shriram city union finance ltd share price Directors report

To,

The Members of Shriram City Union Finance Limited Dear Members,

The Board of Directors ("Board") is pleased to present this Report with the audited standalone as well as consolidated financial statements of the Company for the financial year ended March 31, 2022 ("2021-22"). The consolidated financial statements presented pursuant to section 129 (3) of the Companies Act 2013 ("Act") and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("LODR"). The report on corporate governance, management discussion and analysis and other annexures referred to form a part of this Report.

1. RESULTS OF OPERATION

The summary of standalone and consolidated financial performance of the Company for 2021-22 is as under. The details of financials are provided in the annual financial statements.

Rs in Lakhs

Particulars	Standalone		Consolidated
	Year Ended March 31, 2021		Year Ended March 31, 2021
Total Income	6,53,039.23	5,73,843.47	7,07,749.10	6,16,188.06
Finance Charges	2,53,252.52	2,13,388.43	2,81,312.56	2,34,105.03
Depreciation	7,835.49	7,984.14	8,622.51	8,712.46
Total Other Expenses	2,45,826.85	2,13,532.15	2,60,954.20	2,25,569.39
Profit before tax ("PBT")	1,46,124.37	1,38,938.75	1,56,859.83	1,47,801.18
Total Tax expenses	37,504.87	37,844.33	40,385.16	40,029.64
Profit after Taxation ("PAT")	1,08,619.50	1,01,094.42	1,16,474.67	1,07,771.54
Paid up equity share capital (Face value of Rs 10/- per share)	6,662.80	6,600.50	6,662.80	6,600.50
Earning per equity share (Face value of Rs 10/- each)
(i) Basic	164.16	153.16	174.07	161.13
(ii) Diluted	163.17	152.81	173.02	160.76
Appropriations/Transfers:
Profit / Retained Earnings balance available for appropriation	4,66,285.25	4,01,606.68	4,86,288.03	4,16,019.16
General reserve	(10,880.00)	(10,250.00)	(10,880.00)	(10,250.00)
Statutory reserve	(21,760.00)	(20,490.00)	(23,132.01)	(21,458.72)

The above mentioned appropriations/transfers to different reserves in 2021-22 were proposed and approved by the Board at the meeting held on April 29, 2022 in compliance with the requirements of regulations of Reserve Bank of India ("RBI") and the Act. The Company being an NBFC registered with the RBI, is exempted from providing details for loans made, guarantee given or security provided in ordinary course of business as required under Section 186 of the Act. Thus, such details are not mentioned here. Loans, guarantees and investments form a part of the Annual Financial Statements provided in this Annual Report.

2. DIVIDEND

The Company follows its Dividend Distribution Policy enclosed as Annexure - 13 and displayed on the website of the Company (refer Table 1) for recommendation, declaration and payment of dividend. . The Board at its meeting held on April 29, 2022 had not considered recommendation of final dividend. The table below shows the details of dividend for 2020-21 and 2021-22.

Dividend on equity shares of Rs 10 each	No of Shares	Per share (?)	Dividend Payout Ratio	Dividend Pay out (Rs in crores)	Date of payment
Interim (2021-22)	6,61,58,139	10.00		66.15	November 24, 2021
2nd Interim (2021-22)	6,66,01,785	27.00		179.82	March 25, 2022
Total		37.00	22.65%
Interim (2020-21)	6,60,04,322	10.00		66.00	November 27, 2020
2nd Interim (2020-21)	6,60,05,022	10.00		66.00	April 19, 2021
Final (2020-21)	6,60,05,022	13.00		85.80	August 21,2021
Total		33.00	21.55%

Dividend payout is subject to applicable deduction of tax at source. No of shares indicate the numbers of shares existed on respective record date for payment of dividend. There were no delay in payment of dividend/interim dividend during 202122. The interim dividends declared shall be the dividend for the year.

3. CONTRACT OR ARRANGEMENT WITH RELATED PARTY AND ANNUAL RETURN

The Company has formulated an approved policy on Related Party Transactions ("RPT"), which is displayed on the web site of the Company (refer Table-1) which complies with regulations of RBI, the Act and LODR. There were RPTs during 2021-22. All the transactions during 2021-22 with related parties referred to in Section 188 of the Act, were on arms length basis in ordinary course of business with requisite approval of the Audit and Risk Management Committee ("ARMC"). The details of RPTs as required under Regulation 34(3) and 53(f) of the LODR appear in note no 42 of the notes to financial statements. During 2021-22, the ARMC, approved the RPTs requiring its approval. The details of RPTs were filed with both BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on half yearly basis during 2021-22. There were no material RPTs during 2021-22 with promoters, directors, key managerial personnel or other designated persons in potential conflict with the interest of the Company at large and these information were filed with both BSE and NSE on quarterly basis on or before respective due dates during 2021-22. The details of Annual Return in prescribed form MGT - 7 as required under Section 92 (3) and 134 (3) of the Act is displayed on the web site of the Company (refer Table -1)

4. STATE OF AFFAIRS

The Company lends money to its customers through its different product offerings and accepts/renews deposits being a deposit taking Non-Banking Finance Company ("NBFC") registered with the RBI. The Company has multiple product offering i.e. Enterprise Finance/MSME Finance, Two wheeler loans, Loan against Gold, Auto Finance, Personal loans. The Company continued acceptance and renewal of deposits from public and lending to its customers as mentioned above with no change in business during 2021-22. The business of the Company includes sourcing borrowers, understanding their loan requirement, providing them appropriate finance, documentation of loans and receipt/recovery of loan dues from borrowers. The Company is present all over India through its business outlets concentrated in semi-urban and rural areas. Our customer centric approach continues to bring us more number of customers resulting in higher business. 19.23 Lakhs number of customers were added during 2021-22. Total number of customers and total number of branches/ business outlets were 45.55 Lakhs and 986 respectively as on March 31,2022.

Total disbursements of loans under different products were Rs 26,14,032.32 Lakhs during 2021-22 (2020-21 : Rs 17,15,392.97 Lakhs). Income from operations in 2021-22 grew up by 13.89% to Rs 6,52,675.60 Lakhs (2020 -21 : Rs 5,73,069.65 Lakhs) and profit before tax was Rs 1,46,124.37 Lakhs 2021-22 (2020 -21 : Rs 1,38,938.75 Lakhs). As at March 31, 2022 the total assets under management stood at Rs 33,18,576.13 Lakhs (March 31,2021: Rs 29,57,086.39 Lakhs).

During 2021-22, the total consolidated disbursements of loans under different products were Rs 28,87,900.36 Lakhs (2020-21 : Rs 19,34,885.56 Lakhs). Consolidated Income from operations in 2021-22 grew by 14.99% to Rs 7,07,297.38 Lakhs (2020 -21 : Rs 6,15,097.69 Lakhs) and profit before tax was Rs 1,56,859.83 Lakhs in 2021-22 (2020 -21 : Rs 1,47,801.18 Lakhs). As at March 31, 2022 the consolidated assets under management was at Rs 38,54,077.38 Lakhs (March 31, 2021 : Rs 33,50,031.08 Lakhs).

For lending and for other purposes ,the Company needs financial resources ,which are met by borrowing money from banks/institutions, individuals and others through public issue/private placement of non-convertible debentures ("NCDs"), acceptance/renewal of fixed deposits, issue of commercial papers, cash credit/working capital loans and other loans. The summary of borrowings by the Company is as under.

Rs in Lakhs

Year ended March 31,	Deposits	Privately placed NCDs	Public issue of NCDs	Term loans	Others	Total
2022	6,82,838.64	6,12,611.69	38,902.41	12,60,240.96	4,68,587.86	30,63,181.56
2021	5,52,888.78	3,39,438.79	86,924.21	10,26,457.11	5,50,822.03	25,56,530.92

Balance outstanding on cash credit as on March 31,2022 was Rs 22,992.47 Lakhs (March 31, 2021 : Rs 35,847.57 Lakhs), Working capital demand loans as on March 31, 2022 was Rs 2,35,581.76 Lakhs (March 31, 2021 : Rs 1,76,515.34 Lakhs) and Securitisation linked Term Loan as on March 31, 2022 was Rs 2,10,013.63 Lakhs (March 31,2021 : Rs 3,38,459.12 Lakhs)

The Company serviced all its financial obligations including payment/repayments/redemption of different loans /financial instruments (principal and interest) on their respective due dates during 2021-22. The deposits and debentures issued/allotted in non-dematerialised form were redeemed on submission of the claim with documents. 3,893 number of deposits amounting to Rs 6,616.72 Lakhs were outstanding to be claimed or renewed on maturity as at March 31,2022. Subsequent follow-up by the Company for repayments/renewals brought it to 2,228 number of deposits amounting to Rs 3,232.60 Lakhs on the date of this report. There were no deposits which had matured and claimed, but were not paid by the Company. The Company takes steps to arrange for repayment/renewal of these unclaimed deposits.

The Company is required to be rated by any of the rating agencies in India for its different kinds of borrowings. Such ratings were undertaken and the ratings obtained are mentioned in notes to financial statements.

There are no significant and material orders passed by the regulators or courts or tribunals impacting going concern status and Companys operation in future. For other orders, please refer to the notes to accounts on contingent liabilities and report of the auditors. There were no material changes and commitments, affecting the financial position of the Company which occurred between March 31, 2022 being the end of the financial year of the Company and the date of this report The impact of pandemic has been dealt with in the Management Discussion and Analysis annexed to this report as Annexure - 3.

Frauds amounting to Rs 0.7 Lakhs detected during 202122 are reported in notes to financial statements and the same were reported to RBI as required. The status of frauds detected are reported in notes to financial statements. The ARMC and the Board had discussed about the status of the frauds committed and existing. The Company has formulated whistle blower and vigil mechanism policy for, in addition to other matters, bringing frauds to light by the whistle blowers.

The Company, in the capacity of Financial Creditor, has not filed any applications with National Company Law Tribunal under the Insolvency and Bankruptcy Code, 2016 during the financial year 2021-22 for recovery of outstanding loans against any customer being Corporate Debtor. Thus, the 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 is not applicable.

5. SCHEME OF AMALGAMATION

The Board and the required Committees of the Board approved in their respective meetings held on December 13, 2021, the Composite Scheme of Amalgamation and Arrangement under Sections 230 to 232, read with Regulation 52 and other applicable provisions of the Act for : (i) the amalgamation of Shrilekha Business Consultancy Private Limited ("SBCPL") with Shriram Capital Limited ("SCL"); (ii) the demerger of that undertaking from SCL, which is carrying on the business of Financial Services, and the transfer and vesting thereof into Shriram Investment Holdings Limited ("SIHL"); (iii) the demerger of those undertakings from SCL, which are carrying on the businesses of a) Life Insurance and b) General Insurance, and the transfer and vesting of the same into a) Shriram LI Holdings Private Limited ("SLIH"), and b) Shriram GI Holdings Private Limited ("SGIH") respectively; (iv) the amalgamation of SCL (with its remaining undertaking and investments) with Shriram Transport Finance Company Limited ("STFC"); and (v) the amalgamation of Shriram City Union Finance Limited ("SCUF") with STFC (referred to as "Scheme" ). The application for approval of Scheme was made to both BSE and NSE and the No Objection letter to the Scheme was received from BSE and NSE on March 15, 2022 and March 16, 2022 respectively. The Company filed application with Honourable National Company Law Tribunal, Chennai Bench ("NCLT") for the purpose. The updates on this subject will be posted on our website.

6. CAPITAL, LISTING AND IEPF

As on March 31,2022 ,the paid up capital was Rs 6,662.80 Lakhs with an increase of Rs 62.30 Lakhs during 202122 due to allotment of 622,994 (2020-21 : 2,100) shares on exercise of options under Employees Stock Options Scheme ("ESOS") 2013 by the eligible employees. The disclosures required under SEBI Regulations on ESOP as on March 31,2022 are set out in Annexure - 7 to this report. The Company has received the certificate as attached in Annexure - 8 from the auditors of the Company certifying that the ESOP Scheme is implemented in accordance with the SEBI Guidelines and in accordance with the resolution passed by the members. No equity shares other than equity shares under ESOS were issued to employees of the Company and there was no buy back of its shares by the Company during 2021-22 In compliance with Section 124 (5) of the Act, the Company transfers the dividend that has remained unclaimed for a period of seven years from the date of its transfer to unpaid dividend account to Investor Education and Protection Fund ("IEPF"). An amount of Lakhs (2020-21: Rs 86 Lakhs) is lying in unpaid equity dividend account of the Company. The unpaid dividends till March 31,2015 were transferred to IEPF. The Company as provided under Section 124(6) of the Act, transferred all shares in respect of which unclaimed dividends were transferred to IEPF during 2021-22. In compliance with section 125 (2) of the Act, matured deposits, matured debentures and interest accrued on these that had remained unclaimed/unpaid for a period of seven years from the date it became due for payment were transferred to IEPF during 2021-22 as mentioned below.

Rs in crores

Year	Dividend	Deposits	Debentures	Equity shares in nos.
2021-22	0.110	0.092	1.541	3,802
2020-21	0.109	0.00	1.480	2,427

The Company has displayed the details of unpaid dividend on its web site (refer table no-1). The Company also posted individual letters to the last known address of the shareholder on June 4, 2021 and September 6, 2021 and advertised in newspapers on June 5, 2021 and September 8, 2021 respectively. There will be no claim lie on the Company on account of dividend, debentures and deposits which were transferred to IEPF. However the investors can claim it from IEPF Authority by following the required process.

The unclaimed equity shares existing in physical form available with the Company/RTA, are dematerialised at the time of transfer to IEPF Authorities as required under Regulation 34 of the LODR.

As required under Schedule V of LODR, the Company has opened equity share suspense Account with NSDL titled as "SCUF - Unclaimed Securities Suspense Account" for the purpose of transferring unclaimed equity shares held in physical form. The Company will transfer after due verification the shares lying in the said suspense account to the eligible shareholders on request for such transfer is received. As on March 31, 2022 there were 475 (As on March 31,2021 : 475) number of unclaimed equity shares in the said SCUF - Unclaimed Securities Suspense Account. The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

S. No Particulars	No of equity share holders	No of unclaimed equity shares
1 Unclaimed equity shares as on April 1,2021	8	475
2 Shares claimed by shareholders during the Year
3 Transfer of unclaimed equity shares to IEPF during the Year as per IEPF Rules
4 Unclaimed equity shares as on March 31,2022	8	475

The voting rights for the above said unclaimed equity shares shall remain frozen till the shares are claimed by /transferred to the concerned share holders. No equity share was issued with differential rights to voting, dividend or otherwise.

The listing fees to BSE and NSE for 2021-22 were paid on time. The shares of the Company continue to be listed on BSE and NSE.

7. HUMAN RESOURCE

We highly appreciate the efforts of our employees at all levels for their stellar performance year after year. The Company provides necessary training for reskilling and for enhancing skills of our employees. In addition, different motivational measures are taken in order to keep our employees highly motivated. We emphasise on localisation of our workforce and encourage executive growth up the organisational ladder within respective geographies. The relation between the Company and its employees have always been based on mutual respect, openness, honesty, cooperation and trust. The Company has formulated a policy on Prevention of Sexual Harassment of women employees in the work place. The Company has also constituted and Internal Complaints Committee as required under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints received during 202122. The total employee strength of the Company as on March 31, 2022 was 27997 with 1 1377 employees added during the Year. As required under Section 197(12) of the Act read with Rule - 5 (1) and 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the information on remuneration is given in table 2.1 of the Corporate Governance Report and other details are attached as Annexure - 1 to this Report.

8. SUBSIDIARY AND CONSOLIDATED FINANCIAL STATEMENTS

M/s Shriram Housing Finance Limited CIN - U65929TN2010PLC078004) ("SHFL") is the only subsidiary of the Company. SHFL is an unlisted subsidiary with 85.02% holding by the Company in the equity of SHFL. The Company subscribed to the rights issue of SHFL with 11,11,11,112 number of equity shares of face value of Rs 10 each priced at Rs 45/- per share (including premium of Rs 35/- per share) aggregating to Rs 5,00,00,00,040/- during 2021-22. The Company does not have any other material listed/ unlisted subsidiary Company as defined in Regulation 24 (1) of LODR. SHFL is a housing finance company registered under National Housing Bank ("NHB") and regulated by Reserve Bank of India (Registration Number- 08.0094.11) with registered office at Chennai. There was no entity which became or ceased to become subsidiary during 202122. The entities shown in the Notes to Accounts under Related party disclosures as Associates are treated as "associates" as per IND AS 24. The equity shares of SHFL are not listed on any stock exchange, but has debt securities listed on BSE. SHFL follows April to March as the financial year. SHFL mainly provides housing loans to self-employed and salaried class in the lower and middle income category mostly in Tier 2 and Tier 3 locations in India with 103 branches. SHFL has 22,963 customers with loans in its portfolio as on March 31, 2022. The total employee strength of SHFL as on March 31,2022 was 778. The Policy on Material Subsidiary(ies) of the Company is displayed on the web site of the Company (Refer Table 1 for the link).

SHFL also provides loans against property and loans for housing projects. The CAGR of loan disbursement of SHFL over last five years was around 23% with total disbursement during the year being Rs 2,73,868.04 Lakhs. The total borrowings of SHFL as on March 31, 2022 was Rs 3,89,667 Lakhs, out of which Rs 53,329 Lakhs was by way of NCDs and the balance amount was borrowings from Banks, National Housing Bank, Financial Institutions and securitisation through banks & financial institutions.

As prescribed under section 129(3) of the Act, the Consolidated financial statements of the Company for 2021-22 were prepared in accordance with provisions of the Act and LODR, which were audited by the statutory auditors of the Company. The consolidated financial statements along with the report of the auditors of the Company thereon are attached to this Report. Statement containing salient features of the financial statements for 2020-21 in form AOC- 1 is enclosed to the financial statements of the Company.

The annual accounts, annual reports and the related detailed information on SHFL shall be made available to the shareholders of the Company and to the shareholders of SHFL seeking such information at any point of time. In accordance with Section 136 of the Act, audited annual financial statements, consolidated financial statements and related information of the Company and the audited financial statements of SHFL are displayed on the Companys web site (Refer Table -1) and the same shall be kept at the respective Registered Office of the Company and SHFL for inspection by any shareholder during business hours. Shriram Capital Limited and SHFL continued as promoter and subsidiary of the Company respectively.

9. RESERVE BANK OF INDIA DIRECTIONS/ GUIDELINES

Being a deposit accepting NBFC registered with the RBI, the Company is regulated by the applicable regulations of the RBI. The Company continues to comply with all applicable regulations of RBI. The Company has formulated different policies and appointed different officials in the Company as required under the regulations of the RBI. The details of registration with RBI appear on note no - 1 to notes to the financial statements. The Board confirms that the Company followed the corporate governance standards prescribed by the RBI. The note nos 43, 46 to 74 and 95 to 96 and other notes of the notes to financial statements contain the information required to be reported under the regulations of the RBI. The Company accepts/ renews deposits as per regulations of RBI. Being an NBFC regulated by the RBI the disclosure required under the Act with respect to deposits does not apply to the Company The followings are the indicators of acceptance of deposits.

Description	March 31
	2022	2021
Capital Adequacy and Reserve Ratio ("CrAR")*	26.78%	28.64%
Net owned funds (? in Lakhs)	8,27,252.84	7,30,641.50
Statutory Liquidity Ratio in (? in Lakhs)	18.44%	19.35%
Deposits ( in Lakhs) including maturity payable	6,89,455.36	5,59,045.60

* The RBI prescribes the maintenance of CRAR 15 percent and above.

Our principal source of liquidity are cash, cash equivalent, balances in accounts with banks current/liquid investments ,undrawn sanctioned limits from banks/institutions and cash flow from operations. We maintain sufficient cash to meet strategic and operational needs. We understand that the liquidity in the Balance sheet need to balances between return and risk. We believe that our working capital is adequate to meet our current requirements.

10. CORPORATE GOVERNANCE

The Company follows the corporate governance practices and standards prescribed under LODR, regulations of RBI, the Act and other regulations. Report on corporate governance as required under Regulation 34(3) of LODR together with a certificate for the purpose from the auditors of the Company confirming the compliance with the corporate governance is attached to this Report (Annexure - 2). As required under Regulation 34(2)(e) and 34(3) of LODR, the Management Discussion and Analysis on the business of the Company is enclosed as Annexure - 3. As required under Regulation 17 (8) of the LODR, a compliance certificate, duly signed by the Managing Director & Chief Executive Officer and Chief Financial Officer on the financial statements of the Company for 2021-22, was submitted to the Board at their meeting held on April 29, 2022 (Annexure - 4). The relevant provisions of the voluntary guidelines are adopted in the areas deemed appropriate.

11. BUSINESS RESPONSIBILITY REPORT ("BRR")

Regulation 34(2)(f) of the LODR requires top 500 listed entities based on market capitalisation as on March 31, 2021 to include BRR as a part of the Annual Report. The Company being one such entity, has included BRR in this Annual Report (Annexure - 14).

12. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

The Company constituted a CSR Committee consisting of three Directors including two independent directors as required under Section 135 of the Act. The details of the CSR Committee appear on the Annual Report on CSR. Annual Report on CSR activities as required under Rule 9 of the Companies CSR Policy Rules, 2014 of the Act is attached to this report as Annexure - 10. The CSR policy of the Company as recommended by the CSR Committee, was reviewed and approved by the Board and is displayed on the website of the Company (refer table 1). The CSR policy contains the areas of activities of CSR and other detail as required under Section 134 (3) (o) of the Act. During 2021-22, the Company undertook CSR Projects on health, education, skill development through implementing Agent. The spend on CSR amounting to Rs 3,167.57 Lakhs (2020-21: Rs 2,195.23 Lakhs) during 2020- 21 were approved by the Board of the Company as recommended by the CSR Committee The Board affirms that the CSR activities are implemented in accordance with CSR Policy of the Company.

13. BOARD AND COMMITTEES

During 2021-22, the Company had optimum number of Directors with mix of Independent and Non Independent. Board met 6 times during 2021-22. During 2021-22, the meetings of the Board and Committees were held virtually through video conferencing at Chennai to adhere to social distancing norms. The interval between two meetings did not exceed 120 days. Members of the Board possess requisite knowledge and experience to steer the Company. The brief profile of each director appear on the website of the Company (Refer Table 1). The Company is immensely benefitted from the guidance, support and advice of the members of the Board. The Board consists of directors possessing diverse knowledge, skill and experience to enhance quality of its performance. The independent directors have requisite qualification and experience to act as a Director on the Board. Details of meetings of the Board and committees held during 202122 and the details of appointment, induction, training, retirement and resignation of Directors/KMPs during

2021- 22 are mentioned in the Corporate Governance report (Annexure - 1). The Company complied with Secretarial Standards issued by the Institute of Company Secretaries of India. The Board has Audit and Risk Management Committee ("ARMC") and Nomination and Remuneration Committee ("NRC") as specified under Section 177 and 178 of the Act respectively. The Company received necessary declaration from each independent director about his/her meeting the criteria of independence as laid down under Section 149 (7) and 134(3) (d) of the Act and Regulation 16(b) of the LODR. A statement by the Managing Director confirming receipt of this declaration from each independent director of the Company is attached as Annexure - 11. There is no change in the circumstances affecting their status as Independent Directors of the Company. The Company received required deed of covenant initially at the time of appointment and declaration during 2021-22 from the Directors as required under regulations of RBI. The Board on the recommendation of NRC has formulated a policy for selection, appointment and remuneration of directors, senior management personnel as required under Section 178 (3) and 134 (3) (e) of the Act, the details of which appear in the Annexure - 13 and the same is displayed on the web site of the Company (refer table 1). This Policy states the diversity of the Board has laid down a framework for remuneration of Directors (Executive and Non-Executive), Key Managerial Personnel and Senior Management Personnel. As required under section 134(3)(p) of the Act and the LODR, annual performances evaluation of Board, the Committees, Chairman of the Board and individual directors were carried out during 2021-22 based on the criteria and frame work adopted by the Board consisting of participation, attendance, duties, obligations, contribution for effectiveness and related matters of Board/Committee. The outcome of such evaluation done during 2021-22 was discussed by the NRC/Board and both found it satisfactory. The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non-Independent Directors and the Chairman. The Independent Directors played active role in the meetings of Committees including Audit and Risk Management Committee ("ARMC").ARMC held separate meetings to discuss related party transactions and to review policies of the Company. The ARMC also had separate meetings with Statutory Auditors, Internal Auditors and participated in the meeting with Rating Agencies separately. Each Director has given his/her declaration to the Company for not holding any shares in the Company and having no relation inter se with any Director. Independent Directors attend familiarisation programme on joining the Board and annually, the details of which is displayed on the web site (refer table 1). Sri Umesh Govind Revankar (DIN - 00141189) was appointed as the additional director with effect from December 14, 2021 holding office upto the conclusion of 36th AGM and he has expressed his intention and confirmed his eligibility to act as a Director of the Company, if appointed. As per provisions of the Act and Articles of Association of the Company, Sri Ignatius Michael Viljoen (DIN - 08452443) will retire by rotation and being eligible, has sought for re-appointment at the ensuing AGM. He has expressed his intention and confirmed his eligibility to continue as Director of the Company if appointed at the ensuing AGM. In compliance with requirements under section 149(7) of the Act and Regulation 16(1) of the LODR the Board has received the declaration from all the Independent Directors about their independence and the Board is satisfied about it. During 2021-22, there was no change (appointment/resignation) in the Key Managerial Personnel namely, Managing Director, Chief Financial Officer and Company Secretary of the Company.

14. DIRECTORS RESPONSIBILITY STATEMENT

The financial statements were prepared by following the provisions prescribed under Section 133 (3) [Indian Accounting Standard ("Ind AS")] and other applicable sections of the Act and relevant rules and the guidelines issued by the SEBI and the RBI . Pursuant to Sections 134 (3) (c) and 134 (5) of the Act with respect to Directors responsibility statement, the Directors of the Company hereby confirm, in the preparation of annual accounts for 2021-22, that :

(i) the applicable accounting standards have been followed and proper explanations have been made in notes to accounts for material departures, if any;

(ii) the accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and statement of the profit and loss of the Company for the year ended on that date;

(iii) proper and sufficient care have been taken 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;

(iv) the annual accounts have been prepared on a going concern basis.

(v) internal financial controls to be followed were laid down, which were adequate and were operating effectively and

(vi) proper systems had been devised to ensure compliance with provisions of applicable laws, which were adequate and were operating effectively

15. AUDIT AND AUDITORS

Internal audits were conducted periodically during 202122 and the reports thereon were presented to ARMC on quarterly basis. The Internal Auditor is appointed by and is reporting to ARMC. In addition to others matters, internal audit consisted of independent and objective assessment to monitor adequacy, effectiveness and adherence to the internal controls, internal financial control, processes and procedures. Internal audit checked compliance with extant regulations. Internal audit conducted followed a Risk-based approach of Internal Audit (RBIA) by taking into account the RBI guidelines and established practices. The ARMC regularly reviewed the audit findings and the adequacy and effectiveness of the internal control measures. The Company has documented its internal financial controls considering the essential components of various processes, physical and operational. These include design, implementation and maintenance along with periodical internal review of effectiveness and sustenance commensuration with the nature of business and the size of operations of the Company. This ensures conducting business in orderly and efficiently by adhering to the Companys policies, safeguarding assets, preventing errors with accuracy and completeness of the accounting records and the timely preparation of reliable financial information. The internal financial controls with reference to the financial statements were adequate and operating effectively. The Companys organisation structure, policy, authority matrix and internal financial controls ensure efficiency of operations, protection of resources and compliance with the applicable laws and regulations .The policies are reviewed periodically and updated and systems are reviewed and upgraded. The internal financial control is supplemented by internal audits, regular reviews by management to ensure reliability of financial and other records to prepare financial statements and other data. The Joint Statutory auditors of the Company, M/s R Subramanian & Company LLP Chartered Accountants Firm Registration Number 004137S/ S200041 ("RS") and M/s Abarna & Ananthan, Chartered Accountants

Firm Registration Number 000003S ("A&A") have submitted to the members of the Company the attached Independent Auditors Reports for 2021-22 on standalone financials and consolidated financials. Both the reports are unqualified, without any reservation or adverse remark or disclaimer and thus the Board does not have any explanation or comment. M/s SPNP & Associates, Company Secretaries (Certificate of Practice No : 3310 and Membership No : FCS F4862) in practice, Chennai ("SPNP") appointed by the Company as the secretarial auditors pursuant to Section 204 of the Act have conducted audit and have submitted their report as attached in Annexure - 15 to the Members, which is unqualified, without any reservation or adverse remark or disclaimer. Therefore, Board does not have any explanation or comment on such Secretarial Audit Report. Maintenance of Cost records and conducting of cost audits specified under section 148(1) of the Act are not applicable for the business activities carried out by the Company. During 2021-22, neither RS and A&A nor SPNP reported to ARM under Section 143(12) of the Act any instances of fraud committed by officers or employees of the Company. The Board appointed SPNP as secretarial auditor of the Company for 2022-23.

RS and A&A were appointed by the members as Joint Statutory auditors of the Company from Extraordinary General Meeting held on September 8, 2021 till conclusion of 36th AGM of the Company. M/s G D Apte & Co. ("GDA") had expressed their intention not to continue as the Statutory Auditors of the Company with effect from September 8, 2021 due to applicability of RBI circular no .DoS.CO.ARG/SEC 01/08.91.001/2021- 22 dated April 27, 2021 which states that only joint audit by firms and auditors completed three years of tenor cannot continue as Auditors of the Company. GDA had completed fours years and could not continue as Auditors and resigned from their office vide letter dated July 29, 2021. RS and A&A have confirmed their eligibility and have communicated their willingness to continue as auditors. Necessary resolution, based on the recommendation of the ARMC and approval of the Board, to fix remuneration of RS and A&A as Joint Statutory Auditors is proposed at the ensuing AGM. The details of payment of Statutory Auditors fees appear in financial statements.

16. MANAGEMENT OF RISK

The risk management function of the Company help in identifying, analysing, assessing, mitigating, monitoring and governing risks. The Company has a risk management policy. A separate section in this report titled "Management Discussion and Analysis" discusses about risk and its mitigating factors and the matters required under Section 134 (n) of the Act. In the opinion of the Board, there is no risk existing to threaten the existence of the Company. Report on risk assessment is presented to ARM at its meeting by the Chief Risk Officer of the Company. The Board on the recommendation of the ARMC appointed Chief Risk Officer ("CRO") of the Company with requisite qualification and experience as mention in the regulations of the RBI. The CRO reports to ARMC.

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUT GO

Section 134 (3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules 2014 specify the information to be furnished on conservation of energy, absorption of technology and foreign exchange earnings/outgo, which for the Year are furnished below. The operations of the Company are not energy intensive. However, adequate measures for conservation of energy, usage of alternate sources of energy and investments for energy conservation, wherever required were taken. The Company did not absorbed any technology. There was foreign exchange earnings of Rs 184.66 Lakhs (2020-21 : Rs 190.28 Lakhs ). The outgo of foreign exchange was Nil (2020-21 : Rs 623.25 Lakhs)

18. ACKNOWLEDGEMENT

We thank our customers, share holders, investors, bankers, employees, trustees, vendors, auditors, deposit holders and debenture holders. The Board expresses its appreciation and gratitude for the guidance and cooperation extended to the Company by RBI, statutory authorities and regulators. The Board acknowledges the guidance of M/s RS and M/s A&A and M/s SPNP to the Company. The Board records the commitment and dedication of employees.

For and on behalf of the Board of Directors
Place : Chennai	Debendranath Sarangi
Date : April 29, 2022	Chairperson