REPORT OF THE BOARD OF DIRECTORS
Dear Members,
It is our immense pleasure to present the 33rd Annual Report along with the
audited financial statements of your Company for the financial year ended March 31, 2023.
The consolidated performance of the Company and its subsidiaries has been referred to
wherever required.
Financial Summary/Highlights, State of Affairs
|
Standalone |
Consolidated |
Particulars |
March 23 |
March 22 |
March 23 |
March 22 |
Total Revenue |
1,76,154.48 |
1,26,218.09 |
1,55,902.33 |
1,38,113.98 |
Total Expenses |
1,40,434.17 |
1,18,903.27 |
1,53,538.89 |
1,33,086.35 |
Profit before Depreciation and tax |
35,720.31 |
7,314.82 |
2,363.44 |
5,027.63 |
Depreciation and amortization expenses |
1,620.27 |
1,378.79 |
1,839.37 |
1,609.77 |
Profit / (Loss) before Tax |
34,100.04 |
5,936.03 |
524.07 |
3,417.86 |
Tax Expense |
7,667.12 |
1,913.52 |
42.76 |
1,347.97 |
Profit / (Loss) after Tax |
26,432.92 |
4,022.51 |
481.31 |
2,069.89 |
Other comprehensive income |
(1,904.81) |
(2,921.73) |
(2,066.67) |
(2,915.31) |
Total comprehensive income for the year |
24,528.11 |
1,100.78 |
(1,585.36) |
(845.42) |
OPERATIONS, FUND RAISE, PROSPECTS AND FUTURE PLANS
Operational Highlights in brief (Standalone basis)
- The aggregate Assets under Management (AUM) of the Company stood at INR 7,92,852.54
Lakhs as on March 31, 2023. This represents a year on year (YoY) growth of 23.7% as
compared to March 31, 2022.
- Loan amount of INR 7,39,010.87 Lakhs was disbursed in FY2022-23, representing an
increase of 83.3% as compared to FY2021-22.
- The Company disbursed 17,48,065 loans during FY2022- 23, an increase of 82.6% over
FY2021-22.
- Average loan amount disbursed per account during FY2022-23 was INR 0.43 Lakhs as
compared to INR 0.42 Lakhs during FY2021-22.
- The Company has operations spread across 24 states & union territories and a
total of 1,078 branches PAN India.
During the financial year under review, the Company saw ~7 times increase in its
profitability with a net profit of INR 26,432.92 Lakhs for the year ended March 31, 2023
as compared to a net profit of INR 4,022.51 Lakhs for the year ended March 31, 2022.
Profit before tax increased by ~6 times to INR 34,100.04 Lakhs. Total Income has increased
from INR 1,26,218.09 Lakhs for the year ended March 31, 2022 to INR 1,76,154.48 Lakhs for
the year ended March 31, 2023 which is mainly due to increase in Assets Under Management
(AUM) of the Company and increase in lending rate as per new guidelines issued by RBI in
this regard. The Return on Average Assets increased to 3.52% in FY2022-23 as compared to
0.53% in FY2021-22. The
cost of funds increased to 11.35% in FY2022-23 as compared to 11.20% in FY2021-22. Net
Interest Margin has improved to 11.62% (excluding extraordinary income of INR 35,200
Lakhs) in FY2022-23 as against 9.58% in FY2021-22. The Company's strong liquidity position
provides significant headroom for growth. The Company has a CRAR of 26.62% as on March 31,
2023 as compared to 27.84% as on March 31, 2022.
Credit Rating
Your Company believes that its credit rating and strong brand equity enables it to
borrow funds at competitive rates. The credit rating details of the Company as on March
31,2023 were as follows:
Credit Rating Agency |
Instruments |
Rating |
ICRA |
Long Term Debt Ratings (Non-convertible Debentures) |
|
|
Long Term Debt Ratings (Non-convertible Debentures - Subordinate Debt) |
ICRA A- |
|
Long Term Short Term fund- based term bank facilities programme |
|
|
Long Term fund-based term loan facilities programme |
ICRA A (CE) |
|
Short Term Ratings |
ICRA A1 |
CARE |
Long Term Debt Ratings (Non-convertible Debentures) |
CARE BBB+ |
|
Long Term Debt Ratings (Non-convertible Debentures - Subordinate Debt) |
|
Fitch Solutions |
MFI Grading |
MFI1 |
Operation's highlights are hereunder:
Particulars |
March 31, 2023 |
March 31, 2022 |
Number of branches |
1,078 |
1,029 |
Amount disbursed (INR in Lakhs) |
7,39,010.87 |
4,03,130.38 |
Number of active clients |
25,59,406 |
24,54,130 |
Total Assets under management (INR In Lakhs) |
7,92,852.54 |
6,40,933.54 |
Fund raised during FY2022-23:
(a) Resource Mobilisation:
During the year under review, your Company has continued to diversify the sources of
funds and raised a total sum of INR 6,90,777.18 Lakhs by way of equity issuances,
shortterm loans, long-term loans, issue of non-convertible debentures, external commercial
borrowings, securitization and assignments. Out of overall fund raised, INR 6,218.74 Lakhs
were raised through equity issuances and INR 6,84,558.45 Lakhs raised through borrowings,
which includes INR 28,525 Lakhs by issuance of non-convertible debentures and INR 1,99,350
Lakhs by way of term loan. The Company also raised two term loans through external
commercial borrowing (ECB) route of INR 19,767.90 Lakhs. Subordinated Debts represented
long term source of funds for the Company and the amount outstanding as on March 31, 2023
was INR 35,196.18 Lakhs.
(b) Bank Finance:
Bank Finance remains an important source of funding for your Company. Commercial Banks
continued their support to your Company. As of March 31, 2023, borrowings from banks were
INR 5,31,755.76 Lakhs as against INR 3,10,809.72 Lakhs in the previous financial year.
Please refer the Management Discussion and Analysis Report for more information.
(c) Preferential Issue
During the last financial year ended 2021-22, your Company had raised an amount of INR
2,499.99 Lakhs by way of preferential allotment and allotted 30,76,916 equity shares of
INR 10/- each to entities belonging to non-promoter group at an issue price of INR 81.25
per share and simultaneously, issued and allotted fully convertible warrants ("Warrants")
to entities belonging to promoter group and non-promoter group at an aggregate amount of
INR 19,999.99 Lakhs at an issue price of INR 81.25. Further, out of entire consideration
payable towards Warrants i.e. INR 19,999.99 Lakhs, the Company had received an amount of
INR 4,999.99 Lakhs i.e., 25% of issue price before allotment of Warrants. Balance 75%
would be infused at the time of conversion of Warrants i.e. within 18 months from the date
of allotment of Warrants i.e. January 25, 2022.
During the financial year 2022-23, the following Warrants had been converted into
equity shares, details are as follows:
i) On September 28, 2022 and March 16, 2023, your Company had allotted 41,02,564 &
20,00,000 equity shares of face value of INR 10/- each at an issue price of INR 81.25/-
each to Trishashna Holdings & Investments Private Limited, an entity belonging
Promoter & Promoter Group, respectively;
ii) On December 29, 2022, your Company had allotted 41,02,564 equity shares of face
value of INR 10/- each at an issue price of INR 81.25/- each to Florintree Ventures LLP,
an entity belonging to Non-Promoter category.
(d) Non-Convertible Debentures (NCDs)
i. Issuance of Secured and Unsecured NCDs, by way of Private Placement basis:
During the year under review, the Company has successfully raised, by way of private
placement, INR 9,000 Lakhs from issuance of 650 Secured NCDs having face value of INR
10,00,000 each & 2,500 Secured NCDs having face value of INR 1,00,000 each and INR
9,625 Lakhs from issuance of 19,250 Un-secured NCDs having face value of INR 50,000 each
and 9,900 Lakhs from issuance of 9,900 un-secured NCDs having face value of INR 1,00,000
each. The said Secured NCDs are listed on WDM segment of BSE Limited (BSE).
ii. Details of NCDs which have not been claimed by the Investors:
There are no NCDs, which have not been claimed by the Investors or not paid by the
Company after the date on which these NCDs became due for redemption.
Company's Prospects, Future Plans and Business Overview:
The Company in FY2022-23 has delivered yet another year of excellent performance, while
achieving good growth coupled with robust operational and financial controls and making
consistent progress in asset quality. The Company witnessed positive development in all
operational and financial metrics, which would continue over the coming quarters and
years. This year's performance is because of the Company's dedicated and persistent
people, who are pursuing the collective goal of development of Satin.
Business Overview
The Company witnessed an AUM growth of 24% YoY to reach INR 7,92,852.54 Lakhs as on
March 2023 exceeding its annual performance guidance. The advent of growth was visible
from the second half of the financial year 2023.
The Company observed increasing momentum in disbursement quarter on quarter to reach
INR 7,39,010.87 Lakhs for the complete year. Further, the Company enhanced its focus on
acquiring new clients during the period under review. The Company's diligent assessment
methodology led to an improvement in the asset quality with GNPA reducing from 8.0% in
March 2022 to 3.28% in March 2023.
The collection efficiency remained stable quarter on quarter for the financial year. It
has a robust balance sheet with ample liquidity of INR 1,02,900 Lakhs and a healthy CRAR
of 26.6% as on March 2023. It is leveraging its outreach in the microfinance to offer
affordable housing and retail MSME loans to clients who have completed more than 2 loan
cycles with the Company and have bigger credit requirements through its subsidiaries. Both
the subsidiaries delivered profitable growth in the reported fiscal year. The Company
during the year capitalized on emerging opportunities which led to an impressive
performance.
Prospects
Over the years, the Indian microfinance model has remained resilient and fundamentally
strong against all crises. With the RBI's new regulatory framework, MFIs have benefitted
in numerous ways such as expanding market opportunities, risk based pricing, level playing
field between different categories of lenders etc. Various technological interventions in
the financial sector have helped lower operational costs and promote financial inclusion.
The Company has successfully navigated challenges and remains focused on its growth
prospects over the near and the long-term. The Company shall continue to stay at the
forefront of capitalizing its outreach, focusing on healthy asset quality and liabilities,
which will help provide financial support to its borrowers, create a positive impact in
their lives and thus create value for its stakeholders.
Future plans
The Company's strategy for FY2023-24 is to achieve an AUM growth of 25%+ with focus on
acquisition of new clients and geographical diversity. Additionally, it also plans to
increase the share of non-MFI book to 20-25% gradually over the next few years. The
Company wishes to maintain the current levels of PAR of its new portfolio i.e. originated
Jul'21 onwards and maintain its stature against the industry standard. The Company has
made prudent investment in building new-age technologies and is constantly working towards
achieving operational efficiencies by optimizing its existing infrastructure. Going
forward, the Company expects to achieve a RoA of 3.5%+ in the coming fiscal year.
Please refer to the Management Discussion and Analysis Report for more
information on your Company's Business Overview.
Share Capital Authorised Capital
During the year under review, the Authorised Capital of your Company stood at INR
1,80,00,00,000/- consisting of 10,50,00,000 Equity Shares of INR 10/- each and 7,50,00,000
Preference Shares of INR 10/- each.
Paid-up Share Capital
a. Equity Share Capital
The Paid up Equity Share Capital of the Company on April 1, 2022 stood at INR
75,01,89,970/- divided into 7,50,18,997 fully paid Equity Shares of INR 10/- each.
During the year under review, pursuant to conversion of Warrants issued by way of
Preferential Allotment, your Company had also raised an amount of INR 6,218.74 Lakhs
towards Equity Capital and allotted 1,02,05,128 Equity Shares of INR 10/- each to entities
belonging to promoter & promoter group & non-promoter category at an issue price
of INR 81.25 per share (comprising paid up value of INR 10/- and premium of INR 71.25/-)
on September 28, 2022, December 29, 2022 and March 16, 2023, respectively.
Thus, as on March 31,2023, the Paid-up Equity Share Capital of the Company stood
increased to INR 85,22,41,250/- divided into 8,52,24,125 fully paid Equity Shares of INR
10/- each.
b. Preference Share Capital
As on March 31,2023, the Paid-up Preference Share Capital of the Company stood as Nil.
DIVIDEND
In order to grow the business line of the Company and enhance the rate of return on
investment of the Shareholders, it is necessary to conserve the resources. Your Directors
are of the opinion of retaining the profits for the year within the Company, and thus,
have not recommended any dividend on equity shares for the year ended March 31,2023.
The Board of Directors adopted a Dividend Distribution Policy which sets out the
parameters in determining the payment / distribution of dividend. The details of Dividend
Distribution Policy is placed on the Company's website at https://
satincreditcare.com/wp-content/uploads/2021/08/Dividend- Distribution-Policy.pdf
AMOUNT TRANSFERRED TO RESERVES
An amount of INR 5,286.58 Lakhs, being 20% of the profit after tax (PAT) was
transferred to statutory reserve of the Company pursuant to Section 45IC of the Reserve
Bank of India Act, 1934. Further, the closing balance of the retained earnings of the
Company for FY2022-23, after all appropriation and adjustments was INR 48,663.24 Lakhs.
DEPOSITS
The Company has not accepted/received any deposit during the year under report falling
within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
Your Company is registered with the Reserve Bank of India (RBI), as a Non-Deposit
taking Non-Banking Financial Company - Micro Finance Institution (NBFC-MFI) under Section
45-IA of the RBI Act, 1934. Your Directors hereby report that the Company has not accepted
any public deposits during the year under review and it continues to be a non-deposit
taking non-banking financial company in conformity with the guidelines of the RBI. As
such, no amount of principal and interest was outstanding during the year.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, in terms of the provisions of Section 186(1) of the
Companies Act, 2013 ("Act"), the Company did not make any investments
through more than two layers of investment companies.
Since, the Company is Non-Banking Financial Company, the disclosures regarding
particulars of the loans given, guarantees given and security provided is exempt under the
provisions of Section 186(11) of the Act, read with rules made thereunder, as amended.
Further, the details of investments made by the Company are given in the Notes to the
Financial Statements.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The policies and procedures adopted by your Company take into account the design,
implementation and maintenance of adequate internal financial controls, keeping in view
the size and nature of the business. The internal financial controls ensure the orderly
and efficient conduct of its business. The controls encompass safeguarding of your
Company's assets, strict adherence to policies, and prevention and detection of frauds and
errors against any unauthorised use or disposition of assets and misappropriation of
funds. These controls help to keep a check on the accuracy and completeness of the
accounting records and timely preparation of reliable financial disclosures. The Audit
Committee ensures that all procedures are properly authorised, documented, described and
monitored. Your Company has in place technologically advanced infrastructure with
computerisation in all its operations, including accounts and MIS.
Your Company has in place strong internal audit processes and systems and designs
annual risk based audit plan to ensure optimum portfolio quality and keep risks at bay.
There is a risk based audit methodology for branch audits and centralised support
functions audits which are planned based on various risk based parameters. There is a
full-fledged in-house Internal Audit department. The branch audits, regional office audit,
social audit takes place generally on a quarterly basis while centralised support function
audits takes place as per periodicity defined in the audit plan.
The Audit Committee of the Board of Directors, comprising of Non-Executive Directors,
periodically reviews the internal audit reports, covering findings, adequacy of internal
controls, and ensure compliances. The Audit Committee also meets the Company's Statutory
Auditors to ascertain their views on the financial statements, including the financial
reporting system, compliance to accounting policies and procedures, adequacy and
effectiveness of the internal controls and systems followed by the Company. Information
System Security controls enable the Company to keep a check on technology-related risks
and also improve business efficiency and distribution capabilities. Your Company is
committed to invest in IT systems, including back-up systems, to improve the operational
efficiency, customer service and decision-making process.
High standards of your Company's internal control systems is adequately reflected in it
receiving ISO 27001:2013 Certification post qualifying two stages of audit by third party
certification body - Documentation audit and Control Testing audit. There is also an
annual Surveillance Audit conducted by third party ISO Auditors to retain the
certification. This indicates your Company has an integrated and robust Information
Security Management System (ISMS) in its business processes & exemplifies that
information security and client confidentiality are part of the cornerstones of your
Company's strategic objectives. This approach also ensures that employees supported by IT
systems and processes throughout the organization maintain a high standard of security.
Your Company has been using "Centralized Shared Services Center" to be more
vigilant in authentic on-boarding of customers. Centralized Shared Services (CSS), an
outsourced Process unit helps in verification of Loan Application and KYC documents by
verifying the authenticity of the clients being disbursed. This has helped in filtering
adverse customer selection & sanctioning.
MATERIAL EVENT RECORDED SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS
There are no further material change and commitment affecting the financial position of
the Company, which has occurred between the end of the financial year of the Company i.e.
March 31, 2023 and the date of the Directors' Report.
DETAILS OF SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES, AS REQUIRED UNDER RULE 8
OF THE COMPANIES (ACCOUNTS) RULES, 2014
SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES
The Company has following 2 (Two) Wholly owned subsidiaries as on March 31, 2023. There
are no associate or joint venture companies within the meaning of Section 2(6) of the
Companies Act, 2013 ("Act"). There has been no material change in the nature of
the business of the subsidiaries -
1. Satin Housing Finance Limited ("SHFL") - SHFL was incorporated on
April 17, 2017, as a Wholly-Owned Subsidiary of the Company. It is registered with
National Housing Bank and holds the Certificate of Registration (COR) as Housing Finance
Company (not holding/accepting of Public deposits) dated on November 14, 2017 to carry on
activities of housing finance business under Section 29A of the National Housing Bank Act,
1987. SHFL is engaged in providing long-term finance for purchase, construction, extension
and repair of houses for the retail segment along with loans against residential property,
commercial property and plots. During the year under review, SHFL has infused INR 1,340
Lakhs by way of equity share capital due to which the paid up capital stood at INR 11,340
Lakhs as on March 31,2023.
2. Satin Finserv Limited ("SFL")*- SFL was incorporated on August 10,
2018 as Wholly Owned Subsidiary of the Company. It is RBI registered Non-Deposit taking
Systemically Important Non-Banking Finance Company. SFL is engaged in providing business
loans to Micro, Small and Medium scale Enterprises and to individuals and acting as
Business Correspondent on behalf of various banks and financial institutions. Further, SFL
is also engaged in providing corporate loans. As on March 31, 2023, it's paid up capital
stood at INR 14,051.48 Lakhs.
*The Board of Directors of Taraashna Financial Services Limited ("TFSL")
and Satin Finserv Limited ("SFL"), in their respective meetings held on August
03, 2021, have considered and approved the Scheme of Arrangement for Amalgamation of TFSL
("Transferor Company") with SFL ("Transferee Company") and their
respective shareholders and creditors (Scheme') under Sections 230 to 232 of the
Companies Act, 2013 ("Act") and other applicable provisions of the Act and
rules made thereunder. Consequently, the first motion application was filed
before Hon'ble NCLT, Chandigarh Bench after obtaining requisite NOCs from shareholders
and creditors of TFSL and SFL. The said first motion application was reserved and
allowed by the said Hon'ble NCLT on hearing dated April 6, 2022. The said order was
pronounced on hearing date May 17, 2022 by Hon'ble NCLT. Both the Companies had filed
joint second motion application with Hon'ble NCLT on May 25, 2022. The said joint second
motion application was admitted by Hon'ble NCLT in its hearing dated July 08, 2022 and
issued necessary directions of serving notices and newspapers advertisements. Both the
Companies have served the notices to government authorities and completed publication in
requisite newspapers as per order. The Hon'ble NCLT vide its order dated January 31, 2023
has approved the scheme of amalgamation and the necessary form has been filed to the
Registrar of Companies on March 1, 2023 which is considered as effective date.
Business Highlights of Satin Housing Finance Limited
Satin Housing Finance Limited's ("SHFL") net worth stood at INR 13,773.38
Lakhs as at March 31, 2023. As on that date, regulatory Capital to Risk Assets Ratio
(CRAR) was 46.40%. Further, during the year, National Housing Board sanctioned INR 3,000
Lakhs under refinance facility to SHFL. SHFL's total income during the year ended March
31, 2023 is INR 6,187.21 Lakhs as compared to previous year ended March 31, 2022 is INR
3,804.37 Lakhs and earned net profit after tax during the year ended March 31,2023 of INR
592.36 Lakhs as compared to profit during previous year ended March 31,2022 of INR 303.76
Lakhs. SHFL have been profitable in last three successive years.
The Management of your Company is highly optimistic for bright future of SHFL in the
years to come.
Business Highlights of Satin Finserv Limited
Satin Finserv Limited's ("SFL") net worth stood at INR 13,767.52 Lakhs as on
March 31, 2023. This is SFL's fourth full year of operations and they have been profitable
in all the four years. PBT for Financial Year 2022-23 stands at INR 821.40 Lakhs. Capital
to Risk Asset ratio is 46.63% which is well above the regulatory requirement of 15.00%.
During the fourth year of operations, SFL has shown decent growth in terms of Sanctions
& Disbursements of Loans with retail disbursements having grown by 82% from March 2022
in SME Business. During the year under review, SFL has disbursed Loans of INR 12,742.21
Lakhs in SME Business and INR 25,369.11 Lakhs in BC Business and thereby, achieved AUM of
INR 22,557.32 Lakhs (on book) and INR 45,602.48 Lakhs (Off book). SFL reported total
income during the year ended March 31, 2023 is INR 10,650.69 Lakhs.
Management of your Company can see a positive outlook of SFL in the years to come.
Consolidated Financial Statements
In accordance with Section 129(3) of the Companies Act, 2013 and Regulation 34(2) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Consolidated
Financial Statements of the Company including the financial details of all the subsidiary
companies, forms part of the Annual Report. The Consolidated Financial Statements have
been prepared in accordance with the provisions of Indian Accounting Standards issued by
the Institute of Chartered Accountants of India & Schedule III of the Companies Act,
2013.
Further, a statement containing salient features of the financial statements of the
Company's subsidiaries in Form AOC-1 also form part of the Annual Report. Further, the
Company has neither any Associates nor any Joint Ventures as on March 31,2023.
The financial statements of the subsidiary companies are also available on the
Company's website https://satincreditcare. com/our-subsidiaries/
NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES
OR ASSOCIATE COMPANIES
During the period under review, Taraashna Financial Services Limited ("TFSL")
vide Hon'ble NCLT order dated January 31, 2023 had merged with Satin Finserv Limited
("SFL"). The said merger was effective from the date of filing of e-form INC-28
with Registrar of Companies i.e. March 1, 2023.
Apart from the above, no company has become or ceased to be subsidiary, joint venture
or associate of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
A. DIRECTORS
As on March 31,2023, the Board of Directors of your Company consist of 7 (Seven)
Directors. Their details are as follows:
SI. No. |
Name of Directors |
Category |
1 |
Mr. Harvinder Pal Singh |
Executive Promoter Director |
2 |
Mr. Satvinder Singh |
Non-Executive, Non-Independent, Promoter Director |
3 |
Mrs. Sangeeta Khorana |
Non-Executive Woman Independent Director |
4 |
Mr. Sundeep Kumar Mehta |
Non-Executive Independent Director |
5 |
Mr. Goh Colin |
Non-Executive Independent Director |
6 |
Mr. Sanjay Kumar Bhatia |
Non-Executive Independent Director |
7 |
Mr. Anil Kumar Kalra |
Non-Executive Independent Director |
During the year under review, the Non-Executive Directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees and
reimbursement of expenses, if any.
The Board was duly constituted in compliance with Regulation 17 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended
March 31,2023 and the change in the Board during the financial year upto the date of
report is as follows:
Resignation/Cessation Mr. Christian Bernhard Ramm
Mr. Christian Bernhard Ramm (DIN: 08096655), Nominee Director of NMI on the Board of
the Company, had resigned w.e.f March 1, 2023. The Board place on record its appreciation
for the valuable contribution of Mr. Christian Bernhard Ramm in the sustained growth of
the Company during his tenure.
B. RETIREMENT BY ROTATION
Mr. Satvinder Singh
In accordance with the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Satvinder Singh, Director of the Company is
liable to retire by rotation for this year and being eligible, offer himself for
re-appointment as Director. Brief resume and other details of Mr. Satvinder Singh who is
proposed to be re-appointed as a Director of the Company have been furnished, with the
explanatory statement to the notice of the ensuing Annual General Meeting.
C. KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Vikas Gupta appointed as Company Secretary &
Compliance Officer and Whole Time Key Managerial Personnel of the Company w.e.f. October
8, 2022 in place of Mr. Vipul Sharma who had resigned w.e.f. September 9, 2022 (close of
business hours).
As on March 31, 2023, Mr. Harvinder Pal Singh, Chairman cum Managing Director, Mr.
Jugal Kataria, Group Controller,
Mr. Rakesh Sachdeva, Chief Financial Officer and Mr. Vikas Gupta, Company Secretary
& Compliance Officer are the Key Managerial Personnel of your Company in accordance
with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The present term of Mr. Harvinder Pal Singh as Chairman cum Managing Director of the
Company shall expire on September 30, 2025.
MEETINGS OF THE BOARD
During the period under review, 7 (Seven) Board Meetings were held, the details of the
same have been included in the Corporate Governance Report, which forms part of the Annual
Report.
PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS
Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation
17(10) read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), the Nomination
and Remuneration Committee and the Board of Directors have formulated a policy for
performance evaluation (same is covered under the Nomination and Remuneration Policy of
the Company) of its own performance, of various mandatory Committees of the Board and of
the individual Directors.
Further, SEBI vide its circular (Ref. no. SEBI/HO/CFD/CMD/ CIR/P/2017/004) dated
January 5, 2017 issued a guidance note on Board Evaluation for listed companies. In view
of the same and in terms of Board approved Nomination & Remuneration Policy of the
Company, the Independent Directors in their separate meeting held on March 27, 2023 under
Regulation 25(4) of the Listing Regulations and Schedule IV of the Companies Act, 2013
had:
(i) reviewed the performance of Non-Independent Directors and the Board of Directors as
a whole;
(ii) reviewed the performance of the Chairperson of the Company, taking into account
the views of executive and non-executive Directors; and
(iii) assessed the quality, quantity and timelines of flow of information between the
Company management and the Board of Directors that was necessary for the Board of
Directors to effectively and reasonably perform their duties.
Further, in terms of the provisions of Regulation 19(4) read with Part D of Schedule II
of the Listing Regulations and Section 178 of the Companies Act, 2013, the performance
evaluation process of all the Independent and Non-Independent Directors of the Company was
carried out by the Nomination and Remuneration Committee in its meeting held on March 27,
2023.
Further, in terms of Regulation 17(10) of the Listing Regulations and Schedule IV of
the Companies Act, 2013, the Board of Directors also in their meeting held on March 27,
2023 carried out the performance evaluation of its own performance and that of its
Committees and of the individual Directors.
The entire performance evaluation process was completed to the satisfaction of Board.
STATEMENT ON DECLARATION "CERTIFICATE OF INDEPENDENCE" U/S 149(6) FROM
INDEPENDENT DIRECTORS
The Board has Independent Directors and there is an appropriate balance of skills,
experience and knowledge in the Board to enable it to discharge its functions and duties
effectively. The Independent Directors have submitted disclosure that they meet the
criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and that such systems are adequate and operating effectively.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the
Company, to the best of its knowledge and ability, hereby confirm that:
1. in the preparation of the annual accounts for the financial year ended March 31,
2023, the applicable accounting standards had been followed along with proper explanation
relating to material departures;
2. they have 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 as on March 31, 2023 and of the profit and loss of
the Company for the year ended on that date;
3. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
4. they have prepared the annual accounts for financial year ended March 31,2023 on a
going concern basis;
5. they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and were operating effectively during
the financial year ended March 31,2023; and
6. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively during the
financial year ended March 31, 2023.
INFORMATION ON MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL
During the period under review, there were no significant and material orders passed by
the regulators or courts or tribunals impacting the going concern status of the Company
and its operations in future.
RELATED PARTY TRANSACTIONS
The Policy on materiality of Related Party Transactions and dealing with Related Party
Transactions ("RPT Policy") provides for identification, necessary
approvals by the Audit Committee / Board, reporting and disclosure requirements in
compliance with the requirements of the Companies Act, 2013 ("Act") and
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
All transactions entered by the Company during the financial year with related parties
were on arms' length basis and in the ordinary course of business or in absence of any
criteria, approval was obtained as per the applicable provisions and RPT Policy of the
Company. All such RPTs were placed before the Audit Committee / Board for approval,
wherever applicable. The Audit Committee reviews all RPTs periodically.
During the year under review, your Company has not entered into any
contracts/arrangement/transaction with related parties which could be considered material
in accordance with Regulation 23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended and the RPT Policy of the Company. The policy
for materiality of RPTs and dealing with RPTs as approved by the Board may be accessed on
the website of the Company and the web-link of the same is https://satincreditcare.
com/wp-content/uploads/2022/03/Policv-on-Materialitv-of-RPT- and-Dealing-with-RPT.pdf
All RPTs entered into during the Financial Year 2022-23 were in the ordinary course of
business and on arms' length basis. No material RPTs were entered into during the
Financial Year 202223 by the Company as defined in the RPT Policy. Accordingly, the
disclosure of RPTs as required under Section 134(3)(h) of the Act in Form AOC-2 is not
applicable. Further, details of Related Party Transactions as required to be disclosed as
per Indian Accounting Standard - 24 "Related Party Disclosures" specified under
Section 133 of the Act, are given in the Notes to the Financial Statements.
Furtherance to this, the remuneration paid to Mr. Harvinder Pal Singh, Chairman cum
Managing Director and sitting fee paid to Non-Executive Directors (other than Investor's
nominee) for each Board/Committee meeting(s) attended are shown under Related party
disclosures segment under "Notes to the accounts" of Financial Statements in
terms of Indian Accounting Standard - 24 issued by The Institute of Chartered Accountants
of India.
AUDITORS & THEIR REPORTS
Statutory Auditors & their Report:
M/s S S Kothari Mehta & Company, Chartered Accountants, New Delhi, Firm
Registration No. 000756N, had been appointed as the Statutory Auditors of the Company at
the Thirty First Annual General Meeting ("AGM") of the Company held on
August 11, 2021, on the recommendation of Audit Committee and Board of Director's in
conformity with the provisions of Sections 139 and 141 of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014 (includes amendments thereto) and in
accordance with the guidelines issued by RBI for appointment of Statutory Central Auditors
(SCAs)/ Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs
(including HFCs) vide its circular no. RBI/2021- 22/25 Ref. No
DoS.CO.ARG/SEC.01/08.91.001/2021-22 dated April 27, 2021 read with the Company's policy on
Appointment of Statutory Auditors for a period of 3 (Three) years from the conclusion of
the AGM (for FY2020-21) till the conclusion of the thirty fourth AGM (for FY2023-24)
subject to the applicable provisions from time to time.
The Statutory Auditors have confirmed that they are not disqualified from continuing as
the Statutory Auditors of the Company for the Financial Year 2023-24.
The Auditors' Report for the Financial Year 2022-23 does not contain any qualification,
reservation, adverse remark or disclaimer. Further, there were no instances of any fraud
reported by the Statutory Auditor to the Board pursuant to Section 143(12) of the
Companies Act, 2013.
The Board has placed on record its sincere appreciation for the services rendered by
M/s S S Kothari Mehta & Company, Chartered Accountants, as Statutory Auditors of the
Company.
Secretarial Auditors & their Report:
In terms of Section 204 of the Companies Act, 2013 and Rules framed thereunder and
based on the recommendation of Audit Committee, the Board of Directors of the Company has
appointed M/s S. Behera & Co., Company Secretaries (ICSI PCS Registration No. 5980) as
the Secretarial Auditors of the Company for the Financial Year 2022-23 in its meeting
dated May 4, 2022. The Company provided all the assistance and the facilities to the
Secretarial Auditors for conducting the Secretarial Audit. Secretarial Audit Report as
provided by M/s S. Behera & Co., Company Secretaries is also annexed to this Report,
in the prescribed Form MR-3, as Annexure-I. The Secretarial Audit Report does not
contain any material qualification, reservation, adverse remark or disclaimer.
The Board has placed on record its sincere appreciation for the services rendered by
M/s S. Behera & Co., Company Secretaries, as Secretarial Auditors of the Company.
Cost records and Cost audit:
Maintenance of cost records and requirement of Cost Audit as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013, is not
applicable for the business activities carried out by the Company.
REPORTING OF FRAUDS BY AUDITORS
During the period under review, neither the Statutory Auditors nor the Secretarial
Auditors have reported to the Audit Committee/ Board or Central Government any instances
of material fraud in the Company by its officers or employees under Section 143(12) of the
Companies Act, 2013.
However, there have been few instances of misappropriation and criminal breach of Trust
including embezzlement of cash by the employees amounting to INR 125.85 Lakhs. In such
cases, the action taken by the Company is, to terminate the services of such employees and
also initiate legal action against such employees. In this course, the Company has
recovered INR 5.09 Lakhs from some of those employees.
AUDIT COMMITTEE
The Company has an Audit Committee duly constituted in accordance with the provisions
of Section 177 of the Companies Act, 2013, RBI Guidelines and Regulation 18 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. All the
members of the Committee have expertise in finance and have knowledge of accounting and
financial management. The scope of the activities of the Audit Committee, as set out in
Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and read with Section 177 of the Companies Act, 2013 and other applicable laws, are
approved by Board of Directors of the Company. The composition of the Audit Committee
& its terms of reference and the details of meetings attended by the Audit Committee
members are provided in Corporate Governance Report which forms part of the Annual Report.
During the year under review, all the recommendations of the Audit Committee were
accepted by the Board of Directors of the Company.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Your Company has a vision to drive holistic empowerment' of the community and
carries CSR initiatives through partnering with a trust/foundation, qualified to undertake
CSR activities in accordance with Schedule VII of the Companies Act, 2013 (includes
amendments thereto). Sustainability and social responsibility are an integral element of
corporate strategy of the Company. In compliance with Section 135 of the Companies Act,
2013 read with Rules made thereunder and as amended from time to time, the Company has
established the Corporate Social Responsibility Committee ("CSR Committee")
and the composition, function and details of meetings attended by the Committee Members
are provided in the Corporate Governance Report which forms part of the Annual Report.
The unspent amount of previous year i.e. INR 181.21 Lakhs were spent successfully on
the ongoing project during the Financial Year under review. During the Financial Year
2022-23, your Company has made a contribution of INR 173.45 Lakhs to S. Amar Singh
Educational Charitable Trust to promote education by providing scholarships to less
privileged students in GNA University, Punjab and contributed an amount of INR 2 Lakhs to
Shafiq Ahmad Ansari Memorial Trust towards the construction of a primary school/coaching
centre in the village of Harswara, Uttar Pradesh, India, to provide primary education and
guidance for further education to the poor and marginalized children of the region, which
had very low literacy rates, especially among females.
Key initiatives under each thematic area and the Annual Report on CSR under Section 135
of the Companies Act, 2013 read with Rules made thereunder, is annexed as Annexure-II to
this Report and the same is available on the website of the Company i.e.
www.satincreditcare.com.
As per amended CSR Rules and CSR Policy of the Company, the funds required to be
disbursed have been utilised for the purposes and in the manner as approved by the Board
of the Company and confirmation to this effect have been received from Mr. Rakesh
Sachdeva, Chief Financial Officer and Ms. Aditi Singh, CSR Nodal Officer of the Company
and such confirmations have been duly noted by the Board in its meeting held on April 29,
2023.
The Composition of CSR Committee and Board adopted CSR Policy as formulated and
recommended by the CSR Committee are available at
https://satincreditcare.com/board-of-directors/ &
https://satincreditcare.com/wp-content/uploads/2021/03/
CSR-Policy-Version-3-01.03.2021.pdf. respectively.
EMPLOYEES STOCK OPTION PLAN
The ESOP Scheme of the Company is in compliance with the SEBI (Share Based Employee
Benefits & Sweat Equity) Regulations, 2021, as amended from time to time (the SBEB
Regulations').
Disclosures pertaining to the ESOP scheme pursuant to the SBEB Regulations are placed
on the Company's website https://satincreditcare.com/. Grant wise details of options
vested, exercised and cancelled are provided in the notes to the standalone financial
statements.
The Company has not provided any financial assistance to its employees for purchase or
subscription of shares in the Company or in its holding company.
The Company has not issued any sweat equity shares or equity shares with differential
rights during the year.
POLICIES
Vigil Mechanism/Whistle Blower Policy:
Your Company in accordance with the provisions of Section 177(9) of Companies Act, 2013
read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and
Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
has established a vigil mechanism through
Whistle Blower Policy to deal with instances of unethical behaviour, actual or
suspected fraud or violation of Company's code of conduct or ethics policy and details of
the same are explained in the Corporate Governance Report. The Policy provides adequate
safeguard against victimization to the Whistle Blower and enables them to raise concerns
and also provides an option of direct access to the Chairman of Audit Committee. During
the period under review, none of the personnel have been denied access to the Chairman of
the Audit Committee.
During the period under review, 1 (One) complaint was received and it was duly
disposed-off.
The Whistle Blower Policy is also available at https://
satincreditcare.com/wp-content/uploads/2019/05/Whistle- blower-Policy.pdf.
Policy on Nomination & Remuneration for Directors, Key Managerial Personnel (KMP)
& Senior Management and Other Employees:
In pursuance of the Company's policy to consider human resources as its invaluable
assets, to pay equitable remuneration to all Directors, Key Managerial Personnel (KMP),
Senior Management and other employees of the Company, to have diversified Board, to
harmonize the aspirations of human resources consistent with the goals of the Company and
in terms of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time
and Rules/Regulations/Guidelines/Notifications issued by RBI and SEBI from time to time.
Your Company has in place Nomination and Remuneration Policy which is also available at https://satincreditcare.com/wp-content/uploads/2023/05/9.-
Nomination-and-Remuneration-Policy.pdf
Further, the Company familiarises its Independent Directors about their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, legal updates and other relevant information relating to
the Company. In this regard, the Company follows a structured familiarisation programme
for the Independent Directors. The details of such familiarization programmes is disclosed
on the Company's website and the web-link of the same is
https://satincreditcare.com/wp-content/uploads/2021/06/
Details-of-Familiarization-Programme.pdf.
Risk Management:
The Board of Directors of the Company has formed a Risk Management Committee to frame,
implement and monitor the risk management plan for the Company. The Committee is
responsible for monitoring and reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee has additional oversight in the area of financial risks
and controls. The major risks identified by the businesses and functions are
systematically addressed through mitigating actions on a continuing basis. The development
and implementation of risk management policy has been covered in the Management Discussion
and Analysis, which forms part of this report.
Sexual harassment policy for women under The Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013:
Your Company has in place a formal policy for prevention of sexual harassment of its
employees at workplace. The Company is in compliance with the Sexual Harassment of Women
at workplace (Prevention, Prohibition and Redressal) Act, 2013 to prohibit, prevent or
deter any acts of sexual harassment at workplace and to provide the procedure for the
redressal of complaints pertaining to sexual harassment, thereby providing a safe and
healthy work environment.
Further, during the calendar year 2022-23, the Company did not receive any complaint on
sexual harassment.
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee (ICC) under the Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013. The ICC has been set up to redress complaints
received, if any, regarding sexual harassment.
PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section
197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are annexed as Annexure-III.
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 read
with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, a statement showing the name and other particulars of
the employees drawing remuneration in excess of the limits set out in the said Rules which
forms part of this report, will be made available to any member on request, as per
provisions of section 136 of the Act.
In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being
sent to the Members of the Company excluding information on employees' particulars which
is available for inspection by the Members at the Registered Office of the Company during
the business hours on working days of the Company up to the date of the ensuing Annual
General Meeting. If any Member is interested in obtaining such information, he/she may
write to the Company Secretary at the Corporate Office of the Company.
LISTING WITH STOCK EXCHANGES
The equity shares (ISIN INE836B01017) of the Company are listed on BSE Limited (BSE)
and National Stock Exchange of India Limited (NSE). The listing fees payable to both the
exchanges for the Financial Year 2023-24 have been paid. The NCDs issued on Private
Placement basis are listed on WDM segment of BSE.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the
Annual Return as on March 31,2023 is available on the Company's website on
https://satincreditcare. com.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the period under review, there was no change in the nature of business of the
Company.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to amendment in SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, top 1000 listed entities based on market capitalization are required to
submit a Business Responsibility and Sustainability Report ("BRSR") with effect
from financial year 2023.
A detailed BRSR in the format prescribed by SEBI describing various initiatives,
actions and process of the Company towards ESG endeavor has been hosted on Company's
website and can be accessed at https://satincreditcare.com/investor-relations-
satin-creditcare/annual-report/.
PARTICULARS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information pertaining to conservation of energy, technology absorption, foreign
exchange earnings and outgo as required under clause (m) of sub-section (3) of Section 134
of the Companies Act, 2013 read with sub-rule (3) of Rule 8 of the Companies (Accounts)
Rules, 2014 is annexed herewith as Annexure-IV and forms part of this Report.
DISCLOSURES UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
Your Company has neither filed any application nor any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the reporting year, hence no disclosure is
required under this section.
Further, there are no details required to be reported with regard to difference between
amount of the valuation done at the time of one-time settlement and the valuation done
while taking loan from the Banks or Financial Institutions as your Company has not done
any settlement with any Bank or Financial Institutions since its inception.
ACKNOWLEDGEMENTS
Your Directors would like to place on record their gratitude for the cooperation
received from lenders, our valued customers, regulatory bodies, shareholders and other
stakeholders. The Board, in specific, wishes to place on record its sincere appreciation
of the contribution made by all the employees towards growth of the Company.
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For and on behalf of the Board of Directors |
|
Sd/- |
|
Harvinder Pal Singh |
Place: Gurugram: |
Chairman cum Managing Director |
Date: July 10, 2023 |
DIN:00333754 |
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