Satin Creditcare Network Ltd Directors Report.

Dear Members,

It is our immense pleasure to present the thirtieth DIRECTORS Report along with the Audited Standalone and Consolidated Financial Statements of your Company for the financial year ended March 31,2020.

FINANCIAL SUMMARY/HIGHLIGHTS, STATE OF AFFAIRS

(Rs. in lakhs)
Particulars Standalone Consolidated
FY 2019-20 FY 2018-19 FY 2019-20 FY 2018-19
Revenue 1,40,090.41 1,37,304.32 1,50,343.19 1,44,514.33
Total Expenses 1,17,253.81 1,05,610.73 1,27,426.83 1,11,682.27
Profit before Depreciation and tax 22,836.60 31,693.59 22,916.36 32,832.06
Depreciation and amortization expenses 1,519.84 1,131.89 1,753.72 1,251.12
Profit Before Tax 21,316.76 30,561.70 21,162.64 31,580.94
Tax Expense 5,690.05 11,067.42 5,665.38 11,431.30
Profit after Tax 15,626.71 19,494.28 15,497.26 20,149.64
Other comprehensive income 4,454.43 2,509.87 4,482.47 2,516.19
Total comprehensive income for the year 20,081.14 22,004.15 19,979.73 22,665.83

OPERATIONS, FUND RAISE, PROSPECTS AND FUTURE PLANS

Operational Highlights in brief (Standalone basis)

• The aggregate gross loan portfolio (GLP) of the Company stood at Rs. 7,21,989.65 lakhs as on March 31, 2020. This represents a year on year (YoY) growth of 13.30% as compared to March 31,2019.

• Loan amount of Rs. 8,04,514.18 lakhs was disbursed in FY 2019-20, representing an increase of 28.70% as compared to FY 2018-19.

• The Company disbursed 25.55 lakhs loans during FY 2019-20, an increase of 9.22 % over FY 2018-19.

• Average loan amount disbursed per account during FY 2019-20 was Rs. 0.33 lakhs, an increase of 17.80% from FY 2018-19.

• The Company has operations spread across 23 states / union territories

During the Financial Year under review, Company saw 19.84% decrease in its profitability with a net profit of Rs. 15626.71 lakhs for the year ended March 31, 2020 as compared to Rs. 19,494.28 lakhs for the year ended March 31, 2019. Profit before tax decreased by 30.25% to Rs. 21,316.76 lakhs. Total Income has increased from Rs. 1,37,304.32 lakhs for the year ended March 31, 2019 to Rs. 1,40,090.41 lakhs for the year ended March 31, 2020 which is mainly due to increase in 13.28% of Assets Under Management (AUM) in the Company. Interest income of the Company decreased to Rs. 1,07,844.38 lakhs from previous years interest income of Rs. 1,17,950.47 lakhs. Loan Assets Portfolio of the Company increased by Rs. 84,622.94 lakhs during the year reaching Rs. 7,21,989.65 lakhs as on March 31, 2020 as against Rs. 6,37,366.71 lakhs as on March 31, 2019. The Return on Average Loan Assets decreased to 2.25% in FY 2019-20 as compared to 3.01% in FY 2018-19. The cost of funds declined to 11.68% in FY 2019-20 as compared to 12.53% in FY 2018-19. On account of the above, the Net Interest Margin improved to 9.85% in FY 2019-20 as against 9.45% in FY 2018-19. Companys Strong liquidity position provides significant headroom for growth. Company has Long term Credit Rating CARE A- Stable & ICRA A- Stable, Short term rating CARE A1 & ICRA A1 (upgraded from ICRA A2+); Grading MFI 1 (MFI One).

Operations highlights are hereunder:

Particulars March 31,2020 March 31, 2019
Number of branches 1,140 977
Amount disbursed during the year (Rs. in lakhs) 8,04,514.18 6,25,192.24
Number of active Clients 30,80,274 31,49,607
Total Assets under management (Rs. In lakhs) 7,21,989.65 6,37,366.71

Fund raised during FY 2019-20:

(a) Resource Mobilization:

During the year under review, your company has continued to diversify the sources of funds and raised a sum of Rs. 6,42,649.83 lakhs by way of short-term loans, long-term loans, issue of NonConvertible Debentures, Securitization & Assignments and Commercial Paper, which has helped the Company to achieve itsRs. business target for FY 2019-20. Out of overall borrowings, Company has raised funds through issuance of Non-Convertible Debentures, has successfully completed 2 Issue of Non-Convertible Debentures during FY 2019-20 raising Rs. 18,800.00 lakhs. Company also raised one term loan and one Non-Convertible Debentures through External Commercial Borrowing (ECB) route of Rs. 10,686.00 lakhs and Rs. 6,487.42 lakhs respectively. Company has also raised Rs. 8,005.00 lakhs during the year through Subordinated debts (Rs. 20,000.00 lakhs in previous year). Subordinated Debts represents long term source of funds for the Company and the amount outstanding as on March 31, 2020 was Rs. 50,805.00 lakhs.

(b) Bank Finance:

Bank Finance remains an important source of funding for your Company. Commercial Banks continued their support to your Company. As of March 31, 2020, borrowings from banks were Rs. 5,14,082.26 lakhs as against Rs. 3,35,486.08 lakhs in the previous financial year.

Please refer the Management Discussion and Analysis Report for more information.

Companys Prospects, Future Plans and Business Overview:

The Companys growth prospects remain positive as re-engineered process and controls enable it to be well- equipped to handle any exigency. We are confident of successfully handling the disruptions due to lockdown owing to COVID-19 and the slowdown thereof. Until normalcy in economic activity returns, it is difficult to estimate a guess on the exact degree of harm caused to the financial system and the reconstruction efforts that will have to be adopted. The primary aim is to consistently improve the portfolio quality while maintaining low delinquency and diversifying revenue sources Moreover, the Company seeks to continue its efforts to diversify concentration risk by capping the per state exposure to 20% and per district exposure to <2% of AUM. Technology with its last mile connectivity will continue to aid the growth potential by providing competitive edge over others. We have successfully initiated centralized processes, KYC compliance, and real-time credit bureau checks for greater productivity and supplemented security. To minimize the impact of disruptions due to COVID-19 we successfully launched a new "Customer Service App" to increase digital and financial awareness among customers and to help them connect with brand "SATIN". These initiatives will significantly reduce the risk of handling cash and also enable us to improve our overall productivity and operational efficiency which in turn will help us build scale, enhance our reach and in turn improve our margins. Additionally, the Company will continue to focus on training and development of the workforce to enhance their capabilities and knowledge, thus making them future ready. As, GDP forecast is below 2% for India, plus there have been restrictions on movement due to lockdown, disbursements are expected to be muted around the levels of 2019-20.

The government stimulus package on MSME is promising after redefinition of MSME. The packages for standard, stressed and potential MSMEs will ensure that they have the resources to bounce back once the headwinds start tapering. The special liquidity scheme and partial credit guarantee scheme for NBFCs, HFCs and MFIs will ultimately benefit the end consumers, many of which are in the rural and semiurban areas.

On the MSME front, the Company will continue to pursue its strategic objective of enriching the portfolio quality and expanding operations to newer geographies. In addition, it will focus on secured retail MSME lending, wholesale lending to small NBFC MFI and others, with tightened credit norms. With respect to the housing finance, the Company aims to be a niche housing finance player in tier II, III and IV cities and towns and further emphasize to boost excellent portfolio quality with NIL delinquency. The Company has also started expanding its footprints in the micro housing space, which promises a secured high yield book. The BC arrangement with IndusInd bank will assist in scaling up the operations, as it is a capital efficient model with on tap liquidity. Moreover, the Company will continue to diversify its portfolio through the subsidiaries by capitalizing on the distribution outreach.

Sustenance of the MFI industry depends on how efficiently funds flow in the days to come, since money is our raw material for carrying out business activities. Ultimately, these funds flow through to support the incomes of the underprivileged clients, especially in this critical period. While the present situation has created a high liquidity stress, the MFI industry has always bounced back in the face of adversity. Adaptation and investment on technology will play a pivotal role for the industry in the new normal scenario.

Please refer the Management Discussion and Analysis Report for more information on your Companys Business Overview.

Impact of Covid-19

NBFCs have been struggling to keep alive in wake of the pandemic. The financial regulator in India has been taking rigorous steps to counter the impact of the pandemic on the shadow banking sector. The central bank has been continuously tracking the sector in India and has taken a number of steps to support the NBFC sector in India and prevent its collapse. The steps include measures to maintain adequate liquidity in the system, facilitate smooth bank credit flow and ease financial strain amidst the deadly virus outbreak. Some of these have been introduced during the last quarter of the FY 2019-20 even before the actual outbreak of the disruption in our country.

Covid-19 is a natural crisis, people have not lost their assets, homes and capital in that sense post lockdown collections will pick up and clients make efforts to restore normalcy, they will find us ready and waiting to help. They will need help to fully avail the RBI moratorium announced till end August, 2020, financial advice to rebuild their lives and additional credit to support their livelihoods. Given the RBI and the government priority in ensuring liquidity, the lending banks will extend support. The Indian microfinance sector can and will play a major role in ensuring confidence and credit at the grassroots when it is needed the most to rebuild our country.

Over the years, MFIs have proven their resilience. During demonetization, repayment rates recovered from 50% to 80% within a month and settled at upward of 90% within three months. With this as a reference point, we can hope that repayment rates to MFIs will bounce back in the range of 90% within 3-4 months. This may rise further over a time horizon of, say, six months. Slowing down fresh loan disbursements will be an obvious strategy for MFIs, particularly in the first few months, which should allow them some space to manage cash flows. The management of the Company has strong belief and strategic plans to come out with this period of pandemic in positive way like it has done in the past during monetization.

DIVIDEND

Directors of your Company have recommended a final dividend (excluding dividend distribution tax) on Preference shares as stated below:

SI. No. Name of Preference Shareholders Preference Shares Period of dividend Recommended amount of Dividend per share
1. The names will be as reckoned by Registrar and Transfer Agent (RTA) as on cut-off (record) date 2,50,00,000 12.10% Rated,

Cumulative, Non-Convertible Compulsorily Redeemable Preference Shares

April 01,2019 to March 31,2020 Rs. 1.21*

*Amount of dividend is excluding of dividend distribution tax

In order to undertake and carry on future plans, it is necessary to conserve the resources. Your Directors are of the opinion of retaining the profits for the year within the Company, and thus have not recommended any dividend on equity shares for the year ended March 31,2020.

AMOUNT TRANSFERRED TO RESERVES

An amount of Rs. 3125.34 lakhs, being 20% of the profit after tax (PAT) was transferred to statutory reserve of the Company pursuant to Section 45IC of the Reserve Bank of India Act, 1934.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has duly complied with the provisions of Section 186 of the Companies Act, 2013 and Rules made thereunder. Details on loans, guarantee or investments made during the financial year are mentioned in the notes to the financial statements.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The policies and procedures adopted by your Company take into account the design, implementation and maintenance of adequate internal financial controls, keeping in view the size and nature of the business. The internal financial controls ensure the orderly and efficient conduct of its business. The controls encompass safeguarding of your Companys assets, strict adherence to policies, and prevention and detection of frauds and errors against any unauthorized use or disposition of assets and misappropriation of funds. These controls help to keep a check on the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. The Audit Committee ensures that all procedures are properly authorized, documented, described and monitored. Job rotation is mandatory across departments to ensure high level of correctness and accuracy. Your Company has in place technologically advanced infrastructure with computerization in all its operations, including accounts and MIS.

Your Company has in place strong internal audit processes and systems which design an annual audit plan to ensure optimum portfolio quality and keep risks at bay. There is a risk based audit methodology for quarterly branch audits which are planned based on various risk based parameters. There is a full-fledged in-house Internal Audit department. The Regional Office Audit and Social Audit takes place on a quarterly basis, while Compliance Audit is done on the basis of feedback from other audits.

The Audit Committee of the Board of Directors, comprising of Independent Directors, periodically reviews the internal audit reports, covering findings, adequacy of internal controls, and ensure compliances. The Audit Committee also meets the Companys Statutory Auditors to ascertain their views on the financial statements, including the financial reporting system, compliance to accounting policies and procedures, adequacy and effectiveness of the internal controls and systems followed by the Company. Information System Security controls enable the Company to keep a check on technology-related risks and also improve business efficiency and distribution capabilities. Your Company is committed to invest in IT systems, including back-up systems, to improve the operational efficiency, customer service and decisionmaking process.

High standards of your Companys internal control systems is adequately reflected in it receiving ISO 27001:2013 Certification post qualifying two stages of audit by third party certification body - Documentation audit and Control Testing audit. There is also an annual Surveillance Audit conducted by third party ISO Auditors to retain the certification. This indicates your Company has an integrated and robust Information Security Management System (ISMS) in its business processes & exemplifies that information security and client confidentiality are part of the cornerstones of your Companys strategic objectives. This approach also ensures that employees supported by IT systems and processes throughout the organization maintain a high standard of security.

Your Company has also introduced "Centralized Shared Services Center" within its subsidiary businesses to create a unified support model across the group. This has also enabled to provide more structured, effective & efficient services across Business reporting, End user application support and in Management of Infrastructure support, security & new requirements centrally. This has enabled a professional support model within the organization and has helped restructuring the teams at different level and brought in significant cost optimization.

MATERIAL EVENT RECORDED SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

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 the DIRECTORS Report.

DETAILS OF SUBSIDIARY AND ASSOCIATES COMPANIES, AS REQUIRED UNDER RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014

SUBSIDIARY AND ASSOCIATES COMPANIES

The Company has following 3 (Three) Wholly owned subsidiaries and does not have any Associate Company / Joint venture -

1. Taraashna Financial Services Limited (TFSL) - The Company was incorporated on May 22, 2012 originally as private limited company with the name Taraashna Services Private Limited and became Wholly Owned Subsidiary of the Company w.e.f. July 27, 2018. During the year under review, the Company has changed its name from Taraashna Services Limited to Taraashna Financial Services Limited. TFSL is engaged in Business Correspondent activity. As on March 31, 2020, its paid up capital stood at Rs. 16.04 Crores.

2. Satin Housing Finance Limited (SHFL) was incorporated on April 17, 2017, as Wholly Owned Subsidiary of the Company. It is registered with National Housing Bank. SHFL is engaged in providing long-term finance for purchase, construction, extension and repair of houses for the retail segment along with loans against residential property, commercial property and plots. The Company has further infused Rs. 30 Crores by way of equity share capital during the period under review. As on March 31, 2020, its paid up capital stood at Rs. 80 Crores.

3. Satin Finserv Limited (SFL) was incorporated on August 10, 2018 as Wholly Owned Subsidiary of the Company. It is RBI registered Non-Deposit taking Systemically Important Non- Banking Finance Company. SFL is engaged in providing business loans to micro, small and medium scale enterprises and to individuals. Further, also engaged in providing corporate loans. During the year under review, your Company has further infused Rs. 80 Crores by way of equity share capital. As on March 31,2020, its paid up capital stood at Rs. 102.50 Crores.

Business Highlights of Taraashna Financial Services Limited

Taraashna Financial Services Limited (TFSL) has achieved a gross turnover of Rs. 6,977.29 lakhs during the year mainly from business correspondent activity (against total gross turnover of Rs. 6,828.44 lakhs during the previous year). Disbursement for FY 2019-20 is Rs. 74,090 lakhs as against Rs. 63,869 lakhs in FY 2018-19, an increase of 16%. Its Networth stood at Rs. 5,105.11 lakhs as at March 31, 2020.TFSL has 3.76 lakhs unique active customers as at March 31, 2020 and Cost of Funds for FY 2019-20 at 13.75% as against 17% in FY 201819. TFSL has partnered with six (6) sectoral banks and three (3) NBFCs and has received the income from all the nine Principal Partners during the FY 2019-20.

In long-run your Company can see bright future of TFSL.

Business Highlights of Satin Housing Finance Limited

Satin Housing Finance Limited SCNLs Wholly owned subsidiary net worth stood at Rs. 7,710.31 lakhs for the year ended March 31,2020. As on that date regulatory Capital to Risk Assets Ratio (CRAR) was 125.89% which is well above the regulatory requirement of 13%. Further, during the year under review National Housing Board sanctioned Rs. 1,500.00 lakhs under refinance facility to Housing Finance Company. SHFLs total income during the year ended March 31,2020 is Rs. 2,099.21 lakhs as compared to previous year ended March 31,2019 is Rs. 707.08 lakhs, a growth of 197% and suffered net loss after tax during the year ended March 31,2020 is Rs. 94.53

lakhs as compared to previous year ended March 31,2019 is Rs. 123.36 lakhs, reducing the loss by 23%.

Management of your Company is highly optimistic for bright future of SHFL in the years to come.

Business Highlights of Satin Finserv Limited

Satin Finserv Limited ("SFL") wholly owned subsidiarys net worth stood at Rs. 10,166.44 lakhs as on March 31,2020. The Capital to Risk Asset ratio in terms of regulatory requirement is 92.06% which is well above the regulatory requirement of 15.00%. During the second year of operations, SFL has shown decent growth in terms of Sanctions & Disbursements of Loans. During the year under review SFL has Disbursed Loans of Rs. 11,877.88 lakhs, and thereby achieved AUM of Rs. 11,026.21 lakhs. SFL reported Total Income during the year ended March 31,2020 is Rs. 1,401.84 lakhs and net profit after tax of Rs. 64.72 lakhs.

Management of your Company can see a positive outlook of the SFL in the years to come.

Consolidated Financial Statements

In accordance with Section 129(3) of the Companies Act, 2013 and Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Consolidated Financial Statements of the Company including the financial details of all the subsidiary companies, forms part of the Annual Report. The Consolidated Financial Statements have been prepared in accordance with the provisions of Indian Accounting Standards issued by the Institute of Chartered Accountants of India.

Further, a statement containing salient features of the financial statements of the Companys subsidiaries in Form AOC-1 also form part of the Annual Report. Further, the Company has neither any Associates nor any Joint Ventures as on March 31,2020.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 31,2020, the Board of Directors of your company consist of 10 Directors. Their details are as follows:

SI. No. Name of Directors Category
1 Mr H P Singh (Chairman cum Managing Director) Executive Promoter Director
2 Mr Satvinder Singh Non-Executive, Promoter Director
3 Mr Rakesh Sachdeva Non-Executive Independent Director
4 Mr Sundeep Kumar Mehta Non-Executive Independent Director
5 Mr Rajeev Kakar Non-Executive Nominee Director
6 Mrs Sangeeta Khorana Non-Executive Woman Independent Director
7 Mr Goh Colin Non-Executive Independent Director
8 Mr Sanjay Kumar Bhatia Non-Executive Independent Director
9 Mr Arthur Sletteberg Non-Executive Nominee Director
10 Mr Anil Kumar Kalra Non-Executive Independent Director

The Board was duly constituted in compliance with Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year ended March 31, 2020 and the changes in the Board during the financial year upto the date of this report are as follows:

A. Appointment Mr Rajeev Kakar

Pursuant to the Agreements between the Investor, M/s Asian Development Bank ("ADB") and the Company, ADB had recommended name of Mr Rajeev Kakar (DIN: 01888608) as its Nominee Director and liable to retire by rotation, on the Board of the Company. The Board on recommendation of Nomination and Remuneration Committee of the Company has approved his appointment by passing a resolution by circulation dated June 6, 2019.

Mr Christian B. Ramm

Pursuant to the Agreements between the SCNL, promoters of SCNL & Nordic Microfinance Initiative Fund III KS ("NMI") and subsequent to resignation of Mr Arthur Sletteberg, who was Nominee Director of NMI on the Board of your Company, NMI had recommended the name of Mr Christian B. Ramm (DIN: 08096655) as its Nominee Director (representative of NMI) and liable to retire by rotation, on the Board of the Company. The Board on recommendation of Nomination and Remuneration Committee of the Company has approved his appointment by passing a resolution by circulation dated May 30, 2020.

B. Resignation/Cessation

Mr Davis Frederick Golding

Mr Davis Frederick Golding (DIN: 00440024),

Independent Director of the Company, resigned from the Company w.e.f. April 12, 2019. The Board place on its record its appreciation for the valuable contribution of Mr Davis Frederick Golding in the sustained growth of the Company during his tenure.

Mr Daniel Simpson Jacobs

Mr Daniel Simpson Jacobs (DIN:07858118), Nominee Director of the Company, resigned from the Company w.e.f. March 3, 2020. The Board placed on its record its appreciation for the valuable contribution of Mr Daniel Simpson Jacobs in the sustained growth of the Company during his tenure.

Mr Rajeev Kakar

Mr Rajeev Kakar (DIN: 01888608), Nominee Director of the Company, resigned from the Company w.e.f. April 30, 2020. The Board place on its record its appreciation for the valuable contribution of Mr Rajeev Kakar in the sustained growth of the Company during his short tenure.

Mr Arthur Sletteberg

Mr Arthur Sletteberg (DIN: 07123647), Nominee Director of the Company, resigned from the Company w.e.f May 30, 2020. The Board placed on its record its appreciation for the valuable contribution of Mr Arthur Sletteberg in the sustained growth of the Company during his tenure.

C. Retirement by rotation Mr Satvinder Singh

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr Satvinder Singh, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting to be held on August 5, 2020 and being eligible, offer himself for re-appointment as Director (Non-Executive, Promoter, Non-Independent) of the Company. Brief resume and other details of Mr Satvinder Singh who is proposed to be re-appointed as a Director (Non-Executive, Promoter, Non-Independent) of the Company have been furnished in Notice of the ensuing Annual General Meeting.

D. Key Managerial Personnel

Mr H P Singh, Chairman cum Managing Director, Mr Jugal Kataria, Group Controller, Mr Krishan Gopal, Chief Financial Officer and Mr Adhish Swaroop, Company Secretary & Compliance Officer are the Key Managerial Personnel of your Company in accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The present term of Mr H P Singh as Chairman cum Managing Director of the Company shall expire on September 30, 2020. The Board recommended the re-appointment of Mr H P Singh as Chairman cum Managing Director of the Company effective from October 1,2020 for a further term of five years.

During the year under review, Mr Krishan Gopal was appointed as Chief Financial Officer and Key Managerial Personnel of the Company in place of Mr Jugal Kataria who had stepped down from the post of CFO and designated as Group Controller and Key Managerial Personnel w.e.f. January 13, 2020. Further, Mr Adhish Swaroop was appointed as Company Secretary & Compliance Officer of the Company w.e.f. October 14, 2019 in terms of Section 203 of the Companies Act, 2013 read with Regulation 6 of SEBI Listing Regulations, in place of Mr Choudhary Runveer Krishanan who has resigned w.e.f. August 26, 2019.

Meetings of the Board

During the period under review, 6 (Six) Board Meetings were held, the detail of the same have been included in the Corporate Governance Report which forms part of the Annual Report.

PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 17(10) read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, the Nomination and Remuneration Committee and the Board of Directors have formulated a policy for performance evaluation (same is covered under the Nomination and Remuneration Policy of the Company) of its own performance, of various mandatory Committees of the Board and of the individual Directors.

Further, SEBI vide its circular (Ref. no. SEBI/HO/CFD/CMD/ CIR/P/2017/004) dated January 5, 2017 issued a guidance note on Board Evaluation for listed companies. In view of the same and in terms of Board approved Nomination and Remuneration Policy, the Independent Directors in their separate meeting held on March 21, 2020 under Regulation 25(4) of the SEBI Listing Regulations, 2015 and Schedule IV of the Companies Act, 2013 had:

(i) reviewed the performance of Non-Independent Directors and the Board as a whole;

(ii) reviewed the performance of the Chairperson of the Company, taking into account the views of executive and non-executive Directors; and

(iii) assessed the quality, quantity and timelines of flow of information between the Company management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

Further, in terms of the provisions of Regulation 19(4) read with Part D of Schedule II of the SEBI Listing Regulations, 2015 and Section 178 of the Companies Act, 2013, the performance evaluation process of all the Independent and Non-Independent Directors of the Company was carried out by the Nomination and Remuneration Committee in its meeting held on March 23, 2020.

Further, in terms of Regulations 17(10) of the SEBI Listing Regulations, 2015 and Schedule IV of the Companies Act, 2013, the Board of Directors also in their meeting held on May 15, 2020, carried out the performance evaluation of the Independent Directors (excluding the Director being evaluated) and that of its Committees.

The entire performance evaluation process was completed to the satisfaction of Board.

STATEMENT ON DECLARATION "CERTIFICATE OF INDEPENDENCE" U/S 149 (6) FROM INDEPENDENT DIRECTORS

The Board has Independent Directors and there is an appropriate balance of skills, experience and knowledge in the Board to enable the Board to discharge its functions and duties effectively. The Independent Directors have submitted disclosure that they meet the criteria of independence as provided under Section 149(6) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

COMPLIANCE WITH SECRETARIAL STANDARDS

Your Company is in Compliance with the Secretarial Standards on Meeting of the Board of Directors (SS-1) and Secretarial Standards on General Meeting (SS-2) for the financial year ended March 31,2020.

DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm and state that:

1. in the preparation of the annual accounts for the financial year ended March 31, 2020, the applicable accounting standards had been followed along with proper explanation relating to material departures;

2. 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 on March 31, 2020 and of the profit and loss of the Company for the year ended March 31,2020;

3. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. they have prepared the annual accounts for financial year ended March 31,2020 on a going concern basis;

5. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the financial year ended March 31,2020; and

6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended March 31,2020.

INFORMATION ON MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL

During the period under review, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company and its operations in future.

RELATED PARTY TRANSACTIONS

The Company has put in place a policy for Related Party Transactions (RPT Policy), which has been approved by the Board of Directors. The Policy provides for identification, necessary approvals by the Audit Committee/ Board, reporting and disclosure requirements in compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All transactions entered by the Company during the financial year with related parties were on armsRs. length basis and in the ordinary course of business. All such RPTs were placed before the Audit Committee/ Board for approval wherever applicable. The Audit Committee reviews all RPTs periodically.

During the year under review, your Company has not entered into any contracts/ arrangement / transaction with related parties which could be considered material in accordance with Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the policy of the Company on materiality of RPTs. The policy for determining material subsidiary, materiality of RPTs, and dealing with RPTs as approved by the Board may be accessed on the website of the Company and the web-link of the same is https://satincreditcare.com/wp-content/ uploads/2019/10/Materiality-ploicy.pdf.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) is given in Form AOC-2 as Annexure-I. Further, details of Related Party Transactions as required to be disclosed as per Indian Accounting Standard 24 "Related Party Disclosures" specified under Section 133 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

Furtherance to this, the remuneration paid to Mr H P Singh, Chairman cum Managing Director and sitting fee paid to nonexecutive Directors (other than Investors nominee) for each Board/Committee meeting(s) attended shown under Related party disclosures segment under "Notes to the account" of Balance Sheet in terms of Indian Accounting Standard - 24 issued by The Institute of Chartered Accountants of India.

AUDITORS & THEIR REPORTS

Statutory Auditors & their Reports:

M/s Walker Chandiok & Co., LLP, Chartered Accountants, bearing Registration No. 001076N/N500013 have been appointed on the recommendation of Audit Committee and Board of Directors (in conformity with the provisions of Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (includes amendments thereto), as the Statutory Auditors of the Company for a period of 5 years from the conclusion of the twenty seventh AGM (for FY 2017-18) till the conclusion of the thirty second AGM (for FY 2021-22) subject to the provisions of Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016 as amended from time to time. Pursuant to said RBI Notification, the Company is required to rotate the signing partner of the Statutory Auditors in every three years. Based on the said requirement, current signing partner Mr Lalit Kumar of M/s Walker Chandiok & Co., LLP is required to be rotated by replacing him with Mr Manish Gujral, Chartered Accountant as Partner of M/s Walker Chandiok & Co., LLP

Your Company has also received their written consent and a certificate that they satisfy the criteria provided under Section 141 of the Companies Act, 2013 (includes amendments thereto) and the said appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder.

The AuditorsRs. Reports for the financial year 2019-20 does not contain any qualification, reservation, adverse remark or disclaimer. Further, there were no instances of any fraud reported by the Statutory Auditor to the Board pursuant to Section 143(12) of the Companies Act, 2013.

The Board has placed on record its sincere appreciation for the services rendered by M/s Walker Chandiok & Co., LLP as Statutory Auditors of the Company.

Secretarial Auditors & their Report:

In terms of Section 204 of the Companies Act, 2013 and Rules framed thereunder and based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed M/s S. Behera & Co. Company Secretaries (ICSI PCS Registration No. 5980) as the Secretarial Auditors of the Company for the financial year 2019-20 in its meeting dated May 8, 2019.The Company provided all the assistance and the facilities to the Secretarial Auditors for conducting the Secretarial Audit. Secretarial Audit Report as provided by M/s S. Behera & Co., Company Secretaries is also annexed to this Report, in the prescribed Form MR-3, as Annexure-II. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

The Board has placed on record its sincere appreciation for the services rendered by M/s S. Behera & Co., Company Secretaries, as Secretarial Auditors of the Company.

Internal Auditor & Report:

In accordance with the provisions of Part C of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 138 of Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014 and based on the recommendation of the Audit Committee, the Board of Directors of the Company has appointed Mr Sanjay Vishwanath Choudhary, Chief Audit Officer of the Company as Internal Auditor of the Company in its meeting dated February 12, 2020 to audit the internal systems, controls and procedures and/or such others matters as may be decided by the Audit Committee to whom it shall report upon such matters.

Reporting of Frauds by Auditors

During the period under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee/ Board or Central Government any instances of material fraud in the Company by its officers or employees under Section 143(12) of the Companies Act, 2013.

However, few instances of misappropriation including embezzlement of cash by the employees amounting to Rs. 127.77 lakhs. The Company has terminated the services of such employees and also initiated legal action against such employees. The Company has recovered Rs. 34.64 lakhs from some employees.

AUDIT COMMITTEE

The Company has an Audit Committee constituted in accordance with the provisions of Section 177 of the Companies Act, 2013, RBI Guidelines and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the members of the Committee have expertise in finance and have knowledge of accounting and financial management. The Chairman of the Committee, Mr Sanjay Kumar Bhatia not attended the last Annual General Meeting held on July 6, 2019 due to his pre-occupation. The scope of the activities of the Audit Committee as set out in Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and read with Section 177 of the Companies Act, 2013 and other applicable laws are approved by Board of Directors of the Company. The composition of the Audit committee and the details of meetings attended by the Committee members are provided in Corporate Governance Report which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Company has a vision to drive holistic empowerment of the community and carries CSR initiatives through partnering with a trust / foundation, qualified to undertake CSR activities in accordance with Schedule VII of the Companies Act, 2013 (includes amendments thereto). Sustainability and social responsibility are an integral element of corporate strategy of the Company. In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established the Corporate Social Responsibility Committee (CSR Committee) and the composition, function and details of meetings attended by the Committee Members are provided in the Corporate Governance Report.

The Board adopted the CSR Policy, formulated and recommended by the CSR Committee, and the same is available at https://satincreditcare.com/wp-content/ uploads/2018/06/CSR_Policy_version_2.pdf.

During the period under review, due to the challenging business environment and current situation of the country, the Company was unable to spend CSR expenditure of Rs. 231.45 lakhs and based on the recommendation of CSR Committee, the Board of Directors in their meeting held on May 15, 2020 had carried forward the CSR expenditure of Rs. 231.45 lakhs to the financial year 2020-21. As per the requirement of Rule 8(1) of the Companies (Corporate Social Responsibilities) Rules, 2014 the Annual Report on CSR is annexed as Annexure - III to this report and the same is posted on the website of the Company i.e. www.satincreditcare.com.

E-VOTING

To widen the participation of shareholders in Companys decisions pursuant to provisions of Section 108 of Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended and in terms of Regulation 44 of the SEBI (Listing Obligations and Disclosures Requirements) Regulation 2015, the Company has provided e-voting facility to its members, in respect of all members resolutions to be passed at General Meeting(s) of the Company. The Company is providing this facility to enable them to cast their votes electronically on all resolutions set forth in the Notice. The instruction(s) for e-voting for ensuing Annual General Meeting is provided with Notice to members. The Company has signed necessary agreements with National Securities Depository Limited and Central Depository Services (India) Limited to facilitate e-voting for members approval in their general meetings or through postal ballots.

REGISTER E-MAIL ADDRESS

To contribute towards greener environment, the Company again proposes to send documents like general meeting notices/other notices, annual report, audited financial statements, boardsRs. report, auditorsRs. report or any other document, to members in electronic form at the e-mail address provided by them and/or available to the Company by the Depositories. Members who have not yet registered their e-mail address (including those who wishes to change their already registered e-mail address) may get the same registered/updated either with his / her depository participants or by writing to the Company/ RTA.

EMPLOYEES STOCK OPTION PLAN

Pursuant to the approval accorded by members at their Annual General Meeting held on July 6, 2017, the Nomination and Remuneration Committee (NRC) of the Company formulated a new scheme Satin Employee Stock Option Scheme 2017Rs. (ESOS 2017) in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014. ESOS is applicable to all permanent and full-time employees (as defined in the Plan), excluding promoters of the Company.

The eligibility of employees to receive grants under the Plan has to be decided by NRC from time to time at its sole discretion.

Vesting of the options shall take place in the manner determined by NRC at the time of grant provided the vesting period. Vesting of options shall be subject to the condition that the Grantee shall be in continuous employment with the Company and such other conditions as provided under ESOS 2017. The Exercise Price of each grant is determined by NRC at the time of grant.

Presently, stock options have been granted or shares have been issued under the following scheme:

A. Satin Employee Stock Option Scheme 2009

(ESOS 2009)

B. Satin Employee Stock Option Scheme 2017

(ESOS 2017)

Details of Options Granted, Vested and Exercise of Options

I. ESOS 2009

Date of Grant of Options No of Options Granted VestingDate Vesting out of 150000 Options No of Options Exercised VestedOption No of Options Exercised VestedOption No of Options Exercised
January 12, 2010 1,50,000 January 12, 2011 50,000 50,000 - - - -
- - January 12, 2012 50,000 50,000 - - - -
- - January 12, 2013 50,000 50,000 - - - -
December 2, 2013 98,300 December 2, 2014 - - 29,090 25,824 - -
- - December 2, 2015 - - 29,100 22,633 - -
- - December 2, 2016 - - 29,110 27,243 - -
December 2, 2016 87,900 December 2, 2017 - - - 22,300 21,100
- - December 2, 2018 - - - - 19,300 19,300
December 2, 2019 - - - - 13,300 13,300

II. ESOS 2017

Date of Grant of Options No of Options Granted Vesting Date Vested Option No of Options Exercised
August 14, 2017 1,45,200 August 14, 2018 21,400 12,200
August 14, 2019 15,800 13,500
May 30, 2018 2,26,600 May 30, 2019 1,05,050 20,950

A. Disclosures as per Indian Accounting Standard 102 Share Based Payment issued by ICAI.

1. The Company had NilRs. share-based payment arrangements during the year ended March 31,2020.

2. The estimated fair value of each stock option granted in the general employee stock option plan is Rs. 420.75, Rs. 166.98 and Rs. 254.54. This was calculated by applying Black Scholes pricing model. The model inputs were as follows

Inputs Grant 3 ESOS 2009 Grant 1 ESOS 2017 Grant 2 ESOS 2017
3rd Tranche of Vesting 1st Tranche of Vesting 2nd Tranche of Vesting 3rd Tranche of Vesting 1st Tranche of Vesting 2nd Tranche of Vesting
Date of Grant December 2, 2016 August 14, 2017 August 14, 2017 August 14, 2017 May 30, 2018 May 30, 2018
Share Price at grant Date (In Rs.) 438.40 267.38 267.38 267.38 386.65 386.65
Exercise price (In Rs.) 20.00 160.00 160.00 160.00 160.00 160.00
Expected Volatility (%) 60.39 55.86 62.90 62.90 45.31 53.94
Expected Dividends Yield - - - - - -
Contractual Life (in years) 3.08 1.50 2.50 3.50 1.50 2.50
Risk Free Interest Rate (%) 6.03 6.35 6.40 6.45 7.53 7.66

3. Other information regarding employee share-based payment plans is as below:

Particular Year ended March 31, 2020 Year ended March 31, 2019
Expense arising from employee share-based payment plans (Rs. in lakhs) 147.97 317.86

B. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with Indian Accounting Standard 33 - Earnings per Share issued by ICAI or any other relevant accounting standards as prescribed from time to time. Diluted EPS is Rs. 30.52.

Effects of Share Options on Diluted Earnings per Share (Accounting year April 01, 2019 to March 31, 2020)

Particulars:
Net profit for the year ended March 31,2020 (Rs. In lakhs) 15,626.71
Weighted average number of equity shares outstanding during the year ended 2020 5,09,20,738 shares
Average fair value of one equity share during the year ended March 31,2020 (Rs.) 420.75, 166.98 & 254.54
Weighted average number of Optionally convertible preference shares under conversion during the year ended March 31,2020 3,19,305
Weighted average number of share warrants under Conversion during the year ended March 31,2020 4,25,740
Weighted average number of share options under Conversion during the year ended March 31,2020 23,461
Exercise price for shares under option during the year ended March 31,2020 (Rs.) 20.00 & 160.00

Computation of earnings per share

Particulars Earnings (Rs. In lakhs) Shares Earnings Per Share
Net profit for the year ended March 31,2020 15,626.71 - -
Weighted average number of shares outstanding during year ended March 31,2020 - 5,09,20,738 -
Basic earnings per share (Rs.) - - 30.69
Dilutive impact of optionally convertible and redeemable preference shares 149.40 - -
Number of Optionally convertible preference shares under conversion - 3,19,305 -
Number of share warrants under conversion - 4,25,740 -
Number of share options under conversion - 23,461 -
Diluted earnings per share (Rs.) 15,776.11 5,16,89,244 30.52

C. Details related to ESOS

(i) A description of each ESOS that existed at any time during the year, including the general terms and conditions of each ESOS

SI. Particular No. Satin ESOP 2009 (Remarks) Satin ESOP I 2010 (Remarks) Satin ESOP II 2010 (Remarks) Satin ESOS Scheme 2017
a) Date of shareholders approval June 01,2009 March 26, 2010 December 15, 2010 July 6, 2018
b) Total number of options approved under ESOS 4,25,000 1,00,000 1,50,000 3,61,400 and such other unvested options under existing ESOP Schemes
c) Vesting requirements/ Conditions The actual vesting of options will depend on continuation to hold the services being provided to the Company at the time of exercise of options and such other conditions as mentioned in the ESOP Scheme. The actual vesting of options will depend on continuation to hold the services being provided to the Company at the time of exercise of options and such other conditions as mentioned in the ESOP Scheme. The actual vesting of options will depend on continuation to hold the services being provided to the Company at the time of exercise of options and such other conditions as mentioned in the ESOP Scheme. The actual vesting of options will depend on continuation to hold the services being provided to the Company at the time of exercise of options and such other conditions as mentioned in the ESOS Scheme, 2017.
d) Exercise price or pricing formula Rs. 20/- being the Fair Value of the shares of the Company (Computed on the basis of Audited result FY 2008-09). Rs. 22/- being the Fair Value of the shares of the Company. (Computed on the basis of Audited result FY 2009-10) Rs. 25/- being the Fair Value of the shares of the Company. (Computed on the basis of Audited result FY 2009-10) Nomination and Remuneration Committee is free to determine the exercise price based on Market Price
e) Maximum term of options granted 3 Years 3 Years 3 Years 3 years and 2 years or as the Committee may deem fit.
f) Source of shares (primary, secondary or combination) Primary Primary Primary Primary
g) Variation in terms of options Not Applicable Not Applicable Not Applicable Variations in Terms of Grants can be done by the Nomination and Remuneration Committee

(ii) Method used to account for ESOS - Fair Value (Black Scholes Model).

(iii) Option movement during the year (For each ESOS):

Particulars Satin ESOP 2009 (Remarks) Satin ESOS Scheme 2017 (Remarks)
Number of options outstanding at the beginning of the period 2,51,700
Number of options granted during the year NA NA
Number of options forfeited / lapsed during the year 6,000 17,450
Number of options vested during the year Number of options exercised during the year Exercise Price (In Rs.) 13,300 13,300 20 1,20,850 34,450 160
Number of shares arising as a result of exercise of options 13,300 34,450
Money realized by exercise of options (Rs. in lakhs), if scheme is implemented directly by the Company 2.66 55.12
Loan repaid (Rs. in lakhs)by the Trust during the year from exercise price received 2.66 6.89
Number of options Shifted to the New ESOS Scheme, 2017 6,000 -
Number of options outstanding at the end of the year - 1,49,150
Number of options exercisable at the end of the year - 1,99,800

(iv) Weighted-average exercise prices :

• when the exercise price is equal/exceeds to market price.

• when the exercise price is less than market price ESOS 2009- Rs. 218.18

ESOS 2017- Rs. 278.20

(v) Weighted-average fair values

• when the exercise price is equal/exceeds to market price.

• when the exercise price is less than market price- ESOS 2009- Rs. 420.75,

ESOS 2017- Rs. 166.98 and Rs. 254.54

ESOS Schemes Compliance Status

ESOS 2009 and ESOS 2017 is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (SEBI ESOS Regulations) and the Companies Act, 2013. The Company has received a certificate from the Statutory Auditors of the Company certifying that ESOS 2009 and ESOS 2017 Scheme of the Company is being implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and is in accordance with the resolutions passed by the Members of the Company at a general meeting.

The ESOS Schemes are implemented in accordance with Indian Accounting Standard issued by ICAI and the relevant accounting pronouncements.

Administration of ESOS Schemes

The Nomination and Remuneration Committee of the Board administer the Employee Stock Option Schemes, formulated by the Company from time to time.

POLICIES

Vigil Mechanism/Whistle Blower Policy:

The Company in accordance with the provisions of Section 177(9) of Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") has established a vigil mechanism through Whistle Blower Policy to deal with instances of unethical behaviour, actual or suspected, fraud or violation of Companys code of conduct or ethics policy and details of the same are explained in the Corporate Governance Report. The Policy provides adequate safeguard against victimization to the Whistle Blower and enables them to raise concerns and also provides an option of direct access to the Chairman of Audit Committee. During the period under review, none of the personnel have been denied access to the Chairman of the Audit Committee.The Whistle Blower Policy is also available at https://satincreditcare.com/wp-content/uploads/2019/05/ Whistle-blower-Policy.pdf.

Policy on Nomination & Remuneration for Directors, Key Managerial Personnel (KMP) & Senior Management and Other Employees:

In pursuance of the Companys policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel (KMP), Senior Management and other employees of the Company, to have diversified Board, to harmonize the aspirations of human resources consistent with the goals of the Company and in terms of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as amended from time to time and Rules/Regulations/Guidelines/ Notifications issued by Securities and Exchange Board of India (SEBI) from time to time. The policy on nomination and remuneration was modified and approved by the Board of Directors vide its Meeting dated October 14, 2019. The Nomination and Remuneration Policy is also available at https://satincreditcare.com/wp-content/uploads/2019/10/ NRC-ver-2.2.pdf. Further, the Company periodically conduct familiarization program for the independent Directors, their roles, rights, responsibilities, nature of the industry in which the Company operates and its business model, etc. The details of such familiarization programs is disclosed on the Companys website and the web-link of the same is https://satincreditcare.com/wp-content/uploads/2019/09/ Director-Familiarization.pdf.

Risk Management Policy:

The Board has adopted the Risk Management Policy based on the recommendation of the Risk Management Committee in order to identify, assess, monitor and manage risk throughout the Company. Risk is an integral part of any business, and sound risk management is critical for the success of any organization. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment to monitor and mitigate the risk through internal audit recommendations including those relating to strengthening of the Companys risk management policies and systems.

Sexual harassment policy for women under The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

Your Company has in place a formal policy for prevention of sexual harassment of its employees at workplace. The Company is in compliance with the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and has adopted a revised policy on Sexual Harassment (forms part of HR Manual of the Company) on August 14, 2017 (while HR Manual has been last reviewed/ revised by the Board of Directors in their meeting held on November 6, 2019) to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment.

Further, during the year under review, there was no case filed under the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF EMPLOYEES

In terms of Section 197 (12) of the Companies Act, 2013 read with sub-rules (1), (2) and (3) of Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, the necessary disclosures are annexed as Annexure - IV with this report.

LISTING WITH STOCK EXCHANGES

The equity shares of the Company are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

EXTRACT OF ANNUAL RETURN

In terms of requirement made under Section 92 and Section 134(3)(a) of the Companies Act, 2013 read with applicable rules of The Companies (Accounts) Rules, 2014, extract of annual return forms part of this DIRECTORS Report and annexed as Annexure - V.

PARTICULARS ON CONSERVATION AND ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation and energy, technology absorption, foreign exchange earnings and outgo as required under clause (m) of sub-section (3) of Section 134 of the Companies Act, 2013 read with sub-rule (3) of Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - VI and forms part of this DIRECTORS Report.

ACKNOWLEDGEMENTS

Your Directors would like to place on record their gratitude for the cooperation received from lenders, our valued customers, regulatory bodies, shareholders and other stakeholders. The Board, in specific, wishes to place on record its sincere appreciation of the contribution made by all the employees towards growth of the Company.

For and on behalf of the Board of Directors
H P Singh
Place: Gurugram Chairman Cum Managing Director
Date: June 15, 2020 DIN:00333754