Aditya Birla Money Ltd Directors Report.

Dear Members,

The Board of Directors of Aditya Birla Money Limited is pleased to present the 24th Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2020:

FINANCIAL HIGHLIGHTS

(Rs. in Crore)

Financial Year 2019-20 Financial Year 2018-19
Revenue from Operations 166.66 168.05
Other Income 7.08 3.61
Total Income 173.74 171.66
Profit Before Tax 16.50 14.00
Tax Expenses 4.52 4.01
Profit for the year 11.98 9.99
Other Comprehensive Income (0.92) 0.25
Total Comprehensive Income for the year 11.06 10.24
Earnings per equity share (in Rs.): (Face Value of Re.1/- each)
Basic 2.13 1.78
Diluted 2.13 1.77

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 and the Companies (Indian Accounting Standards) Rules, 2015.

RESERVES

The Company does not propose to carry any amount to the reserves.

DIVIDEND

In order to conserve cash for Companys operations, your Directors do not recommend any dividend for the year under review.

COVID-19 IMPACT ASSESSMENT

The novel coronavirus (Covid-19) pandemic continues to spread rapidly across the globe including India. The outbreak was identified in China and on March 11, 2020, the Covid-19 outbreak was declared a global pandemic by the World Health Organization. Covid-19 has taken its toll on not just human life, but business and financial markets too. Various governments have introduced a variety of measures to contain the spread of the virus. The Indian government had announced countrywide lockdown which is continued at present.

In this nation-wide lock-down period, though all the services across the nation were suspended (except the specified essential services), some establishments including securities market intermediaries could operate and were exempted from the lock-down.

The management has, at the time of approving the financial statements, assessed the potential impact of the Covid-19 on the Company. Barring any future Covid-19 related escalations, based on the current assessment, the management is of the view that impact of Covid-19 on the operations of the Company and the carrying value of its assets and liabilities is not likely to be material.

STATE OF THE COMPANYS AFFAIRS

Information on the operational and financial performance, among others, is provided in the Management Discussion and Analysis Report which forms part of the Annual Report.

HOLDING COMPANY

Aditya Birla Capital Limited is the Holding Company of the Company.

CREDIT RATING

CRISIL Limited and India Ratings and Research Private Limited have assigned ratings of CRISIL A1+ and IND A1+ for the Commercial Paper Programme of the Company for an amount of Rs.500 Crore.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts and arrangements with related parties have been entered into by the  Company in its ordinary course of business and at arms length. The particulars of such contracts and arrangements with related parties are given in notes to the Financial Statements, forming part of this Annual Report.

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place the Policy on dealing with Related Party Transactions which is available on its website at the link: https://stocksandsecurities.adityabirlacapital.com/about-us/investor.

SHARE CAPITAL

As at March 31, 2020, the paid-up Equity Share Capital of the Company stood at Rs.5.63 Crore consisting of 5,63,01,357 Equity Shares of Re.1/- each. The Company has 10,00,000 8% Redeemable Non-Convertible Non-Cumulative Preference Shares of Rs.100/- each outstanding as on March 31, 2020.

EMPLOYEE STOCK OPTIONS

Disclosure pursuant to Section 62(1)(b) of the Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and Securities Exchange Board of India (Share Based Employee Benefits) Regulations, 2014:

The Company had formulated the ABML Employee Stock Option Scheme 2014 (ABML ESOP Scheme 2014) with the approval of the shareholders at the Annual General Meeting dated September 09, 2014.

Nature of Disclosure Particulars
Options granted on December 02, 2014 25,09,341
Options outstanding as on April 01, 2019 5,20,312
Options vested during the year Nil
Options exercised as on March 31, 2020 Nil
Total number of shares arising as a result of exercise of option NA
Options lapsed Nil
Exercise Price Rs.34.25 per option
Variation in terms of options None
Money realised by exercise of options Nil
Total number of Options in force as on March 31, 2020 5,20,312
Employee wise details of options granted Nil

There has been no material change to the ESOP Scheme 2014 during the year and the Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014. The Disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 has been hosted on the Companys website at the link: https://stocksandsecurities.adityabirlacapital.com/about-us/investor.

A certificate received from the Auditors on the implementation of the Companys Employees Stock Option Scheme 2014 will be placed at the ensuing Annual General Meeting for inspection by the Members.

Aditya Birla Capital Limited Employee Stock Option Scheme 2017

The shareholders of the Company vide a Special Resolution dated September 25, 2017 had approved the extension of benefits of the Aditya Birla Capital Limited Employee Stock Option Scheme 2017 to the employees of the Company and accordingly, stock options were granted to the employees of the Company. Total cost incurred by Aditya Birla Capital Limited till date is being recovered from the Company over the period of vesting. Accordingly, a sum of Rs.18,44,828/- has been recovered from the Company during the year, which has been charged to the Statement of Profit and Loss.

DIRECTORS

Mr. G. Vijayaraghavan and Mr. P. Sudhir Rao have been re-appointed as Independent Directors of the Company for a second term of five years at the AGM held on July 3, 2019, to hold office till the conclusion of the 28th AGM to be held in the year 2024.

In accordance with the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have given a declaration that they meet the criteria of independence as provided in the said Section and in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Shriram Jagetiya, Non-Executive Director, retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

Mr. Murali Krishnan L. R. has been re-appointed as the Manager of the Company for a period of five years with effect from May 06, 2019.

BOARD MEETINGS

The Board of Directors of the Company met 4 (four) times during the Financial Year 2019-20 on April 25, 2019, July 17, 2019, October 16, 2019 and January 16, 2020.

PERFORMANCE EVALUATION

The Company has in place a mechanism for evaluation of the performance of the Board, Committees, Individual Directors and the Chairman of the Board. The evaluation process inter-alia reviews participation of Directors at meetings, domain knowledge, business awareness and adherence to governance.

A formal annual evaluation had been made by the Independent Directors and the Board of the performance of the Committees, Individual Directors, Chairman and the Board for the year under review. The evaluation has been satisfactory and adequate and meets the corporate governance requirement of the Company.

RISK MANAGEMENT

The Company has in place a Risk Management Policy for identification, assessment, measurement and reporting of business risks faced by the Company. The Risk Governance Committee monitors the risk management process.

AUDIT COMMITTEE

The Audit Committee comprises of:

Mr. P. Sudhir Rao Chairman, Independent Director
Mr. G. Vijayaraghavan Independent Director
Mr. Shriram Jagetiya Non-Executive Director

During the year under review, all recommendations of the Audit Committee were accepted by the Board.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements. The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Companys business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In accordance with Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has established a Vigil Mechanism (Whistle Blower Policy) for Directors and Employees to report concerns. The Whistle Blower Policy has been hosted on the Companys website at the link: https://stocksandsecurities.adityabirlacapital.com/ about-us/investor.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In accordance with Section 135 of the Companies Act, 2013 the Company has a Corporate Social Responsibility (CSR) Committee consisting of the following Members:

Mr. G. Vijayaraghavan Chairman, Independent Director Mr. Gopi Krishna Tulsian Non-Executive Director Ms. Pinky A Mehta Non-Executive Director

The CSR Policy of the Company is available on its website at the link: https://stocksandsecurities.adityabirlacapital.com/about-us/investor and details thereof are provided as Annexure A to this Report.

AUDITORS

The Report of the Auditors, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number: 301003E / E300005), does not contain any qualification, reservation, adverse remark or disclaimer. The Auditors have not reported any fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013 during the year under review.

M/s. S. R. Batliboi & Co. LLP were re-appointed as the Auditors of the Company for a second term of five years at the 19th Annual General Meeting (AGM) held on August 28, 2015 and accordingly complete their term on the conclusion of the ensuing AGM.

The Board has recommended the appointment of M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm Registration No. 117366W / W 100018) as the Auditors of the Company for a period of 5 years from the conclusion of the ensuing AGM till the conclusion of the 29th AGM to be held in 2025. Deloitte, vide letter dated April 13, 2020, has certified that they are eligible for appointment as Auditors of the Company under Section 139 of the Companies Act, 2013, meet the criteria for appointment specified in Section 141 of the Act and are not disqualified from being appointed as Auditors.

SECRETARIAL AUDITORS

M/s. BNP & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors to conduct the Secretarial Audit for the financial year ended March 31, 2020. The Secretarial Audit Report in Form MR-3 and the Secretarial Compliance Report for the financial year 2019-20 forms part of this Report as Annexure B. The Reports do not contain any qualification, observation, reservation, adverse remark or disclaimer.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

ANNUAL RETURN

A copy of the Annual Return has been placed on the website of the Company and can be accessed at the link: https://stocksandsecurities.adityabirlacapital.com/about-us/investor.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review is presented as a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

The Compliance Certificate from Ms. B. Chandra, Practicing Company Secretary, regarding compliance of conditions of  Corporate Governance is annexed to this Report as Annexure C.

REMUNERATION POLICY

The Remuneration Policy of the Company is available on its website at the link: https://stocksandsecurities.adityabirlacapital.com/about-us/investor and the salient features of the Policy in accordance with the provisions of Section 178(3) of the Companies Act, 2013 is placed as Annexure D to this Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure E to the Boards Report. Details as required under Rule 5(2) and 5(3) of the said Rules are available for inspection at the Registered Office of the Company during working hours for a period of twenty one days before the date of the AGM in accordance with Section 136(1) of the Companies Act, 2013. Any member interested in obtaining a copy thereof may write to the Company Secretary at the Corporate Office of the Company.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case was reported during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of energy The Companys operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible. b) Technology absorption The minimum technology required for the business has been absorbed.

c) Foreign exchange earnings and outgo The Company did not enter into any foreign currency transactions in the current year and previous year.

OTHER DISCLOSURES

During the year under review, there has been no change in the nature of business of the Company. There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2020 and the date of this Boards Report. No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

The Company does not have and during the financial year ended March 31, 2020, has not accepted any deposit covered under Chapter V of the Companies Act, 2013.

As on March 31, 2020, the Company has not given loans, made investments or provided guarantees or securities as covered under Section 186 of the Companies Act, 2013.

The Company is not required to maintain cost records under Section 148 of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2020, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the profit of the Company for year ended on that date;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors take this opportunity to express their appreciation for the support and co-operation extended by the Members and other business associates. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Government, Regulatory and Statutory bodies. Your Directors place on record their deep appreciation for the exemplary contribution made by the employees of the Company at all levels. Their dedicated efforts and enthusiasm have been pivotal to the Companys growth.

For and on behalf of the Board of Directors
Aditya Birla Money Limited
Gopi Krishna Tulsian
Place : Mumbai Chairman
Date : April 30, 2020 DIN 00017786