Sakthi Finance Ltd Directors Report

To the Members

Your Directors are pleased to present their Sixty Seventh Annual Report together with the audited financial statements of your Company for the year ended 31st March 2024.

1. FINANCIAL PERFORMANCE

Particulars	2023-24	2022-23
Total income (A)	20,674.36	19,193.97
Less : Finance Costs	11,572.62	10,926.13
Other Expenditure	5,691.47	5,058.87
Depreciation, Amortization and } Impairment	1,262.48	1,473.00
Total Expenses (B)	18,526.57	17,458.00
Profit before Exceptional items and Taxes (A-B)	2,147.79	1,735.97
Exceptional Items	-	-
Profit before Tax	2,147.79	1,735.97
Less : Provision for Tax:
Current Tax	579.77	674.65
Deferred Tax	(2.52)	(188.05)
Profit after tax for the year	1,570.54	1,249.37
Balance brought forward from earlier years	4,505.37	3,862.35
Profit available for Appropriation	6,075.91	5,111.72
Add : Other Comprehensive Income / (Loss)	32.08	31.76
Less : Dividend paid on Equity Shares (2023 & 2022)	452.94	388.24
Statutory Reserve	314.11	249.87
Balance carried forward to	5,340.94	4,505.37
Balance Sheet

2. BUSiNESS

For the Financial year ended 31st March 2024, your Company disbursed an amount of Rs 79,167 lakhs in hire purchase financing operations. The overall collection efficiency has been satisfactory. Your Directors hope to achieve better business disbursements and profitability during the ensuing financial year.

3. CHANCE iN NATURE OF BUSiNESS, iF ANY

During the year, there was no major change in the nature of business of your company.

4. DiViDEND

a. PREFERENCE SHARES

Your Directors have, at their meeting held on 8th February 2024 and 27th March 2024, declared an interim dividend of Rs 8.25 per share on 8.25% Redeemable, Cumulative, Preference Shares of Rs 100 each and Rs 9.00 per share on 9.00% Redeemable, Cumulative, Preference Shares of Rs 100 each for the

financial year ended 31st March 2024, amounting to Rs 141.01 lakh, after deduction of tax at source of Rs 6.19 lakh.

b. EQUiTY SHARES

Your Directors are pleased to recommend a dividend of Rs 0.80 per equity share (8% on the face value of equity shares of 10 each) for the year ended 31st March 2024 amounting to Rs 517.65 lakh, subject to deduction of tax, wherever applicable. Equity Dividend recommended by the Board of Directors for the financial year

2023- 24, if approved by the members, will be recognized as a liability during the financial year

2024- 25. The dividend recommended is in compliance with RBI guidelines on Declaration of Dividend by NBFCs.

c. TAX ON DiViDEND

In accordance with the provisions of the Income-tax Act 1961 ("iT Act"), the Company will make payment of dividend after deduction of tax at source ("TDS") as per the prescribed rates, to those shareholders whose names appear as beneficial owner/ member in the list of beneficial owners to be furnished by National Securities Depository Limited / Central Depository Services (India) Limited in case of shares held in dematerialised form, or in the Register of Members in case of shares held in physical form, as at the close of business hours on 3rd September 2024 (Record Date).

5. TRANSFER TO RESERVES

Your Company has transferred an amount of Rs 314.11 lakhs to the Statutory Reserves, in compliance with Section 45-IC of the Reserve Bank of India ("RBi") Act 1934. Further, the Board of Directors of your Company has decided to retain the balance amount in the retained earnings of the Company.

6. CAPiTAL ADEQUACY

The Capital to Risk Assets Ratio ("CRAR") of your Company as on 31st March 2024 was 18.48%, which is well above the minimum regulatory requirement of 15% CRAR prescribed by the Reserve Bank of India. Out of the above CRAR, Tier I stood at 14.16% and Tier II stood at 4.32% respectively.

7. CREDIT RATING

The details of credit ratings obtained from the credit rating agency, ICRA Limited are given in the Corporate Governance Report (Refer Annexure 3) which forms part of the Boards Report.

8. CHANGE IN THE CAPITAL

During the year, the company has allotted 14,39,150 9% Redeemable Cumulative preference shares ofRs 100 each aggregating to Rs 1,439.15 lakhs and redeemed 11,69,000 8.25% Redeemable Cumulative preference shares of Rs 100 each aggregating to Rs 1,169.00 lakhs. Accordingly,

the paid-up share capital stands increased to Rs 8,240.74 from Rs 7,970.59 lakhs.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("Listing Regulations"), a report on Management Discussion and Analysis, which forms part of this report, is set out in Annexure 1.

10. RBi COMPLiANCES

a. scALE BAsED REGULATiONS

RBI had issued a Master Direction (No. RBI/DoR/ 2023-24/106 DoR.FIN.REC.No.45/03.10.119/2023-

24 dated 19 October 2023 Scale Based Regulation- Directions 2023. Based on this, your Company has been categorised as "NBFC - Middle Layer" ("Ml"). Your Company has complied with the various requirements specified under MD-SBR 2023 for NBFC- ML within the prescribed timelines.

b. NOMiNATiON AND REMUNERATiON POLiCY

The NR Policy is available on the website of the Company at https://www.sakthifinance.com/wp- content/uploads/2023/04/SFL_NRC-Charter-and- Remuneration-Policy. pdf.

The policy on remuneration is enclosed in Annexure 2.

11. PUBLiC iSSUE / REDEMPTiON OF NON-CONVERTiBLE DEBENTURES

a. Public Issue of Secured , Redeemable, Non-Convertible Debentures for Rs 20,000 lakh

During the year 2023-24, your Company made a Public Issue of Secured, Redeemable, Non-Convertible Debentures ("NCDs") of Rs 1,000 each for an amount not exceeding Rs 10,000 lakh, with an option to retain over-subscription for an amount not exceeding Rs 10,000 lakh, aggregating Rs 20,000 lakhs. The issue was opened on 8th February 2024 and closed on 21st February 2024. Your Company received a subscription of Rs 16,782.40 lakh. Your Company made allotment of 14,80,964 NCDs aggregating Rs 14,809.64 lakh to the eligible allottees on 27th February 2024. The NCDs have been listed and admitted for trading with BSE Limited with effect from 28th February 2024. The proceeds of the NCD issue are being used in accordance with the objects stated in the Prospectus. During July 2024, your Company made a Public Issue of Secured, Redeemable, Non-Convertible Debentures ("NCDs") of Rs 1,000 each for an amount not exceeding Rs 7,500 lakh, with an option to retain over-subscription for an amount not exceeding Rs 7,500 lakh, aggregating Rs 15,000 lakhs. The issue was opened on 20th June 2024 and closed on 3rd July 2024. Your Company received a subscription of Rs 13,099.04 lakh. Your Company made allotment of 12,36,744 NCDs aggregating Rs 12,367.44 lakh to the eligible allottees on 9th July 2024. The NCDs have been listed and admitted for trading with BSE Limited with effect from 11th July 2024. The proceeds of the NCD issue are being used in accordance with the objects stated in the Prospectus.

b. Redemption of Secured, Redeemable, Non-Convertible Debentures ("NCDs")

As per the terms and conditions of the Public Issue Prospectus dated 7th May 2020, your company has redeemed the Secured, Redeemable, Non-Convertible Debentures issued under Options III, IV and V aggregating Rs 2,045.47 lakh (Principal: Rs 1,746.83 lakh and Interest: Rs 298.64 lakh). The repayment was made on 8th August 2023 to the Debenture holders.

As per the terms and conditions of the Public Issue Prospectus dated 25th June 2021, your company has redeemed the Secured, Redeemable, Non-Convertible Debentures issued under Options I and II aggregating Rs 6,910.60 lakh (Principal: Rs 6,162.78 lakh and Interest: Rs 747.82 lakh). The repayment was made on 29th September 2023 to the Debenture holders.

12. DEPOSiTS

The total deposits with the company as at 31st March 2024 stood at Rs 8,390.85 lakh as against Rs 2,388.82 lakh as at the end of the previous year.

As at the end of the financial year 2023-2024, 146 public deposits aggregating Rs 165.26 lakh were due for repayment but remained unclaimed. The Company has been regularly reminding the depositors about the maturity and out of the said deposits, 40 deposits amounting to Rs 42.67 lakh have since been claimed and paid / renewed as per their instructions.

13. TRANSFER TO iNVESTOR EDUCATiON AND PROTECTiON FUND ("iEPF")

During the financial year 2023-24, your Company has transferred unclaimed dividend, unclaimed matured deposits, including interest, amounting to Rs 9,79 lakhs to IEPF. Further, your Company has also transferred 34,780 equity shares of Rs 10 each in respect of which dividend has remained unclaimed for seven consecutive years to IEPF.

14. DiRECTORS AND KEY MANAGERiAL PERSONNEL

a. Retirement by rotation

In accordance with the provisions of Section 152(6) of the Companies Act 2013 ("the Act"), Sri M Srinivasan Director (DIN: 00102387) will retire by rotation at the ensuing Annual General Meeting ("AGM") of the Company and being eligible, offers himself for reappointment. Based on the recommendation of the Nomination and Remuneration Committee ("NR Commitee") the Board also recommends his reappointment to the members.

b. Retirement of independent Directors

Sri. P S Gopalakrishnan and Dr. A Selvakumar, Independent Directors, will complete their second term of office, as Independent Directors of the Company on 26th September 2024 and will cease to be Independent Directors of the Company on that date. The Board of Directors placed on record its deepest appreciation for the valuable guidance and contribution rendered by

them, during their association as Independent Directors of the Company.

c. Appointment of independent Directors

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors appointed Sri. M Bhaskar and Sri. Advait Kurlekar, as Additional Directors in the capacity of "Non Executive, Independent Directors" with effect from 8th August 2024, who meet the criteria of independence under Section 149(6) of the Act and the Rules made thereunder and Regulation 16(1)(b) of the Listing Regulations and in respect of whom the Company has received notices in writing from two members under Section 160 of the Act, for a period of five (5) consecutive years with effect from 8th August 2024 to 7th August 2029, both days inclusive and they shall not be liable to retire by rotation. In the opinion of the Board, the proposed Independent Directors hold high standards of integrity, expertise and experience (including proficiency). Sri M Bhaskar is exempt from the requirement to undertake on-line proficiency self-assessment test.

The necessary resolutions seeking approval of the members of the Company for appointment of Sri. M. Bhaskar and Sri Advait Kurlekar as Independent Directors have been included in the Notice of 67th Annual General Meeting of the Company.

d. Number of Meetings of the Board

Five (5) meetings of the Board of Directors of the Company were held during the year. For details of the meetings, please refer to the Corporate Governance Report, which forms part of this Report.

e. key Managerial Personnel ("KMPs")

Sri. Srinivasan Anand, Chief Financial Officer ("CFO") of the Company has resigned his position with effect from 30th June 2024. The Board place on record, the valuable services rendered by Sri Srinivasan Anand, during his tenure as Chief Financial Officer.

The Board of Directors have, based on the recommendation of the Nomination and Remuneration Committee ("NRC") and Audit Committee appointed Sri. Sundaramurthy Kumarasamy as CFO of the Company with effect from 1st July 2024.

In terms of Section 203 of the Act, at present Sri M Balasubramaniam, Vice Chairman and Managing Director, Sri Sundaramurthy Kumarasamy, CFO and Sri C Subramaniam, Company Secretary and Compliance Officer ("CS") are the Key Managerial Personnel ("KMPs") of the Company.

Further, Sri C Subramaniam, CS of the Company has tendered his resignation due to personal reasons. The Board of Directors have accepted his resignation and he will be relieved from the position of CS with effect from 10th September 2024. The Board of Directors have, based on the recommendation of NRC, appointed Sri S Venkatesh, Chief Compliance Officer of the

Company as Company Secretary and Chief Compliance Officer ("CS & CCO") of the Company with effect from 10th September 2024. In terms of Section 203 of the Act, Sri S Venkatesh, CS & CCO will become a KMP of the Company.

f. Fit and Proper criteria and Non-Disqualification Declaration by Directors

In terms of Chapter XI to the MD-SBR 2023, all the Directors of the Company have confirmed that they satisfy the "Fit and Proper" criteria and that they are not disqualified from being appointed/continuing as Directors in terms of Section 164(1) and (2) of the Act.

g. independent Directors Declaration

Dr A Selvakumar, Sri P S Gopalakrishnan, Smt Priya Bhansali, Sri K P Ramakrishnan, Sri. M. Bhaskar and Sri. Advait Kurlekar who are Independent Directors, have submitted declarations that each of them meets the criteria of independence as provided in sub-section (6) of Section 149 of the Act and Regulation 25 of the Listing Regulations. Further, in terms of Regulation 25 of the Listing Regulations, they have also confirmed that they are not aware of any circumstance or situation which exist or may reasonably be anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

Your Board of Directors of the Company, after undertaking due assessment of the veracity of the declaration and confirmation submitted by the Independent Directors, concluded that in the opinion of the Board, the Independent Directors of the Company possess requisite skill, qualifications, expertise and experience (including proficiency) in the field of information technology, banking and finance, finance and accounting, FDI, International Taxation, Human Resources and Strategy etc. and they also hold highest standards of integrity and are Independent of the Management of the Company.

The Independent Directors of the Company have also complied with the Code for Independent Directors prescribed under Schedule IV to the Act.

The Independent Directors of the Company have also declared and confirmed that they have enrolled themselves in the Independent Directors Databank maintained with the Indian Institute of Corporate Affairs ("MCA") in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules 2014.

Further, In terms of Section 150 of the Act read with the Companies (Appointment and Qualification of Directors) Rules 2014 as amended, since four of the Independent Directors of the Company have served as Directors for a period of not less than three (3) years on the Board of Listed Companies as on the date of inclusion of their names in the database, they are

exempted to undertake the on-line proficiency selfassessment test conducted by the IICA.

The details of familiarization programmes for the Independent Directors are given separately in the Corporate Governance Report.

No Independent Director has resigned before the expiry of his / her tenure.

h. Code of Conduct for Directors and Senior Management

All the Directors and members of the Senior Management have confirmed compliance with the Code of Conduct of the Company. A declaration to this effect has been signed by Vice Chairman and Managing Director and forms part of the Annual Report.

i. inter se relationship amongst Directors

Except Dr M Manickam, Chairman, Sri. M Bala- subramaniam, Vice Chairman and Managing Director and Sri M Srinivaasan, Director, who are related to each other as brothers, none of the other Directors are related to each other within the meaning of the term "relative" as per Section 2(77) of the Act read with the Listing Regulations.

j. Annual Performance Evaluation

In terms of the requirements of the Act and Listing Regulations, the Board has carried out an annual performance evaluation of the individual Directors, Committees of the Board and the Board as a whole.

The evaluation was carried out based on a structured questionnaire which includes performance criteria such as performance of duties and obligations, independence of judgment, level of engagement and participation, contribution in increasing the Boards overall effectiveness etc. Your directors have expressed their complete satisfaction on functioning and performance of Individual Directors, Board and its Committees.

15. AUDiT COMMiTTEE

The Board of Directors at their meeting held on 27th March 2024 reconstituted the Audit Committee by merging the Policy Review Committee and inducting Smt. Priya Bhasali, Independent Director as also the member of the Committee with effect from 1st April 2024. Accordingly, the present Audit Committee has four non-executive directors as members, of which three are Independent Directors. The composition of the Committee is given below:

a. Dr A Selvakumar, Chairman

b. Sri M Srinivaasan, Member

c. Sri K P Ramakrishnan, Member

d. Smt Priya Bhansali, Member

16. PARTiCULARS OF LOANS, GUARANTEES OR iNVESTMENTS

During the financial year 2023-24, the company has not given / provided any loans, guarantee and securities to parties mentioned in Section 185 of the Act. Hence the provisions of Section 186 of the Act is not applicable to the Company.

17. RELATED PARTY TRANSACTIONS

The Company has entered into contracts or arrangements with the related parties in the ordinary course of business and these are on arms length basis only and has complied with the applicable provisions of the Act read with the rules made thereunder and Listing Regulations. There are no contract or arrangement entered into with Related Party(ies) during the year which requires to be disclosed in Form AOC-2 under Sections 188(1) and 134(h) of the Act for the financial year 2023-24 and hence it does not form part of the Boards Report.

18. INTERNAL CONTROL

The information about internal controls is set out in the Management Discussion and Analysis Report which forms part of this Report.

19. RISK MANAGEMENT

The Risk Management is overseen by the Risk Management Committee of the Company. The Committee oversees the Companys processes and policies for determining risk tolerance against established levels. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuous basis. For details, please refer to the Management Discussion and Analysis Report which forms part of the Boards Report.

20. vIGIL MECHANiSM (Whistle BLoWER poLKY)

The Company has formulated a Vigil Mechanism (Whistle Blower Policy) for Directors and employees to report their genuine concerns. During the year, no complaint has been received in this regard. For details, please refer to the Corporate Governance Report which forms part of this Report.

21. subsidiaries, associate and joint venture companies

The Company does not have any subsidiary, associate or Joint Venture Company. There was no Company which has become or ceased to be Companys subsidiary, joint venture or associate company during the financial year ended 31st March 2024.

22. CoRpoRATE GovERNANCE REpoRT

As required under Regulation 34(3) read with Schedule V to the Listing Regulations, a report on Corporate Governance and a certificate from the auditors of the company regarding compliance of the conditions of Corporate Governance form part of the Annual Report and is set out in Annexure 3.

23. DiSCLosuRE AS pER SEXuAL HARASSMENT of WoMEN at workplace (prevention, prohibition AND

REDRESSAL) ACT 2013

The Company has put in place a Sexual Harassment Prevention Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal Compliance Committee ("ICC") has been formed to redress complaints received regarding sexual harassment. All employees are covered under this Policy. During the calendar year 2023, there were no complaints received in this regard by the ICC.

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has put in place necessary internal financial controls which are adequate and are operating effectively. The controls are adequate for ensuring the orderly and efficient conduct of the business, completeness of accounting records and timely preparation of reliable financial information, besides adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy, etc.

The Statutory Auditors of the Company, M/s. C S K Prabhu & Co, Chartered Accountants, have also examined the internal financial controls of the Company and have submitted an unmodified opinion on the adequacy and operating effectiveness of the internal financial controls over financial reporting as at 31st March 2024.

25. directors responsibility statement

As required under Section 134(5) of the Act, your Directors confirm, to the best of their knowledge and belief that:

a. in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

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 at the end of the financial year and of the profit of the Company for the financial year;

c. 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;

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 operating effectively; and

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

26. corporate social responsibility ("CsR")

The CSR Policy of the Company and the details about the initiatives taken by the Company on CSR during the year as per the Companies (Corporate Social Responsibility Policy) Rules 2014 have been disclosed in Annexure 4. Further, details regarding composition of Corporate Social Responsibility Committee and other particulars are provided in the Corporate Governance Report which form part of this report.

During the financial year 2023-24, your company is required to spend Rs 43.12 lakh towards CSR expenses. Your Company has spent Rs 43.67 lakh during the financial year 2023-24.

27. AUDITORS

a. Appointment of statutory Auditors

M/s C S K Prabhu & Co, Chartered Accountants (Firm Registration No: 002485S), the existing Statutory Auditors, have been Statutory Auditors of the Company for the last three consecutive years, which is the maximum term for statutory auditors of Non-Banking Financial Companies as per RBI Circular on "Guidelines for Appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs)" ("RBI Guidelines") dated 27 April 2021.

Member of the Company had, at the 64th Annual General Meeting ("AGM") of the Company held on 30 September 2021, appointed M/s CSK Prabhu & Co, Chartered Accountants as Statutory Auditors of the Company to hold office from the conclusion of the 64th AGM till the conclusion of the 67th AGM.

In terms of the above RBI Guidelines, they have completed their term of three consecutive years with the Company and as per RBI Guidelines, the firm would be ineligible for re-appointment for such cooling period as specified in RBI guidelines. Hence, it is necessary to appoint new Statutory Auditors of the Company.

Based on the recommendation of Audit Committee, the Board of Directors, have approved and recommended the appointment of M/s P N Raghavendra Rao & Co, Chartered Accountants (Firm Registration No: 003328S), as the Statutory Auditors of your Company for a term of three consecutive years to hold office from the conclusion of the 67th AGM till the conclusion of 70th AGM to be held in the year 2027.

The Statutory Auditors, as proposed, have given a confirmation to the effect that they are eligible to be appointed and not disqualified from acting as the Statutory Auditors.

Members are requested to consider and approve the appointment of M/s P N Raghavendra Rao & Co, Chartered Accountants (Firm Registration No: 003328S), as the Statutory Auditors of your Company The proposal has been included in the Notice of 67th AGM of the Company.

b. Adoption of Policy for appointment of statutory Auditors

In compliance with the RBI Guidelines, the Board has approved and adopted a Policy for appointment of Statutory Auditors of the Company, which has been hosted on the website of the Company, www.sakthifinance.com.

c. secretarial Auditors

Pursuant to Section 204 of the Act, your Directors had appointed M/s. S Krishnamurthy & Co, Company Secretaries, Chennai / Coimbatore to undertake the Secretarial Audit of your company for the year 202324. The Secretarial Audit Report (Form MR-3) for the financial year 2023-24 is set out in Annexure 5.

d. Cost Records and Cost Audit

Maintenance of cost records and requirements of cost audit as prescribed under the provisions of Section 148(1) of the Act is not applicable for the business activities carried out by the Company.

28. AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT

There are no qualifications, reservation, adverse remark or disclaimer in the Auditors Report and Secretarial Auditors Report.

The Statutory Auditors and Secretarial Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

29. PARTICULARS REQUIRED UNDER SECTION 134 OF THE ACT

Particulars as required under Section 134(3)(m) of the Act read with Companies (Accounts) Rules 2014 are given below:

a. The Company has no activity involving conservation of energy or technology absorption;

b. The Company does not have any Foreign Exchange Earnings; and

c. Foreign Exchange Outgo : Rs 24.67 lakh

30. PARTICULARS OF EMPLOYEES

The disclosures in terms of Section 197(12) of the Act read with Rules 5(1), (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 relating to remuneration is enclosed in Annexure 6.

31. significant and material orders passed by the regulators or court

There are no significant and material orders passed by the Regulators or Courts or Tribunals affecting the going concern status of your Company and its future operations.

32. MATERIAL CHANGEs AND CoMMITMENTs

There are no material changes and commitments which occurred between the end of the financial year of the Company and the date of this report affecting the Companys financial position.

33. ANNuAL RETuRN

A copy of the Annual Return for the financial year 2023-24 will be placed on the website of the Company, www.sakthifinance.com within 60 days after conclusion of the 67th AGM.

34. pecuniary relationship or transactions of nonexecutive directors

During the year, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committees of the Board and any other transactions as approved by the Audit Committee or Board which are disclosed in Notes to the financial statements.

35. secretarial standards compliance

Your Directors confirm that the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India in relation to Board and General Meetings.

36. oTHER Disclosures

In terms of applicable provisions of the Act and Listing Regulations, your Company discloses that during the financial year under review there was:

a. no issue of shares with differential rights in relation to dividend, voting or otherwise;

b. no issue of shares (including sweat equity shares) to Directors or employees of the Company;

c. no scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees;

d. no revision of Financial Statements and the Boards Report of the Company;

e. no failure to implement any corporate action;

f. no deviation or variation in connection with certain terms of public issue, rights issue, preferential issue, etc;

g. no suspension of the Companys securities;

h. no application which was made under the Insolvency and Bankruptcy Code 2016 and hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

i. no requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

37. ACKNOWLEDGEMENT

Your Directors wish to place on record the valuable guidance and excellent co-operation extended by the members, banks, financial institutions, rating agencies, Reserve Bank of India and other regulatory authorities. The Board of Directors wish to convey their sincere thanks to the depositors and debenture holders of the Company for their continued patronage. They also wish to appreciate the excellent services rendered by the employees of the Company.

We pray the Goddess SAKTHI to continue to shower her blessings and to guide us in all our endeavours.