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SKS Microfinance Directors Report, SKS Microfin Reports by Directors
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SKS Microfinance
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Download Annual Report PDF Format 2012 | 2011 | 2010
Directors Report Year End : Mar '12    « Mar 11
The Directors have pleasure in presenting the Ninth Annual Report of
 your Company together with the audited statement of accounts for the
 year ended March 31, 2012.
 
 The year was momentous for the microfinance industry in India in
 general and your Company in particular due to the significant
 regulatory changes. The following are the major developments on the
 regulatory front:
 
 * On May 3, 2011 the Reserve Bank of India (RBI) accepted the
 recommendations of the Malegam Committee, set up to study issues and
 concerns in the microfinance sector. Also, the RBI re-affirmed priority
 sector status for microfinance.
 
 * On December 2, 2011, the RBI created a new category of finance
 companies, the Non-Banking Finance Companies-Micro Finance Institutions
 (NBFC-MFIs), and released operational guidelines for these firms which
 will be regulated by the RBI.  The guidelines lay considerable emphasis
 on the financial stability of MFIs and prescribe prudential norms for
 capital adequacy, asset classification and provisioning for bad assets.
 Further, ceilings have also been imposed on individual interest rates
 and realizable margins. Also, certain norms have been stipulated in
 relation to fair collection practices and transparency in pricing.
 
 * On May 22, 2012, the Micro Finance Institutions (Development and
 Regulation) Bill, 2012 was introduced in Parliament.
 
 Your Company has already adopted several aspects of the new regulatory
 framework and has applied to the RBI for the classification of your
 Company as an NBFC-MFI.
 
 Your Company continues to be one of the largest microfinance
 institutions (MFIs) in India in terms of the total value of loans
 outstanding and the number of borrowers, as of March 31, 2012, and the
 only MFI listed in India.
 
 Financial highlights
 
 The financial performance for fiscal ended March 31, 2012 is summarized
 in the following table:
 
                                                 (Rs. in Crore)
 
 Year ended March 31                              2012     2011
 
 Total revenue                                   472.3   1,269.5
 
 Less: Total expenditure                       1,796.1   1,098.6
 
 Profit (Loss) Before Tax                     (1,323.7)    170.9
 
 Profit (Loss) After Tax                      (1,360.6)    111.6
 
 Surplus brought forward                         309.3     220.0
 
 Amount available for appropriation                -       331.6
 
 Appropriation has been made as under:
 
 Transfer to Statutory Reserve                     -        22.3
 Surplus carried to Balance Sheet
                                              (1,051.3)    309.3 
 Earnings Per Share (EPS)                      (188.06)     16.1 
 Diluted EPS                                   (188.06)     15.2
 
 - Your Company''s total revenue for the year ended March 31, 2012 has
 recorded a reduction of 62.8 percent from Rs. 1,269.5 crore to Rs.
 472.3 crore.
 
 - Net Profit After Tax for the year declined from Rs. 111.6 crore to a
 loss of Rs. 1,360.6 crore in FY12.
 
 Operational highlights
 
 The following table summarizes the operational performance of your
 Company for the year ended March 31, 2012:
 
 Year ended March 31           2012      2011    Percentage change
 
 Number of branches           1,461     2,379        (38.6)
 
 Number of members (in Lakhs)  53.5      73.1        (26.8)
 
 Number of employees         16,194    22,733        (28.8)
 
 Amount disbursed 
 (Rs.in Crore)                2,737     7,831        (65.1)
 
 Portfolio outstanding 
 (Rs. in Crore)               1,669     4,111        (59.4)
 
 During the year under review, your Company''s member base has decreased
 by 26.8 percent to 53.5 lakh (5.35 million) as compared to 73.1 lakh
 (7.31 million) for the previous year, which is primarily due to Andhra
 Pradesh Microfinance Institutions (Regulation of Money-Lending) Act,
 2010 (AP MFI Act). Consequently, loan disbursement decreased by 65.1
 percent from Rs. 7,831 crore to Rs. 2,737 crore. Your Company has
 closed or merged 918 branches as part of its business rationalization
 policy.
 
 Unique strengths
 
 Your Company continues to be recognized as one of the largest MFIs in
 India with unique achievements and strengths. Among these are:
 
 * Your Company has repaid more than Rs. 3,800 crore to the banking
 system since the Andhra Pradesh microfinance situation without even a
 day''s delay and did not join CDR.
 
 * Your Company has healthy cash and bank balances of Rs. 690 crore with
 a networth of Rs. 435 crore and strong capital adequacy of 35.4 percent
 (as against the 12 percent stipulated by the Reserve Bank of India) as
 of March 31, 2012. In addition, the unavailed deferred tax benefit
 stands at Rs. 460 crore.
 
 * Your Company has also brought about a significant reduction in
 operating costs from Rs. 106 crore in Q4-FY11 to Rs. 81 crore in
 Q4-FY12 on account of branch consolidation from 2,379 in Q4-FY11 to
 1,461 in Q4-FY12.
 
 * Your Company has not lost a single Core Management Team member
 voluntarily since the Andhra Pradesh microfinance situation.
 
 * In order to protect members from over-indebtedness, your Company has
 been playing a leading part in pioneering industry-wide efforts on
 creating and sharing credit-related information with Credit Bureaus.
 Between September 2011 and April 2012, your Company obtained Credit
 Bureau reports for 44 lakh members, while loans have been given to only
 26percent of them.
 
 * Your Company''s policies and processes along with documentation have
 been modified to comply with:
 
 1.  RBI guidelines of December 2, 2011.
 
 2.  RBI Fair Practice Code guidelines of July 2, 2012.
 
 3.  Guidelines and codes of industry bodies like Sa-Dhan and MFIN.
 
 * Your Company disclosed on December 7, 2011 that it would invest Rs.
 15 crore in the next three years in order to align its customer
 grievance redressal and Customer Protection Practices (CPP) with
 globally recognized benchmarks.
 
 * Your Company announced on December 7, 2011 that it will cap Return on
 Assets at 3 percent for the core microfinance business. Your Company''s
 present interest is 24.55 percent as against the Reserve Bank of India
 prescribed limit of 26 percent.
 
 * Mr. Verghese Jacob, a seasoned corporate and social sector expert
 with three decades of experience, was appointed as your Company''s
 Ombudsman on January 31, 2012.
 
 * Your Company commissioned EDA Rural Systems, a reputed development
 sector consultancy, to develop a training programme encompassing the
 seven principles (avoidance of over-indebtedness, transparency,
 responsible pricing, appropriate collection practices, ethical staff
 behavior, privacy of client data and grievance redressal mechanism) of
 CPP and also certify several staff members after imparting
 Train-The-Trainer coaching to them.
 
 On account of such distinctions, your Company has been appreciated by
 key stakeholders including banks and financial institutions.  Your
 Company completed 23 transactions with leading banks and financial
 entities and obtained sanction for incremental debt of Rs. 1,360 crore
 in Q4-FY12. During the fiscal, your Company also accomplished the
 largest rated pool assignment transaction of Rs. 354 crore in the
 Indian microfinance history.
 
 Andhra Pradesh microfinance situation
 
 The achievements should be viewed in the backdrop of the sensitive
 Andhra Pradesh situation post the promulgation of the Andhra Pradesh
 Micro Finance Institutions (Regulation of Money-Lending) Ordinance,
 2010. Subsequently, on January 1, 2011, the Government of Andhra
 Pradesh introduced the AP MFI Act to replace the Ap MFI Ordinance.
 Prior to the promulgation of the new law, Andhra Pradesh was India''s
 largest microfinance market accounting 30 percent of borrower accounts
 and loan outstanding of microfinance institutions. Post the
 promulgation, the Indian microfinance industry faced its worst crisis
 ever with the lower middle class borrower bearing the brunt of the
 situation.
 
 The Andhra Pradesh Government''s stated aim was to protect the poor and
 yet its actions have resulted in a 600-fold decrease in financing to
 the very poorest of India''s citizens, according to Legatum Ventures''
 report, Microfinance in India: A Crisis at the Bottom of the Pyramid''.
 This should make everyone pause. The rural poor depend on access to
 consistent and dependable finance to help smooth patchy income streams
 and avert financial crisis. The Andhra Pradesh Government''s actions
 have effectively shut off finance to these most vulnerable of India''s
 citizens. Indeed, as this paper discusses, the very premise of the AP
 MFI Act was fundamentally flawed. Quite apart from protecting the poor,
 the AP MFI Act does just the opposite and risks creating a near term
 financial and human crisis amongst the rural poor in Andhra Pradesh,
 while also potentially jeopardizing the Indian Government''s broader
 financial inclusion agenda.
 
 The impact of the new law could be summed up on the following lines:
 
 * In the first half of FY11, prior to the promulgation of the new law,
 MFIs in Andhra Pradesh disbursed Rs. 5,000 crore to borrowers. This
 dropped to Rs. 8.5 crore in the second half of FY11.
 
 * The exit of microfinance companies had created a credit gap of Rs.
 4,000 crore in Andhra Pradesh, The Hindu newspaper quoted a senior
 official of National Bank for Agriculture and Rural Development as
 saying.
 
 * Close to 9.2 million customers or almost one in three microfinance
 borrowers (almost equal to Mumbai''s suburban population) have defaulted
 on loan repayment, according to Business Standard and The Economic
 Times. These members would appear as defaulters in Credit Bureau lists.
 
 * Microfinance recovery rates in Andhra Pradesh had fallen to 10
 percent from 95 percent.
 
 * Your Company has also brought down the residual Andhra Pradesh
 exposure (Net) to Rs. 236 crore from a high of Rs. 1,491 crore in
 October 2010 by writing off/ provisioning Rs. 1,129 crore.
 
 MicroSave report: No harassment
 
 The report of MicroSave, an independent international organization and
 a close affiliate of CGAP which is housed at the World Bank, is an
 eye-opener for all concerned. The report, What are Clients doing Post
 the Andhra Pradesh MFI Crisis'', is based on 76 sessions using
 participatory methods like focus group discussions, relative preference
 ranking and financial sector trend analysis during July- August 2011 in
 the Telangana, Rayalaseema and Coastal Andhra regions of Andhra Pradesh
 covering the districts of Anantapur, Krishna, Nizamabad and Adilabad.
 MicroSave also interviewed several government officials, who are
 involved in SHG movement, bank officials, who have experience in
 SHG-bank linkage, field staff of SHG federations, field staff of MFIs
 and their borrowers and SHG members. Below are the extracts from the
 same:
 
 Key findings of MicroSave study are:
 
 * MFI members have taken loans at exorbitant interest rates from
 moneylenders in the absence of loans from MFIs.  Moneylenders have
 increased lending in the past eight to 10 months in areas with higher
 penetration of MFIs.
 
 * Many members had reduced the scale of their business because of lack
 of access to alternate sources of credit. Members have sold their
 assets such as house, vehicle, cattle, jewellery, etc., to meet their
 productive as well as essential non- productive expenditure which have
 to be met.
 
 * Most of the members stopped repaying as other members of the group
 and the community stopped repaying.
 
 * Most of the members denied any harassment from the MFIs, and said
 that they are willing to repay their loans if MFIs start disbursing
 fresh loans and if other members in the community also start repaying.
 
 * Members would like to carry forward their relationship with MFIs,
 given the fact that it is an economical and convenient credit option
 for them.
 
 One of the key recommendations (for the State Government/ MFIs): As the
 majority of the clientele of MFIs are members of SHGs promoted by the
 Government of Andhra Pradesh, there are chances of issues of conflict
 between MFIs and the local machinery of the Government. The Government
 and MFIs should take initiative to establish a forum at both district
 and state level to resolve any conflicts.
 
 Ex Andhra Pradesh Sarpanches back MFIs
 
 The grassroots Andhra Pradesh perspective too reflects the plight of
 the lower middle classes. In view of their plight, eminent ex
 Sarpanches and other grassroots opinion leaders from 15 districts of
 Andhra Pradesh have urged the State Government to restart microfinance
 loans for the poor.
 
 Media reports, featuring such requests, have been published regularly
 by leading regional newspapers including Andhra Bhoomi, Andhra Jyothi,
 Andhra Prabha, Eenadu, Namasthe Telangana, Sakshi, Surya and Vaartha
 during the latter half of the fiscal. The media reports focus on the
 following aspects:
 
 * Repeal Ordinance: Sakshi has reported that the State Ordinance
 against MFI loans had caused the people in Shadnagar area to again
 depend on usurious moneylenders to run their small businesses since
 they were unable to find easy credit after MFIs stopped offering loans
 due to the Ordinance.
 
 * Uncertainty due to lack of MFI loans leading to problems: Andhra
 Prabha has reported that there was an urgent need for the Government to
 reinstate MFI loans to farmers and the poor classes, who have been
 badly affected by the lack of credit.  The report went on to note that
 non-availability of bank loans in villages could create a drop in farm
 output, which could have an adverse impact on the state economy.
 
 * Poor in the vortex of debt: Namasthe Telangana has pointed out that
 farmers had been caught in the vortex of debt as the exit of MFIs has
 forced them back into the clutches of moneylenders. It reported that
 the previous year had seen farmers utilize loans from MFIs in a proper
 manner and benefiting from them. The MFI ordinance had once again
 increased their reliance on moneylenders, this year.
 
 * Interest rates should be reduced: Eenadu has emphasized on the
 increased interest burden on the lower income classes as a result of
 the Government''s MFI Ordinance and subsequent dependence on
 moneylenders. The article highlighted the hardships faced by the rural
 poor on account of the exit of MFIs and lack of alternative credit
 options at hand.
 
 * Need for microfinance loans: Andhra Prabha has explained the
 indispensable role that microfinance loans had played not just in
 agricultural businesses but also in other important small businesses
 such as the purchase of buffaloes and selling of milk to villagers.
 Microfinance loans had benefitted a number of people and families
 improving their living standards.  The article emphasized on the
 advantages of microfinance loans compared to loans from moneylenders in
 villages.
 
 The validity of the AP MFI Act has been challenged by several MFIs,
 including your Company. The matter is currently pending in the
 Honorable High Court of Andhra Pradesh.
 
 The Sa-Dhan 2011 report had stated that concerted action from all the
 stakeholders, viz, the Central Government, the RBI, the Government of
 AP banks, Small Industries Development Bank of India (SIDBI) and
 National Bank for Agriculture and Rural Development (NABARD), in
 addition to involvement from industry associations such as the
 Microfinance Institutions Network (MFIN) and Sa-Dhan (the Association
 of Community Development Finance Institution), is important for
 resolution of the AP microfinance crisis.
 
 In July 2011, the Central Government released the draft Micro Finance
 Institutions (Development and Regulation) Bill, 2011 (draft MFI Bill)
 for public comments. The Draft MFI Bill was subsequently replaced by
 the Micro Finance Institutions (Development and Regulation) Bill, 2012
 (MFI Bill 2012). The MFI Bill 2012, which was presented before the
 Indian Parliament on May 22, 2012, attempts to regulate the entire
 microfinance sector, irrespective of the form of institutions involved.
 The MFI Bill 2012 states that its provisions shall be effective
 notwithstanding anything inconsistent contained in any other law. The
 MFI Bill 2012 will require the approval of the Indian Parliament as
 well as the assent of the President of India and publication in the
 Official Gazette before becoming law. The draft MFI Bill, among other
 things, states that its provisions shall be effective notwithstanding
 anything inconsistent contained in any other law and that microfinance
 services extended by any MFI registered with the RBI shall not be
 treated as money-lending for the purpose of any state enactments
 relating to money-lending and usurious loans. The introduction of the
 draft MFI Bill is being seen by the MFI industry as a key step towards
 resolving the uncertainty created by the AP MFI Act.
 
 No contagion effect
 
 The sensitive Andhra Pradesh situation has not shown any contagion
 effect with non-Andhra Pradesh operations of SKS Microfinance
 registering a 11 percent quarter-on-quarter portfolio growth to Rs.
 1,320 crore in Q4-FY12 reversing the declining trend over the previous
 five quarters. Your Company continued to maintain its high collection
 efficiencies in 17 non-Andhra Pradesh states with the collection figure
 for the quarter ending March 2012 standing at 95.1 percent.
 
 New business initiatives
 
 Your Company has built a large distribution network in rural India. As
 of March 31, 2012, your Company has 13,596 branch managers, assistant
 branch managers and Sangam Managers who comprise 84 percent of it''s
 total workforce, across 1,461 branches in 18 states. Your Company can
 leverage this network to distribute financial and non-financial
 products of other institutions to the borrower- members at a cost lower
 than the market price. Your Company''s network also allows such
 distributors to access a segment of the market to which many do not
 otherwise have access to.
 
 Your Company intends to diversify into other businesses while retaining
 the core microfinance business focus. Your Company is scaling up
 certain pilot projects involving fee-based services and secured
 lending, gradually converting them into separate business verticals.
 Your Company''s objective in these non-microfinance businesses is to
 focus on lending that will sustain high repayment rates, increase
 borrower-members'' loyalty and also provide economic benefits to the
 borrower-members and their families. Such non- microfinance products
 and services offer higher operating margins and thus may help your
 Company to increase the overall Return on Assets (ROA).
 
 Your Company currently offers certain loan products that
 borrower-members can use to purchase products that will increase the
 productivity of borrower-members and their businesses. Your Company is
 selective about the products for which loans are issued.  To ensure the
 loans are used for the purchase of the specified product, your Company
 first enters into a strategic relationship with a selected supplier of
 the product and specifies the loan disbursement will be made directly
 to the supplier of the product rather than to the borrower-member.
 
 Your Company has two programmes under this category, namely Mobile
 Phone Loans and Sangam Store Loans.
 
 Mobile Phone Loans
 
 After a successful pilot programme with Nokia during FY10 and FY11 for
 financing of mobile phones for the borrower-members, your Company
 extended this initiative to 11 states in India. The following are the
 features of MBL:
 
 * The annual effective interest rate of the Mobile Phone Loans
 programme is 26.0 percent and the loan processing fee is 1.0 percent.
 
 * A processing/ referral fee is paid to your Company by Nokia and its
 distributors.
 
 * The term of this loan is typically 25 weeks.
 
 * The price of the mobile phones financed by your Company ranges from
 Rs. 1,800 to Rs. 3,000.
 
 * Principal and interest payments are due on a weekly basis during the
 term of the loan.
 
 As of March 31, 2011 and March 31, 2012, Mobile Phone Loans constituted
 0.4 percent and 1.3 percent respectively, of your Company''s total
 outstanding loan portfolio.
 
 Sangam Store Loans
 
 Your Company has also undertaken a pilot project involving a
 business-to-business loan programme with Metro to fund the working
 capital requirements of the borrower-members and certain
 non-borrower-members, who own and operate ''kirana'' or Sangam Stores.
 
 * This programme allows Sangam Stores to purchase their inventory of
 consumer goods and groceries from Metro at wholesale prices.
 
 * Loan amounts range from Rs. 2,500 to Rs. 12,500 and are interest
 free.
 
 * The term of the loan is seven days.
 
 * Non-members are serviced on the basis of cash-on-delivery.
 
 * Your Company also offers credit to non-borrower-members upon
 satisfactory credit appraisals and obtaining requisite approvals.
 
 * Your Company receives a fixed commission from Metro for the total
 purchases a store makes from it, while utilizing the productivity loan.
 
 Dividend
 
 Your Directors have not recommended any dividend as your Company
 reported losses during the year under review.
 
 Change in Registered Office
 
 The Registered Office of your Company was shifted from Ashoka
 Raghupathi Chambers, D. No. 1-10-60 to 62, Opp. Shoppers Stop,
 Begumpet, Hyderabad - 500 016, Andhra Pradesh, India to 3rd Floor, My
 Home Tycoon, Block - A, 6-3-1192, Kundanbagh, Begumpet, Hyderabad - 500
 016, Andhra Pradesh, India with effect from May 7, 2012.
 
 Further, the Board in its meeting held on May 7, 2012 recommended
 shifting of the Registered Office from Andhra Pradesh to Maharashtra,
 by amendment to the Situation Clause of the Memorandum of Association
 of your Company, subject to approvals of the Members and Statutory
 Authorities.
 
 Your Company is in the process of obtaining necessary approvals.
 
 Management Discussion and Analysis
 
 The Management Discussion & Analysis Report for the year under review
 is presented in a separate section on Page 39 in this Annual report.
 
 Corporate Governance
 
 Your Company adopts the corporate best practices and is committed to
 conducting its business in accordance with applicable laws, rules and
 regulations. Your Company follows the highest standards of business
 ethics. A report on Corporate Governance is provided on Page 55 in this
 Annual Report.
 
 Resources and liquidity
 
 Your Company, being a Systemically Important Non-Deposit Accepting
 NBFC, is subject to the capital adequacy requirements prescribed by the
 Reserve Bank of India. Your Company has to maintain a minimum ratio of
 15 percent as prescribed under the Non-Banking Financial (Non-Deposit
 Accepting or Holding) Companies Prudential Norms (Reserve Bank)
 Directions, 2007 (as amended from time to time) based on total capital
 to risk weighted assets. Your Company maintained Capital to Risk Asset
 Ratio (CRAR) of 35.4 percent and 45.4 percent respectively as on March
 31, 2012 and as on March 31, 2011 respectively, which is higher than
 the statutory 15 percent requirement.
 
 During the year, your Company has received ratings for various
 instruments to raise funds and a summary of the ratings is presented in
 the following table:
 
 Agency Item Rating
 
 CARE Rating Short Term Debt CARE A1*
 
 CARE Rating MFI Grading MFI 2 
 
 CARE Rating Assignment CARE A1  (SO)
 
 CARE Rating Securitization CARE A1  (SO)
 
 *Rating withdrawn in May 2012 as no instrument is outstanding.
 
 Fixed deposits
 
 Your Company has not accepted any fixed deposits and, as such, no
 amount of principal or interest was outstanding as of the Balance Sheet
 date.
 
 Increase in share capital
 
 During the year under review, 32,985 equity shares were issued under
 the ESOP plans of your Company. Thus, the issued, subscribed and
 paid-up equity share capital increased from 72,323,910 to 72,356,895 as
 on March 31, 2012.
 
 Post the Balance Sheet date, your Company issued 906,734 Equity Shares
 under ESOP 2007 on May 4, 2012 and opened QIP issue on July 12, 2012
 for issue of Equity Shares pursuant to and in accordance with the
 provisions of Chapter VIII of the SEBI (Issue of Capital and Disclosure
 Requirements) Regulations, 2009, as amended. The said QIP issue is
 being carried out in accordance with the resolution passed by the
 shareholders of your Company through Postal Ballot on December 7, 2011.
 Further, in terms of Regulations 81(c) of Chapter VIII of the
 Securities and Exchange Board of India (Issue of Capital and Disclosure
 Requirements) Regulations, 2009, the Board has fixed July 12, 2012 as
 the ''Relevant Date'' for the purpose and accordingly the floor price is
 Rs. 75.40 per Equity Share as per the pricing formula under Regulation
 85 of Chapter VIII of the SEBI ICDR Regulations, 2009.
 
 RBI guidelines
 
 The Reserve Bank of India, based on the recommendations of the Malegam
 Committee, notified the directions, inter alia, for the introduction of
 new category for MFIs, known as Non Banking Financial Company-Micro
 Finance Institutions (NBFC-MFIs).
 
 Following is the criteria for classifying an NBFC as an NBFC- MFI:
 
 * Minimum net owned funds of Rs. 5 crore.
 
 * Not less than 85 percent of its net assets are in the nature of
 ''qualifying assets''.
 
 * Further the income an NBFC-MFI derives from the remaining 15 percent
 of assets shall be in accordance with the regulations specified in this
 regard.
 
 * An NBFC, which does not qualify as an NBFC-MFI shall not extend loans
 to the microfinance sector, which in aggregate exceed 10 percent of its
 total assets.
 
 * Qualifying asset'' shall mean a loan, which satisfies the following
 criteria:
 
 * Loan disbursed by an NBFC-MFI to a borrower with a rural household
 annual income not exceeding Rs. 60,000 or urban and semi-urban
 household income not exceeding Rs. 1,20,000.
 
 * Loan amount does not exceed Rs. 35,000 in the first cycle and Rs.
 50,000 in subsequent cycles.
 
 * Total indebtedness of the borrower does not exceed Rs. 50,000.
 
 * Tenure of the loan not to be less than 24 months for loan amount in
 excess of Rs. 15,000 with prepayment without penalty.
 
 * Loan to be extended without collateral.
 
 * Aggregate amount of loans, given for income generation, is not less
 than 75 percent of the total loans given by the MFIs.
 
 * Loan is repayable on weekly, fortnightly or monthly installments at
 the choice of the borrower.
 
 Capital requirement
 
 All new NBFC-MFIs shall maintain a capital adequacy ratio consisting of
 Tier I and Tier II Capital, which shall not be less than 15 percent of
 their aggregate risk weighted assets. The total of Tier II Capital at
 any point in time shall not exceed 100 percent of Tier I Capital.
 
 Note:
 
 i.  Among the existing NBFCs to be classified as NBFC-MFIs, those with
 asset size less than Rs. 100 crore will be required to comply with this
 norm w.e.f April 01, 2012. Those with asset size of Rs. 100 crore and
 above are already required to maintain minimum CRAR of 15 percent.
 
 ii.  The CRAR for NBFC-MFIs, which have more than 25 percent loan
 portfolio in the state of Andhra Pradesh will be at 12 percent for the
 year 2011-2012 only. Thereafter, they have to maintain CRAR at 15
 percent.
 
 Asset classification norms: With effect from April 01, 2013:
 
 i.  Standard asset means the asset in respect of which no default in
 repayment of principal or payment of interest is perceived and which
 does not disclose any problem nor carry more than normal risk attached
 to the business.
 
 ii.  Non-performing asset means an asset for which interest/ principal
 payment has remained overdue for a period of 90 days or more.
 
 Provisioning norms: With effect from April 01, 2013
 
 The aggregate loan provision to be maintained by NBFC-MFIs at any point
 in time shall not be less than the higher of:
 
 * 1 percent of the outstanding loan portfolio, or
 
 * 50 percent of the aggregate loan installments, which are overdue for
 more than 90 days and less than 180 days and
 
 * 100 percent of the aggregate loan installments, which are overdue for
 180 days or more.
 
 The RBI has, through its circular dated March 20, 2012, deferred the
 implementation of the asset classification and provisioning norms
 prescribed for NBFC-MFIs until April 1, 2013.
 
 Pricing of credit:
 
 i.  All NBFC-MFIs shall maintain an aggregate margin cap of not more
 than 12 percent. The interest cost will be calculated on the basis of
 average fortnightly balances of outstanding borrowings, and interest
 income is to be calculated on the basis of average fortnightly balances
 of outstanding loan portfolio of qualifying assets.
 
 ii.  Interest on individual loans will not exceed 26 percent per annum
 and the same will be calculated on a reducing (diminishing) balance
 basis.
 
 iii. Processing charges shall not be more than 1 percent of gross loan
 amount. Processing charges need not be included in the margin cap or
 the interest cap.
 
 iv.  NBFC-MFIs shall recover only the actual cost of insurance for
 group, or livestock, life, health for borrower and spouse.
 Administrative charges, where recovered, shall be as per Insurance
 Regulatory Development Authority (IRDA) guidelines.
 
 Fair Practices Code
 
 The Reserve Bank of India on March 26, 2012 amended the Fair Practices
 Code for all NBFCs including MFIs and Gold Loan companies, requiring
 NBFC-MFIs and Gold Loan companies to comply with certain additional
 norms with respect to their lending practices and recovery methods.
 
 Your Company has revised the Code of Conduct for field staff, who have
 been involved in microfinance activities and Gold Loans along with
 relevant policies and documents in line with the RBI guidelines on Fair
 Practices Code for NBFCs.
 
 On December 21, 2011, your Company submitted an application to the RBI
 for classification as an NBFC-MFI and is awaiting necessary approval
 from the RBI.
 
 Credit bureau for MFIs
 
 In order to address the issue of multiple lending or over-indebtedness,
 various Micro Finance Institutions/ NBFCs have come together to invest
 in the Credit Information Bureau, namely High Mark Credit Information
 Services Private Limited via Alpha Micro Finance Consultants Private
 Limited. In order to facilitate the collective investment in High Mark
 as well as undertake other collective steps for building the technology
 infrastructure for credit information sharing among themselves, and to
 educate their staff in ensuring good Customer Protection Practices are
 followed, Alpha has been established as a collective entity by 25
 NBFC-MFIs which together have about 70 percent of the total portfolio
 of the microfinance loans. Your Company invested Rs. 20 lakh in Alpha.
 
 Self-regulations for MFIs
 
 Your Company is a member of both Industry Associations viz.,
 Microfinance Institutions Network (MFIN) and Sa-Dhan (the Association
 of Community Development Finance Institution) that aim to work with
 various stakeholders, including regulators to promote microfinance as a
 tool for achieving larger financial inclusion goals. These
 self-regulatory organisations have defined an Unified Code of Conduct
 for microfinance institutions in India, which seek to create social
 benefits and promote financial inclusion by providing affordable
 services to un-served and underserved households. The Code, in addition
 to reiterating the regulatory guidelines, defines core values and fair
 practices for the sector so as to ensure that microfinance services
 through MFIs are provided in a manner that benefit borrowers- members.
 Ethical approach and dignity for borrowers-members are the key elements
 of the Code.
 
 Globally benchmarked Customer Protection Practices
 
 In view of the concerns raised during the Andhra Pradesh situation,
 your Company has been rolling out several initiatives in order to make
 Client Protection Principle (CPP) a strategic priority as also to
 integrate the same into the business plan. Among the initiatives are:
 
 Credit bureaus and over-indebtedness: In order to protect members from
 over-indebtedness, your Company has been playing a leading part in
 pioneering industry-wide efforts on creating and sharing credit-related
 information with Credit Bureaus. Between September 2011 and April 2012,
 your Company obtained Credit Bureau reports for 44 lakh members, while
 loans have been given to only 26 percent of them.
 
 Regulatory compliance: Your Company''s policies and processes along with
 documentation have been modified to comply with: 1.  RBI guidelines of
 December 2, 2011; 2. RBI Fair Practice Code guidelines of July 2, 2012;
 3. Guidelines and codes of industry bodies like Sa-Dhan and MFIN.
 
 Third-party verification and endorsement: Your Company has been seeking
 external validation for compliance. Accordingly, M-Cril, a well-known
 rating agency, conducted a study during October 2011-December 2011
 across five states and issued a fully complaint report. A similar
 study for the period January 2012-June 2012 covering eight states is
 being commissioned.
 
 Rs. 15 crore investment for CPP: Your Company disclosed on December 7,
 2011 that it would invest Rs. 15 crore in the next three years in order
 to align its customer grievance redressal and CPP with globally
 recognized benchmarks.
 
 Cap on Return on Asset: Your Company announced on December 7, 2011 that
 it will cap Return on Assets at 3 percent for the core microfinance
 business. Your Company''s present interest is 24.55 percent as against
 the Reserve Bank of India prescribed limit of 26 percent.
 
 Ombudsman: Mr. Verghese Jacob, a seasoned corporate and social sector
 expert with three decades of experience, was appointed as its Ombudsman
 on January 31, 2012.
 
 CPP training and certification: Your Company commissioned EDA Rural
 Systems, a reputed development sector consultancy, to develop a
 training programme encompassing the seven principles (avoidance of
 over-indebtedness, transparency, responsible pricing, appropriate
 collection practices, ethical staff behavior, privacy of client data
 and grievance redressal mechanism) of CPP and also certify several
 staff members after imparting Train-The-Trainer coaching to them.
 
 CPP assessment: Your Company has volunteered for an independent
 assessment of its current practices by Smart Campaign Team of Accion
 International. Their initial comments capture the best practices being
 implemented by your Company. The final report is awaited.
 
 Upgradation of Customer Grievance Redressal systems and processes: Your
 Company was the first microfinance company in India to start a
 Toll-free Helpline (1800 300 10000), which is operational in eight
 Indian languages since July 6, 2009. A couple of new Customer Grievance
 Redressal initiatives are being implemented to ensure faster complaint
 resolution.
 
 Integrating CPP into employee KRAs: Zero-tolerance policies have been
 rolled out specifying severe penalties including termination for
 non-compliance of the regulatory guidelines.
 
 The above-mentioned measures will align your Company''s CPP with
 globally benchmarked best practices, helping your Company''s customer
 satisfaction levels while addressing policy-makers'' concerns, if any.
 
 Information technology
 
 Your Company is focused on technology solutions that drive growth.
 Initiatives are being taken in the following areas:
 
 * Cost-effective total branch connectivity solution and strengthen
 existing communication channels.
 
 * Centralization of data for real-time decision making.
 
 * Building strong business intelligence reporting and analytics
 capability.
 
 * Consolidation of network, storage and hardware infrastructure by
 using Cloud and virtualization services to drive economies of scale.
 
 * Use of advanced communication channels like video conferencing to
 increase productivity and efficiencies.
 
 * Build robust framework to strengthen technology assets, artifacts and
 data.
 
 The execution of the above-mentioned initiatives will help your Company
 in achieving its goals.
 
 Human Resource Management
 
 The Human Resources function has been implementing several initiatives
 to attract and retain talent. In this regard, the function has been
 implementing various programmes in the areas of manpower planning and
 optimization, devising development plans, employee engagement as also
 indiscipline. A key initiative in this regard is CARE built on the four
 pillars of: Creative communication, Appreciation for all, Reward and
 recognition and Energy and enthusiasm.
 
 The function has been playing a critical role in ensuring that the
 field employees follow a standardized set of processes and policies
 resulting in minimization of business risks and enhancing customer
 satisfaction. It plays a pivotal role in disseminating Client
 Protection Practices, Code of Conduct and Staff Ethical Behavior across
 the organization enabling the human capital of your Company to gear up
 for future with a special focus on rapid changes pertaining to internal
 and external environment.
 
 Your Company continues to implement various industry first initiatives
 in the areas of role-based training and certification, performance
 differentiation and value-based approaches. Building leaders from
 within will continue to be a priority and your Company continues to
 strengthen its efforts to build the pipeline.
 
 Employee Stock Option Plan (ESOP) and Employee Share Purchase Scheme
 (ESPS)
 
 Presently, stock options have been granted or shares have been issued
 under the following schemes:
 
 A.  SKS Microfinance Employee Share Purchase Scheme 2007 (ESPS 2007)
 
 B.  SKS Microfinance Employee Stock Option Plan 2007 (ESOP 2007)
 
 C.  SKS Microfinance Employees Stock Option Plan 2008 (Independent
 Directors) (ESOP 2008 (ID))
 
 D.  SKS Microfinance Employee Stock Option Plan 2008 (ESOP 2008)
 
 E.  SKS Microfinance Employee Stock Option Plan 2009 (ESOP 2009)
 
 F.  SKS Microfinance Employee Stock Option Plan 2010 (ESOP 2010)
 
 G.  SKS Microfinance Employee Stock Option Plan 2011 (ESOP 2011)
 
 The disclosures with respect to each of the above-mentioned Employee
 Share Purchase Schemes (ESPS) and Employee Stock Option Plans (ESOP),
 as required by Securities and Exchange Board of India (Employee Stock
 Option Scheme and Employee Stock Purchase Scheme), Guidelines, 1999,
 are appended as Annexure - 1 and form part of this report.
 
 Particulars of employees
 
 Pursuant to the provisions of Section 217 (2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975,
 as amended, the names and other particulars of employees are set out in
 Annexure - 2 to the Directors'' Report.
 
 Directors
 
 During the year under review, following are the changes:
 
 1.  Mr. Suresh Gurumani and Mr. Pramod Bhasin resigned as Directors
 from the Board of Directors of your Company with effect from May 27,
 2011 and August 12, 2011 respectively.
 
 2.  Dr. Vikram Akula resigned as the Executive Chairman of your Company
 with effect from November 23, 2011.
 
 3.  Mr. V. Chandrasekaran''s nomination on the Board was withdrawn by
 Small Industries Development Bank of India (SIDBI) with effect from
 June 8, 2012.
 
 The Board places on record its appreciation for the contribution made
 by the above-mentioned Directors to your Company and industry during
 their tenure.
 
 Your Company is in the process of appointing a new incumbent in place
 of Mr. V Chandrasekaran as SIDBI nominee on the board of your Company
 on completion of certain formalities.
 
 Mr. PH. Ravikumar and Mr. Paresh Patel will retire by rotation and are
 eligible to offer themselves for re-appointment in the ensuing Annual
 General Meeting. A brief profile of the Directors is given in the
 Notice of the Ninth Annual General Meeting.
 
 Directors'' Responsibility Statement
 
 Pursuant to the requirement under Section 217(2AA) of the Companies
 Act, 1956, your Directors confirm as under:
 
 i) In the preparation of the annual accounts, the applicable accounting
 standards read with requirements set out under Schedule VI to the
 Companies Act, 1956 had been followed and there are no material
 departures from the same.
 
 ii) Your Company has selected such accounting policies and applied them
 consistently and made judgments and estimates that are reasonable and
 prudent so as to give a true and fair view of the state of affairs of
 your Company at the end of the financial year and of the profit of your
 Company for that year.
 
 iii) Your Company has taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 your Company and for preventing and detecting fraud and other
 irregularities.
 
 iv) Your Company has prepared the annual accounts of your Company on a
 ''going concern'' basis.
 
 Auditors
 
 The Statutory Auditors of your Company, M/s. S. R. Batliboi & Co,
 Chartered Accountants, Mumbai, retire at the ensuing Ninth Annual
 General Meeting and have confirmed their eligibility and willingness to
 accept office of the Auditors, if appointed. The Audit Committee and
 the Board of Directors have recommended reappointment of M/s. S. R.
 Batliboi & Co., as Statutory Auditors of the Company for the FY2012 -
 2013 for your approval.
 
 Response of the Board to the Auditors'' Comments
 
 In terms of the provisions of Section 217(3) of the Companies Act,
 1956, the Board would like to place on record an explanation to the
 Auditors'' comments in their Audit Report dated May 8, 2012:
 
 S.No.   Auditors'' Comments         Response
 
 1.  The Company''s           Due to the impact of the Andhra Pradesh
                             Microfinance (Money-lending) Regulation
                             Act on
 accumulated losses at the   the field operations in Andhra Pradesh,
                             the Company has prudently written off
                             substantial part
 end of the financial year   of the loans outstanding in
                             the state during the FY2011-12. 
                             Your Company has reduced its net
 are more than fifty percent exposure in AP to Rs. 236.0 crore as on
                             March 31, 2012 from Rs. 1,303.2 crore as
                             on March 
 of its net worth and it has
                             31, 2011. The net exposure is post 
                             provisions and write-offs of Rs.
                             1,007.2 crore on the AP
 incurred cash losses in the portfolio during the financial year, which 
                             have contributed primarily to the losses
                             reported by
 current financial year. The your Company for the first time
                             in its history. Notably, the total 
                             provisions and write-offs of
 Company had not incurred    Rs. 1,173.5 crore made during the financial
                             year 2011-12 exceed the accumulated losses
 any cash losses in the      of Rs. 1,051.3 crore at the end of the 
                             financial year.  The Company has a
                             strong networth of
 immediately preceding       Rs. 434.7 crore even after adjusting the 
                             accumulated losses and capital adequacy 
                             is 35.4
 financial year.             percent.
 
                             The regulatory uncertainty created by the
                             AP MFI Act led to reduced bank lending to
                             the sector and for your Company resulting 
                             in a decline in the non-AP outstanding
                             loan portfolio during the first three
                             quarters of the financial year 2011-12.
                             Subsequently, with clarity from the nBfC- 
                             MFI directions issued by  the RBI and
                             the Central Micro Finance Institutions 
                             (Development  and Regulation) Bill, 2012, 
                             your Company accessed higher funds in 
                             the fourth quarter of financial year
                             2011-12, resulting in quarter-on-quarter
                             growth in the non-AP portfolio. The 
                             Company expects this trend to continue
                             into the next financial year. However, 
                             lower revenues, due to the reduction in 
                             non-AP portfolio over the full year,
                             coupled with less than proportionate
                             decrease in expenses, resulted in cash
                             losses in the financial year
                             2011-12. To control costs, your 
                             Company has initiated several measures
                             and also steps to ensure AP operations 
                             are cash neutral.
 
 2.  We have been informed   Employee fraud is an inherent risk in the
                             business the Company operates in, since 
                             all the
 
 that during the year        transactions are cash-based. In case of 
                             cash embezzlements, your Company has
                             recovered an
 
 there were instances of     amount of Rs. 10,859,714 including the
                             insurance cover. Cash embezzlement is
                             0.09percent
 
 cash embezzlements          of disbursement during the year.
 
 by the employees of the     To mitigate this risk to a large extent,
                             the management has put in place several 
                             preventive
 
 Company aggregating         control measures as under:
 Rs 25,091,317; and
 loans given to non         Procuring indemnity bond from every field 
                             staff, with personal guarantee of a third 
                             person.
 
 existe nt borrowers on    - Every bank transaction (deposit/withdrawal)
                            is to be executed by minimum of two staff
 the basis of fictitious    comprising a bank signatory and a confirmed
                            staff.
 
 documentation created     - The strongbox at every branch is controlled
                             by two keys and the keys are held by two
 by the employees of the     different employees in the branch.
 
 company aggregating       - Surprise visits are conducted by managerial 
                             employees, at the time of carrying out 
                             cash/
 
 Rs 133, 313, 975.           The  bank transactions by field employees.
 
                           - Minimizing the cash balances at various 
                             branches to the lowest level possible 
                             (50,000  
 
 services of all such
 
 employees involved have     next day disbursement)
 
 been terminated and the     There are also several detective controls,
                             as follows:
 
 Company is in the process  - Employee-wise daily reconciliation of 
                              cash balances by the managerial employees
                              at each
 of taking legal action. The  branch
 
 outstanding balance (net   - Frequent surprise visits by accountants
                              and internal auditors, which covers 
                              verification of
 
 of recovery) aggregating     physical cash and bank balances
 
 Rs. 142,440,656 has been   - The following is the action taken in such
                              cases:
 
 written off.               - Terminating services of all the employees 
                              involved in cash embezzlements and taking
 
                              legal action against them
 
                             * Recovering money from such employees
 
                               Also, your Company has taken fidelity
                               insurance to minimize the losses from 
                               cash embezzlements.
 
                               In case of loans given to non-existent/
                               fictitious borrowers, your Company
                               has recovered an amount of Rs. 7,397,648
                               against these cases including insurance 
                               cover. These cases are 0.49percent of 
                               disbursement during the year.
 
                               The following are the various preventive
                               control measures included in the loan 
                               process to mitigate the risk of loans to
                               non-existent borrowers/ fictitious
                               borrowers:
 
                               - All the loans disbursed have a
                                 maker/ checker control; wherein all the 
                                 loans processed by sangam managers
                                 are approved by branch managers/ 
                                 assistant branch managers.
 
                               - Sangam managers are not deployed in 
                                 their home towns, so as to prevent 
                                 collusion with the local people there.
 
                               - Employee rotation every six months,
                                 where in the sangam managers manage
                                 different centres at the end
                                 of every six months.
 
                               - Transfer of sangam manager/ branch
                                 manager in a span of 9 to 12 months
 
                               - Developed internal processes to restrict  
                                 loan disbursements to inactive members
                                 Detective controls:
 
                               - The branch managerial employees perform  
                                 Loan Utilization Check for every loan
                                 disbursed.
 
                               - The internal audit team, on a test
                                 basis, verifies the loan documents and
                                 performs Loan Utilization Check for 
                                 the loans disbursed.
 
                                  Actions taken:
 
                               - Terminating services of all the 
                                 employees involved in fake loan 
                                 transactions and taking legal action 
                                 against them
 
                               - Recovering money from such employees
 
                                 The net impact of frauds comes to 
                                 around 0.51 percent of the total
                                 amount disbursed during the year.
                                 Your Company is working towards
                                 reducing this percentage to the 
                                 least possible by making process
                                 improvements, covering the loss 
                                 by having an adequate insurance policy
                                 and by increasing opportunities 
                                 for direct contact with our members.
                                 During the year, your Company has
                                 recovered an amount of Rs. 1.30 crore
                                 against fraud amount written off 
                                in previous years. 
 
 Energy Conservation, Technology Absorption and Foreign Exchange Earnings and
 Outgo
 
 The particulars required to be furnished under sub section (1) (e) of
 Section 217 of the Companies Act, 1956, read with the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988, are set out in the Annexure - 3 to this report.
 
 Green initiatives
 
 During the previous fiscal, your Company started a sustainability
 initiative with the aim of going green and minimizing the environmental
 impact. Like last year, this year too your Company has published the
 Annual Report prepared in compliance with provisions of the Companies
 Act, 1956 and the Listing Agreement.
 
 Intellectual property
 
 Your Company has 11 trademarks registered in its name, including the
 trademark registrations for SKS Microfinance, the composite trademark
 for SKS in English and eight other Indian languages, and the Swarna
 Pushpam logo in English. Our trademark registration application for
 the Swarna Pushpam logo in Telugu language as well as our application
 for registration of a composite trademark for SKS Microfinance in
 Bengali language are currently pending.
 
 Your Company also has copyright certification of our anthem song titled
 Udhte Jaayen Badte Jaayen.
 
 Acknowledgements
 
 Your Directors express their sincere appreciation of the cooperation
 and assistance received from Sangam Members, shareholders, bankers, and
 other stakeholders during the year under review. Your Directors also
 wish to place on record their deep sense of appreciation for the
 commitment displayed from all executives, officers and field employees
 resulting in the successful performance of your Company during the
 year.
 
                         For and on behalf of the Board of Directors
 
 Place: Hyderabad        SD/-             SD/-
 
 Date: July 14, 2012     P.H. Ravikumar   M.R. Rao
 
                         Non-Executive 
                         Chairman-Interim Managing Director and CEO
Source : Dion Global Solutions Limited
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