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Shriram Transport Finance Company Ltd.

BSE: 511218 Sector: Financials
NSE: SRTRANSFIN ISIN Code: INE721A01013
BSE 00:00 | 24 Apr 2020 Shriram Transport Finance Company Ltd
NSE 05:30 | 01 Jan 1970 Shriram Transport Finance Company Ltd

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OPEN 619.95
PREVIOUS CLOSE 641.45
VOLUME 562709
52-Week high 1366.90
52-Week low 440.00
P/E 5.01
Mkt Cap.(Rs cr) 15,165
Buy Price 656.10
Buy Qty 20.00
Sell Price 665.00
Sell Qty 159.00
OPEN 619.95
CLOSE 641.45
VOLUME 562709
52-Week high 1366.90
52-Week low 440.00
P/E 5.01
Mkt Cap.(Rs cr) 15,165
Buy Price 656.10
Buy Qty 20.00
Sell Price 665.00
Sell Qty 159.00

Shriram Transport Finance Company Ltd. (SRTRANSFIN) - Director Report


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Company director report

To the Members

Your Directors have pleasure in presenting their Fortieth Annual Report and the AuditedStatements of Accounts for the financial year ended March 31 2019.

FINANCIAL HIGHLIGHTS

Your Company has adopted Indian Accounting Standards (‘Ind AS') notified undersection 133 of the Companies Act 2013 (‘the Act') read with the Companies (IndianAccounting Standards) Rules 2015 from April 01 2018 and the effective date of suchtransition is April 01 2017. Such transition has been carried out from the erstwhileAccounting Standards notified under the Act read with relevant rules issued thereunderand guidelines issued by the Reserve Bank of India (‘RBI'). The financial statementshave been prepared in accordance with the format prescribed for a Non-Banking FinancialCompany (NBFC) in compliance of the Companies (Indian Accounting Standards) Rules 2015in Division III of Notification No. GSR 1022 (E) dated October 11 2018 issued by theMinistry of Corporate Affairs Government of India. The financial results along with thecomparatives have been prepared in accordance with the recognition and measurementprinciples stated Ind AS.

(Rs. in lacs)
Particulars 2018-19 2017-18
Profit Before Depreciation And Taxation 382124.77 383793.63
Less: Depreciation amortisation and impairment 4297.27 3613.40
Profit Before Tax 377827.50 380180.23
Less: Tax expense 121428.83 134126.21
Profit for the year 256398.67 246054.02
Add: Balance brought forward from previous year 682981.38 523027.40
Balance available for appropriation 939380.05 769081.42
Appropriations
General reserve 25700.00 15700.00
Statutory reserve 51400.00 31400.00
Debenture redemption reserve 25147.25 9206.55
Dividend on equity shares of Rs. 10/- each 24957.10 24957.10
Tax on dividend 5130.01 4836.39
Balance carried to Balance Sheet 807045.69 682981.38

DIVIDEND

Your Directors at their meeting held on October 25 2018 declared interim dividend ofRs. 5.00/- per equity share (i.e. 50%) for the financial year 2018-19. The interimdividend was paid on November 16 2018 and involved a cash outflow of Rs. 13675.97 lacsincluding tax on dividend.

Your Directors have recommended higher final dividend of Rs. 7/- per equity share (i.e.70%) for the financial year 2018-19 as against final dividend of Rs. 6/- per equity share(i.e.60%) for the financial year 2017-18. The final dividend distribution will involve ina cash outflow of Rs. 19146.34 lacs including tax on dividend.

Thus the total dividend (including interim dividend paid) for the financial year2018-19 shall be Rs.12/- per equity share (i.e. 120%) aggregating to Rs. 32822.31 lacsincluding tax on dividend as against Rs. 11/- per equity share (i.e. 110%) aggregating toRs. 29820.39 lacs including tax on dividend for the financial year 2017-18. The Dividend

Distribution Policy forms part of the Corporate Governance Report and is also availableon the website of the Company at https://www.stfc.in/pdf/Dividend-Distribution-Policy-2017. pdf.

TRANSFER TO RESERVES

The amounts proposed to be transferred to General Reserve Statutory Reserve andDebenture Redemption Reserve are mentioned in the Financial Highlights under the heading‘Appropriations'.

CAPITAL ADEQUACY RATIO

Your Company's total Capital Adequacy Ratio (CAR) as of March 31 2019 stood at20.27% of the aggregate risk weighted assets on balance sheet and risk adjusted value ofthe off-balance sheet items which is above the regulatory minimum of 15%.

CREDIT RATING

The credit rating enjoyed by the Company as on March 31 2019 is as follows:

Credit Rating Agency Instrument Ratings
CRISIL Bank Loan Long Term CRISIL AA+/Stable
Bank Loan Short Term CRISIL A1+
Non-Convertible Debentures CRISIL AA+/Stable
Subordinate Debt CRISIL AA+/Stable
Short Term Debt CRISIL A1+
Fixed Deposit CRISIL FAAA/Stable
India Ratings & Research Private Limited Non-Convertible Debentures IND AA+/Stable outlook
Subordinated Debt IND AA+/Stable outlook
Commercial Paper IND A1+
CARE Non-Convertible Debentures CARE AA+/Stable
Subordinated Debt CARE AA+/Stable
Commercial Paper CARE A1+
ICRA Fixed Deposit MAA+ with Stable
Standard & Poor's Ratings Long-Term Issuer Credit Rating BB+/Stable
Short-Term Issuer Credit Rating B
Offshore Rupee Denominated Bond (Masala Bond) BB+
U.S. Dollar Senior Secured Notes BB+
Fitch Ratings Long-Term Issuer Default Rating BB+/Stable Outlook
Short-Term Issuer Default Rating B
Offshore Rupee Denominated Bond (Masala Bond) BB+
U.S. Dollar Senior Secured Notes BB+

OPERATIONS & COMPANY'S PERFORMANCE

For the financial year ended March 31 2019 your Company earned Profit Before Tax ofRs. 377827.50 lacs as against Rs. 380180.23 lacs in the previous financial year and theProfit

After Tax of Rs. 256398.67 lacs as against Rs. 246054.02 lacs in the previousfinancial year. The total Income for the year under consideration was Rs. 1554570.12lacs and total expenditure was Rs. 1176742.62 lacs.

Mobilization of funds from following sources/instruments was as under:

(Rs. in lacs)
Sr. No. Particulars 2018-19 2017-18
1 Non-Convertible Debentures - Institutional - Secured 91500.00 973340.00
2 Subordinated Debts - Institutional 236000.00 142900.00
3 Term Loans from Banks - Secured 1350730.00 2140325.00
4 Term Loans from Financial Institutions/ corporates - Secured 156900.00 185000.00
5 Commercial Papers 2482000.00 1401900.00
6 Fixed Deposit 495609.67 302106.45
7 Masala Bonds - 116000.00
8 Inter Corporate Deposits 5000.00 18770.00
9 Non-Convertible Debentures Institution- Unsecured 50000.00 -
10 Non-Convertible Debentures Public Issue- Secured 479262.94 -
11 External Commercial Borrowings (Loan) 240233.00 -
12 U.S. Dollar Senior Secured Notes 284990.00 -

The total Assets Under Management had increased from Rs. 9625298.47 lacs to Rs.10448228.38 lacs. During 2018-19 the Company securitised its assets worth Rs.1512305.83 lacs(accounting for 14.47% of the total assets under management as on March31 2019) as against Rs. 1246716.07 lacs during 2017-18. With securitisation theCompany ensures better borrowing profile leading to lower interest liability owing to itslending to priority sector as per RBI. The outstanding securitised assets portfolio stoodat Rs. 1939755.62 lacs as on March 31 2019.

The Company continued its focus on financing of pre-owned commercial vehicles. Ourrelationship based business model enabled us to maintain the leadership position in thepreowned commercial vehicles financing segment. For further market penetration theCompany opened 332 new Branches and other offices. With this the total number of Branchand other offices across India has now increased to 1545.

ISSUE OF SECURITIES

Share Capital

The paid up Equity Share Capital of the Company stood at Rs. 22688.27 lacs(226882736 shares of Rs. 10/- each) as on March 31 2019. There was no change in thepaid up Equity Share Capital in the Financial Year 2018-19.

An ordinary resolution is proposed in the Notice of the ensuing 40th Annual GeneralMeeting for cancellation of 48000 forfeited shares from Issued and Subscribed ShareCapital of the Company as set out item 5 of the Notice of the ensuing 40th Annual GeneralMeeting of the Company.

Public Issue of Non-convertible Debentures

During the year under review the Company through Shelf Prospectus dated June 22 2018offered 50000000 Secured Redeemable Non-Convertible Debentures (NCDs)

of face value of Rs. 1000 each to the Public for an amount aggregating upto Rs.500000 lacs pursuant to the Securities and Exchange Board of India (Issue and Listing ofDebt Securities) Regulations 2008 as amended. The Company under the Shelf Prospectus andthree Tranche Prospectuses issued and allotted 47926294 NCDs aggregating to Rs.479262.94 lacs. Utilisation of funds raised were as per the objects of the Public Issueof NCDs. The said NCDs are listed on the National Stock Exchange of India Limited and BSELimited.

Issue of U.S. Dollar Senior Secured Notes

The Company had established INR 50000 Million Medium Term Note Programme (MTNProgramme) in the financial year 2017-18 for issue of rupee denominated bonds (Masalabonds) with an objective of diversifying the borrowing portfolio of the Company and toopen new market/avenue for borrowing. The Company had raised Rs. 116000 lacs under theMTN Programme.

During the year 2018-19 the Company issued 5.70 percent Senior Secured Notes Due 2022aggregating to USD 400 Million under the MTN Programme. The issue of Senior Secured Notesevinced encouraging response from high quality real money investors from the internationalmarket including institutional investors from Singapore Hongkong and London. The orderbook for initial price guidance was in excess of USD 1 billion with oversubscription of>2.5x. The funds raised through the issue of Senior Secured Notes have been utilizedfor onward lending and other activities as permitted by the ECB Directions.

Having regard to the opportunities and appetite for the bonds of the reputed Indiancompanies in the international market the Company updated up sized and converted the MTNProgramme into USD 2 billion Global Medium Term Note

Programme (GMTN Programme). On April 24 2019 the Company issued 5.950 percent SeniorSecured Notes due 2022 aggregating to USD 500 Million to the Qualified InstitutionalBuyers (QIBs) under the Rule 144A of the U.S. Securities Act 1933 and to the eligibleinvestors outside United States under Regulation S of the U.S. Securities Act 1933. Thesaid Senior Secured Notes are listed on the Singapore Exchange Securities Trading Limited.All Senior Secured Notes issued under the above programmes are fully hedged and would notinvolve any foreign exchange risk to the Company.

FIXED DEPOSITS

As on March 31 2019 there were 14223 fixed deposits aggregating to Rs. 17339.65lacs that have matured but remained unclaimed. There were no deposits which were claimedbut not paid by the Company. The unclaimed deposits have since reduced to 9764 depositsamounting to Rs. 10342.04 lacs. Appropriate steps are being taken continuously to obtainthe depositors' instructions so as to ensure renewal/ repayment of the matured deposits intime.

DIRECTORS

Cessation of Directorships

Due to other work commitments Mr. Amitabh Chaudhry (DIN 00531120) independentdirector and Mr. Gerrit Lodewyk Van Heerde (DIN 06870337) Non-Executive Non-IndependentDirector of the Company resigned from the directorship of the Company with effect fromOctober 26 2018 and May 9 2019 respectively. The tenure of Mr. S.M. Bafna (DIN00162546) independent director of the company expired on March 31 2019. He had expressedhis willingness not to seek reappointment as an independent director of the Company. TheBoard of Directors have placed on record its appreciation of the invaluable servicesrendered by the said directors.

Appointment of Directors

The Board of Directors appointed (i) Mr. Pradeep Kumar Panja (DIN 03614568) as anAdditional Director in the category of independent director of the Company with effectfrom October 25 2018 for a period of five consecutive years up to October 24 2023 and(ii) Mr. Ignatius Michael Viljoen as a Director of the Company in the category ofnon-executive non-independent director in a casual vacancy caused by the resignation ofMr. Gerrit Lodewyk Van Heerde (DIN 06870337) non-executive non-independent director ofthe Company subject to approval of members at the ensuing 40th Annual GeneralMeeting (AGM).

Re-appointment of Directors

Mrs. Kishori Udeshi (DIN 01344073) independent director of the Company wasre-appointed for a second term of five years commencing from April 1 2019 to March 312024 by the members of the Company by way of passing of Special Resolution through PostalBallot on December 05 2018.

The Board of Directors re-appointed (i) Mr. S. Lakshminarayanan (DIN 02808698) and Mr.S. Sridhar (DIN 00004272) as independent directors of the Company for a second term offive years with effect from January 24 2020 and October 20 2019 respectively and (ii)Mr. Umesh Revankar (DIN 00141189) as Managing Director & CEO of the Company for afurther period of five years with effect from October 26 2019 subject to approval ofmembers at the ensuing 40th AGM.

Retirement of director by rotation

Mr. D. V Ravi (DIN 00171603) non-executive non- independent director of the Companywill retire by rotation at the ensuing 40th AGM and being eligible offershimself for re-appointment.

All the above appointments/re-appointments by the Board of Directors are based on therecommendation of the Nomination and Remuneration Committee. The resolutions foraforementioned appointment/re-appointments and for payment of remuneration to ManagingDirector & CEO together with requisite disclosures are set out in the Notice of theensuing 40th AGM. The Board recommends all the resolutions for your approval.

Declaration by Independent Directors

The Board has received the declaration from all the Independent Directors as per theSection 149(7) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 (‘theListing Regulations') and the Board is satisfied that all the Independent Directors meetthe criteria of independence as mentioned in Section 149(6) of the Act and Regulation16(1)(b) of the Listing Regulations.

Policies on appointment of Directors and Remuneration Your Company recognizes theimportance and benefits of having the diverse Board to enhance quality of its performanceand has adopted a Policy on Board Diversity formulated by the Nomination and RemunerationCommittee. The Company's Remuneration Policy has laid down a framework for remuneration ofDirectors (Executive and Non-Executive) Key Managerial Personnel and Senior ManagementPersonnel. These Policies are available on the Company's website at theweblink:https://www.stfc.in/pdf/Policy-on-Board-Diversity.pdf andhttps://www.stfc.in/pdf/STFC-Remuneration-Policy-Final.pdf.

The Nomination and Remuneration Committee also takes into account the fit and propercriteria for appointment of directors as stipulated by Reserve Bank of India. The Companyhas also formulated policy on Succession Planning for Directors and Key ManagerialPersonnel for continuity and smooth functioning of the Company.

Number of Meetings of the Board

Five Board Meetings were held during the financial year. The details of the Board andvarious Committee meetings are given in the Corporate Governance Report.

Performance evaluation of directors at Board and independent directors' meetings

Pursuant to the provisions of the Act and Listing Regulations the Board has carriedout an annual performance evaluation of its own performance the directors individually aswell as the evaluation of the working of its various Committees for the financial year201819. The evaluation was conducted on the basis of a structured questionnaire whichcomprises performance criteria such as performance of duties and obligations independenceof judgement level of engagement and participation attendance of directors theircontribution in enhancing the Boards overall effectiveness etc. The Board has expressedtheir satisfaction with the evaluation process. The observations made during theevaluation process were noted and based on the outcome of the evaluation and feedback ofthe Directors the Board and the management agreed on various action points to beimplemented in subsequent meetings. The observations included those relating to furtherimprovement in participation and deliberations at the meetings and conduct of themeetings circulation of board presentations and its content.

The independent directors met on January 28 2019 without the presence of otherdirectors or members of Management. All the independent directors were present at themeeting. In the meeting the independent directors reviewed performance of nonindependentdirectors the Board as a whole and Chairman. They assessed the quality quantity andtimeliness of flow of information between the Company management and the Board.

KEY MANAGERIAL PERSONNEL

There was no change (appointment/resignation) in the key managerial personnel namelyManaging Director & CEO the Chief Financial Officer and the Company Secretary of theCompany during the financial year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) of the Act the directors confirm thatto the best of their knowledge and belief:

a) In the preparation of the annual accounts the applicable Indian accountingstandards have been followed along with proper explanation relating to materialdepartures;

b) That such accounting policies as mentioned in note 6 to the financial statementshave been selected and applied consistently and judgments and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at March 31 2019 and of the profit of the Company for the year ended onthat date;

c) That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual accounts have been prepared on a going concern basis.

e) The Company had followed the internal financial controls laid down by the directorsand that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

RBI GUIDELINES

The Company continues to comply with all the requirements prescribed by the ReserveBank of India from time to time.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34(2)(f) of the Listing Regulations Business ResponsibilityReport is annexed and forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR Report for the Financial Year 2018-19 is annexed to this report as Annexure-I.The composition of CSR Committee and the details of the ongoing CSR projects/programs/activities are included in the CSR report/section. The CSR policy is uploaded onthe Company's website at the web link:http://stfc.in/pdf/Corporate-Social-Responsibility-Policy.pdf.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act the extract of the annualreturn in form MGT-9 is annexed as Annexure - II. The same is also available on thewebsite of the company at the web link: https://www.stfc.in/annual- reports.aspx

DISCLOSURES AS PER THE SECTION 134 OF THE ACT READ WITH RULE 8 OF THE COMPANIES(ACCOUNTS) RULES 2014

Conservation of Energy Technical Absorption and Foreign Exchange Earnings and Outgo

The information pursuant to Section 134(3)(m) of the Act read with Companies(Accounts) Rules 2014 is as follows:

a. The Company has no activity involving conservation of energy or technologyabsorption.

b. The Company does not have any Foreign Exchange Earnings.

c. Outgo under Foreign Exchange - Rs. 6836.66 lacs. Loans guarantee or investments insecurities

The loan made guarantee given or security provided in the ordinary course of businessby a NBFC registered with Reserve Bank of India are exempt from the applicability ofprovisions of Section 186 of the Act. As such the particulars of loans and guarantee havenot been disclosed in this Report.

During the year under review the Company has invested surplus funds in varioussecurities in the ordinary course of business. For details of the investments of theCompany refer to Note 15 of the financial statements.

Contracts or Arrangements with Related Parties

All the related party transactions were entered in ordinary course of business on anarm's length basis. Hence no disclosure in Form AOC-2 is necessary and the same does notform part of this report. For details of the transactions with related party entered inordinary course of business on an arm's length basis refer to the Note 51 to the financialstatements.

As required under the Master Direction - Non-Banking Financial Company - SystemicallyImportant Non-Deposit taking Company and Deposit taking Company (Reserve Bank) Directions2016 policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board is uploaded on the Company's website at the weblink:http://stfc.in/pdf/Policy-on-Materiality-of-Related-Party-Transactions-and-dealing-with-Related- Party-Transactions-v1.pdf .

There are no materially significant related party transactions made by the Company withpromoters directors key managerial personnel or other designated persons which may havea potential conflict with the interest of the Company at large. None of the Directors hasany pecuniary relationships or transactions vis-a-vis the Company save and except thepayment of sitting fees and commission paid to independent directors.

Risk Management

The Company's Risk Management policy deals with identification mitigation andmanagement of risks across the organization. The same has been dealt with the ManagementDiscussion and Analysis annexed to the Annual Report.

Whistle Blower Policy/ Vigil Mechanism

The Company's Whistle Blower policy provides a mechanism under which anemployee/director of the Company may report unethical behaviour suspected or actualfraud violation of code of conduct and personnel policies of the Company. The VigilMechanism ensures standards of professionalism honesty integrity and ethical behavior.The Whistle Blower Policy/Vigil Mechanism is uploaded on the Company's website:www.stfc.in.

Financial summary/highlights

The details are spread over in the Annual Report as well as are provided in thebeginning of this report.

Subsidiaries joint ventures or associate companies

There were no entity(ies) which became or ceased to be subsidiaries joint ventures orassociate companies of the Company during the financial year ended March 31 2019. ShriramAutomall India Limited (SAMIL) Associate of the Company provides fee-based facilitationservices for the sale of pre-owned commercial and passenger vehicles agricultural andconstruction equipment dealer's stock of pre-owned two wheelers etc. repossessed bybanks and financing companies. SAMIL has 81 Automalls located across the Country. For theyear ended March 31 2019 SAMIL's total revenue from operations was Rs. 16040.74 lacs asagainst Rs. 10795.20 lacs in the previous year 2017-18 and the Net Profit of Rs. 2623.47lacs as against net profit of Rs. 2054.64 lacs in the previous year 2017-18.

Internal Financial Control System

The Company's well defined organisational structure documented policy guidelinesdefined authority matrix and internal financial controls ensure efficiency of operationsprotection of resources and compliance with the applicable laws and regulations. Moreoverthe Company continuously upgrades its systems and undertakes review of policies.

The internal financial control is supplemented by extensive internal audits regularreviews by management and standard policies and guidelines to ensure reliability offinancial and all other records to prepare financial statements and other data. The AuditCommittee of the Board reviews internal audit reports given along with managementcomments. The Audit Committee also monitors the implemented suggestions.

Composition of Audit Committee

The Audit Committee comprised of following directors namely Mr. S. Sridhar - ChairmanMrs. Kishori Udeshi Mr. S. M. Bafna (upto January 28 2019) Mr. Pradeep Kumar Panja(w.e.f January 29 2019) and Mr. Puneet Bhatia.

OTHER DISCLOSURES

• There were no material changes and commitments affecting the financial positionof the Company which has occurred between the end of the financial year of the Company andthe date of the Directors' report.

• There are no significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future.

• No equity shares were issued with differential rights as to dividend voting orotherwise.

• No equity shares (including sweat equity shares) were issued to employees ofyour company under any scheme.

• The company has not resorted to any buy back of its equity shares during theyear under review.

• There was no change in the nature of business of the Company.

• There was no fraud reported by the Auditors of the Company under the Section143(12) of Act to the Audit Committee.

• Your Company has constituted IT Strategy committee and the committee hasapproved IT Strategy policy and documents to mitigate the Company's exposure towards ITrisks. The detailed terms of reference of the IT Strategy committee are given in theCorporate Governance Report forming part of the Annual Report.

• The Company has a policy for prevention of Sexual Harassment for Women atWorkplace. An Internal Complaints Committee has been constituted in line with the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013(‘the said Act'). During the year under review there were no cases filed under thesaid Act.

• Disclosure regarding details relating to deposits covered under Chapter V of theAct is not applicable since our company is a Non-Banking Financial Company regulated byReserve Bank of India. The Company accepts deposits as per Master Direction - non-bankingfinancial companies acceptance of public deposits (Reserve Bank) Directions 2016.

• The Company has obtained a certificate from the statutory auditor certifyingthat the Company has complied with the requirements of the Regulation 9 of the MasterDirection - Foreign Investment in India with regard to downstream investments.

• The Company has complied with Secretarial Standards issued by the Institute ofCompany Secretaries of India on Board Meetings Annual General Meetings and Dividend.

CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129 read with Rule 5 to the Companies (Accounts) Rules 2014Statement containing salient features of the financial statement of associate company(Form AOC- 1) and a statement on consolidated financial position of the Company with thatofthe SAMIL an associate ofthe Company is attached to the Annual Report. The consolidatedfinancial statements attached to this Annual Report are prepared in compliance with theapplicable Indian Accounting Standards and Listing Regulations. The annual report and theannual accounts of SAMIL and the related detailed information shall be made available tomembers of the Company seeking such information. The annual accounts of the SAMIL shallalso be kept for inspection by members at the Registered Office of the Company and of theSAMIL. The annual accounts of SAMIL shall be available on the website of the Company viz.https://www.stfc.in/annual-reports.aspx. The Company shall furnish hard copy of details ofaccounts of the SAMIL to the member on demand.

PARTICULARS OF EMPLOYEES

The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Act read with Rule5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The Disclosure required as under Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed to thisreport as Annexure-III.

AUDITORS

Pursuant to the provisions of Section 139 of the Act and the Companies (Audit andAuditors) Rules 2014 M/s Haribhakti & Co. LLP Chartered Accountants Mumbai (FirmRegistration No. 103523W/W100048) and M/s Pijush Gupta & Co. Chartered AccountantsGurugram (Firm Registration No. 309015E) had been appointed as joint Auditors of theCompany at the 38th AGM held on June 29 2017 to hold office from the conclusion of the 38thAGM until the conclusion of the 43rd AGM of the Company. The Companies (Amendment)Act 2017 has waived the requirement for ratification of the appointment of auditor by theshareholders at every Annual General Meeting with effect from May 07 2018. Hence theapproval of the members is not being sought for the re-appointment of the joint Auditorsin line with the resolution passed for their appointment at the 38th AGM held on June 292017. The joint Auditors have confirmed that they are not disqualified to act as Auditorsand are eligible to hold office as Auditors of the Company. They have also confirmed thatthey hold a valid peer review certificate as prescribed under Listing Regulations.Approval of the members is being sought for fixation of remuneration of joint Auditors ofthe Company for the financial year 201920. The Auditors' Report to the members for theyear under review does not contain any qualification reservation or adverse remark.

SECRETARIAL AUDIT

Secretarial Audit Report pursuant to the provisions of Section 204 of the Act for thefinancial year 2018-19 issued by Mr. P. Sriram Practicing Company Secretary (Certificateof Practice No. 3310) (Membership No. FCS 4862) is annexed to this report as Annexure-IV.The report does not contain any qualification reservation or adverse remark.

CORPORATE GOVERNANCE

Pursuant to Schedule V to the Listing Regulations the following Reports/Certificatesform part of the Annual Report:

• the Report on Corporate Governance;

• the Certificate duly signed by the Managing Director & CEO and ChiefFinancial Officer on the Financial Statements of the Company for the year ended March 312019 as submitted to the Board of Directors at their meeting held on May 08 2019 ;

• the declaration by the Managing Director & CEO regarding compliance by theBoard members and senior management personnel with the Company's Code of Conduct ; and

• the Management Discussion & Analysis Report

The Auditors' Certificate on Corporate Governance is annexed to this report asAnnexure-V.

ACKNOWLEDGEMENT

The Board of Directors would like to place on record their gratitude for the guidanceand cooperation extended by Reserve Bank of India and the other regulatory authorities.The Board takes this opportunity to express their sincere appreciation for the excellentpatronage received from the Banks and Financial Institutions and for the continuedenthusiasm total commitment dedicated efforts of the executives and employees of theCompany at all levels. We are also deeply grateful for the continued confidence and faithreposed on us by all the Stakeholders including Shareholders Depositors Debentureholders and Debt holders.

For and on behalf of the Board of Directors

S. Lakshminarayanan
Mumbai Chairman
May 08 2019 (DIN: 02808698)


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