Annual Report
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Annual Reports
Intimations
FY 2022-23
FY 2021-22
FY 2020-21
FY 2019-20
FY 2018-19
Corporate Governance
The
Asset
Liability
Management
Committee
comprises
as
under:
Mr.
Manoj
PasanghaCheif
Business
Officer
| Name of Directors | Designation |
|---|---|
| Mr. Venkatesh N | Managing Director |
| Mr. T Anantha Kumar | Chief Financial Officer |
| Mr. Sabari Krishna | Chief Risk Officer |
| Mr. Naveen Kumar Mallik | Chief Operating Officer |
| Mr. Aditya Shetty | Treasury Head |
The
role
of
the
ALCO
would
be
to
analyze,
monitor,
review
and
discuss
the
risk
profile
of
the
company.
Terms
of
Reference
of
Asset
Liability
Management
Committee
(ALCO)
includes
the
following:
1.
Liquidity
risk
management
2.
Management
of
market
risks
3.
Funding
and
capital
planning
4.
Interest
Rates
and
Capital
Adequacy
scenario
5.
Forecasting
and
analyzing
‘What
if
scenario’
&
and
preparation
of
contingency
plans
Asset
Liability
Mismatch
6.
Profit
planning
and
growth
projection
7.
Inter
corporate
deposits/loans
between
group
companies
and
their
transfer
pricing
mechanism
The
ALCO
shall
also
discuss
the
impact
of
various
changes
in
the
market
conditions
on
the
balance
sheet
and
actions
for
implementation.
The
recommendations
of
the
ALCO
shall
be
placed
at
the
Board
Level
ALCO
periodically.
The
committee
shall
discuss
on
the
following
aspects:
Bond
market
update,
Analysis
of
Cost
of
funds,
BenchMark
Rates
–
MCLR,
With
reference
to
market
update
–
Repo,
Reverse
Repo,
CRR,
SLR
and
Bank
Rate
(MCLR).
Borrowing
Profile.
Rating.
Capital
requirement.
and
other
connected
manners.
The
scope of
the
Audit
Committee
prepared
under
provisions
of the
Companies
Act,
2013,
provisions
of SEBI
(Listing
Obligation
and
Disclosure
Requirement)
Regulations,2015
and the
guidelines
issued
by the
Reserve
Bank of
India on
Corporate
Governance
of NBFC.
The
Audit
Committee
Comprises
as
Under:
| Name of Directors | Designation |
|---|---|
| Mr. Vikraman Ampalakkat | Independent Director |
| Mr. Badrinarayanan Seshadri | Independent Director |
| Mr. Monu Ratra | Non-Executive Director |
A. The
role of
the
audit
committee
shall
include
the
following:
1.
Oversight
of the
Company’s
financial
reporting
process
and the
disclosure
of its
financial
information
to
ensure
that the
financial
statement
is
correct,
sufficient
and
credible.
2.
Recommendation
for
appointment,
remuneration
and
terms of
appointment
of
auditors
of the
Company.
3.
Approval
of
payment
to
statutory
auditors
for any
other
services
rendered
by the
statutory
auditors.
4.
Reviewing,
with the
management,
the
annual
financial
statements,
and
auditor’s
report
thereon
before
submission
to the
board
for
approval,
with
particular
reference
to: (a)
matters
required
to be
included
in the
director’s
responsibility
statement
to be
included
in the
board’s
report
in terms
of
clause
(c) of
sub-section
(3) of
Section
134 of
the
Companies
Act,
2013.
(b)
changes,
if any,
in
accounting
policies
and
practices
and
reasons
for the
same.
(c)
major
accounting
entries
involving
estimates
based on
the
exercise
of
judgment
by
management.
(d)
significant
adjustments
made in
the
financial
statements
arising
out of
audit
findings.
(e)
compliance
with
listing
and
other
legal.
requirements
relating
to
financial
statements.
(f)
disclosure
of any
related
party
transactions.
(g)
modified
opinion(s)
in the
draft
audit
report.
5.
Reviewing,
with the
management,
the
quarterly
financial
statements
before
submission
to the
Board
for
approval.
6.
Reviewing,
with the
management,
the
statement
of uses
/
application
of funds
raised
through
an issue
(public
issue,
rights
issue,
preferential
issue,
etc.),
the
statement
of funds
utilized
for
purposes
other
than
those
stated
in the
offer
document
/
prospectus
/ notice
and the
report
submitted
by the
monitoring
agency
monitoring
the
utilisation
of
proceeds
of a
public
or
rights
issue,
and
making
appropriate
recommendations
to the
board to
take up
steps in
this
matter.
7.
Reviewing
and
monitoring
the
auditor’s
independence
and
performance,
and
effectiveness
of audit
process.
8.
Approval
or any
subsequent
modification
of
transactions
of the
listed
entity
with
related
parties.
9.
Scrutiny
of
inter-corporate
loans
and
investments.
10.
Valuation
of
undertakings
or
assets
of the
listed
entity,
wherever
it is
necessary.
11.
Evaluation
of
internal
financial
controls
and risk
management
systems.
12.
Reviewing,
with the
management,
performance
of
statutory
and
internal
auditors,
adequacy
of the
internal
control
systems.
13.
Reviewing
the
adequacy
of
internal
audit
function,
if any,
including
the
structure
of the
internal
audit
department,
staffing
and
seniority
of the
official
heading
the
department,
reporting
structure
coverage
and
frequency
of
internal
audit.
14.
Discussion
with
internal
auditors
of any
significant
findings
and
follow
up there
on. 15.
Reviewing
the
findings
of any
internal
nvestigations
by the
internal
auditors
into
matters
where
there is
suspected
fraud or
irregularity
or a
failure
of
internal
control
systems
of a
material
nature
and
reporting
the
matter
to the
board.
16.
Discussion
with
statutory
auditors
before
the
audit
commences,
about
the
nature
and
scope of
audit as
well as
post-audit
discussion
to
ascertain
any area
of
concern.
17. To
look
into the
reasons
for
substantial
defaults
in the
payment
to the
depositors,
debenture
holders,
shareholders
(in case
of
non-payment
of
declared
dividends)
and
creditors.
18. To
review
the
functioning
of the
whistle
blower
mechanism.
19.
Approval
of
appointment
of chief
financial
officer
after
assessing
the
qualifications,
experience
and
background,
etc. of
the
candidate.
20.
Carrying
out any
other
function
as is
mentioned
in the
terms of
reference
of the
audit
committee.
21.
Reviewing
the
utilization
of loans
and/ or
advances
from/investment
by the
holding
company
in the
subsidiary
exceeding
rupees
100
crore or
10% of
the
asset
size of
the
subsidiary,
whichever
is lower
including
existing
loans /
advances
/
investments
existing
as on
the date
of
coming
into
force of
this
provision.
22.
Consider
and
comment
on
rationale,
cost-benefits
and
impact
of
schemes
involving
merger,
demerger,
amalgamation
etc., of
the
company
and its
shareholders.
B.
Reviewing
the
following
information:
1.
Management
discussion
and
analysis
of
financial
condition
and
results
of
operations.
2.
Statement
of
significant
related
party
transactions
(as
defined
by the
audit
committee),
submitted
by
management.
3.
Management
letters
/
letters
of
internal
control
weaknesses
issued
by the
statutory
auditors.
4.
Internal
audit
reports
relating
to
internal
control
weaknesses.
5. The
appointment,
removal
and
terms of
remuneration
of the
internal
auditor
shall be
subject
to
review
by the
audit
committee.
The
Corporate
Social
Responsibility
Committee
has
been
reconstituted
as
per
the
requirements
of
Section
135
of
the
Companies
Act,
2013.
The
CSR
Committee
comprises
as
under
| Name of Directors | Designation |
|---|---|
| Mr. Venkatesh N | Managing Director |
| Mr. Shivaprakash Deviah | Whole-time Director |
| Ms. Malini Eden | Independent Director |
| Mr. Ashwini Kumar | Chief People Officer |
The
role
of
CSR
committee
includes
the
following:
1.
Formulating
and
recommending
to
the
Board,
an
annual
action
plan
in
pursuance
of
its
CSR
Policy.
2.
Monitoring
the
list
of
CSR
projects
or
programmes
that
are
approved
to
be
undertaken
in
areas
or
subjects
specified
in
Schedule
VII
of
the
Act.
3.
Planning
the
manner
of
execution
of
such
projects
or
programmes
as
specified
in
the
Companies
Act
2013.
4.
Reviewing
the
modalities
of
utilisation
of
funds
and
implementation
schedules
for
the
projects
or
programmes.
5.
Monitoring
and
reporting
mechanism
for
the
projects
or
programmes.
6.
Any
other
matter
as
prescribed
by
the
Companies
Act
2013
or
any
other
statutory
or
regulatory
body
or
as
may
be
delegated
by
Board
to
the
committee
from
time
to
time.
The
Issuance
and
Allotment
Committee
comprises
as
under.
| Name of Directors | Designation |
|---|---|
| Mr. Venkatesh N | Managing Director |
| Mr. Shivaprakash Deviah | Whole-time Director |
The role
of Issue
and
Allotment
Committee
are as
follows,
1. To
approve
Issuance
and
Allotment
of
Securities
and
related
documents
required
for
issue
and
allotment
of
securities.
2. Such
other
powers
as may
be
delegated
by the
Board
from
time to
time.
The
IT
Strategy
Committee
comprises
as
under.
| Name of Directors | Designation |
|---|---|
| Mr. Shivaprakash Deviah | Whole-time Director |
| Mr. Badrinarayanan Seshadri | Independent Director |
The
role
of
IT
Strategy
committee
includes
the
following,
1.
Reviewing
the
results
of
and
progress
in
implementation
of
the
decisions
made
in
the
previous
meetings.
2.
Review
and
amend
IT
Strategies
in
line
with
corporate
strategies,
Board
policy
reviews,
cyber
security
arrangements
and
matters
related
to
IT
governance.
3.
Ascertaining
that
management
has
implemented
processes
and
practices
that
ensure
that
the
IT
delivers
value
to
the
business
4.
Information
Security
updates
5.
Review
of
Information
Security
Audit
report
6.
Information
Security
Risk
Assessment
7.
Any
other
matter
as
prescribed
by
RBI
or
any
other
statutory
or
regulatory
body
or
as
may
be
delegated
by
Board
to
the
committee
from
time
to
time.
The
scope
of
the
Nomination
&
Remuneration
Committee
prepared
under
provisions
of
the
Companies
Act,
2013,
provisions
of
SEBI
(Listing
Obligation
and
Disclosure
Requirement)
Regulations,2015
and
the
guidelines
issued
by
the
Reserve
Bank
of
India
on
Corporate
Governance
of
NBFC.
The
Nomination
&
Remuneration
Comprises
as
Under:
| Name of Directors | Designation |
|---|---|
| Mr. Ramanathan Annamalai | Independent Director |
| Mr. Badrinarayanan Seshadri | Independent Director |
| Mr. Vikraman Ampalakkat | Independent Director |
| Mr. Monu Ratra | Non-Executive Director |
Terms
of
Reference
of
Nomination
&
Remuneration
Committee
are
as
below:
(1).
Formulation
of
the
criteria
for
determining
qualifications,
positive
attributes
and
independence
of
a
director
and
recommend
to
the
board
of
directors
a
policy
relating
to,
the
remuneration
of
the
directors,
key
managerial
personnel
and
other
employees.
1A.
For
every
appointment
of
an
independent
director,
the
Nomination
and
Remuneration
Committee
shall
evaluate
the
balance
of
skills,
knowledge
and
experience
on
the
Board
and
on
the
basis
of
such
evaluation,
prepare
a
description
of
the
role
and
capabilities
required
of
an
independent
director.
The
person
recommended
to
the
Board
for
appointment
as
an
Independent
director
shall
have
the
capabilities
identified
in
such
description.
For
the
purpose
of
identifying
suitable
candidates,
the
Committee
may:
a.
use
the
services
of
an
external
agencies,
if
required.
b.
consider
candidates
from
a
wide
range
of
backgrounds,
having
due
regard
to
diversity.
c.
consider
the
time
commitments
of
the
candidates.
(2)
Formulation
of
criteria
for
evaluation
of
performance
of
independent
directors
and
the
board
of
directors.
(3)
Devising
a
policy
on
diversity
of
board
of
directors.
(4)
Identifying
persons
who
are
qualified
to
become
directors
and
who
may
be
appointed
in
senior
management
in
accordance
with
the
criteria
laid
down,
and
recommend
to
the
board
of
directors
their
appointment
and
removal.
(5)
Whether
to
extend
or
continue
the
term
of
appointment
of
the
independent
director,
on
the
basis
of
the
report
of
performance
evaluation
of
independent
directors.
(6)
Recommend
to
the
board,
all
remuneration,
in
whatever
form,
payable
to
senior
management.
The
Resourcing
and
Business
Committee
comprises
as
under.
| Name of Directors | Designation |
|---|---|
| Mr. Venkatesh N | Managing Director |
| Mr. Shivaprakash Deviah | Whole-time Director |
The
role
and
terms
of
reference
of
Resourcing
and
Business
Committee
are
as
follows:
1 To
establish
current
and
other
banking
accounts
with
various
banks
to
specify
and
change
the
authorized
signatories
and
their
transaction
limits
to
the
said
banking
accounts;
to
close
current
and
other
banking
accounts.
2
Any
unsecured
loans
to
be
given
by
the
Company
other
than
staff
loan
advances
to
be
approved
by
the
Resourcing
&
Business
Committee.
3
Any
secured
loan
to
be
given
by
the
Company
including
Housing
loans,
loans
against
property,
SME
loans
and
other
loans
exceeding
Rs.
1
crore
to
be
approved
by
Resourcing
&
Business
Committee.
4 To
consider
and
approve
transactions/proposal/arrangements
for
sale/
assignment/
securitization
of
the
loan
receivables/
book
debts
of
the
Company
on
such
terms
and
conditions
as
it
thinks
fit.
5
Approving
the
investment
policy
for
the
Company
and
its
amendment
and/or
modification
from
time
to
time.
6
Borrowing
such
sum
or
sums
of
moneys
and
for
availing
all
kinds
and
types
of
loans
facilities
from
time
to
time,
upto
sum/
limit
as
may
be
fixed
by
Board
of
Directors/
Shareholders
for
and
behalf
of
the
Company,
from
its
directors,
shareholders,
banks,
NBFCs,
financial
institutions,
companies,
firms,
bodies
corporate
or
from
any
other
person
as
may
be
permitted
under
applicable
laws
whether
unsecured
or
secured
by
mortgage,
charge,
hypothecation
or
lien
or
pledge
of
the
Company’s
assets
and/or
properties
whether
movable
or
immovable
including
stocks
fixed
assets
book
debts
and
to
create
security
over
the
assets
and/or
properties
of
the
Company
in
relations
to
such
borrowings.
7.
To
provide
Declarations,
Undertakings,
Warranties
and
any
other
documents
to
Regulators,
Lenders
and
such
other
persons
as
the
committee
deems
fit
and
as
maybe
required
from
time
to
time
for
smooth
functioning
and
expansion
of
the
business
of
the
company.
8.
In
connection
with
the
above,
to
authorize
affixing
the
common
seal
of
the
Company
in
accordance
with
the
manner
laid
down
in
the
Articles
of
Association
and
to
authorize
taking
the
Common
seal
out
of
the
registered
office
of
the
Company.
9.
Review
various
fund-raising
options
including
issuance
of
debentures,
subordinated
debt,
debt
instruments
and
other
security
as
required
from
time
to
time
and
give
its
recommendations
to
the
Board.
10.
Authorize
directors/employees
of
the
company
to
sign
the
rental
agreements,
service/
product
loan
agreements
and
any
other
agreement
as
may
be
required
from
time
to
time
for
day
to
day
management
of
the
affairs
of
the
Company.
11.
Authorize/Engage
an
any
employees/professional/lawyers
or
any
other
official
of
the
Company
whoever
the
committee
may
think
fit
for
the
following
purpose:
> To
file
complaint(s),
suit(s),
plaint(s),
appeals(s),
memo(s),
revision(s)
and
all
other
connected
proceeding(s)
arising
out
of
or
in
connection
with
any
of
the
Court
proceeding(s)
for
and
on
behalf
of
the
Company
before
any
Court
of
law,
whether
Civil
or
Criminal
and
to
accept
service
of
any
summons
or
other
legal
processes
on
behalf
of
the
company
for
the
aforesaid
purpose;
> To
appear
for
and
on
behalf
of
the
Company
as
may
be
required
before
all
Court(s),
Magistrate(s),
Judicial
Officer(s),
Quasi-Judicial
Authorities
or
other
Public
Officers
and
Quasi-Judicial
Authorities
for
the
aforesaid
purposes.
> To
produce
or
summon
or
receive
back
documentary
evidence
and
to
deposit
money
vide
account
payee
cheque
or
Demand
drafts
for
any
amount
on
behalf
of
the
Company
for
the
aforesaid
purpose
> To
sign,
declare,
verify
and
affirm
complaint(s),
suit(s),
plaint(s),
written
statement(s),
application(s),
petition(s),
representation(s),
submission(s),
claim(s),
counter
claim(s),
affidavit(s),
appeals(s),
memo(s),
revision(s)
cross
objection(s)
and
other
document(s)
for
and
on
behalf
of
the
Company
and
to
appear
before
any
Judge,
Magistrate
or
officers
empowered
by
law
to
hear
any
suit
or
matter
concerning
the
Company.
>
Authorising
official
of
the
Company
to
appear
on
behalf
of
the
Company
before
various
regulatory
and
law
enforcing
authorities’/government
department/local
administration
or
authority/market
intermediaries
under
applicable
laws,
rules
and
regulations
and
submit
documents
undertaking,
affidavits,
papers
etc.
> To
do
such
other
things
as
may
be
required
to
do
for
the
aforesaid
purposes.
12.
Such
other
powers
as
may
be
delegated
by
the
Board
from
time
to
time.
The
scope
of
the
Risk
Management
Committee
prepared
under
provisions
of
SEBI
(Listing
Obligation
and
Disclosure
Requirement)
Regulations,2015
and
the
guidelines
issued
by
the
Reserve
Bank
of
India
on
Corporate
Governance
of
NBFC.
The
company
has
constituted
a
Risk
Management
Committee
to
oversee
risk
management
function
performed
by
the
management,
define
and
review
the
framework
for
identification,
assessment,
monitoring,
mitigation
and
reporting
of
risks.
The
Risk
Management
Committee
comprises
as
under:
| Name of Directors | Designation |
|---|---|
| Mr. Shivaprakash Deviah | Whole-time Director |
| Mr. Ramanathan Annamalai | Independent Director |
| Mr. Monu Ratra | Non-Executive Director |
The
role
of
the
committee
shall,
inter
alia,
include
the
following:
1.
To
formulate
a
detailed
risk
management
policy
which
shall
include:
a. A
framework
for
identification
of
internal
and
external
risks
specifically
faced
by
the
listed
entity,
in
particular
including
financial,
operational,
sectoral,
sustainability
(particularly,
ESG
related
risks),
information,
cyber
security
risks
or
any
other
risk
as
may
be
determined
by
the
Committee.
b.
Measures
for
risk
mitigation
including
systems
and
processes
for
internal
control
of
identified
risks.
c.
Business
continuity
plan.
2.
To
ensure
that
appropriate
methodology,
processes
and
systems
are
in
place
to
monitor
and
evaluate
risks
associated
with
the
business
of
the
Company.
3.
To
monitor
and
oversee
implementation
of
the
risk
management
policy,
including
evaluating
the
adequacy
of
risk
management
systems.
4.
Risk
Management
Committee
of
the
Board
shall
oversee
the
integration
of
all
Enterprise
wide
risks.
5.
Risk
Management
Committee
of
the
Board
(RMCB)
shall
monitor
the
risk
framework
and
promote
effective
management
of
all
risk
categories,
and
foster
the
establishment
and
maintenance
of
an
effective
risk
culture
throughout
the
Company.
6.
Ensure
establishment
of
risk
appetite
for
the
Company.
7.
To
periodically
review
the
risk
management
policy,
at
least
once
in
two
years,
including
by
considering
the
changing
industry
dynamics
and
evolving
complexity.
8.
To
keep
the
board
of
directors
informed
about
the
nature
and
content
of
its
discussions,
recommendations
and
actions
to
be
taken.
9.
The
appointment,
removal
and
terms
of
remuneration
of
the
Chief
Risk
Officer
(if
any)
shall
be
subject
to
review
by
the
Risk
Management
Committee.
The
Risk
Management
Committee
shall
coordinate
its
activities
with
other
committees,
in
instances
where
there
is
any
overlap
with
activities
of
such
committees,
as
per
the
framework
laid
down
by
the
board
of
directors.
The
Stakeholders
Relationship
Committee
comprises
as
under:
| Name of Directors | Designation |
|---|---|
| Mr. Venkatesh N | Managing Director |
| Mr. Vikraman Ampalakkat | Independent Director |
| Mr. Ramanathan Annamalai | Independent Director |
The
role
of
the
committee
shall
include
the
following: 1.
Resolving
the
grievances
of
the
security
holders
of
the
listed
entity
including
complaints
related
to
transfer/transmission
of
shares,
non-receipt
of
annual
report,
non-receipt
of
declared
dividends,
issue
of
new/duplicate
certificates,
general
meetings
etc.
2.
Review
of
measures
taken
for
effective
exercise
of
voting
rights
by
shareholders.
3.
Review
of
adherence
to
the
service
standards
adopted
by
the
listed
entity
in
respect
of
various
services
being
rendered
by
the
Registrar
&
Share
Transfer
Agent.
4.
Review
of
the
various
measures
and
initiatives
taken
by
the
listed
entity
for
reducing
the
quantum
of
unclaimed
dividends
and
ensuring
timely
receipt
of
dividend
warrants/annual
reports/statutory
notices
by
the
shareholders
of
the
company.
POLICIES, PROCEDURES AND OTHER TERMS
RBI Compliance Disclosures
Other Information
Registrar & Transfer Agent
Link Intime India Pvt. Ltd AT C-13, Pannalalsilk Mills Compound,
LBS Marg, Bhandup (West),
Mumbai 400 078
Phone: +91 22 491860001
Extn: 2423
Fax: +91 22 49186060
Cell: 7498979128
Email Id: avani.ghate@linkintime.co.
Debenture Trustee
Catalyst Trusteeship Ltd. (Formerly known as GDA Trusteeship Ltd)
GDA House, Plot No. 85,
Bhusari Colony (Right),
Paud Road, Pune – 411038.
Phone No. : 020 – 2528 0081
Fax No. : 020 – 25280275
Email : dt@gdatrustee.com Website : www.gdatrustee.com Vistra ITCL (India) Limited
(Formerly IL&FS Trust Company Limited)
The IL&FS Financial Centre,
Plot C- 22, G Block, 7th Floor
Bandra Kurla Complex, Bandra (East),
Mumbai 400051.
Tel:+9104424313234
Phone No. : +919962030499 Website : www.vistraitcl.com
Beacon Trusteeship Limited 4C, Siddhivinayak Chambers,
Opp MIG Cricket Club,
Kala Nagar, Bandra,
Mumbai, Maharashtra 400051
Phone No. 09819048286
Email ID: paridhi@beacontrustee.co.
Website: beacontrustee.co.in
Head Investor Relationship Officer
Mr. Manoranjan Biswal
Company Secretary & Compliance Officer
Contact: 080-42913510
MLD valuation
2022
2021
IRDAI
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