Dear Members,
The Board of Directors of Manappuram Finance Limited have pleasure in presenting before
you the Thirty First Annual Report of the Company together with the Audited Standalone and
Consolidated Statements of Accounts for the financial year ended March 31, 2023.
Financial Highlights Rs in million
Description |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Gross Income |
48,268.58 |
45,869.97 |
67,499.47 |
61,263.14 |
Total Expenditure |
31,205.30 |
28,372.18 |
47,088.97 |
43,427.91 |
Profit Before Tax |
17,063.28 |
17,497.79 |
20,410.50 |
17,835.23 |
Provision for Taxes/ Deferred tax |
4,400.65 |
4,452.42 |
5,408.78 |
4,548.17 |
PAT before comprehensive income |
12,662.63 |
13,045.37 |
15,001.72 |
13,287.06 |
Other Comprehensive Income |
245.42 |
-113.20 |
267.18 |
-81.53 |
Minority interest |
- |
- |
42.30 |
3.36 |
PAT including comprehensive income |
12,908.05 |
12,932.16 |
15,226.59 |
13,202.18 |
Amount available for appropriations (Retained Earnings-Opening balance) |
42,592.22 |
35,134.99 |
45,718.91 |
38,135.58 |
Appropriations: |
|
|
|
|
Profit for the year |
12,662.63 |
13,045.37 |
15,069.33 |
13,295.09 |
Transfer to statutory Reserve |
-2,532.53 |
-2,609.07 |
-3,007.73 |
-2,650.36 |
Interim Dividend on Equity share |
-2,539.18 |
-2,539.14 |
-2,619.57 |
-2,539.14 |
Adjustment on account of IND AS (Impairment Reserve) |
- |
-439.93 |
- |
-439.93 |
Loss on acquisition |
- |
- |
- |
-82.32 |
Utilised during the year |
- |
- |
- |
|
Balance carried forward to next year (Closing Balance) |
50,183.14 |
42,592.22 |
55,160.94 |
45,718.91 |
Company's Performance
The Company's gross income for the financial year ended March 31, 2023 increased to
'48,268.58 million as compared to '45,869.97 million in the previous financial year
thereby registering an increase of 5.23%. The profit before tax of the Company decreased
to '17,063.28 million during the year as against '17,497.79 million in the previous year.
The net profit for the year decreased by 2.93% to '12,662.63 million from '13,045.37
million in the previous financial year. The Asset Under Management (AUM) was at
'2,42,022.03 million as at March 31, 2023 as against '2,24,127.93 million as at March 31,
2022.
The Company's consolidated AUM grew by 17.20% to '3,54,523 million during the year
owing to rapid growth in the microfinance (39.70%), housing finance (29.60%) and vehicle
finance (49.40%) AUMs. Gold loan AUMs decreased by 2.10% during the year.
1. Diversification of Business
I ncorporated in 1992, your Company is operating in the NBFC sector, with diversified
businesses and a branch size network of 5232.
The primary objective and increased thrust of our diversification and rebalancing
strategy is to emerge as a "diversified NBFC" with at least a 50% AUM being
contributed by the non-gold loan business. With this, we aim to reduce our dependence on
Gold Loan Assets Under Management (AUM) alone and achieve a comfortable balance between
our new lines of business and gold loans.
The Company's strategy is to strengthen both Gold and Non-Gold segments. It is also
working on growing its Gold Loan segment along with other business segments and
maintaining its gold loan yield, irrespective of pricing pressures. We aim to achieve a
50-50 mix between Gold Loans and other diversified business segments.
The Company is focusing on serving customers at the bottom of the pyramid through other
business segments like affordable housing finance, vehicle and equipment finance, which
includes commercial vehicle loans, two-wheeler loans, tractor & car loans;
microfinance, SME finance, project and industrial finance, corporate finance and insurance
broking. In the last 4-5 years, the Company has made significant progress in each of these
new business segments, having steadily scaled up its operations by leveraging its existing
customer base of Gold Loans, extensive and growing branch network, and capitalising on the
goodwill of Brand Manappuram.
Through the process of diversification, we aim to address several key business
paradigms, the prime among which is to enhance regulatory comfort by migrating from a
single product NBFC to a multi-product and diversified financial services provider,
serving the needs of existing and new customers. Finally, the move on diversification also
enables your Company to play contribute towards accelerating financial inclusion by
addressing the needs of the unserved and under-served segments of the society.
The Company also improved its credit monitoring, which play a critical role in
facilitating responsible lending across the non-gold businesses. By mitigating the risks
and ensuring credit quality, we maintain a healthy environment for the Company. The
monitoring function in the Company covers 2 stages. One, verification fixed percentage of
accounts immediately after the disbursement, and two, verification of risk-based accounts
subsequently (for eg., immediate delinquent).
The Credit Monitors conduct 360-degree due diligence of loans randomly selected by
National Credit Head of the company. These are verified for any credit/valuation/ legal
process lapses and informed about to National Credit
Head on time. This ensures completeness of documents in the file and nil negligence on
any process/policy. This is post-disbursement visit at employment and property of the
customers, which is randomly selected by National Credit Head and ensures nil negligence
on any process/ policy. It ensures overall compliance in credit/operations related works
across the branches. These Credit Monitors visit branches frequently and submit the visit
report to the National Credit Head.
The Company's credit monitoring policies play a critical role in facilitating
responsible lending across the non-gold verticals. By mitigating the risks and ensuring
the credit quality of the company, a healthy environment for the company and borrowers is
maintained.
Loan underwriting is the comprehensive assessment and evaluation of a borrower's credit
worthiness and ability to repay a loan. The underwriting process involves a careful
examination of various financial factors such as credit history, income, assets, debt
levels and overall financial stability. The importance of this process is risk mitigation,
credit quality and regulatory compliance
Underwriting rules, process, and systems are in place for the company. Different
verticals have a well-documented underwriting policy which help evaluate the credit
worthiness of borrowers, thereby containing credit risk to the maximum. The Company's
credit policies for Non-Gold Loan verticals ensure good quality credit underwriting
through better credit assessment, financial analysis, collateral evaluation and risk-based
pricing.
Credit assessment begins with a thorough examination of the borrower's credit history
which includes reviewing credit scores, payment history, outstanding debts and any
derogatory marks. The borrower's financial statements are analysed to assess their
repayment capacity, considering factors like employment stability, income level and
debt-to- income ratio to determine how comfortably the borrower can meet his loan
obligations. In collateral evaluation, the value and quality of collateral offered by the
borrower to secure the loan is assessed through risk-based pricing methodologies to
determine if the interest rates and loan terms offered are decided. Higher risk borrowers
will have higher interest rates to compensate for increased likelihood of default of and
lower risk borrowers can have favorable rates and terms.
I mproved loan underwriting policies also play a critical role in facilitating
responsible lending and providing with valuable insights to make informed decisions
regarding loan approvals terms and interest rates. By mitigating risks, ensuring credit
quality and adhering to regulatory requirements, the Company's underwriting policy helps
in fostering a healthy environment for the company and its borrowers.
I n the financial services industry where multiple entities offering a slew of products
co-exist, retaining existing customers and acquiring new customers has become the key to
success. The changing demographic profile of customers in India, with 58% of these aged
between 18-35 years, is another decisive factor as it becomes very important to understand
their tastes, preferences, and behavioural patterns to design products customised as per
their needs.
MAFIL's CRM is embedded in various business functions such as lending and customer
service to ensure that customers' needs are at the forefront of all the business
processes. MAFIL believes that customer satisfaction, customer loyalty and customer
retention add to the
overall profitability and efficiency of the organisation. Retained customers
significantly bring down marketing and promotional cost as satisfied customers also bring
in more customers through referrals and word of mouth publicity.
MAFIL has developed a robust CRM with a clear overview of customer profile facilitated
by business intelligence and analytics. The CRM dashboard provides Relationship
Managers an overview of customers' history, status of credit facilities, due dates for
servicing loans, outstanding customer service issues, among other things. Such data helps
MAFIL in effective management of collection, lead generation and its ultimate conversion
to sales.
The CRM team maintains a close relationship with its borrowers, which facilitates
collection of their instalments on the due date. The relationship helps MAFIL maintain
delinquencies in the Non-Gold verticals at low levels and can be considered amongst the
best in the industry. Relationship with customers has also facilitated more cross-selling
opportunities and has helped increase collections from borrowers who had earlier defaulted
on their loans.
Today, the Non-Gold businesses contribute 44.3% to the Total AUM. Gold Loan contributes
the remaining 55.7%.
During the year under review, the Company's Total AUM stood at Rs 354,522.57 million
vis-a-vis Rs 302,608.16 million in FY2022.
Among the business segments, Microfinance AUM grew from Rs 70,021.83 million in FY2022
to Rs 100,408.93 million in FY2023. Vehicle and Equipment Finance and Onlending Business
ended the year with an AUM of Rs 24,551.40 million (compared to Rs 16,431.60 million in
FY2022) and Rs 10,048.22 million (vis-a-vis Rs 315.59 million in FY2022), respectively.
Manappuram Home Finance Limited, the Company's housing subsidiary, ended the year with an
AUM of Rs 10.95 billion, compared to Rs 8.45 billion in the earlier year. The other
business verticals of the Company include Payments business, SME business and fee-based
services, including Forex and Money Transfer.
Vehicle & Equipment Finance
The vehicle finance portfolio is about '24551.40 million spread across 281 locations in
23 states as of March 31, 2023. The preowned commercial vehicles portfolio is '13,150
million and new commercial vehicles are of 701 million with 23,413 contracts. The
two-wheeler finance portfolio is of '4,256 million with 1,06,227 contracts, Car finance
portfolio is of '5017million with 15422 contracts and other vehicle loans make up a
portfolio of around '1,428 million. The business is supported by robust pre-screening
methodologies and credit assessment for a healthy portfolio mix.
Market is bullish towards commercial vehicle as in the budget 2023 a lot of
emphasize has been
given on building of the infrastructure. Focus on warehouse and logistic infrastructure
to result in higher demand for Small Commercial Vehicle & Heavy Commercial Vehicle.
Used car market growing faster in tier 1 & 2 cities and rural area because
of emission norms are changing in metro cities due to increase in pollution and Govt.
restrictions on old vehicles in metros. This will continue to be so in the coming years.
According to a study, up to Financial Year 2025 used car market share will be 70% in
non-metro and 30% in metro.
NBFC's have close to 60% market share in tractor financing space followed by pvt
banks taking the remaining 38% market share. PSU banks have the remaining 2% share.
Average loan size is increasing to '0.5 Million from '0.4 Million earlier and average IRR
in new tractor is @ 14%.
The India Two-Wheeler Market is expected to grow at a CAGR of around 3% during
the forecast period
2022-2028.
MSME and Personal Loan Business
MSMEs are an important sector for the Indian economy and have contributed immensely to
the country's socio-economic development. It not only generates employment opportunities
but also works together towards the development of the nation's backward and rural areas.
To tap the potential of growing MSMEs across the country, having started MSME lending from
a zero base in January 2019, we could easily see there was good demand for such loans.
Simultaneously we started Micro Home Loans and Personal Loans to provide affordable loans
to the MSME customers. Accordingly, within a short period, we went ahead and scaled up the
business to new geographies like Tamil Nadu, Karnataka, and Andhra Pradesh etc. Our
initial focus remained on the southern states where we targeted the local 'Kirana' shops
and small industrial establishments. We were careful to exercise due care when vetting the
loan applications and in this we were helped by our pool of existing gold loan customers
who gave us good leads about quality borrowers.
Interestingly, we started this new line of business without recruiting anyone from the
market with prior experience in MSME lending. Instead, the employees were selected from
our home-grown gold loan employees based on their contact with the relevant micro-markets,
and after assessing their aptitude to handle this new line of business. We also chose to
explore a different path by recruiting fresh youngsters as field sales representatives for
the purpose of interfacing with quality MSME borrowers.
We were confident that MSME lending would be one of the major growth areas for us given
that entrepreneurship at the grassroots is taking off in a big way. To serve a broader
range of customers, now we started to offer a wider range of Loan products across
different categories - health care industry Loans, smaLL-scaLe industrial finance, food
industry
Loans, restaurant finance etc. Most MSMEs were faced with an acute cash crunch, and
they needed immediate Liquidity to tide over the situation. The disruptions gave us an
excellent opportunity to serve these MSMEs by speedily catering to their urgent
requirement of working capital. We seized the opportunity and expanded the business to the
rest of India, adding states Like Odisha, West Bengal, Uttar Pradesh, Chhattisgarh, Madhya
Pradesh, Maharashtra, Gujarat, Rajasthan, Haryana etc. We disburse fuLLy secured Loans
only for business purposes, and the maximum Loan amount was Limited to '5 Million for
shops and establishments. We have a range of products as follows:
Loan to Business/ Service Providers.
Loan against Property (Micro Mortgage).
Financing home improvements.
Personal Loan
Perhaps the most important factor in any Lending business is its asset quaLity, and how
successfuL you are in hoLding down non-performing assets (NPAs). An important factor that
enabled us to maintain good asset quality is our use of
novel methods for Loan appraisal. Before sanctioning any Loan, we thoroughly analyze
the repayment behavior of the appLicant. It heLps us to assess the credibiLity and
financiaL status of the borrower and that is taken to their credit score. After the Loan
is disbursed, we provide our customer with user friendLy onLine payment options Like
GoogLe Pay, Paytm, PhonePe etc. so that Loan repayments can be made easily, thus improving
our collections. Further, we have estabLished coLLection and customer reLations teams to
exclusively cater to MSME borrowers and they have played a crucial roLe in holding down
our cheque bounce rate to below 4 per cent, and the Gross NPA Level to weLL below 1.5 per
cent despite the severe challenges of the pandemic.
Fee-Based Services Including Forex and Money Transfer
Business overview
We have an Authorized Dealers Category-II License by the RBI, and engage in providing
soLutions for fast, easy and safe money transfer up to '0.05 Million without the need for
a bank account. Our services incLude transfer to both India and abroad.
Key Developments, FY 2022-23
Our Company's fee-based services include money transfer, foreign exchange, and
depository services. We facilitate fast, easy, and safe money transfer and the customer
does not require a bank account for an amount of up to '0.05 MiLLion subject to compLiance
with appLicabLe RBI norms. We assist in the exchange of currency for purposes as permitted
under the Foreign Exchange Management Act (FEMA). Our Company is an Authorized Dealer (AD)
Category 2 License holder from RBI. In December 2017, Manappuram Finance Limited
received RBI's License to act as the Indian Agent for Western Union Money Transfer. We
aLso act as sub-agents to the Indian representatives of other companies providing money
transfer inward remittance. Following are the highlights of our fee-based services: -
Tie up with Eight money transfer agencies for inward remittance.
About 60% of the inward remittance is contributed by Western Union. As an Indian
agent of Western Union, we can appoint sub - agents to work on our behalf all over India.
Turnover of MTSS business is around '105 Million
per month.
We have 23 active sub-agents for Western Union business who contributes about
'16.5 MiLLion of the business per month.
Payments Business
I t was in March 2017 that Manappuram Finance Limited received RBI's authorization to
issue prepaid payment instruments (payment waLLet) and went on to Launch the MAkash
wallet. A mobile wallet is a way to carry cash in digitaL format that promotes the
country's cashLess payments initiative. Customers can Load money into the wallet using a
credit card, debit card. Alternatively, they can walk into any of the MAFIL branches
across India and Load cash into the waLLet without any extra cost. With over one Lakh
customers, MAkash has registered steady growth. The wallet registers an average of 19,508
transactions per annum valued at about '125.5 Million. Customers can avail the assistance
of MAFIL Branches to create the wallet and conduct transactions. The following services
are available with MAkash Online and Offline modes:
Phone Recharge & DTH: With money Loaded in your MAkash wallet, it takes just
seconds to make phone and DTH recharges.
Bill Payments: Pay all your bills across categories via MAkash in no time and
avoid Late payment charges.
Transfer money to Bank: You can Load money from your Credit card/ Debit Card and
send it to any bank
account in India, any time.
State of Affairs of Our Subsidiaries
Asirvad Micro Finance Limited (AMFL)
Asirvad Microfinance Limited ("AMFL/ Company") was formed with the intention
of providing financial access to the underserved through the formation of a commercially
viable business. The Company has successfully started in Tamil Nadu and is incorporated
under the Companies Act, 1956 on 29th August, 2007. Access to financial
services is perhaps one of the most important requirements of any household across the
world and in turn leads to access to other services and consequently better standard of
living. AMFL has obtained NBFC License from the Reserve Bank of India on 14th
December 2007. Started forming groups from 15th December 2007, and first
lending operations with effect from 21st January 2008. The Company's Vision is
"Small loans, Big dreams."
In February 2015 Manappuram Finance Limited took over the Company with the stake of
85%. After the takeover, AMFL was able to leverage its parent's credit worthiness. It got
better access to bank finance at significantly lower cost and expanded to new geographies
like Madhya Pradesh, Chhattisgarh, Punjab, Haryana, Chandigarh, Jharkhand, Bihar, West
Bengal, and Uttar Pradesh the portfolio touched Rs 10,000 million AUM (Asset Under
Management) by end of 2015 -16.
Performance of the Company
The company was able to grow its business substantially in the first full year of
operations after its takeover. The net profit for the year ended March 31, 2016, has gone
up to '239.6 Million. Fiscal year 2016-17 was overall a good year for AMFL as it was able
to grow its business substantially to end the year with an AUM of nearly '18,000 Million
on an 80% increase compared to the year ago.
MFI Loans
Currently, the Company has a presence in 23 states and 2 union territories. The
Company's AUM stands at '100,408.9 Million (MFI AUM - '92,972.1 Million) and it represents
a significant accomplishment. The total centres are 3,25,274 which includes 1206 branches
with 29 Lakh active members. The single-point objective of the Company is to make a
valuable contribution towards the lives of our customers, and we made it a point to stand
strong with them even during the tough pandemic days by introducing new loan products.
AMFL is determined to serve the customers keeping their best interests in mind.
MSME Loan
MSME Business commenced in the month of July 2019. The loan products, process and
people focus on enhancing the economic output of customers. It caters to the "Missing
Middle" segment largely comprising of small businesses like Kirana Shops, Small
Manufacturing units, Agri and Allied trading etc., The non-traditional methods of income
assessments not only have given good results but are also well appreciated by customers.
All MSME loans are backed with land and building as collateral. Total number of branches
are 25, and the AUM is '363.9 Million.
Gold Loan
A new loan product called "Gold Loan" was launched in Odisha and West Bengal
on March 10, 2021. This was introduced with a key objective to help customers on-going
business capital for income generation activity. Thereby, so far Asirvad has launched 461
branches of Gold Loan in Andhra Pradesh, Assam, Bihar, Gujarat, Haryana, Karnataka, Madhya
Pradesh, Maharashtra, Odisha, Punjab, Rajasthan, Telangana, Uttar Pradesh & West
Bengal.
The Company offers progressively higher loan amounts at higher price points through
different Gold loan schemes with different interest rates. Asirvad is intensely looking to
expand business. As a Company, AMFL believes in the power of technology and over the years
have adopted various innovations such as Loan Management System (LMS) and usage of DigiPay
and other digital platforms for payment, with many more initiatives in the pipeline.
Automation has enriched the lives of both employees and customers without compromising on
the quality of work done. AMFL is constantly looking for ways to improve knowledge and
skills of employees and, based on this consideration, the Company has introduced the
Learning Management System to create awareness, knowledge, and vigilance.
Manappuram Home Finance Limited (MAHOFIN)
MANAPPURAM HOME FINANCE LIMITED (MAHOFIN), a wholly owned subsidiary of Manappuram
Finance Limited, started operations in January 2015 and focuses on affordable housing
loans and aims to cater to the needs of mid-income to the low-income group. The housing
finance business registered 29.64 per cent growth in its AUM in Fiscal 2023, posting a
CAGR of 16 per cent in the past five years. It reached an AUM of '10957.70 million as on
March 31, 2023. Currently, there are 66 branches across 12 states. The southern region
contributes the largest share of the loan portfolio. Considering the increasing
urbanisation and the rise of tier II and tier III cities, the Company is also planning to
cover nearby states and locations.
Positioned as an affordable home finance company, target customers are the
self-employed from the unorganised sector and others lacking access to credit facilities
from mainstream financial institutions. The Company offers two products - Home Loans and
Loans Against Property. The average ticket size of a Home Loan is about '0.67 million, and
for the LAP segment, it stands at about '0.60 million.
As a part of digitisation, the Company has introduced the "Mobile-Customer
Acquisition System" (mCAS) for faster processing of loan applications and
"Mobile Collect" (M-Collect) for speeding up the collection process.
The Company is looking to diversify funding sources and in October 2019 it succeeded in
raising about '943.19 million by a public issue of NCDs. The portfolio faced minimal
delinquencies with GNPA held at 1.87%. The Company has a capital adequacy ratio around
33.13% (well above the regulatory requirement).
Manappuram Insurance Brokers Limited (MAIBRO)
Manappuram Insurance Brokers Limited (MAIBRO) a
Licensed Insurance Broker with (Insurance Regulatory and Development Authority of
India) began its journey in the year 2006. Being a direct insurance broker licensed by
Insurance Regulatory and Development Authority of India (IRDAI) for doing life and
non-life business the growth of the company was steady. Company during the year was
recognised among the 10 best insurance broking startup 2023, for its innovative,
technologically driven digital insurance platform "MaSuraksha". Masuraksha is an
innovative e-commerce portaL operated by Manappuram Insurance Brokers.
As an IRDAI-Licensed direct insurance broker, the company primarily deals with Life and
General Insurance products in the retail segment. Two-wheeLer, automobile, health, term,
investment pLans, shopkeeper poLicy, homeowners policy, personal accident insurance,
critical sickness policy, trip and hospitaL cash poLicy were among the product segments
provided. The company's success mantra has been its intelligent after-sales support, which
guides consumers through the insurance process. In the portal, there is access granted to
agents (POSP), who can then sell different policies to clients via a separate POSP Login
module. The customer service team is available 24 hours a day, seven days a week. The
smooth customer purchase journey, prompt claim support, prompt renewal, and other service
support had been significantly aiding the company's growth.
Company due to its extensive knowledge of changing consumer requirements and the
numerous insurance options available in the market offered products as per the customers
requirement. Customers can choose the best product after comparing it to other options. We
supplied contact centres or chat support whenever customers needed it. Manappuram
Insurance Brokers was supported by a team of seasoned people who are continuously on the
lookout for ways to provide timely service delivery. A full-service claims support team
was also available to help with claim settlement.
Furthermore, customers had access to help 24 hours a day, seven days a week where they
will receive a response within a few hours. Since the portal was in its early stages, the
company was constantly working towards introducing new features and services. To generate
the required innovation, cutting edge technologies like AI and block chain technology were
combined. Because cyber security is critical, Manappuram had already adopted precautions
similar to those of an insurance firm.
The Company ended the fiscal year 2022-23 at '1625.8 million of total business of which
new business was of Rs 1412.1 million in the fiscal. Company during the year served 1.062
million customers. MAIBRO achieved a net profit of Rs 31.5 million in FY 2022-23 vs Rs
33.31 million in FY 2021-22 and is constantly in a thrive to achieve new hights by
focusing to digitalise the solicitation process.
Company had over 8500 Point of sales Agents who were working PAN India and helped in
penetration of Insurance Products among all sectors of people. Company supported families
during the difficult hours and has been able to successfully settle 95% of claims
reported.
Manappuram Comptech and Consultants Limited
Manappuram Comptech and Consultants Limited (MACOM), another subsidiary of your
company, concluded the year with total revenue of '407.30 million. The Company's revenue
portfolio has grown by Rs 103.09 million. The company provides audit and taxation
services, as well as core IT services, to meet a variety of market needs, such as
application development for digital personal loans, loan management solutions,
microfinance solutions etc. During the year, MACOM has successfully completed cloud
migration of the parent company and has provided oracle-based cloud platforms to other
fellow-subsidiaries. The company built a name for itself during the year by producing
totally android-based apps for EMI collection, customer and agent collection, and so on.
MACOM's net profit was '34.27 million in FY 2022-23, compared to INR 18.25 million in FY
2021-22, and the company is prepared to take off from here. MACOM has successfully
achieved ISO 27001:2013 Information Security Management Systems Certification.
2. Subsidiaries Performance
Your Company holds 97.60% equity shares of
M/s. Asirvad Microfinance Limited, 100% equity shares of M/s. Manappuram Home Finance
Limited, 100% equity
shares of M/s. Manappuram Insurance Brokers Limited and 99.81% of Manappuram Comptech
and Consultants Limited as on March 31, 2023.
Asirvad Microfinance Limited
Gross Income of the Company as on March 31, 2023 is '17,592.76 Million as compared to
Rs 13,996.99 Million (Rs 14118.89 reinstated Gross Income) for the year ended March 31,
2022 and Profit After Tax is Rs 2,181.30 Million for the year ended March 31, 2023 as
compared to '134.32 Million ('152.56 reinstated PAT) for the year ended March 31, 2022.
Manappuram Home Finance Limited
Gross Income of the Company as on March 31, 2023 is '1657.41 million as compared to
'1226.07 million for the year ended March 31, 2022, and Profit After Tax is '194.69
million for the year ended March 31, 2023 as compared to '72.11 million for the year ended
March 31, 2022. AUM of the Company as on March 31, 2023 is '10957.70 million.
Manappuram Insurance Brokers Limited
MAIBRO has entered a tie-up with the best insurance companies in the market, which
helped the Company in providing best quotes and services to its customers. MAIBRO offered
insurance products of 35 insurance companies through new portal and all companies offline.
Gross income of the Company for the year ended March 31, 2023 stood at '121.9 million
as compared to '113.26 million for the year ended March 31, 2022 and
Profit After Tax for the year ended March 31, 2023 is '31.5 million as compared to
'33.31 million for the year ended March 31, 2022.
Manappuram Comptech and Consultants Limited
Manappuram Comptech and Consultants Limited's gross income for the financial year ended
March 31, 2023 is '409.76 million, compared to '307.07 million for the year ended March
31, 2022, and profit after tax for the year ended March 31, 2022, is '26.62 million,
compared to profit of '13.27 million for the year ended March 31, 2023.
Salient features of financial statements of the Company's subsidiaries in Form AOC-1
and highlights of the performance of subsidiaries are annexed with the Directors' Report
as Annexure - I
3. Transfer to Reserves
The amounts proposed to be transferred to the General Reserve and Statutory Reserve
etc. are mentioned in the Financial Highlights under the heading 'Appropriations.'
During the FY 2022-23, the Company has utilized 'Nil with regards to adoption of Ind AS
116 "Leases" from Retained earnings.
The total standalone reserves and surplus as on March 31, 2023 stands at '88,106.29
million
4. Debenture Redemption Reserve
Pursuant to notification issued by Ministry of Corporate
Affairs on August 16, 2019 in exercise of the powers conferred by sub-sections (1) and
(2) of section 469 of the Companies Act, 2013 (18 of 2013), the Central Government amended
the Companies (Share Capital and Debentures) Rules, 2014.
In the principal rules, in rule 18, for sub-rule (7), the limits with respect to
adequacy of Debenture Redemption Reserve and investment or deposits for listed companies
(other than All India Financial Institutions and Banking Companies as specified in
sub-clause (i)), Debenture Redemption Reserve is not required to maintain in case of
public issue of debentures as well as privately placed debentures for NBFCs registered
with Reserve Bank of India under section 45-IA of the RBI Act, 1934.
5. Resources
The Company, as an NBFC, mobilization of resources at optimal cost and its deployment
in the most profitable and secured manner constitutes the two important functions of the
Company. The main source of funding for the Company continues to be credit lines from the
banks and financial institutions. Your Company as at March 31, 2023 availed various credit
facilities from 27 banks, 1 NBFC (Bajaj Finance), NABARD and International Finance
Corporation (IFC).
Management has been making continuous efforts to broaden the resource base of the
Company to maintain its competitive edge. The next important source of funding is the
issue of Secured Redeemable Non-Convertible Debentures (NCDs). In addition, the Company
also raised funds through the issue of Commercial Papers (CPs).
Your directors are confident that the Company will be able to raise adequate resources
for onward lending in line with its business plans.
6. Management Discussion And Analysis
Management Discussion and Analysis Report is attached
and forms an integral part of the Annual Report. The report discusses in detail the
overall industry situation, economic developments, sector-wise performance, outlook, and
state of the company's affairs.
7. Report on Corporate Governance
The Company has been practicing principle of good Corporate Governance over the years.
The endeavor of the Company is not only to comply with the regulatory requirements but
also to adhere to good Corporate Governance standards that lay strong emphasis on
integrity, transparency, and overall accountability. The report on corporate governance
forms an integral part of the Annual report.
8. Business Responsibility and Sustainability Report
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility
and Sustainability Report is annexed and forms part of the Annual Report.
9. Director's Responsibility Statement Pursuant to Section 134 of the Act
The Board of Directors, to the best of their knowledge and ability, confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards have
been followed and there is no material departures;
ii. That the accounting policies as mentioned in note no.1 to no.7 to the Standalone
financial statements and note no.1 to no.8 to the Consolidated financial statements have
been selected and applied consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2023 and of the profit of the Company for the year ended on that
date;
iii. they 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;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants, including audit of internal financial
controls over financial reporting by the statutory auditors, and the reviews performed by
management and the relevant board committees, including the audit committee, the board is
of the opinion that the Company's internal financial controls were adequate and effective
during FY 2022-23.
10. Meetings of the Board
During the financial year 2022 - 23, 8 (Eight) meetings of the Board of Directors were
held. The details of the said meetings and other Committee meetings are given in the
Corporate Governance Report.
11. Declaration from Independent Directors on Annual Basis
Your Company has received necessary declarations from all the Independent Directors of
the Company confirming that they meet criteria as mentioned in Section 149 of the Act and
SEBI LODR. Your Company has also received undertaking and declaration from each director
on fit and proper criteria in terms of the provisions of Non-Banking Financial Company -
Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve
Bank) Directions, 2016 ("RBI NDSI Master Directions, 2016").
12. Proficiency of Independent Directors Appointed During the Year
I n the opinion of the Board of Directors of the Company,
Independent Directors on the Board of Company hold the highest standards of integrity
and are highly qualified, recognized, and respected individuals in their respective
fields. It's an optimum mix of expertise (including financial expertise), leadership and
professionalism. All the Independent Directors of the Company have registered themselves
with the Indian Institute of Corporate Affairs ('MCA') towards the inclusion of their
names in the data bank maintained with it and they meet the requirements of proficiency
self-assessment test.
13. Policy on Board Composition & Compensation
The Board of Directors has adopted a policy on director's appointment and remuneration
for directors, Key Managerial Personnel and other employees including criteria for
determining qualification, positive attributes, and independence of directors as laid down
by the Nomination Committee of the Board in compliance with the provisions of Section 178
of the Act. The Policy on Board composition and compensation is annexed to this report as
Annexure - II and also hosted on the website of the Company at
https://www.manappuram.com/public/uploads/
editor-images/files/B0ARD%20Composition%20May%20 2023%20%281%29.pdf
14. Particulars of Loans, Guarantees or Investments
The loan made, guarantee given, or security provided in the ordinary course of business
by a NBFC registered with the Reserve Bank of India are exempt from the applicability of
the provisions of Section 186 of the Act. As such, the particulars of loans and guarantees
have not been disclosed in this Report. For details of investments of the Company, refer
to Note no.10,11,20,and 42 of the Standalone Financial Statements.
15. Particulars of Contracts or Arrangement with Related Parties
The contracts/ arrangements/ transactions entered by the Company during the financial
year 2022 - 23 with related parties under Section 188 of the Act were in the ordinary
course of business and on arms' length basis. During the year, the Company had not entered
any contract/ arrangement/ transaction with related parties which could be considered
material in accordance with the provisions of Regulation 23 of the Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the
Company's policy on related party transactions. Therefore, particulars of contracts/
arrangements with related parties under Section 188 in Form AOC-2 are not annexed with
this report. Your directors draw the attention of the Members to Note. 42 of the
Standalone Financial Statement which sets out related party disclosures.
The Policy on determination of related parties and dealing with related party
transactions as approved by the Board of Directors of the Company is annexed to this
report as Annexure - III and also made available on the Company's website at
https://www.manappuram. com/public/uploads/editor-images/files/MAFL-RPT%20
Policy-Revised.pdf
16. Dividend
Four interim dividends at the rate of 0.75 paise per equity share were declared during
the financial year 2022-23 on May 18, 2022, August 04, 2022, November 12, 2022, and
February 03, 2023.
An aggregate of '3.00 (Rupees Three Only) per equity share, amounting to 150% of the
paid-up value of the shares was paid by the Company during the financial year 2022-23.
The Dividend Distribution Policy as per the SEBI LODR is made available on the
Company's website at https:// www.manappuram.com/public/uploads/editor-images/
files/Dividend%20Distribution%20policy%20 %28formated%29.pdf
17. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and
Outgo
The information in respect of conservation of energy, technology absorption and foreign
exchange earnings and outgo, as required under Section 134 (3) (m) of the Companies Act,
2013 read with Rule (8) (3) of the Companies (Accounts) Rules, 2014 is annexed to this
report as Annexure - IV.
18. Risk Management Policy
The Company has a Board of Directors approved Risk Management Policy wherein material
risks faced by the Company including Operational Risk, Regulatory Risk, Price, Interest
Rate Risk and Credit Risk are identified and assessed. The Risk Management Committee
periodically reviews the various risks faced by the Company and advises the Board on risk
mitigation plans. Elements of risk identified by the Board are mentioned in the MDA part
of the annual report.
The Board has appointed a Chief Risk Officer as the asset size of the Company is above
'50 billion with a tenure of One year subject to re-appointment by the Board every
financial year.
Risk Management policy may be accessed on the Company's website at the link:
https://www.manappuram. com/Dublic/uoloads/editor-imaQes/files/No.2-ERM%20 Policy.pdf
19. Corporate Social Responsibility Policy
Corporate Social Responsibility Policy (CSR Policy)
indicating the activities to be undertaken by the Company have been formulated by the
Board of Directors based on the recommendation of the Corporate Social Responsibility
Committee (CSR Committee). The CSR Policy may be accessed on the Company's website at the
link: https:// www.manappuram.com/public/uploads/editor-images/
files/CSR%20policy%282%29.pdf
The Corporate Social Responsibility initiatives taken by the Company during the
financial year 2022-23, are detailed in the Report on corporate social responsibility
activities and the same is annexed to this report as Annexure - V.
20. Formal Annual Evaluation
The Board of Directors decided to appoint a third party to assist the Board in carrying
out the formal evaluation of the Board pursuant to which NASDAQ Corporate solutions was
appointed to assist in the evaluation process of its own performance, board committees and
individual directors pursuant to the provisions of the Act and the corporate governance
requirements as prescribed under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. As part of the evaluation process questionnaire on
various aspects governing the company was circulated to directors for their individual
opinion through electronic mode, thereafter individual telephonic interviews with all
directors were carried out as part of the evaluation process and it was ascertained that
the company has maintained the highest standards of corporate governance and integrity in
all its practices. The Nomination, Compensation and Corporate Governance Committee and the
Board of Directors of the Company further considered the observations and have taken
necessary measures to implement the suggestions.
21. Details of Remuneration/ Commission Received by Managing Director From Subsidiaries
Mr. V P Nandakumar, Managing Director & Chief Executive Officer, has not received
any remuneration or commission from any of the subsidiaries of the Company during the
financial year-2022-23.
22. Names of Companies which Have Become or Ceased to be its Subsidiaries, Joint
Ventures or Associate Companies During the Year
No company became or ceased to be subsidiary or joint venture or associate company of
M/s. Manappuram Finance Limited during the Financial Year 2022-23.
23. Audit and Auditors Report
In compliance with the Reserve Bank of India's Guidelines on appointment of Statutory
Auditor (s) by Non-Banking Financial Company ("NBFC") vide Circular RBI/
2021-22/
25 Ref. No. DoS. CD.ARG/ SEC.01/ 08.91.001/ 2021-22 dated April 27, 2021 ("RBI
Guidelines") and pursuant to Section 139 of the Companies Act, 2013, the Members of
the Company appointed M/s. M S K A & Associates (ICAI Firm Registration No:105047W)
and M/s. S K Patodia & Associates (ICAI Firm Registration No:112723W) as the Joint
Statutory Auditors of the Company at the 29th Annual General Meeting held on
September 10, 2021 to hold office from conclusion of the 29th Annual General
Meeting till the conclusion of 32nd Annual General Meeting of the Company to
conduct the audit of accounts of the Company on such remuneration plus out of pocket
expenses, if any, as may be mutually agreed upon between the Board of Directors of the
Company and the said Joint Statutory
Auditors. The Joint Statutory Auditors holds a valid peer
review certificate as prescribed under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Auditors' Report to the Members for the year under
review is unmodified, i.e., it does not contain any qualification, reservation or adverse
remark or disclaimer, and the notes annexed to the Standalone and Consolidated financial
statements referred to in the Independent Auditors' Reports are self-explanatory and do
not call for any further comments. Further, there was no fraud reported by the Statutory
Auditors to the Audit Committee or Board of Directors of the Company under Section 143 the
Act.
Secretarial Audit
The Board appointed M/s. KSR & Co. Practicing Company Secretaries LLP, to conduct a
Secretarial Audit for the financial year 2022-23. Secretarial audit report for the year
ended on March 31, 2023 as provided by M/s. KSR & Co. Practicing Company Secretaries
LLP, Indus Chambers, Ground Floor, No.101, Government Arts College Road, Coimbatore -
641018, is annexed to this Report as Annexure - VI. The report does not contain any
qualifications, reservation, adverse remarks, or disclaimer. Further, no fraud has been
reported by the Secretarial auditors under Section 143 (14) of Companies Act 2013.
As per Regulation 24A (1) of the SEBI (Listing Obligation and Disclosure Requirements)
2015, the company does not have any unlisted material subsidiaries.
Information systems Audit
In terms of the Master Direction of the Information Technology Framework for the NBFC
Sector, NBFCs are required to have an information system audit at least once a year. In
compliance with the RBI Master Direction on the IT framework for the NBFC sector, we are
doing the Information Systems Audit at least once every year. For FY 2021 - 22, a system
audit was conducted by Deloitte Touche Tohmatsu India LLP. The areas audited were, inter
alia, user access management, patch management, business continuity and disaster recovery,
data protection, and the information security management system framework. The audit
revealed no major observations.
MAFIL has engaged PricewaterhouseCoopers (PwC) to conduct an IS audit for FY 2022-23.
The scope of the audit covers the effectiveness of the policies, IT systems, adequacy of
internal controls, the effectiveness of BCP and DR, compliance with legal and statutory
requirements, and the security testing of critical applications. IS Audit for FY 2022-23
is in progress.
24. Directors and Key Managerial Personnel
The Board of Directors of the Company is duly constituted, and none of the directors of
the Company is disqualified under the provisions of the Companies Act, 2013 and the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations 2015
Mr. Blangat Narayanan Raveendra Babu (DIN: 00043622), Non-Executive Non-Independent
Director, Ms. Sutapa Banerjee (DIN: 02844650), Independent Director, & Mr. Gautam Ravi
Narayan (DIN: 02971674), Non-Executive Non-Independent Director had resigned from the
directorship of the Company with effect from May 18, 2022, July 04, 2022 and April 04,
2023 respectively. The Board of Directors of the Company had appreciated the guidance and
contribution on various matters made by Mr. Blangat Narayanan Raveendra Babu, Ms. Sutapa
Banerjee, and Mr. Gautam Ravi Narayan during their tenure as Directors of the Company.
The Board of Directors of the Company based on the
recommendation of the Nomination, Compensation and Corporate Governance Committee at
their meeting held on September 23, 2022, has appointed Ms. Pratima Ram (DIN: 03518633) as
Woman Independent Director of the company subject to the approval of Members of the
company for a period beginning from September 23, 2022 to April 01, 2024 in the casual
vacancy caused due to the resignation of Ms. Sutapa Banerjee (DIN: 02844650). Thereafter,
on 10th December 2022, the members of the company passed Special Resolution
through Postal Ballot for appointment of Ms. Pratima Ram (DIN: 03518633) as Woman
Independent Director of the company for a period beginning from September 23, 2022 to
April 01, 2024.
The Board of Directors of the Company, based on the recommendation of the Nomination,
Compensation and Corporate Governance Committee at their meeting held on September 23,
2022, has appointed Adv. Veliath Pappu Seemanthini (DIN: 07850522) as additional director
(Non-Executive) of the Company, to be re-classified as an Independent Director of the
Company under Section 161 of the Companies Act, 2013 ("the Act") read with
applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), Articles of Association of the
Company and subject to the approval of Members of the company. In the said meeting the
Board further decided to appoint Dr. Sumitha Nandan (DIN: 03625120) as an Additional
Director (Executive) of the Company with effect from January 01, 2023 and recommended to
the Members for the appointment of Dr. Sumitha Nandan as Whole-time Director of the
Company for a period of five years with effect from January 01, 2023. Thereafter, on
February 03, 2023 the members of the company passed Special Resolutions through Postal
Ballot for the appointment of Adv. Veliath Pappu Seemanthini as a Non-Executive
Independent Director of the Company to hold office for a term of five consecutive years
with effect from December 23, 2022 to December 22, 2027, not subject to retirement by
rotation and Dr. Sumitha Nandan as a Whole-time Director of the Company to hold office for
a term of five consecutive years with effect from January 01, 2023, liable to retirement
by rotation.
Mr. Sekaripuram Ramanath BaLasubramanian (DIN: 03200547), Non-Executive Non-Independent
Director of the Company, will retire by rotation at the ensuing annual general meeting
(the 'AGM') and, being eligible, offers himself for re-appointment. In this regard, the
Board of Directors of the Company, based on the recommendation of Nomination, Compensation
and Corporate Governance Committee, recommended to the Members for re-appointment of Mr.
S.R BaLasubramanian (DIN: 03200547), as Non-Independent Non-Executive Director of the
Company by way of ordinary resolution. Hence, the proposal wiLL form part of the notice of
the 31st AGM, and the information about the Director seeking his re-appointment
as per Para 1.2.5 of the Secretarial Standards on General Meetings (i.e., SS - 2) and
Regulation 36 (3) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) ReguLations 2015 has been given in the notice convening the 31st
AGM.
There was no change in Key Managerial Persons of the Company during the financiaL
2022-2023 except for the re-appointment of Mr. V P Nandakumar (DIN: 00044512) in the
annuaL generaL meeting of the company heLd on August 25, 2022 as Managing Director and
Chief Executive Officer of the Company with effect from July 28, 2022 up to March 31,
2024, and the appointment of Dr. Sumitha Nandan (DIN: 03625120) by way of postal ballot
held on February 03, 2023 as a Whole-time Director of the Company to hold office for a
term of five consecutive years with effect from January 01, 2023.
25. Share Capital
The issued, subscribed, and paid-up Equity Share Capital
as on March 31, 2023 was '1,692.79 million, consisting of 846,394,729 Equity Shares of
the face value of '2 each, fully paid-up. There was no change in the Share Capital during
the year under review. As on March 31, 2023, none of the Directors of the Company holds
instruments convertible into equity shares of the Company.
Change in Nature of Business if any
There was no change in the nature of business during the financial year 2022-23.
26. Deposits
As you are aware, your Company had stopped accepting deposits from the public since the
financial year 2009-10 onwards. Your Company has converted itself into a non-deposit
taking Category 'B' NBFC. During the financial year 2022-23 the Company has not accepted
deposits as per Chapter V of the Act.
The Company has no unclaimed deposit as at March 31, 2023.
27. Compliance with NBFC Regulations
Your Company has generally complied with all the regulatory provisions of the Reserve
Bank of India applicable to Non-Banking Financial Company - Systemically Important
Non-Deposit taking Company. Further, constitution of Statutory Committees is in compliance
with the corporate governance provisions as specified in the master direction issued by
the Reserve Bank of India.
Your Company's total Capital Adequacy Ratio (CAR), as on March 31, 2023, stood at
31.70% as compared to 31.33% as on March 31, 2022, of the aggregate risk weighted assets
on balance sheet and risk adjusted value of the off-balance sheet items, which is well
above the regulatory requirement of minimum 15%.
The Tier 1 ratio as on March 31, 2023, improved to 31.70% as against 31.01% as on March
31, 2022. Your Company's overall gearing (Debt/ Tangible Net-worth) as on March 31, 2023,
improved to 2.14 as against 2.26 as on March 31,2022.
The Tier 2 ratio as on March 31, 2023, was Nil as against 0.32% as on March 31, 2022.
28. Compliance with Secretarial Standards of ICSI
Company has complied with Secretarial Standards-1 (SS-1) on Board meetings and
Secretarial Standards-2 (SS-2) on General meetings issued by the Institute of Company
Secretaries of India.
29. Qualification, Adverse Remarks Reservations by Auditors if Any
There are no Qualification, Adverse Remarks, Reservations by statutory Auditors in the
Independent Auditors Report and secretarial auditors in the Independent Auditors Report.
30. Employee Stock Option Scheme (ESOS)
To retain the best available talent, ensure long term commitment to the Company, and
encourage individual ownership, the Company has instituted employee stock options plans
from time to time.
Presently, the Company has the Employee Stock Option Scheme 2016 (ESOS-2016).
The disclosures in terms of 'Guidance note on accounting for employee share-based
payments' issued by ICAI and diluted EPS in accordance with Indian Accounting Standard
(Ind AS) 33 - Earnings Per Share are provided in Note 35 of Standalone Financial
Statements in this Annual Report.
The details related to stock option schemes as required under the SEBI (Share Based
Employee Benefits) Regulations read with the Securities and Exchange Board of India
Circular No. CIR/CFD/POLICY CELL/2/2015 dated June 16, 2015 are provided in Note 36 of the
Standalone Financial Statements. Further, the details are annexed to this report as
Annexure - VII and also made available on the Company's website at
https://www.manappuram.com/ investors/annual-reports.html
A certificate from M/s. KSR & Co. Practicing Company Secretaries LLP, Practicing
Company Secretaries, confirming that ESOS 2016 has been implemented in accordance with the
SEBI (Share Based Employee Benefits) Regulations and the respective resolutions passed by
the Company in General Meetings would be placed in the ensuing Annual General Meeting for
inspection by the Members.
31. Disclosure
Composition of the Corporate Social Responsibility
Committee and Audit Committee are detailed in the Corporate Governance Report.
32. Whistle Blower Policy and Vigil Mechanism
The Vigil Mechanism of the Company provides adequate safeguards against the
victimization of any directors or employees or any other person who avail the mechanism
and provides direct access through an e-mail, or dedicated telephone line or a letter to
the Chairperson and a Member of the Audit Committee.
No person has been denied access to the Chairman and a Member of the audit committee.
The company has ensured that its employees are aware of the content and procedure of the
policy and fully protected. The Whistle Blower Policy and Vigil Mechanism may be accessed
on the Company's website at the link: https://www.manappuram.com/public/uploads/
editor-images/files/whistle%20blower%20policy%20 May%202023%20%282%29.pdf
Further, there were no complaints reported during the financial year 2022-23.
33. Extract of Annual Return
I n accordance with the provisions of Section 92(3) of the Act, Annual return in
Form-MGT - 7 has been uploaded in
the website of the Company at https://www.manappuram. com/investors/annual-reports.html
34. Details of Adequacy of Internal Financial Controls and Internal Audit
The Company has put in place, well defined and adequate Internal Control System, and
Internal Financial Control (IFC) mechanism commensurate with size, scale, and complexity
of its operations to ensure control of entire business and assets. The internal audit
policy has been upgraded as Risk Based Internal Audit Policy based on the RBI Circular -
RBI/2020-21/88 (Ref. No. DoS. CO. PPG. / SEC.05/11.01.005/2020-21) dated February 03, 2021
and functioning of internal audit is also realigned as per the policy. The functioning of
controls is regularly monitored to ensure their efficiency in mitigating risks. A
comprehensive internal audit department functions in-house to continuously audit and
report gaps if any, in the diverse business verticals and statutory compliances
applicable.
During the year, Internal Financial Controls were reviewed periodically by the
management and Audit Committee. Key areas were subject to various statutory and internal
audits to review the adequacy and strength of IFC followed by the Company. As per the
assessment, Controls are strong and there are no major concerns. The internal financial
controls are adequate and operate effectively to ensure orderly and efficient conduct of
business operations.
Your Company has an independent internal audit function which carries out regular
internal audits to test the design, operations, adequacy, and effectiveness of its
internal control processes and to suggest improvements to the management. The Board of
Directors of your Company also appointed M/s. Deloitte, to provide co-sourced internal
audit services to assist the Management of the Company in the appraisal of its internal
control functions, recommend improvements in processes and procedures and surface
significant observations and recommendations for process improvements. Their observations
along with management response are periodically reviewed by the Audit Committee and the
Board and necessary actions are taken.
35. Listing with Stock Exchanges
Your Company confirms that it has paid the Annual Listing Fees for the financial year
2022-23 to BSE Limited and National Stock Exchange of India Limited where the Company's
securities are listed.
36. Sexual Harassment of Women at Workplace
During the year under review, there were seven (7) complaints filed with the Internal
Complaints Committee of the Company, pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the same were investigated
and resolved. No complaints were pending for more than 90 days during FY 2022-23.
The Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
37. Consolidated Financial Statements
In accordance with the Companies Act, 2013, the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Indian Accounting
Standard (Ind AS) 27 on Consolidated Financial
Statements, the audited consolidated financial statement is provided in the Annual
Report.
38. Credit Rating
The credit rating of the Non-Convertibte Debentures, Short-term & Long-term Bank
Facilities and Commercial Paper of the Company as on March 31, 2023, was as follows:
Name of Rating Agency |
Securities/ Instruments/ Loans, Credit Facilities, and other Borrowings |
Ratings |
BRICKWORK |
Non-Convertible debentures |
BWR AA (Stable) |
CRISIL |
Bank Loan Facility - Long term |
CRISIL AA/ Stable |
|
Bank Loan Facility - Short term |
CRISIL A1 + |
|
Non-Convertible Debenture |
CRISIL AA/Stable |
|
Commercial Paper |
CRISIL A1 + |
CARE |
Bank Loan Facility - Long Term |
CARE AA Stable |
|
Bank Loan Facility - Short Term |
CARE A1 + |
|
Non-Convertible Debentures |
CARE AA Stable |
|
Commercial Paper |
CARE A1 + |
39. Details of Auctions Held During the Year 2022-23
Additional disclosures as required by RBI NDSI Master Directions, 2016:
Year |
Number of Loan Accounts |
Principal Amount outstanding at the dates of auctions (A) ('in
million) |
Interest Amount outstanding at the dates of auctions (B) ('in
million) |
Total (A+B) ('in million) |
Value fetched ('in million) |
March 31, 2022 |
8,13,792 |
36,151.34 |
8,655.91 |
44,807.25 |
41,865.87 |
March 31, 2023 |
1,98,782 |
7,721.21 |
1,886.58 |
9,607.79 |
9790.01 |
Note: No sister concerns participated in the auctions held during the financial
year ended on March 31,2022 and March 31,2023.
40. Particulars of Employees and Related Disclosure
The particulars of employees and related disclosures are annexed herewith as Annexure -
VIII as per Section 197 of the Act.
41. Certificate on Corporate Governance
Certificate provided by KSR & Co., Practicing Company Secretaries LLP, Indus
Chambers, Ground Floor, No. 101, Govt. Arts College Road, Coimbatore - 641018 towards
compliance of the provisions of Corporate Governance, forms an integral part of this
Report and is given as Annexure - IX
42. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and the company's operations in future.
There are no significant and material orders passed by the regulators or courts or
tribunals during the year under review that would impact the going concern status of the
Company and its future operations.
43. Material changes and commitments affecting the financial position of the company
which have occurred between the end of the financial year to which the financial statement
relates and the date of the report.
There were no material changes and commitments, affecting the financial position of the
Company which occurred between the end of the financial year of the Company and the date
of the Directors' report.
44. Maintenance of Cost Records
The provision of Section 148 of the Act relating to maintenance of cost records and
cost audits is not applicable to the Company.
45. Acknowledgement
Your directors express sincere appreciation and gratitude to the employees of the
Company at all levels for their dedicated service and commitments, to the Reserve Bank of
India, Rating Agencies, Stock Exchanges, Debenture Trustees, RTA's, Depositories, Central
and State Governments and its statutory bodies for the support, guidance, and
co-operation. Your directors wish to thank the Customers, Investors, Shareholders,
Debenture holders, Bankers, Auditors, Scrutinizer and other financial institutions and
other stakeholders for the wholehearted support and confidence reposed on the Company.
|
For and on behalf of the Board of Directors |
|
Sd/- |
Place: Valapad |
Shailesh. J. Mehta |
Date: May 12, 2023 |
DIN: 01633893 |
|