Executive Financial
Resume:
L&T Finance Limited (erstwhile Family Credit Limited) Annual Report 2017-18 1
Board’s Report
Dear Members,
The Directors of your Company have pleasure in
presenting the Twenty Fifth Annual Report together with the Audited Financial Statements for the Financial Year (“FY”) ended March 31, 2018.
FINANCIAL HIGHLIGHTS
The summary of the Company’s financial performance for FY 2017-18 as compared to the previous FY 2016-17 is given below:
(` in Lakh)
Particulars For the
year ended
March 31,
2018
For the
year ended
March 31,
2017
Total Income 5,24,568.84 4,14,497.54
Less: Total Expenses 4,81,115.37 4,11,655.80
Profit before tax/
(Loss)
43,453.47 2,841.74
Less: Provision for tax 14,461.31 1,237.57
Profit after tax/(Loss) 28,992.16 1,604.17
Profit for the period
carried to the balance
sheet
28,992.16 1,604.17
Add: Balance brought
forward from previous
year (Deficit)/Surplus
(25,742.80) (10,136.12)
Less: Transferred to
Special Reserve u/s 45-IC
of RBI Act, 1934
5,798.43 320.83
Dividend paid (Including
dividend distribution tax)
- 16,890.02
Less: Transfer to
Debenture Redemption
Reserve
2,309.66 -
Less: Transfer to reserve
u/s 36(1)(viii) of Income
tax Act, 1961
1,475.45 -
Less: Unamortised write
down on Investment
250.12 -
Surplus/ (deficit) in
the Statement of
Profit and Loss
(6,584.30) (25,742.80)
APPROPRIATIONS
During the year under review, the Company has
transferred ` 24.29 Lakh to General Reserve from
Debenture Redemption Reserve. Your Company
proposes to transfer ` 5,798.43 Lakh (previous year:
` 320.83 Lakh) to Special Reserve created under Section 45-IC of the Reserve Bank of India Act, 1934 and
` 1,475.45 Lakh (previous year: Nil) to Special Reserve created under Section 36(1) (viii) of Income tax Act, 1961.
INFORMATION ON THE STATE OF AFFAIRS OF THE
COMPANY
PERFORMANCE OF BUSINESSES
Farm Equipment Finance
This includes loans in respect of products such as farm equipment i.e. tractor and harvester. These products are intended for the farmers and hence the repayment of these loans is timed in line with the harvest seasons. The market has grown to ever highest levels of 7.12 Lakh units with a growth of 22% on the previous year. The Company has built on the gains that we initiated in the second half of last financial year on the back of improved collections which has helped drive business growth. The Company is currently the 2nd largest financier in this industry and enjoy strong relationships with all the leading OEMs.
Two Wheeler Finance
The two wheeler finance portfolio includes loans made in respect of two wheelers. It is one of the core businesses of the Company. The Company has grown its market
share through effective implementation of straight through processing through digital application which has helped reduce the turn around time drastically. This has helped in creating a very attractive customer and dealer position and thereby gaining market share in this business.
Microfinance
Microfinance business includes loans made to women in rural areas under the joint liability group model. During this year, the Company started with the overhang of demonetization which has increased the delinquencies in the market. The first half of this year was spent on strengthening the collections model which has helped reduce the absolute debtor exposure from the end
of the previous year. Apart from this, the Company has expanded in untapped well performing areas of
its existing states and entering into well performing 2 L&T Finance Limited (erstwhile Family Credit Limited) Annual Report 2017-18 geographies like Bihar, Assam & Tripura. This has helped the Company in maintaining the high growth trajectory while improving the book performance.
FINANCIAL PERFORMANCE OF THE COMPANY
The Company has achieved enhanced business
performance during the year under review, in comparison with the year ended March 31, 2017, in spite of the challenging economic environment and slowdown
in several sector. The performance of the Company is summarised as follows:
• Disbursement increased from ` 31,77,085 Lakh in
FY 2016-17 to ` 49,85,882 Lakh in FY 2017-18.
• Momentum in overall disbursement growth
with focus on high yield products led to revenue
growth with income from operations growing
from ` 4,08,205.22 Lakh in the year ended
March 31, 2017 to ` 4,99,744.95 Lakh during the
year under review. Total income has also grown
from ` 4,14,497.54 Lakh to ` 5,24,568.84 Lakh in
the same period.
• Gross portfolio assets recorded growth from
` 29,24,445.12 Lakh as at March 31, 2017 to
` 39,14,560.74 Lakh as at March 31, 2018.
• Profit before Tax grew from ` 2,841.74 Lakh in
FY 2016-17 to ` 43,453.47 Lakh in FY 2017-18.
• Profit after Tax grew from ` 1,604.17 Lakh in
FY 2016-17 to ` 28,992.16 Lakh.
• Net worth of the Company as on
March 31, 2018 was ` 8,56,389.80 Lakh vis-à-vis
` 6,87,938.89 Lakh as on March 31, 2017.
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 to which these financial statements relate and the date of this Report.
DIVIDEND
The Directors have considered it financially prudent in the long-term interest of the Company to reinvest the profits into the business of the Company to build a strong reserve base and growth, accordingly no dividend has been been recommended for the year ended
March 31, 2018.
CREDIT RATING
During the year under review, CARE Ratings Limited
(“CARE”) and ICRA Limited (“ICRA”) reviewed the
ratings on various debt instruments of the Company. Furthermore, new rating was assigned by India Ratings and Research Private Limited (“India Ratings”) to the non-convertible debentures (“NCDs”) of the Company. CARE has upgraded the long-term rating to “CARE
AAA” (Triple A by CARE) from “CARE AA+” (Double
A Plus by CARE) on the outstanding rated issues of Secured Redeemable NCDs, Secured NCDs (Public
Issue), Unsecured Redeemable NCDs (Subordinated
Debt) and long-term bank borrowings. The said
rating agency, has also upgraded the rating on the Unsecured NCDs issued by the Company, in the nature of perpetual debt, to “CARE AA+” (Double A plus by CARE) from “CARE AA” (Double A). All these ratings carry a “Stable” outlook as on March 31, 2018. The outlook on these ratings were revised to “Positive” from “Stable” in October 2017 and subsequent to the upgrade in long-term ratings, in February 2018 the outlook was again revised to “Stable” from “Positive”. Furthermore, in December 2017, CARE assigned a
rating of “CARE PP-MLD AA+; Positive” (PP-MLD
Double A Plus; Outlook: Positive) to the Principal Protected Market-linked Debenture, the rating was
subsequently upgraded in February 2018 to “CARE PP- MLD AAA; Stable” (PP-MLD Triple A; Outlook: Stable). CARE has also reaffirmed the rating assigned to the commercial papers issued by the Company at “CARE
A1+” (A One Plus by CARE).
ICRA has reaffirmed its ratings on the rated Secured Redeemable NCDs, Secured NCDs (Public Issue) and
Unsecured Redeemable NCDs (Subordinated Debt) at
“ICRA AA+” (Double A Plus by ICRA). The ratings on the unsecured NCDs, in the nature of perpetual debt, has also been reaffirmed at “ICRA AA” (Double A by ICRA). All these ratings carry a “Stable“ outlook. During the year, ICRA has also assigned rating to the commercial papers issued by the Company at “ICRA A1+” (A One
Plus by ICRA). In January 2018, India Ratings assigned a rating of “IND AAA/Stable” (Triple A; Outlook: Stable by India Ratings) to the NCD issues of the Company.
The instruments/bank facilities with long term ratings of AAA are considered to have highest degree of safety regarding timely servicing of financial obligations. Such instruments carry lowest credit risk.
L&T Finance Limited (erstwhile Family Credit Limited) Annual Report 2017-18 3 The instruments/bank facilities with long term ratings of AA+/AA are considered to have high degree of safety regarding timely servicing of financial obligations. Such instruments carry very low credit risk.
The instruments with short term ratings of A1+ are considered to have very strong degree of safety
regarding timely payment of financial obligations. Such instruments carry lowest credit risk.
RESOURCES
During the year under review, the Company met
its funding requirements through issue of NCDs,
Commercial Papers (“CPs”), Inter Corporate Deposits
(“ICDs”) and borrowings from bank.
During the year under review, the net borrowings
have increased from ` 5,23,504.01 Lakh as at
March 31, 2017 to ` 6,86,732.14 Lakh as at
March 31, 2018.
The aggregate debt outstanding as on March 31, 2018 was ` 34,69,702.40 Lakh.
During the year under review, the Company has
alloted 15,90,90,905 (Fifteen Crore Ninety Lakh Ninety Thousand Nine Hundred and Five) equity shares of ` 10 each at a premium of ` 78 per share (total consideration of ` 88 per share) aggregating to ` 1399,99,99,640
(Rupees One Thousand Three Hundred and Ninety
Nine Crore Ninety Nine Lakh Ninety Nine Thousand
Six Hundred and Forty Only) to L&T Finance Holdings Limited, the holding company, on a rights basis.
SHARE CAPITAL
During the year under review, pursuant to the allotment of the equity shares, the paid-up share capital of the Company was increased from ` 1440,04,72,940
(Rupees One Thousand Four Hundred and Forty Crore
Four Lakh Seventy Two Thousand Nine Hundred Forty
Only), divided into 144,00,47,294 equity shares of ` 10 each to ` 1599,13,81,990 (Rupees One Thousand Five Hundred and Ninety Nine Crore Thirteen Lakh Eighty One Thousand Nine Hundred and Ninety Only), divided into 159,91,38,199 equity shares of ` 10 each.
FIXED DEPOSITS
The Company being a non-deposit taking Non Banking Financial Company (“NBFC”) has not accepted any
deposits from the public during the year under review. DIRECTORS
The composition of the Board is in accordance with the provisions of Section 149 of the Companies Act, 2013 (“the Act”) with an appropriate combination of Non-Executive Directors and Independent Directors. Mr. Y. M. Deosthalee, Non-Executive Director and
Chairperson of the Company resigned from the
Board with effect from May 31, 2017, consequent
to his resignation from L&T Financial Services Group. Mr. Pavninder Singh, Non-Executive Director of the Company resigned from the Board of Directors with
effect from July 14, 2017.
The Board places on record its appreciation of the valuable services rendered by the aforesaid Directors during their tenure as the Directors of the Company. During the year under review, the Company appointed Mr. Ashish Kotecha as the Non-Executive Director
in accordance with provisions of Sections 152 and
161 of the Act, not liable to retire by rotation and Mr. Desh Raj Dogra as an Independent Director in
accordance with provisions of Sections 149, 152 and 161 of the Act with effect from July 14, 2017 and
July 24, 2017 respectively, pursuant to the approval of members at the Twenty Fourth Annual General Meeting held on August 22, 2017.
Further, Mr. Dinanath Dubhashi was appointed as the Chairperson of the Board and the Company with effect from July 24, 2017.
As on the date of this Report, the Board comprises the following Directors:
Name of Director Designation
Mr. Dinanath Dubhashi Non-Executive Director &
Chairperson
Mr. P. V. Bhide Independent Director
Mr. Mannil Venugopalan Independent Director
Dr. (Mrs.) Rajani R. Gupte Independent Director
Mr. Desh Raj Dogra Independent Director
Mr. Prabhakar B Non-Executive Director
Mr. Ashish Kotecha Non-Executive Director
Section 152 of the Act provides that unless the Articles of Association provide for the retirement of all directors 4 L&T Finance Limited (erstwhile Family Credit Limited) Annual Report 2017-18 at every annual general meeting, not less than two-third of the total number of directors of a public company
(excluding Independent Directors) shall be persons whose period of office is liable to determination
by retirement of directors by rotation. Accordingly, Mr. Dinanath Dubhashi, Non-Executive Director will retire by rotation at the ensuing Annual General Meeting
(“AGM”) and being eligible, has offered himself for re- appointment.
Terms and conditions of appointment of Independent Directors are available on the website of the Company viz. https://www.ltfs.com.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have submitted the
declaration of independence, as required pursuant to the provisions of Section 149(7) of the Act, stating that they meet the criteria of independence as provided in Section 149(6) of the Act and are not disqualified from continuing as Independent Directors.
FIT AND PROPER CRITERIA & CODE OF CONDUCT
All the Directors meet the fit and proper criteria stipulated by the Reserve Bank of India (“RBI”). All the Directors of the Company have affirmed compliance with the Code of Conduct of the Company.
KEY MANAGERIAL PERSONNEL (“KMPs”)
There was no change in the KMPs of the Company
during the year under review. As at March 31, 2018, the Company had the following KMPs:
1) Mr. Sunil Prabhune – Manager
2) Mr. Amol Joshi – Head-Accounts (discharging
functions of the Chief Financial Officer)
3) Mr. Amit Bhandari – Company Secretary
COMPANY’S POLICY ON DIRECTORS’ APPOINTMENT
AND REMUNERATION FOR DIRECTORS, KEY
MANAGERIAL PERSONNEL AND OTHER EMPLOYEES
A) Background
Section 178 of the Act requires the Nomination and Remuneration Committee (“NRC”) of the Company
to formulate a Policy relating to the remuneration for the Directors, Senior Management / KMPs and
other employees of the Company and recommend
the same for approval of the Board.
Further, Section 134 of the Act stipulates that the Board‘s Report is required to include a statement on Company’s policy on directors’ appointment and
remuneration including criteria for determining
qualifications, positive attributes, independence of a director and remuneration for KMPs and other
employees.
The Board of Directors had, based on the
recommendation of the NRC of the Company,
approved the policy on Directors’ appointment and
remuneration for Directors, Senior Management,
KMPs and other employees.
B) Brief Framework of the Policy
The objective of this Policy is:
a) to determine inter-alia, qualifications, positive attributes and independence of a Director;
b) to guide on matters relating to appointment
and removal of Directors and Senior
Management;
c) to lay down criteria/evaluate performance of
the Directors; and
d) to guide on determination of remuneration
of the Directors, Senior Management/KMPs
and other employees.
C) Appointment of Director(s) - Criteria
identification
The NRC identifies and ascertains the integrity,
professional qualification, expertise and experience of the person, who is proposed to be appointed as a Director and appropriate recommendation is made
to the Board with respect to his/her appointment.
Appointment of Independent Directors is subject
to the provisions of Section 149 of the Act read
with Schedule IV and rules thereunder. The NRC
satisfies itself that the proposed person satisfies the criteria of independence as stipulated under
Section 149(6) of the Act, before their appointment as an Independent Director.
No person is eligible to be appointed as a Director, if he/she is subject to any disqualifications as
stipulated under the Act or any other law(s) for the time being in force.
The appointment of Managing Director and
Whole-Time Director is subject to the provisions of Sections 196, 197, 198 and 203 of the Act read with Schedule V and rules made thereunder. The NRC
ensures that a person does not occupy position as
L&T Finance Limited (erstwhile Family Credit Limited) Annual Report 2017-18 5 a Managing Director/Whole-Time Director beyond
the age of seventy years, unless the appointment
is approved by a Special Resolution passed by the
Company in general meeting. No re-appointment
is made earlier than one year before the expiry of term.
D) Evaluation criteria of Directors and Senior
Management/KMPs/employees
• Independent Directors / Non-Executive
Directors
The NRC carries out evaluation of
performance of Independent Directors/
Non-Executive Directors every year ending
March 31st on the basis of the following
criteria:
a) Membership & attendance –Committee
and Board Meetings
b) Contribution during such meeting
c) Active participation in strategic decision
making
d) Inputs to executive management on
matters of strategic importance
e) Such other matters as the NRC/Board
may determine from time to time
• Executive Directors
The NRC carries out evaluation of performance
of Executive Directors (“EDs”), if any, every
year ending March 31st. The evaluation is
on the basis of Key Performance Indicators
(“KPIs”), which are identified well in advance
for EDs and weights assigned for each
measure of performance keeping in view the
distinct roles of each ED. The identified KPI
for EDs are approved by the Board, pursuant
to recommendation of the NRC, if required.
• Senior Management/ KMPs/ employees
The HR Department carries out the evaluation
of the aforementioned persons every year
ending March 31st, with the Department
Head(s) concerned. KPIs are identified well
in advance at the commencement of the
financial year. Performance benchmarks are
set and evaluation of employees is done
by the respective reporting Manager(s)/
Management/ Department Head(s) to
determine whether the performance
benchmarks are achieved. The payment
of remuneration/annual increment to the
aforementioned persons is determined after
the satisfactory completion of evaluation
process.
The HR Department of the Company
is authorized to design the framework
for evaluating the Senior Management
Personnel/KMPs and employees. The
objective of carrying out the evaluation by
the Company is to identify and reward those
with exceptional performances during any
financial year. Training and Development
Orientation programs on a need basis are
provided to employees, whose performance
during any financial year does not meet the
benchmark criteria.
E) Criteria for Remuneration
The NRC, while determining the criteria for
remuneration for Directors, Senior Management/
KMPs and other employees ensures that:
a) the level and composition of remuneration
is reasonable and sufficient to attract, retain
and motivate Directors of the quality required
to run the Company successfully;
b) relationship of remuneration to performance
is clear and meets appropriate performance
benchmarks; and
c) remuneration to Directors, Senior
Management and KMPs involves a balance
between fixed and incentive pay reflecting
short and long-term performance objectives
appropriate to the working of the company
and its goals.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Act, the Board has carried out an annual evaluation of its own performance, performance of the directors individually, as well as the Committees of the Board.
Manner of Evaluation
The NRC and the Board have laid down the manner in which formal annual evaluation of the performance of the Board, its Committees and individual Directors has to be made.
6 L&T Finance Limited (erstwhile Family Credit Limited) Annual Report 2017-18 It includes circulation of evaluation forms separately for evaluation of the Board and its Committees, Independent Directors / Non-Executive Directors and the Chairperson of the Company.
The process of the annual performance evaluation
broadly comprises the following:
a. Board and Committee Evaluation:
• Evaluation of Board as a whole and the
Committees is done by the individual
directors/members, followed by submission
of collation to NRC and feedback to the
Board.
b. Independent / Non-Executive Directors
Evaluation:
• Evaluation done by Board Members excluding
the Director being evaluated is submitted to
the Chairperson of L&T Finance Holdings
Limited, the holding company and individual
feedback provided to each Director.
c. Chairperson Evaluation:
• Evaluation as done by the individual directors
is submitted to the Chairperson of NRC of
L&T Finance Holdings Limited, the holding
company and individual feedback provided
to the Chairperson.
CORPORATE GOVERNANCE
It has always been the Company’s endeavour to
excel through better Corporate Governance and fair and transparent practices. The report on Corporate Governance for FY 2017-18 is appended as
Annexure A to this Report.
In accordance with the master circular issued by RBI on “Non-Banking Financial Companies – Corporate
Governance (Reserve Bank) Directions, 2015”, the
Company has adopted the internal guidelines on
Corporate Governance.
STATUTORY AUDITORS
Pursuant to the provisions of Section 139(2) of the Act and the rules made thereunder, the Members at their Twenty Third Annual General Meeting (“AGM”) held on June 15, 2016 have appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (ICAI Firm’s Registration Number 117366W/W-100018) as the Statutory Auditors of the Company, to hold office from the conclusion of Twenty Third AGM till the conclusion of the Twenty Eighth AGM of the Company subject to ratification
by Members at the forthcoming AGM. Thereafter,
ratification as may be necessitated by the Act and rules made thereunder as amended from time to time.
AUDITORS’ REPORT
The Auditors’ Report to the Members during the year under review does not contain any qualification. The Notes to the accounts referred to in the Auditors’ Report are self-explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Company
had appointed Ms. Naina R. Desai, Practicing Company Secretary to undertake the secretarial audit of the Company for FY 2017-18.
The Secretarial Audit Report is appended as
Annexure B to this Report.
There are no adverse remarks / observations /
qualifications / reservations / disclaimers in the Secretarial Audit Report.
PARTICULARS OF EMPLOYEES
The information required pursuant to the provisions of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of
employees of the Company, has been appended as
Annexure C to this report.
In terms of first proviso to Section 136 of the Act, the Report and Accounts are being sent to the Members
and others entitled thereto, excluding the information on employees’ particulars as required pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014. The said annexure is available for inspection by the Members at the registered office of the Company during business hours on working days of the Company upto the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary at the registered office.
The Board of Directors affirms that the remuneration paid to employees of the Company is as per the Policy on Directors’ appointment and remuneration for Directors, KMPs and other employees and none of the employees listed in the said annexure are related to any Directors of the Company.
L&T Finance Limited (erstwhile Family Credit Limited) Annual Report 2017-18 7 CONSERVATION OF ENERGY AND TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
The Company being a NBFC, the particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to provisions of Rule 8(3) of the Companies (Accounts) Rules, 2014 have
not been considered significant enough to warrant
disclosure.
During the year under review, there were no foreign exchange earnings (previous year ` Nil). The expenditure in foreign currency for professional fees and software license fees was ` 188.52 Lakh (previous year
` 16.10 Lakh).
DISCLOSURE RELATING TO HOLDING, SUBSIDIARY,
JOINT VENTURE AND ASSOCIATE COMPANIES
The Company is a wholly-owned subsidiary of
L&T Finance Holdings Limited. It has no subsidiary and joint venture company. The Company holds 26% of
equity shares of Grameen Capital India Private Limited and 28.29% of equity shares of L&T Infra Debt Fund Limited, which are the associate companies.
As required under Rule 5 and Rule 8(1) of the Companies
(Accounts) Rules, 2014, a report on the performance, financial position and contribution of associates of the Company has been appended as Annexure D to this
Report
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors, based on the representations received from the operational management, confirm in pursuance of provisions of Section 134(5) of the Act, that:
1. in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating to material departures, if any;
2. the Directors 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,
2018 and of the profit of the Company for that
period;
3. the Directors have taken proper and sufficient
care for the maintenance of adequate accounting
records in accordance with the provisions of the
Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;
4. the Directors have prepared the annual accounts on a going concern basis;
5. the Directors have laid down internal financial controls to be followed by the Company and that
such internal financial controls are adequate and
operating effectively; and
6. the Directors have devised proper systems to ensure compliance with the provisions of all applicable
laws including Secretarial Standards and that such systems were adequate and operating effectively.
INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY
The Company has an internal control system,
commensurate with the size, scale and complexity of its operations. Testing of such systems forms a part of review by the Internal Audit (“IA”) function. The scope and authority of the IA function is defined in the IA Charter.
The IA function of L&T Financial Services Group monitors and evaluates the efficacy and adequacy of the internal control systems in the Company and its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of IA function, process owners undertake corrective action, if any, in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee from time to time.
BOARD MEETINGS
The details of the Board Meetings held by the Company during FY 2017-18 are disclosed in the Corporate
Governance Report appended to this Report.
The Agenda for the Meetings were circulated to the Directors well in advance. The Minutes of the Meetings of the Board of Directors were circulated amongst the Members of the Board for their perusal.
COMPOSITION OF THE AUDIT COMMITTEE
The Company has constituted an Audit Committee in
terms of the requirements of the Act and RBI directions. The details of the same are disclosed in the Corporate Governance Report.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with the requirements of the provisions of Section 135 of the Act, the Company has constituted 8 L&T Finance Limited (erstwhile Family Credit Limited) Annual Report 2017-18 a Corporate Social Responsibility (“CSR”) Committee. The composition and terms of reference of the CSR
Committee is provided in the Corporate Governance
Report. The Company has also formulated a
CSR Policy which is available on the website
viz.https://www.ltfs.com.
An annual report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 has been appended as Annexure E to this Report.
VIGIL MECHANISM
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act, the Company has adopted a Vigil Mechanism Framework (“Framework”), under which the Whistle
Blower Investigation Committee (“the Committee”)
has been set up. The objective of the Framework is to establish a redressal forum, which addresses all concerns raised on questionable practices and through which the Directors and employees can raise actual or suspected violations.
The Head of Internal Audit of L&T Financial Services Group acts as an Ombudsman. The role of Ombudsman
is to review the grievance at the initial stage and in case the grievance is material, the same is forwarded to the Committee, for investigation. After investigation, the complaint with Investigation Report is forwarded to the Audit Committee/Managing Director/Whole-Time
Director as the case may be. At the Audit Committee, brief update is presented to the Members for
their review. The Committee takes necessary actions of maintaining confidentiality within the organization on matters brought to its attention.
The mechanism framed by the Company is in compliance with requirement of the Act and available on the website viz. https://www.ltfs.com.
PARTICULARS OF LOAN GIVEN, INVESTMENT MADE
OR GUARANTEE OR SECURITY PROVIDED BY THE
COMPANY
Details of loans, guarantees and investments are given in the notes to the Financial Statements, as applicable. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES
The Board of Directors has approved a policy on
transactions with related parties (“
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