Dear Members,
Your Directors have pleasure in presenting their Twenty Ninth Annual Report and the
Audited Statements of Accounts for the Financial Year ended March 31, 2023.
Financial Summary & Highlights:
Particulars |
Year Ended March 31, 2023 |
Year Ended March 31, 2022 |
|
( In Lakhs) |
( In Lakhs) |
Gross Income for the year |
583.61 |
489.28 |
Total Expenditure before Depreciation and Tax |
995.71 |
532.59 |
Profit /(Loss) before Depreciation |
(412.11) |
(43.31) |
Less: Depreciation |
35.37 |
23.94 |
Tax Provisions for the Year |
(44.40) |
88.35 |
Profit /(Loss) after Depreciation and Tax |
(403.08) |
(155.60) |
Other Comprehensive Income for the year |
(2.58) |
(6.52) |
Balance brought forward from previous year |
(1017.67) |
(855.55) |
Profit /(Loss) available for Appropriation |
(1423.33) |
(1017.67) |
Balance carried to Balance Sheet |
(1423.33) |
(1017.67) |
Dividend:
In the absence of profits, your Directors do not recommend payment of any dividend for
the Financial Year 2022-2023.
The Company doesnt have Dividend Distribution Policy as the provisions are not
applicable to the Company.
State of Companys Affairs:
Some highlights of your Companys performance during the year under review are:
• The gross loss (before depreciation and tax) for the year was 412.11 lakhs as
against 43.31 lakhs during the last year.
• Net loss after taxation for the year was 403.08 lakhs as against 155.60 lakhs in
the last year.
• The total asset under management was 271.72 Crore as against 218.23 Crore in the
last year.
Shriram Hybrid Equity Fund, launched in November 2013, delivered returns of 9.09% (at
the end of March 2023 on a CAGR basis) since inception, accompanied by lower levels of
volatility. Shriram Flexi Cap Fund, launched in September 2018, delivered returns of
10.22% (at the end of March 2023 on a CAGR basis) since inception. Shriram Long Term
Equity Fund, launched in January 2019, delivered returns of 12.10% (at the end of March
2023 on a CAGR basis) since inception. Shriram Balanced Advantage Fund, launched in July
2019, delivered returns of 9.58% (at the end of March 2023 on a CAGR basis) since
inception. Shriram Overnight Fund, launched in August 2022, delivered returns of 3.66% (at
the end of March 2023 on a CAGR basis) since inception.
Assets under management (AUM) for mutual funds reached 39.42 lakh crores on March 31,
2023, an increase of 4.93% from March 2022. The contributions through Systematic
Investment Plan (SIPs) in mutual fund continued to remain robust as it grew on a
year-on-year basis. The contribution stood at 1,55,972 crores (April - March), up by
25.21%. Investor perception about the advantages of SIPs has been strengthened by
increasing awareness of mutual funds through numerous initiatives and campaigns like
"Mutual Funds Sahi Hai".
Change in the Nature of Business:
There was no change in the nature of the business.
Share Capital:
As on March 31, 2023, the Authorized Share Capital of the Company was 127 crores
comprising of 23000000 Equity Shares of 10/- each, 500000000 Compulsory Convertible
Preference Shares of 1/- each and 5400000 Redeemable Non-Convertible Preference Shares of
100/- each.
During the financialyear under review, Companys paid-up share capital increased from
60,00,00,000/- to 60,44,32,200/- due to issuance of 443220 Equity Shares of 10/- each at
an issue price of 124.30/- each (including premium of 114.30/- per share) upon conversion
of 443220 convertible warrants issued on preferential basis to
Mission1 Investments LLC.
As on March 31, 2023, the issued, subscribed and paid up Share Capital of the Company
stood at 60,44,32,200/-(Rupees Sixty Crores Forty Four Lakhs Thirty Two Thousand and Two
Hundred Only) comprising of 6443220
(Sixty Four Lakhs Forty Three Thousand Two Hundred and Twenty) Equity Shares of 10/-
each, 500000000 (Fifty Crores) Compulsory Convertible Preference Shares of 1/- each
and 400000 (Four Lakhs) Redeemable Non-Convertible Preference Shares of 100/- each.
The required details with respect to the ‘Convertible Securities issued during
the Financial Year 2022-2023 have been provided in Corporate Governance Report.
The Company has not issued any shares with differential voting rights, Sweat equity
shares during the year.
Material Changes and Commitments:
No material changes or commitments affecting the financial position of the Company have
taken place from March 31, 2023 till the date of this report.
Particulars of Loans, Guarantees or Investments:
The details of the Investments and Loans covered under the provisions of Section 186 of
the Companies Act, 2013
("the Act") are given in the notes to the financial statements.
Cash Flow Statement:
The Cash Flow statement for the year 2022-2023 is attached to the Balance Sheet.
Directors:
Mr. Gaurav Patankar, was appointed as Director of the Company w.e.f. June 28, 2022,
liable to retire by rotation. He was designated as Vice Chairman of the Board w.e.f.
August 02, 2022. Mr. Marc Scott Irizarry and Mr. Prem Haroomal Samtani were
appointed as Independent Director of the Company for a period of 5 years w.e.f. June 28,
2022 and January 09, 2023 respectively. The Board is of the opinion that Mr. Marc Scott
Irizarry and Mr. Prem Haroomal Samtani have expertise and experience required for the role
of Independent Director in the Company.
Mr. Kartik Jain, was appointed as Managing Director and Chief Executive Officer for a
period of 3 years w.e.f. January 09, 2023, not liable to retire by rotation.
Mr. Dhruv Mehta who retires by rotation has offered himself for reappointment.
Necessary proposal for his reappointment has been included in the notice convening the AGM
and the said resolution is recommended for your approval. All the Independent Directors
have given declarations that they meet the criteria of independence as laid down under
Section 149(6) of the Act and Regulation 16 (1) (b) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, hereinafter
referred to as ‘Listing Regulations. In the opinion of the Board, they fulfil the
conditions of independence as specified in the Act and the Listing Regulations and are
independent of the management. Further, the Independent Directors have complied with the
Code for Independent Directors prescribed in Schedule IV to the Act.
Profile of the Director, as required under Regulation 36 of the Listing Regulations, is
given in the Notice of the 29thAnnual General Meeting.
Fixed Deposits:
During the year under report, your Company has not accepted any fixed deposits.
Board Evaluation:
Pursuant to the provisions of the Act and the Listing Regulations, the Board has
carried out an annual performance evaluation of its own performance and the Directors
individually as well as the evaluation of the working of its Committees. The manner in
which the evaluation has been carried out has been explained in the Corporate Governance
Report.
Policy on Directors Appointment and Remuneration:
The Board has framed a policy which lays down a framework in relation to remuneration
of Directors, Key Managerial Personnel and Senior Management of the Company.
The key features of the policy are as follows:
1. Criteria for appointment and removal of Director, Key Managerial Personnel and
Senior Management.
2. Criteria for performance evaluation.
3. Criteria for fixing the remuneration of Director, Key Managerial Personnel and
Senior Management.
The details of this policy are explained in the Corporate Governance Report and are
also available at www.shriramamc.in.
Meetings:
During the year 6 Board Meetings and 6 Audit Committee Meetings were convened and held.
The details of the meetings are given in the Corporate Governance Report. The gap between
the Meetings was within the period prescribed under the Act and as per Regulation 17(2)
and 18(2) of the Listing Regulations respectively.
Risk Management:
Pursuant to the requirement of Regulation 21 of the Listing Regulations, the Company
has constituted Risk Management Committee. The Company has in place a Risk Management
Policy, commensurate with its size of operations, which lays down a process for
identification and mitigation of risks that could materially impact its performance.
Corporate Social Responsibility:
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
Directors Responsibility Statement:
Pursuant to the provisions of Section 134(3)(c) of the Act, the Directors confirm that
to the best of their knowledge and belief: a) In the preparation of Annual Accounts and
Financial Statements for the year ended March 31, 2023, the applicable
Accounting Standards have been followed along with proper explanations relating to
material departures, if any; b) That such accounting policies as mentioned in Notes to the
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 Loss of the
Company for the year ended on that date; c) That proper and sufficientcare has been taken
for the maintenance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities; d) The Annual
Accounts have been prepared on an ongoing concern basis; e) That they have laid down
internal financial controls commensurate with the size of the Company and that such
financial controls were adequate and were operating effectively; f) That systems to ensure
compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.
Related Party Transactions:
All related party transactions of the Company are at arms length basis and are in the
ordinary course of business. None of the related party transactions entered into by the
Company were in conflict with the Companys interest. There are no materially significant
related party transactions made by the Company with Promoters, Directors or Key Managerial
Personnel etc. which may have potential conflictwith the interest of the Company at large.
Members approval for material Related Party Transaction, as defined under the Listing
Regulations shall be obtained at the ensuing Annual
General Meeting.
All Related Party Transactions are placed before the Audit Committee/Board, as
applicable, for their approval. The particulars of contracts or arrangements with related
parties in Form AOC -2 are annexed herewith as ‘Annexure A.
Significant and Material Orders Passed by the Regulators or Courts or Tribunals:
During the year under report, there were no significant material orders passed by the
Regulators/ Courts/ Tribunals impacting the going concern status and Companys operations
in future.
Internal Financial Controls and their adequacy:
The Company has put in place adequate internal financial controls with reference to the
Financial Statements commensurate with the size of the Company.
Disclosures: Audit Committee:
The Audit Committee comprises of Mr. Ramamurthy Vaidyanathan (Independent Director) as
Chairman, Mrs. Jayashree Mahesh (Independent Director) as Member and Mrs. Subhasri Sriram
(Non-Independent Director) as Member. All the recommendations made by the Audit Committee
were accepted by the Board.
Vigil Mechanism / Whistle Blower Policy:
As per the provisions of Section 177(9) of the Act, the Company is required to
establish a Vigil Mechanism for Directors and employees to report genuine concerns.
Regulation 4 (2) (d) (iv) of Listing Regulations also provides for establishment of vigil
mechanism for Directors and employees for above mentioned matters. The Company has a
Policy for Prevention, Detection and Investigation of Frauds and Protection of Whistle
blower. The detail of the Vigil Mechanism is posted on the website of the Company i.e.
www.shriramamc.in.
Establishment of Internal Complaints Committee:
The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. Internal Complaints Committee has been set up to redress complaints received
regarding sexual harassment. All employees (permanent, contractual, temporary, trainees)
are covered under this policy. No complaints of sexual harassment were received during the
year.
Auditors and Auditors Report:
The Companys Statutory Auditors, M/s. G. D. Apte & Co., (Firm Registration No.
100515W) CharteredAccountants,Mumbai,wereappointedas
StatutoryAuditorsoftheCompany,forthesecondtermoffiveconsecutive years at the 28rd
Annual General Meeting held on July 28, 2022 on a remuneration mutually agreed upon by the
Board of Directors and the Statutory Auditors.
Pursuant to the amendments made to Section 139 of the Act, by the Companies (Amendment)
Act, 2017 effective from May 07, 2018, the requirement of seeking ratification of the
Members for the appointment of the Statutory Auditors has been withdrawn from the Statute.
In view of the above, ratification by the Members for continuance of their appointment
at this AGM is not being sought. The Statutory Auditors have given a confirmation to the
effect that they are eligible to continue with their appointment and that they have not
been disqualified in any manner from continuing as StatutoryAuditors.
The Notes on financial statement referred to in the Auditors Report are
self-explanatory and do not call for any comments. The Auditors Report does not contain
any qualification, reservation or adverse remark.
No fraud has been reported by the Auditors to the Audit Committee or the Board.
Secretarial Audit:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed Mr. Suhas S.
Ganpule, Practising Company Secretary, Proprietor of M/s. SG & Associates, to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed
herewith as "Annexure B". The Secretarial Audit Report does not contain
any qualification, reservation or adverse remark.
14
Subsidiaries, Joint Ventures or Associate Companies:
During the year under report ‘Shriram Asset Reconstruction Private Limited become
associate of the Company. The Company does not have any subsidiary or joint venture.
Corporate Governance:
The Report on Corporate Governance forms part of the Directors Report and is annexed
herewith.
As required by the Listing Regulations, Practicing Company Secretarys Report on
Corporate Governance and a declaration by the Chief Executive Officer with regards to Code
of Conduct are attached to the said Report.
The Management Discussion and Analysis Report is given as a separate statement forming
part of the Annual Report.
As required under Listing Regulations, a detailed report on Corporate Governance along
with the Certificate from the Practising Company Secretary confirming compliance forms an
integral part of this Report and certificate duly signed by the Managing Director &
Chief Executive Officer and Chief Financial Officer (CFO) on the Financial Statements of
the Company for the year ended March 31, 2023 was submitted to the Board of Directors at
their Meeting held on May
09, 2023. These certificates are attached to the Report on Corporate Governance.
Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:
1. Conservation of Energy
The Company has no activity involving Conservation of Energy.
2. Technology Absorption
The Company has no activity involving Technology Absorption.
3. Foreign Exchange earnings and outgo
The Company did not have any foreign exchange earnings or outgo during the year under
review.
Annual Return:
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with
Rule 12 of the Companies
(Management and Administration) Rules, 2014, the draft of the Annual Return of the
Company for the financial year
March 31, 2023 is uploaded on the website of the Company and can be accessed at
www.shriramamc.in
Compliance with Secretarial Standards:
The Board of Directors affirms that the Company has complied with the applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (SS1 and
SS2) respectively relating to Meetings of the Board and its Committees which have
mandatory application.
Amount, if any, proposed to transfer to reserves:
The Company has made no transfers to reserves during FY 2022-2023.
Employee Stock Option Plan (ESOP):
Pursuant to the approval of the Members at the Extraordinary General Meeting held on
March 02, 2022, the Company adopted the ‘Shriram Asset Management Company Limited -
Employees Stock Option Plan 2022(ESOP 2022). In accordance with the terms of the ESOP
2022, employees are eligible for award of conditional rights to receive equity shares of
the Company at the face value of 10/- each. The Company confirms that the ‘ESOP 2022
complies with the provisions of SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021.
The statement of detailed information on the options granted and vested under Companys
ESOP Plan is provided under Annexure C to this report.
There is no material change in the Plan and is in compliance with the regulations.
The details of the Plan, including terms of reference, and the requirement specified
under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, are https://www.shriramamc.in/Reports.aspx
The Secretarial Auditors have certified that the ESOP Scheme has been implemented in
accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 and in accordance with the resolution passed by the members. The said certificate is
annexed herewith as"Annexure D" to this Report.
Particulars of Employees:
During the year under report, on the basis of recommendation of the Nomination and
Remuneration Committee, Board of Directors appointed Mr. Kartik Jain as Managing Director
& CEO and also fixed his remuneration. The same was approved by the shareholders by
Postal Ballot.
The details required as per Rule 5 (1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure E".
As per the provisions of Section 136(1) of the Act, the Annual Report excluding the
information required as per Rule 5 (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 on employees particulars is being sent to the members
which is, however, available for online inspection during working hours of the Company up
to the date of the ensuing Annual General Meeting. If any Member is interested in
obtaining such information may write to the Company Secretary in this regard.
Transfer to Investor Education and Protection Fund:
The Company does not fall under the ambit for transferring any amount to the Investor
Education & Protection Fund
(IEPF) and no amount is lying in Unpaid Dividend A/c of the Company.
Credit ratings:
The Company has not obtained any credit rating during the Financial Year 2022-2023.
Maintenance of Cost Records:
Your Company is not required to maintain the Cost Records as specified by the Central
Government under Section 148
(1) of the Act.
Application under Insolvency and Bankruptcy Code, 2016:
During the year under report, your Company has not made any application and there are
no proceedings pending under the Insolvency and Bankruptcy Code, 2016.
One Time Settlement:
During the year under report, your Company has not done any one time settlement with
Bank or Financial Institution.
Acknowledgement:
The Board of Directors take this opportunity to express their sincere appreciation for
the excellent support and co-operation received from the Securities and Exchange
Board of India, Association of Mutual Funds of India, Stock Exchange Authorities,
Auditors, Bankers, Distributors, other Service providers and Board of Trustees of Shriram
Mutual Fund.
The Directors wish to place on record the continued enthusiasm, total commitment,
dedication and efforts of the employees of the Company at all levels.
We are also deeply grateful to the Shareholders of the Company and also to the large
body of investors of scheme of
Shriram Mutual Fund for the continued confidenceand the faith reposed in the Fund and
look forward to their continued patronage.
By Order of the Board For
Shriram Asset Management Company Limited
Place: Chennai
Ramamurthy Vaidyanathan
Date: May 09, 2023
Chairman
DIN No. 00221577
+91-9892691696
