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 global economic and financial environment has worsened with the escalation of
geopolitical conflict and accompanying sanctions. Commodity prices have shot up
substantially across the board amidst heightened volatility, with adverse fallouts on net
commodity importers. Financial markets have exhibited increased volatility.
The broad-based jump in global commodity prices has exacerbated inflationary pressures
across advanced economies (AEs) and emerging market economies (EMEs) alike causing a sharp
revision in their inflation projections. World merchandise trade momentum has weakened.
Several central banks, especially systemic ones, continue to be on the path of
normalization and tightening of monetary policy stances. Overall, the global economy faces
major headwinds from several fronts, including continuing uncertainty about the pandemics
trajectory.
Domestic economy & Outlook The second advance estimates (SAE) for 2021-22 released
by the National Statistical Office (NSO) on February 28, 2022 placed Indias real gross
domestic product (GDP) growth at 8.9 per cent, 1.8 per cent above the pre-pandemic
(2019-20) level. On the supply side, real gross value added (GVA) rose by 8.3 per cent in
202122, with its major components, including services, exceeding pre-pandemic levels. GDP
growth in Q3:2021- 22 decelerated to 5.4 per cent. Indias foreign exchange reserves
increased by US$ 30.3 billion to US$ 607.3 billion in 2021-22.
Overall liquidity remained in large surplus with high inflationary pressure. Looking
ahead, the inflation trajectory will depend critically upon the evolving geopolitical
situation and its impact on global commodity prices and logistics. The future course of
the pandemic and the uncertainties about the pace of monetary policy normalisation in
major advanced economies also weigh on the outlook. Taking all these factors into
consideration, the real GDP growth for 2022-23 is now projected at 7.2 per cent, with Q1
at 16.2 per cent; Q2 at 6.2 per cent; Q3 at 4.1 per cent; and Q4 at 4.0 per cent, with
risks broadly balanced.
Industry Overview
Credit growth of NBFCs continued to remain sluggish in 2021-22. The total credit of
NBFC sector increased marginally from 27.53 lakh crore in March 2021 to 28.03 lakh crore
in September 2021. The credit intensity of NBFCs, measured by NBFC credit as a ratio of
GDP has been rising consistently and stood at 13.7 at end March 2021.
Industry remained the largest recipient of credit extended by the NBFC sector, followed
by retail loans and services. The share of large industry in the total credit to industry
by NBFC sector increased from about 82 per cent at end March 2019 to 90 per cent at end
September 2021.
GNPA ratio of NBFCs was higher at 6.55 per cent at end-September 2021, as compared to
6.06 per cent at end-March 2021. However, their net NPA ratio remained at 2.93 per cent at
end-September 2021 same as in March 2021. As against the regulatory requirement of 15 per
cent, CRAR for the NBFC sector stood at 26.64 per cent at end-September 2021.
Financial Highlights of the Company
The Companys financial performance, for the year ended 31st March, 2022 is
summarized as below:
(Rs. in Lakhs)
| Particulars |
Financial year ended 31stMarch, 2022 |
Financial year ended 31stMarch, 2021 |
| Total Income |
272.08 |
874.61 |
| Less: Total Expense |
71.47 |
69.91 |
| Profit / (Loss) before Tax |
200.61 |
804.70 |
| Less: Tax Expense Current Tax |
44.08 |
149.38 |
| Short / (Excess) Provision for earlier years |
- |
- |
| Other Comprehensive Income /(Loss) |
3.02 |
(0.87) |
| Profit / (Loss) for the year after Tax |
159.55 |
654.45 |
| Key Financial Ratios |
Financial year ended 31st March, 2022 |
Financial year ended 31st March, 2021 |
Change |
| Current Ratio |
22 |
22 |
0% |
| Operating Profit Margin |
0.74 |
0.92 |
75% |
| Net profit Margin |
0.59 |
0.75 |
76% |
During the year, your Company has earned a profit of Rs.159.55 Lacs as against Profit
of Rs. 654.45 Lacs for the last year, reason being one time capital gain from sale of
shares in last year. The yield on Mutual Fund investment is also less.
There was no change in current ratio. No significant changes in current assets and
current liabilities. Operating Profit Margin as on 31st March, 2022 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, 2022 was Rs. 4270.76 Lacs as
compared to Rs. 4111.17 Lacs as on 31st March, 2021 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. 31.31 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.159.55 Lacs as
against Profit of Rs. 654.45 Lacs for the previous year. 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
The success of NBFCs can be clearly attributed to their better product lines, lower
cost, wider and effective reach, strong risk management capabilities to check and control
bad debts, and better understanding of their customer segments.
Threats
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
can affect consumer sentiment and in turn impact consumer decision to purchase financial
products. Competition from a broad range of financial services providers, unstable
political environment and changes in Government policy / regulatory framework 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 received 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. NO. NAME |
DESIGNATION |
| 1. Mr. Sivakumar Sundaram (DIN: 00105562) |
Chairman & Non-Executive Director |
| 2. Dr. Arun Arora (DIN: 00172044) |
Non-Executive, Independent Director |
| 3. Ms. Mitu Samar Nath (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 |
The year under review saw the following change in the Board of Directors:
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 Chief Executive Officer (ED & CEO) of the Company for a term of
one year w.e.f. 29th March, 2022 subject to the approval of the Shareholders at
a 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 their 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, as 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 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 2021-22 four Board Meetings were convened and held on 26th
May, 2021; 11th August, 2021; 11th November, 2021 and 10th
February, 2022. 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;
1. Ms. Mitu Samar Nath - Chairperson
2. Mr. Sivakumar Sundaram-Member
3. Dr. Arun Arora - Member
During the financial year 2021-22 four (4) meetings of Audit Committee of the Company
were held on 26th May, 2021; 11th August, 2021; 11th
November, 2021 and 10th February, 2022. 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 Samar Nath - Chairperson
2. Mr. Sivakumar Sundaram-Member
3. Dr. Arun Arora - Member
During the financial year 2020-21 three (3) meeting of
NRC of the Company were held on 26th May, 2021; 11th August, 2021
and 10th February, 2022.
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 Samar Nath -Member
3. Mr. Gopalkrishnan Ramaswamy- Member During the financial year 2021-22, three (3)
meetings of SRC of the company were held on 19th July 2021; 16th November,
2021 and 31st March, 2022.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE
As on the date, Corporate Social Responsibility Committe of the Company comprises of
the following:
1. Ms. Mitu Samar Nath - Chairperson
2. Mr. Gopalkrishnan Ramaswamy- Member
3. Mr. Jayaprakash Nair-Member
During the financial year 2021-22, one (1) meeting of CSRC of the Company was held on
10th February, 2022. 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 2021-22 as required
under Section 204 of the Act and Rules made thereunder. The secretarial audit report for
financial year 2021-22 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.
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, guarantee 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 work place 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,
2022 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 2021-22. 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, 2022 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 orders passed by the 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,
the Directors confirm that:
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 2021-22 and of the profits of the Company for
the said year.
c. They have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
d. They have prepared the annual accounts on a going concern basis.
e. They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and 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) |
(DIN:07816567) |
| Registered Office: |
|
| 5th Floor, Times Tower, |
|
| Kamala Mills Compound, |
|
| Senapati Bapat Marg, |
|
| Lower Parel, Mumbai-400013. |
|
| Dated: 28th April, 2022 |
|
+91-9892691696
