Times Guaranty Director Discussions


Dear Members,

Your Directors are pleased to present the 33rd Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2023.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT Overview

Times Guaranty Limited (‘TGL) is registered with the Reserve Bank of India (‘RBI) as a Non-Deposit Accepting, Non-Banking Financial Company and is an Investment Company.

Economy Global economy

The International Monetary Fund (IMF) has lowered its forecast for Global economic growth in 2023 to 2.8% (fall from 3.4% in 2022). Advanced economies likely to contribute 1.3% (fall from 2.7 percent in 2022) and Emerging economies likely to contribute 3.9% in 2023. IMF cited the pandemic, the war in Ukraine, rising inflation, and tighter monetary policy as the main reasons for the fall. The global economy is likely to remain volatile in the near term. Most of the weakness are concentrated in Europe, Latin America, and the US. Asian economies are expected to drive most of global growth in 2023. In spite of slow-down in Global growth, the long-term prospects for the global economy are positive.

Indian Economy

The Indian economy has been the fastest growing major economy in the world, with an average growth rate of around 7% over past decade. As per RBI Governor Indias gross domestic product growth could be above 7% for 2022-23, India is expected India to grow at 6-6.5% p.a. annually. Given the rising inflation, RBI has hiked repo rate four times in the current financial year. However, with the inflation

RBI has paused the rate hike.

The Indian economy is driven by a number of factors, including a young workforce, a growing middle class and a favorable investment climate to support economic growth.

Industry Overview - NBFC

• NBFCs Credit growth has returned to pre- pandemic levels for most categories.

• Reduction in credit costs driving higher profitability.

• Banks lending to NBFCs is back, supported by credit demand & improvement in asset quality.

• Improvement in asset quality post pandemic for most categories.

• NBFCs are well capitalized with Capital to Risk

Weighted Ratio (CRAR) well above 15% - as required by RBI.

• Home Loan: Strong growth expected in FY23 due to higher affordability and pent-up demand for housing.

• Personal Loan: Rising digital penetration driven by FinTechs along with sound economic recovery to support healthy growth in FY23.

• MSME Loan: Support from government & improvement in economic activity to aid future growth.

Financial Highlights of the Company

The Companys financial performance, for the year ended 31st March, 2023 is summarized as below:

Financial year ended Financial year ended
Particulars 31st March, 2023 31st March, 2022
Total Income 198.41 272.08
Less: Total Expense 91.06 71.47
Profit / (Loss) before Tax 107.35 200.61
Less: Tax Expense 13.70 44.08
(Current Tax)
Short / (Excess) - -
Provision for earlier years
Other Comprehensive 0.90 3.02
Income /(Loss) cooling down
Profit / (Loss) for the year after Tax 94.55 159.55
Key Financial Ratios Financial year ended 31st March, 2023 Financial year ended 31st March, 2022 Change
Current Ratio 22 22 0%
Operating Profit Margin 0.55 0.74 25%
Net Profit Margin 0.48 0.59 19%

During the year, your Company has earned a profit Rs.94.55 Lacs as against Profit of Rs. 159.55 Lacs for the last year, reason being the yield on Mutual Fund investment is less.

There was no change in current ratio. No significant changes in current assets and current liabilities.

Operating Profit Margin on 31st March, 2023 and Net Profit Margin ratios were reduced mainly on account of reduction in Income in current year as compared to last year.

The Net worth of the Company as on 31st March, 2023 was Rs. 4365.29 Lacs as compared to Rs. 4270.76 as on 31st March, 2022 due to increase in profits of the

Company.

Since, your Company is a Non-deposit Accepting Non-Banking Financial Company and is engaged only in Investment activity of its owned funds, Debtors Turnover Ratio, Inventory Turnover Ratio, Interest Coverage Ratio and Debt Equity Ratio are not applicable to the Company.

DIVIDEND

Your Directors do not recommend any dividend on the Share Capital of the Company for the year under review.

RESERVES

During the year, the Company has transferred Rs. 18.73 Lacs to the statutory reserve created under Section 45 IC of the Reserve Bank of India Act, 1934.

State of Company Affairs and Outlook

During the year under review, your Company has earned a profit of Rs.94.55LacsasagainstProfitof Rs. 159.55

Lacs for the previous year. The Company is examining various options of commencing new activities. Your Company continuously reviews the internal control systems and thereby ensures adequate and appropriate checks and balances in transaction risk management.

Internal Control Systems and their Adequacy

The Company has in place adequate internal financial controls with reference to Financial Statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Risk Management System

The Company has processes in place to identify, assess and monitor various business, financial and operational risks. Major risks identified by the functions are systematically addressed through mitigating actions on a

continuous basis. These are also discussed at the meeting

of the Audit Committee of the Company. The Companys

internal control systems and the audit processes are

commensurate with the nature of business, the size and

complexity of its operations.

Risks and Concerns Any adverse change in the business or negative policy of Government will affect the NBFC sector adversely.

Opportunities & Threat Growth of the Companys asset book, quality of assets and ability to continue the business depends significantly on the economy. Unfavorable events in the Indian economy could impact the Companys operations.

Human Resource Your Company has well experienced personnel. The employees work in line with the organizational goal.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION Your Company has always taken adequate steps to adhere to all the requirements as laid down in SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 as amended (‘SEBI LODR). A Report on Corporate Governance is included as a part of the Annual Report. The certificate from Mehta & Mehta, Practicing Company Secretaries confirming the compliance with the conditions of Corporate Governance as laid down in SEBI LODR is also included as a part of the Annual Report.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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 AND THE DATE OF THE REPORT

No material changes and commitments have occurred after the close of the year till the date of this Report, which affects the financial position of the Company.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

The Company has no subsidiary, associate and joint ventures and hence requirements under the provisions of Section 129(3), 134 and Rule 8 of Companies (Accounts) Rules, 2014 are not applicable to your Company.

DIRECTORS AND KEY MANAGERIAL PERSONNELS

Directors

As on date, the Board of Directors of the Company comprises of the following:

SR. NAME DESIGNATION
NO.
1. Mr. Sivakumar Sundaram (DIN: 00105562) Chairman & Non-Executive Director
2. Dr. Arun Arora (DIN: 00172044) Non-Executive, Independent Director
3. Ms. Mitu Samarnath Jha (DIN: 07244627) Non-Executive, Independent Director
4. Ms. Anita Malusare (DIN: 07773062) Executive Director (ED) & Chief Executive Officer (CEO)
5. Mr. Gopalkrishnan Ramaswamy (DIN: 02712174) Non-Executive Director
6. Mr. Jayaprakash Nair (DIN: 07816567) Non-Executive Director

Re-appointment of Ms. Anita Malusare as an

Executive Director and Chief Executive Officer

(CEO) categorized as the Kay Managerial Personnel (KMP) of the Company

During the year under review, Ms. Anita Malusare (DIN: 07773062) was re-appointed as an Executive

Director and Chie Executive Officer (ED & CEO) of

Company for a period of 2 years w.e.f. 29th March, 2023 upto 28th March, 2025 (contract term/period), subject to the approval of the Shareholders at the ensuing Annual General Meeting (AGM) of the Company.

Brief profile of the proposed appointee together with other disclosures in terms of Regulation 36(3) of the SEBI LODR are mentioned in the Notice, which is part of this Annual Report.

Declaration of Independence

The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. The Independent Directors have submitted a declaration that each of them meets the criteria of independence as provided in Sections 149(6) of the Act as amended, and regulation 16 of the SEBI LODR and there has been no change in the circumstances which may affect status as Independent Director during the year. The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI LODR.

Key Managerial Personnel (KMP)

As on the date, following are the Key Managerial Personnel(s) of the Company as per Section 203 of the Act:

1. Ms. Anita Malusare, Executive Director & Chief

Executive Officer (ED & CEO)

2. Ms. Shweta Chaturvedi, Company Secretary (CS)

3. Mr. Pramod Karmarkar, Chief Financial Officer (CFO)

MEETINGS

During the financial year 2022-23 four Board Meetings were convened and held on 28th April, 2022; 10th August, 2022; 10th November, 2022 and 08th February, 2023. The intervening gap between the meetings was within the period prescribed under the Act, the revised Secretarial Standards-1 (SS-1) issued by the Institute of Company Secretaries of India and SEBI LODR.

Detailed information on the Meetings of the Board, its Committees and the AGM is included in the Report on Corporate Governance, which forms part of this Annual Report

AUDIT COMMITTEE (AC)

As on the date, following is the composition of the Audit Committee; the 1. Ms. Mitu Samarnath Jha - Chairperson

2. Mr. Sivakumar Sundaram-Member

3. Dr. Arun Arora - Member

During the financial year 2022-23 four (4) meetings of Audit Committee of the Company were held on 28th April, 2022; 10th August, 2022; 10th November, 2022 and 08th February, 2023. All recommendations made by the Audit Committee during the year were accepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE (NRC)

As on the date, the following is the composition of Nomination and Remuneration Committee: 1. Ms. Mitu Samarnath Jha - Chairperson 2. Mr. Sivakumar Sundaram-Member 3. Dr. Arun Arora - Member

During the financial year 2022-23 two (2) meetings of

NRC of the Company were held on 28th April, 2022 and 08th February, 2023.

The Nomination and Remuneration policy of the Company, specifying therein the appointment and remuneration of the Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters may be referred to at the Companys website at www.timesguarantylimited.com under the web link as provided in Corporate Governance Report which is the part of this Annual Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE (SRC)

As on the date, Stakeholders Relationship Committee of the Company comprises of the following:

1. Mr. Sivakumar Sundaram - Chairman

2. Ms. Mitu Samarnath Jha – Member

3. Mr. Gopalkrishnan Ramaswamy- Member

During the financial year 2022-23, fifteen (15) meetings of SRC of the company were held on 12th May, 2022; 28th June, 2022; 10th August, 2022; 30th August, 2022; 19th September, 2022; 30th September, 2022, 8th November, 2022; 21st November, 2022; 8th December, 2022; 22nd December, 2022; 16th January, 2023; 27th February, 2023; 8th March, 2023; 24th March, 2023 and 30th March, 2023.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSRC)

As on the date, Corporate Social Responsibility committee of the Company comprises of the following:

1. Ms. Mitu Samarnath Jha - Chairperson

2. Mr. Gopalkrishnan Ramaswamy - Member

3. Mr. Jayaprakash Nair- Member

During the financial year 2022-23, two (2) meetings of

CSRC of the company were held on 28th April, 2022 and 08th February, 2023.

The CSR Policy of the Company may be referred to at the Companys website at www.timesguarantylimited.com under the web link as provided in Corporate Governance Report which is the part of this Annual Report. The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on the CSR activities during the year are set out in Annexure- 1 of this report in the format as prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS

This part is covered under the Corporate Governance Report, which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure 2.

During the year under review, no employee of the Company was in receipt of remuneration exceeding the sums prescribed in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS Statutory Auditors

At the Annual General Meeting held on 24th September, 2020, Vinod Kumar Jain & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company for the first term of Five (5) financial years (2020-2021,

2021-2022, 2022-2023, 2023-2024 and 2024-2025) i.e. from the conclusion of the 30th AGM till the conclusion of 35th AGM.

Auditors Report

The Report given by the Statutory Auditors on the Financial Statements of the Company is part of the Annual Report. The notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further explanation. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditor in their Report. No instance of fraud has been reported by the Auditors under Section 143(12) of the Act.

Secretarial Auditor

Mehta & Mehta, Practicing Company Secretaries were appointed as Secretarial Auditor to conduct the Secretarial

Audit of the Company for the financial year 2022-23 as required under Section 204 of the Act and Rules made thereunder. The secretarial audit report for financial year

2022-23 forms part of this Report as Annexure 3.

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditor in their Report except for maintaining the entries pertaining to possession of Unpublished Price Sensitive Information (UPSI) in an excel sheet instead of Structured Digital Database. The Company is in the process of installing the necessary software for the said purpose.

Internal Auditor

Madhvi Vohra & Associates, Chartered Accountants, were appointed as the Internal Auditors to conduct the

Internal Audit of the Company for the financial year

2022-23 as required under Section 138 of the Act and Rules made thereunder.

There has been no qualification, reservation, adverse remark or disclaimer given by the Internal Auditor in their Report.

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

Particulars concerning energy conservation, technology absorption and foreign exchange earnings and outgo as required by Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are given in Annexure 4 to the Directors Report.

DISCLOSURES Secretarial Standards

The Company complies with all applicable mandatory secretarial standards i.e. SS-1 and SS-2, relating to "Meetings of the Board of Directors" and "General Meetings", respectively issued by the Institute of Company Secretaries of India.

Particulars of loans, guarantees and investments:

During the year under review, the Company has not made any loans, guarantees or investments under Section 186 of the Act.

Deposits:

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V- Acceptance of Deposits by Companies, of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Cost Records and Cost Audit:

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act are not applicable to the Company

Transactions with Related Parties:

None of the transactions with related parties falls under the scope of Section 188(1) of the Companies Act, 2013. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-5 in Form AOC-2 and the same forms part of this report.

Sexual Harassment

Your Company has zero tolerance towards sexual harassment at workplace and has adopted a policy on prevention, prohibition & redressal of sexual harassment at work place in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made there under. There was no complaint on sexual harassment during the year under review.

Annual Return

The Annual Return of the Company for the financial year ended 31st March, 2023 as required, under

Section 92 of the Act, is available under the link https://www.timesguarantylimited.com/annual-return.php

Whistle Blower Policy & Vigil Mechanism:

The Company has implemented the Whistle Blower Policy pursuant to which Whistle Blowers can raise concerns relating to Reportable Matters (defined in the policy) such as breach of Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, health & safety, environmental issues and wastage/ misappropriation of bank funds/assets etc. Further, the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. None of such cases were reported to the Audit

Committee during the financial year 2022-23.

Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 1998:

Pursuant to the Non-Banking Financial Companies Auditors Report (Reserve Bank) Directions, 1998, a report from the Statutory Auditors to the Board of Directors, has been received by the Company. The said report confirms compliance by the Company during the financial year ended 31st March, 2023 of all the directions and Prudential Norms as prescribed by Reserve Bank of India under the Reserve Bank of India Act, 1934.

Business Responsibility Report

Since the Company does not fall in Top 1000 listed entities, the provisions with respect to submission of Business Responsibility Report are not applicable to the Company.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of Shares (Including Sweat Equity Shares) to employees of the Company under any Scheme.

3. Significant or material Regulators or Courts or Tribunals which impact the going concern status and the Companys operation in future.

4. There has been no change in the nature of business of your Company.

5. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of your Company.

6. There was no one time settlement of loan obtained from the Banks or Financial Institutions.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act and based on the framework of internal control systems and compliance system maintained by the Company and the work performed by the Statutory Auditors, Secretarial Auditors and the reviews performed by the Audit

Committee, theDirectorsconfirmthat: a. In the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same. b. They have selected such accounting policies and applied them consistently and have made judgments and estimates that are reasonable and prudent to give a true and fair view of the Company at the end of financial year 2022-23 and of the profits of Company for the said year. c. They have taken proper and the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d. They have prepared the annual accounts on a going concern basis.

e. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively, and f. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The Board of Directors is thankful to the Companys promoters and shareholders, customers, bankers and employees for their continued support.

For and on behalf of Board of Directors
Gopalkrishnan Ramaswamy Jayaprakash Nair
Director Director
(DIN:02712174) care for (DIN:07816567)
Registered Office:
5th Floor, Times Tower,
Kamala Mills Compound,
Senapati Bapat Marg,
Lower Parel, Mumbai-400013.
Dated: 18th May, 2023