Bajaj Finance Ltd
Directors Reports
DIRECTORS' REPORT
Dear Shareholders,
Your directors present the thirty-fifth Annual Report along with the audited standalone
and consolidated financial statements for FY2022.
Sad demise of Shri Rahul Bajaj, Chairman Emeritus of the Company
At the outset, your directors express their profound grief on sad demise of Shri Rahul
Bajaj, the iconic leader of the Company, who passed away on 12 February 2022.
He lived an extraordinary life. He was the architect of one of the most respected
business groups in the country, a vocal proponent of entrepreneurship, and a voice of the
industry at large.
He stood for what he believed, a man driven by values, bold in both expression and
action. While he remained the torchbearer of a family legacy that dates back to the
founding days of our country, he championed the creation of a new India.
While his passing away has left a huge void among us, he leaves behind an unparalleled
foundation for all of us to build upon.
The Board of Directors ('Board') places on record its whole-hearted appreciation of the
invaluable contribution made by him to the spectacular success of the Company and the
Group over several decades.
Financial Results
The highlights of the standalone financial results are given below:
|
|
|
(Rs. in crore) |
| Particulars |
FY2022 |
FY2021 |
% change over FY2021 |
|
|
|
|
| Total income |
27,871 |
23,546 |
18 |
| Interest and finance charge |
7,573 |
7,446 |
2 |
| Net interest income |
20,298 |
16,100 |
26 |
| Total operating expenses |
7,090 |
5,016 |
41 |
| Pre-impairment operating profit |
13,208 |
11,084 |
19 |
| Impairment on financial instruments |
4,622 |
5,721 |
(19) |
| Profit before tax |
8,586 |
5,363 |
60 |
| Profit after tax |
6,350 |
3,956 |
61 |
|
|
|
|
| Retained earnings as at the beginning of the year |
13,487 |
10,349 |
30 |
| Profit after tax |
6,350 |
3,956 |
61 |
| Other comprehensive income on defined benefit plan |
(3) |
(26) |
(88) |
| Retained earnings before appropriations |
19,834 |
14,279 |
39 |
| Appropriations |
|
|
|
| Transfer to reserve fund u/s 45-IC(1) of the RBI Act, 1934 |
(1,271) |
(792) |
60 |
| Dividend paid |
(603) |
- |
- |
| Adjustment of dividend to ESOP Trust |
1 |
- |
- |
| Retained earnings as at the end of the year |
17,961 |
13,487 |
33 |
Due to rounding off, numbers presented in above table may not add up precisely to the
totals provided.
Transfer to Reserve Fund
Under section 45-IC(1) of Reserve Bank of India ('RBI') Act, 1934, non-banking
financial companies ('NBFCs') are required to transfer a sum not less than 20% of its net
profit every year to reserve fund before declaration of any dividend. Accordingly, Bajaj
Finance Ltd. (the 'Company', 'Bajaj Finance' or 'BFL) has transferred a sum of Rs. 1,271
crore to its reserve fund.
Pursuant to provisions of Companies Act, 2013 (the 'Act') read with relevant rules
thereunder, the Company, being a NBFC, is exempt from transferring any amount to debenture
redemption reserve in respect of privately placed debentures including the requirement to
invest up to 15% of the amount of debentures maturing during the next financial year.
However, the Company maintains sufficient liquidity buffer to fulfill its obligations
arising out of debentures. In case of secured debentures, an asset cover of over 100% is
maintained at all times.
Dividend Distribution Policy
Pursuant to the provisions of regulation 43A of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'SEBI
Listing Regulations'), the Company had formulated a dividend distribution policy, which
sets out the parameters and circumstances to be considered by the Board in determining the
distribution of dividend to its shareholders and/or retaining profit earned. The policy is
annexed to this report and is also available on the website of the Company at https://
cms-assets.bajajfinserv.in/is/content/bajajfinance/dividend-distribution-policypdf
Rs.scl=1&fmt=pdf
Dividend
RBI vide its circular dated 24 June 2021 have laid down framework for declaration of
dividend by NBFCs. Accordingly, the Board of Directors after taking into account various
aspects and in compliance with the said circular, recommend for consideration of the
members at the ensuing Annual General Meeting ('AGM'), payment of dividend of Rs. 20 per
equity shares (1000%) of face value of Rs. 2. The total dividend for FY2022 is Rs. 1,211
crore.
The dividend recommended is in accordance with the principles and criteria set out in
the Company's dividend distribution policy. Total dividend proposed for the year does not
exceed the ceilings specified in said circular/RBI Master Directions.
The dividend, if declared, at the ensuing AGM will be taxable in the hands of the
members of the Company pursuant to Income Tax Act, 1961. For further details on
taxability, please refer Notice of AGM.
The COVID-19 Pandemic
FY2022 was once again dominated by the COVID-19 pandemic as new waves of infection
swept across countries. In India, the second wave (called 'Delta') proved far more deadly
than the first that struck in 2020.
The advent of the highly transmissible variant 'Omicron' in early January 2022 (the
third wave) spread much dread across the world. During this wave, India's daily number of
reported cases peaked to nearly 350,000 on 20 January 2022 and the active case load was
over 22 million as on 23 January 2022. Fortunately, while highly transmissible, Omicron
was not as clinically deadly as Delta. So, while many got infected, almost all got well
again within a week or so, without hospitalisation and mortality.
The impact of the second and third wave of the pandemic on the performance of the
Company and measures adopted to steer through this continuing crisis have been discussed
in detail in Management Discussion and Analysis.
Working Results of the Company
The pandemic induced disruptions continued in FY2022 as well. The first half of FY2022
witnessed a significant impact of the deadly second (Delta) wave of the pandemic -
impacting performance of both business and debt management services. The third wave
(Omicron) strain was more transmissible; however, its impact on BFL's operation was
limited.
Drawing from its experience of FY2020 and the fact that the lockdowns were curtailed in
FY2022, the Company remained open for business with a nuanced strategy on acquisition and
underwriting across all its businesses.
As a result, BFL recorded a 29% growth in assets under management or AUM (core AUM
growth is 26%) and 59% growth in profit after tax on a consolidated basis in FY2022 versus
4% growth in AUM and 16% de-growth in profit after tax in FY2021. This was despite
continued disruption in business and debt management services in the first half of the
year, elevated level of credit cost and higher liquidity buffers. Return on average assets
(ROAA) and return on average equity (ROAE) for FY2022 was 4.2% and 17.4% respectively on a
consolidated basis.
The Company's business model continues to generate healthy pre-impairment operating
profits enabling it to withstand higher credit losses in times of stress such as these. It
remains well capitalised with a capital-to-risk weighted asset ratio (CRAR) of 27.22% as
on 31 March 2022 - making it among the best capitalised large NBFCs in India.
As a result of its deeply embedded risk culture and robust risk management practices,
the Company's portfolio quality as of 31 March 2022 continues to remain strong despite of
repeated waves of COVID-19.
BFL's consolidated Gross NPA at 1.60% and Net NPA at 0.68% are among the lowest in the
industry.
Using its robust risk management and portfolio monitoring framework, BFL took enhanced
credit costs based on emerging trends across its different portfolios. It holds a
management overlay provision for macroeconomic factors and COVID-19 of Rs. 1,060 crore as
on 31 March 2022.
The consolidated performance highlights for FY2022 are given below:
• Number of new loans booked: 24.7 million
• Core AUM grew by 26% to Rs. 192,087 crore
• Total income increased by 19% to Rs. 31,640 crore
• Net interest income (NII) rose by 27% to Rs. 21,892 crore
• Total operating cost to NII stood at 34.6%
• Loan losses and provisions was Rs. 4,803 crore
• Profit before tax (PBT) increased by 59% to Rs. 9,504 crore
• Profit after tax (PAT) increased by 59% to Rs. 7,028 crore
• Capital adequacy ratio as of 31 March 2022 was 27.22%, which is well above the
RBI norms.
Tier I adequacy ratio was 24.75%
With the experience of managing significant financial and operational disruption
emanating from the pandemic, the transformational journey that BFL has embarked upon and
the exit momentum of FY2022, the Company remains confident of a sound growth trajectory in
FY2023 and thereafter and, hence, remain a leading NBFC in India.
Resilience and agility are deeply embedded in BFL's culture. These cultural anchors
have enabled BFL to make swift and calibrated changes to its risk and debt management
practices to regain its business momentum while maintaining strong vigil on its portfolio
quality and adapting to changing customer preferences of post pandemic world.
For more details on the performance of the Company, business segments and risk
management framework and initiatives, please refer Management Discussion and Analysis.
Operations
BFL is one of the largest and most diversified NBFCs in India. It has worked with
approximately 57.6 million customers since it started its transformational journey in
FY2008 from a mono-line captive lender to a diversified financial service business. During
this period, the Company expanded its presence to 3,504 locations with a distribution
network of over 133,200 points of sale and also created a strong presence in the digital
space.
BFL was among the early movers to transit to digital processes in the financial
services industry. It had already moved from 'Physical' to 'Phygital' in a seamless manner
and has embarked to move to the last phase, namely 'Digital', in the last four years.
The Company believes that each customer is a critical asset in its growth journey and
their satisfaction is BFL's primary responsibility - which it thrives to achieve through
an omnichannel strategy. Business transformation requires significant changes in operating
processes and core technology stack of the Company. It focuses on building an
'omnichannel' model to deliver significant business velocity, reduction in operating costs
and significant improvement in customer experience. This model with an integrated offering
of products and services, will enable BFL to become a 'moment of truth' enterprise for its
customers.
Further details regarding the operations, state of affairs and initiatives of the
Company are given in the Management Discussion and Analysis.
Subsidiaries, Associates and Joint Ventures
The Company has two wholly owned subsidiaries, viz.,
i. Bajaj Housing Finance Ltd. ('BHFL' or 'Bajaj Housing'), which is registered with
National Housing Bank as a Housing Finance Company ('HFC'); and
ii. Bajaj Financial Securities Ltd. ('BFinsec'), which is registered with the
Securities and Exchange Board of India ('SEBI') as a stockbroker and depository
participant.
During FY2022, no new subsidiary was incorporated/acquired. The Company does not have
any associate company, nor has it entered into a joint venture with any other company.
The financial statements of the subsidiary companies are also available in a
downloadable format under the 'Investor Relations' section on the Company's website at
https://www.bajajfinserv.in/finance-investor- relation-annual-reports
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://
cms-assets.bajajfinserv.in/is/content/bajajfinance/policy-for-determining-material-
subsidiariespdf Rs.scl=1&fmt=pdf
In terms of the said policy and provisions of regulation 16 of the SEBI Listing
Regulations, BHFL is a material subsidiary of the Company.
Performance highlights of the subsidiaries are given below:
BHFL
• AUM as at 31 March 2022 was Rs. 53,322 crore as compared to Rs. 38,871 crore as
at 31 March 2021, representing a growth of 37%
• Total income increased by 19% to Rs. 3,767 crore
• NII rose by 36% to Rs. 1,612 crore
• Total operating cost to NII stood at 29%
• Impairment on financial instruments was Rs. 181 crore. BHFL holds a management
overlay provision of Rs. 211 crore as of 31 March 2022 on account of COVID-19 related
stress
• Gross NPA and Net NPA were at 0.31% and 0.14%, respectively, amongst the lowest
across all HFCs
• PBT increased by 57% to Rs. 960 crore
• PAT grew by 57% to Rs. 710 crore
• As on 31 March 2022, capital adequacy ratio was 19.71%, which is well above the
NHB norms of 15%
During FY2022, the Board has approved a capital infusion up to Rs. 2,500 crore to
reduce leverage and fund accelerated growth of BHFL.
As on date of this report, the total investment in BHFL is approximately Rs. 7,528
crore.
BFInsec
• The customer franchise as of 31 March 2022 was over 331,000
• Total Income for FY2022 was Rs. 124 crore
• PAT was Rs. 17 crore
In order to support BFinsec to augment its business growth, facilitate working capital
requirements, and building proprietary trading book, the Company infused capital to the
tune of Rs. 400 crore.
The total investment in BFinsec as on 31 March 2022 is approximately Rs. 670 crore.
For more detailed discussion on the performance of the subsidiaries and their various
segments, refer to the Management Discussion and Analysis.
A separate statement containing the salient features of the subsidiaries in the
prescribed form AOC-1 is attached to the standalone financial statements.
Bajaj Finserv Direct Ltd. ('BFS-Direct')
BFS-Direct is primarily engaged in business of distribution of financial products
through its digital marketplace. BFS-Direct is registered with Insurance Regulatory and
Development Authority of India as a composite Corporate Agent for distribution of
insurance (life and general) products in India.
During FY2022, the Company along with Bajaj Finserv Ltd., holding company made joint
investments in the form of Equity shares and/or Convertible Loan or Security into Equity
Shares for an aggregate amount of Rs. 283.16 crore. Out of this, investment in equity
share capital of BFS-Direct stands at Rs. 2.69 crore representing 19.90% of its capital.
It may be noted that BFS-Direct is neither a subsidiary nor an associate of the
Company.
Details of investment made in BFS-Direct also forms part of the financial statements.
Customer Engagement
The Company is committed to fairness, in both form and spirit, in its conduct with
customers. One of the key aims of the Company is to communicate transparently its terms,
rights and liabilities to enable them to make prudent financial decision.
In line with the above, the Company strives to create a culture of 'Customer Obsession'
and endeavors to provide a frictionless experience across the lifecycle, from
pre-disbursal to closure of loan, deposit accepting activities and other value-added
services. The Company measures its Net Promoter Score to rate its customer loyalty. This
helps the Company to gauge the outcome of its customer engagement efforts.
To strengthen the customer engagement and monitoring process, the Board of Directors
have voluntarily constituted a Customer Service Committee, in line with the requirements
applicable to Banks. It is headed by an Independent Director. The Committee consists of
following Board members:
| 1. |
Pramit Jhaveri - |
Chairman, non-executive, independent |
| 2. |
Dr. Naushad Forbes - |
Member, non-executive, independent |
| 3. |
Sanjiv Bajaj - |
Member, non-executive, non-independent |
| 4. |
Rajeev Jain - |
Member, executive, non-independent |
The terms of reference are:
• To oversee and guide implementation of service enhancement initiatives across
the Company.
• To review grievance redressal and issues bearing on the quality of services
rendered by the Company to its customers, adherence to the Fair Practices Code, review of
awards under Ombudsman scheme and implementation of the internal ombudsman policy.
The Committee shall endeavor to meet at least once every six months.
In addition, the Company has in place a Consumer Grievance and Protection Committee
consisting of Senior Executives of the Company, inter alia, to conduct root cause
analysis for complaints and oversee the measures taken for grievance redressal of
customers.
The initiatives of the Company towards customer engagement are detailed in the
Management Discussion and Analysis.
Risk Management
During the year under review, a revised Risk Management Policy/framework was adopted by
the Board.
This framework, inter alia, provides for principles of risk management, risk
governance, organisation structure, business control measures, principle risks and
business continuity plan. The Management identifies and controls risks through a defined
framework in terms of the aforesaid policy.
The Company continued to closely monitor new acquisitions and product portfolios to
navigate through the second and third waves of COVID-19 during the year and maintain risk
metrics at pre-covid levels.
Further, in Q3 FY2022, the Company has changed its NPA classification criteria from
number of EMI outstanding to Days Past Due approach in line with the RBI circular dated 12
November 2021 - 'Prudential norms on Income Recognition, Asset classification and
provisioning pertaining to advances- Clarification'.
This change did not cause any negative impact on the Company's Gross Non-Performing
Asset.
The current composition of Risk Management Committee ('RMC') is as follows: Anami N
Roy, Chairman of the Committee (Independent Director), Sanjiv Bajaj (non-executive,
non-independent director), Pramit Jhaveri (Independent Director), Rajeev Jain (Managing
Director), Fakhari Sarjan (Chief Risk Officer), Sandeep Jain (Chief Financial Officer) and
Deepak Bagati (President - Debt Management Services). Further details on RMC is furnished
in Corporate Governance Report.
More detailed discussion on the Company's risk management and portfolio quality is
covered in the Management Discussion and Analysis.
Business Continuity and Cyber Security
The Company continues to leverage its technological capabilities and operate in a
hybrid model based on business roles and requirements. Multiple facilities like virtual
private networks, laptops for employees, higher bandwidth availability and digital
collaboration platforms etc. have enabled and facilitated operations in the
'Work-from-Home' protocol where required. The Company continues to offer remote access for
identified IT vendors/partners to enable full resources for user support, data centre
support, application maintenance and testing. All key IT systems are compliant to ISO
22301 Business Continuity Standard. Simultaneously, the Company has initiated a phase-wise
launch of its 3-in-1 application and continues its journey to become a digital
organisation.
The Company operates all its critical internet-facing properties behind a well-known
cloud-based web application firewall to safeguard against web application attacks as well
as distributed denial of service attacks. Further, regular vulnerability assessment and
penetration testing, review of segregation of duties, other audit and compliance
testing(s] have ensured that the Company's information assets are safe and secure.
As a part of the brand protection efforts and to safeguard customer's interest, the
Company constantly monitors and, where needed, removes inappropriate/misleading social
media pages. An awareness programme is conducted for all employees using the digital
channel regarding cyber security.
Public awareness campaign ‘Savdhan Rahein. Safe Rahein was launched across
digital and social media platforms to educate customers and the public at large on
financial fraud risks and how to stay protected. Employees of the Company are required to
undergo a mandatory online learning module on information security and affirm that they
have understood these and are aware of the protocols to be followed. Regular information
security related mailers are sent to all employees for awareness and training purpose.
The Company will continue its focus on security monitoring and incident response
through its security operations center.
A detailed discussion on information systems, cyber security and information technology
is covered under Management Discussion and Analysis.
Directors and Key Managerial Personnel ('KMP')
A. Change in Directorate
i. Resignation:
Dr. Omkar Goswami with effect from 9 July 2021, and Ranjan Sanghi and Dr. Gita Piramal
with effect from close of business hours on 30 April 2022 resigned as non-executive
independent director of the Company. The Board places on record its sincere appreciation
for the valuable contribution made by them during their tenure on the Board.
ii. Appointment:
• On recommendation of Nomination and Remuneration Committee ('NRC'), the Board
has appointed Pramit Jhaveri as an independent director of the Company for a period of
five consecutive years effective 1 August 2021. Further, shareholders have approved his
appointment through a postal ballot on 17 November 2021.
The Board is of the opinion that Pramit Jhaveri is a person of integrity, expertise,
and has competent experience to serve the Company as an independent director.
Pramit Jhaveri served as CEO of Citibank N.A. for over a decade. However, this position
not being one of the categories exempting such persons from appearing in proficiency test
as per Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, he
will undertake the test within the prescribed time limit.
• The Board, at its meeting held on 26 April 2022, based on the recommendation of
NRC, appointed Radhika Haribhakti as an additional director and independent director for a
period of five consecutive years with effect from 1 May 2022.
The Board is of the opinion that Radhika Haribhakti is a person of integrity,
expertise, and has relevant experience to serve the Company as an independent director.
Radhika Haribhakti is exempted from requirements of clearing the online proficiency
test pursuant to rule 6(4) of Companies (Appointment and Qualifications of Directors)
Rules, 2014, as amended. However, she has on a voluntary basis appeared and cleared the
proficiency test.
iii. Retirement:
Dipak Poddar ceased to be a Director of the Company from the close of business hours on
31 March 2022, upon completion of his second term as an independent director.
The Board places on record its sincere appreciation for the valuable service and
contribution made by him during his long association with the Company.
B. Directors liable to retire by rotation
Rajeev Jain retires by rotation at the ensuing AGM, being eligible, offers himself for
re-appointment.
Brief details of Rajeev Jain, who is seeking re-appointment, are given in the Notice of
AGM.
C. KMPs
There was no change in the KMPs of the Company during FY2022.
Declaration by Independent Directors
The independent directors have submitted a declaration of independence, stating that
they meet the criteria of independence provided under section 149(6) of the Act read with
regulation 16 of the SEBI Listing Regulations, as amended. The independent directors have
also confirmed compliance with the provisions of rule 6 of Companies (Appointment and
Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name
in the databank of independent directors.
The Board took on record the declaration and confirmation submitted by the independent
directors regarding them meeting the prescribed criteria of independence, after
undertaking due assessment of the veracity of the same in terms of the requirements of
regulation 25 of the SEBI Listing Regulations.
Policy on Directors' Appointment and Remuneration
On recommendation of the NRC, the Board has framed a Remuneration Policy. This policy, inter
alia, provides
(a) The criteria for determining qualifications, positive attributes and independence
of directors; and
(b) Policy on remuneration of directors, key managerial personnel and other employees.
The policy is directed towards a compensation philosophy and structure that will reward
and retain talent; and provides for a balance between fixed and incentive pay reflecting
short and long-term performance objectives appropriate to the working of the Company and
its goals.
The Remuneration Policy is available on the Company's website and can be accessed at
https://cms-assets. bajajfinserv.in/is/content/bajajfinance/remuneration-policypdf
Rs.scl=1&fmt=pdf
As per the requirements of the RBI Master Directions and SEBI Listing Regulations,
details of all pecuniary relationship or transactions of the non-executive directors
vis-a-vis the Company are disclosed in the Corporate Governance Report.
Compliance with Code of Conduct
All Board members and senior management personnel have affirmed compliance with the
Company's Code of Conduct for FY2022.
A declaration to this effect signed by the Managing Director is included in this Annual
Report.
Annual Return
A copy of the Annual Return as provided under section 92(3) of the Act, in the
prescribed form, which will be filed with the Registrar of Companies/MCA, is hosted on the
Company's website and can be accessed at
https://www.bajajfinserv.in/finance-investor-relation-annual-reports
Number of Meetings of the Board
Six (6) meetings of the Board were held during FY2022. Details of the meetings and
attendance thereat forms part of the Corporate Governance Report.
Directors' Responsibility Statement
The financial statements are prepared in accordance with the Indian Accounting
Standards (Ind AS) under historical cost convention on accrual basis except for certain
financial instruments, which are measured at fair values pursuant to the provisions of the
Act and guidelines issued by SEBI/RBI. Accounting policies have been consistently applied
except where a newly issued Accounting Standard is initially adopted or a revision to an
existing Accounting Standard requires a change in the accounting policy. These form a part
of the Notes to the financial statements.
In accordance with the provisions of section 134(3) (c) of the Act and based on the
information provided by the Management, the directors state that:
i. in the preparation of the annual accounts, the applicable Accounting Standards have
been followed along with proper explanation relating to material departures;
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 at the end of the financial year and of the profit
of the Company for FY2022;
iii. they have taken proper and sufficient care 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;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and
vi. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and are operating effectively.
Audit Committee
During the year under review, consequent to resignation of Dr. Omkar Goswami, the Audit
Committee was re-constituted to induct Anami N Roy as member and Chairman in his place.
Further, Pramit Jhaveri was inducted as member of the Committee effective 1 August 2021.
The present composition of the Committee is Anami N Roy as Chairman and Sanjiv Bajaj,
Dr. Naushad Forbes and Pramit Jhaveri as other members.
During FY2022, all recommendations of the Audit Committee were accepted by the Board.
The brief terms of reference and attendance record of members are given in the
Corporate Governance Report.
Particulars of Loans, Guarantees and Investments
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 Act with respect to loans and guarantees. Accordingly,
the disclosures of the loans given as required under the aforesaid section have not been
made in this Report.
In addition to investment in subsidiaries and group companies which is covered above,
details of major investments in other companies are under:
1. One MobiKwik Systems Ltd. ('MobiKwik'):
Pursuant to a commercial agreement with MobiKwik, the Company was allotted 15,389
compulsorily convertible cumulative preference shares, in tranches, against receivables
aggregating approximately to Rs. 15.67 crore. Total investment in MobiKwik as on 31 March
2022 is approximately Rs. 296.89 crore.
Further, MobiKwik sub-divided equity shares of face value of Rs. 10 to face value of
Rs. 2 and issued bonus shares in the ratio of 1:3.
The total equity shares held by the Company in MobiKwik is 7,979,440 equity shares
(post giving effect to sub-division and bonus) representing 13.95% of its capital on a
fully diluted basis.
During FY2022, MobiKwik has received in-principle approval from SEBI in respect of an
Initial Public Offer (IPO). The IPO size is Rs. 1,900 crore, out of which the Offer for
Sale (OFS) pool is approximately Rs. 400 crore. The Company has expressed its intention to
participate in the OFS to the extent permissible under SEBI Regulations.
2. RBL Bank Ltd.:
The Company continues to stay invested in RBL Bank Ltd. Information regarding
investments covered under the provisions of section 186 of the Act is detailed in the
financial statements.
Employee Stock Options ('ESOP')
The Company offers stock options to select employees to foster a spirit of ownership
and an entrepreneurial mindset. Because of their nature, stock options help to build a
holistic, long-term view of the business and a sustainability focus in the senior
management team. Stock options are granted to tenured employees in managerial and
leadership positions upon achieving defined thresholds of performance and leadership
behaviour. This has contributed to the active involvement of the leadership and senior
team who are motivated to ensure long-term success of the Company. Grant of stock options
also allow the Company to be conservative in awarding fixed pay, balance short-term
incentives with risk considerations and build the focus on consistent long-term results.
During FY2022, number of options that could be granted under the scheme was enhanced by
10,000,000 stock options convertible into 10,000,000 equity shares of the face value of
Rs. 2 fully paid-up. Total option that could be granted under the scheme stands revised
from 25,071,160 options (adjusted for sub-division and bonus) to 35,071,160 options. The
treatment of unvested and vested options at the time of retirement has also been amended
during the year under review.
A statement giving complete details, as at 31 March 2022, under regulation 14 of the
SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is available on
the website of the Company and can be accessed at
https://www.bajajfinserv.in/finance-investor-relation-annual-reports
The Employee Stock Option Scheme, 2009 adopted by the Company is in line compliance
with provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021.
Grant wise details of options vested, exercised and cancelled are provided in the notes
to the standalone financial statements.
The Company has not issued any sweat equity shares or equity shares with differential
voting rights during FY2022.
Share Capital
During FY2022, 2,841,894, equity shares, at applicable grant prices, were allotted to
BFL Employee Welfare Trust under the BFL Employee Stock Options Scheme, 2009.
As on 31 March 2022, the paid-up share capital of the Company stood at Rs. 121.09 crore
consisting of 605,429,233 equity shares of face value of Rs. 2 fully paid-up.
Related Party Transactions
All contracts/arrangement/transactions entered by the Company during FY2022 with
related parties were in compliance with the applicable provisions of the Act and SEBI
Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all
related party transactions which are foreseen and of repetitive nature. Pursuant to the
said omnibus approval, details of transaction entered into is also reviewed by the Audit
Committee on a quarterly basis.
All related party transactions entered during FY2022 were on arm's length basis and not
material under the Act and SEBI Listing Regulations. None of the transactions required
members' prior approval under the Act or SEBI Listing Regulations.
Details of transactions with related parties during FY2022 are provided in the notes to
the financial statements. There were no transaction requiring disclosure under section
134(3](h] of the Act. Hence, the prescribed Form AOC-2 does not form a part of this
report.
The policy on materiality of related party transactions and on dealing with related
party transactions was amended in line with SEBI (Listing Obligations and Disclosure
Requirements) (Sixth Amendment) Regulations, 2021. The policy is available on the website
of the Company at https://cms-assets.
bajajfinserv.in/is/content/bajajfinance/policy-of-materiality-and-dealing-with-related-party-
transactionpdf Rs.scl=1&fmt=pdf and also forms a part of the Corporate Governance
Report.
Material Changes and Commitments
There were no material changes and commitments affecting the financial position of the
Company which occurred between the end of the financial year and the date of this report.
Conservation of Energy
The operations of the Company are not energy intensive. The Company implements various
energy conservation measures across all its functions and value chain, which are
highlighted in the Business Responsibility and Sustainability Report.
Technology Absorption
The details pertaining to technology absorption have been explained in the Management
Discussion and Analysis.
Considering the nature of services and businesses, no specific amount of expenditure is
earmarked for Research and Development. However, the Company on an ongoing basis strives
for various improvements in the products, platforms and processes.
Foreign Exchange Earnings and Outgo
During FY2022, the Company did not have any foreign exchange earnings and the foreign
exchange outgo in terms of actual outflow amounted to Rs. 177.04 crore.
Corporate Social Responsibility ('CSR')
The CSR Committee comprises of three directors viz., Dr. Naushad Forbes, Sanjiv Bajaj
and Rajeev Jain.
The Board at its meeting held on 26 October 2021 has appointed Dr. Naushad Forbes as
Chairman of the Committee with effect from 27 October 2021.
The CSR obligation of the Company for FY2022 is Rs. 120.89 crore (after adjustment). As
on 31 March 2022, total amount spent on CSR activities by Company is Rs. 60.01 crore.
As per section 135 of the Act read with Companies (Corporate Social Responsibility)
Rules, 2014, as amended, the Company is required to transfer any unspent amount, pursuant
to any ongoing project undertaken by the Company in pursuance of its Corporate Social
Responsibility Policy, within a period of thirty days from the end of the financial year
to a special account opened by the Company in that behalf for that financial year in any
scheduled bank called Unspent Corporate Social Responsibility Account.
Some part of the mandatory obligations for FY2022 remained unspent as the funding for
ongoing projects were delayed/reduced on account of COVID-19 pandemic and lockdowns.
Besides, few pertaining to COVID relief did not require anticipated funds as the third
wave was not as severe as estimated, thereby requiring it to be transferred to an Unspent
Corporate Social Responsibility Account. Accordingly, the Company has opened necessary
bank account to transfer unspent amount of Rs. 60.88 crore.
Detailed information on CSR Policy, its salient features, CSR initiatives undertaken
during the year, details pertaining to spent and unspent amount forms part of Annual
Report on CSR activities.
The CSR policy has been hosted on the website of the Company and can be accessed at
https://cms-assets.
bajajfinserv.in/is/content/bajajfinance/corporate-social-responsibilitypdf
Rs.scl=1&fmt=pdf
Further, Chief Financial Officer has certified that the funds disbursed have been
utilised for the purpose and in the manner approved by the Board for FY2022.
Formal Annual Evaluation
Pursuant to section 178 of the Act, the NRC and the Board has decided that the
evaluation shall be carried out by the Board only and the NRC will only review its
implementation and compliance.
Further, as per Schedule IV of the Act and provisions of SEBI Listing Regulations, the
performance evaluation of independent directors shall be done by the entire Board
excluding the directors being evaluated, on the basis of performance and fulfillment of
criteria of independence and their independence from Management. On the basis of the
report of the performance evaluation, it shall be determined whether to extend or continue
the term of appointment of independent director.
Accordingly, the Board has carried out an annual performance evaluation of its own
performance, that of its Committees, Chairperson and individual directors.
The manner in which formal annual evaluation of performance was carried out by the
Board for the year 2021-22 is given below:
• The NRC at its meeting held on 19 May 2020, reviewed the criteria for
performance evaluation.
The criteria is available on the website of the Company at
https://cms-assets.bajajfinserv.in/is/content/
bajajfinance/performance-evaluation-criteria-for-board-committees-of-board-chairperson-and-
directorspdf Rs.scl=1&fmt=pdf
• Based on the said criteria, a questionnaire-cum-rating sheet was deployed using
an IT platform for seeking feedback of the directors with regards to the performance of
the Board, its Committees, the Chairperson and individual directors.
• From the individual ratings received from the directors, a report on summary of
ratings in respect of performance evaluation of the Board, its Committees, Chairperson and
individual directors for the year 2021-22 and a consolidated report thereof were arrived
at.
• The report of performance evaluation so arrived at was then discussed and noted
by the Board at its meeting held on 14 March 2022.
• The NRC reviewed the implementation and compliance of the performance evaluation
at its meeting held on 14 March 2022.
• Based on the report and evaluation, the Board and NRC at their respective
meetings held on 14 March 2022, determined that the appointment of all independent
directors may continue.
• Details on the evaluation of Board, non-independent directors and Chairperson of
the Company as carried out by the independent directors at their separate meeting held on
14 March 2022 have been furnished in a separate paragraph elsewhere in this report.
• During FY2022, the criteria and process followed by the Company was reviewed by
the NRC, which opined these to be satisfactory.
Other than Chairman of the Board and NRC, no other Director has access to the
individual ratings given by directors.
Significant and Material Orders
During FY2022, there were no significant or material orders passed by any regulator or
court or tribunal impacting the going concern status and Company's operations in future.
Internal Financial Controls
Internal Financial Controls laid down by the Company is a systematic set of controls
and procedures to ensure orderly and efficient conduct of its business including adherence
to the Company's policies, safeguarding of its assets, prevention and detection of frauds
and errors, accuracy and completeness of the accounting records and timely preparation of
reliable financial information. Internal financial controls not only require the system to
be designed effectively but also to be tested for operating effectiveness periodically.
The Board is of the opinion that internal financial controls with reference to the
financial statements were tested and reported adequate and operating effectively. The
internal financial controls are commensurate with the size, scale and complexity of
operations.
Deposits
The Company accepts deposits from retail and corporate clients. As on 31 March 2022, it
had a standalone deposit book of Rs. 30,289.52 crore, delivering an annual growth of
17.39% in FY2022. Deposits contributed to 24.62% of BFL's standalone borrowings versus
25.84% as at the end of FY2021.
The consolidated deposits book as on 31 March 2022 stood at Rs. 30,800 crore,
delivering an annual growth of 19% in FY2022. Deposit contributed to 19% of its
consolidated borrowings as on versus 20% at the end of FY2021.
During FY2022, the Company accepted public deposits of Rs. 9,264.53 crore. Public
deposits outstanding as at the end of the year aggregated to Rs. 21,184.07 crore.
Pursuant to provisions of the RBI Act, 1934, the Company has created a charge on
statutory liquid assets amounting to Rs. 3,910.12 crore in favour of the trustee for Fixed
Deposit ('FD') holders.
During FY2022, the Company accepted corporate deposits (CDs) of Rs. 17,383.16 crore.
CDs outstanding as on 31 March 2022 were Rs. 4,253.48 crore.
During FY2022, the Company accepted other deposits of Rs. 4,094.15 crore. Other deposit
outstanding as on 31 March 2022 were Rs. 4,851.58 crore.
During FY2022, there was no default in repayment of deposits or payment of interest
thereon.
With a view to reduce unclaimed amount of fixed deposits, the Company adopted the
following process:
• Wherever payment of deposit amount and interest thereon is rejected by bank of
the deposit holder, Customer Service Team calls the depositor to inform about rejection
reason and advise them the process for change of linked bank account;
• In addition, SMS/Email/Physical letter are also sent to depositors to inform
them of rejection reason(s) and advise them to initiate appropriate action for change of
bank details;
• Account payee cheque in the name of the customer for unclaimed amount is
dispatched at customer's communication address (excluding deceased cases, where settlement
is to be done as per nomination/ survivorship clause);
• In case of death of depositors, claim settlement process is advised to joint
depositors/nominee/legal heir, as the case may be;
• Wherever the residential status of the depositors has changed from Resident to
Non-Resident, they are advised to submit updated FATCA/CRS declaration and to get their
bank details updated; and
• Assistance of Risk Containment Unit is sought to seek whereabouts of the
customer, wherever latter remains untraceable.
As on 31 March 2022, there were 23 FDs amounting to Rs. 33.96 lakh which had matured
and remained unclaimed and interest on matured deposits amounting to Rs. 1.89 lakh and
interest on active deposits amounting to Rs. 2.94 lakh had also remained unclaimed.
Borrowings
During FY2022, the Company has increased the borrowing limit from Rs. 160,000 crore to
Rs. 225,000 crore vide special resolution passed by the members on 2 March 2022.
The total borrowing as on 31 March 2022 is Rs. 123,040.25 crore. The breakup of the
same is as under:
| Particulars |
Deposits |
Bank Loans (TL/CC/OD/ WCDL) |
Non Convertible Securities |
Subordinate Debt |
Short-term Borrowings |
External Commercial Borrowing |
| Amount in crore) |
30,289.52 |
22,348.78 |
52,608.53 |
3,845.77 |
8,425.21 |
5,522.44 |
| % to total borrowing |
25% |
18% |
43% |
3% |
7% |
4% |
The Company had established a Secured Euro Medium Term Note Programme for USD 1.5
billion listed on Singapore Exchange Securities Trading Ltd. during FY2020, to be utilised
over a period.
Credit Rating
S&P Global Ratings have revised the credit rating outlook of the Company to
'Positive' from 'Stable' while reaffirming the Long-Term Rating at 'BB+' and Short-Term
Rating at 'B' on 30 March 2022 on the ground of Company's continued sound financial
performance.
The brief details of the ratings received from credit rating agencies by the Company
for all its outstanding instruments is given in General Shareholder Information.
Whistle Blower Policy/Vigil Mechanism
The Company has a Whistle Blower Policy encompassing vigil mechanism pursuant to the
requirements of the section 177(9) of the Act and regulation 22 of the SEBI Listing
Regulations. The whistle blower framework has been introduced with an aim to provide
employees, directors and value chain partners with a safe and confidential channel to
share their inputs about such aspects which are adversely impacting their work
environment. The policy/vigil mechanism has been revised recently and enables directors,
employees and value chain partners to report their concerns about unethical behaviour,
actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy
and leak or suspected leak of unpublished price sensitive information.
The concerns may be reported anonymously either through email or through a
'Confidential Feedback Mechanism', which is reviewed by a Whistle Blower Committee
comprising senior management representatives from within and outside the organisation. The
Audit Committee reviews the functioning of the vigil mechanism/Whistle Blower Policy once
a year.
The Whistle Blower Policy is uploaded on the website of the Company and can be accessed
at https://cms- assets.bajajfinserv.in/is/content/bajajfinance/whistle-blower-policy-v2pdf
Rs.scl=1&fmt=pdf
More details are given in Corporate Governance Report.
Independent Directors' Meeting
Pursuant to the Act and SEBI Listing Regulations, the independent directors must hold
at least one meeting in a financial year without attendance of non-independent directors
and members of the Management. Accordingly, independent directors of the Company met on 14
March 2022 and:
• noted the report of performance evaluation from the Chairman of the Board for
the year 2021-22;
• reviewed the performance of non-independent directors and the Board as a whole;
• reviewed the performance of the Chairman of the Board, taking into account the
views of executive directors and non-executive directors; and
• assessed the quality, quantity and timeliness of flow of information between the
Company's Management and the Board that is necessary for the Board to effectively and
reasonably perform their duties.
The independent directors present elected Dr. Naushad Forbes as Chairman for the
meeting. All independent directors were present at the meeting, except Dr. Gita Piramal to
whom the leave of absence was granted.
In addition, the independent directors have a separate meeting with the senior
management team (SMT), during which the SMT is encouraged to express its views and
concerns pertaining to the business. Suggestions from the directors are noted by the
Management.
RBI Guidelines
The Company continues to fulfil all the norms and standards laid down by RBI pertaining
to non-performing 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 27.22%
as on 31 March 2022. In line with the RBI guidelines for asset liability management (ALM)
system for NBFCs, the Company has an asset liability committee, which meets monthly to
review its ALM risks and opportunities. Further, BFL exceeds the regulatory requirement of
liquidity coverage ratio (LCR) introduced by the RBI in FY2020. As against the LCR
requirement of 60%, BFL's LCR as on 31 March 2022 was 134%.
The Company continues to be in compliance with the Master Direction for Non-Banking
Financial Company - Systemically Important Non-Deposit taking Company and Deposit taking
Company (Reserve Bank) Directions, 2016.
Corporate Governance
In terms of the SEBI Listing Regulations, a separate section titled Report on Corporate
Governance has been included in this Annual Report, along with the Management Discussion
and Analysis and report on General Shareholder Information.
The Managing Director and the Chief Financial Officer have certified to the Board in
relation to the financial statements and other matters as specified in the SEBI Listing
Regulations.
A certificate from auditors of the Company regarding compliance of conditions of
corporate governance is annexed to this Report.
Business Responsibility and Sustainability Report ('BRSR')
Pursuant to amendment in SEBI Listing Regulations, top 1,000 listed entities based on
market capitalisation are required to submit a BRSR with effect from the FY2023. However,
these top 1,000 listed entities may voluntarily adopt to submit the BRSR for FY2022 in
place of Business Responsibility Report.
Accordingly, the Company has adopted a Policy on BRSR and other ESG initiatives. A
detailed BRSR in the format prescribed by SEBI describing various initiatives, actions and
process of the Company towards the ESG endeavor has been hosted on Company's website and
can be accessed at https://www.bajajfinserv.in/ finance-investor-relation-annual-reports
Secretarial Standards of ICSI
The Company has complied with the requirements prescribed under the Secretarial
Standards on meetings of the Board of Directors (SS-l) and General Meetings (SS-2] read
with the MCA circulars granting exemptions in view of the COVID-19 pandemic.
Internal Audit
The internal audit function provides an independent view to the Board of Directors, the
Audit Committee and the Senior Management on the quality and efficacy of the internal
controls, governance systems and processes. In line with the RBI's guidelines on Risk
Based Internal Audit, the Company has adopted a Risk Based Internal audit policy.
At the beginning of each financial year, an audit plan is rolled out after approval of
the Audit Committee. Pursuant to Risk Based Internal Audit Framework, internal audit is
aligned in such a manner that assurance is provided to the Audit Committee and Board of
Directors on quality and effectiveness of the internal controls, and governance related
systems and processes.
The Audit Committee regularly reviews the internal audit reports and the adequacy and
effectiveness of internal controls. Significant audit observations, corrective and
preventive actions thereon are presented to the Audit Committee on a quarterly basis.
Statutory Auditors
Reserve Bank of India, through its circular dated 27 April 2021, issued Guidelines for
Appointment of Statutory Auditors (the 'Guidelines'/'circular'), mandating NBFCs
(including HFCs) with an asset size of Rs. 15,000 crore and above to appoint minimum two
audit firms as joint auditors for a continuous period of three years. Further, the
Guidelines also specifies that an auditor who has completed a period of three years
(counted as one tenure) as on the date of the circular shall not be eligible for
re-appointment in the same entity for six years (two tenures) after completion of one
tenure of three years. Subsequently, the RBI had also released Frequently Asked Questions
(FAQs) dated 11 June 2021, inter alia, clarifying that the existing statutory
auditors who have completed three years with an entity would not be able to continue as
auditors with effect from second half of FY2022, even though they may not have completed
their present tenure as approved by the Members of the said entity.
In terms of section 139 of the Act, S R B C & CO LLP, Chartered Accountants, (Firm
Registration No. 324982E/ E300003) ('SRBC') were appointed as Statutory Auditors of the
Company for a period of five consecutive years to hold office from the conclusion of the
30th AGM of the Company till the conclusion of the 35th AGM.
Given the RBI guidelines stated above, SRBC being ineligible to continue as Statutory
Auditors of the Company for FY2022, and had, therefore, tendered their resignation
effective from 13 November 2021.
In line with the RBI requirements, the Board of Directors, based on the recommendation
of the Audit Committee, at their meeting held on 16 September 2021, have proposed the
appointment of Deloitte Haskins & Sells, Chartered Accountants, (Firm Registration No.
302009E] ('Deloitte') and G. M. Kapadia & Co., Chartered Accountants, (Firm
Registration No.104767W) ('G. M. Kapadia') as Joint Statutory Auditors for a period of 3
years to conduct audit of the financial statements of the Company for the financial years
2022, 2023 and 2024.
Pursuant to the provisions of section 139(8) of the Act, members of the Company have
approved appointment of Deloitte and G. M. Kapadia as Joint Statutory Auditors effective
17 November 2021 till conclusion of 35th AGM. In the ensuing AGM, approval of the members
is being sought for their appointment as Joint Statutory Auditor for remaining two terms
from the conclusion of the 35th AGM till the conclusion of the 37th AGM for the financial
year ending 31 March 2023 and 31 March 2024 respectively.
The audit report given by Deloitte and G.M. Kapadia, Joint Statutory Auditors for
FY2022 is unmodified, i.e., it does not contain any qualification, reservation or adverse
remark or disclaimer.
In terms of the RBI Master Directions - Non-Banking Financial Companies Auditors'
Report (Reserve Bank) Directions, 2016, the previous auditors have also submitted an
additional report dated 17 July 2021, for FY2021 which has been filed with RBI. There were
no comments or adverse remarks in the said report as well.
Secretarial Auditor
Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed Shyamprasad D.
Limaye, Practicing Company Secretary (FCS No. 1587, CP No. 572), to undertake secretarial
audit of the Company.
A report from the secretarial auditor in the prescribed Form MR-3 is annexed to this
Report.
As per regulation 24A(1) of SEBI Listing Regulations, a listed company is required to
annex a secretarial audit report of its material unlisted subsidiary to its Annual Report.
The secretarial audit report of BHFL, a material subsidiary (a high value debt listed
company) for FY2022 is annexed herewith.
In addition, secretarial audit report pursuant to section 204 of the Act for BFinsec, a
non-material subsidiary is also annexed herewith.
Pursuant to regulation 24A(2) of SEBI Listing Regulations, a report on secretarial
compliance for FY2022 has been issued by Shyamprasad D. Limaye and the same will be
submitted with the stock exchanges within the given timeframe. The report will be made
available on the website of the Company.
There are no observations, reservations or qualifications or adverse remark in any of
the aforesaid reports.
Other Statutory Disclosures
• The financial statements of the Company and its subsidiaries are placed on the
Company's website at https://www.bajajfinserv.in/finance-investor-relation-annual-reports
• Details required under the provisions of section 197(12) of the Act read with
rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, as amended, containing, inter alia, the ratio of remuneration of directors to
median remuneration of employees, percentage increase in the median remuneration, are
annexed to this Report.
• Details of top ten employees in terms of the remuneration and employees in
receipt of remuneration as prescribed under rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended, containing details
prescribed under rule 5(3) of the said rules, which form part of the Directors' Report,
will be made available to any member on request, as per provisions of section 136(1) of
the Act.
• The Company being an NBFC, the provisions relating to Chapter V of the Act,
i.e., acceptance of deposit, are not applicable. Disclosures as per NBFC regulations have
been made in this Annual Report.
• The auditors, i.e., statutory auditors and secretarial auditors have not
reported any matter under section 143(12) of the Act, and therefore, no details are
required to be disclosed under section 134(3)(ca) of the Act.
• The provision of section 148 of the Act relating to maintenance of cost records
and cost audit are not applicable to the Company.
• The Company has a policy on prevention of sexual harassment at the workplace.
The Company has complied with the provisions relating to the constitution of Internal
Complaints Committee under Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. The number of complaints received, disposed off and
pending during FY2022 is given in the Corporate Governance Report.
• There is no change in the nature of business of the Company during FY2022.
• The securities of the Company were not suspended from trading during the year on
account of corporate actions or otherwise.
• 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.
• During FY2022, the Company has issued non-convertible debenture to the tune of
Rs. 16,650 crore and redeemed non-convertible debentures and subordinate debt to the tune
of Rs. 2,182 crore and
Rs. 50 crore respectively.
• The Managing Director, as per the terms of his appointment, does not draw any
commission or remuneration from subsidiary company. Hence, no disclosure as required under
section 197(14) of the Act has been made.
• As on 31 March 2022, there is no amount remaining unclaimed in respect of
non-convertible debentures.
• Neither any application was made, nor any proceeding is pending under the
Insolvency and Bankruptcy Code, 2016 against the Company.
• During FY2022, there was no instance of one-time settlement with Banks or
Financial Institutions. Therefore, as per rule 5(xii) of Companies (Accounts) Rules, 2014,
reasons of difference in the valuation at the time of one-time settlement and valuation
done while taking loan from the Banks or Financial Institutions are not reported.
• Disclosures pursuant to RBI Master Directions, unless provided in the Directors'
Report, form part of the notes to the standalone financial statements.
Acknowledgement
The Board of Directors places its gratitude and appreciation for the support and
cooperation from its members, the RBI and other regulators, banks, financial institutions,
trustees for debenture holders and fixed deposit holders.
The Board of Directors also places on record its sincere appreciation for the
commitment and hard work put in by the Management and the employees of the Company and its
subsidiaries and thanks them for yet an excellent year of performance.
On behalf of the Board of Directors
Sanjiv Bajaj
Chairman
Pune: 26 April 2022.