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DIRECTOR'S REPORT

Aditya Birla Money Ltd.

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Market Cap. (₹) 217.32 Cr. P/BV 10.12 Book Value (₹) 3.81
52 Week High/Low (₹) 67/28 FV/ML 1/1 P/E(X) 21.75
Bookclosure 03/07/2019 EPS (₹) 1.77 Div Yield (%) 0.00
Year End :2019-03 

Dear Members,

The Board of Directors of Aditya Birla Money Limited are pleased to present the 23rd Annual Report together with the Audited Financial Statements of the Company for the year ended March 31, 2019:

FINANCIAL HIGHLIGHTS

(Rs. in Crore)

Particulars

Financial Year 2018-19

Financial Year 2017-18

Revenue from Operations

168.05

162.15

Other Income

3.61

2.65

Total Income

171.66

164.80

Profit Before Tax

14.00

10.10

Tax Expenses

4.01

2.80

Profit for the year

9.99

7.30

Other Comprehensive Income

0.25

(0.34)

Total Comprehensive Income for the year

10.24

6.96

Earnings per Equity Share (Face Value of Re.1/- each)

Basic

1.78

1.31

Diluted

1.77

1.30

The financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013 and the Companies (Indian Accounting Standards) Rules, 2015.

RESERVES

The Company does not propose to carry any amount to the reserves.

DIVIDEND

In order to conserve cash for Company's operations, your Directors do not recommend any dividend for the year under review.

STATE OF THE COMPANY'S AFFAIRS

Information on the operational and financial performance, among others, is provided in the Management Discussion and Analysis Report which forms part of the Annual Report.

HOLDING AND SUBSIDIARY COMPANY

Aditya Birla Capital Limited is the Holding Company of the Company. During the year under review, Aditya Birla Commodities Broking Limited, a wholly owned subsidiary of the Company, got amalgamated with the Company with effect from December 14, 2018 pursuant to the National Company Law Tribunal Order dated November 14, 2018 approving the Scheme of Amalgamation and accordingly ceases to be a subsidiary of the Company.

CREDIT RATING

CRISIL Limited and India Ratings & Research Pvt. Ltd. have assigned ratings of 'CRISIL A1 ' and 'IND A1 ' for the Commercial Paper Programme of the Company for an amount of Rs.500 Crore.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts and arrangements with related parties have been entered into by the Company in its ordinary course of business and at arm’s length. The particulars of such contracts and arrangements with related parties are given in notes to the Financial Statements, forming part of this Annual Report.

The details of the material related party transactions entered into during the year under review are provided in Form AOC-2, which is attached as “Annexure A" to this Report.

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place the Policy on dealing with Related Party Transactions which is available on its website at the link: https://stocksandsecurities.adityabirlacapital.com/about-us/investor.

SHARE CAPITAL

During the year under review, the Company had issued and allotted 1,79,219 Equity Shares on exercise of the Options granted under the Employees Stock Option Scheme 2014 of the Company. Consequently, as at March 31, 2019, the paid-up Equity Share Capital of the Company stood at Rs.5.63 Crore, consisting of 5,63,01,357 Equity Shares of Re.1/-each. The Company has 10,00,000 8% Redeemable Non-Convertible Non-Cumulative Preference Shares of Rs.100/-each outstanding as on March 31, 2019. The Company had, during the year, with the consent of the preference shareholder, extended the period of redemption and increased the redemption price of the Preference Shares.

EMPLOYEE STOCK OPTIONS

Disclosure pursuant to Section 62(1)(b) of the Companies Act, 2013 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 & SEBI (Share Based Employee Benefits) Regulations, 2014:

The Company had formulated the ABML Employee Stock Option Scheme - 2014 (ABML ESOP Scheme - 2014) with the approval of the shareholders at the Annual General Meeting dated September 09, 2014.

Nature of Disclosure

Particulars

Options granted on December 02, 2014

25,09,341

Options outstanding as on April 01, 2018

6,99,531

Options vested during the year

1,77,198

Options exercised during financial year 2018-19

1,79,219

Total number of shares arising as a result of exercise of options

1,79,219

Options lapsed

Nil

Exercise Price

Rs.34.25 per option

Variation of terms of options

None

Money realised by exercise of options

Rs.61,38,252/-

Total number of Options in force as on March 31, 2019

5,20,312

Employee-wise details of options granted to: (i) Key Managerial Personnel

No. of options granted

No. of options outstanding

Mr. Murali Krishnan L.R. - Manager

27,473

10,756

Mr. Vikashh K Agarwal - Company Secretary (Resigned with effect from July 31, 2017)

32,967

Nil

(ii) Any other employee who received a grant of options in the year under review amounting to 5% or more of total options granted during the year

Nil

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

Nil

There has been no material change to the ESOP Scheme - 2014 during the year and the Scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014. The Disclosures as required under Regulation 14 of SEBI (Share Based Employee Benefits) Regulations, 2014 has been hosted on the Company's website at the link: https:// stocks and securities.adityabirlacapital.com/about-us/investor

A certificate received from the Auditors on the implementation of the Company's Employees Stock Option Scheme 2014 will be placed at the ensuing Annual General Meeting for inspection by the Members.

Aditya Birla Capital Limited Employee Stock Option Scheme 2017

The shareholders of the Company vide a Special Resolution dated September 25, 2017 had approved the extension of benefits of the Aditya Birla Capital Limited Employee Stock Option Scheme 2017 to the employees of the Company and accordingly, stock options were granted to the employees of the Company. Total cost incurred by Aditya Birla Capital Limited till date is being recovered from the Company over the period of vesting. Accordingly, a sum of Rs.19,285,906/-has been recovered from the Company during the year which has been charged to the Statement of Profit and Loss.

DIRECTORS

Mr. G. Vijayaraghavan and Mr. P. Sudhir Rao hold office as Independent Directors till the conclusion of the ensuing AGM. Mr. G. Vijayaraghavan and Mr. P. Sudhir Rao have offered themselves for re-appointment for a second term of five years from the conclusion of the ensuing AGM till the conclusion of the 28th AGM to be held in the year 2024.

In accordance with the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have given a declaration that they meet the criteria of independence as provided in the said Section and in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Tushar Shah retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

During the year under review, Mr. Rajesh Gandhi resigned as the Company Secretary of the Company with effect from October 17, 2018 and Ms. Sangeeta Shetty has been appointed as the Company Secretary of the Company with effect from October 18, 2018.

The Board of Directors at their Meeting held on April 25, 2019 had subject to the approval of the Members, re-appointed Mr. Murali Krishnan L. R. as Manager for a period of five years with effect from May 06, 2019. The necessary resolution in this regard is being placed for approval of the Members at the ensuing AGM.

BOARD MEETINGS

The Board of Directors of the Company met 4 (four) times during the Financial Year 2018-19 on April 26, 2018, July 19, 2018, October 17, 2018 and January 17, 2019.

PERFORMANCE EVALUATION

The Company has in place a mechanism for evaluation of the performance of the Board, Committees, Individual Directors and the Chairman of the Board. The evaluation process inter-alia reviews participation of Directors at meetings, domain knowledge, business awareness and adherence to governance.

A formal annual evaluation had been made by the Independent Directors and the Board of the performance of the Committees, Individual Directors, Chairman and the Board for the year under review. The evaluation has been satisfactory and adequate and meets the corporate governance requirement of the Company.

AUDIT COMMITTEE

The Audit Committee comprises of:

Mr. P. Sudhir Rao Chairman, Independent Director

Mr. G. Vijayaraghavan Independent Director

Mr. Shriram Jagetiya Non-Executive Director

During the year under review, all recommendations of the Audit Committee were accepted by the Board.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to the financial statements. The controls comprise of policies and procedures for ensuring orderly and efficient conduct of the Company's business, including adherence to its policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

VIGIL MECHANISM (WHISTLE BLOWER POLICY)

In accordance with Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has established a Vigil Mechanism (Whistle Blower Policy) for Directors and Employees to report concerns. The Whistle Blower Policy has been hosted on the Company's website at the link: https://stocksandsecurities.adityabirlacapital.com/about-us/investor.

RISK MANAGEMENT

The Company has in place a Risk Management Policy for identification, assessment, measurement and reporting of business risks faced by the Company. The Risk Governance Committee monitors the risk management process.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

In accordance with Section 135 of the Companies Act, 2013 the Company has a Corporate Social Responsibility (CSR) Committee consisting of the following Members:

Mr. G. Vijayaraghavan Chairman, Independent Director

Mr. Gopi Krishna Tulsian Non-Executive Director

Ms. Pinky A Mehta Non-Executive Director

The CSR Policy of the Company is available on its website at the link: https://stocksandsecurities.adityabirlacapital.com/ about-us/investor and details thereof are provided as “Annexure B" to this Report.

AUDITORS

The Report of the Auditors, M/s. S. R. Batliboi & Co. LLP, Chartered Accountants (ICAI Firm Registration Number: 301003E / E300005), does not contain any qualification, reservation, adverse remark or disclaimer. The Auditors have not reported any fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Companies Act, 2013 during the year under review.

SECRETARIAL AUDITORS

M/s. BNP & Associates, Practicing Company Secretaries, were appointed as the Secretarial Auditors, to conduct the Secretarial Audit for the financial year ended March 31, 2019. The Secretarial Audit Report in Form MR-3 and the Secretarial Compliance Report for the financial year 2018-19 forms part of this Report as “Annexure C". The Reports do not contain any qualification, observation, reservation, adverse remark or disclaimer.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

ANNUAL RETURN

A copy of the Annual Return has been placed on the website of the Company and can be accessed at the link: https://stocksandsecurities.adityabirlacapital.com/about-us/investor.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review is presented as a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE

The Compliance Certificate from Ms. B. Chandra, Practicing Company Secretary, regarding compliance of conditions of Corporate Governance is annexed to this Report as “Annexure D".

REMUNERATION POLICY

The Remuneration Policy of the Company is available on its website at the link: https://stocksandsecurities. adityabirlacapital.com/about-us/investor and the salient features of the Policy in accordance with the provisions of Section 178(3) of the Companies Act, 2013 is placed as “Annexure E" to this Report.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in “Annexure F" to the Board's Report. Details as required under Rule 5(2) and 5(3) of the said Rules are available for inspection at the Registered Office of the Company during working hours for a period of twenty one days before the date of the AGM in accordance with Section 136(1) of the Companies Act, 2013. Any member interested in obtaining a copy thereof may write to the Company Secretary at the Registered Office of the Company.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace and has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. No case was reported during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of energy - The Company's operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible.

b) Technology absorption - The minimum technology required for the business has been absorbed.

c) Foreign exchange earnings and outgo - The Company did not enter into any foreign currency transactions in the current year and previous year.

OTHER DISCLOSURES

During the year under review, there has been no change in the nature of business of the Company.

There are no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company i.e. March 31, 2019 and the date of this Board's Report.

The Company does not have and during the financial year ended March 31, 2019, has not accepted any deposit covered under Chapter V of the Companies Act, 2013.

As on March 31, 2019, the Company has not given loans, made investments or provided guarantees or securities as covered under Section 186 of the Companies Act, 2013.

No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

The Company is not required to maintain cost records under Section 148 of the Companies Act, 2013.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2019, the applicable accounting standards have been followed and there are no material departures from the same;

b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2019 and of the profit of the Company for year ended on that date;

c) 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;

d) they have prepared the annual accounts on a going concern basis;

e) 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

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

ACKNOWLEDGMENT

Your Directors take this opportunity to express their appreciation for the support and co-operation extended by the Members and other business associates. Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Government, Regulatory and Statutory bodies.

Your Directors place on record their deep appreciation for the exemplary contribution made by the employees of the Company at all levels. Their dedicated efforts and enthusiasm have been pivotal to the Company's growth.

For and on behalf of the Board of Directors

Aditya Birla Money Limited

Gopi Krishna Tulsian

Place : Mumbai Chairman

Date : April 25, 2019 DIN : 00017786

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