Mar 31, 2023
Your Directors hereby present the 28r Boards Report on the business, operations and state of affairs of the Company together with the audited financial statements for the financial year ended Match 31, 2023: -
(Rs. in Million) |
||
Particulars |
H 2022-23 B |
2021-22 |
Total Income |
86.325.91 |
72.12551 |
Total Expenses |
83,796.60 |
70.818.65 |
Profit before share in profit of associates and tax |
2,529.31 |
1.307_26 |
Share in profit of associates |
1.317.94 |
966.54 |
Profit before tax |
3,847.25 |
2,273.80 |
Tax expense |
(208.32) |
153.06 |
Net Profit for the year |
4.05S.S7 |
2120.74 |
Other Comprehensive lncomo/(Loss) |
185.77 |
(1,194.37? |
Total Comprehensive Income |
4,241.34 |
926 37 |
Profit for the year attributable to the |
||
⢠Owners of the parent |
3,441.63 |
1.887.84 |
⢠Non-controlling interests |
613.94 |
232.90 |
Other Comprehensive lncomo/(Loss) for the year attributable to the |
||
⢠Owners of the parent |
197.73 |
__(732.84) |
⢠Non-controllmg interests |
(11-96) |
(461 53) |
Total Comprehensive lncome/(Loss) for the year attributable to the |
||
⢠Owners of the parent |
3.639.36 |
1,155.00 |
⢠Non-controlling interests |
601.98 |
(228.63) |
Earnings Per Share (?) (Face Value of (?) 1 each) |
||
Basic |
3.83 |
2.11 |
Diluted |
3.83 |
2.11 |
II. |
Standalone Financial Performance: |
(Rs. in Million] |
|
Particulars |
j 2022-23 | |
2021-22 |
|
Total Income |
30.8S6.92 |
13,72474 |
|
Total Expenses |
7.740.36 |
5.177.30 |
|
Profit before tax |
23,146.56 |
8,547.44 |
|
Tax expense |
(735.91) |
(786.14) |
|
Profit for the year |
23.8S2.47 |
9.33358 |
|
Other Comprehensive lncome/(Loss) |
0.33 |
(0.10) |
|
Total Comprehensive !ncome/(Loss.l |
23.8S2.80 |
9,333 45 |
|
Earnings Per Share (?) (Face Value of (?) 1 each) |
|||
Basic |
26.59 |
10.44 |
|
Diluted |
26.59 |
10.43 |
During the year under review, 1,77.311 Equity Shares of the face value of? I each were allotted on exercise of the Stock Options granted under Edelweiss Employee Stock Incentive Plan 2011 and Edelweiss Employee Stock Appreciation Rights Plan. 2019
Consequently as at March 31 2023 the total p3id-up share capital of the Company stood at ? 943.27 million divided into 94.327S.276 Equity Shares of the face value of ? 1 each.
Except Employee Stock Options and Stock Appreciations Rights (SAR), the Company has not issued any sweat equity to the employees of the Company The disclosures with regard to the Employee Stock Options and SAR os required under the Securities and Exchange Board of India {SEBI} (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the website of the Company at the link: www edelweisstin.com
Dunng the year under review, the Board declared an interim dividend of? 0.2S per Equity Share of the face value of? I each The interim dividend was paid to the Members of the Company during the month of April 2023.
The Board at its meeting held on May 26, 2023 recommended a final dividend of? 1.25 per Equity Share of the face value of ? 1 each, subject to the approval of Members at the forthcoming Annual General Meeting (AGM)
Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations. 2015 (the Listing Regulations), the Dividend Distribution Policy is provided as Annexure I to this Report and is available on the website of the Company at the link www.edelweissfin.com.
Information on the operational and financial performance of the Company is given In the Management Discuss.on and Analysis Report, forming part of this Report, and is in accordance with the Listing Regulations.
The financial statements (both standalone and consolidated) are prepared In accordance with the Companies Act. 2013 and the Rules framed thereunder (the Act) and the applicable Accounting Standards and forms part of this Report.
The Auditors'' Report issued by M/s S. R. Batiiboi & Co. LLP. Chartered Accountants, the Auditors of the Company on the financial statements for the year ended March 31 2023 is unmodified and is annexed to the financial statements.
Dunng the year ended March 35 2023, E.W Special Opportunities Advisors LLC was dissolved and ceased to be the subsidiary of the Company
With effect from March 30, 2023 Nuvama Wealth Management Limited ceased to be an Associate of the Company
The salient features of the financial statements of each of the subsidianes as required under the Act is provided in the financial statements in Form AOC-1 The financial statements of the subsidiaries are available on the website of the Company at the link www edelweissfin.com Any Member interested in obtaining a copy of financial statements of the subsidiaries may wnte to the Company Secretary at the Registered Office of the Company.
The Board at its meeting held on May 13, 2022 approved the Scheme of Arrangement between the Company and Nuvama Wealth Management Limited (formerly known as Edelweiss Securities Limited) iNuvama/ResuJving Companvl and their respective shareholders and creditors (the Scheme) under Sections 230 to 232 read with Section 102 and other applicable provisions ot the Act The Scheme provides for demerger, transfer and vesting of the Demerged Undertaking las defined in the Scheme) from the Company into the Resulting Company on a going concern basis
Pursuant to an Order dated January 12. 2023. passed by the Hon ble National Company Law Tribunal. Mumbai Bench (NCLT), a meeting of the equity shareholders of the Company was held on February 24 2023 wherein the equity Shareholders approved the Scheme. The NCLT vide its Order dated April 11, 2023 approved the Scheme The Scheme became effective from May 18, 2023 As per the provisions of the Scheme, the Effective Date is atso the Appointed Date
As per the provisions of the Scheme. Nuvama has allotted the equity shares to those equity shareholders of the Company whose names were appearing in the Register of Members/Beneficial Owners of the Company on June 2, 2023. being the Record Date fixed in this behalf Nuvama has made an application for lisbng of rts equity shares and is awaiting the approval
During the year under review, the Company issued Non-convertible Debentures (NCDs) through public issuance which are listed on BSE Limited.
Particulars of loans given, investments made, guarantees given and securities provided are reported in the financial statements, forming part of this Annual Report.
All the Related Party Transactions entered by the Company are on arm''s length and in the ordinary course of business. The Company has not entered into transactions with the Promoters, Directors and Key Managerial Personnel, which may have potential conflict of interest with the Company and its subsidiaries.
In accordance with the provisions of the Listing Regulations, the Company has formulated the Related Party Transactions Policy, which is available on the website of the Company at www.edeiweissfm.com.
Particulars of contracts or arrangements with the related parties as prescribed in Section 188 of the Act is provided in the financial statements in Form AOC-2. All the Related Party Transactions as required under the applicable Accounting Standards are reported in the financial statements
In accordance with the provisions of Section 149 of the Act and the Listing Regulations, the Independent Directors have given a declaration that they meet the critena of independence as provided in the said Section and in the Lisbng
Regulations In the opinion of the 803rd. the Independent Directors are persons of integrity and possess relevant expertise, experience and proficiency
Pursuant to the recom mendations of the Nomination and Remuneration Committee the Board has. subject to the approval of the Members, appointed Mr. Shiva Kumar (DIN: 06590343) as an Independent Director of the Company for a term of 5 years with effect from August 4, 2022. The Members at the 27" Annual General Meeting held on September 2, 2022, approved the appointment of Mr Kumar
The second term of appointment of Mr P N Venkatachalam (DIN'' 00499442). Mr Navtej S. N''andra (DIN 02282617) and Mr Kunnasagaran Chinniah (DIN. 01590108), the Independent Directors, ended at the conclusion of the 27u'' Annual General Meeting of the Company held on September 2 2022.
The Board placed on record its sincere appreciation of the services rendered by Mr P N Venkatachalam, Mr Navtej S Nandra and Mr Kunnasagaran Chinniah dunng their tenure as Independent Directors of the Company
(ii) Executive Directors
Mr Rujart Panjwam. who was subject to retirement by rotation at the 27" Annual General Meeting, did not sought re-appointment. Accordingly. Mr. Panjwam ceased to be a Director at the conclusion of the 27â Annual General Meeting held on September 2. 2022
Mr Himanshu Kaji, retires by rotation at the ensuing Annual General Meeting, though eligible, has not offered himself for re-appointment It is proposed not to fill in the vacancy to be caused by the retirement of Mr. Kaji.
The Board placed on record its sincere appreciation of the services rendered by Mr Rujan Panjwam and Mr Himanshu Kaji dunng their tenure as Executive Directors of the Company
During the year ended March 31, 2023, the Board met 6 times. The details of the Board meetings and the attendance of the Directors at the meetings are provided in the Corporate Governance Report, which forms part of this Report
The Company has formulated a Remuneration Policy pursuant to Section 178 of the Act and the Listing Regulations I he Policy is provided as Annexure Ii to this Report.
A Board Evaluation Policy'' (the Policy) for evaluating the performance of the Board, its Committees, the Chairman, the Managing Director, the Executive Directors, the Non-executive Directors and the Independent Directors has been adopted by the Company
The Policy inter aha provides the cntena for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment relationship with the stakeholders, corporate governance practices, review of the terms of reference of the Committees and the contribution of the Committees to the 803rd in discharging its functions etc
A separate meeting of the Independent Directors was held wherein the performance of the Non-Independent Directors, performance of the Board as a whole (including the Committees) and also that of the Chairman in terms of the provisions of the Act. the Listing Regulations and the Guidance Note issued by the Securities and Exchange Board of India in this regard was discussed.
The Company has in place adequate internal financial controls with reference to financial statements. The Company''s internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness
in financial reporting and compliance with the laws and regulations. The internal control system is also supported by an internal audit process.
M/s. JHS & Associates LLP. Chartered Accountants, were appointed as Internal Auditors of your Company for the financial year ended March 31, 2023.
Risk management 15 an integral part of the Company''s business strategy that seeks to minimise adverse impact on business objectives and capitalise on opportunities The Risk Committee oversees the risk management framework of the Company through regular and proactive intervention by identifying nsks and formulating mitigation plans. Further details are provided in the Management Discussion and Analysis Section forming pan of this Report
The Audit Committee comprises of the Independent Directors of the Company:
Mr. Shiva Kumar (Chairman!
Mr Bsswamoban Mahapatra Mr Ashok Kim Dr Ashima Goyal.
Further details of the Audit Committee are provided in the Corporate Governance Report which forms part of this Report
The Company has adopted a Whistle Blower Policy to report genuine concerns/grievances. The Policy Is available on the website of the Company at the link: VAVw.edelweisstm.com
The Policy provides for adequate safeguards against the victimisation of the persons whG use the vigil mechanism The vigil mechanism is overseen by the Audit Committee
The Board has constituted the Corporate Social Responsibility (CSR) Committee in accordance with the provisions of the Act The CSR Committee comprises of:
Mr. Venkatchalam Ramaswamy (Chairman) Mr. Himanshu Kaji J |
Executive Directors |
Mr Shiva Kumar |
Independent Director |
Ms. Vldya Shah |
Non-executive Director |
The Company has made contributions under CSR mainly through Its philanthropic arm EdelGive Foundation a wholly owned subsidiary The CSR Projects of the Company largely focuses on the broad areas such as sustainable livelihood quality education women empowerment, climate action, ''educing inequality promotion of sports, etc
The CSR Report on the- activities undertaken during the year is provided as Annexure III to this Report The CSR Policy Is available-on the website of the Company at the link: www.edelwe15sfm.com
In accordance with the provisions of Section 139 of the Companies Act. 2013 and the Rules framed thereunder (the Act), M/s. S R. Barliboi Si Co UP. Chartered Accountants (Firm Registration No 301003E/ E30000S), were appointed as the Auditors of the Company at the 23"J Annual General Meeting (AGM) held on July 26, 2018. The term of office of M/s. S. R Batliboi & Co LLP as Statutory Auditors of the Company will conclude from the close of the ensuing AGM of the Company
The Board of Directors of the Company, based on the recommendations of the Audit Committee, at its meeting held on August 4, 2023, had subject to the approval of the Members, approved the appointment of M/s Nangia & Co. LLP. Chartered Accountants, (firm Registration No 002391C/NS00069), as the Statutory Auditors of the Company to hold office for the first term of five years from the conclusion of the ensuring AGM till the conclusion of the 33-¦'' AGM to be held in the year 2028.
M/s. Nangia & Co. LLP, Chartered Accountants, have confirmed their eligibility and qualification required under the Act and the Listing Regulations for holding the office as Auditors of the Company.
M/s. BNP & Associates, Company Secretanes, were appointed as the Secretanal Auditors to conduct the Secretarial Audit for the financial year ended March 31. 2023. The Report of the Secretarial Auditors is provided as Anrsexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimer
As required under the Listing Regulations the Secretarial Audit Report of Edelweiss Tokio Life Insurance Company Limited, the Material Unlisted Subsidiary of the Company, for the financial year ended March 31 2023. forms part of this Report. The Secretariat Audit Report does not contain any qualification, reservation, adverse remarks or disclaimer
The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace No cases were reported during the year under review There were no complaints pending as on March 31, 2023 The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
A. Conservation of energy
tj The steps taken or impact an conservation of energy - The operations of the Company 3re not energy intensive. However, adequate measures have been taken for conservation of energy wherever possible.
ii) The steps taken by the Company for utilising alternate sources of energy - Though the operations of the Company are not energy intensive, the Company explores alternative sources of energy, as and when the necessity arises.
iii) The capital investment on energy conservation equipments - Nil
B. Technology absorption
0 The efforts made towards technology absorption - The Company extensively uses the information technology in its operations and has absorbed the technology required in this regard.
ii) The benefits derived like product improvement cost reduction, product development or import substitution - The
Company has leveraged the technology to reach out to its customer in the difficult times of pandemic.
¦it) In case of imported technology (imported dunng the last three years reckoned from the beginning of the financial year):
(a) the details of technology imported; Not Applicable
(b) the year of import: Not Applicable
(c) whether the technology has been fully absorbed: Not Applicable
\d) if not fully absorbed, areas where absorption has not taken place and the reasons thereof Not Applicable
iv) The expenditure incurred on Research and Development - Not Applicable
C. Foreign exchange earnings and outgo
During the year under review, the Company earned foreign exchange of ? 33.16 million (previous year ? S6 75 million) and there was outgo of foreign exchange of C &4.8S million (previous year ? 19.48 million|.
i) there are no significant matenal changes and commitments affecting the financial position of the Company that occurred between the end of financial year and the date of this Report except as mentioned under the heading Scheme of Arrangement in this Report
ii) There has been no change in the nature of business of the Company hi) There was no revis''on in the financial statements of the Company
iv) There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code. 2016. There was no instance of onetime settlement with any Bank/Financial Institution in respect of loan taken by the Company.
v) No significant or material orders svere passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future
vi) No fraud has been reported by the Auditors to the Audit Committee and the Board
vii) Disclosure pertaining to maintenance of cost records as specified under the Act is no: applicable to the Company
viii) The Company has not issued equity shares with differential voting rights as to dividend voting or otherwise
ix) The Company has not accepted any deposits covered under Chapter V of the Act.
x) The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Pursuant to Sections 92 and 134 of the Act the Annual Return as at March 31. 2023 in Form MGT-7. is available on the website of the Company at the link: www edelweissfin.com
In accordance with the provisions of Rule S of the Companies (Appointment and Remuneration of Managerial Personnel) Ruler., 2014, the particulars of the employees are set out In the Annexure to this Report In terms of the provisions of Section 136 of the Act, the Report is being sent Ig the Members of the Company excluding the annexure Any Member interested in obtaining a copy of the annexure may write to the Company Secretary at the Registered Office of the Company
further, disclosures on managerial remuneration as required under Section 197 ''ead with Rule S of the Companies (Appointment and Remuneration of Manngena! Personnel) Rules. 2014 are provided as Annexure V to this Report
Pursuant to the Listing Regulations, the Report on Corporate Governance together with the certificate issued by M/s. BNP St Associates. Company Secretanes, on compliance with the conditions of Corporate Governance during the financial year ended March 31. 2023 is provided in Annexure VJ and forms part of this Report
A Business Responsibility & Sustainability Report for the financial year ended March 31. 2023, pursuant to the Listing Regulations is provided in Annexure VII and forms part of this Report
Pursuant to Section 134 of the Act. the Directors confirm that
r) tn the preparation of the annual accounts, the applicable Accounting Standards have been fallowed;
ii) such accounting policies have been selected 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 as at March 31, 2023 and the profits of the Company for the financial year ended on that date.
lit) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act far safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis.
v) internal financial controls have been laid down and the same are adequate and were operating effectively; and
vi) proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively
The Board acknowledges the valuable guidance and continued support extended by the Securities and Exchange Board of India, the Reserve Bank of India, Stock Exchanges. Insurance Regulatory and Development Authority of India. Ministry of Corporate Affairs, other government authorities, Banks and other stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company
For and on behalf of the Board Edelweiss Financial Services Limited
Rashesh Shah
Chairman & Managing Director DIN; 00008322
August 4. 2023
Mar 31, 2022
Your Directors hereby present the 27th Board''s Report on the business, operations and state of affairs of the Company together with the audited financial statements for the year ended March 31, 2022:
I. Consolidated Financial Performance:
(? in million) |
||
Particulars |
2021-22 |
2020-21 |
Total Income |
73,045.91 |
1,08,488.50 |
Total Expenses |
71,738.65 |
1,07,025.91 |
Profit before share in profit of Associates and tax |
1,307.26 |
1,462.59 |
Share in Profit/(Loss) of Associates |
966.54 |
(6.35) |
Profit before tax |
2,273.80 |
1,456.24 |
Tax Expenses |
153.06 |
(1,082.96) |
Net Profit for the year |
2,120.74 |
2,539.20 |
Other Comprehensive Income/(Loss) |
(1,194.37) |
(17.97) |
Total Comprehensive Income |
926.37 |
2,521.23 |
Profit/(Loss) for the year attributable to the |
||
⢠Owners of the parent |
1,887.84 |
2,653.36 |
⢠Non-controlling interests |
232.90 |
(114.16) |
Other Comprehensive Income/(Loss) for the year attributable to the |
||
⢠Owners of the parent |
(732.84) |
11.88 |
⢠Non-controlling interests |
(461.53) |
(29.85) |
Total Comprehensive Income/(Loss) for the year attributable to the |
||
⢠Owners of the parent |
1,155.00 |
2,665.24 |
⢠Non-controlling interests |
(228.63) |
(144.01) |
Earnings Per Share O (Face Value of '' 1 each) |
||
Basic |
2.11 |
2.98 |
Diluted |
2.11 |
2.97 |
II. Standalone Financial Performance: |
(? in million) |
|
Particulars |
2021-22 |
2020-21 |
Total Income |
13,724.74 |
17,218.73 |
Total Expenses |
5,177.30 |
10,279.54 |
Profit before tax |
8,547.44 |
6,939.19 |
Tax Expenses |
(786.14) |
(222.93) |
Profit for the year |
9,333.58 |
7,162.12 |
Other Comprehensive (Loss) / Income |
(0.10) |
9.54 |
Total Comprehensive Income |
9,333.48 |
7,171.66 |
Earnings Per Share O (Face Value of '' 1/- each) |
||
Basic |
10.44 |
8.05 |
10.43 |
8.01 |
During the year under review, 72,99,888 Equity Shares of the face value of '' 1 each were allotted on exercise of the Stock Options granted under various Employee Stock Incentive Plans of the Company.
Consequently, as at March 31, 2022, the total paid-up share capital of the Company stood at '' 943.10 million divided into 94,30,97,965 Equity Shares of the face value of '' 1 each.
Except Employee Stock Options and Stock Appreciations Rights (SAR), the Company has not issued any sweat equity to the employees of the Company. The disclosures with regard to the Employee Stock Options and SAR as required under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the website of the Company at the link: www.edelweissfin.com.
During the year under review, the Board declared and paid interim dividend of '' 0.25 per Equity Share of the face value of '' 1 each. The interim dividend was paid to the Members of the Company during the month of April 2022.
The Board at its meeting held on May 27, 2022, recommended a final dividend of '' 1.20 per Equity Share of the face value of '' 1 each, subject to the approval of Members at the forthcoming Annual General Meeting (AGM).
Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the Dividend Distribution Policy is provided as Annexure I to this Report and is available on the website of the Company at the link: www.edelweissfin.com.
INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY
Information on the operational and financial performance, amongst others including the impact of COVID-19, is given in the Management Discussion and Analysis Report, forming part of this Report, and is in accordance with the Listing Regulations.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements are prepared in accordance with the Companies Act, 2013 and Rules framed thereunder (the Act) and the applicable Accounting Standards and forms part of this Report.
During the year ended March 31, 2022, the Company divested its stake in Gallagher Insurance Brokers Private Limited (GIBPL) (earlier known as Edelweiss Gallagher Insurance Brokers Limited). Consequently, GIBPL ceased to be a subsidiary of the Company w.e.f. October 18, 2021.
During the year under review, Edelweiss Capital Singapore Pte. Ltd. and Aster Commodities DMCC were dissolved and ceased to be the subsidiaries of the Company.
Pursuant to the Order passed by the Hon''ble National Company Law Tribunal approving the Composite Scheme of Arrangement between ECap Securities and Investments Limited (formerly known as ECap Equities Limited), Edel Land Limited and EC Commodity Limited, the subsidiaries of the Company, EC Commodity Limited has been merged with Edel Land Limited. Consequently, EC Commodity Limited ceased to be the subsidiary of the Company w.e.f. March 25, 2022.
During the year under review, Edelweiss Real Assets Managers Limited and Sekura India Management Limited were incorporated on June 25, 2021 and June 29, 2021, respectively, as subsidiaries of the Company.
The salient features of the financial statements of each of the subsidiaries and associates as required under the Act is provided in the financial statements in Form AOC-1. The financial statements of the subsidiaries and associaties are available on the website of the Company at the link: www.edelweissfin.com. Any Member interested in obtaining a copy of financial statements of the subsidiaries and associates may write to the Company Secretary at the Registered Office of the Company.
The Board at its meeting held on May 13, 2022 approved the Scheme of Arrangement between the Company and Edelweiss Securities Limited (ESL/Resulting Company) and their respective shareholders and creditors (the Scheme) under Sections 230 to 232 read with Section 52 and other applicable provisions of the Companies Act, 2013 (the Act). The Scheme provides for demerger, transfer and vesting of the Demerged Undertaking (as defined in the Scheme) from the Company into the Resulting Company on a going concern basis. The equity shareholders of the Company will receive the equity shares of ESL in the manner as provided in the Scheme.
The Scheme is subject to the approval of the shareholders, creditors and regulatory authorities. Subject to receipt of necessary approvals, the equity shares of ESL would be listed on the stock exchanges.
During the year under review, the Company issued Non-convertible Debentures (NCDs) through public issue which are listed on BSE Limited. Your Company also raised money by issue of NCDs on private placement basis.
LOANS, INVESTMENTS AND GUARANTEES
Particulars of loans given, investments made, guarantees given and securities provided are reported in the financial statements.
All the Related Party Transactions entered by the Company are on arm''s length and in the ordinary course of business. The Company has not entered into transactions with the Promoters, Directors and Key Managerial Personnel, which may have potential conflict of interest with the Company.
In accordance with the provisions of the Listing Regulations, the Company has formulated the Related Party Transactions Policy, which is available on the website of the Company at www.edelweissfin.com.
Particulars of contracts or arrangements with the related parties as prescribed in Section 188 of the Act is provided in the financial statements in Form AOC-2. All the Related Party Transactions as required under the applicable Accounting Standards are reported in the financial statements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) Independent Directors
In accordance with the provisions of Section 149 of the Act, the Independent Directors have given a declaration that they meet the criteria of independence as provided in the said Section and also in terms of the Listing Regulations. In the opinion of the Board, the Independent Directors are persons of integrity and possess relevant expertise, experience and proficiency.
Mr. Berjis Desai (DIN: 00153675) resigned as an Independent Director of the Company w.e.f. November 6, 2021, due to his other professional commitments. Mr. Desai has confirmed that there were no material reasons for his resignation other than reason mentioned herein. The Board places on record its sincere appreciation of the services rendered by Mr. Desai during his tenure as an Independent Director of the Company.
Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board has, subject to the approval of the Members, re-appointed Mr. Ashok Kini (DIN: 00812946) and Dr. Ashima Goyal (DIN: 00233635) as Independent Directors of the Company for the second term of 5 years with effect from April 1, 2022. The Members vide the Postal Ballot on April 26, 2022, approved their re-appointment.
(ii) Managing Director and Executive Directors
Mr. Rashesh Shah (DIN: 00008322) and Mr. Venkatchalam Ramaswamy (DIN: 00008509) were re-appointed as the Managing Director and Executive Director of the Company, respectively, at the 26th Annual General Meeting held on September 3, 2021, for a period of 5 years effective from April 1, 2022.
(iii) Retirement by rotation
Mr. Rashesh Shah (DIN: 00008322) and Mr. Rujan Panjwani (DIN: 00237366) retire by rotation at the forthcoming Annual General Meeting and, being eligible, have offered themselves for re-appointment.
(iv) Key Managerial Personnel (KMP)
Mr. Sarju Simaria resigned as the Chief Financial Officer of the Company with effect from February 28, 2022 and Ms. Ananya Suneja was appointed as the Chief Financial Officer of the Company with effect from March 1, 2022. Some of the KMPs of the Company are also the KMPs of the subsidiaries and draw remuneration from those subsidiaries.
During the year ended March 31, 2022, the Board met 5 times. The details of the Board meetings and the attendance of the Directors at the meetings are provided in the Corporate Governance Report, which forms part of this Report.
The Company has formulated a Remuneration Policy pursuant to Section 178 of the Act and the Listing Regulations. The Policy is provided as Annexure II to this Report.
EVALUATION OF THE PERFORMANCE OF THE BOARD
A Board Evaluation Policy (the Policy) for evaluating the performance of the Board, its Committees, the Chairman, the Managing Director, the Executive Directors, the Non-executive Directors and the Independent Directors has been adopted by the Company.
The Policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, relationship with the stakeholders, corporate governance practices, review of the terms of reference of the Committees and the contribution of the Committees to the Board in discharging its functions, etc.
A separate meeting of the Independent Directors was held wherein the performance of the Non-Independent Directors, performance of the Board as a whole (including the Committees) and also that of the Chairman in terms of the provisions of the Act, the Listing Regulations and the Guidance Note issued by the Securities and Exchange Board of India in this regard was discussed.
INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
The Company has in place adequate internal financial controls with reference to financial statements. The Company''s internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with the laws and regulations. The internal control system is also supported by an internal audit process.
M/s. JHS & Associates LLP, Chartered Accountants, were appointed as Internal Auditors of your Company for the financial year 2021-22.
Risk management is an integral part of the Company''s business strategy that seeks to minimise adverse impact on business objectives and capitalise on opportunities. The Risk Committee oversees the risk management framework of the Company through regular and proactive intervention by identifying risks and formulating mitigation plans. Further details are provided in the Management Discussion and Analysis Section forming part of this Report.
The Audit Committee comprises of the following Independent Directors:
Mr. P. N. Venkatachalam (Chairman)
Mr. Biswamohan Mahapatra Mr. Kunnasagaran Chinniah Mr. Ashok Kini.
Further details of the Audit Committee are provided in the Corporate Governance Report which forms part of this Report.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy to report genuine concerns/grievances. The Policy is available on the website of the Company at the link: www.edelweissfin.com.
The Policy provides for adequate safeguards against the victimisation of the persons who use the vigil mechanism. The vigil mechanism is overseen by the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Board has constituted the Corporate Social Responsibility (CSR) Committee in accordance with the provisions of the Act. The CSR Committee comprises of:
Mr. Venkatchalam Ramaswamy (Chairman)
Mr. Himanshu Kaji Executive Directors
Mr. Rujan Panjwani
Mr. P. N. Venkatachalam Independent Director.
The Company has made contributions under CSR mainly through its philanthropic arm EdelGive Foundation, a wholly owned subsidiary. The CSR Projects of the Company largely focuses on the broad areas such as sustainable livelihood, quality education, women empowerment etc.
The CSR Report on the activities undertaken during the year is provided as Annexure III to this Report. The CSR Policy is available on the website of the Company at the link: www.edelweissfin.com.
At the 23rd AGM held on July 26, 2018, the Members had appointed M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/ E300005), as the Auditors of the Company for a term of 5 years to hold office until the conclusion of the 28th AGM to be held in the year 2023. The Auditors'' Report on the financial statements for the year ended March 31, 2022 is unmodified and is annexed to the financial statements.
M/s. BNP & Associates, Company Secretaries, were appointed as the Secretarial Auditors to conduct the Secretarial Audit for the financial year ended March 31, 2022. The Report of the Secretarial Auditors is provided as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimer.
As required under the Listing Regulations, the Secretarial Audit Report of Edelweiss Tokio Life Insurance Company Limited, the Material Unlisted Subsidiary of the Company, for the year ended March 31, 2022, forms part of this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimer.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace. No cases were reported during the year under review. There were no complaints pending as on March 31, 2022. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO
A. Conservation of energy
i. The steps taken or impact on conservation of energy - The operations of the Company are not energy intensive. However, adequate measures have been taken for conservation of energy wherever possible.
ii. The steps taken by the Company for utilising alternate sources of energy - Though the operations of the Company are not energy intensive, the Company explores alternative sources of energy, as and when the necessity arises.
iii. The capital investment on energy conservation equipments - Nil
B. Technology absorption
i. The efforts made towards technology absorption - The Company extensively uses the information technology in its operations and has absorbed the technology required in this regard.
ii. The benefits derived like product improvement, cost reduction, product development or import substitution - The Company has leveraged the technology to reach out to its customer in the difficult times of pandemic.
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):
(a) the details of technology imported: Not Applicable
(b) the year of import: Not Applicable
(c) whether the technology has been fully absorbed: Not Applicable
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable
iv. The expenditure incurred on Research and Development - Not Applicable.
C. Foreign exchange earnings and outgo
During the year under review, the Company earned foreign exchange of '' 56.75 million (previous year: '' 550.16 million) and there was outgo of foreign exchange of '' 19.48 million (previous year: '' 16.74 million).
i) There are no significant material changes and commitments affecting the financial position of the Company that occured between the end of financial year and the date of this Report except as mentioned under the heading Scheme of Arrangement in this Report.
ii) There has been no change in the nature of business of the Company.
iii) There was no revision in the financial statements of the Company.
iv) There was no application made or proceeding pending against the Company under the Insolvency and Bankruptcy Code, 2016. There was no instance of onetime settlement with any Bank/Financial Institution in respect of loan taken by the Company.
v) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
vi) No fraud has been reported by the Auditors to the Audit Committee and the Board.
vii) Disclosure pertaining to maintenance of cost records as specified under the Act is not applicable to the Company.
viii) The Company has not issued equity shares with differential voting rights as to dividend, voting or otherwise.
ix) The Company has not accepted any deposits covered under Chapter V of the Act.
x) The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
Pursuant to Sections 92 and 134 of the Act, the Annual Return as at March 31, 2022 in Form MGT-7, is available on the website of the Company at the link: www.edelweissfin.com.
DISCLOSURE UNDER SECTION 197 OF THE ACT
In accordance with the provisions of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of the employees are set out in the annexure to this Report. In terms of the provisions of Section 136 of the Act, the Report is being sent to the Members of the Company excluding the annexure. Any Member interested in obtaining a copy of the annexure may write to the Company Secretary at the Registered Office of the Company.
Further, disclosures on managerial remuneration as required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure V to this Report.
Pursuant to the Listing Regulations, the Report on Corporate Governance together with the certificate issued by M/s. BNP & Associates, Company Secretaries, on compliance with the conditions of Corporate Governance during the financial year ended March 31, 2022 is provided in Annexure VI and forms part of this Report.
BUSINESS RESPONSIBILITY REPORT
A Business Responsibility Report for the financial year ended March 31, 2022, pursuant to the Listing Regulations is provided in Annexure VII and forms part of this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Act, the Directors confirm that:
i) in the preparation of the annual accounts, the applicable accounting standards have been followed;
ii) such accounting policies have been selected 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 as at March 31, 2022 and the profits of the Company for the financial year ended on that date;
iii) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis;
v) internal financial controls have been laid down and the same are adequate and were operating effectively; and
vi) proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Board acknowledges the valuable guidance and continued support extended by the Securities and Exchange Board of India, the Reserve Bank of India, Stock Exchanges, Insurance Regulatory and Development Authority of India, Ministry of Corporate Affairs, other government authorities, Banks and other stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.
For and on behalf of the Board Edelweiss Financial Services Limited
Rashesh Shah Chairman & Managing Director
Mumbai, May 27, 2022 DIN: 00008322
Mar 31, 2019
The Directors hereby present the 24th Annual Report on the business, operations and state of affairs of the Company together with the audited financial statements for the year ended March 31, 2019.
FINANCIAL HIGHLIGHTS
I. Consolidated Financial Performance: (Rs. in million)
2018-19 |
2017-18 |
|
Total Revenue |
1,08,775.54 |
89,208.42 |
Total Expenses |
91,380.43 |
75,707.24 |
Profit before share in profit / (loss) of associates and tax |
17,395.11 |
13,501.18 |
Share in profit / (loss) of associates |
41.99 |
(12.07) |
Profit before tax |
17,437.10 |
13,489.11 |
Tax expense |
6,993.41 |
5,118.57 |
Profit for the year |
10,443.69 |
8,370.54 |
Other Comprehensive Income |
573.35 |
(323.55) |
Total Comprehensive Income |
11,017.04 |
8,046.99 |
Profit for the year attributable to |
||
Owners of the parent |
9,951.66 |
8,631.83 |
Non-controlling interests |
492.03 |
(261.29) |
Other Comprehensive Income for the year attributable to |
||
Owners of the parent |
384.13 |
(156.50) |
Non-controlling interests |
189.22 |
(167.05) |
Total Comprehensive Income for the year attributable to |
||
Owners of the parent |
10,335.79 |
8,475.33 |
Non-controlling interests |
681.25 |
(428.34) |
Earnings per share (Face value Rs. 1 each) |
||
Basic |
11.28 |
10.46 |
Diluted |
11.09 |
10.12 |
II. Standalone Financial Performance:
(Rs. in million)
2018-19 |
2017-18 |
|
Total Revenue |
3,203.75 |
4,401.36 |
Total expenses |
2,144.48 |
2,672.41 |
Profit before tax |
1,059.27 |
1,728.95 |
Tax expenses |
30.49 |
346.31 |
Profit for the year |
1,028.78 |
1,382.64 |
Other Comprehensive Income |
0.82 |
4.00 |
Total Comprehensive Income |
1,029.60 |
1,386.64 |
Earnings Per Share Rs. (Face Value of Rs. 1/- each) |
||
(1) Basic |
1.17 |
1.68 |
(2) Diluted |
1.15 |
1.62 |
(figures are represented in Ind-AS) |
DIVIDEND
During the year under review, your Directors declared and paid an interim dividend of Rs. 1.10 per Equity Share on the face value of Rs. 1 each.
The Board has also recommended a final dividend of Rs. 0.30 per Equity Share on the face value of Rs. 1 each for the financial year ended March 31, 2019.
The payment of the final dividend is subject to declaration by the Members at the ensuing Annual General Meeting (AGM) scheduled to be held on Thursday, July 25, 2019 and shall be paid to those Members whose names appear in the Register of Members of the Company as on July 18, 2019. The Register of Members and the share transfer books will remain closed from July 19, 2019 to July 24, 2019 (both days inclusive).
Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company has adopted a Dividend Distribution Policy, which is provided as Annexure I to this Report and is available on the website of the Company at the link: https:// www.edelweissfin.com/documents/30595/209699/ EFSL%20Dividend%20Distribution%20Policy.pdf
SHARE CAPITAL
During the year under review, 1,71,70,637 Equity Shares of face value of Rs. 1 each were allotted on exercise of the Options granted under various Employee Stock Incentive Plans of the Company.
Consequently, as at March 31, 2019, the total paid-up share capital of the Company stood at Rs. 932.67 million divided into 93,26,69,564 Equity Shares of Rs. 1 each.
The disclosures with regard to the Employee Stock Options as required under the SEBI (Share Based Employee Benefits) Regulations, 2014 is available on the website of the Company at the link:https:// www.edelweissfin.com/web/edelweiss/annual-reportsRs.param=annualReport.
The Company has also introduced Edelweiss Employees Stock Appreciation Rights Plan, 2019 which was approved by the Members of the Company on May 2, 2019 issued vide Notice (Postal Ballot) dated March 26, 2019.
INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY
Information on the operational and financial performance, amongst others, is given in the Management Discussion and Analysis Report, forming part of this Annual Report, and is in accordance with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
ABRIDGED FINANCIAL STATEMENTS
In terms of the provisions of Section 136 of the Companies Act, 2013, the abridged Financial Statements as at March 31, 2019 and the Auditorsâ Report on the Financial Statements form part of the Annual Report. Full version of the Annual Report is available on the website of the Company at the link: https://www.edelweissfin.com/web/ edelweiss/annual-reportsRs.param=annualReport and will be made available to the Members of the Company on request.
SUBSIDIARIES & ASSOCIATES
During the year under review, the following companies ceased to be subsidiaries of the Company with effect from February 18, 2019 on account of their merger with Edelweiss Rural & Corporate Services Limited (formerly known as Edelweiss Commodities Services Limited), a subsidiary of the Company:
- Edelweiss Business Services Limited
- Edelweiss Agri Value Chain Limited
- EFSL Comtrade Limited
- Edelweiss Fund Advisors Private Limited
- Edelweiss Capital Markets Limited
Edelweiss Multi Strategy Funds Management Private Limited ceased to be a subsidiary w.e.f. February 01, 2019 on account of its merger with Edelweiss Asset Management Company Limited, a subsidiary of the Company.
Edelweiss India Capital Management, Mauritius ceased to be subsidiary w.e.f. October 12, 2018.
Allium Finance Private Limited, which was hitherto an Associate Company, became a subsidiary of the Company w.e.f. December 5, 2018 and Lichen Metals Private Limited became a subsidiary of the Company w.e.f. December 31, 2018.
The salient features of the financial statement of each of the subsidiaries and the associates as required under the Companies Act, 2013 is provided in the consolidated financial statement in Form AOC-1. The financial statements of the subsidiary companies are available on the website of the Company at the link:https:// www.edelweissfin.com/web/edelweiss/annual-reportsRs.param=annualReport. Any member interested in obtaining a copy of financial statement of the subsidiaries may write to the Company Secretary, at the Registered Office of the Company.
LOANS, INVESTMENTS AND GUARANTEES
Particulars of loans given, investments made, guarantees given and securities provided, if any, are reported in the financial statements.
RELATED PARTY TRANSACTIONS
Particulars of contracts or arrangements with the related parties as referred to in Sub-Section (1) of Section 188 of the Companies Act, 2013 and forming part of this Report is provided in the financial statements in Form AOC-2. All the Related Party Transactions as required under Ind AS-24 are reported in the Notes to the financial statement.
In accordance with the provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has formulated the Related Party Transactions Policy, which is available on the website of the Company at the link: https://www.edelweissfin.com/ documents/30595/209699/Related%20Party%20 Transactions%20Policy.pdf.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) Independent Directors
Mr. Biswamohan Mahapatra (DIN: 06990345) was re-appointed as an Independent Director of the Company at the Annual General Meeting (AGM) held on July 26, 2018, to hold office for a period of five years.
Mr.SanjivMisra (DIN: 03511635) resigned as an Independent Director w.e.f. January 24, 2019 due to his other compelling commitments and time constraints. The Board placed on record its appreciation for the valuable contribution and the services rendered by him during his tenure as an Independent Director.
The Board of Directors, on the recommendation of Nomination and Remuneration Committee (NRC) and in accordance with provisions of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, appointed Mr. Ashok Kini (DIN: 00812946), Dr. Ashima Goyal (DIN: 00233635) and Ms. Anita M. George (DIN: 00441131) as Additional Directors on the Board w.e.f. April 1, 2019. They shall hold office as Additional Directors upto the date of the ensuing AGM.
Further, the Board has appointed Mr. Ashok Kini (DIN: 00812946) and Dr. Ashima Goyal (DIN:00233635) as Independent Directors w.e.f. April 1, 2019 for a period of 3 years, subject to the approval by the Members at the ensuing AGM.
Ms. Anita M. George (DIN: 00441131) who was appointed as Additional Director (Independent) w.e.f. April 1, 2019 has been re-designated as a Non-Executive Non-Independent Director w.e.f. May 14, 2019.
The aforesaid appointments have been included in the Notice convening the ensuing AGM for approval of the Members.
In accordance with the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have given a declaration that they meet the criteria of independence as provided in the said Section and also in terms of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
(ii) Executive Director
Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors, at their Meeting held on May 14, 2019, had, subject to the approval of the Members, re-appointed Mr. Himanshu Kaji (DIN: 00009438) as an Executive Director for a term of five years w.e.f. November 1, 2019. The necessary resolution in this regard is being placed for the approval of the Members at the ensuing AGM.
(iii) Other Directors
Mr. Rashesh Shah (DIN: 00008322) and Mr. V enkatchalamRamaswamy(D IN:00008509) retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment.
(iv) Key Managerial Personnel
There was no change in the Key Managerial Personnel (KMPs) during the year under review. Some of the KMPs of the Company are also the KMPs of the subsidiaries and draw remuneration from those subsidiaries.
NUMBER OF BOARD MEETINGS HELD
During the year ended March 31, 2019, the Board met 6 times.
REMUNERATION POLICY
The Company has formulated a Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is provided as Annexure II to this Report.
EVALUATION OF THE PERFORMANCE OF THE BOARD
A Board Evaluation Policy (the Policy) for evaluating the performance of the Board, its Committees, the Chairman, the Managing Director, the Executive Directors, the Non-Executive Directors and the Independent Directors has been adopted by the Company.
The Policy inter alia provides for the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, relationship with the stakeholders, corporate governance practices, review of the terms of reference of the Committees and the contribution of the Committees to the Board in discharging its functions, etc.
A separate meeting of the Independent Directors was held during the year under review wherein, the Independent Directors evaluted the performance of the Non-Independent Directors, performance of the Board as a whole and also that of the Chairman in terms of the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
The Company has in place adequate internal financial controls with reference to the financial statements. The Companyâs internal control system is designed to ensure operational efficiency, protection and conservation of resources, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process.
Risk management is an integral part of the Companyâs Business Strategy that seeks to minimize adverse impact on business objectives and capatalise on opportunities. The Risk Committee oversees the risk management framework of the Company through regular and proactive intervention by identifying risks and formulating mitigation plans. Also refer to the Management Discussion and Analysis Section.
AUDIT COMMITTEE
The Audit Committee presently comprises of:
Mr. P. N. Venkatachalam (Chairman) Independent
Mr. Berjis Desai
Mr. Biswamohan Mahapatra
Mr. Kunnasagaran Chinniah Directors
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy for the employees to report genuine concerns / grievances. The Policy is available on the website of the Company at the link: https:// www.edelweissfin.com/documents/30595/0/ WhistleBlowerPolicy.pdf.
The Policy provides for adequate safeguards against the victimisation of the employees who use the vigil mechanism. The vigil mechanism is overseen by the Audit Committee.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee in accordance with the provisions of the Companies Act, 2013. The CSR Committee presently comprises of:
Mr. Venkatchalam Ramaswamy (Chairman) Executive
Mr. Himanshu Kaji Directors
Mr. Rujan Panjwani
Mr. P. N. Venkatachalam Independent Director
The Company has made contributions under Corporate Social Responsibility mainly through its philanthropic arm Edelgive Foundation. The CSR Projects of the Company largely focus on the following broad areas viz. sustainable livelihood, quality education, women empowerment etc.
CSR REPORT
The CSR Report on the activities undertaken during the year is annexed to the Boardâs Report as Annexure III. The CSR Policy is available on the website of the Company at the link: https://www. edelweissfin.com/documents/30595/209699/ CSR%20Policy.pdf.
AUDITORS
At the 23rd Annual General Meeting of the Company held on July 26, 2018, the Members had appointed M/s. S. R. Batliboi & Co. LLP (Firm Registration No. 301003E/E300005), as the Auditors of the Company for a term of 5 years to hold office until the conclusion of the 28th AGM to be held in the year 2023.
The Auditorsâ Report annexed to the financial statements for the year under review does not contain any qualification, reservation, adverse remark or disclaimer.
SECRETARIAL AUDIT REPORT
M/s. BNP & Associates, Company Secretaries, were appointed as the Secretarial Auditors, to conduct the Secretarial Audit for the financial year ended March 31, 2019. The Report of the Secretarial Auditor is provided as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report of Edelweisss Tokio Life Insurance Company Limited, the Material Unlisted Subsidiary of the Company for the year ended March 31, 2019 is provided as Annexure IV-A to this Report.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace. No cases were reported during the year under review. There were no complaints pending as on March 31, 2019. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO
A. Conservation of energy
i. The steps taken or impact on conservation of energy - The operations of your Company are not energy intensive. However, adequate measures have been initiated for conservation of energy wherever possible.
ii. The steps taken by the Company for utilising alternate sources of energy - though the operations of the Company are not energy intensive, the Company explores alternative sources of energy, as and when the necessity arises.
iii. The capital investment on energy conservation equipments - Nil
B. Technology absorption
i. The efforts made towards technology absorption - The minimum technology required for the business has been absorbed.
ii. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology has been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
iv. The expenditure incurred on Research and Development - Not Applicable.
C. Foreign exchange earnings and outgo
Foreign exchange earnings and outgo (including dividend) during the year under review were Rs. 118.68 million (previous year Rs. 189.74 million) and Rs. 52.77 million (previous year Rs. 56.63 million) respectively.
OTHERS
No disclosure is required in respect of the details relating to the deposits covered under Chapter V of the Companies Act, 2013, as the Company has not accepted any deposit. There was no significant or material order passed by any regulator or court or tribunal which would impact the status of the Company as a going concern and the operations in future. The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.
ANNUAL RETURN
In accordance with the provisions of the Companies Act, 2013 and the Rules framed thereunder, the extract of the Annual Return in Form MGT- 9, annual return for the financial year 2017-18 and 2018-19 are available on the website of the Company at the link: https:// www.edelweissfin.com/web/edelweiss/annual-reportsRs.param=annualReport.
DISCLOSURE UNDER SECTION 197 OF THE COMPANIES ACT, 2013
The information as required under Section 197 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Annual Report.
Disclosures as required under Rule 5(1) of the aforesaid Rules are provided as Annexure V to this Report. In terms of the provisions of Section 136 of the Act, any member interested in obtaining a copy of information under Rule 5(2) of the aforesaid Rules, may write to the Company Secretary, at the Registered Office of the Company.
CORPORATE GOVERNANCE
Pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance together with the certificate issued by M/s. BNP & Associates, Company Secretaries, on compliance in this regard forms part of this Annual Report.
A Business Responsibility Report pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is provided as Annexure VI to this Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, the Directors confirm that:
i) in the preparation of the annual accounts, the applicable accounting standards have been followed;
ii) such accounting policies have been selected and applied 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 as at March 31,2019 and the profits of the C ompany for the financial year ended on that date;
iii) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis;
v) internal financial controls have been laid down and the same are adequate and were operating effectively; and
vi) proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
The Board of Directors places on record their gratitude for the valuable guidance and continued support extended by the Securities and Exchange Board of India, the Reserve Bank of India, Stock Exchanges, Insurance Regulatory and Development Authority of India, Ministry of Corporate Affairs, other Government Authorities, Banks and other Stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.
For and on behalf of the Board of Directors
Edelweiss Financial Services Limited
Rashesh Shah
Chairman, Managing Director & CEO
DIN:00008322
May 14, 2019
Mar 31, 2018
To the Members of Edelweiss Financial Services Limited,
The Directors hereby present their 23rd Annual Report on the business, operations and state of affairs of the Company together with the audited financial statements for the year ended March 31, 2018:
FINANCIAL HIGHLIGHTS
I. Consolidated Financial Performance:
(Rs. in million)
2017-18 |
2016-17 |
|
Total Income |
86,225.46 |
66,335.97 |
Total Expenditure |
72,003.81 |
56,756.32 |
Profit before tax |
14,221.65 |
9,579.65 |
Provision for tax |
5,598.52 |
3,947.28 |
Profit after tax |
8,623.13 |
5,632.37 |
Add: Share of Minority Interest |
278.17 |
460.69 |
Profit for the year after Minority interest |
8,901.30 |
6,093.06 |
Add: Surplus brought forward from previous year |
13,034.78 |
11,179.08 |
Add/(Less): Effect of changes in Groupâs interest |
(4.28) |
(310.52) |
Profit available for appropriation: |
21,931.80 |
16,961.62 |
Less: Appropriations |
||
Final Dividend for Financial Year 2016-17 |
255.92 |
- |
Interim Dividend on Equity Shares |
957.28 |
832.21 |
Dividend on Preference Shares |
85.40 |
82.88 |
Transfer to Reserves |
3,466.52 |
2,784.53 |
Dividend Distribution Tax |
224.04 |
227.22 |
Surplus carried to the Balance Sheet |
16,942.64 |
13,034.78 |
Earnings per Equity Share (Face Value - Rs.1/-) |
||
Basic (Rs.) |
10.11 |
7.26 |
Diluted (Rs.) |
9.80 |
6.92 |
II. Standalone Financial Performance:
(Rs. in million)
2017-18 |
2016-17 |
|
Total Income |
4,398.28 |
4,504.65 |
Total Expenditure |
2,612.26 |
3,068.76 |
Profit before tax |
1,786.02 |
1,435.89 |
Provision for tax |
359.42 |
145.83 |
Profit after tax |
1,426.60 |
1,290.06 |
Add: Surplus brought forward from previous year |
1,436.33 |
982.61 |
Profit available for appropriation |
2,862.93 |
2,272.67 |
Less: Appropriations |
||
Final Dividend for Financial Year 2016-17 |
255.92 |
- |
Interim Dividend |
957.28 |
832.21 |
Dividend Distribution Tax |
33.31 |
4.13 |
Surplus carried to the Balance Sheet |
1,616.42 |
1,436.33 |
Earnings per Equity Share (Face Value - Rs.1/-) |
||
Basic (Rs.) |
1.64 |
1.56 |
Diluted (Rs.) |
1.59 |
1.49 |
DIVIDEND
During the year under review, your Directors declared and paid an interim dividend of Rs.1.05 per Equity Share (on the face value of Rs.1 each). The Board has recommended a final dividend of Rs.0.30 per Equity Share (on the face value of Rs.1 each) for the financial year ended March 31, 2018.
The payment of the final dividend is subject to declaration by the members at the ensuing Annual General Meeting (AGM) and shall be paid to those members whose names appear in the Register of Members of the Company as on July 19, 2018. The Register of Members and the share transfer books will remain closed from July 20, 2018 to July 25, 2018 (both days inclusive). The AGM of the Company is scheduled to be held on July 26, 2018.
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company have adopted a Dividend Distribution Policy, which is available on the website of the Company at the link:https:// edelweissfin.com/documents/30595/0/ EFSLDividendDistributionPolicy.pdf
SHARE CAPITAL
During the year under review, 54,562,488 Equity Shares of Rs.1 each at a Price of Rs.280 per Equity Share aggregating to Rs.15,277.50 million were allotted under the Qualified Institutions Placement and 28,367,350 Equity Shares of Rs.1 each were allotted on exercise of the Options granted under various Employee Stock Option Schemes of the Company.
Consequently, as at March 31, 2018, the paid-up share capital of the Company stood at Rs.915.50 million divided into 915,498,927 Equity Shares of Rs.1 each.
The Company enjoys high credit rating from the Rating Agencies. The credit ratings reflect the Companyâs financial discipline and prudence.
The disclosures with regard to the Employee Stock Options as required under the SEBI (Share Based Employee Benefits) Regulations, 2014 is available on the website of the Company at the link: https://www.edelweissfin.com/web/edelweiss/investor-relation/annual-and-other-reports
INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY
Information on the operational and financial performance, among others, is given in the Management Discussion and Analysis Report annexed to this Report and is in accordance with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
ABRIDGED FINANCIAL STATEMENTS
In terms of the provisions of Section 136 of the Companies Act, 2013, the abridged financial statements as at March 31, 2018 and the Auditorsâ Report on the abridged Financial Statements forms part of the Annual Report. Full version of the Annual Report is available on the website of the Company at the link: https://www.edelweissfin.com/web/edelweiss/ investor-relation/annual-and-other-reports and will also be made available to the members of the Company on request.
SUBSIDIARIES & ASSOCIATES
During the financial year ended March 31, 2018, Alternative Investment Market Advisors Private Limited became a subsidiary.
The following companies ceased to be subsidiaries during the year ended March 31, 2018:
- Cross Border Synergy Pte. Ltd. (formerly Edelweiss Commodities Pte. Ltd.)
- EW SBI Crossover Advisors LLC
- Edelweiss Tarim Urunleri Anonim Sirketi
The following companies ceased to be subsidiaries with effect from April 21, 2018:
- Eternity Business Centre Limited
- Olive Business Centre Limited
- Burlington Business Solutions Limited
- Auris Corporate Centre Limited
- Serenity Business Park Limited
Edel Commodities Limited and EFSL Trading Limited ceased to be subsidiaries with effect from May 4, 2018.
Aeon Credit Service India Private Limited, ceased to be an associate of the Company during the year ended March 31, 2018.
The salient features of the financial statement of each of the subsidiaries and the associates as required under the Companies Act, 2013 is provided in the consolidated financial statement. The financial statements of the subsidiary companies is available on the website of the Company at the link: https://edelweissfin.com/ web/edelweiss/investor-relation/financials-of-subsidiaries. Any member interested in obtaining a copy of financial statement of the subsidiaries may write to the Company Secretary, at the Registered Office of the Company.
LOANS, INVESTMENTS AND GUARANTEES
Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial statements.
RELATED PARTY TRANSACTIONS
Particulars of contracts or arrangements with the related parties as referred to in sub-section (1) of Section 188 and forming part of this report is provided in the financial statement. All the Related Party Transactions as required under AS-18 are reported in the Notes to the financial statement.
In accordance with the provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has formulated the Related Party Transactions Policy (the Policy). The Policy is available on the website of the Company at the link: https://edelweissfin.eom/documents/30595/0/RelatedPartyTransactionsPolicy.pdf.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) Independent Directors
Mr. P. N. Venkatachalam, Mr. Berjis Desai, Mr. Sanjiv Misra, Mr. Navtej S. Nandra, and Mr. Kunnasagaran Chinniah were re-appointed as Independent Directors of the Company at the AGM held on August 2, 2017, to hold office till the conclusion of the 27th AGM to be held in the year 2022.
Mr. Sunil Mitra did not offer himself for re-appointment for a second term at the AGM held on August 2, 2017.
Mr. Biswamohan Mahapatra holds office as an Independent Director till the conclusion of the ensuing AGM. Mr. Mahapatra has offered himself for re-appointment for a second term of 5 years from the conclusion of this AGM till the conclusion of the 28th AGM to be held in the year 2023.
In accordance with the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have given a declaration that they meet the criteria of independence as provided in the said Section and in terms of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
(ii) Executive Directors
The members at the AGM held on August 2, 2017 re-appointed Mr. Rashesh Shah as the Managing Director & CEO and Mr. Venkatchalam Ramaswamy as an Executive Director for a period of 5 years w.e.f. April 1, 2017.
(iii) Other Directors
Ms. Vidya Shah and Mr. Himanshu Kaji retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment.
(iv) Change in Key Managerial Personnel
There was no change in the Key Managerial Personnel (KMPs) during the year under review. Some of the KMPs of the Company are also the KMPs of the subsidiaries and draw remuneration from those subsidiaries.
NUMBER OF BOARD MEETINGS HELD
During the year ended March 31, 2018, the Board met 5 times.
REMUNERATION POLICY
The Company has formulated a Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is provided as Annexure I to this Report.
EVALUATION OF THE PERFORMANCE OF THE BOARD
A Board Evaluation Policy (the Policy) for evaluating the performance of the Board, Chairman, Managing Director, Executive Directors, Non-executive Directors, Independent Directors and the Committees has been adopted by the Company.
The Policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, relationship with the stakeholders, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc.
A meeting of the Independent Directors was held during the year under review. An evaluation was carried out based on the Policy and the parameters on the performance evaluation as laid down in the Guidance Note issued by the SEBI.
INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT
The Company has in place adequate internal financial control with reference to financial statement and the Risk Management Committee of the Board of Directors of the Company has formulated and implemented a Risk Management Policy for the Company.
AUDIT COMMITTEE
The Audit Committee presently comprises of:
Mr. P. N. Venkatachalam (Chairman)
Mr. Berjis Desai
Independent
Mr. Sanjiv Misra
Director
Mr. Biswamohan Mahapatra Mr. Kunnasagaran Chinniah
(w.e.f. May 3, 2018)
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee presently comprises of:
Mr. Venkatchalam
Ramaswamy (Chairman)
, - ExecutiveDirector
Mr. Himanshu Kaji
Mr. Rujan Panjwani
Mr. P. N. Venkatachalam ]- Independent Director
The CSR Policy of the Company is available on the website of the Company at the link: https://edelweissfin.eom/documents/30595/0/ CSRPolicy.pdf.
Further details in this regard are provided in the Annexure II to this Report.
AUDITORS
In accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder (âthe Actâ), M/s. Price Waterhouse, Chartered Accountants LLP (PwC), was appointed as the Auditors of the Company at the 22nd Annual General Meeting (AGM) held on August 2, 2017, to hold office till the conclusion of the 27th AGM. PwC has since tendered its resignation as the Auditors of the Company vide letter dated May 22, 2018, resulting in casual vacancy in the office of the Auditors.
The Board has recommended to the Members the appointment of M/s. S. R. Batliboi & Co. LLP (SRB), as the Auditors of the Company:
(a) to fill the casual vacancy caused by the resignation of PwC and to hold the office up to the conclusion of this AGM; and
(b) for a period 5 years from the conclusion of this AGM till the conclusion of the 28th AGM of the Company to be held in the year 2023.
SRB has confirmed its eligibility to act as the Auditors of the Company.
SECRETARIAL AUDIT
M/s. BNP & Associates, Practicing Company Secretaries, was appointed as the Secretarial Auditor, to conduct the Secretarial Audit for the financial year ended March 31, 2018. The Report of the Secretarial Auditor is provided as Annexure III to this Report.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace. No case was reported during the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO
A. Conservation of energy
i. The steps taken or impact on conservation of energy - The operations of your Company are not energy intensive. However, adequate measures have been initiated for conservation of energy wherever possible.
ii. The steps taken by the Company for utilising alternate sources of energy -though the operations of the Company are not energy intensive, the Company explore alternative source of energy, as and when the necessity arises.
iii. The capital investment on energy conservation equipments - Nil
B. Technology absorption
i. The efforts made towards technology absorption - The minimum technology required for the business has been absorbed.
ii. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology has been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
iv. The expenditure incurred on Research and Development - Not Applicable.
C. Foreign exchange earnings and outgo
Foreign exchange earnings and outgo (including dividend) during the year under review were Rs.189.74 million (previous year Rs.322.02 million) and Rs.56.63 million (previous year Rs.37.45 million) respectively.
OTHERS
No disclosure is required in respect of the details relating to the deposits covered under Chapter V of the Companies Act, 2013, as the Company has not accepted any deposit. There was no significant or material order passed by any regulator or court or tribunal which would impact the status of the Company as a going concern and the operations in future. The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India.
EXTRACT OF THE ANNUAL RETURN
In accordance with the provisions of Section 92 of the Companies Act, 2013 and the Rules framed thereunder, the extract of the Annual Return in Form MGT - 9 is provided as Annexure IV to this Report.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has a Whistle Blower Policy for the employees to report genuine concerns/ grievances. The Policy is available on the website of the Company at the link: https:// www.edelweissfin.com/documents/30595/0/ WhistleBlowerPolicy.pdf
The Policy provides for adequate safeguards against the victimisation of the employees who use the vigil mechanism. The vigil mechanism is overseen by the Audit Committee.
DISCLOSURE UNDER SECTION 197 OF THE COMPANIES ACT, 2013
The information as required under Section 197 of the Companies Act, 2013 (âthe Actâ) read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Annual Report.
Disclosures as required under Rule 5(1) of the aforesaid Rules are provided as Annexure V to this Report.
In terms of the provisions of Section 136 of the Act, any member interested in obtaining a copy of information under Rule 5(2) of the aforesaid Rules, may write to the Company Secretary, at the Registered Office of the Company.
CORPORATE GOVERNANCE
Pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance together with the certificate issued by M/s. BNP & Associates, Practicing Company Secretaries, on compliance in this regard forms part of this Annual Report.
A Business Responsibility Report pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is provided as Annexure VI to this Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013 (âthe Actâ), the Directors confirm that:
i) in the preparation of the annual accounts, the applicable accounting standards have been followed;
ii) such accounting policies have been selected 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 as at March 31, 2018 and of the profits of the Company for the financial year ended on that date;
iii) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis;
v) internal financial controls have been laid down and the same are adequate and were operating effectively; and
vi) proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
The Board of Directors wish to place on record their gratitude for the valuable guidance and continued support extended by the Securities Exchange Board of India, Reserve Bank of India, Stock Exchanges, Insurance Regulatory and Development Authority of India, Ministry of Corporate Affairs, other government authorities, Banks and other stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.
For and on behalf of the Board of Directors
Edelweiss Financial Services Limited
Rashesh Shah
Chairman, Managing Director & CEO
DIN No.: 00008322
May 23, 2018
Mar 31, 2017
The Directors hereby present their 22nd Annual Report on the business, operations and state of affairs of the Company together with the audited financial statement for the year ended March 31, 2017:
FINANCIAL HIGHLIGHTS
I. Consolidated Financial Performance: (Rs. in million)
2016-17 |
2015-16 |
|
Total Income |
66,335.97 |
53,157.35 |
Total Expenditure |
56,756.32 |
46,969.18 |
Profit before tax |
9,579.65 |
6,188.17 |
Provision for tax |
3,947.28 |
2,353.78 |
Profit after tax |
5,632.37 |
3,834.39 |
Add: Share of Minority Interest |
460.69 |
309.44 |
Profit for the year after Minority Interest |
6,093.06 |
4,143.83 |
Add: Surplus brought forward from previous year |
11,179.08 |
10,833.72 |
Add/(Less): Effect of changes in Groupâs interest |
(310.52) |
441.83 |
Profit available for appropriation |
16,961.62 |
15,419.38 |
Less: Appropriations |
||
Interim Dividend on Equity Shares |
832.21 |
1,019.26 |
Dividend on Preference Shares |
82.88 |
84.09 |
Transfer to Reserves |
2,784.53 |
2,919.92 |
Dividend Distribution Tax |
227.22 |
217.03 |
Surplus carried to the Balance Sheet |
13,034.78 |
11,179.08 |
Earnings per equity share (Face Value - Rs.1/-) |
||
Basic (Rs.) |
7.26 |
5.01 |
Diluted (Rs.) |
6.92 |
4.85 |
II. Standalone Financial Performance of Edelweiss Financial Services Limited:
(Rs. in million)
2016-17 |
2015-16 |
|
Total Income |
4,504.65 |
3,383.41 |
Total Expenditure |
3,068.76 |
1,533.45 |
Profit before tax |
1,435.89 |
1,849.96 |
Provision for tax |
145.83 |
294.02 |
Profit after tax |
1,290.06 |
1,555.94 |
Add: Surplus brought forward from previous year |
982.61 |
481.25 |
Profit available for appropriation |
2,272.67 |
2,037.19 |
Less: Appropriations |
||
Interim Dividend |
832.21 |
1,019.26 |
Dividend Distribution Tax |
4.13 |
35.32 |
Surplus carried to the Balance Sheet |
1,436.33 |
982.61 |
Earnings per equity share (Face Value - Rs.1/-) |
||
Basic (Rs.) |
1.56 |
1.93 |
Diluted (Rs.) |
1.49 |
1.87 |
DIVIDEND
During the year under review, your Directors declared and paid an interim dividend of Rs.1/- per share (on the face value of Rs.1 each). The total outlay on account of interim dividend (including Dividend Distribution Tax) was Rs.836.34 million. The Board has recommended a final dividend of Rs.0.30 per share (on the face value of Rs.1 each) for the financial year ended March 31, 2017. This would entail a payout of Rs.300.61 million including Dividend Distribution Tax.
The payment of the final dividend is subject to declaration by the members at the ensuing Annual General Meeting (AGM) and shall be paid to those members whose names appear in the Register of Members of the Company as on July 24, 2017. The Register of Members and the share transfer books will remain closed from July 24, 2017 to August 1, 2017 both days inclusive. The AGM of the Company is scheduled to be held on August 2, 2017.
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company have adopted a Dividend Distribution Policy and is available on the website of the Company at the link: https://edelweissfin.com/portal/0/documents/ miscellaneous/EFSLDividendDistributionpolicy. pdf.
SHARE CAPITAL
During the year under review 18,532,459 equity shares of Rs.1 each were allotted on exercise of the Options granted under various Employee Stock Option Schemes of the Company. Consequently, as at March 31, 2017, the paid-up share capital of the Company stood at Rs.832.57 million divided into 832,569,089 equity shares of Rs.1 each.
The disclosures with regard to the Stock Options as required under the SEBI (Share Based Employee Benefits) Regulations, 2014 is available on the website of the Company at the link: https://edelweissfin.com/Home/AboutUs/ AnnualReports.aspx
FINANCE
Your Company continued to borrow funds inter alia by issue of Commercial Papers.
The Company enjoys high credit rating from the Rating Agencies. The credit ratings reflect the Companyâs financial discipline and prudence.
INFORMATION ON The State OF AFFAIRS OF THE COMPANY
Information on the operational and financial performance, among others, is given in the Management Discussion and Analysis Report which is annexed to this Report and is in accordance with the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
ABRIDGED FINANCIAL STATEMENTS
In terms of the provisions of Section 136 of the Companies Act, 2013, abridged financial statements as at March 31, 2017 and the Auditorsâ Report on the abridged Financial Statements form part of the Annual Report. Full version of the Annual Report will be available on the website of the Company at the link: https://edelweissfin.com/ Home/AboutUs/AnnualReports.aspx and will also be made available to the members of the Company on request.
SUBISDIARIES
New subsidiaries during the year ended March 31, 2017:
- Edelweiss Asset Reconstruction Company Limited. (Associate till September 15, 2016); and
- Edelweiss Securities (IFSC) Limited;
Companies ceasing to be subsidiaries during the year ended March 31, 2017:
- Edelweiss Metals Limited;
- Edel Commodities Trading Limited;
- Edelweiss Commodities Nigeria Limited; and
- Societe Edelweiss Commodities (Chad) SARL.
The salient features of the financial statement of each of the subsidiaries and associates as required under the Companies Act, 2013 is provided in the consolidated financial statement. The financial statements of the subsidiary companies have been placed on the website of the Company -www.edelweissfin.com. Any member interested in obtaining a copy of financial statement of the subsidiaries may write to the Company Secretary, at the Registered Office of the Company.
Particulars of loans given, investments made, guarantees given and securities provided are provided in the financial statements.
RELATED PARTY TRANSACTIONS
All the Related Party Transactions entered by the Company are on armâs length basis and in the ordinary course of business. the disclosure in this regard forming part of this report is provided in the financial statement. All the Related Party Transactions as required under AS-18 are reported in the Notes to the financial statement.
In accordance with the provisions of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company has formulated the Related Party Transactions Policy (the Policy). The Policy is available on the website of the Company at the link: https://edelweissfin. com/portals/0/documents/miscellaneous/ RelatedPartyTransactionsPolicy.pdf.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
i. Independent Directors
Mr. P. N. Venkatachalam, Mr. Berjis Desai, Mr. Sanjiv Misra, Mr. Navtej S. Nandra, Mr. Kunnasagaran Chinniah and Mr. Sunil Mitra hold office as Independent Directors till the conclusion of the ensuing AGM. Except Mr. Sunil Mitra the aforesaid Directors have offered themselves for re-appointment for a second term of 5 years from the conclusion of this AGM till the conclusion of the 27th AGM to be held in the year 2022.
In accordance with the provisions of Section 149 of the Companies Act, 2013, the Independent Directors h ave given a declaration that they meet the criteria of independence as provided in the said Section and in terms of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.
ii. Other Directors
a. The Board of Directors at their meeting held on February 9, 2017 had subject to the approval of the members, re-appointed Mr. Rashesh Shah as the Managing Director & CEO and Mr. Venkatchalam Ramaswamy as an Executive Director for a period of 5 years w.e.f. April 1, 2017. The necessary resolutions in this regard are being placed for the approval of the members at the ensuing AGM.
b. Mr. Rujan Panjwani retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.
iii. Change in the Directors & Key Managerial Personnel
There was no change in the Directors and Key Managerial Personnel (KMPs) during the year under review. Some of the KMPs of the Company are also the KMPs of the subsidiaries and draw remuneration from those subsidiaries.
NUMBER OF BOARD MEETINGS HELD
During the year ended March 31, 2017, the Board met 4 times.
REMUNERATION POLICY
The Company has formulated a Remuneration Policy pursuant to Section 178 of the Companies Act, 2013 and the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The Policy is provided in Annexure I to this Report.
EVALUATION OF THE PERFORMANCE OF THE BOARD
A Board Evaluation Policy (the Policy) for evaluating the performance of the Board, Chairman, Managing Director, Executive Directors, Independent Directors, Nonexecutive Directors and its Committees has been adopted by the Company.
The Policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion contribution at the meetings, business acumen, strategic thinking, time commitment, relationship with the stakeholders, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc.
A meeting of the Independent Directors was held during the year under review. Based on the Policy and the parameters on the performance evaluation laid down in the Guidance Note issued by SEBI, an evaluation was carried out for the financial year ended march 31, 2017.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial control with reference to financial statement.
AUDIT COMMITTEE
The Audit Committee of the Board of Directors of the Company comprises of the following independent Directors:
Mr. P. N. Venkatachalam - Chairman
Mr. Berjis Desai
Mr. Sanjiv Misra
Mr. Sunil Mitra
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Corporate Social Responsibility Committee presently consists of:
Mr. Venkatchalam Ramaswamy Executive Director
Mr. Himanshu Kaji Executive Director
Mr. Rujan Panjwani Executive Director
Mr. P. N. Venkatachalam Independent Director
The CSR Policy of the Company is available on the website of the Company at the link: https://edelweissfin.com/portals/0/documents/ miscellaneous/CSRPolicy.pdf. Further details in this regard are provided in the Annexure II to this Report.
AUDITORS
In accordance with the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder (the Act), B S R & Associates LLP, Chartered Accountants (BSR) were appointed as the Auditors of the Company at the 19th AGM held on July 25, 2014 to hold office till the conclusion of this AGM.
Therefore, in accordance with the provisions of Section 139 of the Act, the Board has recommended the appointment of Price Waterhouse Chartered Accountants LLP as the auditors of the Company, for the approval of the members at the ensuing AGM. Price Waterhouse Chartered Accountants LLP have confirmed their eligibility to act as the auditors of the Company.
SECRETARIAL AUDIT
The Board had appointed BNP & Associates, Practicing Company Secretaries, as the Secretarial Auditor, to conduct the secretarial audit for the financial year ended March 31, 2017. The Report of the Secretarial Auditor is provided in Annexure III to this Report.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE
The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace. No case was reported during the year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO
A. Conservation of energy
i. The steps taken or impact on conservation of energy - The operations of your Company are not energy intensive. However, adequate measures have been initiated for conservation of energy wherever possible.
ii. The steps taken by the Company for utilising alternate sources of energy - though the operations of the Company are not energy intensive, the Company shall explore alternative source of energy, as and when the necessity arises.
iii. The capital investment on energy conservation equipments - Nil
B. Technology absorption
i. The efforts made towards technology absorption - The minimum technology required for the business has been absorbed.
ii. The benefits derived like product improvement, cost reduction, product development or import substitution - Not Applicable.
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable.
(a) the details of technology imported;
(b) the year of import;
(c) whether the technology has been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
iv. The expenditure incurred on Research and Development - Not Applicable.
C. Foreign exchange earnings and outgo
Foreign exchange earnings and outgo (including dividend) during the year under review were Rs.322.02 million (previous year Rs.174.60 million) and Rs.37.45 million (previous year Rs.39.47 million) respectively.
OTHERS
No disclosure is required in respect of the details relating to the deposits covered under Chapter V of the Companies Act, 2013, as the Company has not accepted any deposit. There were no significant or material order passed by any regulator or court or tribunal which would impact the status of the Company as a going concern and the operations in future.
EXTRACT OF THE ANNUAL RETURN
In accordance with the provisions of Section 92 of the Companies Act, 2013 and the Rules framed thereunder, the extract of the Annual Return in the prescribed Form MGT - 9 is provided in Annexure IV to this Report.
RISK MANAGEMENT
The risk management Committee of the Board of Directors of the Company has formulated and implemented a Risk Management Policy.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has a Whistle Blower Policy for the employee to report genuine concerns/ grievances. The Policy is available on the website of the Company at the link: http://edelweissfin. com/portals/0/documents/miscellaneous/ WhistleBlowerPolicy.pdf. The Policy provides for the adequate safeguards against the victimisation of the employees who use the vigil mechanism. The vigil mechanism is overseen by the audit Committee.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013 (the Act) and the Rules framed thereunder, forms part of this Annual Report. In terms of the provisions of Section 136 & 197 of the Companies Act, the Report and Accounts are being sent to the members of the Company excluding the aforesaid information.
Any member interested in obtaining a copy of this information under Section 197 of the Act, may write to the Company Secretary, at the Registered Office of the Company.
Disclosures as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are provided in Annexure V to this Report.
CORPORATE GOVERNANCE
Pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance together with the certificate issued by BNP & Associates, Practicing Company Secretaries, on compliance in this regard forms part of this Annual Report.
A Business Responsibility Report pursuant to the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is provided in Annexure VI to this Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013 (the Act), your Directors confirm that:
i) in the preparation of the annual accounts, the applicable accounting standards have been followed;
ii) they have 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 as at March 31, 2017 and of the profit of the Company for the financial year ended on that date;
iii) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv) the annual accounts have been prepared on a going concern basis;
v) internal financial controls have been laid down and the same are adequate and were operating effectively; and
vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
The Board of Directors wish to place on record their gratitude for the valuable guidance and continued support extended by the SEBI, RBI, Stock Exchanges, Insurance Regulatory and Development Authority of India, Ministry of Corporate Affairs, Commodity Exchanges, other government authorities, Banks and other stakeholders. Your Directors would also like to take this opportunity to express their appreciation for the dedicated efforts of the employees of the Company.
For and on behalf of the Board of Directors
Edelweiss Financial Services Limited
Rashesh Shah
Chairman, Managing Director & CEO
DIN No.: 00008322
May 17, 2017
Mar 31, 2013
To the Members of Edelweiss Financial ServicesLimited,
The Directors hereby present their 18th Annual Report on the business
and operations of the Company together with the audited
statementofaccountsfortheyearended March31,2013:
Financial Highlights
I. Consolidated Financial Information:
(Rs. in million)
2012-13 2011-12
Total Income 21,840.24 16,706.87
Total Expenditure 19,246.99 14,719.90
Profit before tax 2,593.25 1,986.97
Provision for tax 881.51 680.86
Profit after tax 1,711.74 1,306.11
Less: Share of
Minority Interest (72.87) 28.68
Profit for the year after
Minority interest 1,784.61 1,277.43
Add: Surplus brought
forward from previous year 8,182.50 7,716.86
Less: Disinvestment in a
subsidiary during the year 3.08
Profit available
for appropriation: 9,964.03 8,994.29
Less: Appropriations
Interim Dividend 421.67 226.99
Proposed Dividend 76.74 227.34
Transfer to Reserves 403.91 272.22
Dividend Distribution Tax 91.74 85.24
Surplus carried to
the Balance Sheet 8,969.97 8,182.50
Earnings per equity
share (Face Value - Rs.1)
Basic (Rs.) 2.35 1.69
Diluted (Rs.) 2.31 1.66
II. Standalone Financial Information of Edelweiss Financial Services
Limited :
(Rs. in million)
2012-13 2011-12
Total Income 1,568.69 2,072.91
Total Expenditure 1,097.59 1,313.13
Profit before tax 471.10 759.78
Provision for tax 3.19 73.44
Profit after tax 467.91 686.34
Add: Surplus brought
forward from previous year 283.44 106.23
Profit available
for appropriation 751.35 792.57
Less: Appropriations
Interim Dividend 421.67 226.99
Proposed Dividend 76.74 227.34
Transfer to Reserves 46.79 68.63
Dividend Distribution Tax 0.86 (13.83)
Surplus carried to the
Balance Sheet 205.29 283.44
Earnings per equity share
(Face Value - Rs.1)
Basic (Rs.) 0.62 0.91
Diluted (Rs.) 0.60 0.89
Abridged Financial Statements
In terms of the provisions of Section 219(1)(b)(iv) of the Companies
Act, 1956, the abridged annual report containing salient features of
the audited Balance Sheet as at March 31, 2013, Statement of Profit and
Loss and the Cash Flow Statement for the year ended on that date and
the Auditors'' Report on the Abridged Financial Statements forms part of
the Annual Report. Full version of the annual report will be available
on the Company''s website www.edelweissfin.com and will also be made
availabletothemembersoftheCompanyuponrequest.
Dividend
During the year, your Directors had declared and paid an interim
dividend of Rs.0.55 per share (on the face value of Rs.1 each). The
Board recommended a final dividend of Rs.0.10 per share (on the
facevalueofRs.1each)forthefinancialyearendedMarch31,2013.
The payment of the final dividend is subject to the approval of the
members which is being sought at the ensuing Annual General Meeting and
shall be paid to those members whose names appear in the Register of
Members of the Company as on July 15, 2013. The Register of Members and
the share transfer books will remain closed from July 16, 2013 to July
26, 2013, both days inclusive. The Annual General Meeting of the
Company is scheduledtobeheldonJuly26,2013.
InformationonthestatusofaffairsoftheCompany
Information on the operational and financial performance, among others,
is given in the Management Discussion and Analysis Report which is
annexed to this Report and has been
preparedinaccordancewithClause49oftheListingAgreement.
Share Capital
During the year under review, the Company had allotted 70,43,000 equity
shares of Rs.1 each on exercise of the options granted to the employees
under various ESOP Schemes of the Company.
The disclosures required under the SEBI (Employee Stock Option Scheme &
Employee Stock Purchase Scheme) Guidelines, 1999 are
givenasanannexuretotheReport.
Finance
Your Company had raised money through issue of Commercial Papers from
time to time.
Your Company had obtained credit rating of ''CRISIL A1 '' from CRISIL for
an amount of Rs.48.50 billion with respect to short term borrowing,
''[ICRA] AA-'' for Rs.4.50 billion, ''[ICRA]AA-pn'' for Rs.0.80 billion and
''PP-MLD[ICRA]AA-'' for Rs.0.25 billion from ICRA and
''CRISILAA-/Stable''from CRISIL for an amount of 0.22 billion with
respect to various long term debt programme.
Public Deposits
Your Company did not accept public deposits during the year under
review.
Subsidiaries
During the year under review, the following companies became the
subsidiaries of your Company:-
- Affluent Dealcom Private Limited; and
- Edelweiss Securities (Hong Kong) Private Limited.
During the year under review, Allium Finance Private Limited ceased to
be a subsidiary of the Company.
During the year under review, Edelweiss Stock Broking Limited (ESBL)
merged with Edelweiss Financial Advisors Limited. Consequently, ESBL
ceased to be a subsidiary of the Company.
In terms of the General Circular No. 2/2011 dated February 8, 2011 (the
Circular) issued by the Central Government in respect of Section 212 of
the Companies Act, 1956, the Board of Directors of the Company had
accorded their consent for not attaching the balance sheet of the
subsidiaries with the accounts of the Company.
Pursuant to the Circular, the financial data of the subsidiaries have
been furnished under "Summary of Financial information of Subsidiary
Companies" and forms part of this Annual Report.
The Annual Accounts of the subsidiaries shall be available to the
members of the Company and its subsidiaries on request and also for
inspection at the Registered Office of the Company.
Directors
In accordance with the requirements of the Companies Act, 1956, Mr.
Narendra Jhaveri and Mr. P. N. Venkatachalam, the Directors of the
Company retire by rotation at the ensuing Annual General Meeting and,
being eligible, have offered themselves for re- appointment.
Mr. Navtej S. Nandra was appointed as an Additional Director of the
Company w.e.f. May 15, 2013. He holds office upto the ensuing Annual
General Meeting. The approval of the members for appointing Mr. Nandra
as a Director of the Company is sought
attheensuingAnnualGeneralMeeting.
Auditors
B S R & Associates, Chartered Accountants, the auditors of the Company,
hold office until the conclusion of the ensuing Annual General Meeting
and are eligible for re-appointment. The members are requested to
consider their re-appointment for the current financial year 2013-14
and authorise the Board of Directors to fix their remuneration. The
retiring auditors have, under Section 224 (1B) of the Companies Act,
1956, furnished certificateoftheir eligibility for the re-appointment.
Directors'' ResponsibilityStatement
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) they 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
stateofaffairsoftheCompanyasatMarch31,2013andof the profitof the
Company for the financial year endedonthat date;
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
(iv) the annual accounts have been prepared on a going concern basis.
Conservation of Energy, Technology Absorption and Foreign
ExchangeEarnings/Outgo
A. CONSERVATIONOFENERGY
a) Energy Conservation measures taken-The operationsofyour Company are
not energy-intensive. However, adequate measureshavebeen
initiatedforconservationofenergy.
b) Additional investments and proposals, if any, being implemented for
reduction of consumption of energy - Not applicable in view of the
nature of activities carried on by the Company.
c) Impact of the measures taken at (a) & (b) above for reduction of
energy consumption and consequent impact on the cost of production of
goods - Not applicable in view of the nature of activities carried on
by the Company.
d) Total energy consumption and energy consumption per unit of
production as per Form A to the Annexure to the Rules in respect of
industries specified in the Schedule thereto - Not applicable.
B. TECHNOLOGYABSORPTION
Not applicable in view of the nature of activities carried on by
theCompany.
C. FOREIGNEXCHANGEEARNINGANDOUTGO
Foreign exchange earnings and outgo (including dividend) during the
year under review were Rs.65.51 million (previous year Rs.133.53
million) and Rs.58.33 million (previous year Rs.46.01 million)
respectively.
ParticularsofEmployees
The information required under Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended from time to time, forms part of this Report. In terms of the
provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
Report and Accounts are being sent to the members of the Company
excluding the aforesaid information.
Any member interested in obtaining a copy of this information under
section 217(2A) of the Companies Act, 1956, may write to the Company
Secretary, at the Registered Office of the Company.
CorporateGovernance
Pursuant to Clause 49 of the Listing Agreement, the report on Corporate
Governance together with the Certificate issued by M/s Manish Ghia &
Associates, Practising Company Secretaries
oncomplianceinthisregardformsapartofthisAnnualReport.
Acknowledgments
The Board of Directors wishes to acknowledge the continued support and
co-operation extended by the Securities and Exchange Board of India,
Reserve Bank of India, Stock Exchanges, Commodity Exchanges, Insurance
Regulatory and Development Authority, Forward Markets Commission, other
government authorities, Banks and other stakeholders. Your Directors
would also like to take this opportunity to express their appreciation
for thededicatedeffortsoftheemployeesoftheCompany.
For and on behalf of the
Board of Directors
Edelweiss Financial
Services Limited
Rashesh Shah Chairman &
Managing Director
May 15, 2013
Mar 31, 2012
To the Members of Edelweiss Financial Services Limited,
The Directors hereby present their 17th Annual Report on the business
and operations of the Company together with the audited statement of
accounts for the year ended March 31, 2012:
Financial Highlights
I. Consolidated Financial Information:
(Rs in million)
2011-12 2010-11
Total Income 16,706.87 14,290.12
Total Expenditure 14,719.90 10,790.00
Profit Before Tax 1,986.97 3,500.12
Provision for Tax 680.86 1,030.97
Profit After Tax 1,306.11 2,469.15
Less: Share of Minority Interest 28.68 138.99
Profit for the year after Minority interest 1,277.43 2,330.16
Add: Surplus brought forward from previous
year 7,716.86 6,407.19
Profit available for appropriation: 8,994.29 8,737.35
Less: Appropriations
Interim Dividend 226.99 187.98
Proposed Dividend 227.34 263.24
Transfer to Reserves 272.22 493.69
Dividend Distribution Tax 85.24 75.58
Surplus carried to the Balance Sheet 8,182.50 7,716.86
Earnings per equity share
(Face Value - Rs 1/-)
(Rs in million)
2011-12 2010-11
Basic (Rs) 1.69 3.10
Diluted (Rs) 1.66 3.00
Total Income 2,072.91 4,395.55
Total Expenditure 1,313.13 3,771.84
Profit Before Tax 759.78 623.71
Provision for Tax 73.44 36.46
Profit After Tax 686.34 587.25
Add: Surplus brought forward from
previous year 106.23 42.76
Profit available for appropriation: 792.57 630.01
Less: Appropriations
Interim Dividend 226.99 187.98
Proposed Dividend 227.34 263.24
Transfer to Reserves 68.63 58.73
Dividend Distribution Tax (13.83) 13.83
Surplus carried to the Balance Sheet 283.44 106.23
Earnings per equity share
(Face Value - Rs 1/-)
Basic (Rs) 0.91 0.78
Diluted (Rs) 0.89 0.76
Dividend
Your Directors have recommended a final dividend of Rs 0.30/- per share
(on the face value of Rs 1/- each) for the financial year 2011-2012.
The payment of the final dividend is subject to the approval of the
members to be obtained at the ensuing Annual General Meeting and shall
be paid to those members whose names appear in the Register of Members
of the Company as on the book closure date.
During the year, your Directors had declared and paid an interim
dividend of Rs 0.30/- per share.
The Register of Members and the share transfer books will remain closed
from July 16, 2012 to July 26, 2012, both days inclusive. The Annual
General Meeting of the Company is scheduled to be held on July 26,
2012.
Change in the name of the Company
Pursuant to the approval of the members obtained at the Annual General
Meeting of the Company held on July 25, 2011, the name of the Company
stands changed from Edelweiss Capital Limited to Edelweiss Financial
Services Limited with effect from August 1, 2011.
Transfer of Portfolio Management Services business of the Company
Pursuant to the approval of the members of the Company and the
Securities and Exchange Board of India, the Portfolio Management
Services business of the Company has been transferred to Edelweiss
Global Wealth Management Limited, a wholly owned subsidiary of the
Company, with effect from February 2, 2012.
Share Capital
During the year under review, the Company had allotted 4,773,000 equity
shares of Rs 1 each on the exercise of the options granted to the
employees under various ESOP Schemes of the Company.
The disclosures required under the SEBI (Employee Stock Option Scheme &
Employee Stock Purchase Scheme) Guidelines, 1999 are given as an
annexure to the Report.
Information on the status of affairs of the Company
Information on the operational and financial performance, among others,
is given in the Management Discussion and Analysis Report which is
annexed to this Report and has been prepared in accordance with Clause
49 of the Listing Agreement.
Finance
Your Company had raised money through issue of Commercial Papers from
time to time.
Your Company had obtained credit rating of CRISIL A1 from CRISIL for
an amount of Rs 48.50 billion with respect to short term borrowing,
ICRA AA-/Stable from ICRA for an amount of Rs 5.55 billion and CRISIL
AA-/Stable from CRISIL for an amount of Rs 220 million with respect to
various long term debt programme.
Public Deposits
Your Company did not accept public deposits during the year under
review.
Subsidiaries
During the year under review, the following companies became the
subsidiaries of your Company:
- Edel Commodities Trading Limited;
- EFSL Commodities Limited; and
- EFSL Comtrade Limited.
During the year under review, Edelweiss Advisors Limited (presently
known as Styrax Commodities Limited) ceased to be the subsidiary of the
Company.
Subsequent to the year end, Edelweiss Trading & Holdings Limited (ETHL)
merged with Comfort Projects Limited. Consequently, ETHL ceased to be
the subsidiary of the Company.
In terms of the General Circular No. 2/2011 dated February 8,2011 (the
Circular) issued by the Central Government in respect of Section 212 of
the Companies Act, 1956, the Board of Directors of the Company had
accorded their consent for not attaching the balance sheet of the
subsidiaries with the accounts of the Company.
Pursuant to the Circular, the financial data of the subsidiaries have
been furnished under "Summary of Financial information of Subsidiary
Companies" and forms part of this Annual Report.
The consolidated financial statements prepared in accordance with the
Accounting Standard 21 - Consolidated Financial Statements prescribed
by the Companies (Accounting Standards) Rules, 2006, forms part of this
Annual Report and are reflected in the consolidated accounts of the
Company.
The Annual Accounts of the subsidiaries and the related detailed
information shall be available to the members of the Company and its
subsidiaries on request and also for inspection at the Registered
Office of the Company.
A statement pursuant to Section 212 of the Companies Act, 1956 is set
out as an Annexure to the Report.
Directors
In accordance with the requirements of the Companies Act, 1956, Mr.
Berjis Desai and Mr. Kunnasagaran Chinniah, Directors of the Company
retire by rotation at the ensuing Annual General Meeting and, being
eligible, have offered themselves for re-appointment.
Mr. Himanshu Kaji and Mr. Sunil Mitra were appointed as Additional
Directors of the Company with effect from November 1, 2011 and December
7, 2011, respectively.
Mr. Himanshu Kaji and Mr. Sunil Mitra hold office upto the ensuing
Annual General Meeting. The approval of the members for appointing Mr.
Himanshu Kaji and Mr. Sunil Mitra as Directors of the Company is sought
at the ensuing Annual General Meeting.
Mr. Himanshu Kaji was appointed as an Executive Director of the Company
for a period of three years with effect from November 1, 2011. The
approval of the members for appointing Mr. Himanshu Kaji as an
Executive Director of the Company is sought at the ensuing Annual
General Meeting.
Particulars of Employees
The information required under Section 217(2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended from time to time, forms part of this Report. In terms of the
provisions of Section 219(1) (b)(iv) of the Companies Act, 1956, the
Report and Accounts are being sent to the members of the Company
excluding the aforesaid information.
Any member interested in obtaining a copy of this information under
Section 217(2A) of the Companies Act, 1956, may write to the Company
Secretary, at the Registered Office of the Company.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings/Outgo
The provisions of Section 217(l)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of the Particulars in the Report of the
Board of Directors) Rules, 1988 relating to conservation of energy and
technology absorption are not applicable to the Company.
Foreign exchange earnings and outgo (including dividend) during the
year under review were Rs 133.53 million (previous year Rs 114.40
million) and Rs 46.01 million (previous year Rs 46.79 million)
respectively.
Auditors
B S R & Associates, Chartered Accountants, the auditors of the Company,
hold office until the conclusion of the ensuing Annual General Meeting
and are eligible for re-appointment. The members are requested to
consider their re-appointment for the current financial year 2012-13
and authorise the Board of Directors to fix their remuneration. The
retiring auditors have, under Section 224 (IB) of the Companies Act,
1956, furnished certificate of their eligibility for the
re-appointment.
Corporate Governance
Pursuant to Clause 49 of the Listing Agreement, the report on Corporate
Governance together with the Certificate issued by M/s P. K. Pandya &
Co, Practising Company Secretary on compliance in this regard forms a
part of this Annual Report.
Directors' Responsibility Statement
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) we have selected such accounting policies and have applied them
consistently and made judgements and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at March 31, 2012 and of the profits of the Company for
the financial year ended on that date and changes in the accounting
policies are stated in the notes to accounts;
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
(iv) the annual accounts have been prepared on a going concern basis.
Acknowledgments
The Board of Directors wishes to place on record appreciation for the
continued support and co-operation extended by the Securities and
Exchange Board of India, Reserve Bank of India, Stock Exchanges,
Commodity Exchanges, Insurance Regulatory and Development Authority,
Forward Markets Commission, other government authorities, Banks and
other stakeholders. Your Directors would also like to take this
opportunity to express their appreciation for the dedicated efforts of
the employees of the Company.
For and on behalf of the
Board of Directors
Edelweiss Financial Services Limited
Rashesh Shah
Chairman & Managing Director
May 16, 2012
Mar 31, 2011
The Directors hereby present their Sixteenth Annual Report on the
business and operations of the Company together with the audited
statement of accounts for the year ended March 31, 2011:
Financial Highlights
I. Consolidated Financial Information of Edelweiss Capital Limited and
its subsidiaries:
(Rs. in million)
2010-11 2009-10
Total Income 14,911.39 9,777.81
Total Expenditure 11,411.27 6,449.77
Profit Before Tax 3,500.12 3,328.04
Provision for Tax 1,030.97 879.22
Profit After Tax 2,469.15 2,448.82
Less: Share of Minority Interest 138.99 157.22
Profit for the year After Minority interest 2,330.16 2,291.60
Add: Surplus brought forward from previous year 6,407.19 5,284.41
Profit available for Appropriation: 8,737.35 7,576.01
Less: Appropriations
Interim Dividend 187.98 150.09
Proposed Dividend 263.24 600.73
Transfer to Reserves 493.69 292.63
Dividend Distribution Tax 75.58 125.37
Surplus carried to the Balance Sheet 7,716.86 6,407.19
Earnings Per Equity Share (Face Value - Re.1 each)
Basic (Rs.) 3.10 3.06
Diluted (Rs.) 3.00 2.94
II. Standalone Financial Information of Edelweiss Capital Limited:
(Rs. in million)
2010-11 2009-10
Total Income 4,487.42 2,455.26
Total Expenditure 3,863.71 2,031.81
Profit Before Tax 623.71 423.45
Provision for Tax 36.46 81.41
Profit After Tax 587.25 342.04
Add: Surplus brought forward from previous year 42.76 550.90
Profit available for Appropriation 630.01 892.94
Less: Appropriations
Interim Dividend 187.98 150.09
Proposed Dividend 263.24 600.73
Dividend Distribution Tax 13.83 65.16
Transfer to General Reserve 58.73 34.20
Surplus carried to Balance Sheet 106.23 42.76
Earnings Per Equity Share (Face Value - Re.1 each)
Basic (Rs.) 0.78 0.46
Diluted (Rs.) 0.76 0.44
Dividend
Your Directors have recommended a final dividend of Re. 0.35 per share
(on the face value of Re. 1 each) for the financial year 2010-11.
The payment of the aforesaid dividend is subject to the approval of the
members to be obtained at the ensuing Annual General Meeting and shall
be paid to those members whose names appear in the register of members
of the Company as on the book closure date.
During the year, your Directors had declared and paid an interim
dividend of Re. 0.25 per share.
The register of members and the share transfer books will remain closed
from July 11, 2011 to July 25, 2011, both days inclusive. The Annual
General Meeting of the Company is scheduled to be held on July 25,
2011.
Share Capital
Subsequent to the approval of the members of the Company at the 15th
Annual General Meeting held on July 30, 2010:
- Equity shares of the face value of Rs. 5 each were sub-divided into
equity shares of the face value of Re. 1 each.
- 37,54,95,590 equity shares of the face value of Re. 1 each were
allotted as bonus shares by capitalising the reserves and securities
premium of the Company.
During the year under review, the Company had alloted 13,07,350 equity
shares consequent to the exercise of options granted to the employees
under the various ESOP Schemes framed by the Company.
Disclosures required as per SEBI (Employee Stock Option Scheme &
Employee Stock Purchase Scheme) Guidelines, 1999 are given as an
annexure to this Report.
Information on the status of affairs of the Company
Information on the operational and financial performance, among others,
is given in the Management Discussion and Analysis Report which is
annexed to this Report and has been prepared in accordance with Clause
49 of the Listing Agreement.
Finance
Your Company had raised money through issue of Commercial Papers from
time to time.
Your Company had obtained credit rating of P1+ from CRISIL for an
amount of Rs. 42.5 billion with respect to short-term borrowing and
LAA- from ICRA for an amount of Rs. 5.55 billion, with respect to a
long-term debt programme.
Public Deposits
Your Company did not accept public deposits during the year under
review.
Subsidiaries
During the year under review, Anagram Capital Limited (presently known
as Edelweiss Financial Advisors Limited {EFAL}) became the subsidiary
of Edelweiss Capital Limited. Consequently, the following companies,
being the subsidiaries of EFAL, also became the subsidiaries of your
Company:
- Edelweiss Stock Broking Limited.
- Edelweiss Comtrade Limited.
- Edel Finance Company Limited.
During the year under review, the following companies also became the
subsidiaries of your Company:-
- Edelweiss Capital Markets Limited.
- Comfort Projects Limited.
- Edelweiss Advisors Limited.
- Edelweiss Investment Advisors Private Limited.
- EW Crossover Advisors LLC.
During the year under review, Arum Investments Private Limited ceased
to be a subsidiary of the Company.
In terms of the General Circular No. 2/2011 dated February 8, 2011 (the
Circular) issued by the Central Government under Section 212 of the
Companies Act, 1956, the Board of Directors of the Company had accorded
their consent for not attaching the balance sheet of the subsidiaries
with the accounts of the Company.
Pursuant to the aforesaid Circular, the financial data of the
subsidiaries have been furnished under ÃSummary of Financial
information of Subsidiary Companiesà and forms part of this Annual
Report.
The consolidated financial statements prepared in accordance with the
Accounting Standard 21 - Consolidated Financial Statements prescribed
by the Companies (Accounting Standards) Rules, 2006, forms part of this
Annual Report and are reflected in the consolidated accounts of the
Company.
The Annual Accounts of the subsidiaries and the related detailed
information shall
be available to the members of the Company and its subsidiaries on
request and also for inspection at the Registered Office of the
Company.
A statement pursuant to Section 212 of the Companies Act, 1956, is set
out as an annexure to this Report.
EdelGive Foundation
EdelGive Foundation is the strategic philanthropic arm (subsidiary) of
the Company. EdelGive Foundation offers both financial and capacity
building support to Non-Profit Organisations (NPOs). It works closely
with the NPOs to help them overcome organisational development
challenges, create stronger and more sustainable organisations in the
social sector.
Directors
In accordance with the requirements of the Companies Act, 1956, Mr.
Narendra Jhaveri and Mr. P. N. Venkatachalam, Directors of the Company
retire by rotation at the ensuing Annual General Meeting and, being
eligible, have offered themselves for re-appointment.
Mr. Navtej S. Nandra resigned from the Board of the Company w. e. f.
July 6, 2010. The Board wishes to place on record its appreciation for
the valuable contribution made by Mr. Nandra during his tenure as a
member of the Board.
Mr. Sanjiv Misra was appointed as an Additional Director of the Company
w.e.f. May 16, 2011. He holds office upto
the ensuing Annual General Meeting. The approval of the members for
appointing Mr. Misra as Director of the Company is sought at the
ensuing Annual General Meeting.
Particulars of Employees
The information required under Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975 as
amended from time to time, forms part of this Report. In terms of the
provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the
Report and Accounts are being sent to the members of the Company
excluding the aforesaid information.
Any member interested in obtaining a copy of this information under
section 217(2A) of the Companies Act, 1956, may write to the Company
Secretary, at the Registered Office of the Company.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings/Outgo
The provisions of Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of the Particulars in the Report of the
Board of Directors) Rules, 1988 relating to conservation of energy and
technology absorption is not applicable to the Company.
Foreign exchange earnings and outgo (including dividend) during the
year under review were Rs. 114.40 million (Previous
year Rs. 103.62 million) and Rs. 46.79 million (Previous year Rs.
288.70 million) respectively.
Auditors
BSR & Associates, Chartered Accountants, the auditors of the Company,
hold office until the conclusion of the ensuing Annual General Meeting
and are eligible for re- appointment. The members are requested to
consider their re-appointment for the current financial year 2011-12
and authorise the Board of Directors to fix their remuneration. The
retiring auditors have, under Section 224 (1B) of the Companies Act,
1956, furnished certificate of their eligibility for the
re-appointment.
Corporate Governance
Pursuant to Clause 49 of the Listing Agreement, the report on Corporate
Governance together with the AuditorÃs Certificate on compliance in
this regard forms part of this Annual Report.
Directorsà Responsibility Statement
Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors
confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) we have selected such accounting policies and have 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 and changes in the accounting policies are
stated in the notes to accounts;
(iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(iv) the annual accounts have been prepared on a going concern basis.
Acknowledgment
The Board of Directors wishes to place on record appreciation for the
continued support and co-operation extended by Banks, Securities and
Exchange Board of India, the Reserve Bank of India, the Stock
Exchanges, other government authorities and other stakeholders. Your
Directors would also like to take this opportunity to express their
appreciation for the dedicated efforts of the employees of the Company.
For and on behalf of the Board of Directors
Edelweiss Capital Limited
Rashesh Shah
Chairman and Managing Director
May 16, 2011
Mar 31, 2010
The Directors have pleasure in presenting their Fifteenth Annual Report
on the business and operations of the Company together with the audited
statement of accounts for the year ended March 31, 2010:
Financial Highlights
Consolidated Financial Information of Edelweiss Capital Limited and its
subsidiaries:
(Rs. in million)
2009-10 2008-09
Total income 9,777,99 9.004.96
Total Expenditure 6,449.95 5,714.57
Profit Before Tax 3,328.04 3,290,39
Provision for Tax 879.22 1,199,12
Profit After Tax 2,448.68 2,091.27
Less: Share of Minority Interest 157.22 226.63
Profit for the year After Minority
Interest 2,291.60 1.864.44
Add: Surplus brought forward
from previous year 5,284,41 3,955.62
Profit available for Appropriation 7,576.01 5.820.06
Less: Appropriations
Interim Equity Dividend 150.09 -
Pioposed Dividend 600.73 225.05
Transfer to Reserves 292.63 272.35
Dividend Distribution Tax 125.37 38.25
Surplus earned to the Balance Sheet 6,407.19 5,284.41
Earnings Per Equity Share [Face
Value - Rs. 5/- each)
Basic (Rs.) 30.56 24.88
Diluted (Rs.) 29.37 24.28
II Standalone Financial Information of Edelweiss Capital Limited:
(Rs. In million)
2009-10 2006-09
Total Income 2,455.26 1.917.38
Total Expenditure 2,031.81 1,606,56
Profit before Tax 423.45 310.82
Provision for Tax B1.41 47.11
Profit after Tax 342.04 263.71
Add: Surplus brought forward from
previous year 550.90 553.56
Profit available for Appropriation 892.94 817.27
Less: Appropriations
Interim Equity Dividend 150.09 -
Proposed Dividend 600.73 225.05
Dividend Distribution Tex 65.16 12.22
Transfer to Reserves 34.20 29.10
Surplus earned to trie Balance Sheet 42.76 550.90
Earnings Per Equity
Share (Fane Value - Fls. 5/- each)
Basic {Rs.) 4.56 3.52
Diluted (Rs.) 4.38 3.43
Dividend
Your Directors have recommended a final dividend of Rs. 3/- per equity
share (on the lace valu : of Rs, 5/- each) for the financial year
2009-2010 Further, on the 15th Anniversary of your Company, your
Directors have recommended a special dividend of Rs. 5/- per equity
share (on the face value of Rs, 5/-each).
The payment of the aforesaid dividend is subject to the approval of the
members to be obtained at the forthcoming Annual General Meeting and
shall be paid to those members whose names appear in the register of
members of the Company as on the book closure date.
During the year under review, your Directors had also declared and paid
an interim dividend of Rs. 2/- per share (on the face value of Rs. 5/-
each).
The register of members and the share transfer books will remain closed
from July 1, 2010 to July 5, 2010, both days inclusive. The Annua!
Genera) Meeting of the Company is scheduled to be held on July 30,2010.
Share Capital
During the year under review, the Company had allotted 1,38,738 equity
shares of Rs. 5/- each pursuant to exercise of options granted to the
employees under the various ESOP Schemes framed by the Company.
Disclosures required as per SEBI (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999, are given as an
annexure to this Report.
Information on (he status of affairs of the Company
Information on the operational, financial performance, etc., of the
Company is given in the Management Discussion and Analysis Report.
which is annexed to this Report and has been prepared in accordance
with Clause 49 of the Listing Agreement.
Finance
Your Company had raised an aggregate amount of Rs. 419.92 crores from
time to time through the Issue of tong-term Secured Non-convertible
Debentures and Rs. 1,930 crores through issue of Commercial Papers.
Your Company has a credit rating of "P1+" from CRISIL for an amount of
Rs. 1,500 crores with respect to short- term borrowing. It also has a
rating of "LAA-" from ICRA for an amount of Rs. 450 crores, "LAA- pn"
for an amount of Rs. 80 crores and uLAA-pp" for an amount of Rs. 25
crores with respect to long-term debt programme with a "Stable"
outlook,
Public Deposits
Your Company did not accept public deposits during the year under
review
Subsidiaries
During the year under review, foliowing companies became the
subsidiaries of your Company:
1. Edelweiss Tokio Life Insurance Company Limited
2. Edel Investments Limited
3. EW Special Opportunities Advisors LLC
4. EW India Special Assets Advisors LLC
5. ECap International Limited
6. Aster Commodities DMCC
7. EAAALLC
8. Arum Investments Private Limited S A Hum Finance Private Limited
Subsequent to the year end, Edeiweiss Advisors Limited and Comfort
Projects Private Limited became the suhsidiaries of your Company.
The Company has been granted exemption by the Ministry of Corporate
Affairs, from attaching with its accounts, the individual accounts of
the subsidiary companies. However, the consolidated financial
statements prepared in accordance with the Accounting Standard 21 -
Consolidated Financial Statements prescribed by the Companies
[Accounting Standards) Rules, 2006, form part of this Annual Report and
are reflected in the consolidated accounts of the Company.
Fun her, as directed by the Ministry of Corporate Affairs, the
financial data of the subsidiaries have been furnished under "Summary
of Financial Information of Subsidiary Companies", and forms part of
this Annual Report.
The Annual Accounts of the subsidiaries shall be available for
inspection by the members of the Company at the Registered Office of
the Company and would also be made available to the members on request.
A statement pursuant to Section 212 of the Companies Act, 1956, is set
out as an annexure to this Annual Report.
Directors
In accordance with the requirements of the Companies Act, 1956, Mr.
Venkat Ramaswamy and Mr. Kunnasagaran Chinniah, Directors of the
Company retire by rotation at the ensuing Annua! General Meeting and
being eligible have offered themselves for re-appointment.
Mr. Sanjay Santhanai æ resigned from tne Board of Directors of the
Company w.e.f. October 22, 2009. Mr. Ramanan Raghavendran and Mr. Sunil
Wadhwani resigned from the Board of Directors of the Company w.e.f.
April 19,2010.
The Board wishes to place on record its appreciation for the valuable
contribution made by Mr, Santhanam, Mr. Raghavendran and Mr. Wadhwani
during theirtenure as members of the Board.
Mr. Berjis Desai was appointed as an additional Director of the Company
with effect from November 18,2009. He holds office up to the ensuing
Annual General Meeting.
The tenure of appointment of Mr. Rashesh Shah as the Managing Director
and Mr. Venkat Ramaswamy as Whole-time Director expires on March
31,2011. It is proposed to re-appoint thorn for a period of three years
with effect from April 1,2011.
Particulars of Employees
The information required under Section; 217(2A) :Ã? the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975.
forms part of this Report. In terms Of the provisions of Section
219{1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are
being sent to the members of the Company excluding the aforesaid
information.
Any member interested in obtaining a copy of this information under
Section 217(2A) of the Companies Act, 1956, may write to the Company
Secretary, at the Registered Office of the Company,
Conservation of Energy, Technology Absorption and Foreign Exchange
Eamings/Outgo
The provisions of Section 217(1){e) of the Companies Act, 1956 read
with the Companies (Disclosure of the Particulars in the Report of the
Board of Directors) Rules, 1988, relating to conservation of energy and
technology absorption is not applicable to the Company.
Foreign exchange earnings and outgo Including dividend) during the year
under review were Rs. 103.62 million (Previous year. Rs. 63.34 million)
and Rs. 288.70 million (Previous year: Rs. 298.46 million)
respectively.
Auditors
BSR and Associates, Chartered Accountants, who are the auditors of the
Company, hold office until the conclusion of the ensuing Annual General
Meeting and are eligible for re- appointment. The members are requested
to consider their re-appointment for the current financial year 2010-11
and authorise the Board of Directors to fix thelr remuneration. The
retiring auditors have, under Section 224 (18) of the Companies Act,
1956, furnished certificate of their eligibility for the
re-appointment.
Corporate Governance
Pursuant to Clause 49 of the Listing Agreement, the report on Corporate
Governance together with he Auditors Certificate on compliance in this
regard forms part of this Annual Report.
Directors Responsibility Statement
Pursuant to Section 217{2AA) of the Companies Act, 1956, your Directors
confirm that
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed;
(ii) we have selected such accounting policies and have 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 as at March 31,2010, and of the profit of the Company for
the year ended on that date;
iii) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
(iv) the annual accounts have been prepared on a going concern basis.
Acknowledgement
The Board of Directors wishes to place on record their appreciation tor
the continued support and co-operation extended by Banks, Securities
and Exchange Board of India, the Reserve Bank of India, the Stock
Exchanges, government authorities and other stakeholders. Your
Directors would also like to take this opportunity to express their
appreciation for the dedicated efforts of the employees of the Company.
For and on behaif of
the Board of Directors
Rashesh Shah
Chairman and Managing Director
Place: Mumbai
Date: May 21, 2010
Mar 31, 2007
Not Available