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The Directors take pleasure in presenting the 68th Annual Report together with the audited financial statements of the Company for the year ended 31st March 2017.
1. Scheme of Arrangement, Share Capital and reduction in face value of Share
The Board of Directors of the Company, at the meeting held on 3rd November, 2016, approved a Scheme of Arrangement (Scheme) for the demerger of the Manufacturing Business Undertaking of the Company, on a going concern basis, in favour of Tube Investments of India Limited (Resulting Company, formerly TI Financial Holdings Limited). The Manufacturing Business Undertaking means manufacturing of tubes, strips, tubular components, bicycles and fitness products, chains for automobile sector and industrial applications, roll-formed sections, other metal formed products, industrial gears, designing and manufacturing of dies and includes investments in Shanthi Gears Limited, Financiere C10 SAS, Sedis SAS, Sedis Co. Limited, Sedis Gmbh, TI Tsubamex Private Limited and TI Absolute Concepts Private Limited. The Scheme received the approval of the shareholders of the Company at the Equity Shareholders meeting convened and held on 24th April, 2017 as per the directions of the National Company Law Tribunal, Chennai (NCLT). The Scheme was sanctioned by the NCLT vide its Order dated 17th July, 2017. The Scheme has become effective on 1st August, 2017, being the date of filing of the aforementioned Order of Sanction with the Registrar of Companies, Tamil Nadu, Chennai. The Appointed Date for transfer and vesting of the Manufacturing Business Undertaking of the Company into the Resulting Company was 1st April, 2016.
Consequent to the said demerger of the manufacturing activities, the business of the Company is financial services in the nature of investment company. The Company has substantial investments in the following companies:
Cholamandalam Investment and Finance
Company Limited engaged in non-banking financial business;
Cholamandalam MS General Insurance Company Limited engaged in general insurance business; and
Cholamandalam MS Risk Services Limited engaged in risk management and engineering solutions business.
In order to reflect the present nature of business, the name of the Company is being changed to TI Financial Holdings Limited.
Pursuant to the Scheme, in respect of the issued, subscribed and paid up share capital of the Company, the face value of each share was also correspondingly reduced to 1/-. Necessary formalities are being complied with in the said regard including crediting of the new Equity Shares of the face value of 1/- and dispatch of the share certificates to the shareholders holding the shares in physical form.
The shareholders are entitled for issue and allotment of corresponding number of equity shares of 1/- each in the Resulting Company. The shares so issued will be listed on the same Stock Exchanges where the equity shares of the Company are listed viz., the BSE Limited and the National Stock Exchange of India Limited.
During the year under review, the Company has not issued shares with differential voting rights and sweat equity shares.
2. Share Capital
The paid up Equity Share Capital as on 31st March, 2017 was 18.75 Cr. During the year under review, the Company allotted 1,01,334 Equity shares to eligible employees under the Employees Stock Option Scheme.
Consequent upon demerger of the Manufacturing Business Undertaking as stated above on a going concern basis in favour of the Resulting Company, the share capital will stand reduced in accordance with the Scheme of Arrangement.
3. Business Environment
The Indian financial sector is a highly diversified one comprising banks, insurance companies, non-banking financial companies, pension funds, mutual funds, co-operatives and smaller financial entities, with payment banks being the latest entrants to the sector. The sector is currently in an expansion mode with the existing financial services players registering strong growth besides new entities entering the market. In recent years, the Government of India and the Reserve Bank of India have ushered in
a slew of reforms to liberalise, regulate and boost the sector. With such a collective thrust by the Government as well as the private sector, needless to state, the Indian financial services market is fast becoming one of the most dynamic and vibrant of the capital markets across the globe.
The Company has a sizeable shareholding stake in businesses engaged in non-banking financial services (NBFCs, as generally referred), general insurance and risk management services as per details furnished in this Report.
For the Indian NBFC industry, the year 2016-17 was a stable one, thanks to the favourable stance adopted by both the Regulator and the Government. Riding on the back of very welcome measures, by and large, it is expected that the sector will witness steady growth in the coming years, backed by a continuous expansion of the asset classes and higher market share for the key players in the market, which may come even at the cost of mid-sized banks.
For Cholamandalam Investment and Finance Company Limited, engaged in financial services, with its major funding stake in the auto sector, the outlook remains positive as the sector is expected to grow between six and nine per cent.
The Indian general insurance industry has grown close to twenty per cent year after year over the last several years with the gross direct premium of non-life insurers (except standalone health) at around 1.1 billion in 2016-17. This, despite the challenges the industry has been facing due to the overall slowdown in the economy, weak investment stream and changes that tail a de-tariffed regime. The new Crop Insurance Scheme of the Government of India has provided an appreciable impetus in handsomely improving the crop insurance premium for the industry, with the motor, health and fire segments too continuing to grow strongly.
For Cholamandalam MS General Insurance Company Limited, engaged in general insurance business, the business outlook remains very positive as it seeks to geographically grow through phased building of its distribution reach, through a digitally enabled model, across the country.
For Cholamandalam MS Risk Services Limited, engaged in providing risk management and engineering solutions in the field of safety, health and environment, in association with Cholamandalam MS General Insurance Company Limited, the business outlook is bright as it looks at constantly strengthening its consultancy portfolio through the launch of newer services.
|4. Standalone Financial Highlights||in Crores|
|Profit Before Exceptional Items and Tax||36.29||138.80|
|Profit Before Tax||36.29||923.78|
|Profit After Tax||36.29||729.89|
|Surplus at the beginning of the Year||776.45||181.53|
|Transfer pursuant to the Scheme of Arrangement||(406.05)||
|Profit for the Year||36.29||729.89|
|Transfer to Reserve Fund||(7.30)||
|Transfer to Debenture Redemption Reserve (Net)||
|Interim Dividend 1.25 (Previous year 1.50) per Equity Share of 2/- each||(23.43)||(28.09)|
|Final Dividend Proposed - Nil (Previous year 3.50 - Special Dividend)||
|Dividend Distribution Tax||(4.78)||(18.49)|
|Earlier years provision for Dividend Distribution Tax no longer required||1.45|
|Balance carried to Balance Sheet||371.18||776.45|
*Consequent to the demerger of the Manufacturing Business Undertaking from the Company with effect from 1st April, 2016, the Company is vested with the remaining business undertaking being the Financial Services Business only. Accordingly, figures for the financial year ended 31st March, 2016 and 31st March, 2017 are not comparable.
5. Performance Overview
During the year under review, the Company earned revenue of 40.07 Cr. mainly through dividend income received on its strategic long-term investments in the companies engaged in financial services business as stated above. The profit before and after tax for the year was at 36.29 Cr.
As stated, the Company has a portfolio of significant, strategic investments which are long-term in nature in the companies as listed above. These companies performed well during the year under review as may be seen from their performance summary below:
5.1 Cholamandalam investment & Finance Company Limited (CIFCL)
The Company holds about 46% of the paid up and subscribed equity share capital of CIFCL, a leading comprehensive financial services provider offering vehicle finance, home loans, home equity loans, SME loans, investment advisory services, stock broking and a variety of other financial services to its customers. Thus, CIFCL is an Associate Company. CIFCL presently operates from over 700 branches across India with total assets under management above 36,000 Cr. CIFCL is a listed company, with its equity shares traded on the National Stock Exchange of India Limited (NSE) and the BSE Limited (BSE).
CIFCL had yet another year of fine performance with its vehicle finance vertical doing well. CIFCLs consolidated profit before tax at 1107 Cr. increased by 26% (previous year: 879 Cr.) and consolidated profit after tax at 719 Cr. grew by 25% (previous year: 575 Cr.). CIFCLs disbursements increased to 18,591 Cr. during the year (previous year: 16,380 Cr.).
CIFCL declared an interim dividend of 3.50 per share and further, declared a Final Dividend of 2.00 on equity share of face value of 10 each for the financial year, 2016-17.
5.2 Cholamandalam MS General insurance Company Limited (CMSGICL)
The Company holds about 60% of the paid up and subscribed equity share capital of CMSGICL - a joint venture with Mitsui Sumitomo Insurance Company Ltd., Japan, engaged in general insurance business. Thus, CMSGICL is a subsidiary of the Company. CMSGICL offers a wide range of insurance products for individuals and corporates. For individuals, various products are offered under Motor Insurance, Travel Insurance, Health Insurance, Accident Insurance and
Home Insurance. For SMEs and Corporate Insurance clients, CMSGICL offers customized insurance solutions encompassing insurance and risk consulting services such as Fire Insurance, Engineering Insurance, Liability Insurance, Marine Insurance and Property Insurance.
CMSGICL achieved a Gross Written Premium (including reinsurance remittance) of 3143 Cr. during the year (previous year: 2466 Cr.), a growth of 27%.
CMSGICLs profit before tax at 297 Cr. increased by 39% (previous year: 213 Cr.) and profit after tax at 208 Cr. grew by 41% (previous year: 148 Cr.).
CMSGICL has declared a maiden dividend of 0.60 per share on its equity share of face value of 10 each for the financial year.
5.3 Cholamandalam MS Risk Services Limited (CMSRSL)
The Company holds about 49.50% of the paid up and subscribed equity share capital of CMSRSL, (a joint venture with Mitsui Sumitomo Insurance Company Ltd., Japan) and has a technical collaboration with InterRisk, a group company of Mitsui Sumitomo Insurance Group. Chola MS Risk offers comprehensive Risk Management and Engineering solutions in the field of Safety, Health and Environment.
CMSRSL achieved revenue of 39.19 Cr. during the year (previous year: 32.42 Cr.). The profit before tax was at 2.61 Cr. (previous year: 2.83 Cr.) and profit after tax was at 1.60 Cr. (previous year: 1.99 Cr.).
CMSRSL declared a dividend of 2.00 per share on its equity share of face value of 10 each for the financial year, 2016-17.
The Board of Directors had declared an interim dividend of 1.25 per share during the financial year 2016-17, which was paid on 24th February, 2017. After considering the accounts of the Company for the year ended 31st March, 2017, the Board does not propose to recommend any final dividend for the year.
7. Registration with Reserve Bank of India
The Companys revenue and assets are in the form of financial assets/revenues and hence, certain regulatory requirements prescribed by the Reserve Bank of India (RBI) for non-banking financial companies would be applicable to the Company. Since the Company meets all the criteria for a Core Investment Company and has a net worth in excess of 100 Crore, the Company may have to seek registration with the RBI under the relevant provisions, if the Company intends to access
public funds as defined under the extant regulatory guidelines.
Mr. C K Sharma resigned from the Board with effect from 7th March, 2017 for personal reasons. Further, consequent to the demerger of the Manufacturing Business Undertaking, M/s. M M Murugappan, Hemant M Nerurkar, Madhu Dubhashi, Pradeep V Bhide and S Sandilya resigned from the Board of Directors of the Company with effect from 1st August, 2017. The Board places on record its appreciation for the contributions made by them during their term as Chairman / Directors of the Company.
Consequent to Mr. L Ramkumar assuming Office as Managing Director in the Resulting Company, he resigned as a Director and as Managing Director of the Company with effect from 1st August, 2017. The Board places on record its appreciation for the contribution made by Mr. Ramkumar during his tenure in Office.
Mr. Vellayan Subbiah was appointed as Additional Director and as Managing Director (Designate) with effect from 19th August, 2017, subject to the approval of the shareholders. As per the terms of his appointment, the appointment was intended for the manufacturing business company. Consequent to the demerger of the manufacturing business and his assuming office as such in the Resulting Company, his appointment will not be taking effect in the Company.
Mr. A Vellayan, Mr. M B N Rao (Independent Director) and Ms. Shubhalakshmi Panse (Independent Director) were appointed as Additional Directors of the Company with effect from 1st August, 2017. Mr. A Vellayan was elected as the Chairman of the Board of Directors of the Company at the Board meeting held on 9th August, 2017.
A resolution proposing the appointment of Mr. A Vellayan as a Director liable to retire by rotation, under Section 152 of the Companies Act, 2013 (the Act), forms part of the Notice for the ensuing Annual General Meeting (AGM).
Mr. N Srinivasan, Director, liable to retire by rotation under Section 152 of the Act, retires by rotation at the forthcoming AGM and being eligible, offers himself for re-appointment.
Mr. M B N Rao and Ms. Shubhalakshmi Panse, Independent Directors in terms of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations),
being eligible, offer themselves for appointment as Independent Directors pursuant to Section 149 of the Act. Each of them has furnished necessary declaration in terms of Section 149(6) of the Act, affirming that they meet the criteria of independence as stipulated thereunder.
The Board takes pleasure in recommending the appointments of Mr. A Vellayan, Mr. M B N Rao and Ms. Shubhalakshmi Panse and the re-appointment of Mr. N Srinivasan at the forthcoming AGM as Directors as per details contained in the Notice for the 68th AGM.
9. Key Managerial Personnel
The Company had appointed Mr. K Mahendra Kumar as Chief Financial Officer and Key Managerial Personnel at the Board Meeting held on 3rd November, 2016 in the vacancy caused by the resignation of Mr. Arjun Ananth on 29th February, 2016 and he joined on 15th December, 2016.
Mr. K Mahendra Kumar and Mr. S Suresh, Company Secretary resigned with effect from 1st August, 2017 consequent to the demerger and their appointments as the Chief Financial Officer and the Company Secretary respectively in the Resulting Company.
Mr. N Ganesh was appointed as Manager of the Company pursuant to the provisions of Sections 196, 197 and 203 read with Schedule V and other applicable provisions of the Companies Act, 2013 and the Rules thereunder as may be applicable, for a term of three years with effect from 9th August, 2017, subject to approval of the shareholders.
The following are the Key Managerial Personnel (KMPs) of the Company. All the KMPs were appointed with effect from 9th August, 2017:
a) Mr. N Ganesh as the Manager;
b) Mr. AN Meyyappan as the Chief Financial Officer; &
c) Ms. E Krithika as the Company Secretary and Compliance Officer under the SEBI Listing Regulations.
At the 66th Annual General Meeting, M/s. S.R. Batliboi & Associates LLP, Chartered Accountants were appointed as the Statutory Auditors of the Company for a period of five years from the conclusion of the said 66th Annual General Meeting till the conclusion of the 71st Annual General Meeting. In terms of the Companies Act, 2013, the appointment of the said Statutory Auditors is subject to ratification each year.
Further, in terms of the Shareholders approval, the remuneration payable to the said Statutory Auditors in respect of their appointment is to be fixed each year.
Accordingly, the Board recommends the ratification of the appointment of M/s. S.R. Batliboi & Associates LLP, Chartered Accountants as the Statutory Auditors of the Company for the period from the conclusion of the 68th Annual General Meeting till the conclusion of the 69th Annual General Meeting on the terms of remuneration as set out in the resolution contained in the Notice of the Annual General Meeting.
11. Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo
The Company has no activity relating to consumption of energy or technology absorption etc. The Company does not have any foreign exchange earnings. There was a foreign exchange outgo, by way of repatriation of dividend, amounting to 0.03 Cr. during the year under review, details relating to which are annexed and form part of this Report as Annexure A.
12. Corporate Social Responsibility
The Corporate Social Responsibility (CSR) Committee was reconstituted post demerger. The Committee consists of three members, of them one is an Independent Director.
The Company, being part of the Murugappa Group, is known for its tradition of philanthropy and community
service. The Companys philosophy is to reach out to the community by establishing service-oriented philanthropic institutions in the field of education and healthcare as the core focus areas. Pursuant to the requirements of the Companies Act, 2013, the Company has put in place a CSR policy incorporating the requirements therein which is also available on the Companys website at the following link, http://www.tifhl.com/article/values/467 .
As per the provisions of the Companies Act, 2013, 2.03 Cr., was required to be spent on CSR and 2.57 Cr. was spent towards CSR projects/activities during the financial year. Details are furnished in the Annual Report of CSR activities annexed to and forming part of this Report as Annexure B as well as in the Companys website at the following link,13.1. Deposits
|14. Consolidated Financial Highlights||in Crores|
|Profit Before Exceptional items and Tax||294.74||647.56|
|Profit Before Tax||294.74||1374.18|
|Profit After Tax||205.31||1007.11|
|Share of profit from Associate||332.52||173.84|
|Net Profit for the Year||454.57||1038.91|
* Consequent to the demerger of the Manufacturing Business Undertaking from the Company with effect from 1st April, 2016, the Company is vested with the remaining business undertaking being Financial Services Business only. Accordingly, figures for the financial year ended 31st March, 2016 and 31st March 31, 2017 are not comparable.
Cholamandalam MS General Insurance Company Limited is a subsidiary, Cholamandalam Investment and Finance Company Limited is an associate and Cholamandalam MS Risk Services Limited is a joint venture of the Company.
The Statement containing salient features of the financial statements of the Companys subsidiary, associate and joint venture companies is attached as Annexure C. The Consolidated Financial Statements of the Company and its subsidiary, associate and joint venture companies prepared in accordance with the Accounting Standard (AS) 21, form part of the Annual Report.
The Company derives its income mainly by way of dividend from long-term investments made in companies engaged in financial services, which are mainly subsidiary, joint venture or associate of the Company. During the financial year, the profit before and after tax were at 36.29 Cr., due to dividends received from the investee companies on the back of their improved business performance.
Internal control systems in the organisation are looked at as the key to its effective functioning. The role of Internal Audit is to periodically evaluate the adequacy and effectiveness of the internal controls, recommend improvements and also review adherence to policies based on which corrective action is taken to address gaps, if any.
Revenue and capital expenditures will be governed by approved budgets and the levels defined by a delegation of authority mechanism. Review of capital expenditure will be undertaken with reference to benefits expected in line with the policy for the same.
The Company has a formal system of internal financial control to ensure the reliability of financial and operational information, and regulatory and statutory compliances. The Companys business processes are equipped with monitoring and reporting processes to ensure financial discipline and accountability.
Risk management refers to the formal processes whereby risks associated with the "enterprise", as a whole, are managed. As the Company is an investment company, its investments will be subject to a formal detailed evaluation and approval by the Board of Directors.
A report on corporate governance of the Company together with a certificate from the Auditors is annexed in accordance with the terms of the SEBI Listing Regulations and forms part of the Boards Report as Annexure D. A certificate has been submitted to the Board regarding the financial statements and other matters in terms of Part B of Schedule II [Corporate Governance] of the SEBI Listing Regulations.
The Report further contains details as required to be provided in the Boards Report on the policy on Directors appointment and remuneration including the criteria, annual evaluation by the Board and Directors, composition and other details of Board committees, implementation of risk management policy, whistle-blower policy/vigil mechanism etc.
The information required to be disclosed under the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 is annexed to and forms part of this Report as Annexure E.
An internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment is functional. The Company has framed a policy on prevention of sexual harassment at workplace in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The policy extends to all employees (permanent, contractual, temporary and trainees). Appropriate sensitization about the new Policy and the remedies available thereunder is being made as required. No complaints were received and disposed off during the year under review.
Details in respect of the Companys Employee Stock Option Schemes as required under the relevant SEBI Regulations are displayed in the Companys website at the following link, http://www.tifhl.com/article/ values/554.
With respect to the Stock options granted by the Company under the existing Stock Option Schemes, on the Scheme becoming effective, the employees concerned (irrespective of whether they continue to be employees of the Company or become employees of the Resulting Company) will be issued one stock option by the Resulting Company for every stock option held in the Company, whether the same are vested or not on terms and conditions similar to the relevant Schemes. As per the Scheme, necessary steps are being taken to enable the continuance of the same in the hands of the employees who become employees of the Resulting Company. The existing exercise price of the stock options of the Company shall stand suitably adjusted in an appropriate manner as determined by the Nomination and Remuneration Committee of the Company and the balance of the exercise price shall become the exercise price of the stock options issued by the Resulting Company.
The Board of Directors confirm that the Company has in place a framework of internal financial control and compliance system, which is monitored and reviewed by the Audit Committee and the Board besides the statutory, internal and secretarial auditors. Further, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors confirm that:
a) in the preparation of the annual financial statements for the year ended 31st March 2017, the applicable accounting standards have been followed and that there were no material departures therefrom;
b) they have, in the selection of accounting policies, consulted the statutory auditors and have applied their recommendations consistently and made adjustments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2017 and of the profit of the Company for the year ended on that date;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
e) 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 year ended 31st March, 2017; and
f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the year ended 31st March, 2017.
All related party transactions that were entered into during the financial year under review were on an arms length basis and were in the ordinary course of business. There were no materially significant related party transactions during the year which may have a potential conflict with the interest of the Company at large. Necessary disclosures as required under the Accounting Standard (AS) 18 have been made in the notes to the Financial Statements.
The policy on Related Party Transactions as approved by the Board is uploaded and is available on the following link on the Companys website, http://www.tifhl.com/article/values/476 . None of the Directors had any pecuniary relationships or transactions vis-a-vis the Company.
During the year under review:
- the Companys manufacturing business
was demerged pursuant to the Scheme of Arrangement as per details furnished in paragraph 1 above [Scheme of Arrangement, Share Capital and Listing of Equity Shares]. Consequently, the Company has become financial services company in the nature of investment company;
- there were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate viz., 31st March, 2017 and the date of this Report; &
- there were no significant material orders passed by the regulators or courts or tribunals impacting the Companys going concern status and its operations in future.
25. Secretarial Audit
During the financial year 2016-17, the Company had pursuant of the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 appointed Mr. R Sridharan of Messrs. R. Sridharan & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial
Audit is annexed herewith and forms part of this Report as Annexure F.
26. Annual Return
Extract of the Annual Return is annexed and forms part of this Report as Annexure G.
27. Business Responsibility Reporting
The SEBI Listing Regulations stipulates that top 500 listed entities based on market capitalization (calculated as on 31st March of every financial year) are to furnish as part of their Annual Report, a Business Responsibility Report.
Accordingly, in accordance with the requirements of the Regulations, a Business Responsibility Report is attached and forms part of this Annual Report as Annexure H.
The Directors thank all Customers, Vendors, Financial Institutions, Banks, State Governments, Joint Venture Partners and Investors for their continued support to your Companys performance and growth. The Directors also wish to place on record their appreciation of the contribution made by all the employees of the Company resulting in the good performance during the year under review.
|On behalf of the Board|
|Place: Chennai||A Vellayan|
|Date: 9th August, 2017||Chairman|