172@29@16@12!~!172@29@0@53!~!|commonstore|commonfiles|moneycontrol_header.php?cid=0&s_cid=0&radar_off=0&is_revamped_header=0&is_responsive=1&sec=PNC_ANNUALREPORT&priceinter=1&frommc=1!~!www|moneycontrol|com!~!|commonstore|commonfiles|moneycontrol_header.php!~!is_mobile=false
Moneycontrol
SENSEX NIFTY
you are here:

Muthoot Finance Ltd.

BSE: 533398 | NSE: MUTHOOTFIN |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE414G01012 | SECTOR: Finance - Investments

BSE Live

Oct 26, 16:00
1183.80 -0.45 (-0.04%)
Volume
AVERAGE VOLUME
5-Day
46,959
10-Day
55,563
30-Day
58,832
28,067
  • Prev. Close

    1184.25

  • Open Price

    1183.60

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    0.00 (0)

NSE Live

Oct 26, 15:59
1184.85 0.35 (0.03%)
Volume
AVERAGE VOLUME
5-Day
1,511,003
10-Day
1,525,259
30-Day
1,889,332
1,656,394
  • Prev. Close

    1184.50

  • Open Price

    1185.00

  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    1184.85 (1534)

Annual Report

For Year :
2019 2018 2017 2016 2015 2014 2013 2012 2011

Director’s Report

REPORT OF THE BOARD OF DIRECTORS

Dear Stakeholders,

Directors of your Company have pleasure in presenting the 22nd Annual Report of the Company together with the audited financial statements (standalone and consolidated) for the year ended March 31, 2019.

1. Financial Summary

Your Company has adopted Indian Accounting Standards (Ind AS') notified under section 133 of the Companies Act 2013 ('the Act') read with the Companies (Indian Accounting Standards) Rules, 2015 from April 01, 2018 and the effective date of such transition is April 01, 2017. Such transition has been carried out from the erstwhile Accounting Standards notified under the Act, read with relevant rules issued thereunder and guidelines issued by the Reserve Bank of India ('RBI'). The financial statements have been prepared in accordance with the format prescribed for a Non-Banking Financial Company (NBFC) in compliance of the Companies (Indian Accounting Standards) Rules, 2015, in Division 111 of Notification No. GSR 1022 (E) dated October 11, 2018, issued by the Ministry of Corporate Affairs, Government of India. The financial results along with the comparatives have been prepared in accordance with the recognition and measurement principles stated in Ind AS.

The financial performance of your Company for the year ended March 31, 2019 are summarized below:

 

 

 

 

Rs. in Millions

Particulars

Standalone

 

Consolidated

 

 

Year Ended March 31, 2019

Year Ended March 31, 2018

Year Ended March 31, 2019

Year Ended March 31, 2018

Total Income

68,806.30

63,331.52

76,010.49

67,816.85

Total Expenses

38,038.14

34,884.66

43,415.21

38,396.07

Profit Before Tax

30,768.16

28,446.86

32,595.28

29,420.78

Tax expense

11,046.74

10,671.26

11,565.67

10,983.26

Profit for the year

19,721.42

17,775.60

21,029.61

18,437.52

Equity

97,927.19

78,120.21

99,312.00

78,565.75

Total Liabilities

282,759.81

229,802.34

318,035.99

258,152.23

Total Assets

380,687.00

307,922.55

417,347.99

336,717.98

2. Dividend

Your Board has declared an interim dividend at Rs. 12 per equity share (120% of face value) only after the end of financial year in its meeting dated April 05, 2019 for the financial year 2018-19. The dividend payout amount including the dividend distribution tax will be Rs. 5796.22 millions representing 29.39% of profit after tax for the year. Directors of your Company decided to plough back the remaining profit after tax for business activities during the Financial Year.

The Dividend Distribution Policy required as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and approved by the Board is available on the website of the Company at www.muthootfinance.com/policy/policy-investor and is attached to this report as Annexure 1.

The list of unpaid dividend is available on the Company's website www.muthootfinance.com. Shareholders are requested to check the said list and if any dividend due to them is remaining unpaid in the said list, then  shareholders can approach the Company or Registrar and Transfer Agent of the Company for release of unpaid dividend.

As per Section 124(5) of the Companies Act, 2013, the Company shall transfer the dividend that remained unclaimed for a period of seven years from the date of transfer to unpaid dividend account to the Investor Education and Protection fund (1EPF). Further as per Section 124(6) of the Companies Act, 2013, the Company shall transfer all shares in respect of which the unclaimed dividend has been transferred to 1EPF. No claim will lie on Company on account of dividend after the dividend is transferred to 1EPF.

3. Transfer to Reserves

Your Board of Directors has transferred an amount of Rs. 3,944.29 millions to the Statutory Reserve maintained under Section 451C of the RBI Act, 1934. An amount of Rs. 9,776.16 millions has been transferred to Debenture Redemption Reserve. Post transfer of profits to reserves and distribution of dividend, your Board proposes to retain Rs. 20,870.83 millions in the Retained Earnings

4. Company's Performance

During the Financial Year, Company saw 11% increase in its profitability with a net profit of Rs. 19,721.42 millions for the year ended March 31, 2019 as compared to Rs. 17,775.60 millions for the year ended March 31, 2018. Profit before tax increased by 8% to Rs. 30,768.16 millions. Total Income has increased from Rs. 63,331.52 millions for the year ended March 31, 2018 to Rs. 68,806.30 millions for the year ended March 31, 2019 which is mainly due to increase in Interest Income of the Company. Interest income of the Company increased to Rs. 67,570.12 millions from previous year's interest income of Rs. 62,021.30 millions. Loan Assets Portfolio of the Company increased by Rs. 51,041.00 millions during the year reaching Rs. 342,461.20 millions as on March 31, 2019 as against Rs. 291,420.20 millions as on March 31, 2018. The Return on Average Loans stood at 6.31% in FY 2018-19 as against 6.36% in FY 201 7-18. Interest yield was 21.63% as compared to 22.21% in FY 2017-18.Net Interest Margin was 14.47% as compared to 15.29% in FY 2017-18. The Company remitted to exchequer Rs. 11287.83 millions as taxes.

5. Resource Mobilization

(a) Non-Convertible Debentures:

Your Company successfully completed 18th and 19th Issue of Non-Convertible Debentures through Public Issue during FY 2018-19 raising Rs. 37,094.57 millions. Company has raised Rs. 5,750.00 millions through Private Placement of debentures.

Directors of your Company are thankful to all investors who have subscribed the debentures and shown their trust towards your Company.

Subordinated Debts represents long term source of funds for the Company and the amount outstanding as on 31st March, 2019 was Rs. 4,307.48 millions. It qualifies as Tier 11 capital under the Non-Banking Financial Company- Systemically Important Non- Deposit taking Company and Deposit taking Company (Reserve Bank) Directions, 2016.

(b) Bank Finance:

Bank Finance remains an important source of funding for your Company. Commercial Banks continued their support to your Company during Financial Year. As of 31st March, 2019, borrowings from banks were Rs. 129,781.58 millions as against Rs. 111,831.91 millions in the previous year.

6. Credit Rating

The Company has debt credit ratings as below:

Credit Rating Agency

Instruments

Ratings

CR1SIL

Commercial Paper

CR1SIL A1 +

Subordinated Debts

CRISlL AA/Stable

Non-Convertible Debentures

CRISlL AA/Stable

1CRA

Commercial Paper

[1CRA] A1 +

Short Term Bank Borrowings

[1CRA] A1 +

Long Term Bank Borrowings

[1CRA] AA/(Stable)

Subordinated Debts

[1CRA] AA/(Stable)

Non-Convertible Debentures

[1CRA] AA/(Stable)

7. Equity Sbare Issuances Employee Stock Options Schemes

During the year, your Company has allotted 620,077 equity shares of face value of Rs. 101- each under Muthoot ESOP 2013 pursuant to exercise of 7,287 options of Rs. 10/- each for Loyalty Options and 612,790 options of Rs. 50/- each for Growth Options by Employees of the Company.

The disclosures as required under SEB1 (Share Based Employee Benefits) Regulations, 2014 read with SEB1 Circular C1R/CFD/POL1CY CELL/2/2015 dated 16th June 2015 is attached to this report as Annexure 2. The same disclosure is available at Company's website www.muthootfinance.com/investors/disclosure-esop. Please refer note 46 of Notes forming part of Standalone Financial Statements for further disclosures on ESOP. The Company does not have any scheme to fund its employees to purchase the shares of the Company.

Your Company has received the certificate from the Statutory Auditors of the Company certifying that the ESOP scheme is implemented in accordance with the applicable SEB1 Guidelines/Regulations and is in accordance with the resolution passed by the members of the Company. The certificate would be placed at the Annual General Meeting for inspection by members.

The stock option schemes are in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and there have been no material changes to these plans during the Financial Year 2018-19.

8. Internal Audit and Financial Control

Over the years Company has evolved a robust, proper and adequate internal audit system in keeping with the size of the Company and its business model. Your Company has developed well documented internal audit and control system for meticulous compliance from all layers of the Company. The control system ensures that the Company's assets are safeguarded and protected. The audit system also takes care to see that revenue leakages and losses to the Company are prevented and our income streams are protected. The control system enables reliable financial reporting.

Company has a well-structured Audit & Inspection department to perform timely and frequent internal audit to evaluate the adequacy of systems and procedures and also to evaluate the status of compliance to Company's guidelines and other statutory requirements. The department is manned by a team of above 900 dedicated personnel who constantly engaged in safeguarding your Company's assets, ensures the quality of assets pledged and also evaluates the adequacy of risk management systems at its operating units. In keeping with the huge network and geographic outreach of the operating units spread across the length and breadth of the country, the audit functions have been decentralized through setting up of Regional Audit offices in important Regional centers. The Regional Audit Offices exercise field level control over the branches through onsite visits and online audit systems. The field level Auditors report to Regional Audit offices who in turn shares their findings with the Audit & Inspection Department at the Registered Office of the Company.

Audit Committee of Board of Directors is apex Audit Authority of the Company. Under the present Audit Architecture, the Internal Audit Department reports to the Audit Committee regarding significant audit findings and also preventive and corrective measures to protect the interests of the Company. The audit Committee undertakes an evaluation of the adequacy and effectiveness of internal control systems. It also oversees the implementation of audit recommendations especially involving the risk management measures.

In addition to reviewing the internal control systems put in place by the Audit & Inspection Department, the Audit Committee also imparts guidance and crucial directions for upgradation of systems and controls on ongoing basis.

At present the Audit system prevalent in the Company is completely autonomous function and built on best corporate governance framework.

Reference is invited to Note 51 of Notes forming part of the standalone financial statements contained in the annual report regarding frauds committed by employees/customers of the Company which are dealt with Reserve Bank of India guidelines and are in nature of operation related forms due to nature of business of the Company. Company has taken or is in the process of taking disciplinary/ legal action against such employees/customers.

9. Human Resources

As on March 31, 2019, the Company had 24,224 employees in its rolls at various level of organizational structure. Your Company is always committed in providing employees with ample opportunities to learn and advance in career.

Based on performance of the employees, management has introduced new means of payouts and increased the percentage of payout for existing incentives. The management is also rewarding employees with foreign trips to exquisite locations based on their achievement.

Exclusive Staff Welfare Officer were positioned in Regional Offices to support our employees to draw the benefits offered under statutory provisions - ESI, Medi-claim etc. Regional HR Managers were positioned in selected Regional Offices and they will act as a link between the employee and the management to represent any grievances / discomforts of employees pertaining to human resource related matters. These officers also arranges staff engagement programs to create unity among our employee community.

Your Company has offered multiple training programs to employees to help in their development. The programs includes product/process related trainings, soft skill trainings, leadership trainings and certification trainings for different group of employees. Company imparts training through two premium training establishments of the Company and 74 Regional Learning Centers.

Your Company has robust mechanism for identifying performers and Performance Score card method of performance assessment has been implemented for a structured and unbiased performance assessment model. Company has taken steps to promote eligible employees to the next level based on the above performance assessment model. .

Your Company offers various other benefits to employees including Employee Stock Options and various Statutory and Non Statutory Staff Welfare Measures. All eligible employees are covered under statutory provisions namely EPF, ESI, Maternity Benefits, Gratuity etc. Employees were enrolled under the National Pension System (NPS) with Company also making contribution along with their contribution.

10. Major Marketing & Promotion Initiatives

i) AB-CSK Marketing Campaign

During the year 2018-19 company continued its association with the biggest and legendary superstar of Bollywood and entertainment industry, Padma Vibhushan Shri Amitabh Bachchan who has a huge fan following not just in India but all over the world.

Company has also continued its association with the one of the most successful IPL teams of all times -Chennai Super Kings, led by the legendary former Indian

Captain Padma Bhushan Shri Mahendra Singh Dhoni as Prinicipal Team Partner. This association allowed us to reach closer to our customers as well as to the huge cricket fans of this country and even abroad, in a more exciting & acceptable manner more especially in the southern part of India.

ii) Muthoot Vishwas Ki Tijori:

Kumbh 2019 was the largest congregation of human beings on planet Earth with more than 24 Crore people converging at Prayaagraj. It was observed that often people coming for Kumbh find it a major challenge to keep their valuables safely, before they could have a holy dip. They often leave their personal belongings unattended on the banks of the river and find it hard to focus or enjoy in having a peaceful holy dip. Identifying this problem, Muthoot Finance decided to leverage on its core asset of Trust and offer a unique solution. This is for the first time in the history of Kumbh that locker services were being offered to all visitors to keep their personal belongings safe before they proceeded to have their holy dip.

'Muthoot Vishwaas Ki Tijori' (free locker service for all pilgrims) was powered by a specially designed mobile App, online e-KYC was done while availing this service, photographs of the visitors' belongings were taken and a physical confirmation document along with the photograph of their belongings was also given to them, providing them an added layer of assurance. The lockers were also equipped with 24x7 CCTV surveillance systems, security guards, metal detectors, alarm systems, fire extinguishers and other essentials to ensure their belongings are absolutely safe and secure. On their return, their belongings and identity were re-verified and handed over to them in the same pristine condition with utmost respect. To sweeten their experience, all their belongings were returned in Muthoot branded biodegradable non-plastic bags along with some interesting goodies.

In addition to the above, innovative Muthoot Boat Services were also introduced for ferrying people from the river bank to the Sangam and back. Free transit shelter homes (Rein Basera Camps) were also organised at multiple city locations for countless devotees to have a peaceful overnight stay at no cost. And for those overseas visitors who converged at Prayag for experiencing the divinity & largeness of Kumbh, there was Muthoot Forex helping them with instant foreign exchange services.

During the activation, more than 10,000 beneficiaries availed this free service, thereby letting more than 50,000 family members have a peaceful holy dip during their Kumbh visit. Furthermore, countless number of pilgrims availed the Muthoot Boat Services, and millions of them were benefitted by the Free Transit Shelter Homes (Rein Basera Camps).

This Kumbha campaigns were Awarded Silver at ABBY Awards 2019, awarded Gold at Golden Mikes Award 2019 and awarded Gold at Flame Awards Asia 2019, for Best Experiential Marketing Campaign of the Year

iii) Jaipur Pink Panther, Pro Kabbadi League Season 6 Association:

Your Company partnered with the Jaipur Pink Panthers team of the Pro Kabaddi League as its associate sponsor for the League's Season 6, for the second consecutive year.

Your Company has always supported sports and celebrated the spirit of sportsmanship, while in the past we have been associated with several other sports like cricket and football, Kabaddi is particularly significant to us owing to its rural appeal as your company has more than 60% of its branch network in rural and semi urban areas of the country. The association further helped us realise our aim of supporting aspirations of the rural population of the country while promoting a spirit of sportsmanship and fair play.

iv) Association with Wheel Chair Cricket India as a Title Sponsor:

This initiative particularly was an important part of Muthoot Finance's larger vision of contributing back to the society. Acknowledging the notable work being done by Wheelchair Cricket India, your company decided to support a noble cause by sponsoring an international tri-nation cricket series being played at Dubai. This association and financial support helped the players fly to Dubai and play Cricket against the Wheelchair Cricket teams from Pakistan and Bangladesh and come back with pride after winning the trophy. Your Company values and salutes the spirit of committed players who in spite of being differently-abled, believed in pursuing their dream and emerge victorious.

11. Capital Adequacy

Your Company's Capital Adequacy Ratio as of March 31, 2019 stood at 26.05% of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off-balance sheet items, which is well above the regulatory minimum of 15%. Out of the above, Tier 1 capital adequacy ratio stood at 25.61% and Tier 11 capital adequacy ratio stood at 0.44%.

12. Public Deposits

The Company is a Systemically Important Non-Deposit Taking NBFC and hence has not accepted any public deposits.

13. RBI Guidelines

Your Company has complied with all the applicable regulations prescribed by the Reserve Bank of India from time to time. Please refer note 52 and 53 of Notes forming part of Standalone Financial Statements for  additional disclosures required under RBI Guidelines applicable to the Company.

14. Subsidiaries/ Associates/ Joint Ventures

As on March 31, 2019 your Company has seven subsidiaries namely M/s. Asia Asset Finance PLC, M/s. Muthoot Homefin (India) Limited, M/s. Muthoot Insurance Brokers Private Limited, M/s. Belstar Investment and Finance Private Limited, M/s. Muthoot Money Limited, M/s. Muthoot Asset Management Private Limited and M/s. Muthoot Trustee Private Limited. Your Company's subsidiaries have considerably contributed to the overall growth of your  Company during the year. As per Section 136 of the Companies Act, 2013 the audited financial statements, including the consolidated financial statements of your Company and the audited accounts of each of its subsidiaries are available on the website of the Company at www.muthootfinance.com/corporate/our_subsidary. The above documents will also be available for inspection at the Registered Office of the Company during business hours.

The Board of Directors of your Company has formulated a policy on material subsidiary, which is displayed on the web site of the Company at www.muthootfinance.com/policy/policy-investor.

Financial Performance & position of Subsidiaries a. Asia Asset Finance PLC:

Asia Asset Finance PLC, (AAF), a Company listed in Colombo Stock Exchange, is a subsidiary of your Company from December 31, 2014. AAF, where your Company holds 69.17% of equity capital, is a registered Financial Company with Central Bank of Sri Lanka and is mainly engaged in Vehicle Finance and Hire Purchase Activities. The Company which has also started business relating to lending against collateral of gold jewellery and micro finance is presently contributing a significant part of loan portfolio and income. AAF has operations across Sri Lanka with 23 branches as on March 31, 2019. AAF has made considerable progress in its business. Its major financial parameters for Financial Year 2018-19 are as follows:

Parameters

Total Income

Profit Before Tax

Profit After Tax

Equity

Total Assets

Total Outside Liabilities

Amount in INR (in millions) LKR/lNR as on 31.03.2019-0.395775 /Average Exchange Rate -0.40657*

1,166.35*

38.18*

41.04*

772.91

5,501.07

4,728.17

Amounts in LKR (in millions)

2,868.76

93.91

100.93

1,952.89

13,899.49

11,946.61

AAF increased its loan portfolio during the year by 26% at LKR 12,568.87 millions. Total Income for FY19 stood at LKR 2,868.76 millions as against previous year total income of LKR 2,572.37 millions. It generated a profit after tax of LKR 100.93 millions during FY19 as against previous year profit after tax of LKR 178.23 millions.

b. Muthoot Homefin (India) Ltd:

M/s. Muthoot Homefin (India) Ltd (MH1L), a registered Housing Finance Company licensed by National Housing Bank is a wholly owned subsidiary of your Company. Its major financial parameters for Financial Year 2018-19 are as follows:

Parameters

Total Income

Profit Before Tax

Profit After Tax

Equity

Total Assets

Total Outside Liabilities

Amount in INR (in millions)

2,257.29

511.45

362.65

3941.78

19,472.45

15,530.67

MHIL increased its loan portfolio by Rs. 4,486.40 millions at Rs. 19,075.01 millions during the year. Total income for Financial Year 2018-19 stood at Rs. 2,257.29 millions as against previous year total income of Rs. 1170.61 millions. It achieved a profit after tax of Rs. 362.65 millions in Financial Year 2018-19 as against previous year profit of Rs. 222.56 millions.

c. Muthoot Insurance Brokers Private Limited:

Muthoot Insurance Brokers Private Limited (MIBPL), is an unlisted Private Limited Company holding a license to act as Direct Broker from Insurance Regulatory and Development Authority of India (1RDA) since 2013. MIBPL is

Wholly- Owned Subsidiary Company of your Company. Its major financial parameters for Financial Year 2018-19 are as follows:

Parameters

Total Income

Profit Before Tax

Profit After Tax

Equity

Total Assets

Total Outside Liabilities

Amount in INR (in millions)

251.16

215.45

150.46

426.62

446.05

19.42

MIBPL generated a First year premium collection amounting to Rs. 1,737.66 millions during Financial Year 2018-19 as against Rs. 1,106.53 in the previous year. It generated a Profit after Tax of Rs. 150.46 millions during Financial Year 2018-19 as against Rs. 105.39 millions in the previous year.

d. Belstar Investment and Finance Private Limited:

M/s. Belstar Investment and Finance Private Limited (B1FPL) is a micro finance Company. At end of the Financial Year 2018-19, your Company holds 70.01% of the equity capital of BIFPL. Its major financial parameters for Financial Year 2018-19 are as follows:

Parameters

Total Income

Profit Before Tax

Profit After Tax

Equity

Total Assets

Total Outside Liabilities

Amount in INR (in millions)

3,680.68

1,030.98

728.53

4,001.75

20,438.71

16,436.96

B1FPL grew its loan portfolio during Financial Year 2018-19 by 62% reaching Rs. 18,419.36 millions. It achieved a profit after tax of ? 728.53 millions during Financial Year 2018-19 as against previous year profit after tax of Rs. 270.50 millions. Its Stage 111 Asset on Gross Loan Asset % as on March 31, 2019 stood at 1.15%.

e. Muthoot Money Limited

M/s. Muthoot Money Ltd (MML), a registered Non-Banking Finance Company licensed by Reserve Bank of India is a subsidiary of your Company. During the Financial Year 2018-19, your Company acquired 100% of the equity capital making it wholly owned subsidiary. Its major financial parameters for Financial Year 2018-19 are as follows:

Parameters

Total Income

Profit Before Tax

Profit After Tax

Equity

Total Assets

Total Outside Liabilities

Amount in INR (in millions)

156.19

7.20

2.82

1,034.93

3,352.29

2,317.36

MML increased its loan portfolio by Rs. 3,042.69 millions at Rs. 3,107.49 millions during the year. Total income for Financial Year 2018-19 stood at Rs. 156.19 millions as against previous year total income of Rs. 11.15 millions It achieved a net profit of ? 2.83 millions in Financial Year 2018-19 as against previous year profit of Rs..2.37 millions

f. Muthoot Asset Management Private Limited

Your Company has incorporated a wholly owned subsidiary M/s. Muthoot Asset Management Private Limited which is yet to commence commercial operations. Its major financial parameters for Financial Year 2018-19 are as follows:

Parameters

Total Income

Profit Before Tax

Profit After Tax

Equity

Total Assets

Total Outside Liabilities

Amount in INR (in millions)

8.27

3.27

2.23

512.23

513.71

1.47

g. Muthoot Trustee Private Limited

Your Company has incorporated a wholly owned subsidiary M/s. Muthoot Trustee Private Limited which is yet to commence commercial operations. Its major financial parameters for Financial Year 2018-19 are as follows:

Parameters

Total Income

Profit Before Tax

Profit After Tax

Equity

Total Assets

Total Outside Liabilities

Amount in INR (in thousands)

7.74

4.01

2.76

1,002.76

1,004.62

1.86

The statement containing the salient features of the financial statement of your Company's Subsidiaries is attached as Annexure to Standalone Financial Statements of the Company as required under Rule 5 of The Companies (Accounts) Rules 2014.

There are no other Companies which have become or ceased to be Subsidiaries/ Associates/ Joint Ventures of the Company during the Financial Year 2018-19.

15. Particulars of Loans, Guarantees or Investments Under Section 186 of The Companies Act, 2013

Pursuant to Section 186(11)(a) of the Companies Act, 2013 (the 'Act') read with Rule 11 (2) of the Companies (Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security provided in the ordinary course of business by a Non- Banking Financial Company (NBFC) registered with Reserve Bank of India are exempt from the applicability of provisions of Section 186 of the Act. As such the particulars of loans and guarantee have not been disclosed in this Report. The details of the Investments of the Company are furnished under Note 8 of Notes forming part of the Standalone Financial Statements for the year ended March 31, 2019.

16. Extract of Annual Return

Extract of Annual Return as required under Companies Act, 2013 is annexed as Annexure 3.

17. Consolidated Financial Statements

The audited consolidated financial statements of the Company along with its subsidiaries AAF, MHIL, BIFPL, MML, MAMPL, MTPL and MIBPL prepared in accordance with the IndAS to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 , is provided in the Annual Report.

18. Risk Management and Risk Management Policy

Your Company has a Board approved Risk Management Policy which has laid down a framework for identifying, assessing, measuring various elements of risk involved in the business and formulation of procedures and systems for mitigating such risks.

Risk Management Committee of the Board of Directors of your Company constituted in accordance with the Reserve Bank of India guidelines has overall responsibility for overseeing the risk management activities of the Company, approving measurement methodologies and appropriate risk management procedures across the organization.

The Risk Management Committee comprises of:

Risk Management Department periodically places its report on risk management to the Risk Management and Audit Committee of the Board of Directors. During the year, your Company has incorporated various practices and suggestion as directed by the Risk Management and Audit Committee which helped the Company in attaining an improved vigilance and security system, improved security of gold jewellery and cash, improved system of grading of branches, Regional Offices etc. IT based risk management initiatives are discussed in section related to 'Technology Absorption' in this report of Board of Directors.

Your company has aligned function of Risk Management committee which was originally constituted under Reserve Bank of India guidelines to the requirements of SEB1 LODR 2015 as well. Your Board believes this will help company in more robust Risk Management system.

19. Corporate Social Responsibility

Your Board has constituted a Corporate Social Responsibility (CSR) & Business Responsibility Committee to support the Company in achieving the CSR objectives of the Company. The CSR and Business Responsibility Committee of the Board of Directors comprises of the following:

Name of the Director

Designation in the Committee

Nature of Directorship

Jose Mathew

Chairman

Independent Director

John K Paul

Member

Independent Director

George Alexander Muthoot

Member

Managing Director

George Joseph

Chairman

Independent Director

Jose Mathew

Member

Independent Director

George Alexander Muthoot

Member

Managing Director

 

The Company's CSR policy is committed towards CSR activities as envisaged in Schedule Vll of the Companies Act, 2013. The Details of CSR policy of the Company are available on the website of the Company atwww.muthootfinance.com/policy/policy-investor. The Annual Report on CSR activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 is attached to this report as Annexure 4.

In terms of Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014 as amended (CSR Rules) and in accordance with CSR Policy, during the year, the Company has spent Rs. 282.92 millions towards CSR projects/ programs.

20. Business Responsibility Report

The Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations,

2015 mandates the inclusion of the Business Responsibility Report (BRR) as part of the Annual Report for top 500 listed entities based on their market capitalization. The BRR is attached to this report as Annexure 5.

21. Particulars Of Contracts or Arrangements made with Related Parties

The Board of Directors of your Company has formulated a policy on related party transactions, which is displayed on the web site of the Company atwww.muthootfinance.com/policy/policy-investor. This policy deals with review of the related party transactions and regulates all transactions between the Company and its Related Parties.

Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and at arm's length. All related party transactions are placed before the Audit Committee for review and approval.

All transactions or arrangements with related parties referred to in Section 188 (1) of the Act, entered into during the year were on arm's length basis or were in ordinary course of business or with approval of the Audit Committee. During the year, your Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Further, there were no material related party transactions which required approval of shareholders as required under Chapter IV of SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is attached to this report as Annexure 6.

The details of related party and transactions with the related parties as required under chapter IV of SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015 appears on the Note no. 38 of the Notes forming part of the Standalone Financial Statements of the Company.

22. Audit Committee

The Audit Committee comprises of:

Name of the Director

Designation in the Committee

Nature of Directorship

George Joseph

Chairman

Independent Director

John K Paul

Member

Independent Director

Jose Mathew

Member

Independent Director

George Alexander Muthoot

Member

Managing Director

All recommendations of Audit Committee are accepted by your Board and details on Audit committee appear on the report on Corporate Governance.

23. Vigil Mechanism

To conduct affairs of your Company and its various constituents in a fair and transparent manner and as part of Vigil Mechanism, and providing whistle blowers

a safe and reliable way of sharing information, your Company has formulated a Whistle Blower Policy in compliance with Companies Act, 2013 and SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015. There is graded reporting structure under the Policy and also provides provision for direct access to Chairman of Audit Committee. The whistle blower policy is available at website of the Company at www.muthootfinance.com/policy/policy-investors.

24. Listing

Equity Shares of your Company are listed on National Stock Exchange of India Ltd. and BSE Ltd. Your company has paid required listing fees to Stock Exchanges.

25. Changes in Directors and Key Managerial Personnel

The term of Mr. George Joseph and Mr. John K Paul, as Independent Directors is getting completed at the ensuing 22nd Annual General Meeting and hence they are retiring at the Annual General Meeting this year.

Mr. K George John passed away following a brief illness on June 30, 2019. He was due to retire as Independent Director in forthcoming Annual General meeting to be held this year, after completion of his tenure. Board of Directors and employees of Muthoot Finance Limited pay respectful homage to the departed soul.

Mrs. Pamela Anna Mathew, Mr. Jose Mathew and Mr. Jacob Benjamin Koshy were appointed as Independent Directors and hence shall not be liable to retire by rotation.

Mr. M G George Muthoot, Whole- time Director and Mr. George Jacob Muthoot, Whole Time Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment.

On recommendation of Nomination and Remuneration committee, your Board has considered induction of three directors - Mr. Ravindra Pisharody, Mr. V A George and Mr. Pratip Chaudhuri in the Board as Independent Directors to be appointed by members in the ensuing 22nd Annual General Meeting. Board has recommended the re-appointment of Mr. Pratip Chaudhuri as Independent Director for a second term.

Mr. Ravindra Pisharody is a corporate business leader and management professional with over 35 years of experience across diverse industries. Currently, he is a Non- Executive Director on the Boards of 3 companies, and is an advisor to 2 other companies. He also undertakes Coaching and Mentoring assignments. Ravi is a graduate engineer from 11T Kharagpur and did his MBA from the Indian Institute of Management (11M), Calcutta. His expertise is in sales and marketing, as well as Business

Strategy. He has also been active in industry bodies- he has been a member of the Advertising Standards Council of India (ASCI), a council member and subsequently Chairman of the Audit Bureau of Circulation (ABC), and Vice President of the Society of Indian Automobiles Manufacturers (S1AM) in 2016-17. Your Board believes that his appointment will benefit your Company through his role as Independent Director.

Mr. V A George is a certified Director in Corporate Governance by INSEAD, Paris. He has more than 4 decades experience in the corporate world, both Public and Private sectors. He was the past Chairman of Equipment Leasing Association of India and also a Member of the Advisory Committee of Reserve Bank of India. Alumni of 1MD Lausanne and INSEAD France, Mr. V A George has participated in the Management Programmes of Business Schools of Harvard and Stanford. An Adjunct Faculty at Loyola Institute of Business Administration, Chennai and Rajagiri Business School, Kochi. Currently, Mr. V A George is the Managing Director of Thejo Engineering Limited, Chennai. Your Board believes his appointment will benefit the Company through his role as Independent Director.

Mr. Pratip Chaudhuri is the former Chairman of State Bank of India. He held several important positions during his 38 years career in SBI. Your Board believes his appointment will benefit the Company through his role as Independent Director.

After evaluating the eligibility criteria under Reserve Bank of India guidelines, Companies Act, 2013 and SEB1 LODR Regulations 2015, your Board recommends appointment of Mr. Ravindra Pisharody, Mr. V A George and Mr. Pratip Chaudhuri as Independent Directors of the Company. Detailed profile of proposed Directors as required under SEB1 LODR is annexed to the notice calling Annual General Meeting of members of the Company.

Mr George Alexander Muthoot was appointed as Managing Director for a period of 5 years with effect from 01.04.2015 and his present term is getting completed on March 31, 2020. Mr. George Alexander Muthoot is a Key contributor in overall Management of the Company. His vast experience and his association would be of immense benefit to the Company and it is desirable to continue to avail his services as Managing Director. Your Board believes his re- appointment will benefit the Company through his role as Managing Director.

Mr. M. G. George Muthoot, Mr. George Thomas Muthoot, Mr. George Jacob Muthoot were appointed as Whole Time Directors for a period of 5 years with effect from 01.04.2015 and their present term is getting completed on March 31, 2020. Mr. M. G. George Muthoot, Mr. George Thomas Muthoot and Mr. George Jacob Muthoot are Key contributors in overall Management of the Company. Their vast experience and their association would be of immense benefit to the Company and it is desirable to continue to avail their services as Whole-time Directors of the Company. The Board of Directors considers that their appointment as Whole Time Directors will be beneficial to the Company.

After evaluating the eligibility criteria under Reserve Bank of India guidelines, Companies Act, 2013 and SEB1 LODR Regulations 2015, your Board recommends re-appointment of George Alexander Muthoot as Managing Director and M G George Muthoot, George Jacob Muthoot and George Thomas Muthoot as Whole-time directors of the Company. Detailed profile of the above Directors is annexed to the notice calling Annual General Meeting of members of the Company.

26. Meeting of the Board

During the Financial Year 2018-19, your Board of Directors met Eight times on 16.05.2018, 30.06.2018, 30.07.2018,14.08.2018,04.09.2018,10.11.2018, 06.12.2018 and 06.02.2019.

27. Declaration from Independent Directors

The Independent Directors have submitted disclosure that they meet the criteria of independence as provided under Section 149(6) of Companies Act, 2013 and SEB1 Regulations. A statement by Managing Director confirming receipt of this declaration from Independent Directors is annexed to this report as Annexure 7.

28. Policy on Appointment and Remuneration Of Directors and Performance evaluation of Board, Committees and Directors

a) Policy on Appointment and Remuneration Of Directors Board of Directors of your Company, on recommendation of Nomination and Remuneration Committee, has formulated a policy for selection, appointment and remuneration of the directors, senior management personnel as required under Section 1 78(3) of Companies Act, 2013. Details of the said Policy is annexed to this report as Annexure 8.

The Nomination and Remuneration Committee which was reconstituted on April 05, 2019 comprises of the following directors:

Name of the Director

Designation in the Committee

Nature of Directorship

John K Paul

Chairman

Independent Director

Jacob Benjamin Koshy

Member

Independent Director

Jose Mathew

Member

Independent Director

Terms of reference of trie Nomination and Remuneration Committee include the following:

1. Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with Criteria as laid down and recommend to Board their appointment and removal.

2. Ensure persons proposed to be appointed on the Board do not suffer any disqualifications for being appointed as a director under the Companies Act, 2013.

3. Ensure that the proposed appointees have given their consent in writing to the Company;

4. Review and carry out every Director's performance, the structure, size and composition including skills, knowledge and experience required of the Board compared to its current position and make recommendations to the Board with regard to any changes;

5. Plan for the succession planning for directors in the course of its work, taking into account the challenges and opportunities facing the Company, and what skills and expertise are therefore needed on the Board in the future;

6. Be responsible for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise;

7. Keep under review the leadership needs of the organization, both executive and non-executive, with a view to ensuring the continued ability of the organization to compete efficiently in the market place; and

8. Ensure that on appointment to the Board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of committee services and involvement outside board meetings.

9. Determine and agree with the Board the framework for broad policies for criteria for determining qualifications, positive attitudes and independence of a director and recommend to the Board policies, relating to remuneration for the Directors, Key Managerial Personnel and other employees.

10. Review the on-going appropriateness and relevance of the remuneration policy.

11. Ensure that contractual terms of the agreement that Company enters into with Directors as part of their employment in the Company are fair to the individual and the Company.

12. Ensure that all provisions regarding disclosure of remuneration and Remuneration Policy as required under the Companies Act, 2013 or such other acts, rules, regulations or guidelines are complied with.

13. Formulate ESOP plans and decide on future grants.

14. Formulate terms and conditions for a suitable Employee Stock Option Scheme and to decide on followings under Employee Stock Option Schemes of the Company:

(i) the quantum of option to be granted under ESOP Scheme(s) per employee and in aggregate;

(ii) the condition under which option vested in employees may lapse in case of termination of employment for misconduct;

(iii) the exercise period within which the employee should exercise the option and that option would lapse on failure to exercise the option within the exercise period;

(iv) the specified time period within which the employee shall exercise the vested options in the event of termination or resignation of an employee;

(v) the right of an employee to exercise all the options vested in him at one time or at various points of time within the exercise period;

(vi) the procedure for making a fair and reasonable adjustment to the number of options and to the exercise price in case of rights issues, bonus issues and other corporate actions;

(vii) the grant, vest and exercise of option in case of employees who are on long leave; and

(viii) the procedure for cashless exercise of options.

15. Any other matter, which may be relevant for administration of ESOP Scheme including allotment of shares pursuant to exercise of options from time to time.

b) Performance evaluation of Board, Committees and Directors

The SEB1 (Listing Obligations and Disclosures Requirements) Regulations, 2015 and the Companies Act, 2013 require the evaluation of the performance of the Board, its Committees and the individual directors. The Board carried out annual evaluation of its own performance, its Committees and individual Directors based on criteria and framework adopted by trie Board and in accordance with existing regulations. The details of training, appointment, resignation and retirement of Directors, if any, are dealt with in the report of Corporate Governance. Brief details of profile of each Director appear in Annual Report of the Company.

c) Independent Directors Meeting

During the year, a meeting of Independent Directors was held as required under Companies Act, 2013 and in Compliance with requirement under Schedule IV of the Act and as per requirements of SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015 and discussed matters specified therein.

29. Corporate Governance Report

Your Company has complied with the Corporate Governance norms as stipulated in Chapter IV of SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per Regulation 34 of SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Detailed report on Corporate Governance is attached to this Report as Annexure 9.

30. Management Discussion and Analysis Statement

Management Discussion and Analysis on the business of the Company is attached to this Report as Annexure 10.

31. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as follows:

a) Conservation of energy

Your Company being a Non-Banking Finance Company, its activities are not energy intensive. However, your Company has taken adequate measures for conservation of energy and usage of alternative source of energy, wherever required.

b) Technology Absorption

Your Company being a Non-Banking Finance Company, its activities do not require adoption of any specific technology. However, your Company has been in the forefront in implementing latest information technology and tools towards enhancing our customer convenience.

Few of the initiatives taken by the company in information technology for improved business efficiency, ease of operation, improved risk management practice and for providing best stakeholders experience based are as follows: Leveraging the power of information technology, we have been continuing our digital transformation initiatives across all areas of operations to provide better customer experience as also to increase our operational efficiency, control and productivity. The powerful Core Banking Solution (CBS) has been continually enhanced and seamlessly integrated with independent external systems through suitable APIs, enabling straight through processing for better service speed and accuracy of data. The large customer data being built through the CRM system has been churned to cross sell and upsell our varied products& services fine-tuned to suit the needs of the customer.

A number of user friendly mobile apps have been developed and deployed for the customers to access necessary information and doing transactions online on a 24 by 7 basis.

A few of our key digital initiatives focusing the customer convenience are given below.

a) iMuthoot Mobile App on Android and loS Platforms

The iMuthoot mobile App is testimony to our commitment to provide world-class products and services combined with cutting edge technology. Muthoot customers can login to iMuthoot App with their username and password. Customers who are not registered with may register a new account on the mobile app and avail all the features and functionalities available. Some of the services that can be availed from the iMuthoot App are: View Gold Loan details; Remit Interest and Principal repayments on loans; Online Gold Loan (OGL) facility to Withdraw / Top-up enhanced eligible amount and Renew loans. Useful information required by customers such as latest Gold Loan schemes, Gold Loan Calculator, Al powered Chatbot are made available. Helpline and FAQ are provided for clarifying customer queries Currently more than one million customers have downloaded the App and around 5 lakh customers have registered for availing of gold loan services through the iMuthoot channel.

b) Smart Eye

Securing large amount of gold in the remote Branches has been a challenge where we have been exploring the latest technology tools and advances continually. Smart Eye application software has been developed and implemented for this which will enable effective surveillance management centrally and cost effectively too.

The system is facilitated with a Dashboard that displays the health of all the DVRs connected at the branches of the Company. The health of the DVRs is continuously monitored every 5 seconds automatically by the system.

c) API Integrations with Service Providers and Business Verticals

AP1 integration has been enabled in Core Banking Solution during last year for Gold Loan disbursement with MFIN Associated Banks Outward Remittance & Inward Remittance API's, International Money Transfers, Domestic Money Transfers, Health Insurance, Vehicle Insurance, Traditional Insurance Products, etc.

d) Virtual Bank Account for Gold Loans

This facilitates customers to remit their Gold Loan repayments through various payment channels such as IMPS, NEFT, RTGS etc with their Virtual bank account number provided in the Gold Loan pledge form.

e) Online Gold Loan (OGL) Integration with C-DAC & NSDL eSign Functionality OGL has been enabled for 24x7 availability for all Gold Loan customers through iMuthoot Mobile App and Muthoot Online portal. Customers can map their Bank Accounts to their Gold Loan Account without visiting MFIN Branches using more secured Aadhaar enabled eSign from NSDL.

f) Internal Credit Rating platform

The existing CBS computing engine has been enhanced to generate Credit Scores of customers. Accordingly, the system can also allocate loyalty points to the customers.

g) Mobile App Development

The inhouse Mobile App development team has been developing various Apps in both in Android and loS platforms for B2C and B2E Enterprise Mobility Platforms and internal process automations. A few of the features of the Apps are given below.

Map Me 2: App is used to GeoCoding the entire Branches/Offices across India.

iMSecure: The application recognizes the existing customer of the branch there by reducing the fraudulent activities by the visitors. The security person who has been appointed should have a mobile app to verify the contact number of the customer with photo who comes to the branch.

SaleslNxt-Sales App: Application for Muthoot Finance loan sales team for generating instant leads. Sale team can create lead/ Customer through this app and follow-up it.

iMCollect -EMI collections ( Personal Loan):

Mobile application for personal loan Emi collection integrated with PL - Loan Management System ( LMS) .Collection agent need to remit money at branch before EOD.

h) Loan@Home for Customer/Enterprise

This provides flexibility to the customer to avail of gold loan without visiting a branch.

i) Data Loss/Leakage Prevention

With the growth in business and competition seen in the industry, we need to have a robust information security system in place to prevent any critical data loss/ leakage. DLP has been successfully rolled out for all our controlling offices and have enabled policies. The DLP support team do continuous monitoring of the connected systems so as to prevent leakage of data.

c) Total Foreign Exchange Earned : Nil

Total Foreign Exchange Used : Rs. 0.86 millions

32. Audits

a) Statutory Audit under section 139

On recommendation of Board of Directors of the Company, members of the Company appointed M/s. Varma & Varma, Chartered Accountants, Kochi (Firm Reg No. 004532 S) as Statutory Auditor of the Company at the 20th Annual General Meeting of the Company for a term of 5 consecutive years i.e. till the conclusion of 25th Annual General Meeting pursuant to Section 139 of the Companies Act, 2013.

Pursuant to notification issued by the Ministry of Corporate Affairs on May 07, 2018, amending section 139 of the Companies Act 2013, the mandatory requirements for ratification of appointment of auditors by the members at every AGM does not arise.

The Company has received a certificate from the above Auditors to the effect that they are eligible to continue as Auditors in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Report given by M/s. Varma & Varma, Chartered Accountants, Statutory Auditors, on the financial statement of the Company for the year 2018-19 is part of the Annual Report.

b) Secretarial Audit under Section 204

The Board had appointed M/s KSR & Co., Company Secretaries LLP, Coimbatore to conduct Secretarial Audit for the Financial Year 2018-19. The Secretarial Audit report is annexed to this report as Annexure 11.

c) Explanations or comments by the Board on qualification, reservation or adverse remark or disclaimer on audits for financial year 2018-19

There are no qualifications, reservations or adverse remark or disclaimer on audits under section 139 and section 204 of Companies Act, 2013 except in one instance observation made in the Secretarial Audit Report relating to non-filing of Form MGT-14. The management has decided to file condonation of delay in this matter.

33 Reporting on Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Internal Complaints Committee constituted by your Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013 looks into the complaints of aggrieved women employees, if any, and is instrumental in:

• promoting gender equality and justice and the universally recognized human right to work with dignity

• prevention of sexual harassment of women at the workplace

There were 3 reported cases of sexual harassment in FY 2018-19, wherein lady officials had complained against harassment by the official in their Branch/Region. Action taken was prompt following investigation by the Internal Complaints Committee. Evidence was examined and the erring officials were heard. Where substance was found in the complaints, a Report was sent to HRD Department. Disciplinary action was initiated promptly based on the Report, against the officials concerned and disciplinary procedures were completed speedily.

34. Personnel

The Disclosure required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 (1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure 12.

35. Significant and material Orders passed by Regulators or Courts or Tribunals

There are no significant and material orders passed by the regulators or courts or tribunals, which would impact the going concern status of your Company and its future operations.

36. Material Changes and Commitments affecting the financial position of the Company between the end of the financial year to which Financial Statements relate and the date of the report

No material changes and commitments affecting the financial position of your Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

37. Directors' Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 with regard to Director's Responsibility Statement, Directors state that: —

(a) in the preparation of the annual accounts, the applicable Indian Accounting Standards had been followed . There are no material departures from applicable Indian Accounting Standards;

(b) the directors had 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 the company at the end of the financial year and of the profit of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

38. Disclosure pursuant to Part A of Schedule V of SEB1 LODR

Disclosure pursuant to Part A of Schedule V read with Regulation 34(3) and 53(f) of SEB1 is attached as Annexure 13 of this report.

39. Acknowledgement

Your Directors thank the Company's stakeholders in large including investors, customers, banks, financial institutions, rating agencies, debenture holders, debenture trustees and well-wishers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by the employees of your Company and its subsidiaries at all levels.

Your Company's consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board sincerely expresses its gratitude to Reserve Bank of India, Securities and Exchange Board of India and Ministry of Corporate Affairs for the guidance and support received from them including officials there at from time to time.

40. Forward Looking Statements

This Report(s) contains certain forward-looking statements within the provisions of Listing agreements and hence reasonable caution is to be exercised by stakeholders while relying on these statements.

For and on behalf of the Board of Directors

Sd/-

Sd/-

M.G. George Muthoot

George Alexander Muthoot

Chairman

Managing Director

Place: Kochi

 

Date: 12th August, 2019

 

Registered Office: 2nd Floor, Muthoot Chambers, Opposite Saritha Theatre Complex, Banerji Road, Kochi -682018

 

Annexure-1

MUTHOOT FINANCE LTD

 Policy for Distribution of Dividends

[Pursuant to Regulation 43A of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015]

The Policy for Distribution of Dividends shall come into effect from the date it is approved by the Board of Directors.

The Policy is being framed in compliance with the requirement stipulated under Regulation 43A of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) for distribution of dividends, based on the following parameters:

Objective

This Policy intents to create a framework for deciding distribution of profits created by the Company as dividend to its equity shareholders.

Timing of Dividend Declaration

The Board of Directors may declare one or more interim dividends any time during the financial year. The Board may recommend final dividend after approval of the audited financial statements by the Board and will be paid after approval of shareholders in the Annual General Meeting. Board will consider Financial and other parameters stated in the policy for declaring both interim dividend and also for recommending final dividend.

Financial Parameters to be Considered while Declaring Dividend

1. The Board of Directors may declare dividend after considering various financial parameters. Financial parameter will include but not limited to profit for the period, availability and need of liquidity in the Company, Capital to Risk Assets Ratio, Leverage ratio, Net Interest Margin , Operating Expenses Ratio , Return on Assets , requirement of maintaining reserves including statutory reserves prescribed by various regulators such as Debenture redemption reserve, fund requirement for future expansion etc.

2. Dividends shall generally be declared out of the Standalone Profit After Tax of the Company relating to the current financial year, subject to any other regulatory provisions that may be introduced from time to time. The consolidated performance will be not considered for declaration or recommendation of dividend.

3. The Board will generally endeavour to maintain an even dividend per share every year but this shall be subject to review by Board on various parameters including financial parameters at the time of declaration or recommendation of dividend.

Internal and External Factors to be Considered for Declaration of Dividend

The factors, internal and external, to be considered by the Board, for determining the declaration of dividend, will include the following:

a) Internal Factors

• Business growth

• Yield on Loans

• Cost of Borrowing

• Operating Expenses

• Quality of assets and NPA

• Profitability of the Company

• Asset-Liability Management Position

• Ability to raise or availability of Debt capital

• Future fund requirements in business

• Carried forward balance in P & L account

• Accumulated reserves

b) External Factors

• Macro-economic environment

• Overall retail credit growth in the economy.

• Liquidity position in the economy

• Performance and Outlook of the Gold Loan sector

• Monetary policy of Reserve Bank Of India

• Changes in government policies

• Regulatory changes

• Change in tax structure applicable on dividend both for the Company as well as Shareholders.

Circumstances Under Which The Shareholders Of The Company May Or May Not Expect Dividends

Shareholders of the Company may not expect declaration of dividend in below mentioned circumstances-

i) Expectation of growth opportunity in the existing business and capital is required to be conserved for meeting the growth

ii) In the event of an opportunity for acquisition and/or strategic investment in existing lines of business or new business where company may be required to allocate capital

iii) In the event of requirement of working capital in business

iv) In the event of inadequacy of cashflow available for distribution of dividend

v) In the event of absence or inadequacy of profits

Policy Guidelines on Utilization of the Retained Earnings

The retained earnings of the Company may be used, inter alia, for one or more of the following purposes:

i) Business Growth ;

ii) Capital expenditure;

iii) Working capital requirements;

iv) Acquisition of businesses/entities including new lines of business

v) Declaration of dividend vi) Buyback of shares

vii) Issue of Bonus Shares

viii) Investment in new lines of business

ix) Repayment of debt;

x) Meeting contingency plans; and

xi) Any other purpose as may be permitted by law

Parameters to be Adopted with Regard to Various Classes of Shares

Company has only one class of equity shares and hence there will be no differential treatment in dividend.

Review

The Board shall have right to modify or amend any or all of the clauses of this policy in accordance with the provisions of the applicable laws. In case of any change in applicable laws which make any of the clauses or provisions of this policy inconsistent with changes then such changes will prevail over this policy and policy shall deemed to be amended accordingly from the date of effect of change in applicable laws.

Disclosures

The Company shall make necessary disclosures in compliance with the provisions of the Listing Regulations, in particular disclosures required in Annual Report and website of the Company.

In case, Company proposes to declare dividend on the basis of parameters in addition those specified under this policy or proposes to change such additional parameters, it shall disclose such changes along with rationale for the same in its annual report and on its website.

Disclosure pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 as at March 31, 2019.

 

ESOP 2013- Tranche 1

ESOP 2013 -Tranche 2

ESOP 2013 -Tranche 3

Particulars

Loyalty

Grant A

Grant B

Loyalty

Grant A

Grant B

Grant A

1

Date of shareholder's approval

27.09.2013

27.09.2013

27.09.2013

27.09.2013

27.09.2013

27.09.2013

27.09.2013

2

Number of options granted

1,571,075

3,711,200

1,706,700

6,100

456,000

380,900

325,000

3

Exercise price (Rs.)

10/-

50/-

50/-

10/-

50/-

50/-

50/-

4

Source of shares

Primary

Primary

Primary

Primary

Primary

Primary

Primary

5

Vesting period

1 -2 years

1 -5 years

2-6 years

1 -2 years

1 -5 years

2-6 years

1 -5 years

6

Vesting requirements

In a graded manner over a 2 year period with 50% vesting at the end of 1 2 months from the date of grant and the remaining 50% of the grants vesting at the end of 24 months from the date of grant

In a graded manner over a 5 year period with 10%,15%,20%,25% and 30% of the grants vesting in each year commencing from the end of 12 months from the date of grant

In a graded manner over a 6 year period with 10%,15%,20%,25% and 30% of the grants vesting in each year commencing from the end of 24 months from the date of grant

In a graded manner over a 2 year period with 50% vesting at the end of 1 2 months from the date of grant and the remaining 50% of the grants vesting at the end of 24 months from the date of grant

In a graded manner over a 5 year period with 10%,15%,20%,25% and 30% of the grants vesting in each year commencing from the end of 12 months from the date of grant

In a graded manner over a 6 year period with 10%,15%,20%,25% and 30% of the grants vesting in each year commencing from the end of 24 months from the date of grant

In a graded manner over a 5 year period with 10%, 15%, 20%, 25% and 30% of the grants vesting in each year commencing from the end of 12 months from the date of grant

7

Options outstanding at the beginning of the year

17,662

438,600

136,395

-

159,865

48,200

223,750

8

Options granted during the year

-

-

-

-

-

 

 

9

Options exercised during the year

4,400

352,380

48,490

-

70,505

8,755

70,000

10

Number of shares arising as a result of

4,400

352,380

48,490

 

70,505

8,755

70,000

 

exercise of option

 

 

 

 

 

 

 

11

Options vested during the year

 

396,210

55,700

 

70,525

11,660

81,250

12

Forfeited/Lapsed during the year

13,262

39,170

25,945

 

2,150

8,870

-

13

Options outstanding at the end of the year

-

47,050

61,960

-

87,210

30,575

153,750

14

Options exercisable

-

47,050

8,530

-

5,640

5,715

56,250

15

Money realised by exercise of options (Rs

44,000/-

17,619,000/-

2,424,500/-

 

3,525,250/-

437, 750/-

3,500,000/-

 

Particulars

ESOP 2013 -Tranche 4

ESOP 2013 -Tranche 5

Loyalty

Grant A

Grant B

Loyalty

Grant A

Grant B

1

Date of shareholders approval

27.09.2013

27.09.2013

27.09.2013

27.09.2013

27.09.2013

27.09.2013

2

Number of options granted

8,150

390,400

728,300

1,150

248,200

342,900

3

Exercise price (?)

10/-

50/-

50/-

10/-

50/-

50/-

4

Source of shares

Primary

Primary

Primary

Primary

Primary

Primary

5

Vesting period

1 -2 years

1 -5 years

2-6 years

1 -2 years

1 -5 years

2-6 years

6

Vesting requirements

In a graded manner over a 2 year period with 50% vesting at the end of 12 months from the date of grant and the remaining 50% of the grants vesting at the end of 24 months from the date of grant

In a graded manner over a 5 year period with 10%,15%,20%, 25% and 30% of the grants vesting in each year commencing from the end of 12 months from the date of grant

In a graded manner over a 6 year period with 10%,15%,20%,25% and 30% of the grants vesting in each year commencing from the end of 24 months from the date of grant

In a graded manner over a 2 year period with 50% vesting at the end of 12 months from the date of grant and the remaining 50% of the grants vesting at the end of 24 months from the date of grant

In a graded manner over a 5 year period with 10%,15%,20%,25% and 30% of the grants vesting in each year commencing from the end of 12 months from the date of grant

In a graded manner over a 6 year period with )10%, 15%, 20%, 25% and 30% of the grants vesting in each year commencing from the end of 24 months from the date of grant

7

Options outstanding at the beginning of the year

4,087

254,220

330,300

1,150.00

226,100.00

231,000.00

8

Options granted during the year

-

-

-

-

 

 

9

Options exercised during the year

2,512

32,890

11,180

375

18,590

 

10

Number of shares arising as a result of exercise of option

2,512

32,890

11,180

375

18,590

 

11

Options vested during the year

3,262

41,145

33,030

575

22,610

-

12

Forfeited/Lapsed during the year

200

32,085

145,890

-

8,610

64,900

13

Options outstanding at the end of the year

1,375

189,245

173,230

775

198,900

166,100

14

Options exercisable

1,375

9,620

7,990

200

3,510

-

15

Money realised by exercise of options (?)

25,120/-

1 ,644,500/-

559,000.00

3,750.00

929,500.00

-

Annexure- 2

Other details are as under :-

16

Directors and Employees to whom options were granted during the year :-

 

 

 

 

i) Director(s) including Managing Director and Senior Managerial personnel

Nil

 

 

 

ii) Other employee who receives a grant in any one year of option amounting to 5% or more of option granted during the year

None

 

 

 

iii) Identified employees who were granted option during the year, equal to or exceeding 1% of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant

None

 

 

17

Variations of terms of Options

Nil

 

 

18

Diluted Earnings Per Share (EPS)

Rs.49.18/- per Share

 

 

19

i) Method of calculation of employee compensation cost

Fair value method

 

 

 

ii) Difference between the employee compensation and cost so computed at i) above and the employee compensation cost that shall have been recognised if it had used the fair value of the options

Not Applicable

 

 

 

iii) The impact of this difference on profits and on EPS of the company

Not Applicable

 

 

20

Weighted Average exercise price of options whose:-

Loyalty

Grant A

Grant B

 

i) Exercise price either equals market price (?) or

Nil

Nil

Nil

 

ii) Exercise price greater than market price (?) or

Nil

Nil

Nil

 

iii) Exercise price less than market price (?)

10/-

50/-

50/-

21

Weighted Average fair price of options whose:-

Loyalty

Grant A

Grant B

 

i) Exercise price either equals market price (?) or

Nil

Nil

Nil

 

ii) Exercise price greater than market price (?) or

Nil

Nil

Nil

 

iii) Exercise price less than market price (?)

 

 

 

 

Tranche 1

100.33/-

70.95/-

71.20/-

 

Tranche 2

164.23/-

128.48/-

126.92/-

 

Tranche 3

NA

159.37/-

NA

 

Tranche 4

259.93/-

220.05/-

217.46/-

 

Tranche 5

449.68/-

409.38/-

406.32/-

Impact of fair value method on net profit and on EPS :-

Particulars

As at 31.03.2019

Net Profit as reported (Rs. In lacs)

197,285.88

Proforma Net Profit based on fair value approach (Rs. In lacs)

197,285.88

Basic EPS as reported (?)

49.27/- per Share

Basic EPS ( Proforma) (Rs)

49.27/- per Share

Diluted EPS as reported (?)

49.18/-per Share

Diluted EPS ( Proforma) (Rs.)

49.18/- per Share

In computing the above information, certain estimates and assumptions have been made by the management which has been relied upon by the auditors.

22 Description of the method and significant assumptions used to estimate fair value: -

The Securities Exchange Board of India (SEB1) has prescribed two methods to account for employee stock options; (1)the intrinsic value method; (2) the fair value method. The company adopts the fair value method to account for the stock options it grants to the employees. Intrinsic value is the amount, by which the quoted closing market price of the underlying shares as on the date of grant exceeds the exercise price of the option. The fair value of the option is estimated on the date of grant using Black Scholes options pricing model with following assumptions:-

 

Year ended 31-03-2019

Particulars

ESOP 2013- Tranche 1

ESOP 2013 -Tranche 2

ESOP 2013-Tranche 3

 

Loyalty option

Grant A

Grant B

Loyalty option

Grant A

Grant B

Grant A

i) Exercise Price per share (?)

10/-

50/-

50/-

10/-

50/-

50/-

50/-

ii) Vesting Period (Years)

1-2

1-5

2-6

1-2

1-5

2-6

1-5

iii) Price of Share in market at the time of Grant of options (?)

117.30/-

117.30/-

117.30/-

184.30/-

184.30/-

184.30/-

219.05

iv) Weighted Average fair price of options (?)

100.33/-

70.95/-

71.20/-

164.23/-

128.48/-

126.92/-

159.37/-

v) Expected Volatility (%)

57.68

57.68

57.68

53.96

53.96

53.96

34.5

vi) Expected Life of the options granted ( years )

1.5-2.5

1.5-5.5

2.5-6.5

1.5-2.5

1.5-5.5

2.5-6.5

1.5-5.5

vii) Weighted Average Contractual Life of the options granted ( years )

2

4

5

2

4

5

4

viii) Average Risk Eree Interest rate (% p.a )

8.4-8.45

8.4-8.8

8.4-8.95

8.32-8.35

8.26-8.35

8.24-8.32

7.45-7.60

ix) Expected Dividend Yield (%)

3.84

3.84

3.84

3.26

3.26

3.26

2.74

 

 

 

 

Year ended 31-03-2019

Particulars

 

ESOP 2013 -Tranche 4

ESOP 2013

- Tranche 5

 

 

Loyalty option

Grant A

Grant B

Loyalty option

Grant A

Grant B

i) Exercise Price per share (?)

 

10/-

50/-

50/-

10/-

50/-

50/-

ii) Vesting Period (Years)

 

1-2

1-5

2-6

1-2

1-5

2-6

iii) Price of Share in market at the time of Grant of options (?)

 

280.35/-

280.35/-

280.35/-

473/-

473/-

473/-

iv) Weighted Average fair price of options (?)

 

259.93/-

220.05/-

217.46/-

449.68/-

409.38/-

406.32/-

v) Expected Volatility (%)

 

36.98

36.98

36.98

40.24

40.24

40.24

vi) Expected Life of the options granted ( years )

 

1.5-2.5

1.5-5.5

2.5-6.5

1.5-2.5

1.5-5.5

2.5-6.5

vii) Weighted Average Contractual Life of the options granted (years)

 

2

4

5

2

5

6

viii) Average Risk Eree Interest rate (% p.a )

 

6.91-7.08

6.91-7.41

7.08-7.47

6.16-6.27

6.16-6.59

6.27-6.67

ix) Expected Dividend Yield (%)

 

2.14

2.14

2.14

1.27

1.27

1.27

Annexure- 3

FORM NO. MGT 9

Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Company (Management and Administration ) Rules, 2014.

Extract of Annual Return as on the Financial Year ended on 31st March, 2019

1

Registration and other Details:

 

i

C1N :

L65910KL1997PLC011300

ii

Registration Date :

14/03/1997

iii

Name of the Company :

MUTHOOT FINANCE LIMITED

iv

Category/ Sub-Category of the Company :

Company Limited by Shares/ Non-govt company

V

Address of the Registered office & contact details

 

 

Address :

2nd Floor, Muthoot Chambers, Opposite Saritha Theatre Complex, Banerji Road

 

Town / City :

Ernakulam -682018

 

State :

Kerala

 

Country Name :

India

 

Telephone (with STD Code) :

0484-2394712

 

Fax Number :

0484 2396506

 

Email Address :

cs@miithootgroup.com

 

Website, if any:

www.muthootfinance.com

vi

Whether listed company:

Yes

vii

Name and Address of Registrar & Transfer Agents ( RTA ):-

 

 

Name of RTA:

LINK INTIME INDIA PRIVATE LIMITED

 

Address :

Surya 35, Mayflower Avenue, Behind Senthil Nagar, Sowripalayam Road

 

Town /City :

Coimbatore

 

State :

Tamil Nadu

 

Pin Code:

641028

 

Telephone :

0422 2314792

 

Fax Number :

0422 2314792

 

Email Address :

coimhatore@linkintime.co.in

11. Principal Business Activity of the Company

All the business activities contributing 10 % or more of the total turnover of the company shall be stated :-

SI.No.

Name and Description of main products / services

NIC Code of the Product / service

% to total turnover of the company

1

Loan (Financing) against collateral of Gold Jewellery

64-649

97.32%

111. Particulars of Holding, Subsidiary and Associate Companies -

No. of Companies for which information is being filled 7

SI.No.

NAME AND ADDRESS OF THE COMPANY

C1N/GLN

Holding/ Subsidiary / Associate

% of shares held

Applicable Section

1

ASIA ASSET FINANCE PLC No.76/1, Dharmapala Mawatha, Colombo 03, Sri Lanka

NA

FOREIGN SUBSIDIARY

69.1 7%

Section 2(87)

2

MUTHOOT HOMEF1N (INDIA) LIMITED, Muthoot Chambers, Kurians Tower, Banerji Road, Ernakulam, Kerala -682018, India

U65922KL2011PLC029231

SUBSIDIARY

100%

Section 2(87)

3

MUTHOOT INSURANCE BROKERS PRIVATE LIMITED, 3rd Floor, Muthoot Chambers, Kurians Tower, Banerji Road, Ernakulam, Kerala - 682018, India

U67200KL2002PTC015200

SUBSIDIARY

100%

Section 2(87)

4

MUTHOOT MONEY LIMITED, 41 4108 A 18 OPP Saritha Theatre Banerji Road, Ernakulam Kerala- 682018, India

U65910KL1994PTC008454

SUBSIDIARY

100%

Section 2(87)

5

MUTHOOT TRUSTEE PRIVATE LIMITED 206, 2ND FLOOR, SABAR1 SAMR1DDH1, MA1TR1 PARK, ST. BUS STAND, S T ROAD, CHEMBUR, MUMBA1, Mumbai City MH 400071 India

U67100MH2019PTC320254

SUBSIDIARY

100%

Section 2(87)

6

MUTHOOT ASSET MANAGEMENT PRIVATE LIMITED 206, 2ND FLOOR, SABAR1 SAMR1DDH1, MA1TR1 PARK, ST. BUS STAND, S T ROAD, CHEMBUR, MUMBAI, Mumbai City MH 400071 India.

U65990MH2019PTC319547

SUBSIDIARY

100%

Section 2(87)

7

BELSTAR INVESTMENT AND FINANCE PRIVATE LIMITED, New No. 33, Old No. 14, 48th Street, 9th Avenue, Ashok Nagar, Chennai, Tamil Nadu - 600083, India

U06599TN1988PTC081652

SUBSIDIARY

70.01%

Section 2(87)

IV. Share Holding Pattern (Equity Share Capital Breakup as percentage of Total Equity)

i. Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat

Physical

Total

% of Total Shares

Denial

Physical

Total

% of Tolal Shares

A. Promoters

(1) Indian

 

 

 

 

 

 

 

 

 

a) Individual/ HUF

294463872

0

294463872

73.608%

294463872

0

294463872

73.494%

-0.114%

b) Central Govt

0

0

0

0.000%

0

0

0

0.000%

0.000%

c) State Govt(s)

0

0

0

0.000%

0

0

0

0.000%

0.000%

d) Bodies Corp.

0

0

0

0.000%

0

0

0

0.000%

0.000%

e) Banks / Fl

0

0

0

0.000%

0

0

0

0.000%

0.000%

f) Any other

0

0

0

0.000%

0

0

0

0.000%

0.000%

Sub Total (A)(1)

294463872

0

294463872

73.608%

294463872

0

294463872

73.494%

-0.114%

(2) Foreign

 

 

 

 

 

 

 

 

 

a) NRl - Individual

0

0

0

0.000%

0

0

0

0.000%

0.000%

b) Other - Individual

0

0

0

0.000%

0

0

0

0.000%

0.000%

c) Bodies Corp.

0

0

0

0.000%

0

0

0

0.000%

0.000%

d) Banks / Fl

0

0

0

0.000%

0

0

0

0.000%

0.000%

e) Any Others

0

0

0

0.000%

0

0

0

0.000%

0.000%

Sub Total (A)(2)

0

0

0

0.000%

0

0

0

0.000%

0.000%

Total shareholding of Promoter (A) = (A) (1) + (A) (2)

294463872

0

294463872

73.608%

294463872

0.00

294463872

73.494%

-0.114%

Annexure- 3

Category of Shareholders

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

% Change during the year

Demat

Physical

Total

% of Total Shares

Demat

Physical

Total

% of Total Shares

B. Public Shareholding

 

 

 

 

 

 

 

 

 

1. Institutions

 

 

 

 

 

 

 

 

 

a) Mutual Funds

41549925

0

41549925

10.386%

37473648

0

37473648

9.353%

-1.033%

b) Banks / Fl

35206

0

35206

0.009%

61169

0

61169

0.015%

0.006%

c) Centra] Govt

400546

0

400546

0.100%

0

0

0

0.000%

-0.100%

d) State Govt(s)

0

0

0

0.000%

0

0

0

0.000%

0.000%

e) Venture Capita] Funds

0

0

0

0.000%

0

0

0

0.000%

0.000%

f) Insurance Companies

0

0

0

0.000%

0

0

0

0.000%

0.000%

g) Foreign institutional Investors/ Foreign Portfolio Investor/ Foreign Companies

44395155

0

44395155

11.098%

49496330

0

49496330

12.354%

1.256%

h) Foreign Venture Capital Funds

0

0

0

0.000%

0

0

0

0.000%

0.000%

i) Others (specify)

0

0

0

0.000%

0

0

0

0.000%

0.000%

i) Alternate Investment Funds

1661809

0

1661809

0.415%

1825339

0

1825339

0.456%

0.041%

Sub-total (B)(1)

88042641

0

88042641

22.008%

88856486

0

88856486

22.178%

0.170%

2. Non-Institutions

 

 

 

 

 

 

 

 

 

a) Bodies Corp.

 

 

 

 

 

 

 

 

 

i) Indian

2900759

0

2900759

0.725%

2776719

0

2776719

0.693%

-0.032%

ii) Overseas

0

0

0

0.000%

0

0

0

0.000%

0.000%

b) Individuals

 

 

 

 

 

 

 

 

 

i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

8183412

142

8183554

2.046%

7366530

142

7366672

1.839%

-0.207%

ii) Individual shareholders holding nominal share capital in excess of Rs. 1 lakh

4944584

0

4944584

1.236%

5449784

0

5449784

1.360%

0.124%

c) Others (specify)

 

 

 

 

 

 

 

 

 

i) Trusts

27555

0

27555

0.007%

25220

0

25220

0.006%

-0.001%

iii) Non Resident Indians (Non Repat)

253733

0

253733

0.063%

281741

0

281741

0.070%

0.007%

iv) Non Resident Indians (Repat)

379209

0

379209

0.095%

330839

0

330839

0.083%

-0.012%

v) Clearing Member

513116

0

513116

0.128%

898764

0

898764

0.224%

0.096%

vi) Hindu Undivided Family

328174

0

328174

0.082%

207896

0

207896

0.052%

-0.030%

vii) Foreign Nationals

4042

0

4042

0.001%

3323

0

3323

0.001%

0.000%

viii) Foreign Portfolio Investor (Individual)

0

0

0

0.000%

0

0

0

0.000%

0.000%

ix) Foreign Companies

0

0

0

0.000%

0

0

0

0.000%

0.000%

Sub-total (B)(2)

17534584

142

17534726

4.383%

17340816

142

17340958

4.328%

-0.055%

Total Public Shareholding

(B)=(B)(1) + (B)(2)

105577225

142

105577367

26.391%

106197302

142

106197444

26.506%

0.115%

 

 

 

 

 

 

 

 

 

 

C. Shares held by Custodian for GDRs & ADRs

0

0

0

0.000%

0.00

0

0

0.000%

0.000%

Grand Total (A+B+C)

400041097

142

400041239

100%

400661174

142

400661316

100%

-

ii Shareholding of Promoters

 

 

Shareholding at the beginning of the year 01.04.2018

Share holding at the end of the year 31.03.2019

% change in share holding during the year

SINo.

Shareholder's Name

No. of Shares

% of total Shares of the company

% of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the company

% of Shares Pledged / encumbered to total shares

1

M G George Muthoot

46551632

11.637%

0.000%

46551632

11.619%

0

-0.018%

2

George Alexander Muthoot

43630900

10.907%

0.000%

43630900

10.890%

0

-0.017%

3

George Jacob Muthoot

43630900

10.907%

0.000%

43630900

10.890%

0

-0.017%

4

George Thomas Muthoot

43630900

10.907%

0.000%

43630900

10.890%

0

-0.017%

 

TOTAL

177444332

44.358%

0.000%

177444332

44.289%

0

-0.069%

iii Change in Promoters' Shareholding

There are no changes in the Promoters' shareholding during the Financial Year 2018-19. The percentage change in the Promoters holding as on 31/03/2019 is due to increase in the paid up share capital of the Company.

iv Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

 

Shareholding at the beginning of the year

 

Increase/ Decrease in shareholding

 

Cumulative Shareholding during of the year

Sl. No. Shareholder's Name

No. of shares at beginning of year

% of total shares of the company at beginning of year

Date

Reason

No. of shares

% of total shares of the company

1 RELIANCE CAPITAL TRUSTEE COMPANY LIMITED A/C RELIANCE GROWTH FUND

11950677

2.9827

01 Apr 2018

 

 

11950677

2.9827

 

 

06 Apr 2018

(12)

 

11950665

2.9827

 

 

20 Apr 2018

(8)

 

11950657

2.9827

 

 

 

27 Apr 2018

9000

 

11959657

2.9850

 

 

 

04 May 2018

(9000)

 

11950657

2.9827

 

 

 

11 May 2018

139457

 

12090114

3.0175

 

 

 

18 May 2018

55730

 

12145844

3.0314

 

 

 

25 May 2018

32025

 

12177869

3.0394

 

 

 

01 Jun 2018

63338

 

12241207

3.0553

 

 

 

08 Jun 2018

265571

 

12506778

3.1215

 

 

 

15 Jun 2018

765025

 

13271803

3.3125

 

 

 

22 Jun 2018

(98100)

 

13173703

3.2880

 

 

 

30 Jun 2018

(350723)

 

12822980

3.2005

 

 

 

06 Jul 2018

(29252)

 

12793728

3.1932

 

 

 

13 Jul 2018

14485

 

12808213

3.1968

 

 

 

20 Jul 2018

6820

 

12815033

3.1985

 

 

 

27 Jul 2018

17300

 

12832333

3.2028

 

 

 

03 Aug 2018

3930

 

12836263

3.2038

 

 

 

10 Aug 2018

4754

 

12841017

3.2050

 

 

 

17 Aug 2018

12600

 

12853617

3.2081

 

 

 

31 Aug 2018

(10244)

 

12843373

3.2055

 

 

 

07 Sep 2018

(380200)

 

12463173

3.1107

 

 

 

14 Sep 2018

(405093)

 

12058080

3.0095

 

 

 

21 Sep 2018

(460)

 

12057620

3.0094

 

 

 

29 Sep 2018

(1)

 

12057619

3.0094

 

 

 

05 Oct 2018

239404

 

12297023

3.0692

 

 

 

12 Oct 2018

150293

 

12447316

3.1067

 

 

 

26 Oct 2018

222700

 

12670016

3.1623

 

 

 

02 Nov 2018

1

 

12670017

3.1623

 

 

 

09 Nov 2018

(100000)

 

12570017

3.1373

 

 

 

16 Nov 2018

(23200)

 

12546817

3.1315

 

 

 

23 Nov 2018

(100000)

 

12446817

3.1066

 

 

 

30 Nov 2018

(109839)

 

12336978

3.0792

 

 

 

14 Dec 2018

(1376500)

 

10960478

2.7356

Annexure- 3

 

 

Shareholding at the beginning of the year

 

Increase/ Decrease in shareholding

 

Cumulative Shareholding during of the year

SI. No.

Shareholder's Name

No. of shares at beginning of year

% of total shares of the company at beginning of year

Date

Reason

No. of shares

% of total shares of the company

 

 

 

 

21 Dec 2018

(1550000)

 

9410478

2.3487

 

 

 

 

28 Dec 2018

(331465)

 

9079013

2.2660

 

 

 

 

31 Dec 2018

(200000)

 

8879013

2.2161

 

 

 

 

04 Ian 2019

(126000)

 

8753013

2.1846

 

 

 

 

11 Ian 2019

(983000)

 

7770013

1.9393

 

 

 

 

18 Ian 2019

(7500)

 

7762513

1.9374

 

 

 

 

25 Ian 2019

(188000)

 

7574513

1.8905

 

 

 

 

01 Feb 2019

(718364)

 

6856149

1.7112

 

 

 

 

08 Feb 2019

750716

 

7606865

1.8986

 

 

 

 

15 Feb 2019

(296717)

 

7310148

1.8245

 

 

 

 

01 Mar 2019

(418362)

 

6891786

1.7201

 

 

 

 

08 Mar 2019

4944

 

6896730

1.7213

 

 

 

 

15 Mar 2019

(274063)

 

6622667

1.6529

 

 

 

 

22 Mar 2019

(199750)

 

6422917

1.6031

 

 

 

 

29 Mar 2019

(224102)

 

6198815

1.5471

 

 

 

 

 

 

 

12282189

3.0702

 

 

 

 

 

 

 

11950689

2.9874

 

 

 

 

 

 

 

11950677

2.9874

 

Shareholding at the end of the year

 

 

31 Mar 2019

 

 

11950677

2.9874

2

ICICI PRUDENTIAL BALANCED ADVANTAGE FUND

7372977

1.8402

01 Apr 2018

 

 

7372977

1.8402

 

 

 

11 May 2018

176

 

7373153

1.8402

 

 

 

25 May 2018

253811

 

7626964

1.9036

 

 

 

08 Iun 2018

23287

 

7650251

1.9094

 

 

 

15 Iun 2018

898692

 

8548943

2.1337

 

 

 

 

22 Jun 2018

445558

 

8994501

2.2449

 

 

 

 

30 Jun 2018

477158

 

9471659

2.3640

 

 

 

 

06 Jul 2018

26156

 

9497815

2.3705

 

 

 

 

13 Jul 2018

(127357)

 

9370458

2.3387

 

 

 

 

20 Jul 2018

60000

 

9430458

2.3537

 

 

 

 

27 Jul 2018

117627

 

9548085

2.3831

 

 

 

 

03 Aug 2018

(835283)

 

8712802

2.1746

 

 

 

 

07 Sep 2018

(656396)

 

8056406

2.0108

 

 

 

 

21 Sep 2018

(308886)

 

7747520

1.9337

 

 

 

 

29 Sep 2018

(1)

 

7747519

1.9337

 

 

 

 

05 Oct 2018

(120419)

 

7627100

1.9036

 

 

 

 

12 Oct 2018

(1104205)

 

6522895

1.6280

 

 

 

 

19 Oct 2018

(268922)

 

6253973

1.5609

 

 

 

 

26 Oct 2018

(62590)

 

6191383

1.5453

 

 

 

 

02 Nov 2018

(52962)

Transfer

6138421

1.5321

 

 

 

 

23 Nov 2018

(3160)

 

6135261

1.5313

 

 

 

 

30 Nov 2018

(57000)

 

6078261

1.5171

 

 

 

 

14 Dec 2018

(147680)

 

5930581

1.4802

 

 

 

 

21 Dec 2018

(67124)

 

5863457

1.4634

 

 

 

 

31 Dec 2018

(254237)

 

5609220

1.4000

 

 

 

 

04 Ian 2019

(40254)

 

5568966

1.3899

 

 

 

 

11 Ian 2019

(69836)

 

5499130

1.3725

 

 

 

 

18 Ian 2019

(123319)

 

5375811

1.3417

 

 

 

 

25 Ian 2019

(215742)

 

5160069

1.2879

 

 

 

 

01 Feb 2019

(186289)

 

4973780

1.2414

 

 

 

 

08 Feb 2019

(52942)

 

4920838

1.2282

 

 

 

 

15 Feb 2019

(105663)

 

4815175

1.2018

 

 

 

 

01 Mar 2019

(88531)

 

4726644

1.1797

 

 

 

 

08 Mar 2019

(219324)

 

4507320

1.1250

 

 

 

 

15 Mar 2019

(524694)

 

3982626

0.9940

 

 

 

 

22 Mar 2019

(100241)

 

3882385

0.9690

 

 

 

 

29 Mar 2019

(996627)

 

2885758

0.7202

 

Shareholding at the end of the year

 

 

31 Mar 2019

 

 

2885758

0.7202

 

 

 

Shareholding at the beginning of the year

Increase/ Decrease in shareholding

 

Cumulative Shareholding during of the year

SI. No.

Shareholder's Name

No. of shares at beginning of year

% of total shares of the company at beginning of year

Date

Reason

No. of shares

% of total shares of the company

3

ADITYA BIRLA SUN LIFE TRUSTEE PRIVATE LIMITED A/C ADITYA BIRLA SUN LIFE FRONTLINE EQUITY FUND

6346274

1.5839

01 Apr 2018

 

 

6346274

1.5839

 

 

18 May 2018

(213000)

 

6133274

1.5308

 

 

25 May 2018

(363400)

 

5769874

1.4401

 

 

08 Jun 2018

45000

 

5814874

1.4513

 

 

06 Jul 2018

(12000)

 

5802874

1.4483

 

 

20 Jul 2018

(6000)

 

5796874

1.4468

 

 

07 Sep 2018

(989589)

 

4807285

1.1998

 

 

14 Sep 2018

(172000)

Transfer

4635285

1.1569

 

 

29 Sep 2018

(325000)

 

4310285

1.0758

 

 

05 Oct 2018

(90000)

 

4220285

1.0533

 

 

01 Mar 2019

(56000)

 

4164285

1.0394

 

 

08 Mar 2019

(74000)

 

4090285

1.0209

 

 

15 Mar 2019

(130000)

 

3960285

0.9884

 

 

22 Mar 2019

(181000)

 

3779285

0.9433

 

Shareholding at the end of the year

 

 

31 Mar 2019

 

 

3779285

0.9433

4

SBI EQUITY HYBRID FUND

5637048

1.4069

 

 

 

5637048

1.4069

 

 

06 Apr 2018

235980

 

5873028

1.4658

 

 

13 Apr 2018

22270

 

5895298

1.4714

 

 

27 Apr 2018

146516

 

6041814

1.5080

 

 

04 May 2018

26250

 

6068064

1.5145

 

 

25 May 2018

(66718)

 

6001346

1.4979

 

 

15 Iun 2018

876

 

6002222

1.4981

 

 

22 Iun 2018

1400

 

6003622

1.4984

 

 

30 Jun 2018

2436908

 

8440530

2.1066

 

 

06 Jul 2018

346300

 

8786830

2.1931

 

 

20 Jul 2018

1172348

 

9959178

2.4857

 

 

27 Jul 2018

151620

 

10110798

2.5235

 

 

03 Aug 2018

1223698

 

11334496

2.8289

 

 

07 Sep 2018

54000

 

11388496

2.8424

 

 

05 Oct 2018

(154500)

 

11233996

2.8039

 

 

12 Oct 2018

(411000)

 

10822996

2.7013

 

 

19 Oct 2018

(54000)

Transfer

10768996

2.6878

 

 

26 Oct 2018

(161431)

 

10607565

2.6475

 

 

02 Nov 2018

(412569)

 

10194996

2.5445

 

 

09 Nov 2018

(12000)

 

10182996

2.5415

 

 

16 Nov 2018

(102629)

 

10080367

2.5159

 

 

23 Nov 2018

(454847)

 

9625520

2.4024

 

 

30 Nov 2018

165966

 

9791486

2.4438

 

 

07 Dec 2018

64500

 

9855986

2.4599

 

 

21 Dec 2018

(70000)

 

9785986

2.4425

 

 

04 Jan 2019

56000

 

9841986

2.4564

 

 

11 Ian 2019

(6000)

 

9835986

2.4549

 

 

18 Ian 2019

(69000)

 

9766986

2.4377

 

 

25 Ian 2019

154000

 

9920986

2.4762

 

 

01 Feb 2019

6510

 

9927496

2.4778

 

 

08 Mar 2019

(700)

 

9926796

2.4776

 

 

29 Mar 2019

(332000)

 

9594796

2.3947

 

Shareholding at the end of the year

 

 

31 Mar 2019

 

 

9594796

2.3947

Annexure- 3

SI.

No. Shareholder's Name

Shareholding at the beginning of the year

 

Increase/ Decrease in shareholding

 

Cumulative Shareholding during of the year

No. of shares at beginning of year

% of total shares of the company at beginning of year

Date

Reason

No. of shares

% of total shares of the company

5

TATA MUTUAL FUND-TATA EQUITY P/E FUND

4311600

1.0761

01 Apr 2017

 

 

4311600

1.0761

 

 

06 Apr 2018

155000

 

4466600

1.1148

 

 

13 Apr 2018

35000

 

4501600

1.1235

 

 

27 Apr 2018

59500

 

4561100

1.1384

 

 

04 May 2018

(25000)

 

4536100

1.1322

 

 

11 May 2018

35000

 

4571100

1.1409

 

 

18 May 2018

96000

 

4667100

1.1648

 

 

01 Jun 2018

225000

 

4892100

1.2210

 

 

08 Jun 2018

(200000)

 

4692100

1.1711

 

 

22 Jun 2018

15000

 

4707100

1.1748

 

 

30 Jun 2018

100000

 

4807100

1.1998

 

 

03 Aug 2018

(25000)

 

4782100

1.1936

 

 

31 Aug 2018

(6500)

 

4775600

1.1919

 

 

07 Sep 2018

(15000)

 

4760600

1.1882

 

 

21 Sep 2018

170000

 

4930600

1.2306

 

 

05 Oct 2018

100000

 

5030600

1.2556

 

 

26 Oct 2018

(24000)

 

5006600

1.2496

 

 

02 Nov 2018

24000

 

5030600

1.2556

 

 

14 Dec 2018

200000

 

5230600

1.3055

 

 

21 Dec 2018

100000

 

5330600

1.3305

 

 

04 Jan 2019

(11500)

 

5319100

1.3276

 

 

18 Ian 2019

(55000)

 

5264100

1.3139

 

 

15 Feb 2019

100000

 

5364100

1.3388

 

 

22 Mar 2019

(101900)

 

5262200

1.3134

 

Shareholding at the end of the year

 

 

31 Mar 2019

 

 

5262200

1.3134

6

GOLDMAN SACHS INDIA LIMITED

4291130

1.0710

01 Apr 2018

 

 

4291130

1.0710

 

 

22 Jun 2018

(45772)

 

4245358

1.0596

 

 

30 Jun 2018

(2417622)

Transfer

1827736

0.4562

 

 

18 Ian 2019

(303409)

 

1524327

0.3805

 

Shareholding at the end of the year

 

 

31 Mar 2019

 

 

1524327

0.3805

7

ACACIA

INSTITUTIONAL PARTNERS, LP

3360000

0.8386

01 Apr 2018

 

 

3360000

0.8386

 

Shareholding at the end of the year

 

 

31 Mar 2019

 

 

3360000

0.8386

8

ACACIA PARTNERS, LP

2852000

0.7118

01 Apr 2018

 

 

2852000

0.7118

 

Shareholding at the end of the year

 

 

31 Mar 2019

 

 

2852000

0.7118

9

L AND T MUTUAL FUND TRUSTEE LTD-L AND T INDIA VALUE FUND

2778404

0.6935

01 Apr 2018

 

 

2778404

0.6935

 

 

04 May 2018

30826

 

2809230

0.7011

 

 

15 Jun 2018

(777500)

 

2031730

0.5071

 

 

27 Jul 2018

69000

 

2100730

0.5243

 

 

10 Aug 2018

45000

Transfer

2145730

0.5355

 

 

14 Sep 2018

(344830)

 

1800900

0.4495

 

 

29 Sep 2018

(114000)

 

1686900

0.4210

 

 

07 Dec 2018

(437400)

 

1249500

0.3119

 

Shareholding at the end of the year

 

 

31 Mar 2019

 

 

1249500

0.3119

10

ACACIA CONSERVATION FUND LP

2400000

0.5999

01 Apr 2018

 

 

2400000

0.5999

 

Shareholding at the end of the year

 

 

31 Mar 2019

 

 

2400000

0.5999

 

 

 

Shareholding at the beginning of the year

 

Increase/ Decrease in shareholding

 

Cumulative Shareholding during of the year

SI. No.

Shareholder's Name

No. of shares at beginning of year

% of total shares of the company at beginning of year

Date

Reason

No. of shares

% of total shares of the company

11

UTI -MID CAP FUND

1351713

0.3374

01 Apr 2018

 

 

1351713

0.3374

 

 

06 Apr 2018

135354

 

1487067

0.3712

 

 

13 Apr 2018

8547

 

1495614

0.3733

 

 

27 Apr 2018

11500

 

1507114

0.3762

 

 

25 May 2018

100000

 

1607114

0.4011

 

 

08 Jun 2018

225000

 

1832114

0.4573

 

 

15 Jun 2018

25000

 

1857114

0.4635

 

 

20 Jul 2018

(10000)

 

1847114

0.4610

 

 

27 Jul 2018

49500

 

1896614

0.4734

 

 

17 Aug 2018

5077

 

1901691

0.4746

 

 

24 Aug 2018

(171854)

 

1729837

0.4317

 

 

31 Aug 2018

(22500)

 

1707337

0.4261

 

 

07 Sep 2018

(47000)

 

1660337

0.4144

 

 

14 Sep 2018

79896

 

1740233

0.4343

 

 

29 Sep 2018

598500

Transfer

2338733

0.5837

 

 

05 Oct 2018

374605

 

2713338

0.6772

 

 

19 Oct 2018

14176

 

2727514

0.6808

 

 

26 Oct 2018

215683

 

2943197

0.7346

 

 

02 Nov 2018

7000

 

2950197

0.7363

 

 

16 Nov 2018

12073

 

2962270

0.7393

 

 

30 Nov 2018

186822

 

3149092

0.7860

 

 

14 Dec 2018

148498

 

3297590

0.8230

 

 

21 Dec 2018

(5000)

 

3292590

0.8218

 

 

28 Dec 2018

200000

 

3492590

0.8717

 

 

18 Ian 2019

(2500)

 

3490090

0.8711

 

 

01 Mar 2019

77500

 

3567590

0.8904

 

 

08 Mar 2019

77873

 

3645463

0.9099

 

 

15 Mar 2019

(30000)

 

3615463

0.9024

 

Shareholding at the end of the year

 

 

31 Mar 2019

 

 

3615463

0.9024

12

MIRAE ASSET EMERGING BLUECHIP FUND

0

0.0000

01 Apr 2018

 

 

0

0.0000

 

 

21 Dec 2018

649791

 

649791

0.1622

 

 

28 Dec 2018

710000

 

1359791

0.3394

 

 

04 Jan 2019

162054

 

1521845

0.3798

 

 

11 Ian 2019

250078

 

1771923

0.4422

 

 

18 Ian 2019

100000

Transfer

1871923

0.4672

 

 

25 Ian 2019

117405

1989328

0.4965

 

 

01 Feb 2019

65000

 

2054328

0.5127

 

 

08 Feb 2019

100000

 

2154328

0.5377

 

 

15 Feb 2019

270000

 

2424328

0.6051

 

 

01 Mar 2019

(185000)

 

2239328

0.5589

 

Shareholding at the end of the year

 

 

31 Mar 2019

 

 

2239328

0.5589

v Shareholding of Directors and Key Managerial Personnel:

 

 

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Shareholding at the end of the year *

SI. No.

Name of director/Key Managerial Personnel (KMP)

No. of shares

% of total shares of the company

No. of shares

% of total shares of the Company

No. of shares

% of total shares of the Company

 

A. DIRECTORS

 

 

 

 

 

1

M G George Muthoot Chairman & Whole time Director

46551632

11.637%

-

-

46551632

11.619%

2

George Alexander Muthoot Managing Director

43630900

10.907%

-

-

43630900

10.890%

3

George Jacob Muthoot Whole Time Director

43630900

10.907%

-

 

43630900

10.890%

4

George Thomas Muthoot Whole Time Director

43630900

10.907%

-

 

43630900

10.890%

5

Alexander M George Whole Time Director

6772500

1.693%

-

-

6772500

1.690%

6

George Joseph Independent Director

1134

0.000%

 

 

1134

0.000%

7

John K Paul Independent Director

-

 

-

 

-

 

8

K George John Independent Director

-

-

-

-

-

-

9

Jose Mathew Independent Director

-

-

-

-

-

-

10

Pamela Anna Mathew Independent Director

-

 

-

 

-

 

11

Jacob Benjamin Koshy Independent Director

-

 

-

 

-

 

 

B. KEY MANAGERIAL PERSON

 

 

 

 

 

1

Oommen K Mammen Chief Financial Officer

18734

0.005%

 

 

 

 

 

Increase of 20000 shares by way of ESOP Allotment on 15/05/2018

-

 

38734

0.010%

 

 

 

Increase of 14281 shares by way of market purchase on 10/07/2018 to 12/07/2018

-

 

53015

0.013%

-

 

Increase of 2000 shares by way of market purchase on 13/07/2018

-

-

55015

0.014%

 

 

 

Increase of 2400 shares by way of ESOP Allotment 18/12/2018

-

-

57415

0.014%

57415

0.014%

2

Maxin James Company Secretary

-

 

-

 

-

 

 

Increase of 670 shares by way of ESOP Allotment on 19/09/2018

-

 

670

0.00%

-

 

 

Decrease of 400 shared by way of market sale on 27/09/2018

-

-

(450)

0.00%

-

-

 

Decrease of 270 shared by way of market sale on 09/10/2018

-

-

(270)

0.00%

-

-

*The percentage change in the Promoters holding as on 31/03/2019 is due to increase in the paid up share capital of the Company.

V Indebtedness

Indebtedness of the Company including interest outstanding/accrued but not due for payment

VI. Remuneration of Directors and key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

in Millions)

 

Secured Loans excluding deposits

Unsecured Loans

Deposits

Total Indebtedness

Indebtedness at the beginning of the financial year

 

 

 

 

i) Principal Amount

164,106.33

47,882.87

 

211,989.20

ii) Interest due but not paid -

 

iii) Interest accrued but not due

4,073.04

7,941.13

-

12,014.17

Total (i+ii+iii)

168,179.37

55,824.00

-

224,003.37

Change in Indebtedness during the financial year

 

 

 

 

* Addition

47,864.15

6,068.10

-

53,932.25

* Reduction

-

 

-

-

Net Change

47,864.15

6,068.10

-

53,932.25

Indebtedness at the end of the financial year

 

 

 

 

i) Principal Amount

210,177.36

58,793.52

 

268,970.88

ii) Interest due but not paid

 

 

 

 

iii) Interest accrued but not due

5,866.16

3,098.58

 

8,964.74

Total (i+ii+iii)

216,043.52

61,892.10

-

277,935.62

 

 

 

 

 

 

 

 

(Rs. in Millions)

SI.

 

Name of MD/WTD/ Manager

 

no. Particulars of Remuneration

M G George Muthoot

George Alexander Muthoot

George Thomas Muthoot

George Jacob Muthoot

Alexander M George

Total Amount

1

Gross salary

 

 

 

 

 

 

 

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

133.19

133.19

133.19

133.19

14.64

547.40

 

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

0.04

0.04

0.04

0.04

0.04

0.20

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

 

 

 

 

2

Stock Option

-

-

 

 

-

 

3

Sweat Equity

-

-

 

 

-

 

4

Commission

-

-

 

 

-

 

- as % of profit

-

 

-

-

- others, specify

-

 

-

-

5

Others, please specify

-

-

 

-

-

-

 

Total (A)

133.23

133.23

133.23

133.23

14.68

547.60

 

 

Ceiling as per the Act

Rs. 3076.82 millions being 10% of the Net Profit of the Company calculated as per Section 198 of the Companies Act, 2013.

B.

Remuneration to other directors:

 

 

 

 

 

(Rs in Millions)

Sl. No.

Particulars of Remuneration

Name of Directors

Total Amount

George Joseph

John K Paul

K George John

Pamela Anna Mathew

Jose Mathew

Jacob Benjamin Koshy

1

Independent Directors

 

 

 

 

 

 

 

 

Fee for attending board committee meetings

0.72

0.70

0.50

0.40

0.82

0.58

3.72

 

Commission

1.00

1.00

1.00

1.00

1.00

1.00

6.00

Others, please specify

-

-

-

-

-

 

Total (1)

1.72

1.70

1.50

1.40

1.82

1.58

9.72

2

Other Non-Executive Directors

 

 

 

 

 

Fee for attending board committee meetings

-

 

-

-

-

Commission

-

 

-

-

 

Others, please specify

-

 

-

-

 

Total (2)

-

 

-

-

 

 

Total (B)=(1+2)

1.72

1.70

1.50

1.40

1.82

1.58

9.72

 

Ceiling as per the Act

Rs. 307.68 millions being 1% of the Net Profit of the Company calculated as per Section 198 of the Companies Act, 2013

 

Total Managerial Remuneration

-

-

 

-

-

 

557.32

 

Overall Ceiling as per the Act

Rs. 3384.50 millions being 11% of the Net Profit of the Company calculated as per Section 198 of the Companies Act, 2013

C. Remuneration to Key Managerial Personnel Other than MD/Manager/WTD

 

 

 

(In millions)

SI.

 

Key Managerial Personnel

no.

 

CFO

Company Secretary

1

Gross salary

 

 

 

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

7.83

3.49

 

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 *

-

-

 

(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961

-

-

2

Stock Option**

8.83

0.24

3

Sweat Equity

-

 

4

Commission

-

 

 

- as % of profit

 

 

 

- others, specify...

 

 

5

Others, please specify

 

 

 

Total

16.66

3.73

*Excludes the value of perquisite on exercise of stock options **Value of perquisite on exercise of stock options

Vll. Penalties / Punishment/ Compounding of Offences:

Type

Section of the Companies Act

Brief Description

Details of Penalty / Punishment/ Compounding fees imposed

Authority [RD/NCLT/ COURT]

Appeal made, if any (give Details)

A.

Company

 

 

 

 

 

 

Penalty

 

 

 

 

 

 

Punishment

 

 

 

 

 

 

Compounding

 

 

 

 

 

B.

Directors

 

 

 

 

 

 

Penalty

 

 

 

 

 

 

Punishment

 

 

NIL

 

 

 

Compounding

 

 

 

 

 

C.

Other Officers in Default

 

 

 

 

 

 

Penalty

 

 

 

 

 

 

Punishment

 

 

 

 

 

 

Compounding

 

 

 

 

 

 

For and on behalf of the Board of Directors

For and on behalf of the Board of Directors

M G George Muthoot

George Alexander Muthoot

Chairman

Managing Director

(DIN: 00018201)

(D1N:00016787)

Kochi,

 

12th August, 2019

 

Annexure- 4

Annual Report on Corporate Social Responsibility (CSR) Activities

[Pursuant to clause (o) of sub-section (3) of section 134 of the Act and Rule 9 of the Companies (Corporate Social Responsibility) Rules, 2014]

1. CSR vision and policy of the Company is aimed to create a nationwide social impact by constantly giving back to the community by identifying and facilitating growth in areas which are less privileged. The Company has focused on women empowerment, health awareness, improving the quality of life and education initiatives and is in process of expanding its CSR activities at pan India Level.

Company have undertaken CSR activities through Muthoot M George Foundation, a charity foundation for CSR activities of the Company and through Muthoot M George Charitable Trust, Delhi. During the year the Company was mostly focused on disaster management, flood relief assistance to flood affected areas of Kerala, Educational support to under privileged and medical support given for healthcare like expenditure for treatments like cancer, dialysis, surgeries through a project called 'Snehasraya'.

The Company's CSR policy is committed towards CSR activities as envisaged in Schedule Vll of the Companies Act, 2013. The Details of CSR policy of the Company are available on the website of the Company at www.muthootfinance.com/policy/policy-investor

2. The CSR Committee was constituted by our Directors by a board resolution dated August 11, 2014 and further re-constituted as CSR and Business Responsibility Committee on April 05, 2019 and comprises of:

Name of the Director

Designation in the Committee

Nature of Directorship

Jose Mathew

Chairman

Independent Director

John K Paul

Member

Independent Director

George Alexander Muthoot

Member

Managing Director

3. Average net profit of the company for last three financial years: Rs. 20,274.70 millions

4. Prescribed CSR Expenditure: Rs. 405.49 millions

5. Details of CSR spent during the financial year.

(a) Total amount spent for the financial year: Rs. 282.92 millions

(b) Amount unspent, if any: Rs. 122.57 millions

(c) Manner in which the amount spent during the financial year is detailed below.

SI. No

CSR project or activity identified

Sector in which the project is covered

Projects or programs.

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs

Cumulative expenditure up to the reporting period (Rs.)

Amount spent: Direct or through implementation agency

 

 

Local area or other

Specify the State and district where projects or programs was undertaken

Direct expenditure on projects or programs (Rs.)

overheads

1

Muthoot M George Excellence Award

(1000 schools in Kerala, Andhra Pradesh, Telengana, Karnataka states were covered under this program. Toppers of these schools are given cash award and a certificate signed by Government School authorities and Chairman Muthoot M. George Foundation. Majority of these children are coming from low income group or lower middle class families. This program is implemented with a clear vision to make progress in forming an equitable and sustainable society by uplifting the younger generation)

Promotion of Education

Local Area & Others

Kerala, Andhra Pradesh, Telengana, Karnataka

40,00,000

27,60,108

 

27,60,108

Muthoot M George Foundation, Implementation agency for CSR activities

2

Muthoot Higher Education Scholarship

(Muthoot Higher Education Scholarship is for supporting the students who are perusing their professional studies like MBBS, Engineering, Nursing, B Com, etc. Our support will continue till the completion of their courses which is normally for 3-4 years.

Promotion of Education

Kerala

Kerala

25,00,000

6,96,81,000

 

6,96,81,000

Muthoot M George Foundation, Implementation agency for CSR activities

3

Other Educational Assistance (Conducting motivational & personality development activities for economically deprived students of govt and aided schools)

Promotion of Education

All India

All India

6,00,000

45,27,800

 

45,27,800

Muthoot M George Foundation, & Muthoot M George Charitable Trust, Delhi Implementation agencies for CSR activities

4

YMCA Mumbai

(promotion of education and academic activities of students from schools and colleges of Mumbai

Promotion of Education

Others

Mumbai

15,00,000

500,000

 

500,000

Muthoot M George Foundation, Implementation agency for CSR activities

5

Muthoot Vivaha Sahayam project (The project is to assist widowed mothers to get their daughters married, their by assuring the families a secured life. For this purpose we render financial assistance depending on the requirement of these deprived families).

Improving quality of life

Kerala

Kerala

65,00,000

71,72,000

 

71,72,000

Muthoot M George Foundation, & Muthoot M George Charitable Trust, Delhi Implementation agencies for CSR activities

6

Skill Development programmes

Improving quality of life

All India

All India

50,00,000

20,00,000

 

20,00,000

Muthoot M George Foundation, & Muthoot M George Charitable Trust, Delhi Implementation agencies for CSR activities

7

Snehasraya & Anbin Nizhal (Muthoot Snehasraya' is a Mobile Laboratory intended for Prevention and early detection of Kidney related diseases, diabetes and Hyper tension ailments. The mobile ambulance is being operated across Tamil Nadu & Kerala and facilitates blood & urine tests and create awareness among people about the dreaded disease. Exclusive camps are held at various centres in Kerala & Tamil Nadu, where the blood sample of participants will be collected and tested for possible kidney related diseases. The camps are being organised with the help of local agencies, clubs, etc. The project in Kerala up to March 2019 have conducted 1400 camps touching the lives of 164114 people. The project in Tamil Nadu up to March 2018 have conducted 1173 camps touching the lives of 115162 people)

Improving Quality of life

Local area & Others

Kerala & Tamil Nadu

25,00,000

21,66,272

 

21,66,272

Muthoot M George Foundation, Implementation agency for CSR activities

8

Medical Assistance

(To needy and financially weak applicants. Cases processed through the applications received in MMGF & MMGCT through branches for Heart ailments, Liver ailments, Cancer ailments, chemotherapy, Kidney Transplantation, Renal, medicines)

Poverty Alleviation

All India

All India

11,35,00,000

14,56,05,434

 

14,56,05,434

Muthoot M George Foundation, & Muthoot M George Charitable Trust, Delhi Implementation agencies for CSR activities

9

Muthoot Snehasammanam Project (a

project introduced for supporting artists, who are struggling to take their life forward. The recipients of this support scheme are all artists and performers who have contributed immensely in their respective art forms)

Promotion of Traditional Arts & Crafts

Kerala

Kerala

11,25,011

14,48,000

 

14,48,000

Muthoot M George Foundation, Implementation agency for CSR activities

10

Chief Minister's Relief fund

 

Kerala

Kerala

150,00,000

150,00,000

 

150,00,000

Muthoot M George Foundation, Implementation agency for CSR activities

11

Muthoot Aashiyana house construction project

Disaster Management

Kerala

Kerala

10,00,000

1,39,48,852

 

1,39,48,852

Muthoot M George Foundation, & Muthoot M George Charitable Trust, Delhi Implementation agencies for CSR activities

12

Flood relief assistance

 

Kerala

Kerala

10,00,000

30,86,631

 

30,86,631

Muthoot M George Foundation, & Muthoot M George Charitable Trust, Delhi Implementation agencies for CSR activities

13

Stainless steel water bottle distibution (5000 stainless steel water bottles were distributed to the students of govt/aided schools)

Environmental protection

All India

All India

20,00,000

8,45,600

 

8,45,600

Muthoot M George Foundation, Implementation agency for CSR activities

14

Support given to old age homes, orphanages, etc

Poverty Alleviation

All India

All India

600,000

38,99,000

 

38,99,000

Muthoot M George Charitable Trust, Delhi Implementation agency for CSR activities

15

Others (support given to NGOs, & institution who take care of physically and mentally challenged special individuals)

Improving Quality of life

All India

All India

30,00,000

1,02,83,049

 

1,02,83,049

Muthoot M George Foundation, & Muthoot M George Charitable Trust, Delhi Implementation agencies for CSR activities

Total

 

25,88,25,011

28,29,23,746

 

28,29,23,746

 

 

 

 

 

 

 

6. The Company has spent Rs. 282.92 millions in promoting education, improving quality of life, management, flood relief assistance to flood affected areas of Kerala, medical aid and others. Amount spent in the previous year on CSR activities was Rs. 197.28 millions. There is a considerable increase in CSR expenditure in comparison to the previous year. However, the amount spent is short of amount required to be spend under Section 135 of Companies Act, 2013, as the Company was unable to identify suitable projects within its CSR Policy and in few instances Company was not able to fully utilise the budgeted amount due to specified standard of eligibility criteria, etc. Hence your Company was not able to spend entire Rs. 405.49 millions. Your Company is focused on creating sustainable and long term CSR model and hence your Company will be able to spend more amount for CSR expenditure in future.

7. CSR Committee of Board affirms that CSR activities are implemented in accordance with CSR objectives of Companies Act, 2013 and CSR Policy of your Company.

Date: August 12, 2019

George Alexander Muthoot

Jose Mathew

Place: Kochi

Managing Director

Chairman - CSR Committee

Annexure- 5

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report for the year ended on March 31, 2019 Muthoot Finance Ltd has embraced The Muthoot Group's core value of building ethical, inclusive, sutainable business by creating wealth for its stakeholders especially our customers and investors; improving lives of communities especially by way of extending loan to less privileged or not covered by formal banking system and by caring for society. Company has offered better line of financial products and services, practiced and established effective risk management capabilities, created improved system to check and control bad debts and non performing assets with better understanding of its customer segments especially segments neglected by banks, most importantly by accessible and affordable financial services which is not only complimenting the banking sector but many times substituting it. The Company has created a value based system and a responsible business with respect to all of its stakeholders and most important among them are customers and investors which placed their faith in responsible and financially inclusive business. Comany has continued its sustainable business model by sticking to its core values even in tough times and we endevour to continue our business in same spirit.

 

SECTION A: GENERAL INFORMATION ABOUT THE COMPANY

1

Corporate Identity Number (C1N) of the Company

L65910KL1997PLC011300

2

Name of the Company

Muthoot Finance Limited

3

Registered address

Muthoot Chambers, Opposite Saritha Theatre Complex, 2nd Floor, Banerji Road, Kochi 682018, India

4

Website

www.muthootfinance.com

5

E-mail id

mails@muthootgroup.com

6

Financial Year reported

2018-19

7

Sector(s) that the Company is engaged in (industrial activity code-wise)

NIC Code: 64-649

 

 

 

 

8

List three key products/services that the Company manufactures/ provides (as on March 31 , 2019)

Please refer section titled Multiple Offerings of Corporate Overview Page of this Annual Report

9

Total number of locations where business activity is undertaken by the Company (as on March 31 , 2019)

 

 

(a) Number of International Locations (Provide details of major 5)

Nil

 

(b) Number of National Locations (as on March 31, 2019)

4480 branches in 24 States and 5 Union Territories

10

Markets served by the Company - Local/State/ National/International

National

 

 

 

SECTION B: FINANCIAL DETAILS OF THE COMPANY

1

Paid up Capital (1NR in millions)

4006

2

Total Turnover (1NR in millions)

68,806 (Total Revenue)

3

Total profit after taxes (1NR in millions)

19,721

4

Total Spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%) (Standalone)

Rs. 282.92 millions representing 1.43% of standalone Profit After Tax.

5

List of activities in which expenditure in 4 above has been incurred:-

Promoting Education, Medical Aid and others. ( For more detail please refer to CSR Activities attached as part of Report of Board of Directors)

 

 

 

 

SECT1ON C: OTHER DETAILS

1

Does the Company have any Subsidiary Company/ Companies?

Yes

2

Do the Subsidiary Company/Companies participate in the BR Initiatives of the parent company? If yes, then indicate the number of such subsidiary company(s)

No

3

Do any other entity/entities (e.g. suppliers, distributors etc.) that the Company does business with, participate in the BR initiatives of the Company? If yes, then indicate the percentage of such entity/entities? [Less than 30%, 30-60%, More than 60%]

No

 

SECTION D: BR INFORMATION

1

Details of Director/Directors responsible for BR

DIN - 00016787

 

(a) Details of the Director/Directors responsible for implementation of the BR policy/policies

George Alexander Muthoot Managing Director

 

(b) Details of the BR head

Telephone number: 0484-2394712 md@muthootgroup.com

2 Principle-wise (as per NVGs) BR Policy/policies (a) Details of compliance (Reply in Y/N)

SI

Questions

P1

P2

P3

P4

P5

P6

P7

P8

P9

1

Do you have a policy/ policies for...

Y

Y

Y

Y

Y

Y

Y

Y

Y

2

Has the policy being formulated in consultation with the relevant stakeholders?

Y

Y

Y

Y

Y

Y

Y

Y

Y

3

Does the policy conform to any national / international standards? If yes, specify? (50 words) *

N

N

N

N

N

N

N

N

N

4

Has the policy being approved by the Board? Is yes, has it been signed by MD/ owner/ CEO/ appropriate Board Director?

Y

Y

Y

Y

Y

Y

Y

Y

Y

5

Does the company have a specified committee of the Board/ Director/ Official to oversee the implementation of the policy?

Y

Y

Y

Y

Y

Y

Y

Y

Y

6

Indicate the link for the policy to be viewed online?

**

 

 

 

 

 

 

 

 

7

Has the policy been formally communicated to all relevant internal and external stakeholders?

Y

Y

Y

Y

Y

Y

Y

Y

Y

8

Does the company have in-house structure to implement the policy/ policies.

Y

Y

Y

Y

Y

Y

Y

Y

Y

9

Does the Company have a grievance redressal mechanism related to the policy/ policies to address stakeholders' grievances related to the policy/ policies?

Y

Y

Y

Y

Y

Y

Y

Y

Y

10

Has the company carried out independent audit/ evaluation of the working of this policy by an internal or external agency?

Y

Y

Y

Y

Y

Y

Y

Y

Y

 

(P1)

P2

P3

Businesses should conduct and govern themselves with Ethics, Transparency and Accountability

Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle

Businesses should promote the wellbeing of all employees

P4)

P5

P6

Businesses should respect the interests of, and be responsive towards all stakeholders, especially those who are disadvantaged, vulnerable and marginalized.

Businesses should respect and promote human rights

Business should respect, protect, and make efforts to restore the environment

P7

P8

P9

Businesses, when engaged in influencing public and regulatory policy, should do so in a responsible manner

Businesses should support inclusive growth and equitable development

Businesses should engage with and provide value to their customers and consumers in a responsible manner

(b) If answer to the question at serial number 1 against any principle, is 'No', please explain why: (Tick up to 2 options)

Not Applicable

* Some of the policies and principles have been put into practice by the Founder Late Shri. M. George Muthoot decades back. The Company has not tested the policies for adherence to any National or International Standards. However , these policies are now framed based on applicable regulations and general practices.

** http://www muthootfinance.com/policy/policy-investor

3 Governance related to BR

(a) Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year. Annually

(b) Does the Company publish a BR or a Sustainability Report? What is the hyperlink for viewing this report? How frequently it is published?

Yes. BR is available at http://www.muthootfinance.com/investors/annual-reports. The report is published annually.

SECTION E: PRINCIPLE-WISE PERFORMANCE

Principle 1

1 Does the policy relating to ethics, bribery and corruption cover only the company? Yes/ No. Does it extend to the Group/Joint Ventures/ Suppliers/Contractors/NGOs /Others?

Yes. The policy covers only the company. It does not extend to the Group/Joint Ventures/ Suppliers/Contractors/NGOs /Others.

2 How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the management? If so, provide details thereof, in about 50 words or so.

Nil

Principle 2

1 List up to 3 of your products or services whose design has incorporated social or environmental concerns, risks and/or opportunities.

Gold Loan - The flagship product of the Company ie., loan against security of gold jewellery provides access to credit within a reasonable time to a person who otherwise do not have access to credit or access to credit within a reasonable time. We service about 2 lakh customers per day. This supports social well being as well as business activities.

e-KYC - To facilitate easier compliance to KYC norms by customers, we launched 'e-KYC facility'. It is a customer-friendly and convenient digital KYC process based on Aadhaar with direct UlDAl link. The verification procedure is conducted by using customers' fingerprints.

This paperless and highly secure system enables faster loan processing and ensures 100% integrity in KYC verification. We are the first 'Gold Loan NBFC' to introduce this facility, with over 50% adoption rate in the first roll out.

iMuthoot- Mobile App - We developed a new mobile application called iMuthoot that allows customers to transact through their smartphones. This is our major initiative towards building a branch-less banking ecosystem for our customers. The app is available on Google Play and Apple Store. iMuthoot allows existing customers to view their loan statements and balance as well as Online Gold Loan facility. New customers can see our latest loan schemes, calculate loan eligibility, locate branches and fix appointments with their nearest branch officials and apply for gold loans. It is available in six languages. This app along with online payment facility has helped us a lot to move towards more and more digital transaction.

2 For each such product, provide the following details in respect of resource use (energy, water, raw material etc.) per unit of product(optional):

(a) Reduction during sourcing/production/ distribution achieved since the previous year throughout the value chain?

(b) Reduction during usage by consumers (energy, water) has been achieved since the previous year? Not Applicable

3 Does the company have procedures in place for sustainable sourcing (including transportation)?

(a) If yes, what percentage of your inputs was sourced sustainably? Also, provide details thereof, in about 50 words or so. Not Applicable

4 Has the company taken any steps to procure goods and services from local& small producers, including communities surrounding their place of work?

(a) If yes, what steps have been taken to improve their capacity and capability of local and small vendors? Not Applicable

5 Does the company have a mechanism to recycle products and waste? If yes what is the percentage of recycling of products and waste (separately as< 5%, 5-10%, >10%). Also, provide details thereof, in about 50 words or so.

Not Applicable

Principle 3

 

1

Please indicate the Total number of employees as on March 31, 2019

24224

2

Please indicate the Total number of employees hired on temporary/contractual/casual basis.

Nil

3

Please indicate the Number of permanent women employees.

4219

4

Please indicate the Number of permanent employees with disabilities

The company does not specifically track the information of employees with disability or make any discrimination on disability. Hence such an information is not available with the Company.

5

Do you have an employee association that is recognized by management.

No

6

What percentage of your permanent employees is members of this recognized employee association?

Not Applicable

7

Please indicate the Number of complaints relating to child labour, forced labour, involuntary labour, sexual harassment in the last financial year and pending, as on the end of the financial year.

 

 

SI

Category

No of complaints filed during the financial year

No of complaints pending as on end of the financial year

1

Child labour/forced labour/involuntary labour

Nil

Nil

2

Sexual harassment

3

0

3

Discriminatory employment

Nil

Nil

8

What percentage of your under mentioned employees were given safety & skill up-gradation training in the last year?

(a)

Permanent Employees

All employees with the Company are covered by skill upgradation training programmes conducted through our Regional Learning Centers and Muthoot Management Academies

(b)

Permanent Women Employees

All employees with the Company are covered by skill upgradation training programmes conducted through our Regional Learning Centers and Muthoot Management Academies

(c)

Casual/Temporary/Contractual Employees

Not Applicable

(d)

Employees with Disabilities

Please refer Sl.No.4 under Principle 3

1 Has the company mapped its internal and external stakeholders?

Yes

2 Out of the above, has the company identified the disadvantaged, vulnerable& marginalized stakeholders.

Yes

3 Are there any special initiatives taken by the company to engage with the disadvantaged, vulnerable and marginalized stakeholders. If so, provide details thereof, in about 50 words or so.

Though we have identified the above stakeholders , we have not created any product or services specifically for them. Since loan against security of gold jewellery provides access to credit within a reasonable time to a person who otherwise do not have access to credit or access to credit within a reasonable time , we believe that our services will address the needs of the above stakeholders. Our presence through 4480 branches in 24 States and 5 Union Territories again will address the needs of the above stakeholders. However , we have taken special initiatives to address the needs of the above stakeholders through our CSR activities details of which are available in the Annual Report on CSR activities in the Annual Report

Principle 5

1 Does the policy of the company on human rights cover only the company or extend to the Group/Joint Ventures/Suppliers/ Contractors/NGOs/Others?

The policy covers only the company

2 How many stakeholder complaints have been received in the past financial year and what percent was satisfactorily resolved by the management?

Nil

Principle 6

1 Does the policy related to Principle 6 cover only the company or extends to the Group/Joint Ventures/Suppliers/ Contractors/NGOs/others.

The policy covers only the company

2 Does the company have strategies/ initiatives to address global environmental issues such as climate change, global warming, etc? Y/N. If yes, please give hyperlink for webpage etc.

No

3 Does the company identify and assess potential environmental risks? Y/N No

4 Does the company have any project related to Clean Development Mecbanism? If so, provide details thereof, in about 50 words or so. Also, if Yes, wbether any environmental compliance report is filed?

No

5 Has the company undertaken any other initiatives on - clean technology, energy efficiency, renewable energy, etc. Y/N. If yes, please give hyperlink for web page etc.

We have three windmills installed in Tamilnadu with a combined power generation capacity of 3.75Megawatt

6 Are the Emissions/Waste generated by the company within the permissible limits given by CPCB/SPCB for the financial year being reported?

Not Applicable

7 Number of show cause/ legal notices received from CPCB/SPCB which are pending (i.e. not resolved to satisfaction) as on end of Financial Year.

Not Applicable

Principle 7

1 Is your company a member of any trade and chamber or association? If Yes, Name only those major ones that your business deals with:

(a). Kerala Chamber of Commerce & Industries

(b). Federation of Indian Chamber of Commerce & Industries

(c). Kerala Management Association

(d) Association of Gold Loan Companies

(e) Confederation Of Indian Industry

(f) Kerala Non-Banking Finance Companies Association

2. Have you advocated/lobbied through above associations for the advancement or improvement of public good? Yes/No; if yes specify the broad areas (drop box: Governance and Administration, Economic Reforms, Inclusive Development Policies, Energy security, Water, Food Security, Sustainable Business Principles, Others)-No

Principle 8

Does the company have specified programmes/initiatives/projects in pursuit of the policy related to Principle 8? If yes details thereof.

The flagship product of the Company ie., loan against security of gold jewellery provides access to credit within a reasonable time to a person who otherwise do not have access to credit or access to credit within a reasonable time.Hence this will support inclusive growth and equitable development. Our presence through 4480 branches in 24 States and 5 Union Territories again will address the needs of larger section Indian population. Please refer to Annual Report on CSR Activities attached in the Annual Report.

Are the programmes/projects undertaken through in-house team/own foundation/external NGO/government structures/any other organization?

Programmes/projects are undertaken primarily through the trust M/s. Muthoot M George Foundation and Muthoot M George Charitable

Trust. Please refer to Annual Report on CSR Activities attached in the Annual Report.Have you done any impact assessment of your initiative?

Programmes are reviewed periodically for its effectiveness and whether its desired objectives are met.

What is your company's direct contribution to community development projects- Amount in INR and the details of the projects undertaken.

Amount Spent on CSR activities is Rs. 282.92 millions. Please refer to Annual Report on CSR Activities attached in the Annual Report

Have you taken steps to ensure that this community development initiative is successfully adopted by the community? Please explain in 50 words, or so.

CSR activities are constantly monitored for implementation and fresh support is given only where adoptions are at a better level. Please refer to Annual Report on CSR Activities attached in the Annual Report.

Principle 9

1 What percentage of customer complaints/consumer cases are pending as on the end of financial year. 18%

2 Does the company display product information on the product label, over and above what is mandated as per local laws? Yes/ No/N.A. /Remarks(additional information)

Yes

3 Is there any case filed by any stakeholder against the company regarding unfair trade practices, irresponsible advertising and/or anti-competitive behaviour during the last five years and pending as on end of financial year. If so, provide details thereof, in about 50 words or so.

No

4 Did your company carry out any consumer survey/ consumer satisfaction trends? Yes. Done periodically at select geographies

Annexure- 6

AOC-2

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014:

1. Details of contracts or arrangements or transactions not at arm's length basis: Nil

2. Details of material contracts or arrangement or transactions at arm's length basis:

Name(s) of the related party and nature of relationship

Nature of contracts/ arrangement/ transactions

Duration of the contracts / arrangements/ transactions

Salient terms of the contracts or arrangements or transactions including the value, if any:

Date(s) of approval by the Board, if any:

Amount paid as advances, if any:

 

 

 

 

 

 

 

 

NIL

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For and on behalf of the Board of Directors

 

M G George Muthoot

George Alexander Muthoot

Chairman

Managing Director

(DIN: 00018201)

(D1N:00016787)

Ernakulam,

 

August 12, 2019

 

Annexure- 7

Declaration Regarding Receipt of Certificate of Independence from all Independent Directors

1 hereby confirm that the Company has received from all the independent directors namely Mr. George Joseph, Mr. John K Paul, Mr. K George John, Justice (Retd.) Jacob Benjamin Koshy, Mr. Jose Mathew and Ms. Pamela Anna Mathew, a certificate stating their independence as required under Section 149(6) of the Companies Act, 2013 and SEB1 (LODR) 2015.

Place: Kochi
Date: May 13, 2019

George Alexander Muthoot
Managing Director

Annexure- 8

Nomination and Remuneration Policy

Board of Directors of Muthoot Finance Limited (the Company) in order to align with the provisions of the Companies Act, 2013 and the Listing Agreement with Stock Exchanges has constituted a Committee as Nomination and Remuneration Committee.

Objective

The Nomination and Remuneration Committee (NRC) and this Policy are in compliance with the Companies Act, 2013, Reserve Bank of India Guidelines including read along with the applicable rules thereto and SEB1 (LODR) 2015 and Policy Guidelines of Muthoot Finance Limited.

The Key Objectives of the Committee would be:

a) to guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

b) to evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board and recommending the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

c) to ensure that all provisions regarding Remuneration Policy and duties of Committee as required under the Companies Act, 2013, Reserve Bank of India guidelines, SEB1 (LODR) 2015 or such other applicable Acts, rules, regulations or guidelines are complied with.

Definitions

(a) Key Managerial Personnel: Chief Executive Officer, Executive Directors, Chief Financial Officer and Company Secretary or any other personnel as prescribed under Companies Act, 2013.

(b) Senior Management: Senior Management means personnel of the company who are members of its core management team excluding the Board of Directors. This would also include all members of management one level below the executive directors including all functional heads.

Role and Responsibilities

The role of the Committee inter alia will be the following:

a. Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with Criteria as laid down and recommend to Board their appointment and removal.

b. Ensure persons proposed to be appointed on the Board do not suffer any disqualifications for being appointed as a director under the Companies Act, 2013.

c. Ensure that the proposed appointees have given their consent in writing to the Company;

d. Review and carry out every Director's performance, the structure, size and composition including skills, knowledge and experience required of the Board compared to its current position and

Annexure- 8

make recommendations to the Board with regard to any changes;

e. Plan for the succession planning for directors in the course of its work, taking into account the challenges and opportunities facing the Company, and what skills and expertise are therefore needed on the Board in the future;

f. Be responsible for identifying and nominating for the approval of the Board, candidates to fill board vacancies as and when they arise;

g. Keep under review the leadership needs of the organization, both executive and non-executive, with a view to ensuring the continued ability of the organization to compete efficiently in the market place; and

h. Ensure that on appointment to the Board, non-executive directors receive a formal letter of appointment setting out clearly what is expected of them in terms of committee services and involvement outside board meetings.

i. Determine and agree with the Board the framework for broad policy for criteria for determining qualifications, positive attitudes and independence of a director and recommend to the Board a policy, relating to remuneration for the Directors, Key Managerial Personnel and other employees.

j. Review the on-going appropriateness and relevance of the remuneration policy.

k. Ensure that contractual terms of the agreement that Company enters into with Directors as part of their employment in the Company are fair to the individual and the Company.

1. Ensure that all provisions regarding disclosure of remuneration and Remuneration Policy as required under the Companies Act, 2013, Reserve Bank of India Guidelines, provisions of SEB1 (LODR) 2015 or such other acts, rules, regulations or guidelines are complied with.

Constitution Members:

a. The Committee shall consist of a minimum 3 non-executive directors, majority of them being independent.

b. Minimum two (2) members shall constitute a quorum for the Committee meeting.

c. Membership of the Committee shall be disclosed in the Annual Report.

d. Term of the Committee shall be continued unless terminated by the Board of Directors.

Chairman:

a. Chairman of the Committee shall be an Independent Director.

b. Chairman of the Committee shall be decided by Board of Directors of the Company.

c. In the absence of the Chairman, the members of the Committee present at the meeting shall choose one amongst them to act as Chairman.

Frequency of Meetings

The meeting of the Committee shall be held at such regular intervals as may be required by the Committee or as directed by Board of Directors of the Company.

Guiding Principles

Committee while exercising its functions as described in ROLE AND RESPONSIBILITIES of the Committee in this policy, will be guided by following broad principles:

a. The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully;

b. The relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

c. The remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals.

d. In case, subject matter is related to appointment/remuneration of Independent Directors, the requirement under Code of Conduct of Independent Directors and other Statutory Requirements are met.

e. In case, subject matter is related to appointment/remuneration of Directors other than

Independent Directors, Key Managerial Persons, Senior Management, the requirement under Code of Conduct of Senior Management of the Company is met.

A member of the Committee is not entitled to be present when his or her own remuneration is discussed at a meeting or when his or her performance is being evaluated. The Committee may invite such executives including Key Managerial Persons and Senior Management, as it considers appropriate, to be present at the meetings of the Committee.

'Fit and Proper Criteria as per guidelines of Reserve Bank of India, will be most fundamental guidelines for appointment of Directors and due diligence in this regard will be carried out. Committee will be required to carry out all functions/duties in compliance of Companies Act, 2013, SEB1 (LODR) 2015 and Reserve Bank of India Guidelines. procedures mentioned below are followed and minimum criteria fulfilled by the persons before they are appointed on the Boards:

(a) NRC should undertake a process of due diligence to determine the suitability of the person for appointment / continuing to hold appointment as a director on the Board, based upon qualification, expertise, track record, integrity and other 'fit and proper criteria.

(b) NRC should obtain necessary information and declaration from the proposed / existing directors for the purpose as prescribed by Reserve Bank of India.

(c) The process of due diligence should be undertaken at the time of appointment / renewal of appointment.

(d) NRCs to scrutinize the declarations and ensure necessary deeds of covenants as prescribed by Reserve Bank of India is executed by nominated/elected Directors.

(e) Based on the information provided in the signed declaration, Nomination Committees should decide on the acceptance or otherwise of the directors, where considered necessary.

Decision Making And Voting

a. Matters arising for determination at Committee meetings shall be decided by a majority of votes of Members present and voting and any such decision shall for all purposes be deemed a decision of the Committee.

b. In the case of equality of votes, the Chairman of the meeting will have a casting vote.

c. Committee may refer any matter for consideration and decision by full Board of Directors of the Company,

if majority of members deem the matter fit for the said purpose. Such matters which are referred by the Committee will be deemed to be agenda of the meeting of Board of Directors.

Minutes of Committee Meeting

Proceedings of all meetings must be minuted and signed by the Chairman of the Committee at the subsequent meeting. Minutes of the Committee meetings will be tabled at the subsequent meeting after circulation of the same.

Review and Alteration of Nomination and Remuneration Policy

The Nomination and Remuneration Committee of the Company will be guided by this policy and subject to the power granted to/ terms of reference of the Committee as decided by Board of Directors of Company from time to time and requirement under the Companies Act, 2013 or such other acts, rules, regulations or guidelines including Listing Agreement with Stock Exchanges. Nomination and Remuneration Committee of the Company may review this policy from time to time as it may deem fit. Any modification and Change in this policy will be subject to approval of Board of Directors based on recommendation of Nomination and Remuneration Committee of the Company. 

Director’s Report