BOARD'S REPORT
To
The Members
CreditAccess Grameen Limited
The Directors have pleasure in presentingthe 32nd Board's
Report of CreditAccess Grameen Limited ("Company"/ "CA Grameen")
together with the Audited Financial Statements, both on a Consolidated and Standalone
basis, forthe Financial Year ended March 31, 2023. Unless otherwise specifically
mentioned, all the numbers provided herein are standalone figures.
1. PRESENTATION OF FINANCIAL STATEMENTS
The financial statements of the Company forthe year ended March 31,
2023 have been prepared in accordance with Indian Accounting Standards ("Ind
AS") prescribed under section 133 of the Companies Act, 2013 (the "Act"),
read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Schedule
III to the Act, as amended from time to time and applicable guidelines issued by SEBI.
The audited consolidated financial statements have been prepared in
compliance with the Act, Ind AS 110 Consolidated financial statements and the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (the'Listing Regulations').
Financial Results ( Rs. in Million)
|
Consolidated |
Standalone |
Particulars |
FY2023 |
FY2022 |
FY2023 |
FY2022 |
Total income |
35,507.90 |
27,501.27 |
35,507.55 |
27,500.56 |
Finance cost |
12,128.84 |
9,841.40 |
12,128.84 |
9,841.40 |
Net income |
23,379.06 |
17,659.87 |
23,378.71 |
17,659.16 |
Total operating expenses |
8,314.62 |
6884.56 |
8314.62 |
6,883.79 |
Pre-provisioning operating
profit |
15,064.44 |
10,775.31 |
15,064.09 |
10,775.37 |
Impairment on financial
instruments |
4,010.21 |
5,967.42 |
4,010.21 |
5,967.42 |
Profit before tax |
11,054.23 |
4,807.89 |
11,053.88 |
4,807.95 |
Profit after tax |
8,260.60 |
3,530.75 |
8,260.26 |
3,530.80 |
Other comprehensive income |
84.11 |
-853.60 |
84.11 |
-853.60 |
Total comprehensive income |
8,344.71 |
2,677.15 |
8,344.37 |
2,677.20 |
Basic Earnings Per Share (EPS)
(in rupees) |
52.04 |
22.29 |
52.04 |
22.29 |
Diluted Earnings Per Share
(DPS) (in rupees) |
51.82 |
22.20 |
51.81 |
22.20 |
Note: Due to rounding off, numbers presented above may not add up
precisely to the totals provided.
SUBSIDIARY'S FINANCIALS:
Credit Access India Foundation ("CAIF") was incorporated on
May 29, 2021, as a wholly owned subsidiary of the Company. CAIF is a 'Not-For-Profit'
Company registered under Section 8 of the Act, incorporated to carry out CSR activities on
behalf of the Company. As required under Section 129 of the Act read with Rule 5 of
Companies (Accounts) Rules, 2014, a statement containing salient features of financial
statements of CAIF is attached to this report as Annexure I.
The Company does not have any Associate or Joint Venture Company.
2. KEY MILESTONES
A. Maiden Public Issue of Non-Convertible Debentures (NCDs) of Rs.
5,000 Million
During the year under review, the Company successfully raised, by way
of Public Issue, Rs. 5,000 Million of Secured NCDs having a face value of Rs.1,000 each,
which were allotted on November 23, 2022. These NCDs are listed on BSE Limited (BSE) and
National Stock Exchange of India Limited (NSE).
The NCD Tranche I Issue had a base issue size of Rs.2,500 Million with
an option to retain over subscription up to Rs.2,500 Million aggregating up to Rs.5,000
Million, which was within the shelf limit of Rs.15,000 Million. The Tranche I Issue
received a subscription of Rs.7,580 Million, i. e. 3.03x of the base Issue size.
The proceeds of the Issue have been fully utilized for the purpose for
which it was raised.
B. Amalgamation of Madura Micro Finance Limited with the Company
During the year under review, a Scheme of Amalgamation ("the
Scheme") between Madura Micro Finance Limited ("MMFL") erstwhile Material
Subsidiary, CreditAccess Grameen Limited ("CA Grameen") and their respective
shareholders & creditors, inter-alia, for amalgamation of MMFL with CA Grameen was
approved by the shareholders of both the Companies at their respective meetings held
pursuant to the Orders passed by Hon'ble National Company Law Tribunal ("NCLT"),
Chennai Bench and Bengaluru Bench. Final Order approving the Scheme was passed by Hon'ble
NCLT, Chennai Bench and Bengaluru Bench on October 12, 2022 and February 7, 2023
respectively. The said Scheme came into effect from February 15, 2023 ("Effective
Date"). By virtue of the same, all the undertakings of MMFL have been transferred and
vested in the Company on a going concern basis without any further act, instrument or
deed.
3. DIVIDEND
The Board of Directors aims to grow the business lines of the Company
and enhance the rate of return on investments of the shareholders. With a view to finance
the long-term growth plans of the Company, which requires substantial resources, the Board
of Directors do not recommend any dividend for the year under review.
In line with Regulation 43Aof the Listing Regulations, the Company has
formulated a Dividend Distribution Policy which sets out the parameters in determining the
payment / distribution of dividend. The said Policy is available on the Company's website
at https://www.creditaccessgrameen.in/wp-content/uploads/2022/05/CreditAccess- Gtameen
Dividend-DistributiQn-PQlicy.pdf.
4. AMOUNT PROPOSED TO BE CARRIED FORWARD TO RESERVES
The Company has transferred Rs.8,256.14 Million to reserves out of the
net profit for FY23 and ^18,551.25 Million is the accumulated balance in Retained Earnings
Account (Profit and Loss account and comprehensive income) as at March 31, 2023.
5. SHARE CAPITAL
During the year under review, the Company had allotted 3,64,746 shares
to the employees who exercised their stock options granted under CAGL Employees Stock
Option Plan- 2011. In addition, the Company has allotted 26,75,351 equity shares (which
were pending for listing as on March 31, 2023) to 42 eligible equity shareholders of MMFL,
erstwhile Subsidiary, in accordance with the agreed Share Exchange Ratio under the Scheme
of Amalgamation.
The paid-up Equity Share Capital of the Company as at March 31, 2023
stood at ^1,589 Million. Except as mentioned below, none of the Directors of the Company
held any instruments convertible into equity shares of the Company:
As on March 31, 2023, 4,39,900 stock Options were held by Mr. Udaya
Kumar Hebbar, MD & CEO, which are convertible into equity shares upon exercise of the
same.
6. DIRECTORS
As on the date of this report, the Board of Directors comprised of
Eight (8) Directors, out of which four are Independent Directors, including two Women
Independent Directors.
The composition of the Board is in line with the requirements of the
Act, and the Listing Regulations and the applicable RBI Regulations. The Directors possess
vast knowledge .necessary experience, skills and ability in various functional areas
relevantto the Company's business, which has aided / continues to aid in strengthening the
policy decisions of the Company.
The details of the Board, its Committees, areas of expertise of
Directors and other details are available in the Report on Corporate Governance, which
forms part of this Integrated Annual Report.
The terms and conditions of appointment of Independent directors are
available on the website of the Company at
https://www.creditaccessgrameen.in/wp-content/uploads/2022/07/CreditAccess-Granneen
Terms-of-Appointment-of-Independent-Directors Policy.pdL
i. Changes in Directors and Key Managerial Personnel (KMP) during FY23
The following were the changes in the Board of Directors during the
year under review:
Name |
Date of Appointment/
Resignation/ Re-designation |
Nature of change |
Mr. Paolo Brichetti |
October 21,2022 |
Appointed as Vice-Chairman
& Non-Executive Director of the Company |
Ms. Rekha Warriar |
October 21,2022 |
Appointed as an Independent
Director for a term of five years |
Ms. Sucharita Mukherjee |
September 10, 2022 |
Retired as an Independent
Director of the Company after completing first term of 5 years |
In the opinion of the Board, Ms. Rekha Warriar, who was appointed as an
Independent Director during the year under review, possesses requisite integrity,
expertise, experience and proficiency which are relevant to the Company.
As on the date of this report, Mr. Udaya Kumar Hebbar, Managing
Director & CEO, Mr. Ganesh Narayanan, Deputy CEO & Chief Business Officer, Mr. S.
Balakrishna Kamath, Chief Financial Officer and Mr. M.J. Mahadev Prakash, Company
Secretary & Chief Compliance Officer, are the KMPs of the Company.
ii. Directors retiring by Rotation
Mr. Massimo Vita, Nominee Director shall retire by rotation and being
eligible, offers himself for reappointment as per the provisions of the Act, at the
ensuing Annual General Meeting of the Company.
iii. Declaration from Independent Director(s)
The Board has received declarations from the Independent Directors as
required under Section 149(7) of the Act and Regulation 16(1 )(b) of Listing Regulations
and the Board is satisfied that the Independent Directors meet the criteria of
independence as mentioned therein.
iv. Policy on Board Diversity
The Company recognizes and embraces the importance of diverse Board in
its success and has put in place a Policy on Board diversity. The said Policy as approved
by the Board is available on the Company's website
https://www.creditaccessgrameen.in/wp-content/uploads/7077/06/CreditAccess-Grameen_Board-Diversiry-
Policy.pdf. The highlights of the said Policy are given below:
1. Diversity is ensured considering various factors, including but not
limited to skills, industry experience, background and other qualities.
2. The Company considers factors based on its own business model and
specific needs from time to time.
3. The Nomination & Remuneration Committee leads the process of
identifying and nominating candidates for appointment as Directors on the Board.
4. The benefits of diversity continues to aid in succession planning
and serves as the key in identification and nomination of Directors on the Board.
5. Board appointments are based on merit and candidates are evaluated
against objective criteria, having due regard to the benefits of diversity on the Board,
including that of gender.
Additional details on Board diversity are available in the Report on
Corporate Governance, which forms part of this Integrated Annual Report.
v. Compensation Policy for Directors, KMPs and Senior Management
Pursuant to the provisions of Section 178 of the Act, Regulation 19 of
the Listing Regulations and applicable RBI guidelines, a Compensation Policy has been
formulated inter-alia, establishing criteria for determining qualifications, positive
attributes, independence of Directors and other matters as provided under the said
Section.
The Policy lays down principles for fixing the
remuneration/compensation to attract and retain the best suitable talent on the Board and
Senior Management of the Company as per the criteria formulated by the Nomination and
Remuneration Committee of the Board. This Policy seeks to document the practices and
procedures to be followed by the Company in adopting the remuneration payable to its
Directors, Key Managerial Personnel (KMPs) and Senior Management. Further, any changes
made to the Board of Directors, KMPs and Senior Management are covered under this policy.
Further, the sitting fees payable to NEDs and commission payable to IDs
are in accordance with the said policy, which is available on the Company's website at
https://www.creditaccessgrameen.in/wp-content/ uploads/ Rs.073/07/CreditAccess-Grameen_
Policy-on-Remuneration-to-Directors-KMP-Senior-Management.pdf
vi. Evaluation of Board, its Committees and Individual directors
The Nomination and Remuneration Committee had engaged Beyond Compliance
Corporate Services Private Limited, represented by Mr. Rajiv Balakrishnan to conduct Board
Evaluation for FY23. The evaluation of Directors, Committees, Chairman of the Board, and
the Board as a whole, was conducted based on the criteria and framework adopted by the
Board in this regard.
A brief on the annual Board evaluation process undertaken in compliance
with the provisions of the Act and Listing Regulations, is given in the Report on
Corporate Governance, forming part of this Integrated Annual Report.
vii. Meetings of the Board
During FY23, the Board of Directors of the Company met 8 (Eight) times.
The details of the meetings are given in the Report on Corporate Governance. The maximum
interval between any two meetings did not exceed 120 days, as prescribed by the Act.
viii. Committees of the Board
The details of the Committees of the Board such as Audit Committee,
Corporate Social Responsibility and Environmental, Social & Governance (CSR & ESG)
Committee, Risk Management Committee, Nomination and Remuneration Committee, Stakeholders'
Relationship Committee, Asset-Liability Management Committee, IT Strategy Committee and
Executive, Borrowings and Investment Committee along with Directors' attendance details,
composition, terms of reference and such other relevant details for the year under review
are elaborated in the Report on Corporate Governance.
7. AUDITORS AND AUDITORS'REPORT
a. Joint Statutory Auditors
Pursuant to the Guidelines for Appointment of Statutory Auditors dated
April 27, 2021, issued by the Reserve Bank of India ('RBI Guidelines'), M/s Deloitte
Haskins & Sells ("Deloitte"), one of the Joint Statutory Auditors, would be
completing their tenure of three years by the conclusion of ensuing Annual General Meeting
("AGM"). In view of the same, the Board of Directors at its meeting held on
February 07, 2023 had, in accordance with the RBI Guidelines and provisions of Section 139
read with Section 141 of the Act and such other applicable provisions, if any, appointed
M/s. Varma & Varma, Chartered Accountants, (Firm Reg. No. 004532S) as one of the Joint
Statutory Auditors of the Company for a period of three years, from the conclusion of
ensuing AGM, subject to the approval of shareholders.
Accordingly, M/s. PKF Sridhar & Santhanam LLP, Chartered
Accountants (Firm Reg. No. 003990S /S200018) and M/s Varma & Varma will be the Joint
Statutory Auditors of the Company for FY 2023-24.
Further, there are no qualifications, reservations, adverse remarks or
disclaimers made by the Joint Statutory Auditors in their report on Annual Financial
Statements for FY23.
b. Secretarial Auditors
Secretarial Audit Report issued by M/s M. Damodaran & Associates
LLP, Practising Company Secretaries for FY23 in the prescribed Form MR-3 is annexed to
this Report as Annexure II. Except the below remarks, there are no qualifications,
reservations, adverse remarks or disclaimers made by the Secretarial Auditors in their
Report:
a. The Company has not intimated to BSE Limited about the details of
Interest/principal obligations payable during the quarter from 01.07.2022 to 30.09.2022
and 01.01.2023 to 31.03.2023 with respect to one of the listed NCDs (ISININE741K07298) as
required u/r. 57(4) of Listing Regulations.
b. The Audit Committee was not constituted with at least two-thirds of
the independent directors during the period from 21.10.2022 to 12.01.2023 as required u/r.
18(1) (b) of Listing Regulations.
Board's comments:
With respect to (a), the Company had diligently made payment of
Principle/lnterest obligations to the Listed NCDs holders for the relevant period.
However, the Company had inadvertently not included the ISIN details of the security while
intimating the exchanges about the same. The Company has accordingly paid the relevant
penalty amount prescribed by the exchanges for the said non-compliance.
With respect to (b), there was a delay in re-constitution of Audit
Committee with requisite number of Independent Directors due to interpretational issues.
However, after due clarification on the same by the exchanges, the Audit Committee was
re-constituted in accordance with the requirement of the law. The Company has also paid
necessary penal amount to the exchanges for the said period of delay.
c. Cost Auditors
The provisions of Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014 relating to Cost Audit and maintaining cost audit records
is not applicable to the Company.
8. DETAILS IN RESPECT OF FRAUDS, IF ANY, REPORTED BY AUDITORS:
Pursuant to Section 143(12) of the Act, the Joint Statutory Auditors
and the Secretarial Auditors of the Company have not reported any instances of material
frauds committed in the Company by its officers or employees, except few instances of cash
embezzlement as reported under Note No. 43(u) of Annual Financial Statements.
9. CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the year under review, there was no change in the nature of
business of the Company.
10. CREDIT RATING
During FY23, the company improved its credit rating from A+ Stable
outlook to AA- Stable Outlook by both India Ratings as well as ICRA, owing to high capital
adequacy, strong promoter support, tightened credit acceptance criteria, and robust asset
liability management. It reaffirms the high reputation and trust the Company has earned
for its sound financial management and its ability to meet all its financial obligations.
The rating upgrade also factors in the company's industry-leading franchise in the
non-banking financial companies-micro finance institutions (NBFC-MFI) segment, the
experienced management, and healthy operating performance.
The credit ratings for various instruments of the Company as at March
31 2023 are given below:
Credit Rating Agency |
Type of Instrument |
Rating as on March 31, 2023 |
Rating as on March 31, 2022 |
ICRA |
Long-term debt |
[ICRAJAA-(Stable) |
[ICRA]A+(Stable) |
ICRA |
Non-convertible debentures |
[ICRAJAA-(Stable) |
[ICRA]A+(Stable) |
ICRA |
Commercial paper |
[ICRAJA1 + |
[ICRAJA1 + |
ICRA |
Subordinate-Debt |
[ICRAJAA-(Stable) |
NA |
ICRA |
PP-MLD |
PP-MLD [ICRA]AA+(CE)(Stable) |
PP-MLD [ICRA]AA+(CE) (Stable) |
India Ratings & Research |
Long-term debt |
Ind AA- Stable |
Ind A+ Stable |
India Ratings & Research |
Non-convertible debentures |
Ind AA- Stable |
Ind A+ Stable |
India Ratings & Research |
PP-MLD |
IND PP-MLD AA-Stable |
NA |
CRISIL Ratings |
Long-term debt |
CRISIL A+ Positive |
CRISIL A+ Stable |
CRISIL Ratings |
Non-convertible debentures |
CRISIL A+ Positive |
CRISIL A+Stable |
Further, the Comprehensive Microfinance Grading by CRISIL for the
Company as on March 31, 2023 is 'M1C1'. CRISIL's Comprehensive Microfinance
Capacity signifies highest capacity of the MFI to manage its operations in a sustainable
manner and Excellent performance on Code of Conduct dimensions. The grading is assigned on
an eight-point scale with respect to Microfinance Capacity Assessment Grading, with 'MT
being the highest grading, and 'M8', the lowest and on a five-point scale with respect to
Code of Conduct Assessment, with 'CT being excellent performance, and 'C5', the weakest.
11. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, there is no significant or material
orders passed by any Regulator, Court or Tribunal which may impact the going concern
status or the Company's operations in future.
12. INTERNAL AUDIT
The internal audit function provides an independent view to the Board
of Directors, the Audit Committee and the Senior Management on the quality and efficacy of
the internal controls, governance systems and processes. In line with applicable RBI
guidelines on Risk Based Internal Audit, the Company has adopted a Risk Based Internal
Audit Policy.
At the beginning of each financial year, an audit plan is rolled out
after approval of the Audit Committee. The audit plan is aimed at evaluation of the
efficacy and adequacy of internal control systems and compliance thereof, robustness of
internal processes, policies and accounting procedures, compliance with laws and
regulations. Based on the reports of internal audit function process owners undertake
corrective action in their respective areas. Significant audit observations and corrective
actions, if any, are presented to the Audit Committee of the Board on a quarterly basis.
Pursuant to Risk Based Internal Audit Framework, internal audit is aligned in such a
manner that assurance is provided to the Audit Committee and Board of Directors on quality
and effectiveness of the internal controls, and governance related systems and processes.
13. INTERNAL FINANCIAL CONTROLS
The Company has put in place an effective internal financial controls
in compliance with the extant regulatory guidelines and compliance parameters. The Audit
Committee periodically reviews to ensure that the internal financial controls of the
Company are adequate and is commensurate with its size, scale and complexity of
operations. The Company has put in place robust policies and procedures which, inter-alia,
helps in ensuring integrity in conduct of business, timely preparation of financial
information, accuracy and completeness in maintaining accounting records and prevention
and detection of frauds & errors.
14. RISK MANAGEMENT POLICY
The Board of Directors has adopted a Risk Management Policy which
provides for identification, assessment and control of risks which in the opinion of the
Board may threaten the existence of the Company. The Management identifies and controls
risks through a properly defined framework in terms of the aforesaid policy. The details
of risk management framework put in place by the Company along with a brief on risk
function, processes followed, monitoring & reporting framework forms part of
Management Discussion and Analysis.
15. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of Section 135 read with Schedule VII to the
Act, the Company has constituted a CSR Committee which reviews and recommends inter-alia
(a) the policy on Corporate Social Responsibility (CSR) including changes thereto, (b)
Annual CSR Activity Plan including CSR Budget and (c) CSR Projects or Programs for
implementation by the Company as per its CSR Policy. In accordance with the applicable
provisions of Section 135 of the Act and the CSR policy of the Company, the Company
contributes 2% of average net profits made during the preceding three financial years to
CreditAccess India Foundation ("CAIF"), Implementing Agency for undertaking CSR
activities on behalf of the Company. The CSR policy of the Company is available on the
website of the Company -
https://www.creditaccessgrameen.in/wp-content/uploads/2022/06/CredirAccess-Grameen
CQrpQrate-Social-Responsihility-Poiicy.pdf
A report on CSR activities of the Company pursuant to Section 134(3)(o)
is enclosed herewith as Annexure III.
16. WHISTLE BLOWER POLICY OR VIGIL MECHANISM FOR DIRECTORS AND
EMPLOYEES
The Company has established a whistle blower mechanism under which the
Directors and employees may report any unethical behavior, actual or suspected fraud,
violation of the Code of Conduct including that of Insider Trading or personnel policies,
any other illegal activity occurring in the organization. In exceptional cases, directors
or employees can raise their concerns directly to the Chairman of the Audit Committee.
During the year under review, the Company had received seven complaints through this
mechanism. However, based on verification it was found that the complaints were in the
nature of staff grievances and resolved accordingly. The Whistle-Blower Policy (Vigil
Mechanism) of the Company is available on the website at https://www.
creditaccessgrameen.in/wp-content/uploads/2022/06/Cr.edit-Access,.Grameen
Whistle-Blower-Policy.pdf
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company, being a non-banking financial company registered with the
RBI and engaged in the business of providing loans, is exempt from complying with the
provisions of section 186 of the Act, in respect of loans and guarantees.
18. RELATED PARTY TRANSACTIONS
All the Related Party Transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of business.
Details of Related Party Transactions as required under Indian
Accounting Standard (Ind AS-24) are reported in Note 37 forming part of Financial
Statements. As required under the applicable provisions of the Act, details of related
party transactions in the Form AOC-2 is given in Annexure IV.
There were no materially significant related party transactions having
potential conflicts with the interests of Company at large, during FY23.
The Policy for determining Material Subsidiaries and Related Party
Transaction Policy are available on the website of the Company at
httpsV/www.creditarressgrameen in/wp-content/uploads/2022/0S/CredirAccess- Grameen
Policy-for-determining-Material-Subsidiary-v.1.pdf and
https://www.creditaccessgrameen.in/wp- content/uploads/2Q2.2/Q7/CreditAccess-Grameen
Related-Party-Transaction-Policy v4.pdf.
19. HUMAN RESOURCE MANAGEMENT & EMPLOYEE RELATIONS
The significance of human capital in any organization cannot be
overstated, particularly in a financial services organization such as ours where a
significant proportion of the workforce are at the frontline dealing with the customers.
The successful delivery of our services is dependent on striking a delicate balance
between providing excellent customer service and meeting performance targets. Our Company
is committed to fostering a work environment that encourages a positive attitude and
superior performance among our employees.
Policies relating to Human Resources are employee friendly and support
an environment of accomplishment and satisfaction. The Company aims to provide the best of
training inputs and seamless growth opportunities ensuring that the culture of the
organization is translated into business performance.
The Company also facilitates performance-linked incentives that will
help the motivational levels of the workforce thereby sustaining growth and achieving
targets.
20. PARTICULARS OF EMPLOYEES
As on March 31, 2023, the Company had 16,759 employees.
The details required under the provisions of Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, containing inter-alia, the ratio of remuneration of
each Director and Key Managerial Personnel to the median employee's remuneration are
attached as Annexure V(i).
The details of employee remuneration as presribed under Rule 5(2) and
5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
are given in the Annexure V(ii).
21. MATERIAL CHANGES AND COMMITMENTS AFTER THE DATE OF BALANCE SHEET
There are no material changes and commitments between the end of FY23
and the date of this report, affecting the financial position of the Company.
22. REPORT ON CORPORATE GOVERNANCE
Pursuant to the Listing Regulations, a separate section titled 'Report
on Corporate Governance' has been included to this Integrated Annual Report. All Board
members and Senior Management personnel have affirmed compliance with the code of conduct
for FY23. A declaration to this effect signed by the Managing Director & CEO of the
Company is included as a part of the Report on Corporate Governance.
The Managing Director and the Chief Financial Officer have certified to
the Board on the accuracy of financial statements and other matters as specified in the
Listing Regulations , which forms part of Report on Corporate Governance.
A certificate from Secretarial Auditors of the Company on compliance
with conditions of corporate governance forms a part of the Report on Corporate
Governance.
23. MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with the Listing Regulations, the Management Discussion
and Analysis Report highlighting the details of each business vertical, which forms a part
of this Integrated Annual Report.
24. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)
In accordance with the Listing Regulations, a Business Responsibility
and Sustainability Report ("BRSR") has been prepared, which provides an overview
of the Company's material ESG risks and opportunities, goals and targets related to
sustainability and performance against them. BRSR for the year under review has been
annexed as Annexure VI to this Report.
25. DISCLOSURES UNDER THE POLICY ON SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 ("POSH Act")
The Company has 2077 women employees in various cadres as on March 31,
2023. The Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual
Harassment of Women at Workplace ("POSH policy") and an Internal Committee in
line with the requirements of the POSH Act and the Rules made thereunder for reporting and
conducting inquiry into the complaints made by the victim on the sexual harassments at the
workplace. The functioning of the Committee is in line with the provisions of the Act.
During the year under review, the Company has not received any
complaint under POSH policy.
26. FAIR PRACTICES CODE
The Company has in place a Fair Practices Code ("FPC") as
approved by the Board, in compliance with the guidelines issued by RBI, to ensure better
service and provide necessary information to customers enabling them to take informed
decisions. The FPC is available on the website of the Company at
httpsV/www.creditaccessgrameen. in/wp-content/uploads/ Rs.0 Rs.
Rs./11/CreditAccess-Grameen Fair-Prac.tices~Code_RBI-Directions-on-MFI-Loans October-2022
v4.pdf
The Company's Internal Audit team periodically provides feedback to the
Audit Committee on adherence to FPC and functioning of grievance redressal mechanism.
Further, the Board also reviews the implementation and efficacy of FPC on an annual basis.
27. CUSTOMER GRIEVANCE
The Company has a dedicated Customer Grievance Cell for receiving and
handling customer complaints/ grievances and to ensure that the customers are always
treated in a fair and unbiased way. All grievances raised by the customers are dealt with
courtesy and redressed expeditiously.
28. ANNUAL RETURN
Pursuant to sub-section (3)(a) of Section 134 and sub-section (3) of
Section 92 of the Act, read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, the Annual Return as at March 31, 2023 is made available on the Company's
website at httpsV/www.creriiraccessgrameen.in/investors/shareholder-services/ agm-egm/
29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO
a. Information Relating to Conservation of Energy, Technology
Absorption
SI. No Particulars |
Remarks |
Conservation of energy |
|
A (i) the steps taken or
impact on conservation of energy; |
|
(ii) the steps taken for
utilizing alternate sources of energy; |
|
(iii) the capital investment on
energy conservation equipment; |
The provisions of Section
134(3) (m) of the Act relating to conservation of energy and technology absorption does
not apply to the Company. |
Technology absorption |
The Company has, however, used
information technology extensively in its operations and continues to invests in
energy-efficient office equipment at all office locations. |
(i) the efforts made towards
technology absorption; |
|
(ii) the benefits derived like
product improvement, cost reduction, product development or import substitution; |
|
B (iii) in case of imported
technology (imported during the last three years reckoned from the beginning of the
financial year)- |
|
a. the details of technology
imported; |
|
b. the year of import; |
|
c. whether the technology been
fully absorbed; |
|
d. if not fully absorbed, areas
where absorption has not taken place, and the reasons thereof; and |
|
(iv) the expenditure incurred on
Research and Development. |
|
b. Foreign Exchange Earnings and Outgo
During the year under review, the foreign exchange outflow was
equivalent to Rs.5.23 Million towards term loan interest payments to foreign lenders and
procurement of software license.
30. DEPOSITS
The Company continues to be categorized and operate as a non-deposit
taking Non-Banking Financial Company- Micro Finance Institution (NBFC-MFI) and has not
accepted any deposit as defined by the Act. Accordingly, disclosure under Section 35(1) of
the RBI Master Direction - Non-Banking Financial Companies Acceptance of Public Deposits
(Reserve Bank) Directions, 2016 does not also apply.
31. EMPLOYEES STOCK OPTION PLAN ("ESOP Plan")
The Nomination and Remuneration Committee administers CAGL Employees
Stock Option Plan -2011, formulated by the Company, from time to time.
Information as required under Section 62 of the Act read with Rule 12
of the Companies (Share Capital and Debentures) Rules, 2014, SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 ('SBEB Regulations') and Section 21(9) of the
Company's ESOP Plan is provided hereunder:
SI. No Information required |
Particulars |
1 Number of Options outstanding at the
beginning of the year |
20,92,186 |
2 Number of Options granted during the year |
7,68,600 |
3 Number of Options vested during the year |
3,29,100 |
4 Number of Options exercised during the year |
3,64,746 |
5 Number of shares arising as a result of
exercise of Options |
3,64,746 |
6 Number of Options forfeited / lapsed during
the year |
71,796 |
7 Exercise price (in Rs.) |
39.86/63.9/84.47/120.87/
595.68/786.91 |
8 Money realized by exercise of Options |
Rs.47.26 Million |
9 Number of Options outstanding/ in force at
the end of year |
24,18,870 |
10 Number of Options exercisable at the end
of year |
7,56,220 |
11 Total number of Options available for
grant |
15,76,200 |
12 Variation of terms of Options |
NA |
Employee-wise details of options granted to;
1. Senior Managerial Personnel - 3,24,200
2. Any other employee who receives a grant of options in any one year
of options amounting to five percent or more of options granted during that year: - Nil
3. Identified employees who were granted options during any one year,
equal to or exceeding one percent of the issued capital (excluding outstanding warrants
and conversions) of the Company at the time of grant - Nil
4. Diluted Earnings per Share- ^51.81/-
5. Total consideration received against issuance of ESOP shares under
the Plan- ^184.96 Million
Disclosures pertaining to ESOP as required under SBEB Regulations are
placed on the Company's website at
https://www.creditaccessgrameen.in/investors/shareholder-services/agm-egm/
Grant wise-details of the Options vested, exercised and cancelled are provided in the
notes to the standalone financial statements.
Further, the Company confirms that there has been no change to the
Company's ESOP Plan during FY23.
32. Scale Based Regulations
Reserve Bank of India issued a circular on "Scale Based Regulation
(SBR): A Revised Regulatory Framework for NBFCs" on 22 October 2021 ('SBR
Framework'). As per SBR Framework, based on size, activity, and risk perceived, NBFCs are
categorised into four layers, NBFC - Base Layer (NBFC-BL), NBFC - Middle Layer (NBFC-ML),
NBFC-Upper Layer (NBFC-UL) and NBFC - Top Layer (NBFC-TL). Effective October 01, 2022, the
Company has been categorised as NBFC - ML under the said Framework.
33. OTHER DISCLOSURES/CONFIRMATION
During the year under review:
a. The Company has not allotted any equity shares with differential
voting rights.
b. The Company has complied with applicable Secretarial Standards for
Board and General Meetings held.
c. The Company has not revised Financial Statements as mentioned under
Section 131 of the Act.
d. Pursuant to the Act and Listing Regulations, a separate Meeting of
the Independent Directors was held on February 06, 2023, without attendance of
Non-Independent Directors and Members of the Management.
34. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Directors hereby confirm
that:
a. in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures, if any;
b. the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable and prudent 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 and loss of the Company for that year;
c. the directors have 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 have prepared the annual accounts on a going concern
basis;
e. the directors have 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.
35. ACKNOWLEDGEMENT
The Directors wish to place on record their appreciation and sincerely
acknowledge the contribution and support from shareholders, customers, debenture holders,
debenture trustees, Central and State Governments, Bankers, Reserve Bank of India,
Registrar of Companies, Securities and Exchange Board of India, Insurance Regulatory and
Development Authority of India, BSE Limited, National Stock Exchange of India Limited,
Registrar & Share Transfer Agents, Credit Rating Agencies and other Statutory and
Regulatory Authorities for the kind cooperation and assistance provided to the Company.
The Directors also extend their appreciation to all the employees for their continued
support and unstinting efforts in ensuring an outstanding operational performance and for
their continued commitment, dedication and cooperation.
|
For and on behalf
of the Board of Directors of |
|
CreditAccess
Grameen Limited |
Place: Bengaluru |
Udaya Kumar Hebbar |
Manoj Kumar |
Daterjuly 21, 2023 |
Managing Director & CEO |
Independent Director |
|
DIN:07235226 |
DIN:02924675 |
|