To the Members,
Your Directors have pleasure in presenting the 43rd Annual Report along
with the Audited Financial Statements of the Company for the financial year ended March
31, 2023.
FINANCIAL HIGHLIGHTS (STANDALONE):
(' in Crore)
Particulars |
FY 2023 |
FY 2022 |
Total
Income |
2,010.03 |
1,567.08 |
Finance cost |
595.28 |
509.29 |
Net income |
1,414.75 |
1,057.79 |
Operating
expenses |
803.05 |
604.61 |
Pre-provisioning
operating profit |
611.70 |
453.18 |
Net loss
on derecognition of financial instruments |
10.87 |
- |
Impairment
on financial instruments |
(144.53) |
68.61 |
Profit
before exceptional item and tax |
745.36 |
384.57 |
Exceptional
items |
21.21 |
- |
Profit
before tax |
766.57 |
384.57 |
Profit after
tax |
584.94 |
293.20 |
Retained
earnings as at the beginning of the year |
(55.37) |
(289.85) |
Profit after
tax |
584.94 |
293.20 |
Other
comprehensive income on defined benefit plan |
1.62 |
(0.02) |
Retained
earnings before appropriations |
586.56 |
293.18 |
Appropriations |
|
|
Transfer
to reserve fund under Regulation 45-IC of Reserve Bank of India Act, 1934 |
117.00 |
58.70 |
Dividend
paid |
30.60 |
- |
Retained
earnings as at the end of the year |
383.59 |
(55.37) |
FINANCIAL PERFORMANCE AND STATE OF THE COMPANY'S AFFAIRS:
Total Income increased to '2,010.03 Crore in FY 2022-23 from '1,567.08
Crore in FY 2021-22.
Net Income on a standalone basis increased to '1,414.75 Crore in FY
2022-23 from '1,057.79 Crore in FY 2021-22.
The impairment on financials instruments decreased from '68.61 Crore in
FY 2021-22 to '(144.53) Crore in FY 2022-23.
The Company?s Profit after Tax ("PAT") on a standalone
basis increased to '584.94 Crore in FY2022-23 from '293.20 Crore in FY2021-22.
The Company?s net interest margin ("NIM") increased to
10.7% in FY2022-23 as compared to 9.8 % in FY 2021-22.
On a Standalone basis, the Capital Risk Adequacy Ratio
("CRAR") for the year FY 2022-23 was 38.91% against the RBI stipulated norm of
15%.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis, as required in terms of the
Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations"), forms part of this Board's Report.
CHANGE IN NATURE OF BUSINESS:
During the year, there was no change in the nature of business of the
Company or its Subsidiary.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN
THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:
There are no material changes or commitments affecting the financial
position of the Company that have occurred between the end of the financial year and the
date of this Report.
CONSOLIDATED FINANCIAL STATEMENTS:
In accordance with the requirements in terms of Regulation 34 of SEBI
Listing Regulations your Company had prepared Consolidated Financial Statements in
accordance with Ind AS 110 - "Consolidated Financial Statements" and Ind AS 27 -
"Separate Financial Statements". The Consolidated Financial Statements forms
part of this Report.
SUBSIDIARY AND JOINT VENTURE COMPANIES:
The Company has one subsidiary, viz. Poonawalla Housing Finance Limited
("PHFL") and one Joint Venture Company Jaguar Advisory Services Private Limited
("JASPL").
During the year under review, Sanoti Properties LLP has acquired from
the Company 4,53,62,281 equity shares of the Company?s Joint Venture with HDI Global
SE for General Insurance Business in India named as Magma HDI General Insurance Company
Limited ("Magma HDI") pursuant to receipt of all the applicable approvals.
Subsequently, Magma HDI has ceased to be joint venture of your Company.
During FY 2022-23, no new subsidiary was incorporated/ acquired.
The Company?s policy for determination of material subsidiary, as
adopted by the Board of Directors, in conformity with regulation 16 of the SEBI Listing
Regulations, can be accessed on the Company?s website at
https://poonawallafincorp.com/investor-governance. php
In terms of the said policy and provisions of regulation 16 of the SEBI
Listing Regulations, PHFL is a material subsidiary of the Company.
Performance highlights of the Subsidiary and Joint Venture
("JV") are given below:
PHFL (Subsidiary Company)
PHFL has made disbursements of '2,585.20 Crore in FY 2022-23 against
'1,970.13 Crore in previous year. PHFL has earned a PBT of '154.19 Crore for the year
ended March 31, 2023 against '101.16 Crore in previous year.
During the year under review, the Board of Directors and the
Shareholders of the Company had approved the divestment of all the 24,98,21,117 equity
shares held by Company in its Subsidiary to Perseus SG Pte ltd, an entity affiliated to
TPG Global LLC, at a purchase consideration based on a per equity share price of '152.84/-
representing a total equity value of the Company of '3,900 Crore (Indian Rupees Three
Thousand Nine Hundred Crore) subject to approvals from Reserve Bank of India (RBI) and
lenders and completion of customary conditions.
The financial statements of the Subsidiary Company is also available on
the Company?s website at https:// poonawallafincorp.com/investor-financials.php
JASPL (JV Company):
Jaguar Advisory Services Private Limited ("JASPL"), a Joint
Venture with HDI Global SE is an advisory services Company domiciled in India. JASPL is a
SPV of the Company. Pursuant to divestment of 11,000 equity shares constituting 48.89% of
the share capital held by the Company in JASPL as approved by shareholders, the
transactions will be consummated upon receipt of certain regulatory approvals.
Accordingly, in line with the requirements of Ind AS 105 "Non-current assets Held for
Sale", such investments have been designated as assets held for sale.
Pursuant to Section 129(3) of the Companies Act, 2013 (the
Act?) a statement in Form AOC-1 containing the salient features of the Financial
Statement of your Company?s subsidiary forms part of this report and hence not
repeated here for the sake of brevity.
TRANSFER TO RESERVE:
During the year the Company is proposing to transfer '117.00 Crore to
Reserve as required under Regulation 45-IC of Reserve Bank of India Act, 1934 issued by
Reserve Bank of India ("RBI").
DIVIDEND:
The Board of Directors of the Company have at their meeting held on
April 26, 2023, recommended a dividend @ 100 % on equity shares i.e '2/- per equity share
of the face value of '2/- each for FY 2022-23 vis- a- vis @20 % on equity shares i.e '0.40
per equity shares in FY 2021-22 to deliver sustainable value to its shareholders. The
dividend would be paid to all the equity shareholders, whose names would appear in the
Register of Members / list of Beneficial Owners on the Record Date fixed for this purpose.
The dividend recommended is in accordance with the Company?s
Dividend Distribution Policy.
The Dividend Distribution Policy, in terms of Regulation 43A of the
SEBI Listing Regulations and as reviewed and adopted by the Board of Directors of the
Company, is available on the Company?s website viz., https://
poonawallafincorp.com/investor-governance.php
DEPOSITS:
Being a non-deposit taking systemically important Non-Banking Finance
Company, your Company has not accepted any deposits from the public within the meaning of
the provisions of the Non-Banking Financial Companies Acceptance of Public Deposits
(Reserve Bank) Directions, 2016 and the provisions of the Act.
EMPLOYEE STOCK OPTION SCHEME:
Equity based compensation is an integral part of employee compensation
across sectors which enables alignment of personal goals of the employees with
organizational objectives by participating in the ownership of the Company through
share-based compensation scheme/plan. Your Company believes in rewarding its employees as
well as that of the Subsidiary Company for their continuous hard work, dedication and
support, which has led the Company, and the Subsidiary Company on the growth path.
The Employee Stock Options ("ESOPs") granted to the employees
of the Company and its Subsidiary currently operate under the following Schemes:
Employees Stock Option Plan 2007 (ESOP 2007);
Restricted Stock Option Plan 2014 (RSOP 2014); and
Employees Stock Option Plan 2021 (ESOP 2021).
The aforesaid Schemes complied with the SEBI (Share Based Employee
Benefits) Regulations, 2014 and SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 ("SEBI (SBEB&SE) Regulations, 2021"), to the extent
applicable.
The Nomination and Remuneration Committee of the Board of Directors of
the Company, inter alia, administers and monitors the Schemes in accordance with the SEBI
(SBEB&SE) Regulations, 2021.
During the year, the Company granted ESOPs to the eligible employees of
the Company, in accordance with the respective Schemes and as approved by the Nomination
and Remuneration Committee.
The details of the ESOPs granted and outstanding as on March 31, 2023
along with other particulars as required by Regulation 14 of the SEBI (SBEB&SE)
Regulations, 2021 is available on the website of the Company at
https://poonawallafincorp.com/investor-governance. php
The certificate from the Secretarial Auditor, as required under
Regulation 13 of the SEBI (SBEB&SE) Regulations 2021, stating that the ESOP Schemes
have been implemented in accordance with the SEBI (SBEB&SE) Regulations, 2021 would be
available for inspection by the Members during the Annual General Meeting
("AGM").
Grant wise details of ESOP vested, exercised and cancelled are also
provided in the notes to the standalone financial statements.
CHANGES IN SHARE CAPITAL:
During the year, your Company allotted 3,024,053 equity shares arising
out of the exercise of Employees Stock Options granted to eligible employees of your
Company and its Subsidiary.
Post allotment of the aforesaid equity shares, the total issued,
subscribed and paid-up share capital of the Company as of March 31, 2023, stood at
'1,53,58,95,184.00 comprising 76,79,47,592 equity shares of '2/- each.
The new equity shares issued shall rank pari-passu with the existing
equity shares of the Company in all respects.
FINANCE:
Borrowing
During the year, the Company has raised fresh secured term loans of
'4,600 Crore from banks and financial Institutions for an average tenor of 3 to 7 years.
Besides public sector banks/financial institutions incremental credit lines were received
from private/foreign banks to diversify the borrowing base. The Company also raised
commercial paper aggregating to '1,975 Crore and '500 Crore of non-convertible debentures
raised during the year through private placement. The funds raised through non-convertible
debentures were utilized for the purpose specified in the respective offer documents.
RBI GUIDELINES:
The Company continues to fulfil all the norms and standards laid down
by RBI pertaining to nonperforming assets, capital adequacy, statutory liquidity assets,
etc. As against the RBI norm of 15%, the capital to risk-weighted assets ratio of the
Company was 38.91% as on March 31, 2023. In line with the RBI guidelines for Asset
Liability Management ("ALM") system for NBFCs, the Company has an Asset
Liability Management Committee, which meets quarterly to review its ALM risks and
opportunities.
CREDIT RATING:
During the year under review, the long-term ratings assigned to various
debt instruments and bank facilities of the Company were upgraded to AAA;
Stable? by CARE Ratings based on strong parentage, low leverage, improved asset
quality, focused and diversified product approach in retail segment and a strong senior
management team. In April 2023, CRISIL also upgraded the long-term rating assigned to debt
instruments and bank facilities to AAA/Stable?.
In September 2022, CARE Ratings upgraded the rating assigned to bank
facilities and long-term debt instruments. Ratings of long-term Bank Facilities,
Nonconvertible Debentures and Subordinated Debt were upgraded to CARE AAA; Stable, while
ratings of Market Linked Debentures were upgraded to CARE PP-MLD AAA; Stable. Ratings of
Perpetual Debt were upgraded to CARE AA+; Stable. The ratings assigned to Short-Term Bank
facilities and Commercial Paper were reaffirmed at CARE A1+'.
In October 2022, CRISIL reaffirmed the rating of CRISIL
AA+/Stable' assigned to bank facilities and non-convertible Debentures, and CRISIL
A1+' rating assigned to the Commercial Paper issue for an enhanced amount. In April 2023,
CRISIL upgraded the
rating assigned to Bank facilities and Long-Term Debt instruments.
Ratings of Long-Term Bank Facilities and Non-convertible Debentures were upgraded to
CRISIL AAA/Stable'. The ratings assigned to Commercial Paper were reaffirmed at
CRISIL A1+'.
There was no change in ratings assigned by ACUITE and Brickwork Ratings
during the year.
AAA' rating indicates highest degree of safety regarding timely
servicing of financial obligations and lowest credit risk.
AA+' rating indicates high degree of safety regarding timely
servicing of financial obligations and very low credit risk.
A summary of outstanding ratings is presented below:
Rating
Agency |
Instrument
/ Facility |
Outstanding
Rating (As on March 31, 2023) |
CARE
Ratings |
Non-convertible
debentures |
AAA;
Stable |
|
Long Term
Bank facilities |
AAA;
Stable |
|
Market
Linked Debentures (MLD) |
AAA;
Stable |
|
Sub debt |
AAA;
Stable |
|
Perpetual
debt |
AA+;
Stable |
|
Commercial
paper/Short Term Bank Facilities |
A1+ |
*CRISIL |
Non-convertible
debentures |
AA+ / Stable |
|
Bank
facilities |
AA+ / Stable |
|
Commercial
paper /Short Term Bank Facilities |
A1+ |
Acuite |
Non-convertible
debentures |
AA+ /
Positive |
|
Sub debt |
AA+ /
Positive |
Brickwork
Ratings |
Non-convertible
debentures |
AA+ /
Stable |
|
Sub debt |
AA+ / Stable |
|
Perpetual
debt |
AA /
Stable |
*In April 2023, CRISIL also upgraded the long-term rating assigned to
debt instruments and bank facilities to AAA/Stable?.
A status of ratings assigned by rating agencies and migration of
ratings during the year is provided in note to the standalone financial statements of the
Company.
PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS OUTSTANDING DURING THE
FINANCIAL YEAR:
The Company, being an NBFC registered with the RBI and engaged in the
business of giving loans in ordinary course of its business, is exempt from complying with
the provisions of section 186 of the Companies Act, 2013 ("Act") with respect to
loans. Accordingly, the disclosures of the loans given as required under the aforesaid
section have not been made in this Board?s Report.
Particulars of loans and investments outstanding during the financial
year are furnished in notes to the standalone financial statements of the Company.
RISK MANAGEMENT:
The Risk Management Committee (RMC), functions in line with the
Non-Banking Financial Companies - Corporate Governance ("Reserve Bank")
Directions, 2015 and SEBI Listing Regulations. The Committee met six times during the
year, its terms of reference and functioning are set out in the Corporate Governance
Report. The Company understands that risk evaluation and risk mitigation is a function of
the Board of the Company, and the Board of Directors are fully committed to developing a
sound system for identification and mitigation of applicable risks viz., systemic and
nonsystemic. For detailed Risk Management procedure of the Company, please refer to the
Management Discussion & Analysis Report.
INTERNAL FINANCIAL CONTROL:
The Company has in place adequate internal financial controls with
reference to financial statements,
commensurate with the size, scale, nature and complexity of its
operations and regulatory requirements. A comprehensive review of the internal financial
controls environment of the Company was undertaken during the year which covered testing
of Process, IT and Entity level controls including review of key business processes for
updating Risk Control, Matrices, etc. The risk and control matrices are annually reviewed,
and control measures are tested and documented. Moreover, the Company continuously
upgrades its systems and undertakes review of policies, guidelines, manuals, and authority
matrix. The internal financial control is supplemented by extensive internal audits,
regular reviews by the Management and standard policies and guidelines to ensure
reliability of financial and all other records to prepare financial statements, its
reporting and other data. The Audit Committee of the Board reviews internal audit reports
given along with management responses. The Audit Committee also monitors the implemented
suggestions. The Company has, in all material respects, adequate internal financial
control over financial reporting and such controls are operating effectively. The
Statutory Auditors of the Company have also certified on the existence and operating
effectiveness of the internal financial controls relating to financial reporting as of
March 2023.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) of the Act and Regulation 4(2) (d)(iv) of
the SEBI Listing Regulations, the Company has in place a vigil mechanism named
"Breach of Integrity and Whistle Blower (Vigil Mechanism) Policy" to provide a
formal mechanism to the Directors and employees to report their concerns about unethical
behavior, actual or suspected fraud or violation of the Company?s Code of Conduct or
Business Ethics policy. The Policy provides for adequate safeguards against victimization
of employees who avail of the mechanism and also provides for direct access to the
Chairman of the Audit Committee in appropriate and exceptional circumstances.
The details of the said Policy is explained in the Corporate Governance
Report and is available on the website of the Company at https://poonawallafincorp.
com/investor-governance.php.
HUMAN RESOURCES:
Your Company firmly believes that employees are its greatest asset and
foundation of our operations is human capital. The focus of the Human Resources (HR)
strategy is to enable the growth of the Company through talent fulfilment for growth
areas, capability building in emerging technologies and building internal talent pipeline.
Your Company strives to create
a conducive environment for growth and development of our employees.
Training & Development initiatives are being taken for employees from time to time.
More details can be found in the human resource section in the Management Discussion &
Analysis Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
The Company has zero tolerance towards sexual harassment at the
workplace and has adopted a Policy for Prevention of Sexual Harassment? to
prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the
procedure for the redressal of complaints pertaining to sexual harassment, thereby
providing a safe and healthy work environment, in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act 2013 and
the rules thereunder ("POSH Act"). The Company has complied with the provisions
relating to the constitution of the Internal Committee under the POSH Act. During the year
under review, no case of sexual harassment was reported to the Internal Committee
("IC"). The composition of IC is in accordance with POSH Act. To build awareness
and appreciation of this area, we have implemented an online knowledge module leveraging
our learning management system. We continue to strive harder with each passing year to
ensure we succeed in bringing the best out of our people and enable the organization to
create value for its shareholders and employees.
INFORMATION TECHNOLOGY:
The Company has made unprecedented progress in establishing
best-in-class technology infrastructure and ecosystem. A total paradigm shift has been
executed by the Company from in-house developed applications landscape to
Software-As-A-Service ("SAAS") model. This has enabled the Company to start
benefiting from the latest features and integrations within a short time. By using SAAS
applications, the Company has also leveraged industry best practices which are baked into
these systems.
SAAS platform has been implemented for Enterprise Resource Planning
("ERP") system. This software system provided by a US-based technology giant is
a market leader in the ERP space. As part of this implementation business processes have
been aligned as per industry- best practices. There are multiple API based integrations
thus enabling end-to-end automation of each process. Automation of procure-to-pay cycle
will equally benefit the suppliers and employees. Deployment of this standard ERP product
is a testament to our commitment to complete transparency in our operations.
Further technological advancements have been executed in asset
management. With a large footprint of branches spread across the country, it was
imperative to have traceability of all the Company assets and fixtures. This has now been
achieved such that administration and technology departments have much better control over
their assets.
A new Collections system has also been launched. This application is
fully integrated with the core loan management system. Our collections officers can use
the mobile app on which the cases allocated to them for collecting shall appear. Simple
and convenient interface of this application will help improve collection efficiency of
the Company.
On the infrastructure side also, we have seen a major upgradation. The
on-premises data center has been completely shut down. This will result in substantial
cost savings for the Company. With the entire technology infrastructure now hosted in
cloud, the Company is poised very well to handle rapid upscaling of business with ease.
Looking forward, the Company has laid out a vision to increase focus on
customer centricity. In alignment with this vision, it has been planned to enhance
customer facing applications. As a first step a new mode of EMI payment, Bharat Bill
Payment System (BBPS) has been introduced by the Company. With this initiative the
penetration of digital payments will definitely see a huge rise.
Work is also underway at expanding the scope of data warehouse and
implementing a data lake. This will enable analysts to use superior algorithms like
machine learning and artificial intelligence to derive better insights into our
customers? needs and their behaviors. The new platform will cater to internal MIS,
analytics, and real time insights.
CORPORATE IMAGE BUILDING & ENGAGING TARGET AUDIENCE:
Some of the key initiatives undertaken by the Company during the year
are:
> Public Relations
To create awareness about Poonawalla Fincorp Limited ("PFL")
and the new management with external stakeholders and the media, we did an extensive
Public Relations ("PR") campaign throughout the year. Through specific
communication and messaging we reached out to our stakeholders and informed them about the
organization?s development as well as work post-acquisition. We focused on getting
the
right visibility for the Company and made sure that there is an overall
positive sentiment for the organization. Some of the leading media houses including
electronic channels, newspapers as well as online publications covered the growth story of
the organization and gave us good visibility. The Company?s vision and mission were
well placed in the media and we got excellent positive visibility for the Brand Poonawalla
Fincorp. We successfully overshadowed the erstwhile Magma Fincorp?s legacy and were
successful in positioning Poonawalla Fincorp as one of the leading NBFCs in the country
with digital-first tech-led approach. We also positioned our organization as best in class
financial products and solution providing company in the consumer and MSME financing
space.
As part of our PR initiatives, we did an extensive media outreach to
inform our stakeholders about the management, its vision along with its flawless
execution. A healthy mix of english and regional media coverage has positioned Poonawalla
Fincorp as a force to reckon within NBFC space.
a. Leadership Profiling at various leading publications
With strategic communication and media reach out we did some large
format interviews for our top management with leading publications like Moneycontrol,
Financial Express, Economic Times, Hindu Business Line, etc. This gave us media visibility
and helped us position our leadership as an industry though leaders.
b. Digital PR campaigns
We are building the brand digitally through strategic content
placements in the form of authored articles, press releases as well as opinion pieces. So
far, successfully featured content on various leading digital publications like
Moneycontrol, LiveMint, Hindustan Times, ETBFSI, Indian Express.
c. Regional Influencer Engine
Successfully identified, onboarded, and coordinated with various
regional youtubers on creating content around brand Poonawalla Fincorp and its various
products. So far 12 videos have been published and more than 10,000 people viewed these
videos. These videos were made and published by various regional youtubers with a
cumulative subscriber base of 3 Lakh.
> Employer Branding:
a. Launch of LinkedIn Brand management activity
Successfully positioned Poonawalla Fincorp as employer of choice
through various interventions. We have started regularly posting about key milestones,
important awards, and recognitions as well as various employee engagement activities. Some
of the LinkedIn posts on important days and festivals helped us garner good engagement as
well as followers for organization?s LinkedIn profile.
b. Events and PR for employer branding
The Company not only applied and was recognized in key employer
branding platforms like Most Preferred Employer of the Year Awards 2022-23, but also build
visibility in these forums through communication channels and leadership visibility.
Poonawalla Fincorp was also featured in HR trend stories in key national publications
through interviews and authored articles.
> Branding and Internal Communication
Effective and timely communication of all the important announcements
as well as initiatives from the internal communications desk. Also, did end-to-end
branding for all stakeholders like customers, channel partner, digital aggregators &
employees.
Following are some of the important projects taken care by brand and
internal communication team:
Joy of Giving- Initiative to donate food to the needy ones in
association with RobinHood Army- Successful communication amongst employees resulted in
massive contribution for the initiative;
Quarterly Organisational Townhalls;
Rewards and Recognitions (R&R) rebranding and communication
framework - both for employees as well as partners;
Branch Branding - End to end branding activity as well as
standardization of branding across branches (New as well relocated ones); and
Business R&R for all product teams.
> Events and Awards:
a. Partnership with various events
Collaborated with marquee brands to participate in national level media
events like News18?s Rising India Summit 2023, Yourstory?s Tech Sparks 2023,
MoneyControl?s Fintech Summit 2023. These events attracted top think tanks of India
and the financial and tech sectors, thus giving Poonawalla Fincorp significant visibility
amongst our key stakeholders as well as helping the brand build thought leadership and
visibility in key markets.
b. Awards and Recognitions
Awards and Recognitions received during the year:
Most Preferred Workplaces 2022-23 by Merkesmen Daily in
association with India Today;
The Economic Times Best Brands 2022 at 5th Edition of Economic
Times Conclave;
Top CX Delivering Brands at 3rd Economic Times Customer
Experience (CX) summit 2022;
Best Digital NBFC of the year 2022 at 4th annual NBFC India
summit;
The Fastest Growing NBFC of the year at ELETS 100 leaders of
excellence awards;
Cybersecurity Financial Team of the year at Cyber Security
Excellence Awards 2022; and
Best NBFC in Customer Service at 4th annual NBFC India summit.
> Corporate Social Responsibility
During the Financial Year 2022-23, the Company did not have any
obligation to spend under Corporate Social Responsibility as enumerated in Section 135(5)
of the Act. The Company has spent an amount of '74.45 Lakh towards ongoing projects.
CUSTOMER RELATIONSHIP MANAGEMENT:
Poonawalla Fincorp strives to be the most trusted financial services
brand with Quality of Customer Service being one of the pillars for our Company. Our
Company also believes in ethics, integrity, good governance, professionalism,
transparency, and customer satisfaction.
Several key initiatives were undertaken to enhance the
Customer Experience:
Implementation of Net Promoter Score ("NPS") which is
a leading indicator of Customer Loyalty and Cross Sell. PFL have tied up with Litmus
World, a leading brand in Customer Loyalty Assessment to conduct NPS survey through
unbiased customer feedback. Customer experience across key moments of truth - Sales,
Onboarding, Service and Exit is conducted based on questionnaire to identify opportunities
for improvement;
Annual NPS score is 54, which is very competitive as per
industry standards;
Reaching out to customers digitally being a core area which our
Company has started working on with data migration to start with several blueprints;
With Customer Centricity at core, PFL embarked on the mission to
enable its customer services digitally for real time instant servicing leading to instant
resolution of customer Queries, via IVR and WhatsApp, with an average Self-Serve Adoption
> 20% of the Overall QRGs.
Key Initiatives in FY23:
Enhancement of Self-Service Adoption;
Dedicated Social Media Desk;
Enabled WhatsApp for real time Customer servicing;
Centralized NOC Desk to dispatch proactively for POC Product.
To ensure we treat customers fairly; we have
implemented the following:
Transparency
Tariff sheet included in Welcome Letter to ensure complete
transparency of all charges;
System enabled acknowledgement for every request & complaint
communicated to customer at the time of registration;
Unbiased customer feedback recorded via NPS framework at
critical moments of truth across the loan journey to understand customers?
expectations.
Servicing customers in their preferred language
Agreement copy in vernacular languages are available at
branches;
Sanction letters are also provided in vernacular language.
Handling Grievances effectively
Complaints are resolved within defined Service Level Agreement
("SLA") as per the Case Type ("CT") Sub Type ("ST");
Complaints Root Cause Analysis ("RCA") Forum conducted
on a quarterly basis to address key process gaps, if any;
Rigorous training and continuous improvements for front line
staff conducted on a regular basis to ensure highest standards of service quality;
Continuous Call Quality monitoring;
All Grievance resolutions checked for service recovery; and
Proactive approach to identify potential escalations/ grievances
from customers for quick redressal.
DIRECTORS AND KEY MANAGERIAL PERSONNEL: Board Composition
The composition of the Board of Directors of the Company is governed by
the Act and Regulation 17 of the SEBI Listing Regulations and is in conformity with the
same. As on March 31, 2023, the Board of Directors comprised a combination of ten
Directors as mentioned below:
Sr.
No. |
Name |
Designation |
DIN |
1 |
Mr. Adar
Cyrus Poonawalla |
Chairman,
Non-Executive
Director |
00044815 |
2 |
Mr. Abhay
Bhutada |
Managing
Director |
03330542 |
3 |
Mr. Amar
Deshpande |
Non-Executive
Director |
07425556 |
4 |
Mr. Atul
Kumar Gupta |
Non-
Executive Director |
01052730 |
5 |
Mr. Sajid
Fazalbhoy |
Non-
Executive Director |
00022760 |
6 |
Mr. Bontha
Prasada Rao |
Independent
Director |
01705080 |
7 |
Mr. G.
Jaganmohan Rao |
Independent
Director |
06743140 |
8 |
Mr.
Prabhakar Dalal |
Independent
Director |
00544948 |
9 |
Mr. Sanjay
Kumar |
Independent
Director |
09466542 |
10 |
Mrs.
Vijayalakshmi R Iyer |
Independent
Director |
05242960 |
There were no changes in the Board composition during the year.
The Board mix provides a combination of professionalism, knowledge and
experience required in the NBFC sector.
Re-appointment:
Mr. Bontha Prasada Rao (DIN: 01705080) was re-appointed as an
Independent Director of the Company for a second term of three years with effect from
December 10, 2022 to December 09, 2025 considering his expertise, skills and knowledge.
His reappointment as Independent Director was approved by the Members of the Company
through Postal Ballot passed on November 29, 2022. Mr. Rao is not liable to retire by
rotation.
Retirement by Rotation:
In accordance with the provisions of Section 152 of the Act read with
Articles of Association of the Company, Mr. Amar Deshpande (DIN: 07425556) retires by
rotation at the ensuing AGM and being eligible, offers himself for re-appointment.
The Board of Directors of your Company recommends the re-appointment of
the Director liable to retire by rotation at the ensuing AGM.
Appropriate resolution seeking your approval for the aforesaid
re-appointment along with brief profile of the said Director is forming part of the Notice
convening the 43rd AGM of your Company.
Key Managerial Personnel:
In terms of Section 203 of the Act, the following are the Key
Managerial Personnel of the Company as on March 31, 2023:
1. Mr. Abhay Bhutada, Managing Director;
2. Mr. Sanjay Miranka, Chief Financial Officer; and
3. Mrs. Shabnum Zaman, Company Secretary.
There were no changes in Key Managerial Personnel during the year.
Declaration from Independent Directors:
The Company has received the necessary declaration from each
Independent Director in accordance with Section 149(7) of the Act and Regulation 16(1)(b)
and 25(8) of the SEBI Listing Regulations, that he/she meets the criteria of independence
as laid out in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations.
In terms of Regulation 25(8) of the SEBI Listing Regulations,
Independent Director have confirmed that they are not aware of any circumstances or
situation which exists or may be reasonably anticipated that could impair or impact their
ability to discharge their
duties. Based upon the declarations received from the Independent
Directors, the Board of Directors has confirmed that they meet the criteria of
independence as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations and
that they are independent of the management.
In terms of Section 150 of the Act read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules, 2014, as amended, Independent
Directors of the Company have included their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate Affairs. There has been no
change in the circumstances affecting their status as Independent Directors of the
Company.
In the opinion of the Board, the Independent Directors possess the
requisite integrity, experience, expertise, and proficiency required under all applicable
laws and the policies of the Company.
A separate meeting of the Independent Directors was held on January 20,
2023.
During the year under review, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions with the Company, other than sitting
fees and commission, as applicable, received by them.
Fit and Proper Policy:
The Company adheres to the process and methodology prescribed by the
RBI in respect of the Fit & Proper? criteria as applicable to NBFCs,
signing of Deeds of Covenants which binds the Directors to discharge their
responsibilities to the best of their abilities, individually and collectively in order to
be eligible for being appointed/ re-appointed as a Director of the Company.
All the Directors of the Company have confirmed that they satisfy the
"fit and proper" criteria as prescribed in Chapter XI of RBI Master Direction
No. DNBR. PD. 008/ 03.10.119/2016-17 dated September 1, 2016 and that they are not
disqualified from being appointed/ continuing as Directors in terms of Section 164(2) of
the Act. The prescribed declarations / undertakings given by the Directors, are placed
before the Nomination and Remuneration Committee for its review and noting.
Familiarisation Programme for Independent Directors:
In compliance with the requirement of Regulation 25 of SEBI Listing
Regulations, the Company has put in place a Familiarisation Programme for the Independent
Directors to familiarise them about the Company and their roles, rights, responsibilities
in the Company.
The details of the Familiarisation Programme along with the number of
hours spent by each of the Independent Directors during the Financial Year 2022-23 is
explained in the Corporate Governance Report. The same is also available on the website of
the Company at https:// poonawallafincorp.com/investor-financials.php
Performance Evaluation:
The Board conducted the performance evaluation of the Individual
Directors, Board Committees, Board as a whole and the Chairman of the Board in accordance
with the provisions of the Act and the SEBI Listing Regulations, including the Guidance
Note on Board Evaluation issued by SEBI.
The Board evaluated the effectiveness of its functioning and that of
the Committees and of individual Directors by seeking their inputs on various aspects of
Board/Committee Governance through structured questionnaire.
The aspects covered in the evaluation included the contribution to and
monitoring of corporate governance practices, participation in the long-term strategic
planning and the fulfilment of Directors' obligations and fiduciary responsibilities,
including but not limited to, active participation at the Board and Committee meetings.
Also, the Nomination and Remuneration Committee has carried out an
evaluation of every Director?s performance and reviewed the self-evaluation submitted
by the respective Directors. These meetings were intended to obtain Directors? inputs
on effectiveness of Board/ Committee processes.
The Board considered and discussed the inputs received from the
Directors. Further, the Independent Directors at their meeting reviewed the performance
and role of Non-Independent Directors and the Board as a whole and Chairperson of the
Board Meeting of the Company. Further, the Independent Directors at their meeting had also
assessed the quality, quantity, and timeliness of flow of information between the Company
management and the Board that was necessary for the Board to effectively and reasonably
perform their duties.
Outcome of evaluation process:
Based on inputs received from the members, it emerged that the overall
performance evaluation of the Board, composition, and quality, understanding the business
including risks, process and procedures, oversight of financial reporting process
including internal controls and audit functions, ethics and compliances and monitoring
activities, has been found to be reasonably good.
Similarly, the effectiveness of the Board Committees has been rated
high. The Committees of the Board function effectively. Sufficient time is allotted for
discussion of the agendas. Contrary views were also encouraged and the same were viewed in
the right perspective. The performance of the Chairman of the Company has been found to be
Excellent and was rated 5 within the overall rating scale of 1 to 5. The Chairman
demonstrates effective leadership qualities and skills, provides strategic directions and
guidance to the Company and addresses recommendations/ suggestions of the Board Members
including divergent views. Overall, the Board was functioning very well in a cohesive and
interactive manner. Last year recommendations of Independent Directors and Board on
Performance Evaluation have been largely implemented.
Remuneration Policy:
The Board has, on the recommendation of the Nomination and Remuneration
Committee adopted the Remuneration Policy, which inter alia includes policy for selection
and appointment of Directors, Key Managerial Personnel, Senior Management Personnel and
their remuneration. The salient features of the Remuneration Policy are stated in the
Corporate Governance Report. The Remuneration Policy of the Company is available on the
Company?s website under the web link https://
poonawallafincorp.com/investor-financials.php
Code of Conduct for Directors and Employees:
The Company has adopted a Code of Conduct for its Directors and
employees including a Code of Conduct for Independent Directors which suitably
incorporates the duties of Independent Directors as laid down in the Act. The said Codes
can be accessed on the Company?s website at https://poonawallafincorp.com/investor-
governance.php
In terms of the SEBI Listing Regulations, all Directors and Senior
Management Personnel have affirmed compliance with their respective codes. The Managing
Director has also confirmed and certified the same, which certification is provided at the
end of the Report on Corporate Governance.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of our knowledge and belief, your Directors make the
following statements in terms of Section 134 (5) of the Act:
a. that in the preparation of the annual accounts for the year ended
March 31, 2023, the applicable Ind AS have been followed along with proper explanation
relating to material departures, if any;
b. that such accounting policies as mentioned in Notes to the annual
accounts have been selected and applied consistently and judgement and estimates have been
made 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 of the profit of the Company for the year
ended on that date;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d. that the annual accounts have been prepared on a going concern
basis;
e. that proper internal financial controls are in place and that the
financial controls are adequate and are operating effectively; and
f. that proper systems to ensure compliance with the provisions of all
applicable laws are in place and that such systems are adequate and operating effectively.
MEETINGS:
A minimum of four pre-scheduled Board meetings are held annually.
Additional Board meetings are convened by giving appropriate notice to address the
Company?s specific needs. In case of business exigencies or urgency of matters,
resolutions are passed by circulation.
During the year under review, five Board Meetings and Seven Audit
Committee Meetings were convened and held, the details of which are given in the Corporate
Governance Report. The intervening gap between the meetings was within the period
prescribed under the Act and SEBI Listing Regulations.
COMMITTEES OF THE BOARD OF DIRECTORS:
The Committees of the Board focus on certain specific areas and make
informed decisions in line with the delegated authority.
Audit Committee
The Audit Committee presently comprises ofMr. Prabhakar Dalal who
serves as the Chairman of the Committee, Mr. Amar Deshpande, Mr. G Jaganmohan Rao, Mr.
Sanjay Kumar and Mrs. Vijayalakshmi R Iyer, as other members. The terms of reference of
the Audit Committee have been furnished in the Corporate Governance Report. All the
recommendations made by the Audit Committee during the year were accepted by the Board.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee presently comprises of Mr.
Prabhakar Dalal who serves as the Chairman of the Committee, Mr. Amar Deshpande and Mr. G
Jaganmohan Rao as other members. The terms of reference of the Nomination and Remuneration
Committee has been furnished in the Corporate Governance Report.
Stakeholders' Relationship Committee
The Stakeholders? Relationship Committee presently comprises of
Mr. Prabhakar Dalal who serves as the Chairman of the Committee, Mr. Amar Deshpande, Mr.
Sajid Fazalbhoy and Mr. Sanjay Kumar as other members. The terms of reference of the
Stakeholders? Relationship Committee have been furnished in the Corporate Governance
Report.
Corporate Social Responsibility (CSR) Committee
The Corporate Social Responsibility Committee presently comprises of
Mr. Abhay Bhutada who serves as the Chairman of the Committee and Mr. Amar Deshpande, Mr.
G Jaganmohan Rao and Mrs. Vijayalakshmi R Iyer, as other members.
The Annual Report on CSR activities is annexed herewith and marked as
Annexure 1. Further, in terms of the amended CSR Rules, the Chief Financial Officer has
certified that the funds disbursed have been utilized for the purpose and in the manner
approved by the Board.
The other Committees of the Board are the Asset Liability Management
Committee, Risk Management Committee, IT Strategy Committee, Review Committee, and the
Management Committee. The details of composition, terms of reference and number of
meetings held for the respective Committees have been furnished in the Corporate
Governance Report.
CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
In line with the requirements of the Act and the SEBI Listing
Regulations, the Company has in place a Policy on Related Party Transactions and the same
can be accessed on the Company?s website at its weblink i.e.,
https://poonawallafincorp.com/investor-aovernance. php. All transactions with Related
Parties are placed before the Audit Committee for approval. All related party transactions
that were entered into during the financial year were on an arm?s length basis and in
the ordinary course of business, the particulars of such transactions are disclosed in the
notes to the financial statements. Disclosures of related party transactions of the
Company with the promoter/promoter group
which holds 10% or more shareholding in the Company, if any, is given
in note to the standalone financial statements.
All the related party transactions that were entered into during the
year were on an arm?s length basis and in ordinary course of business. All the
related party transactions that were entered into during the year were on an arm?s
length basis and in ordinary course of business. The nature of related party transaction
require disclosure in AOC -2, the same is attached with this Report as Annexure-2.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:
During the year under review there were no significant material orders
passed by the Regulators/ Courts/ Tribunals against the Company which would impact the
going concern status or its future operations.
STATUTORY AUDITORS:
Walker Chandiok & Co LLP, Chartered Accountants, (Firm Registration
No. 001076N/N500013 have been appointed as the Statutory Auditors of the Company for a
period of three years to hold office from the conclusion of the Forty-First AGM till the
conclusion of the Forty-Fourth AGM as per Section 139 of the Act and Guidelines for
Appointment of Statutory Central Auditors (SCAs)/ Statutory Auditors (Sas) of Commercial
Banks (excluding RRBs), UCBs and NBFCs (including HFCs) dated April 27, 2021 issued by
Reserve Bank of India ("RBI Circular"). The Statutory Auditors have given
confirmation to the effect that they are eligible to be appointed and that they have not
been disqualified in any manner from continuing as Statutory Auditors. The remuneration
payable to the Statutory Auditors shall be determined by the Board of Directors based on
the recommendation of the Audit Committee.
The standalone and the consolidated financial statements of the Company
have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under
Section 133 of the Companies Act, 2013. The notes on financial statements referred to in
the Auditors? Report are self-explanatory and do not call for any further comments.
The Auditors? Report does not contain any qualification, reservation, adverse remark,
or disclaimer.
Pursuant to the RBI Circular and the Policy, the Company is required to
appoint a Joint Statutory Auditor for a period of three years, to hold office from the
conclusion of the Forty-Third AGM until the conclusion of the Forty- Sixth AGM of the
Company.
In this regard, based on a review of the profile, including the size,
experience and area of specialization and recommendation of the Audit Committee the Board
has, on April 26, 2023, inter alia, approved and recommended for the approval of the
members, the appointment of M/s. Kirtane & Pandit LLP, Chartered Accountants (Firm
Registration Number: 105215W/W100057), as the Joint Statutory Auditor of the Company, for
a period of three years to hold office from the conclusion of the Forty-Third AGM until
the conclusion of the Forty- Sixth AGM of the Company for the purpose of the audit of the
financial statements, with power to the Board (including the Audit Committee of the Board
or any other person(s) authorized by the Board or Audit Committee in this regard), to do
all such acts, matters, deeds and things as may be necessary or desirable in connection
with or incidental for giving effect to the said appointment of the Joint Statutory
Auditors.
M/s. Kirtane & Pandit LLP was established in 1956, the firm has
offered over six decades of audit & quality assurance, value-added services, and a
solution-driven system for all its clients. The firm endeavor to provide sound financial
solutions and guidance to their clients. An institution of professionally authorized
chartered accountants and financial advisors who are committed to strengthening the
significance and optimizing the quality of deliverables while maintaining its goal of deep
ethical commitment and professional responsibility.
SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board ofDirectors
of the Company has appointed M/s. MKB & Associates, Practicing Company Secretaries
[Membership No-7596] to conduct the Secretarial Audit for the FY 2022-23. The Secretarial
Audit Report confirms that the Company has complied with the provisions of the Act, Rules,
SEBI Listing Regulations and Guidelines and that the report does not contain any
qualification. The Secretarial Audit Report for the financial year ended March 31, 2023,
is annexed herewith and marked as Annexure-3.
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of your Company had appointed M/s. SIUT & Co LLP, Company Secretaries (Firm
Registration No. L2021MH011500) to act as the Secretarial Auditor of the Company for FY
2023-24.
M/s. SIUT & Co LLP, Company Secretaries is a peer reviewed
Practicing CS firm registered with the Institute of Company Secretaries of India (ICSI),
providing services in diverse domains having more than three
decades of experiences in the field of Company Law and allied matters,
Securities Laws, Foreign Exchange Management Laws, MSME, and Insolvency and Bankruptcy
law, Secretarial Audit, Due Diligence & SEBI, Company Law etc.
COST AUDITORS:
Being an NBFC, maintenance of cost records and requirement of cost
audit as prescribed under the provisions of Section 148(1) of the Act are not applicable
in respect of the business activities carried out by the Company.
SECRETARIAL STANDARDS:
The Company complies with all applicable Secretarial Standards issued
by Institute of Company Secretaries of India.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
In May 2021, SEBI made an amendment to Regulation 34(2)(f) of the SEBI
Listing Regulations, by introducing enhanced disclosure requirements regarding ESG
parameters through a revised format called Business Responsibility and Sustainability
Report ("BRSR"). The BRSR format replaced the previous Business Responsibility
Report. The revised disclosures were introduced to increase transparency in reporting and
enable market participants to identify and assess sustainability-related risks and
opportunities. BRSR is mandatory from FY 2022-23.
As a responsible organization we take various measures to mitigate our
impact on the environment, ensure our conduct is responsible towards our internal and
external stakeholders and invest in good governance practices. This year we have
undertaken detailed stakeholder engagement on ESG as a part of materiality assessment,
which will help us adopt a structured approach towards ESG and will also become a
cornerstone of our ESG journey. Our various efforts towards responding to the stakeholder
needs and concerns are addressed in the BRSR, covering the 9 principles of National
Guidelines on Responsible Business Conduct ("NGRBC").
The BRSR provides an avenue for disclosing an overview of the entity's
material ESG risks and opportunities, goals and targets related to sustainability and
performance against them. As per Regulation 34 of the SEBI Listing Regulations, BRSR for
FY 2022-23 is annexed as Annexure-4.
CORPORATE GOVERNANCE:
Your Company complies with the provisions laid down in Corporate
Governance laws. It believes in and practices good corporate governance. The Company
maintains transparency and also enhances corporate accountability. In terms of Regulation
34 of SEBI Listing Regulations read with Schedule V, the following forms part of this
Report:
(i) Declaration regarding compliance to Code of Conduct by the Board
Members and Senior Management Personnel;
(ii) A certificate from a Practicing Company Secretary that none of the
directors on the Board of the Company have been debarred or disqualified from being
appointed or continuing as directors of companies by the Board/Ministry of Corporate
Affairs or any such statutory authority;
(iii) Report on the Corporate Governance; and
(iv) Practicing Company Secretaries Certificate regarding compliance of
conditions of Corporate Governance.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNING AND OUTGO:
Your Company does not have any activity requiring conservation of
energy or technology absorption and foreign exchange earnings and outgo.
OTHER DISCLOSURES:
During the year, there was no application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and any onetime
settlement with any Bank or Financial Institution during the year under review;
The Company has not defaulted in repayment of loans from banks
and financial institutions;
There were no delays or defaults in payment of
interest/principle of any of its debt securities;
Disclosures pursuant to RBI Master Directions, unless provided
in the Board?s Report, form part of the notes to the standalone financial statements;
There was no raising of funds through Preferential Allotment,
Rights Issues or Qualified Institutional Placements etc.
ANNUAL RETURN:
Pursuant to Sections 92 and 134(3) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules, 2014 as amended, the Annual Return is
available at the website of the Company at https://poonawallafincorp.com/i
nvestor-financials.php
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required under Section 197(12) of the Act read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, is disclosed in this report as Annexure 5.
In terms of the proviso to Section 136(1) of the Act, the report is
being sent to all members, excluding the statement with respect to employees employed
throughout the year and employees employed for part of the year who were in receipt of
remuneration in excess of limits prescribed under Section 197 (12) of the Act read with
Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014. The statement is available for inspection by any member on request. Any
member interested in obtaining a copy of the said statement, may write an email to the
Company Secretary at secretarial@poonawallafincorp.com
TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to Section 124(5) of the Act read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as
amended from time to time) relevant amount which remained unpaid or unclaimed for a period
of seven years have been transferred by the Company, from time to time on due dates, to
the Investor Education and Protection Fund ("IEPF"). During the year under
review, your Company has transferred '5,00,692/- (Rupees Five Lakh Six Hundred Ninety-Two
only) to IEPF Authority.
Pursuant to Section 124 (6) of the Act and read with Rule 6 of the
Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (as
amended from time to time), all the underlying shares in respect of which dividends are
not claimed/ paid for the last seven consecutive years or more are liable to get
transferred to the IEPF. Accordingly, during the year under review, 20,299 equity shares
of face value of '2/- each, were transferred to IEPF Authority.
The Company has uploaded the details of unpaid and unclaimed amounts
lying with the Company as on July 29, 2022 (date of last Annual General Meeting) and also
the details of equity shares transferred to IEPF Authority on the Company?s website
https://poonawallafincorp.com/investor-info.php, and also on the Ministry of Corporate
Affairs? website (www.mca.gov.in).
FRAUD REPORTING:
During the year under review, neither the Statutory Auditors nor the
Secretarial Auditor has reported to the Audit Committee under Section 143 (12) of Act, any
instances of fraud committed against the Company by its officers or employees, the details
of which needs to be mentioned in the Board?s Report.
APPRECIATION:
Your directors would like to record their appreciation of the hard work
and commitment of the Company?s employees and warmly acknowledge the unstinting
support extended by its bankers, shareholders, regulators and other stakeholders in
contributing to the results.
For and on behalf of the Board
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