.35%
Deposits including maturity payable (Rs in crores )4121.903 23523

* The RBI prescribes the maintenance of CRAR 15 percent and above.

Our principal source of liquidity are cash cash equivalent current investments and cash flow from operations. We maintain sufficient cash to meet strategic and operational needs. We understand that the liquidity in the Balance sheet need to balance between return and risk. We believe that our working capital is adequate to meet our current requirements.

9. CORPORATE GOVERNANCE

The Company follows the corporate governance practices and standards prescribed under LODR regulations of RBI and other regulations. Report on corporate governance as required under Regulation 34(3) of LODR together with a certificate for the purpose from the auditors of the Company confirming the compliance with the corporate governance is attached to this Report (Annexure - 2). As required under Regulation 34(2)(e) and 34(3) of LODR the Management Discussion and Analysis on the business of the Company is attached as Annexure - 3. As required under Regulation 17 (8) of the LODR a compliance certificate duly signed by the Managing Director & Chief Executive Officer and Chief Financial Officer on the financial statements of the Company for FY20 was submitted to the Board at their meeting held on June 11 2020 (Annexure - 4). The relevant provisions of the voluntary guidelines are adopted in the areas deemed appropriate.

10. BUSINESS RESPONSIBILITY REPORT (BRR)

Regulation 34(2)(f) of the LODR requires top 500 listed entities based on market capitalisation as on March 31 2020 to include BRR as a part of the Annual Report. The Company being one such entity has included BRR in this Annual Report (Annexure - 14).

11. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company constituted a CSR Committee consisting of three Directors including two independent directors as required under Section 135 of the Act. The details of the CSR Committee appear on the Annual Report on CSR. Annual Report on CSR activities as required under Rule 9 of the Companies CSR Policy Rules 2014 of the Act is attached to this report as Annexure - 10. The CSR policy of the Company as recommended by the CSR Committee was reviewed and approved by the Board and is displayed on the website of the Company (refer table 1). The CSR policy contains the areas of activities of CSR and other detail as required under Section 134 (3) (o) of the Act. During FY20 the Company undertook CSR Projects on health education skill development through implementing Agent. The spend on CSR amounting to Rs 11.75 crores (FY19 : Rs 4.50 crores) during FY20 were approved by the Board of the Company as recommended by the CSR Committee. The Board afirms that the CSR activities are implemented in accordance with CSR Policy of the Company.

12. BOARD AND COMMITTEES

The Company had optimum number of Directors. Board met 5 times during FY20 and interval between two meetings did not exceed 120 days. Members of the Board possess requisite knowledge and experience to steer the Company. The brief profile of each director appear on the website of the Company (Refer Table 1). Details of meetings of the Board and committees held and the details about appointment induction training retirement and resignation of Directors/KMPs during FY20 are mentioned in the Corporate Governance report (Annexure - 1). The Company complied with Secretarial Standards issued by the Institute of Company Secretaries of India. The Board has Audit and Risk Management Committee (ARMC) and Nomination and Remuneration Committee (NRC) as specified under Section 177 and 178 of the Act respectively. As required under Section 149 (7) and 134(3) (d) of the Act the Company received necessary declaration from each independent director about his/her meeting the criteria of independence as laid down under of the Act and LODR. A statement by the Managing Director confirming receipt of this declaration from each independent director of the Company is attached as Annexure - 11. There is no change in the circumstances affecting their status as Independent Directors of the Company. The Company received required deed of covenant at the time of appointment of directors and declaration during the Year from the Directors as required under regulations of RBI. The Board on the recommendation of NRC has formulated a policy for selection appointment and remuneration of directors senior management personnel as required under Section 178 (3) and 134 (3) (e) of the Act the details of which appear in the Annexure - 13 and the same is displayed on the web site of the Company (refer table 1). As required under section 134(3)(p) of the Act and LODR annual performance evaluation of it's own the Committees Chairman of the Board and individual directors based on the criteria and frame work adopted by the Board was carried out during FY20 consisting of participation attendance duties obligations contribution for effectiveness and related matters of Board/Committee. The outcome of such evaluation done during FY20 was discussed by the NRC/Board and both found it satisfactory. Each Director has given his/her declaration to the Company for not holding any shares in the Company and having no relation inter se with any Director. Independent Directors attend familiarisation programme on joining the Board and annually the details of which is displayed on the web site (refer table 1). Sri Ignatius Michael Viljoen (DIN - 08452443) who was appointed as additional director with effect from July 29 2019 who hold Office until the conclusion of 34th AGM has expressed his intention and confirmed his eligibility to be appointed as Director of the Company. Sri Debendranath Sarangi (DIN - 01408349) and Smt Maya S Sinha (DIN - 03056226) will complete their term on July 27 2020. They have expressed their intention and confirmed their eligibility to be appointed as Directors of the Company. The details on their appointment as directors forms a part of the Notice of the ensuing AGM. It would be the second term as independent directors if Sri Debendranath Sarangi and Smt Maya S Sinha are appointed in the ensuing AGM. Sri Yalamati Srinivasa Chakravarti (DIN - 00052308) was appointed as the Managing Director (MD) and Chief Executive Officer (CEO) and Key Managerial Personnel (KMP) from July 1 2019. Sri Duruvasan Ramachandra (DIN - 00223052) resigned as the MD CEO and KMP w.e.f June 30 2019. As per provisions of the Act and Articles of Association of the Company Sri Shashank Singh (DIN - 02826978) will retire by rotation and being eligible has sought for re-appointment at the ensuing AGM. He has expressed his intention and confirmed his eligibility to continue as Director of the Company if appointed at the ensuing AGM. In compliance with requirements under section 149(7) of the Act and Regulation 16(1) of the LODR the Board has received the declaration from all the Independent Directors about their independence and the Board is satisfied about it

13. DIRECTORS' RESPONSIBILITY STATEMENT

The financial statements were prepared by following Indian Accounting Standard (Ind AS) prescribed under Section 133 (3) of the Act and relevant rules and guidelines issued by Securities Exchange Board of India (SEBI). Pursuant to Sections 134 (3) (c) and 134 (5) of the Act with respect to Directors' responsibility statement the Directors of the Company hereby confirm in the preparation of annual accounts for FY20 that :

(i) the applicable accounting standards have been followed and proper explanations have been made in notes to accounts for material departures if any;

(ii) the accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at March 31 2020 and statement of the profit and loss of the Company for the year ended on that date;

(iii) proper and sufficient care have been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

(v) internal financial controls to be followed were laid down which were adequate and were operating effectively and

(vi) proper systems had been devised to ensure compliance with provisions of applicable laws which were adequate and were operating effectively

15. AUDIT AND AUDITORS

Internal audits were conducted periodically during FY20 and the reports thereon were presented to ARMC on quarterly basis. The Internal Auditor is appointed and reporting to ARMC. In addition to others matters internal audit consisted of independent and objective assessment to monitor adequacy effectiveness and adherence to the internal controls processes and procedures Internal audit also checked compliance with extant regulations. Internal audit conducted followed a Risk-based approach of Internal Audit (RBIA) by taking into account the RBI guidelines and established practices. The ARMC regularly reviewed the audit findings and the adequacy and effectiveness of the internal control measures.

The Company has documented its internal financial controls considering the essential components of various processes physical and operational. This includes its design implementation and maintenance along with periodical internal review of operational effectiveness and sustenance which commensurate with the nature of business and the size of its operations of the Company. This ensures conducting business in orderly and efficiently by adhering to the Company's policies safeguarding assets preventing errors with accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The internal financial controls with reference to the financial statements were adequate and operating effectively. The auditors of the Company M/s G.D. Apte & Co. Firm Registration No - 100515W Chartered Accountants (GDA) have submitted to the members of the Company the attached Independent Auditors Reports for FY20 on standalone financials and consolidated financials. Both the reports are unqualified without any reservation or adverse remark or disclaimer and thus the Board does not have any explanation or comment. M/s P. Sriram & Associates Company Secretaries in practice Chennai (PSA) appointed by the Company as the secretarial auditors pursuant to Section 204 of the Act have conducted audit and have submitted their report as attached in Annexure - 15 to the Members which is unqualified without any reservation or adverse remark or disclaimer. Therefore Board does not have any explanation or comment on such Secretarial Audit Report. Maintenance of Cost records and conducting of cost audits specified under section 148(1) of the Act are not applicable for the business activities carried out by the Company. During the Year neither GDA nor PSA reported to ARMC under Section 143(12) of the Act any instances of fraud committed by Officers or employees of the Company. The Board appointed PSA as secretarial auditor of the Company for FY21.

GDA was appointed by the members as the auditors of the Company from 32nd AGM till conclusion of 36th AGM of the Company. GDA have confirmed their eligibility and have communicated their willingness to continue as auditors. Necessary resolution to fix remuneration of GDA as Auditors is proposed at the ensuing AGM. The details of payment of Statutory Auditors fees appear in financial statements.

16. MANAGEMENT OF RISK

The risk management function of the Company help in identifying analysing assessing mitigating monitoring and governing risks. The Company has a risk management policy. A separate section in this report titled Management Discussion and Analysis discusses about risk and its mitigating factors and the matters required under Section 134 (n) of the Act. In the opinion of the Board there is no risk existing to threaten the existence of the Company. Report on risk assessment is presented to ARM at its meeting by the Chief Risk Officer of the Company appointed w.e.f August 1 2019 by the Board at its meeting held on July 29 2019.

17. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUT GO

Section 134 (3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 specify the information to be furnished on conservation of energy absorption of technology and foreign exchange earnings/outgo which for the Year are furnished below.

The operations of the Company are not energy intensive. However adequate measures for conservation of energy usage of alternate sources of energy and investments for energy conservation wherever required were taken. The Company did not absorbed any technology. There was foreign exchange earnings of Rs 1.71 crores (FY19 : Rs 1.67 crores ). The outgo of foreign exchange was Nil (FY19 : Rs 0.25 crores)

18. ACKNOWLEDGEMENT

We thank our customers share holders investors bankers employees trustees vendors auditors deposit holders and debentureholders. The directors regret the loss of life and resource due to COVID- 19 pandemic and are deeply grateful and have immense respect for every person who risked his/her life and safety to fight this pandemic. The Board expresses its appreciation and gratitude for the guidance and cooperation extended to the Company by RBI statutory authorities and regulators. The Board acknowledges the guidance of M/s GDA and M/s PSA to the Company. The Board records the commitment and dedication of employees.

For and on behalf of the Board of Directors
Place : ChennaiDebendranath Sarangi
Date : June 11 2020Chairperson