Dear Members,
Your Directors present the Twenty Eighth Annual Report of IIFL Finance Limited
("your Company/the Company") together with the Audited Financial Statements for
the Financial Year ended March 31, 2023. The Company is registered with the Reserve Bank
of India ("RBI") as a Systemically Important Non-Banking Financial Company
("NBFC") not taking public deposits (NBFC-ND-SI).
1. FINANCIAL RESULTS
A summary of the financial performance of your Company and its subsidiaries for the
Financial Year ended March 31,
2023, is as under:
(` in Crores)
Name of the Company |
ax T Revenue Profit After |
IIFL Finance Limited |
4,058.18 |
805.49 |
IIFL Home Finance Limited ("HFC") (Consolidated) |
2,581.90 |
768.12 |
IIFL Samasta Finance Limited (formerly known as Samasta Microfinance Limited)
("Samasta") |
1,746.23 |
128.18 |
IIFL Open Fintech Private Limited ("IIFL Open") |
0.58 |
3.68 |
A summary of the consolidated and standalone financial performance of your Company for
the Financial Year ended
March 31, 2023, is as under:
( ` in Crores)
Particulars |
Consolidated |
Standalone |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Gross total income |
8,447.11 |
7,023.61 |
4,088.69 |
4,106.60 |
Profit before Finance Cost, depreciation, share |
5,486.94 |
4,648.68 |
2,623.45 |
2,689.41 |
of loss of Joint Venture, exceptional items and |
|
|
|
|
taxation |
|
|
|
|
Finance Cost |
3,221.83 |
2,991.00 |
1,455.96 |
1,615.61 |
Depreciation |
152.59 |
121.70 |
124.77 |
106.43 |
Profit before share of loss of Joint Venture, |
2,112.52 |
1,535.98 |
1,042.72 |
967.37 |
exceptional items and tax |
|
|
|
|
Share of loss from Joint Venture |
- |
- |
- |
- |
Profit before exceptional items and tax |
2,112.52 |
1,535.98 |
1,042.72 |
967.37 |
Exceptional items |
- |
- |
- |
- |
Profit before tax |
2,112.52 |
1,535.98 |
1,042.72 |
967.37 |
Taxation |
|
|
|
|
- Current tax |
362.70 |
327.78 |
117.53 |
171.28 |
- Deferred tax |
144.68 |
19.38 |
119.70 |
51.18 |
- Short or excess provision for income tax |
(2.41) |
0.57 |
- |
(0.57) |
Net profit for the year |
1,607.55 |
1,188.25 |
805.49 |
745.48 |
Other Comprehensive Income |
32.19 |
9.21 |
20.82 |
(9.85) |
Total Comprehensive Income |
- |
- |
826.31 |
735.63 |
Total Comprehensive Income before Non- |
1,639.74 |
1,197.46 |
- |
- |
controlling interest |
|
|
|
|
Attributable to: |
|
|
|
|
Owners of the Company |
1,534.01 |
1,197.11 |
- |
- |
Non-controlling interests |
105.73 |
0.35 |
- |
- |
Particulars |
Consolidated |
Standalone |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Less: Appropriations |
|
|
|
|
Dividend |
(173.63) |
(132.82) |
(152.09) |
(132.82) |
Transfer to/ from Other Reserves |
(344.61) |
(312.66) |
(161.11) |
(195.23) |
Change in Minority |
(288.59) |
0.36 |
- |
- |
On account of Merger |
- |
- |
- |
- |
Add: Balance brought forward from the |
2,299.28 |
1,547.29 |
866.20 |
458.62 |
previous year |
|
|
|
|
Balance to be carried forward |
3,026.46 |
2,299.28 |
1,379.31 |
866.20 |
Note: Previous periods figures have been regrouped/rearranged wherever necessary.
Transfer to Reserve
The Company during the year under review has transferred below mentioned amount to
General Reserve out of the Retained Earnings. Further, in accordance with Section 45 IC of
the RBI Act, 1934, the Company has also transferred below mentioned amount to Special
Reserve:
(` in Crores)
Particulars |
Consolidated |
Standalone |
|
2022-23 |
2022-23 |
Special Reserve during the year (Pursuant to Section 45 IC of the RBI Act, 1934) |
186.51 |
161.11 |
Special Reserve during the year (Pursuant to Section 29C of National Housing Bank Act,
1987) |
65.71 |
- |
General Reserve during the year |
28.27 |
1.09 |
2. REVIEW OF BUSINESS AND OPERATIONS AND STATE OF AFFAIRS OF YOUR COMPANY AND OUTLOOK
Details of Business, operations, state of affairs and outlook of the Company is
provided in the Management Discussion and Analysis Report. Refer to pages 176-192 of the
Report.
3. MACROECONOMIC OVERVIEW
Details on Macroeconomic overview of the Company is provided in the Management
Discussion and Analysis Report. Refer to pages 176-192 of the Report.
4. DIVIDEND
During the year under review, the Board of Directors of the Company declared and paid
an interim dividend of ` 4/- per equity share (200%) (i.e. 2 times of the Face Value of `
2/- per equity share) in accordance with the Dividend Distribution Policy of the Company.
This led to an outgo of ` 152.09/- Crores (including tax deducted at source). Your
Directors recommend that the said interim dividend be considered as final.
In terms of the provisions of Regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), the Board of Directors of the Company has adopted a Dividend
Distribution Policy which is annexed as "Annexure - I" to this report and is
available on the website of the Company i.e.
https://storage.googleapis.com/iifl-finance-storage/files/2022-07/Dividend_distribution_
policy_27072022.pdf
5. TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND ("IEPF")
In accordance with the applicable provisions of the Companies Act, 2013 ("the
Act") read with Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 ("IEPF Rules"), all unclaimed dividend on
shares/interest and principal on Non-Convertible Debentures ("NCDs") are
required to be transferred by the Company to the IEPF, if such remains unpaid or unclaimed
for a period of seven (7) years after giving an opportunity to the Members. Further,
according to the IEPF Rules, the shares on which dividend has not been claimed by the
Members for seven (7) consecutive years or more shall be transferred to the demat account
of the IEPF Authority.
Accordingly, the Company issued the reminder letters to such Members to claim the
dividend and also published a notice to such effect in the leading newspapers in English
and Regional Language having wide circulation and accordingly informed them that in the
event of failure to claim said dividend, the unpaid/unclaimed dividend along with shares
pertaining to unpaid/ unclaimed dividend would be transferred to IEPF.
Further, the details relating to amount of dividend on shares/interest and principal on
NCDs transferred to the IEPF during FY 2022-23 and shares on which dividend remained
unclaimed for seven (7) consecutive years, are provided in the General Shareholders
Information section of Corporate Governance Report forming part of this Annual Report.
6. KEY INITIATIVES/DEVELOPMENTS
Public Issue of Non-Convertible Debentures
During the year under review, the Company raised through public issue of secured,
redeemable, NCDs, an amount aggregating to ` 472.11 Crores. These NCDs are listed and
traded on the National Stock Exchange of India Limited ("NSE") and BSE Limited
("BSE").
Issuance of Non-Convertible Debentures on a Private Placement basis
During the year under review, the Company raised through Private Placement of
Redeemable NCDs an amount aggregating to ` 1,001 Crores. The said NCDs are listed and
traded on NSE and/or BSE.
Additionally, during the year under review, HFC and Samasta raised ` 280 Crores and `
420 Crores through Private Placement of Redeemable NCDs respectively. The said NCDs issued
by HFC were listed and traded on NSE while NCDs issued by Samasta were listed and traded
on BSE.
National Housing Bank Refinance
During the year under review, National Housing Bank ("NHB") sanctioned `
1,125 Crores refinance facility to HFC. HFC availed ` 1,061.16 Crores of refinance
facility from NHB under various refinance schemes during the year ended March 31, 2023.
Additionally, during the year under review, National Bank for Agriculture and Rural
Development ("NABARD") refinanced ` 500 Crores under refinance facility to the
Company and Small Industries Development Bank of India ("SIDBI"), NABARD and
Micro Units Developments
& Refinance Agency Limited ("MUDRA") refinanced ` 400 Crores, ` 200
Crores and ` 150 Crores respectively to Samasta.
Funds raised by way of other Borrowings
During the year under review, the Company raised
` 3,517.28 Crores through term loan from various banks. Additionally, HFC and Samasta
raised ` 3,110 Crores and ` 3,974.38 Crores, respectively, through term loans from various
banks. .
Additional investment in IIFL Samasta Finance Limited
During the year under review, the Company purchased equity shares of Samasta from HFC
in July, 2022 which amounts to ` 259.08 Crores and also invested in the right issue of
equity shares of Samasta for an amount of ` 199.99 Crores in February, 2023. After the
aforesaid acquisition, the holding of the Company in Samasta is 99.51% as on March 31,
2023.
Investment in IIFL Home Finance Limited by the subsidiary of Abu Dhabi Investment
Authority
During the year under review, a wholly owned subsidiary of the Abu Dhabi Investment
Authority ("ADIA") invested
` 2,200 Crores for a 20% stake in HFC, boosting the net worth of HFC by more than 80%.
This will help HFC to consolidate its competitive position in the affordable housing
finance market in India, which has tremendous long term growth potential.
International credit rating upgrade by Moody's
On April 06, 2023, Moody's upgraded the Company's credit rating from B2 to B1,
retaining stable' outlook on the Company which also includes the Medium Term Notes
("MTNs"). Moody's said the upgrade has been driven by factors such as higher
share of off-balance sheet loans; further fortifying its asset-light business model and
improvement in the Company's key metrics of funding, profitability.
Fully repaid maiden dollar bonds
The Company fully repaid its maiden dollar bonds in April 2023 along with interest. The
Company which is one of India's largest retail-focused NBFCs had raised US$ 400 Million
through a MTN program in February 2020. This is a demonstration of strong treasury
management capabilities and financial strength of the
Company. This has also established a strong track record for the Company in
international bond market.
Secured US$ 100 Million in long-term funding jointly from Export Development Canada and
Deutsche Bank
During the year under review, the Company secured US$ 100 Million in long-term funding,
jointly, from Export Development Canada ("EDC") and Deutsche Bank. The Company
secured US$ 50 Million from EDC and US$ 50 Million from Deutsche Bank, respectively. The
deal was structured under the aegis of Deutsche Bank as mandated lead arranger, book
runner and co-financier. This would also be the Company's second loan from EDC. It had
previously secured funding of US$ 100 Million from EDC in 2019.
IIFL Open Fintech Private Limited
During the year under review, the Company has incorporated a new subsidiary IIFL Open
Fintech Private Limited where the Company holds 51.02% stake and remaining is held by Open
Financial Technologies Private Limited ("Open"), which is the 100th unicorn of
India and the largest SMB (Small and Mid-sized Business) Neo-bank. Open has integrated
with 17 large banks and has an existing customer base of more than
2 Million merchants. The Company's existing lending book and infrastructure will be
used by Open to offer innovative lending solutions to these merchants on their platform.
This subsidiary will also give us access to user's business transactions leading to better
insights for underwriting decisions and it will lead to growth in the Company's lending
book by offering credit solutions to Open's existing 2 Million merchant base.
Signs top Pan-Indian Actress Tamannaah Bhatia as Brand Ambassador
The Company has signed top Indian actress Ms. Tamannaah Bhatia as its brand ambassador
as it aims to bolster its Pan-India brand presence. This will help in our endeavor to
become the loans destination of choice fulfilling dreams and goals of Millions of
Indians who don't have easy access to credit.
Awards and Recognitions
During the year under review, following awards and accolades were conferred by
reputable organizations:
The Company won Customer Service Excellence
Award' at Asia Awards for Excellence in BFSI.
The Company won Best Lending Tech of the
Year' at Asia Awards for Excellence in BFSI.
The Company won The Great Indian BFSI Brand of the Year'.
The Company received Brand of the Year' award from India Today and Team Marksmen.
The Company received the Most Innovative
Fintech Product' award for WhatsApp Loan by IIFL Finance' at National Award for
Leadership & Excellence in BFSI.
The Company received Best Lending Tech of the
Year' award at National Award for Leadership & Excellence in BFSI.
The Company received Quick Loan Approval' award for IIFL Instant Loan at National
Award for Leadership & Excellence in BFSI.
IIFL Foundation's Gulabi Gaon' project received award for being the Best
Poverty Alleviation Project' at the Responsible Business Awards.
IIFL Foundation's Agricultural Drone' project received the Best Community
Program Leadership Award' at the Responsible Business Awards.
IIFL Foundation's Urban Forest' project received the Best Smart City
Initiative Award' at the Responsible Business Awards.
The Company received Best Radio Campaign' award for Gold Loan Mela
Campaign' at World Marketing Congress.
The Company received Best Social Media
Campaign' award for Anmol Kisse' campaign at World Marketing Congress.
The Company received Most Innovative Fintech
Product' award at National Fintech Leadership and Excellence Awards.
IIFL Foundation received Best Innovative CSR
Project' award for vaccine delivery on drone at the 4th edition of CSR Summit &
Awards.
The Company received Best Sustainability
Initiative' award at World BFSI Congress & Awards.
The Company received Best Lending Tech' award at World BFSI Congress &
Awards.
The Company received the Most Innovative
Fintech Product' award for Business Loans at National Fintech Leadership Award.
The Company received Marketing Campaign of the Year' for Sapna Aapka Loan
Humaara Campaign' at Global Brand Excellence Awards.
IIFL Foundation received Outstanding contribution to the cause of education'
award at Global CSR Excellence Awards.
IIFL Foundation's Urban Forestry' project received The Best Environment
Friendly Project' award at Global CSR Excellence Awards.
IIFL Foundation's Sakhiyon Ki Baadi' project received Support and
improvement in quality of education' award at Global CSR Excellence Awards.
7. CORPORATE SOCIAL RESPONSIBILITY ("CSR")
INITIATIVES
The CSR Committee of the Board has formulated and recommended to the Board a CSR Policy
indicating the CSR activities which can be undertaken by the Company. The Board approved
the CSR Policy which is available on the website of the Company, i.e.
https://storage.googleapis.com/iifl-finance-files/2023-07/CSR%20policy_IIFL%20Finance.pdf
IIFL group has set-up India Infoline Foundation ("IIFL Foundation") a Section
8 Company incorporated under the Act which acts as the principal arm to undertake CSR
initiatives on behalf of the Company and its subsidiaries. IIFL Foundation through its CSR
initiatives addresses 4 thematic areas Health, Education, Livelihood & Poverty
Alleviation, collectively HELP.
As per Rule 4(2) of the Companies (Corporate Social Responsibility Policy) Rules, 2014,
IIFL Foundation has registered itself with the Central Government by filing the e-Form
CSR-1 with the Registrar of Companies.
The Foundation has identified focus areas for CSR initiatives which includes:
Initiative to build Foundational literacy among
16,800 females in Rajasthan.
Development of Emergency Services' at
Government hospital at Rajasthan.
Infrastructure development and academic support to Maa Bari Centres at Rajasthan.
Development of Infrastructure at Government
Schools at Rajasthan.
Livelihood programme to support and promote women entrepreneurs (Rajasthan).
Donation of AgriDrone to a University to promote research and development in
agriculture at Rajasthan.
Development of Urban Forest and Botanical garden at Maharashtra.
Support for a programme on education to improve the academic outcome of 1.03 lakh
students and 3,052 teachers of 1,526 government schools, Rajasthan.
Community radio program to improve learning and mental well-being outcomes for young
children and caregivers at Rajasthan.
Annual Medical Camp at Uttar Pradesh and
Maharashtra.
Donation of medical equipment for Ophthalmic surgery ward (Rural), Rajasthan.
Digital screen for learning at government schools at Rajasthan
Relief activity for victims of flood in Maharashtra
Training on Hospitality and Chef Trade at
Kupwara, an Aspirational District in Kashmir.
Donation of medicines (veterinary) for treatment of the Lumpy Cow Disease
Capacity building of 50 Non-Governmental
Organizations ("NGOs"), Maharashtra
During FY 2022-23, the Company deployed 2% of its average net profit of the preceding
three Financial
Years (computed as per the relevant provisions of the Act) on CSR projects, utilizing
the required amount on various social development activities, details thereof are
mentioned in the CSR Annual Report, attached as "Annexure - II" to this Report.
Further, during the year under review impact assessment was not applicable to the
Company. However, the same has been conducted by IIFL Foundation at its discretion through
an independent agency.
8. SHARE CAPITAL
During the year under review, the total paid up equity share capital of the Company
increased from
` 75,91,97,422/- to ` 76,08,60,778/- pursuant to allotment of 8,31,678 equity shares of
` 2/- each under Employee Stock Option Scheme(s) of the Company to the eligible employees
and the said equity shares rank Pari Passu with the existing equity shares.
The movement of share capital was as under:
Particulars |
No. of shares |
Cumulative |
|
allotted |
outstanding |
|
|
capital (no. of |
|
|
equity shares |
|
|
with Face Value |
|
|
of ` 2/- each) |
Capital at the beginning of the year |
- |
75,91,97,422 |
Allotment of shares to employees on May 27, 2022 pursuant to exercise of options
granted under IIFL Finance Employee Stock Option Plan 2008 and IIFL Finance Employee Stock
Option Plan 2020 - Merger Scheme |
1,40,939 |
75,94,79,300 |
Allotment of shares to employees on July 28, 2022 pursuant to exercise of options
granted under IIFL Finance Employee Stock Option Plan 2008 and IIFL Finance Employee Stock
Option Plan 2020 - Merger Scheme |
23,949 |
75,95,27,198 |
Allotment of shares to employees on October 08, 2022 pursuant to exercise of options
granted under IIFL Finance Employee Stock Option Plan 2008 and IIFL Finance Employee Stock
Option Plan 2020 - Merger Scheme |
1,08,112 |
75,97,43,422 |
Allotment of shares to employees on November 24, 2022 pursuant to exercise of options
granted under IIFL Finance Employee Stock Option Plan 2008 and IIFL Finance Employee Stock
Option Plan 2020 - Merger Scheme |
74,580 |
75,98,92,582 |
Allotment of shares to employees on January 18, 2023 pursuant to exercise of options
granted under IIFL Finance Employee Stock Option Plan 2008 and IIFL Finance Employee Stock
Option Plan 2020 - Merger Scheme |
3,02,148 |
76,04,96,878 |
Allotment of shares to employees on March 17, 2023 pursuant to exercise of options
granted under IIFL Finance Employee Stock Option Plan 2008 and IIFL Finance Employee Stock
Option Plan 2020 - Merger Scheme |
1,81,950 |
76,08,60,778 |
9. SECURITIZATION/ASSIGNMENT OF LOAN PORTFOLIO
During the year under review, your Company (consolidated) as an originator has
undertaken Direct Assignment transactions of total book value of loan assets amounting to
` 14,418.44 Crore.
10. FINANCIAL LIQUIDITY
Consolidated cash and cash equivalent as on
March 31, 2023 stood at ` 3,630.67 Crores vis-a-vis ` 6,211.64 Crores in the previous
year. The Company's working capital management is robust and involves a well-organized
process, which facilitates continuous monitoring and control over receivables, inventories
and other parameters.
11. INTERNAL CONTROL SYSTEMS Internal audit and its adequacy
The scope and authority of the internal audit function is well defined and to maintain
independence and objectivity in its functions, the internal audit function reports
directly to the Audit Committee of the Board. At the beginning of each Financial Year, a
risk-based annual audit plan is rolled out after it is approved by the Audit Committee of
the Board. The audit plan aims to evaluate the efficacy and adequacy of the internal
control system(s) and compliance(s) thereof, robustness of internal processes, policies
and accounting procedures, compliance with laws and regulations. The Internal Audit
function, consisting of professionally qualified accountants, engineers,
Fraud Risk and Information Technology specialists, is adequately skilled and resourced
to deliver audit assurances at highest levels. Based on the reports of internal audit
function, process owners undertake corrective action in their respective areas.
Significant audit observations and corrective actions thereon are presented to the Audit
Committee of the Board.
Internal Controls over Financial Reporting
The Company's internal financial controls are commensurate with the scale and
complexity of its operations. The controls were tested during the year and no reportable
material weaknesses either in their design or operations were observed. The Company has
put in place robust policies and procedures, which inter alia, ensure integrity in
conducting its business, safeguarding of its assets, timely preparation of reliable
financial information, accuracy and completeness in maintaining accounting records and
prevention and detection of frauds and errors.
12. EMPLOYEES STOCK OPTION SCHEMES ("ESOS")
The Company has in force the following Schemes: (a) IIFL Finance Employee Stock Option
Plan 2007 ("ESOS Scheme 2007") (b) IIFL Finance Employee Stock Option Plan 2008
("ESOS Scheme 2008") (c) IIFL Finance Employee Stock Option Plan 2020 - Merger
Scheme ("ESOS Scheme 2020") Further, no stock options were granted to the
employees during the year under the ESOS Scheme 2007 and ESOS Scheme 2020.
The Company granted 2,00,000 Stock Options to eligible employees during the year under
ESOS Scheme 2008.
During the year under review, 2,67,233 stock options granted under ESOS Scheme 2008 got
lapsed and the same have been added back to the pool, which can be used for further grant
and 1,77,836 stock options granted under ESOS Scheme 2020 got lapsed and the same are not
available for further grant.
The aggregate number of stock options outstanding as on March 31, 2023 is 9,36,947
under ESOS Scheme 2008 and 27,05,444 under ESOS Scheme 2020. The ESOS Scheme 2008 of the
Company was amended by the Board of Directors of the Company at its meeting held on April
26, 2023, to align the same with the amendments made under the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations,
2021 ("SBEBSE Regulations"). Accordingly, approval of the Members to amend
ESOS Scheme 2008 in terms of the SBEBSE Regulations has been sought in the Notice
convening the 28th Annual General Meeting ("AGM") of the Company.
A certificate from the Secretarial Auditor of the Company confirming that the Scheme
has been implemented in accordance with the applicable Regulations would be made available
for inspection by Members through electronic means.
The relevant disclosures pursuant to Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014 and Regulation 14 of the SBEBSE Regulations are uploaded on the
website of the Company i.e. www.iifl.com and the same would be available for inspection by
Members through electronic means. Members can request the same by sending an email to
shareholders@iifl.com till the AGM.
The relevant disclosures in terms of Ind AS 102, relating to share based payment, forms
part of note 39 of the Standalone Financial Statements and Consolidated Financial
Statements of the Company.
13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The details of Loans, Guarantees and Investments covered under the provisions of
Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules,
2014 are given in the note no. 8, 9 and 38 of the Standalone Financial Statements.
14. SUBSIDIARY COMPANIES
As on March 31, 2023, the Company has three (3) subsidiaries, one (1) step down
subsidiary. The Company does not have any Associate(s)/Joint Venture(s):
Sr. No. |
Name of the Subsidiaries |
1 |
IIFL Home Finance Limited |
2 |
IIFL Samasta Finance Limited (formerly known as Samasta Microfinance Limited) |
3 |
IIFL Open Fintech Private Limited |
4 |
IIHFL Sales Limited |
During the year under review, IIFL Open was incorporated as a wholly owned subsidiary
of the Company w.e.f. May 17, 2022. Further, on June 10,
2022, IIFL Open issued and allotted 1,18,38,710 equity shares of face value of ` 10/-
each, at a premium of ` 83/- per share, at an Issue Price of ` 93/- per share, aggregating
to ` 110.10 Crores on a preferential basis to the Company and Open Financial Technologies
Private Limited. Accordingly, stake of the Company diluted to 51.02% and IIFL Open
became a subsidiary of the Company.
Pursuant to the Act read with applicable Rules framed thereunder, the Listing
Regulations and applicable Ind AS, the Board of Directors of the Company at their Meeting
held on April 26, 2023, approved the Audited Standalone Financial Statements of the
Company for the financial year ended March 31, 2023 and the
Audited Consolidated Financial Statements of the
Company and its subsidiaries for the financial year ended March 31, 2023. In accordance
with Section 129 of the Act, the said Audited Financial Statements form part of the Annual
Report. The Company's Financial Statements including the accounts of its subsidiaries
which forms part of this Annual Report is prepared in accordance with the Act and Ind AS
110.
A report on the performance and financial position of each of the subsidiaries of the
Company, as per the Act is provided in the prescribed Form AOC-1 as Annexure A of the
Consolidated Financial Statements and hence not repeated here for the sake of brevity.
The Audited Financial Statements of the subsidiaries of the Company for the financial
year ended March
31, 2023 are available on the website of the Company i.e. www.iifl.com. The Members may
download the aforesaid documents from the Company's website or may write to the Company
for obtaining a copy of the same. Further, the aforesaid documents shall also be available
for inspection by the Members at the registered office of the Company, during business
hours on working days and through electronic mode. Members can also request the same by
sending an email to shareholders@iifl.com till the AGM.
Pursuant to Regulation 16 of the Listing Regulations,
HFC and Samasta were the Material Subsidiaries of the Company for FY 2022-23 and shall
be the Material
Subsidiaries for FY 2023-24. In line with the provisions of Regulation 24(1) of the
Listing Regulations, Mr. Arun
Kumar Purwar, Independent Director on the Board of the Company is also an Independent
Director of
HFC. The Policy on determining the material subsidiary is available on the website of
the Company, i.e. https:// storage.googleapis.com/iifl-finance-storage/
files/2022-07/Policy_on_determining_Material_ Subsidiary_27072022.pdf
15. CAPITAL ADEQUACY
The capital adequacy ratio (Standalone) was 20.38% as on March 31, 2023, comprising
Tier I capital ratio of 12.85% against the ratio of 10% as prescribed by the RBI.
16. ANTI-CORRUPTION MECHANISM
The Company with a high regard for honesty and institutional integrity, formulated an
Anti-Corruption framework which consists of Anti-Corruption, Gift and Whistle
Blower/Vigilance policy, Fairness, Integrity and Transparency FIT principles,
applicable to all our employees and in our subsidiaries. The Company has responsibility
both to the Members and to the communities to which we do business to be transparent in
all our dealings.
The Company takes a zero tolerance approach to bribery and other forms of unlawful
payment. The Company's Anti-Corruption framework requires that we do not engage in bribery
or corruption in any form and explicitly mentions that we will not pay or procure payment
of a bribe or unlawful fee to encourage the performance of a task or one which is intended
or likely to compromise the integrity of another. We will not accept any payment, gift or
inducement from a third party which is intended to compromise our own integrity.
The Whistle Blower/Vigilance Policy of the Company urges employees to report and
escalate unfair transactions without any fear of retribution. The Code of Conduct also
includes procedures dealing with gifts and entertainment, conflicts of interest and other
important matters. Risk assessment framework identifying inherent corruption risks has
been prepared and implemented for all business and support verticals. The same is audited
by our Internal
Auditors. E-learning training and declaration on anti-corruption is mandatory for our
employees to ensure understanding of anti-corruption policy and ways to mitigate such
risk.
In addition to the above, policies and procedures have been put in place for
establishing channels for encouraging and facilitating employees to raise concerns or
report a possible breach of law or regulations with appropriate measures to protect such
whistle blower.
17. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business
Responsibility and Sustainability Report is attached as part of the Annual Report.
18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In accordance with Regulation 34 of the Listing Regulations and Non-Banking Financial
Company - Systemically Important Non-Deposit taking Company and Deposit taking Company
Directions, 2016, as amended ("RBI Master Directions"), the Management
Discussion and Analysis Report is attached as part of the Annual Report.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company are eminent Persons of proven competence and
integrity. Besides experience, strong financial acumen, strategic astuteness and
leadership qualities, they have a significant degree of commitment to the Company and
devote adequate time to meetings and preparation. In terms of requirement of the Listing
Regulations, the Board has identified core skills, expertise and competencies of the
Directors in the context of the Company's business for effective functioning, which are
detailed in the Corporate Governance Report. The Board meets at regular intervals to
discuss and decide on Company/business policy and strategy, apart from other Board
business. The Board exhibits strong operational oversight with regular business
presentations of meetings. a. Directors
As on March 31, 2023, the Board comprises of eight (8) Directors out of which five (5)
are Independent Directors including one (1) Independent Woman Director.
The Board comprises of Mr. Arun Kumar Purwar
Chairman & Independent Director, Mr. Nirmal Jain and Mr. R Venkataraman as
Executive Directors of the Company in their capacity as Managing Director and Joint
Managing Director, respectively. Mr. Nilesh Vikamsey, Mr. Vijay Kumar Chopra, Ms. Geeta
Mathur and Mr. Ramakrishnan Subramanian as Independent Directors. Mr. Chandran Ratnaswami
as a Non-Executive Director. The Board composition is in compliance with the requirements
of the Act, Listing Regulations and the RBI Master Directions.
The Board is of the opinion that the Independent Directors of the Company have the
required integrity, expertise and experience (including the proficiency). b. Key
Managerial Personnel
As on March 31, 2023, Mr. Nirmal Jain - Managing Director, Mr. R Venkataraman - Joint
Managing Director, Mr. Kapish Jain - Chief Financial
Officer and Ms. Sneha Patwardhan - Company
Secretary are the Key Managerial Personnel as per the provisions of the Act and Rules
framed thereunder. c. Appointment and Cessation of Directors and Key Managerial Personnel
Appointment/Re-appointment
In accordance with Section 152 of the Act read with Article 157 of the Articles of
Association of the Company, Mr. R Venkataraman is liable to retire by rotation at the
ensuing AGM and being eligible has offered himself for re-appointment. The Board
recommends the same for the approval of the Member.
During the year under review, Mr. Kapish Jain was appointed as the Deputy Chief
Financial Officer
& Head IR as Key Managerial Personnel ("KMP") of the Company w.e.f.
September 27, 2022. Further, he was appointed as the Chief Financial
Officer ("CFO") and KMP of the Company w.e.f.
November 01, 2022 to take over from Mr. Rajesh Rajak who had resigned as CFO of the
Company.
Cessation
Mr. Vibhore Sharma resigned from the position of Independent Director of the Company
w.e.f. August 31, 2022. The Board placed on record its appreciation for the valuable
contribution made by him as a member of the Board.
Mr. Rajesh Rajak resigned from the position of CFO and KMP of the Company w.e.f.
November 01, 2022. The Board placed on record its appreciation for the valuable
contributions made by Mr. Rajesh Rajak during his tenure and wished him the very best in
his future endeavors.
20. MEETING OF DIRECTORS & COMMITTEE/BOARD EFFECTIVENESS
Meetings of the Board of Directors
During the year under review, the Board met ten (10) times to discuss and approve
various matters including financials, appointment of auditor, declaration of dividend,
review of audit reports and other board businesses. For further details, please refer to
the report on Corporate Governance forming part to this Annual Report.
Committees of the Board
In accordance with the applicable provisions of the Act, Listing Regulations and RBI
Master Directions, the Board constituted the following Committees:
Audit Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
("CSR Committee")
Stakeholders' Relationship Committee
Risk Management Committee
Asset Liability Management Committee
IT Strategy Committee
The Board has set up various committees and delegated powers and assigned roles and
responsibilities and has layered down well documented terms of references.
All the Committees are chaired by the Independent Directors except Asset Liability
Management Committee which is chaired by Mr. R Venkataraman, Joint Managing Director
pursuant to RBI circular dated November 04, 2019 on Liquidity Risk Management Framework
for Non-Banking Financial Companies and Core Investment Companies.
The Chairperson of respective Committees report to the Chairman of the Board who is an
Independent Director and apprise the Board about the key highlights and decisions taken by
the Committees.
The details inter alia including the composition, terms of reference and meetings held
during the year under review of the aforesaid committee are provided in the Corporate
Governance Report, forming part of this Annual Report. Besides the aforesaid Committees,
the Board of Directors of the Company has constituted Committees comprising of Senior
Management Persons for day to day operations of the Company viz. Finance Committee, Group
Credit Committee, Credit Committee, Environment Social and Governance ("ESG")
Committee, etc.
Board Effectiveness
Familiarization Program for the
Independent Directors
Details of the Familiarization Programme are provided in the Corporate Governance
Report and are also available on the website of the Company i.e. https://
storage.googleapis.com/iifl-finance-storage/files/2023-04/Familiarisation_
Programmes_for_IDs_25042023.pdf
Board Evaluation and outcome
The evaluation process, manner and performance criteria for Independent Directors in
which the evaluation has been carried out is explained in the Corporate Governance Report
forming part of this Annual Report.
Declaration by Independent Directors
The Company has received necessary declarations from each Independent Director of the
Company as required, pursuant to the provisions of Section 149(7) of the Act and
Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of
independence laid down in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing
Regulations.
The above declarations were placed before the Board and in the opinion of the Board all
the Independent Directors fulfil the conditions specified under the Act and the
Listing Regulations and are Independent to the Management and that there has been no
change in the circumstances or situation, which exist or may be reasonably anticipated,
that could impair or impact the ability to discharge their duties with an objective of
independent judgment and without any external influence.
All the Independent Directors of the Company have registered themselves on the
Independent Directors' Databank mandated by the Indian Institute of Corporate Affairs as
per the requirements of Rule 6 of the
Companies (Appointment and Qualifications of Directors) Rules, 2014.
Fit and Proper Criteria & Code of Conduct
Your Company has received undertaking and declaration from each Director on fit and
proper criteria in terms of the provisions of RBI Master Directions. The Board of
Directors has confirmed that all existing Directors are fit and proper to continue to
hold the appointment as Directors on the Board, as reviewed and recommended by the NRC on
fit and proper criteria under RBI
Master Directions.
All the Directors of the Company have affirmed compliance with the Code of
Conduct of the Company. The Declaration of the same is provided in the Corporate
Governance Report which forms part of this Annual Report.
Board Diversity
The Company recognizes and embraces the importance of a diverse Board in its success.
The Company believes that a truly diverse Board will leverage difference in thought,
perspective, knowledge, skills, regional and industry experience, cultural and
geographical backgrounds, age, ethnicity, race, gender that will help us retain our
competitive advantage. The Policy adopted by the Board sets out its approach to diversity.
The Policy is available on the website of the Company i.e. https://
storage.googleapis.com/iifl-finance-storage/files/2022-07/Board_Diversity_
Policy_27072022.pdf
Remuneration policy and criteria for selection of candidates for appointment of
Directors
The Company has in place policy for remuneration of Directors and Key Managerial
Personnel as well as a well-defined criteria for the selection of candidates for
appointment on the said positions, which has been approved by the Board.
The Nomination and Remuneration Policy is also available on the website of the Company,
i.e. https://storage.googleapis. com/iifl-finance-storage/files/2023-06/
Nomination_and_Remuneration_ Policy_30062023.pdf
Succession Planning
The Company has formulated policy on Succession Planning for Directors and Key
Managerial Personnel for continuity and smooth functioning of the Company.
21. RISK MANAGEMENT
Your Company has a well-defined comprehensive
Enterprise Risk Management ("ERM") Framework in place and a robust
organizational structure to identify, assess, measure and monitor risks and strengthen
controls to mitigate risks. Your Company has established procedures to periodically place
before the RMC and the Board of Directors, the risk assessment and minimization procedures
being followed by the Company and steps taken by it to mitigate these risks. ERM has been
adopted by the
Company which uses defined Key Risk Indicators based on quantitative and qualitative
factors. A two-dimensional quantitative Heat Map has been implemented, which enables the
Management to have a comprehensive view of various identified risk areas based on their
probability and impact. The Company has initiated adequate Risk training and awareness
programmes. The Composition, terms of reference and powers of the RMC are in conformity
with the requirements of Regulation 21 of the Listing Regulations and RBI Master
Directions and the same has been provided in the Corporate Governance Report. The RMC is
authorized to monitor and review overall risk management plan including liquidity risk and
is also empowered, inter alia, to review and recommend to the Board the modifications to
the Risk
Management Policy. The ERM Policy is approved by the Board and inter alia, includes
identification of risks, including strategic, financial, credit, market, liquidity,
security, compliance, fraud, reputation, technology, cyber, outsourcing, people/conduct,
collection, ESG, business which in the opinion of the Board may threaten the existence of
the Company.
22. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
The Company has put in place a Policy for Related Party Transactions ("RPT
Policy"), amended from time to time. The Policy provides for identification of
Related Party Transactions ("RPTs"), necessary approvals by the Audit
Committee/Board/Members, reporting and disclosure requirements in compliance with the
provisions of the Act and Listing Regulations. The said policy can be accessed on the
website of the Company i.e
https://storage.googleapis.com/iifl-finance-storage/files/2022-07/Policy_on_Related_
Party_Transactions_27072022.pdf
All contracts or arrangements executed by the Company during the year under review with
related parties were on arm's length basis and in the ordinary course of business. Hence,
the disclosure of RPTs as required under Section 134(3)(h) of the the Act in Form AOC-2 is
not applicable to your Company.
All such RPTs were placed before the Audit Committee/ Board/Members for their approval,
wherever applicable. The Audit Committee reviews all RPTs on a quarterly basis.
You may refer to note no.41 to the Standalone Financial Statements and Consolidated
Financial Statements respectively, which contain related party disclosures. The Company
has obtained the Member's approval on Material RPTs in the last AGM.
Considering the Company being NBFC and its nature of business and operations, the
Company will continue entering into various RPTs in the ordinary course of business and
accordingly the Company has sought approval from Members for Material RPTs and details of
the same can be sought from the Notice convening the AGM of the Company.
23. ANNUAL RETURN
Pursuant to Section 92(3) of the Act and the Rules framed thereunder and amended from
time to time, the Annual Return of the Company for the Financial Year ended March 31, 2023
in prescribed Form MGT-7 is available on the website of the Company i.e.www.iifl.com.
24. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of
the
Company, which had occurred between the end of the
Financial Year of the Company to which the financial statements relate and the date of
this Annual Report.
25. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on energy conservation, technology absorption and foreign exchange
earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the
Companies (Accounts) Rules, 2014, is annexed as "Annexure III" and forms part of
this Report.
26. WHISTLE BLOWER POLICY/VIGIL MECHANISM
Pursuant to Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of
Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations, the
Company has adopted a Whistle Blower Policy/Vigil Mechanism and has established the
necessary vigil mechanism for Directors and Employees of the Company to report genuine
concerns about unethical behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct or ethics policy. The said policy can be accessed on the website
of the Company. i.e. https://storage. googleapis.com/iifl-finance-storage/files/2021-03/
IIFL_WhistleBlower_VigilancePolicy_2020.pdf
27. CREDIT RATING
The Company's financial discipline and prudence is reflected in the strong credit
ratings prescribed by rating agencies. The following Credit ratings were assigned to the
Company as on March 31, 2023.
Rating |
Product |
Rating as on |
Rating as on |
Agency |
|
March 31, 2023 |
March 31, 2022 |
CARE |
Non-Convertible Debentures |
CARE AA / Stable |
CARE AA / Stable |
|
Long Term Bank Facilities |
CARE AA / Stable |
CARE AA / Stable |
|
Subordinate Debt |
CARE AA / Stable |
CARE AA / Stable |
ICRA Limited |
Non-Convertible Debentures |
[ICRA]AA (Stable) |
[ICRA]AA (Stable) |
|
Commercial Paper |
[ICRA]A1+ |
[ICRA]A1+ |
|
Subordinate Debt |
[ICRA]AA (Stable) |
[ICRA]AA (Stable) |
|
Long Term Bank Lines |
[ICRA]AA (Stable) |
[ICRA]AA (Stable) |
|
Long Term Principle Protected Equity Linked Debenture |
PP-MLD[ICRA] AA |
PP-MLD[ICRA] AA |
|
|
(Stable) |
(Stable) |
|
Long Term Principle Protected Market Linked Debenture |
PP-MLD[ICRA] AA |
PP-MLD[ICRA] AA |
|
|
(Stable) |
(Stable) |
|
Commercial Paper (IPO financing) |
[ICRA]A1+ |
[ICRA]A1+ |
CRISIL Limited |
Non-Convertible Debentures |
CRISIL AA/Stable |
CRISIL AA/Stable |
|
Subordinate Debt |
CRISIL AA/Stable |
CRISIL AA/Stable |
|
Long Term Principal Protected Market Linked Debentures |
CRISIL PP-MLD AAr/Stable |
CRISIL PP-MLD AAr/Stable |
|
Commercial Paper (IPO financing) |
CRISIL A1+ |
CRISIL A1+ |
|
Commercial Paper |
CRISIL A1+ |
CRISIL A1+ |
|
Total Bank Loan Facilities Rated (Long Term Rating) |
CRISIL AA/Stable |
CRISIL AA/Stable |
Brickwork Ratings |
Non-Convertible Debentures (Public Issue) |
BWR AA+ Negative |
BWR AA+ Negative |
|
Non-Convertible Debentures |
BWR AA+ Negative |
BWR AA+ Negative |
|
Secured Non-Convertible Debentures |
BWR AA+ Negative |
BWR AA+ Negative |
Moody's |
Corporate Family Rating (CFR) |
B2 / Stable |
B2 / Stable |
|
Long-term foreign- and local-currency senior secured |
B2 / Stable |
B2 / Stable |
|
ratings to US $ 1 Billion Medium Term Note (MTN) program. |
|
|
Fitch |
Senior secured notes issued under US $ 1 Billion Medium Term Note (MTN) Programme |
B+ / Stable |
B+ / Stable |
|
Senior secured notes issued under US $ 400 Million bond |
B+ / Stable |
B+ / Stable |
28. PREVENTION OF SEXUAL HARASSMENT
Your Company recognizes its responsibility and continues to provide a safe working
environment for women, free from sexual harassment and discrimination. In Compliance with
the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, the Company has put in place a Policy on prevention of Sexual Harassment of Women at
workplace and has duly constituted an Internal Complaints Committee under the same.
The Company also provides for mandatory online training on prevention of sexual
harassment for every new joinee, as well as all employees on an annual basis.
The details of complaints received during during the Financial Year pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
are provided in the Corporate Governance Report.
29. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are provided in "Annexure IV" to this Report.
Further, a statement showing the names and other particulars of the employees drawing
remuneration in excess of the limits as set out in the Rule 5(2) and other details as
mentioned in Rule 5(3) of the aforesaid Rules, forms part of this report. However, in
terms of first proviso to Section 136(1) of the Act, the Annual Report and Accounts are
being sent to the Members and others entitled thereto, excluding the aforesaid
information. The said information is available for inspection by the Members and any
Member interested in obtaining a copy thereof, may write to the Company, at
shareholders@iifl.com.
30. STATUTORY AUDITORS
M/s. V Sankar Aiyar & Co, Chartered Accountants (Firm Registration Number 109208W)
were appointed as the Statutory Auditors of the Company by the Members at the 25th AGM of
the Company held on June 30, 2020 for a period of five (5) years from the conclusion of
the
25th AGM till the conclusion of the 30th AGM to be held in the year 2025.
The Members at the Extra Ordinary General Meeting of the Company held on September 30,
2021, revised the term of office for M/s. V Sankar Aiyar & Co, Chartered Accountants,
from a term of five (5) years to a term of three (3) years i.e. three (3) years from FY
2020-21 till (and including) FY 2022-23 pursuant to the RBI Circular No. RBI/2021-22/25
Ref. No. DoS.CO.ARG/ SEC.01/08.91.001/2021-22 dated April 27, 2021 ("RBI
Guidelines") which required NBFCs to appoint the Statutory Auditors for a continuous
period of three (3) years.
Further, pursuant to the said RBI Guidelines, the statutory audit of the entities with
asset size of ` 15,000 Crores and above as at the end of previous year, should be
conducted under joint audit of a minimum of two audit firms. Accordingly, based on
recommendation of the Audit Committee, the Board of Directors of the Company at their
Meeting held on July 27, 2021, recommended the appointment of M/s. Chhajed & Doshi,
Chartered Accountants (Firm Registration Number 101794W) as the Joint Statutory Auditors
for approval of the members of the Company. Subsequently, the Members at the Extra
Ordinary General Meeting of the Company held on September 30, 2021, approved the said
appointment of M/s. Chhajed & Doshi as the Joint Statutory Auditors for a continuous
period of three (3) years with effect from FY 2021-22 till and including the FY 2023-24.
M/s. V Sankar Aiyar & Co and M/s. Chhajed & Doshi have also confirmed that they
hold a valid peer review certificate as prescribed under Listing Regulations. The Joint
Statutory Auditors have confirmed that they continue to satisfy the eligibility norms and
independence criteria as prescribed by RBI Guidelines and the Act.
Further, pursuant to the completion of the term of M/s. V Sankar Aiyar & Co,
Chartered Accountants, the Board of Directors of the Company at their meeting held on
April 26, 2023, based on the recommendation of the Audit Committee, recommended the
appointment of M/s. Sharp & Tannan Associates, Chartered Accountant (Firm Registration
Number 109983W) as the Joint Statutory Auditors of the Company for the approval of the
Members at the ensuing AGM for a period of 3 (three) years i.e. from the conclusion of the
28th AGM till the conclusion of the 31st AGM to be held in the year 2026 at such
remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed
between the Board of Directors of the Company and the Auditors.
Appropriate resolution seeking Members' approval for the appointment of M/s. Sharp
& Tannan Associates, Chartered Accountant as the Statutory Auditors of the Company is
appearing in the Notice convening the ensuing AGM of the Company.
The Audit for FY 2022-23 was conducted by M/s. V Sankar Aiyar & Co and M/s. Chhajed
& Doshi, Joint Statutory Auditors of the Company and that there are no qualifications,
reservations, adverse remarks or disclaimers made by the Joint Statutory Auditors in their
Audit Report. The Notes to the financial statements referred in the Auditors' Report are
self-explanatory and therefore do not call for any comments under Section 134 of the Act.
The Joint Statutory Auditors' Report is enclosed with the financial statements forming
parts of this Annual
Report.
31. SECRETARIAL AUDIT
The Board had appointed M/s. Nilesh Shah & Associates, Practicing Company
Secretaries to conduct Secretarial Audit of the Company for FY 2022-23. The Secretarial
Auditor had conducted the audit and their report was placed before the Board. The report
of the Secretarial Auditor is annexed herewith as "Annexure V" to this report.
There are no qualifications or observations in the Report.
Pursuant to Regulation 24A of the Listing Regulations, a listed Company is required to
annex a secretarial audit report of its material unlisted subsidiary to its Directors
Report. Accordingly, the Secretarial Audit Reports of the material subsidiaries of the
Company i.e. HFC and Samasta for FY 2022-23 is annexed herewith as "Annexure VI"
& "Annexure VII" respectively.
32. REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Joint Statutory Auditors and the Secretarial Auditor
have not reported any instances of frauds committed in the Company by its Officers or
Employees to the Audit Committee under
Section 143(12) of the Act details of which needs to be mentioned in this Report.
33. RBI DIRECTIONS
Your Company complies with the direction(s), circular(s), notification(s) and
guideline(s) issued by the RBI as applicable to your Company as a Systemically Important
Non-Deposit taking NBFC. The Company has in place the system of ensuring compliance with
applicable provisions of Foreign Exchange Management Act, 1999 and rules made thereunder
as amended from time to time.
34. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by the Securities and Exchange
Board of India. The Company has also implemented several best Corporate Governance
practices as prevalent globally. The report on Corporate Governance as stipulated under
the Listing Regulations and the RBI Master Directions forms an integral part of this
Report. The requisite certificate from M/s. Nilesh Shah & Associates, Practicing
Company Secretaries confirming compliance with the conditions of Corporate Governance is
attached to the report on Corporate Governance.
Your Company has complied with all the norms prescribed by the RBI including the Fair
Practices Code, Anti Money Laundering and Know Your Customer (KYC) guidelines besides
other guidelines.
35. COMPLIANCE WITH THE SECRETARIAL STANDARDS
The Board of Directors affirm that the Company has complied with the applicable and
mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
36. DEPOSITS
During the year under review, your Company did not accept/ renew any deposits within
the meaning of Section 73 of the Act and the Rules made thereunder.
37. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Act and to the best of their
knowledge and belief and according to the information and explanation obtained by your
Directors, your Directors hereby confirm that: a) in the preparation of the annual
accounts, the applicable accounting standards had been followed and there were no material
departures; b) the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the Company at the end of the
Financial Year and of the profit of the Company for that period;
c) the Directors had taken proper and sufficient care 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; d)
the Directors had prepared the annual accounts on a going concern basis;
e) the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and f) the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
38. GENERAL
Your Directors state that during FY 2022-23:
(i) The Company has not issued equity shares with differential rights as to dividend,
voting or otherwise; (ii) The Company has not issued any sweat equity shares during the
year;
(iii) There are no significant and material orders passed against the Company by the
Regulators or Courts or Tribunals, which would impact the going concern status of the
Company and its future operations; (iv) The Central Government has not prescribed the
maintenance of cost records for any of the products of the Company under sub-section (1)
of Section 148 of the Act and the Rules framed there under; (v) There is no change in
nature of business of the Company during the year;
(vi) The Company has not defaulted in repayment of loans from banks and financial
institutions;
(vii) There were no delays or defaults in payment of interest/principle of any of its
debt securities; (viii) The details of Debenture Trustees of the Company are as follows:
Particulars |
Catalyst Trusteeship Limited |
IDBI Trusteeship Services Limited |
Vardhman Trusteeship Private Limited |
HSBC Limited |
Vistra ITCL (India) Limited |
Address |
GDA House, First Floor, Plot No. 85 S. No. 94 & 95, Bhusari Colony (right),
Kothrud, Pune 411038 |
Asian Building, Ground Floor, 17, R.Kamani Marg, Ballard Estate, Mumbai- 400001 |
The Capital, 412A, Bandra Kurla Complex, Bandra East, Mumbai 400051 |
Level 24, HSBC Main Building, 1 Queen's Road, Central, Hong Kong. |
6th Floor, The IL&FS Financial Center Plot No. C22, G Block, Bandra Kurla
Complex, Bandra (East), Mumbai 400051 |
Contact Details |
+912249220555 |
+912240807001 |
+912240140832 |
+85228418100 |
+912269300000 |
Email |
complianceCTL- Mumbai@ctltrustee. com |
itsl@idbitrustee.com |
Corporate@ vardhmantrustee.com |
isvmenatbd@hsbc. com |
VistraITCL.Support@ vistra.com |
Website |
www.catalysttrustee. com |
www.idbitrustee.com |
www.vardhmantrustee. com |
www.gbm.hsbc.com |
www.vistraitcl.com |
39. APPRECIATION
Your Directors place on record their sincere appreciation for the assistance and
guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the
Securities and Exchange Board of India, Government and other regulatory Authorities, Stock
Exchanges, Depositories, Registrar and Share Transfer Agent, other statutory bodies,
Company's bankers, Members and employees of the Company for the assistance, cooperation
and encouragement and continued support extended to the Company.
Your Directors also gratefully acknowledge all stakeholders of the Company viz.
customers, Members, investors, dealers, vendors, bankers and other business partners for
the excellent support received from them during the year. Our employees are instrumental
in helping the Company scale new heights, year after year. Their commitment and
contribution is deeply acknowledged. Your involvement as Members is also greatly valued.
Your Directors look forward to your continuing support.
|
For and on behalf of the Board |
|
Arun Kumar Purwar |
Date: April 26, 2023 |
Chairman & Independent Director |
Place: Mumbai |
(DIN: 00026383) |
|