To,
The Shareholders,
SK Finance Limited
The Directors have pleasure in presenting the 30th (Thirtieth) Annual Report
on the business and operations of SK Finance Limited (hereinafter referred as "the
Company") together with the audited financial statements for the Financial Year
ended on 31st March, 2024.
FINANCIAL SUMMARY AND HIGHLIGHTS
The Company's financial performance for the year ended on 31st March, 2024
is summarised below:
|
|
(Rs. in lakh) |
Particulars |
2023-24 |
2022-23 |
Total Income |
1,79,794.91 |
1,31,424.07 |
Finance Cost |
74,734.23 |
54,747.99 |
Net Interest Income |
88,549.43 |
66,304.13 |
Total operating expenses |
53,185.20 |
38,480.61 |
Pre-impairment operating profit |
51,875.48 |
38,195.47 |
Impairment on financial instruments |
11,943.35 |
9,174.65 |
Profit before tax |
39,932.13 |
29,020.82 |
Tax expenses |
8,739.80 |
6,742.34 |
a. Current Tax |
8,037.83 |
5,882.80 |
b. Earlier Year Taxes |
- |
(125.58) |
c. Deferred Tax |
701.97 |
985.12 |
Profit after tax |
31,192.33 |
22,278.48 |
Other comprehensive income/(expenses) |
(102.29) |
(22.33) |
Total comprehensive income after tax |
31,090.04 |
22,256.15 |
Appropriation |
|
|
a. Dividend |
- |
- |
b. Tax on Dividend |
- |
- |
c. Transfer to statutory reserve |
6,238.47 |
4,455.70 |
Earnings per share |
|
|
Basic |
25.00 |
19.13 |
Diluted |
24.70 |
18.79 |
KEY INDICATORS
Total income for the year increased by 36.81% to 11,79,794.91/- lakh as compared
to 11,31,424.07 lakh in 2022-23.
Profit before tax for the year was 139,932.13 lakh as compared to 129,020.82/-
lakh in 2022-23, showing a significant growth of 37.60%.
Profit after tax for the year was 131,192.33/- lakh as compared to 122,278.48
lakh in 2022-23, showing a significant growth of 40.01%.
The detailed analysis of income and expenditure and financial ratios is made in the
"Management Discussions and
Analysis Report" forming part of this Annual Report.
STATE OF THE COMPANY'S AFFAIRS
BUSINESS DEVELOPMENTS
Disbursements
The Company offers, a wide range of commercial loans such as New and Used Commercial
vehicle (excluding M&HCV), Car Loan, Tractor Loan, Two Wheeler Loan, Micro, Small
& Medium Enterprises (MSME) Loan and Others (Small Ticket Personal Loan, Trade
Advance and Home Renovation Loan). The product wise disbursement of the Company for
Financial Year 2023-24 is summarised here below:
|
|
(Rs. in lakh) |
Particulars |
2023-24 |
2022-23 |
Commercial Vehicle Loan |
3,01,591.25 |
2,70,919.76 |
Car Loan |
1,49,600.01 |
97,943.35 |
Tractor Loan |
85,302.77 |
72,553.91 |
Two Wheeler Loan |
18,646.01 |
19,036.09 |
MSME Loan |
1,40,392.58 |
85,441.43 |
Others |
28,166.29 |
16,390.65 |
Total |
7,23,698.91 |
5,62,285.19 |
Assets Under Management (AUM)
During the Financial Year 2023-24, the Company crossed the total asset size of
112,30,912.22/- lakh. The AUM of the Company stood at 110,47,609.08/- lakh as at 31st
March, 2024 compared to 1 7,37,834.17/- lakh as at March 31, 2023 registering a robust
growth of 41.98% on YoY basis.
Non-performing Asset (NPA)
Your Company is in strict adherence to the provisions of RBI Guidelines along with the
Indian Accounting Standards (Ind AS) with respect to computation of NPA. The Company's
assets have been classified based on the expected performance.
The Company ensures adherence to its strong collection and recovery measures, which
helped the Company to maintain its gross Stage-3 and Regulatory Stage-3 at 121,358.23 lakh
and 112,973.58 lakh respectively (2.18% and 1.32% respectively of the loan assets) and net
Stage-3 and Regulatory Stage-3 at 112,606.84/- lakh and 111,346.79/- lakh respectively
(1.30% and 1.17% respectively of the loan assets) as at 31st March, 2024 as
compared to gross Stage-3 of 1.94% and net Stage-3 of 1.32% in previous years respectively
Network Expansion (Branches)
The Company further expanded its geographical presence by reaching out to semi
urban/rural areas and increased its footprint by opening new branches and making it more
accessible to its customers. The Company strengthened its presence across the 11 states
and 1 union territory with a network of more than 579 branches by adding 132 branches
during the year under review.
Capital Adequacy
Capital adequacy ratio ("CAR") as at 31st March, 2024 under
IND-AS stood at 33.86% which is well above the minimum regulatory norms for non-deposit
accepting NBFCs. Out of the above, Tier I capital adequacy ratio stood at 33.86% and Tier
II capital adequacy ratio stood at 0% respectively.
OTHER MATERIAL EVENTS
The following material events which are covered in detailed in the later section of
this Board Report inter-alia are as mentioned below:
1. The Company has infused Equity amounting to 187,094 lakh;
2. The Company has approved for the change in object clause of the Company;
3. The Company has approved the sub-division and Bonus issuance;
4. The Company has approved the change in the composition of the Board of Directors.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed discussion on the following aspects is included in the "Management
Discussion and Analysis Report" in accordance with the applicable provisions of
the Master Direction - Reserve Bank of India (Non-Banking Financial Company - Scale Based
Regulation) Directions, 2023 ("RBI Master Directions") and Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI LODR") annexed as Annexure-1:
a. Industry structure and developments;
b. Opportunities and Threats;
c. Segment-wise or product-wise performance;
d. Outlook;
e. Risks and concerns;
f. Internal control systems and their adequacy;
g. Discussion on financial performance with respect to operational performance;
h. Material developments in Human Resources /Industrial Relations front, including
number of people employed;
i. Details of significant changes in key financial ratios along with a detailed
explanation therefor;
j. Details of any change in return on Net Worth as compared to the immediately previous
financial year along with a detailed explanation therefor;
k. Such other material aspects.
CHANGE IN THE NATURE OF THE BUSINESS
During the year there was no change in the nature of business of the Company.
Although, the Shareholders vide passing the special resolution dated 11th
March, 2024, has approved the change in object clause of Memorandum of Association by
adding the corporate insurance line business to enhance the growth of your current
business.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED IN BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO
WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT
There were no material changes and commitments, affecting the financial position of the
Company which have occurred in between the end of the financial year of the Company to
which the financial statements relate and the date of this Report.
TRANSFER TO RESERVES
Since the Company is a Middle-Layer Non-Banking Financial Company ("NBFC")
registered with Reserve Bank of India ("RBI"), therefore as required under
section 45-IC of the Reserve Bank of India Act, 1934 ("RBI Act"), the Company
has transferred a sum of 16,238.47/- lakh to statutory reserves out of profits.
Further, the Board of Directors does not propose to transfer any amount to general
reserves of the Company.
DIVIDEND
With a view to enhance the growth and business of the Company and in order to deal with
the uncertain economic environment, the directors aim to retain the resources of the
Company. Accordingly, they do not recommend any dividend for the financial year ended on
31st March, 2024.
The Company has put in place a dividend distribution policy and observes compliance of
the same. The policy is available on the website of the Company at https://www.
skfin.in/investor/policies-codes.
DEPOSITS
Being a non-deposit taking Company, the Company has not accepted any deposits from the
public within the meaning of the provisions of Master Direction - NonBanking Financial
Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and provisions of
the Companies Act, 2013 (''the Act") are not applicable on the Company. Further, the
Company shall not accept deposits from public without obtaining prior approval from the
RBI.
CAPITAL STRUCTURE
During the year, following changes took place in the Share Capital structure of the
Company:
Authorised Share Capital
The Board in its meeting held on 01st February, 2024 and Shareholders in the
extraordinary general meeting held on 11th March, 2024 approved the subdivision
of the existing authorised share capital of the Company from 130,00,00,000/- (Rupees
Thirty Crore only) consisting of 15,00,00,000 (Fifteen Crore) equity shares of face value
of 12 (Rupees Two only) each to 130,00,00,000/- (Rupees Thirty Crore only) consisting of
30,00,00,000 (Thirty Crore) equity shares of face value of 11 (Rupees One only) each.
Issued, Subscribed and Paid up Share Capital:
Issue and Allotment of Sweat Equity Shares
During the year the Company has issued 88,750 (Eighty- Eight Thousand Seven Hundred and
Fifty) sweat equity shares of face value of 12/- (Rupees Two only) each at an issue price
of 11225/- (Rupees One Thousand Two Hundred and Twenty-Five only) including premium of
11223/- (Rupees One Thousand Two Hundred and Twenty-Three only) per share aggregating to
110,87,18,750/- (Rupees Ten Crore Eighty-Seven lakh Eighteen Thousand Seven Hundred and
Fifty only) to the Senior Management Personnels (SMP) of the Company considering their
valuable performance and significant contribution in the growth of the Company as approved
by the Board of Directors in their meeting held on 26th June, 2023 and
Shareholder in the ExtraOrdinary General Meeting held on 10th July, 2023.
The detailed information pertaining to issue of sweat equity shares is summarised below
in pursuance to Section 54 of the Act read with the Rule 8 (13) of the Companies (Share
Capital and Debentures Rules), 2014:
Name of the Employee(s) |
Mr. Raj Kumar Setia |
Mr. Sameer Arora |
The class of director or employee to whom sweat equity shares were issued
(Allottee) |
Mr. Raj Kumar Setia, Chief Business Officer-SME of the Company designated as Senior
Managerial Personnel who is relative of Mr. Rajendra Kumar Setia, Managing director &
Chief Executive Officer of the Company and member of promoter group. |
Mr. Sameer Arora Chief Operating Officer-2 of the Company designated as Senior
Managerial Personnel and member of promoter group. |
The class of shares issued as Sweat Equity Shares; |
Equity Shares |
|
The Number of Sweat Equity Shares issued to the Directors, Key Managerial Personnel
or other employees. |
Issue of 53,750 (Fifty-Three Thousand Seven Hundred and Fifty) sweat equity shares. |
Issue of 35,000 (Thirty-Five Thousand) sweat equity shares. |
Sweat Equity shares issued for consideration other than cash(If any). |
Not Applicable as sweat equity shares were issued for cash consideration |
Not Applicable as sweat equity shares were issued for cash consideration. |
Names of allottees holding one percent or more of the issued share capital |
Nil |
|
The reasons or justification for the issue |
Mr. Raj Kumar Setia was associated with the Company at the time of issuance of sweat
equity since 3 (three) years and 4 (four) months and has contributed significantly in the
growth of Company and in order to retain his valuable services, the Company as a reward to
his performance issued 53,750 (Fifty Three Thousand Seven Hundred and Fifty) sweat equity
shares at an issue price of 11225/- (Rupees One Thousand Two Hundred and Twenty Five only)
per share. |
Mr. Sameer Arora was associated with the Company at the time of issuance of sweat
equity since 13 (thirteen) years and has contributed significantly in the growth of
Company and in order to retain his valuable services, the Company as a reward to his
performance issued 35,000 (Thirty Five Thousand) sweat equity shares at an issue price of
11225/- (Rupees One Thousand Two Hundred and Twenty Five only) per share |
The Principal terms and conditions for the issue of sweat equity shares, including
pricing Formula |
The Price was arrived on the basis of valuation report issued by Registered valuer,
i.e. M/s V Mandhana & Associates and the Valuation calculated by discounted cash flow
method through income approach and management projections. Further the terms and
conditions are as under: |
Price has been arrived on the basis of valuation report issued by Registered valuer,
i.e. M/s V Mandhana & Associates, the Valuation calculated by discounted cash flow
method through income approach and management projections. Further the terms and
conditions are as under: |
|
a) Sweat Equity shares shall be under a lock-in-period of 3 years from the date of
allotment. |
a) Sweat Equity shares shall be under a lock-in-period of 3 years from the date of
allotment. |
|
b) Sweat equity shares are issued for a cash consideration of 11225/- (Rupees One
Thousand Two Hundred and Twenty Five only) per share having face value of 12/- (Rupees Two
Only) per share including premium of 11223/-(Rupees One Thousand Two Hundred and Twenty
Three only) per share aggregating to 16,58,43,750/- (Rupees Six crore Fifty Eight lakh
Forty Three Thousand Seven Hundred and Fifty). |
b) Sweat equity shares are issued for a cash consideration of 11225/- (Rupees One
Thousand Two Hundred and Twenty Five only) per share having face value of 12/- (Rupees Two
Only) per share including premium of 11223/-(Rupees One Thousand Two Hundred and Twenty
Three only) per share aggregating to 14,28,75,000/- (Rupees Four crore Twenty Eight lakh
Seventy Five Thousand). |
|
c) Sweat equity contribution / Net Value addition of Mr. Raj Kumar Setia is 110.72
crore detailed in the valuation report. |
c) Sweat equity contribution / Net Value addition of Mr. Sameer Arora is 16.88 crore
detailed in the valuation report. |
The Total number of shares arising as a result of the issue of sweat equity shares |
88,750 |
|
The Percentage of the sweat equity shares of the total post issued and paid up
share capital |
0.299222% |
|
The Consideration, (including consideration other than cash), received or benefit
accrued to the Company from the issue of sweat equity shares |
53,750 (Fifty Three Thousand Seven Hundred and Fifty) sweat equity shares having face
value of 12/- (Rupees Two Only) each at an issue price of 11225/- (Rupees One Thousand Two
Hundred and Twenty Five only) including premium of 11223/-(Rupees One Thousand Two Hundred
and Twenty Three only) per share aggregating to 16,58,43,750/- (Rupees Six crore Fifty
Eight lakh Forty Three Thousand Seven Hundred and Fifty Only). The Sweat equity
contribution / Net Value addition of Mr. Raj Kumar Setia is 110.72 crore. |
35,000 (Thirty Five Thousand) sweat equity shares having face value of 12/- (Rupees
Two Only) each at an issue price of 11225/- (Rupees One Thousand Two Hundred and Twenty
Five only) per share including premium of 11223/-(Rupees One Thousand Two Hundred and
Twenty Three only) per share aggregating to 14,28,75,000/- (Rupees Four crore Twenty Eight
lakh Seventy Five Thousand Only). The Sweat equity contribution / Net Value addition of
Mr. Sameer Arora is 16.88 crore. |
Diluted earnings per share(EPS) pursuant to the issuance of sweat equity shares |
1 74 |
1.99 |
Issue of Equity Shares on Private Placement basis:
In order to augment the capital base and pursuant to Shareholder's approval by way of
Special Resolution passed in the Extra-Ordinary General Meeting and other necessary
regulatory approval and in compliance with the Act, the Company has infused Equity
amounting to 187,094/- lakh (Rupees Eighty Seven Thousand and Ninety Four lakh only) and
the proceeds of the issuances was utilised for the purposes of expansion of the loan
portfolio of the Company and working capital requirement and the details of the equity
infusion is summarised below:
S,r. Name No. |
Category |
Date of Allotment |
Date of Shareholder approval |
No. of Shares |
Issue Price |
Total Amount (in lakh) |
1. Norwest Venture Partners X-Mauritius |
Investor |
13th September, 2023 |
25th August, 2023 |
8,88,642 |
1 2,306.89/- |
2,04,99.99 |
2. TPG Growth IV SF Pte. Limited |
Investor |
|
|
5,41,855 |
|
1,24,99.99 |
3. Baring Private Equity India AIF 2 |
Investor |
|
|
4,11,810 |
|
95,00.00 |
4. DC Uno Ltd |
Investor |
|
|
58,554 |
|
13,50.77 |
5. DC Ikka Ltd |
Investor |
|
|
1,58,188 |
|
36,49.22 |
6. Axis Growth Avenues AIF - I |
Investor |
|
|
2,60,090 |
|
59,99.99 |
7. Mirae Asset Late Stage Opportunities Fund |
Investor |
|
|
2,16,742 |
|
49,99.99 |
8. Baring Private Equity India AIF 2 Co-Invest |
Investor |
|
|
21,674 |
|
4,99.99 |
9. India Business Excellence Fund IV |
Investor |
05th January, 2024 |
04th January, 2024 |
9,75,339 |
1 2306.89/- |
224,99.99 |
10. Mr. Girish Dangayach |
SMP |
14th March, 2024 |
11th March, 2024 |
15,000 |
1 2306.89/- |
3,46.03 |
11. Mr. Sameer Arora |
SMP and part of Promoter Group |
|
|
17,500 |
|
4,03.70 |
12. Mr. Ritesh Sharma |
SMP |
|
|
17,500 |
|
4,03.70 |
13. Mr. Amarpreet Singh Batra 14. Mr. Vivek Haripal Singh |
SMP SMP |
|
|
17,500 35,000 |
|
4,03.70 8,07.41 |
15. Mr. Atul Arora |
KMP |
|
|
60,000 |
|
13,84.13 |
16. Mr. Raj Kumar Setia |
SMP and part of Promoter Group |
|
|
80,000 |
|
18,45.51 |
|
Total |
|
|
37,75,394 |
|
8,70,94.18 |
Conversion of Partly paid-up Shares into Fully Paid-up Shares:
The Company has issued and allotted 10,17,447 (Ten lakh Seventeen Thousand Four Hundred
and Forty Seven) partly paid-up equity shares having face value of 12/- each (Rupees Two
Only) at an issue price of 1725.59/- (Rupees Seven Hundred Twenty Five and Fifty Nine
Paise only) including premium of 1723.59/-( Rupees Seven Hundred Twenty Three and
Fifty Nine Paise only) per Equity Share ("Partly Paid Shares") to Mr.
Rajendra Kumar Setia, Promoter, Managing Director & Chief Executive Officer
("Promoter") of the Company on 31st March, 2021.
The promoter has paid 12/- (Rupees Two only) (comprising of 11.75 towards face value
and 10.25 towards securities premium) per Equity Share out of 1725.59 (Rupees Seven
Hundred Twenty Five and Fifty Nine Paise only) per share and an amount of 1723.59 (Rupees
Seven Hundred Twenty Three and Fifty Nine Paise Only) per share aggregating to
173,62,14,474.73/- (Rupees Seventy Three crore Sixty Two lakh Fourteen Thousand Four
Hundred Seventy Four and Seventy Three Paise Only) was un-paid.
The partly paid shares were converted into fully paid during the financial year 2023-24
pursuant to section 49 of the Act vide passing the Board resolutions dated 01st
September, 2023 and 13th September, 2023.
Issue of Equity Shares under Employee Stock Option Plan(ESOP):
During the year, 1,25,347 (One lakh Twenty-Five Thousand Three Hundred and Forty-Seven)
equity shares of the face value of 12/- (Rupees Two only) each were allotted to the
employees upon the exercise of the stock options by the eligible employees with due
approvals from the Nomination and Remuneration Committee("NRC").
Issue of fully paid up Bonus Equity Shares:
The Company approved the issuance of Bonus shares of 6,68,72,532 (Six crore sixty eight
lakh seventy two thousand five hundred and thirty two) equity shares of face value 11 each
to the eligible shareholders of the Company whose names appeared in the register of
members/beneficial owners' position as on record date i.e. 16th March, 2024, in
proportion of1 (One) equity share of 11 (Rupees One Only) each for every 1(One) equity
share of 11 (Rupees One only) each as authorised by a resolution passed by the
Shareholders dated 11th March, 2024.
The Company has capitalised the retained earnings(other than remeasurement of post
employment benefit obligations) for an amount of 16,68,72,532/- (Rupees Six Crore Sixty
Eight lakh Seventy Two Thousand Five Hundred and Thirty Two only) for issuing and
allotting equity shares as bonus shares as permissible under the Act.
Post the allotment of equity shares as mentioned aforesaid, the issued, subscribed and
paid-up equity share capital of the Company as on 31st March, 2024 stood at
113,37,45,064/- (Rupees Thirteen Crore Thirty-Seven lakh Forty-Five Thousand and Sixty
Four only) consisting of 13,37,45,064 (Thirteen Crore Thirty Seven lakh Forty Five
Thousand and Sixty Four) equity shares of 11/- (Rupees One only) each. The new equity
shares issued ranked pari passu with the existing equity shares.
EMPLOYEE STOCK OPTIONS (ESOP)
The Company had formulated and implemented Employee Stock Option Plan
2018("Plan"/"Scheme") approved by the shareholders on 11th
September, 2018, as amended from time to time. The Board of Directors and/or the NRC being
the administrator(s) under the Plan, inter-alia, administers and monitors the Plan in
accordance with the provisions of the Act and rules made thereunder. During the year under
review, 21,600 options were granted to eligible employees under the Plan. The details of
the Options under the scheme are summarised below:
|
Tranche-1 |
Tranche-2 |
Tranche-3 |
Options Granted |
16,33,000 |
2,06,000 |
25,87,400 |
Option Vested |
16,33,000 |
1,43,000 |
5,57,100 |
Option Exercised |
14,17,468 |
1,00,500 |
0 |
Total number of shares arising as a result of exercise of option |
14,17,468 |
1,00,500 |
0 |
Options Lapsed |
2,08,280 |
48,000 |
3,85,752 |
Variation in terms of option |
Appropriate adjustments with respect to the exercise price and/ or the number of stock
options were made to give effect of bonus issue completed during FY 2023 -24 for options
which were available for grant and those already granted but not exercised as on Record
Date. No variation in terms of options were made during the FY 2023 -24 . |
Exercise Price(in 1) |
62.34 |
149.07 |
300 |
Money realised by exercise of options s (in 1) |
8,83,61,411.45 |
1,49,81,786.25 |
0 |
Total number of options in force as at 31st March, 2024 |
7,252 |
57,500 |
22,01,648 |
|
1,813 |
14,375 |
5,50,412 |
Employee-wise details of options granted to*: a) Key Managerial Personnel:
Name of Key Managerial |
|
Tranche-I |
|
Tranche -II |
|
Tranche - III |
Sr. No. Personnel as at 31st March, 2024 |
Granted |
Exercised |
Granted |
Exercised |
Granted |
Exercised |
1. Mr. Atul Arora, CFO |
3,50,000 |
3,50,000 |
- |
- |
1,40,000 |
- |
2. Ms. Anagha Bangur, Company Secretary & Compliance Officer |
12,000 |
12,000 |
- |
- |
16,000 |
- |
b) Any other employee who received a grant of Options in any one year of Options
amounting to five percent or more of Options granted during that year: The following
employees have received grant of options amounting to five percent or more of Options
granted during that year: Sameer Arora, Ritesh Sharma, Pratit Vijayvargiya, Girish
Dangayach, Nripendra Singh, Rohit Srivastava, Anshul Jain, Joydeep Mitra, Shyam Singh
Chandel, Kunal Solanki, Rohit Bhatt, Yogesh Sethi
c) Identified employees who were granted Options, during any one year, equal to or
exceeding one percent of the issued capital (excluding outstanding warrants and
conversions) of the Company at the time of grant: None
No Equity Shares were issued with differential rights as to dividend, voting or
otherwise.
RESOURCE MIX
The Company has diversified funding sources from Public Sector Banks, Private Sector
Banks, Financial Institutions, Mutual Funds, etc. During the year under review, the
Company continued with its diverse methods of sourcing funds in addition to regular
borrowings like Secured and Unsecured Debentures, Term Loans, Commercial Papers, etc., and
has also maintained prudential Asset Liability Match throughout the year. The Company
sourced long-term debentures and loans from banks and other institutions in line with
Company's Resource Planning Policy.
Private Placement of Non-Convertible Debentures
During the year under review, your Company has issued Non-Convertible Debentures
("NCDs") and raised an amount aggregating to 146,000/- lakh on a private
placement basis, in various tranches out of which the NCDs amounting to 15,000/-lakh are
listed on the debt market segment of BSE Limited.
As specified in the respective offer documents, the funds raised from NCDs were
utilised for various financing activities, onward lending, to repay existing debts,
working capital and general corporate purposes of the Company. Details of the end-use of
funds were furnished to the Stock Exchange on a quarterly basis.
The brief details of NCDs issued on a private placement basis during the year 2023-24
is mentioned as under:
Sr. ISIN No. |
Date of Issue |
Date of Allotment |
Secured/ Unsecured |
Coupon Rate |
Listed/ Unlisted |
No. of Debentures |
Maturity date |
Issue Price (in Rs.) |
Amount (Rs. in lakh) |
1 INE124N07663 |
19/05/2023 |
30/05/2023 |
Secured |
9.67% p.a. |
Unlisted |
4,100 |
30/05/2028 |
10,00,000/- |
41,000 |
2 INE124N07671 |
30/10/2023 |
08/11/2023 |
Secured |
9.25% XIRR |
Listed |
5,000 |
08/11/2026 |
1,00,000/- |
5,000 |
|
|
|
Total |
|
|
9,100 |
|
|
46,000 |
The Company has been regular in making payments of principal and interest on all the
NCDs issued by the Company on a private placement basis. There are no NCDs which have not
been claimed by investors or not paid by the Company after the date on which the NCDs
became due for redemption. The assets of the Company which are available by way of
security are sufficient to discharge the claims of the debt security holders as and when
they become due.
Securitisation/ Assignment:
During the year, the Company assigned /securitised its loan portfolio having principle
value of 12,63,133.40/- lakh of which 11,61,873.10 /- lakh were securitised through issue
of Pass Through Certificates in 5 tranches and 11,01,260.29/- lakh was assigned
/securitised in Direct Assignment mode in 9 tranches.
Bank Borrowings:
During the year, the Company has raised fresh Secured Loans of 13,19,000.00/- lakh from
Banks and Financial Institutions.
Commercial Papers:
As at 31st March, 2024, the Company has no outstanding Commercial Paper
(CPs). The brief details of the CPs issued during the year are tabled below:
SIN No. |
Date of Issue |
Listed/Unlisted |
No of Units |
Tenor |
Maturity date |
Issue Price (in Rs.) |
Amount (Rs. in lakh) |
1 INE124N14099 |
01st August, 2023 |
Unlisted |
1,000 |
29 days |
30th August, 2023 |
5,00,000 |
5,000 |
The Company has observed compliance with the Operational Circular for issue and listing
of Non-Convertible Securities, Securitised Debt Instruments, Security Receipts, Municipal
Debt Securities and Commercial Paper issued by SEBI and the Fixed Income Money Market and
Derivatives Association of India (FIMMDA) guidelines in all its CP issuances.
CREDIT RATINGS
The Company's financial discipline and prudence is reflected in the credit ratings
ascribed by rating agencies. During the year under review, the Company reported the
following changes in the credit ratings.
Type of Instrument |
Name of Credit Rating |
Rating assigned |
Previous rating assigned |
(i) Non -convertible debentures |
CARE Ratings Limited |
CARE AA-/Stable |
CARE A+/Positive |
|
CRISIL Ratings Limited |
CRISIL A+/Positive |
CRISIL A+/Stable |
|
ICRA Limited |
ICRA AA-(Stable) |
ICRA A+/Positive |
|
India Ratings & Research Private Limited |
India Rating and Research Pvt. Ltd. AA- /Stable |
|
(ii) Market Linked debentures |
CARE Ratings Limited |
CARE PP-MLD AA-/ Stable |
CARE PP-MLD A+/ Positive |
|
CRISIL Ratings Limited |
CRISIL PPMLD A+/ Positive |
CRISIL PP-MLD A+/ Stable |
|
ICRA Limited |
Withdrawn |
ICRA PP-MLD A+/ Positive |
|
Acuite Ratings and Research Limited |
Acuite Rating and Research Ltd. PP- MLD AA-(Stable) |
Acuite Rating and Research Ltd. AA-/ Stable |
(iii) Subordinated bonds |
CARE Ratings Limited |
Withdrawn |
CARE A+/Positive |
(iv) Loan facility |
CARE Ratings Limited |
CARE AA-/Stable |
CARE A+/Positive |
|
CRISIL Ratings Limited |
Withdrawn |
CRISIL A+/Stable |
|
India Ratings & Research Private Limited |
India Rating and Research Pvt. Ltd. AA-/Stable |
India Rating and Research Pvt. Ltd. A+/ Stable |
|
Acuite Ratings and Research Limited |
Withdrawn |
Acuite Rating and Research Ltd AA- |
(v) Commercial paper |
India Ratings & Research Private Limited |
India Rating and Research Pvt. Ltd. A1 + |
India Rating and Research Pvt. Ltd. A1 + |
|
Acuite Ratings and Research Limited |
Withdrawn |
Acuite Rating and Research Ltd. A1 + |
|
CRISIL Ratings Limited |
Withdrawn |
CRISIL A1 + |
All of the above ratings indicate a high degree of safety with regard to timely payment
of interest and principal. The Company has placed on its website all credit ratings
obtained for all its outstanding instruments and has intimated the revision in the ratings
to the stock exchange.
INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to Sections 124 and 125 of the Act read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules"), dividend, if not claimed for a period of 7 years from the date of transfer
to Unpaid Dividend Account of the Company, shall be transferred to the Investor Education
and Protection Fund ("IEPF"). The Company has a board approved Policy for
claiming unclaimed interest or principal on Non-Convertible Securities in pursuance to the
Regulation 61A (2) of Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and amendments thereafter read with Circular
SEBI/HO/DDHS/DDHS-RAC-1/P/CIR/2023/176 issued on 08th November, 2023 (as
amended from time to time).
The Company had issued Compulsory Convertible preference shares (CCPS) in the year 2012
which were converted into the equity shares of the Company on 27th March, 2017.
During the year under review, the Company has transferred dividend of 11,199/- (Rupees One
Thousand One Hundred and Ninety Nine only) remaining unclaimed on the aforesaid CCPS
relating to the financial year 2015-16 to IEPF and necessary filings were made to the
relevant authorities. The details of the same are provided on the website of the Company
at https://www.skfin.in/ other-disclosure. Further, year wise amount of unclaimed
dividend lying in the unpaid account which are liable to be transferred to the IEPF and
the due dates for such transfer have also been detailed below:
Sr. No. FY |
Unclaimed dividend amount |
Due date of transfer to IEPF |
1. 2016-17 |
1,199 |
17.08.2024 |
The Company has appointed Ms. Anagha Bangur, Company Secretary & Compliance Officer
of the Company as the "Nodal Officer" of the Company for the purpose of the IEPF
Rules.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
During the year, following changes took place in the Directors and KMPs' of the
Company:
Resignation
Mr. Akshay Tanna (DIN: 02967021), Nominee Director on behalf of TPG Growth IV SF Pte.
Ltd. of the Company resigned from his post by giving a written notice of resignation dated
05th June, 2023, which was effective from 13th June, 2023. Further
he confirmed that there is no other material reason for his resignation other than what
has been stated in the resignation letter. The Board of Directors appreciated Mr. Akshay
Tanna for his support, efforts, guidance during his tenure as the Nominee Director.
Mr. Simit Batra(DIN:09739615) was nominated in place of Mr. Akshay Tanna (DIN:
02967021) as Nominee Director on behalf of TPG Growth IV SF Pte. Ltd. ("TPG").
Appointment/Re-appointment
1. The Board of Directors based on the recommendation of NRC approved the reappointment
of Mr. Anand Raghavan (DIN: 00243485) as an Independent Director on the Board of the
Company in their meeting held on 30th January, 2023 and further recommended the
same to the Shareholders for their approval.
The Shareholders of the Company in their ExtraOrdinary General Meeting held on 23rd
February, 2023 approved the reappointment of Mr. Anand Raghavan as an Independent Director
on the Board of the Company for a second term of five years effective from 07th
April, 2023 to 06th April, 2028.
2. The Board of Directors based on the recommendation of NRC approved the appointment
of Mr. Simit Batra (DIN: 09739615), as an Additional Director (Nominee) on behalf of TPG
Growth IV SF Pte. Ltd. owing to the Nomination letter dated 05th June, 2023 as
received from TPG which was effective from 13th June, 2023, not liable to
retirement by rotation on the Board of the Company in their meeting held on 13th
June, 2023 and further recommended the same to the Shareholders for their approval.
The Shareholders of the Company in their ExtraOrdinary General Meeting held on 20th
June, 2023 approved the appointment of Mr. Simit Batra as a Nominee Director on behalf of
TPG Growth IV SF Pte. Ltd. on the Board of the Company with effect from 20th
June, 2023.
3. The Board of Directors based on the recommendation of NRC approved the appointment
of Ms. Nanda Sameer Dave (DIN: 08673208), as an Additional Director (Non-Executive and
Independent) on the Board of the Company in their meeting held on 14th March,
2024.
The Shareholders of the Company in their ExtraOrdinary General Meeting held on 25th
April, 2024 approved the appointment of Ms. Nanda Sameer Dave as an Independent Director
on the Board of the Company for the tenure of 5 years effective from 14th March,
2024 to 13th March, 2029.
4. The Board of Directors based on the recommendation from NRC approved the appointment
of Mr. Mukul Mathur (DIN: 10025806), as an Additional Director (Non-Executive and
Independent) on the Board of the Company in their meeting held on 29th March,
2024.
The Shareholders of the Company in their ExtraOrdinary General Meeting held on 25th
April, 2024 approved the appointment of Mr. Mukul Mathur as an Independent Director on the
Board of the Company for the tenure of 5 years effective from 29th March, 2024
to 28th March, 2029.
The Company has received all the requisite declarations from the aforesaid directors of
the Company as prescribed in the Act, SEBI LODR, RBI Master Directions and enabling
provisions of any other regulatory authority as applicable.
Retirement by Rotation
In accordance with the provisions of Section 152(6) of the Act read with the rules made
thereunder and in terms of Articles of Association of the Company, Mr. Rajendra Kumar
Setia (DIN: 00957374), Managing Director and Chief Executive Officer (CEO) retired by
rotation at the 29th Annual General Meeting (AGM) of the Company held on 25th
September, 2023 and was re-appointed by the Shareholders of the Company.
Further, Ms. Debanshi Basu, Nominee Director on behalf of Baring Private Equity India
AIF on the Board of the Company shall retire by rotation at the ensuing AGM and being
eligible for reappointment, offers herself for re-appointment.
Key Managerial Personnel (KMP)
Pursuant to the provisions of Section 203 of the Act read with rule 8 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the
whole time key managerial personnel of the Company as on 31st March, 2024.
a) Mr. Rajendra Kumar Setia, Managing Director and Chief Executive Officer (CEO)
b) Mr. Yash Setia, Whole time Director
c) Mr. Atul Arora, Chief Financial Officer
d) Ms. Anagha Bangur, Company Secretary and Compliance Officer
There was no change in Key Managerial Personnel took place during the year under
review.
Independent Directors
The Independent Directors have submitted the requisite declarations under Section
149(7) of the Act and Regulation 25(8) of the SEBI LODR confirming that they meet the
criteria of independence as stipulated under the provisions of Section 149(6) of the Act,
Regulation 16 (1) (b) of SEBI LODR and are not aware of any circumstance or situation
which exists or may be reasonably anticipated that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external
influence.
Further, the Board after taking these declarations on record and after undertaking due
assessment of the veracity of the same, concluded that the Independent Directors are
persons of integrity and possess the relevant proficiency, expertise and experience to
qualify as Independent Directors of the Company and are Independent of the Management of
the Company under the code applicable for the Independent Directors as stipulated under
Schedule IV of the Act. Further, the Company has taken Directors & Officers Liability
Insurance for Board of Directors including Independent Directors for such quantum and
risks as determined by the Board.
The independent directors met on 05th March, 2024 without the presence of
non-independent directors and members of the management and all the independent directors
were present at such meeting.
In terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, as amended, the names of all the Independent
Directors of the Company have been included in the Independent Director's databank
maintained by the Indian Institute of Corporate Affairs (IICA). Further, all the
Independent Directors of the Company are exempted from appearing for the Online
Proficiency Exam except Mr. Mukul Mathur, who has appeared and passed the Online
Proficiency Exam.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company other than the sitting fees,
commission, if any and reimbursement of expenses incurred by them for the purpose of
attending the meetings of the Board or Committees of the Company.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
The Company has adopted a Code of Conduct for its Directors and Senior Management
Personnel including a code of conduct for Independent Directors which suitably
incorporates the duties of Independent Directors as laid down in Schedule IV of the Act
and SEBI LODR. The said Codes can be accessed on the Company's website at https://www.skfin.in/investor/policies-codes
In terms of the SEBI LODR, all Directors and Senior Management Personnel have affirmed
compliance with their respective codes as at 31st March, 2024. The Managing
Director and Chief Executive Officer has also confirmed and certified the same, Which
forms part of Report on Corporate Governance.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Pursuant to the applicability of Regulation 25 of SEBI LODR, the Company has put in
place a Familiarisation Programme to familiarise the Independent Directors about the
Company and their roles, rights and responsibilities in the Company. Also, in terms of
Schedule IV of the Companies Act, 2013, read with the rules made thereunder, the
Independent Directors shall undertake appropriate induction and regularly update and
refresh their skills, knowledge and familiarity with the Company.
The details of the Familiarisation Programme during the Financial Year 2023-24 is
explained in the Corporate Governance Report and the same is also available on the website
of the Company https://www.skfin.in/investor/ policies-codes.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
Pursuant to the provisions of Section 134(3)(e) of the Act, the Company's Nomination,
Remuneration and Compensation Policy (NRC Policy) on director's appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided under Section 178(3) of the Act is
available on the website of the Company https://www.skfin.in/investor/policies-codes.
The NRC Policy for Directors, Key Managerial Personnel and Senior Management Personnel
is aligned to the philosophy on the commitment of fostering a culture of leadership with
trust. The policy aims to ensure that the level and composition of the remuneration of the
Directors, Key Managerial Personnel and Senior Management Personnel is reasonable and
sufficient to attract, retain and motivate them to successfully run the Company.
The Board of Directors during the year under review has reviewed and approved the
revision in the NRC Policy on 03rd May, 2023, owing to the RBI Master Direction
- NonBanking Financial Company - Systemically Important NonDeposit taking Company and
Deposit taking Company (Reserve Bank) Directions, 2016 and RBI Circular vide letter no.
DOR.GOV.REC.No.29/18.10.002/2022-23 on Guidelines on Compensation of Key Managerial
Personnel (KMP) and Senior Management in NBFCs dated 29th April, 2022.
Further, the Company has also adopted a 'Policy on Fit and Proper Criteria for Board of
Directors' for ascertaining the 'Fit and Proper' criteria to be obtained at the time of
appointment of directors and on a continuing basis, pursuant to the RBI Master Direction -
Non-Banking Financial Company - Systemically Important Non-Deposit taking Company and
Deposit taking Company (Reserve Bank) Directions, 2016 and RBI Master Direction.
PERFORMANCE EVALUATION
The Board, the Committees of the Board and independent directors continuously strive
for efficient functioning of Board and its Committees and better corporate governance
practices. Accordingly, pursuant to the provisions of Section 149(8) read with Schedule
IV, Section 178(2), Section 134 of the Act, and Regulation 17 of SEBI LODR, the NRC in its
meeting held on 03rd May, 2023 has laid down the criteria for the performance
evaluation of Board, its committees and individual directors after taking into
consideration the guidance note issued by the Institute of Company Secretaries of India
(ICSI) and Securities and Exchange Board of India (SEBI).
In addition, pursuant to the Schedule IV of the Act and SEBI (LODR), the Independent
directors in their meeting held on 05th March, 2024 reviewed the performance of
non-independent directors, board of directors as a whole and chairperson of the listed
entity taking into account the views of executive directors and non-executive directors.
Feedback was sought by way of well-defined structured online questionnaire forms
covering various aspects of the Board's functioning and the evaluation was carried out
based on responses received from the Directors. The Board also considered the evaluation
results as collated by the NRC while conducting the evaluation and expressed their
satisfaction with the evaluation process. The evaluation process endorsed cohesiveness
amongst directors, smooth communication between the Board and the management and the
openness of the management in sharing the information with the Board and placing various
proposals for the Board's consideration and approval.
The evaluation process, manner and performance criteria for Independent Directors in
which the evaluation has been carried out is explained in detail in the "Report on
Corporate Governance" forming part of this report.
EMPLOYEE REMUNERATION
Pursuant to Section 2(52) of the Act read with Rule 2A of the Companies (Specification
of Definitions Details) Rules, 2014, public companies which have not listed their equity
shares on a recognised stock exchange but have listed their non-convertible debt
securities issued on private placement basis in terms of Securities and Exchange Board of
India (Issue and Listing of Non-Convertible Securities) Regulations, 2021, shall not be
considered as listed Company in terms of the Act. Hence, provisions of section 197(12) of
the Act read with rules 5 of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are not applicable on the Company.
BOARD MEETINGS
The calendar of the Board Meetings is circulated to the Directors in advance to enable
them to plan their schedule for effective participation at the meetings. Additional Board
Meetings are convened by giving appropriate notices to address Company's specific needs.
The Board meets at regular intervals to discuss and decide on significant strategic,
financial, operational and compliance matters.
The Board of Directors met 14 times during the year under review i.e. on 12th
April, 2023, 03rd May, 2023, 13th June, 2023, 26th June,
2023, 31st July, 2023, 25th August, 2023, 01st September,
2023, 13th September, 2023, 01st November, 2023, 04th
January, 2024, 05th January, 2024, 01st February, 2024, 14th
March, 2024 and 29th March, 2024.
Frequency and quorum at these meetings and the intervening gap between any two meetings
were in conformity with the provisions of the Act, SEBI LODR and Secretarial Standards
issued by The Institute of Company Secretaries of India (ICSI).
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority. As on 31st March, 2024, the Board has 11
Committees, namely:
Audit Committee
Risk Management Committee
IT Strategy Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Stakeholder Relationship Committee
Investment Committee
Executive Committee
Product Approval Committee
Customer Service Committee
IPO Committee
Further, the Board has also formed sub-committees of the management in order to
facilitate quick decision making and encourage delegation of authority. Presently, there
are 5 sub-committees, namely:
Asset Liability Management Committee
IT Steering Committee
Risk Management Committee of Executives
Internal Complaint Committee
Information Security Committee
During the year under review, all recommendations made by the committees were accepted
by the Board of Directors.
Details of Board Committees along with their composition, name of members, chairperson,
change in Composition during the year, terms of reference, meetings held during the year
and attendance thereat are provided in 'Report on Corporate Governance' forming part of
the Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company's internal financial control system is designed to ensure operational
efficiency, compliance with laws and regulations and accuracy and promptness in financial
reporting. Review of the internal financial controls of the Company is undertaken annually
which covers testing of process, assessing the risk where a material weakness exists, and
testing and evaluating the operating effectiveness of internal control based on the
assessed risk, review of key business processes for updating risk control matrices, etc.
Moreover, the Company continuously upgrades its systems and undertakes review of policies,
Standard Operating Procedure (SOP), guidelines, manuals and authority matrix and the
Company has documented internal audit and control system for all layers compliances of the
Company.
The internal financial control is supplemented by extensive internal audits, regular
reviews by the management and standard policies and guidelines to ensure reliability of
financial and all other records to prepare financial statements, its reporting and other
data. The Audit Committee of the Board reviews internal audit reports given along with
management responses. The Audit Committee also monitors the implemented suggestions. The
statutory auditors of the Company have also certified on the existence and operating
effectiveness of the internal financial controls relating to financial statements as at 31st
March 2024. The details of the Internal Financial Controls and issues related
thereto have been explained in the "Management Discussion and Analysis
Report", forming part of this Annual Report.
AUDITORS
Statutory Auditors
M/s S.R. Batliboi & Associates LLP, Chartered Accountants, Gurugram (ICAI Firm
Registration No. 101049W/E300004) were appointed as Statutory Auditors of the Company, in
the 27th Annual General Meeting held on 18th August, 2021, for a
period of three years starting till the conclusion of 30th Annual General
Meeting to be held in the FY 2024-25.
Further, the Auditors' Report "with an unmodified opinion", given by the
Statutory Auditors on the Financial Statements of the Company for FY 2023-24, is disclosed
in the Financial Statements of the Company. There has been no qualification, reservation,
adverse remark or disclaimer given by the Statutory Auditors in their Report for the year
under review.
The Board of Directors in its meeting held on 15th July, 2024 recommended
the appointment of M/s. Deloitte Haskins and Sells, Chartered Accountants (Firm
Registration No. 117365W) as Statutory Auditors of the Company, in terms of the RBI
guidelines, to hold office for a continuous period of three years until the conclusion of
33rd Annual General Meeting of the Company to be held in the FY 2027-28, to the
shareholders for approval.
Secretarial Auditor
Pursuant to the provisions of section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of
SEBI (LODR), the board of directors had appointed M/s V.M. & Associates, Company
Secretaries (Firm Registration No P1984RJ039200) to conduct secretarial audit of the
Company for the financial year ended 2023-24 in their meeting held on 03rd May,
2023. The Secretarial Audit Report in Form MR-3 as required under Section 204 of the Act
is annexed to this report as Annexure-3. Your Directors are pleased to inform that
there were no qualifications, reservation or adverse remark or disclaimer in the audit
report for the financial year 2023-24.
Pursuant to Regulation 24A (2) of SEBI LODR, a report on secretarial compliance for
Financial Year ended 31st March, 2024 has been issued by M/s V.M. &
Associates, Company Secretaries (Firm Registration No P1984RJ039200) and the same was
submitted to the stock exchange within the prescribed timelines. The said report is also
available on the website of the Company at https://www.skfin.in/investor/stock-
exchange .
Further, the Board has approved the re-appointment of M/s V. M. & Associates,
Company Secretaries as Secretarial Auditors of the Company to carry out secretarial audit
of the Company for the financial year 2024-25 in their Board meeting held on 28th May,
2024.
REPORTING OF FRAUDS BY AUDITORS
During the period under review, the auditors of the Company did not report, under
section 143(12) of the Act, any instances of fraud committed against the Company by its
officers or employees, the details of which would need to be mentioned in the Board's
Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Pursuant to Section 186(11) (a) of the Act read with Rule 11(2) of the Companies
(Meetings of Board and its Powers) Rules, 2014, the loan made, guarantee given or security
provided in the ordinary course of business by a NBFC registered with RBI are exempt from
the applicability of the provisions of Section 186 of the Act. As such, the particulars of
loans and guarantees have not been disclosed in this Report
As regards to investments made by the Company, the details have been provided in notes
to the financial statements of the Company for the year ended 31st March, 2024
(Refer Note No. 9).
RELATED PARTY TRANSACTIONS
Pursuant to the provisions of the Act, Regulation 23 of SEBI LODR and as required under
the RBI Master Directions, the Board based on the recommendation of its Audit Committee,
adopted a Policy on Materiality on Related Party Transactions and on Dealing with Related
Party Transactions and the said policy is available on the website of the Company at
https://www.skfin.in/investor/policies- codes.
All the related party transactions that were entered during the financial year were in
the ordinary course of business and on an arm's length basis. There were no materially
significant transactions made by the Company with the related parties either individually
or taken together with the previous transactions which may have a potential conflict with
the interest of the Company at large. All the related party transactions are placed before
the Audit Committee and subsequently before the Board of Directors for approval and review
on quarterly basis. Transactions with related parties, as per the requirements of Ind-AS,
are disclosed in the Notes to Accounts annexed to the financial statements (Refer Note No.
38)
Pursuant to the provisions of Section 134(3)(h) read with Rule 8(2) of the Companies
(Accounts) Rules, 2014, there are no transactions required to be reported under section
188(1) of the Act. Accordingly, the disclosure of Related Party Transactions in Form AOC-2
is not applicable on the Company.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177(9) and 177(10) of the Act and Regulation 4(2)(d)(iv) and
Regulation 22 of the SEBI LODR, the Company has in place a whistle blower policy/ vigil
mechanism to provide a formal mechanism to the Directors and employees to report their
concerns about unethical behaviour, actual or suspected fraud or violation of the
Company's Code of Conduct. A whistle blowing or reporting mechanism, as set out in the
Policy, invites all Directors and employees to act responsibly to uphold the reputation of
the Company. The Policy aims to ensure that serious concerns are properly raised and
addressed and are recognised as an enabling factor in administering good governance
practices.
This Vigil Mechanism of the Company is overseen by the Audit Committee and provides
adequate safeguard against victimisation of employees and also provides direct access to
the Chairman of the Audit Committee in exceptional circumstances. The whistle blower
complaints are reviewed by the Audit Committee on a yearly basis. The Vigil Mechanism/
Whistle Blower policy is available on the website of the Company at https://www.skfin.in/
investor/policies-codes.
During the year, 3 whistle blower event was reported and which was resolved by taking
necessary action. Thus, the mechanism is functioning well. No personnel have been denied
access to the Chairperson of Audit Committee.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. Conservation of Energy:
i. The steps taken or impact on conservation of energy:
The operations of the Company, being a financial service do not require intensive
consumption of electricity. However, the Company is taking all possible measures to
conserve energy. Several environment friendly measures were adopted by the Company as
prescribed below.
ii. The steps taken by the Company for utilising alternate sources of energy:
This year the Company has installed solar plants for saving the energy at large
at its registered office.
Installation of capacitors to save power;
Installation of Light Emitting Diode (LED) lights for new branches;
Creating environmental awareness by way of distributing the information in
electronic / digital form;
Reduction in water and energy consumption and recycling of waste paper
generation at various locations; and
Education and awareness programs for employees.
iii. The Capital investment on energy conservation equipment:
As per the business activities carried out by your Company, this year the Company has
installed solar plants for saving the energy at large at its registered office as capital
investment on energy conservation equipment.
B. Technology Absorption
i. The efforts made towards technology absorption:
The Company has improved operational process and patron overall journey, and has
launched cognitive chatbot platform for self-service with the regional level support to
manage customer accounts 24X7 which results in reducing customer queries. Along with
effective communication with customers, the Company's integrated WhatsApp chatboat
provides instant updates on their queries resulting in reducing the waiting time of the
agents.
ii. The benefit derived like product improvement, cost reduction, product development
or import substitution:
The Company uses the enhanced information technology in business operations which
results in quicker loan turnaround time, reduction in transaction costs and digitised the
collection processes.
iii. In Case of imported technology (imported during the last three years reckoned from
the beginning of the financial year):
a) The details of technology imported: Not Applicable
b) The year of import: Not Applicable
c) Whether the technology has been fully absorbed: Not Applicable
d) If not fully absorbed, areas where absorption has not taken place, and the reason
thereof: Not Applicable
iv. The expenditure incurred on Research and Development: Not Applicable
C. Foreign exchange earnings and Outgo:
The details of foreign exchange earnings and foreign exchange expenditures are as
below:
|
|
(Rs. in lakh) |
S,r. Particulars No. |
FY 2023-24 |
FY 2022-23 |
1 Foreign exchange earnings |
NIL |
NIL |
2 Foreign exchange expenditures |
4477.21 |
1315.75 |
RISK MANAGEMENT
Pursuant to the provisions of the RBI Master Directions, SEBI LODR and the Act, your
Company has adopted a Risk Management policy which ensure sustainable business growth with
stability and minimise unfavourable impact on the business objectives, develop stakeholder
value, undertake businesses that are well understood and within acceptable risk appetite
and develop a strong risk culture across the Company. Further, this Policy seeks to
sustain and enhance long-term competitive advantage for the Company and enable the Company
to proactively manage uncertainty and changes in the internal and external environment to
limit negative impacts and capitalise on opportunities. The Risk Management policy is
available on the website of the Company at https://www.skfin.in/
investor/policies-codes.
Your Company is exposed to various risks that are an inherent part of any financial
service business which inter alia include the following:
a) Credit Risk: Credit Risk is defined as the "risk of failure of the
counterparty in keeping up its commitments. It can be further described as, 'risk of
default on a debt that may arise from a borrower failing to make required payments. In the
first resort, the risk is that of the lender and includes lost principal and interest,
disruption to cash flows, and increased collection costs'.
b) Liquidity Risk: The Company defines liquidity risk as the risk of incurring
losses due to an inability to meet payment obligations in a timely manner when they become
due. The Company categorises liquidity risk into funding liquidity risk, which occurs when
payment obligations cannot be fulfilled, and market liquidity risk, which occurs when the
Company is unable to sell or transform assets to generate liquidity/ cash without
significant losses.
c) Market Risk: Market Risk is defined as the risks arising from movements in
interest rates and exchange rates, on the overall businesses of the Company. The Company
may engage in financial transactions denominated in foreign currency or with exposure to
foreign currency interest rate benchmarks. In such cases, any appreciation / depreciation
of the base currency or the depreciation / appreciation of the denominated currency will
affect the cash flows emanating from that transaction.
d) Operational Risk: Operational Risk has been defined by the RBI as the risk of
loss resulting from inadequate or failed internal processes, people and systems or from
external events. This definition includes legal risk but excludes strategic and
reputational risk. Legal risk includes but is not limited to exposure to fines, penalties,
punitive damages resulting from supervisory actions as well as private settlements.
e) Foreign Exchange Risk: defined as the risk that a Company may suffer losses as a
result of adverse exchange rate movements during a period in which it has an open
position, either spot or forward, or a combination of the two, in an individual foreign
currency. Companies are also exposed to interest rate risk, which arises from the maturity
mismatch of foreign currency positions. Even in cases where spot and forward positions in
individuals currencies are balanced, the maturity pattern of forward transactions may
produce mismatches. As a result, Companies may suffers losses as a results of changes in
permia/ discounts of the currencies concerned.
f) Compliance Risk: Compliance risk has been defined as "the risk of legal or
regulatory sanctions, material financial loss, or loss to reputation a Company may suffer
as a result of its failure to comply with laws, regulations, rules, related
self-regulatory organisation standards, and codes of conduct as applicable.
Information Technology and Information/Cyber Security Risk:
Information Technology and Information/Cyber Security Risk defines as the business risk
associated with the use, ownership, operation, involvement, influence and adoption of IT
within an enterprise. Your Company is committed towards creating an environment of
increased risk awareness at all levels. It aims to constantly upgrade the security
measures to ensure avoidance and mitigation of various risks. Your Company has policies
and procedures in place to measure, assess, monitor, and manage these risks systematically
across all its portfolios.
The Board has formed a Risk Management Committee to identify the risks impacting the
business, formulate strategies/ policies aimed at risk mitigation as part of risk
management. The Risk Management Committee (RMC), functions in line with the RBI Master
Directions and SEBI LODR. The Board of Directors has also constituted Risk Management
Committee of Executives and Asset Liability Management Committee ("ALCO
Committee") to provide the support functions to the Risk Management Committee of
Board in the day to day affairs of the Company.
The details of the Risk Management Framework and issues related thereto have been
explained in the "Management Discussion and Analysis Report" forming part of
this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company's Corporate Social Responsibility ('CSR') initiatives are aligned with the
mission of transforming rural lives and hence focus on areas such as health and wellness,
sanitation and hygiene, education including education through Cinema on Wheels and
vocational skill development, women empowerment, animal welfare, promoting sports for
underprivileged children, environment, Fitness Programme, Autism Care Centre &
Supporting Hospitals, Traffic Road Safety Programme and Art and Culture.
During the year, the Company has, in consonance with the CSR policy of the Company,
undertaken a number of initiatives that contribute to the society at large. The Company
has in place, a duly constituted CSR Committee for fulfilling the corporate social
responsibility objectives of the Company. The details on CSR Activities undertaken by the
Company for the Financial Year 2023-24, as prescribed under Companies (Corporate Social
Responsibility Policy) Rules, 2014, is provided in the "Annual Report on CSR
Activities" which annexed as Annexure-4.
The Corporate Social Responsibility Policy has been hosted on the website of the
Company at https://www.skfin.in/ investor/policies-codes.
REGULATORY & STATUTORY COMPLIANCE
The Company has strong control to ensure adherence with all the applicable laws and
regulations.
SECRETARIAL STANDARDS
The Company have devised proper systems to ensure compliance with the all applicable
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and
have complied with the same.
INTERNAL CONTROL SYSTEM AND INTERNAL AUDIT
The Company has designed a robust and comprehensive internal control system across all
major processes to ensure efficient operations, compliance with laws and reliability of
financial reporting. Internal Audit is conducted by an in-house Head of Internal Audit.
The Risk Based Internal Audit framework supports the system, which evaluates the
effectiveness of internal controls, risk management and governance processes to provide
independent assurance to the Board of Directors and Audit Committee of the Board. The Risk
Based Internal Audit framework is appropriate for the business's size, scale and
complexity and the risk based internal audit plan is developed based on the risk profile
of its activities. The Audit Committee of the Board approves the risk based internal audit
plan annually and regularly reviews the Head of Internal Audit observations, performance
status, providing guidance as needed.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act, read with
Rule 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return of the Company is available on the website of the Company at
https://www.skfin.in/investor/investor- services
COST RECORDS
The Central Government has not prescribed the maintenance of cost records under sub
section (1) of section 148 of the Act for any of the services rendered by the Company.
Accordingly, the maintenance of cost records is not applicable on the Company.
CORPORATE GOVERNANCE
The Company recognises its role as a corporate citizen and endeavours to adopt the best
practices and the highest standards of Corporate Governance through emphasising on
transparency and disclosures in and around the Company. The Company is committed in
carrying out its activities on ethical stances and providing accountability to its
customers, government and others. The Company believes in balancing the interests of its
stakeholders such as shareholders, management, customers, suppliers, government, etc. The
report on corporate governance forms integral part of this Annual Report.
The Company is a High Value Debt Listed Entity ("HVDLE") pursuant to the
provisions of the SEBI LODR. Accordingly, Regulation 16 to Regulation 27 of the SEBI LODR
in respect of Corporate Governance is applicable to the Company with effect from 07th
September, 2021 on a "comply or explain basis" until 31st March, 2025
and on a mandatory basis thereafter. In accordance with the same the Company has complied
with all the provision of Regulation 16 to Regulation 27 of SEBI LODR and RBI Master
Direction during the year.
A "Report on Corporate Governance" together with a certificate from
the practicing Company secretaries M/s V. M. & Associates, Company Secretaries
regarding compliance of conditions of corporate governance as per the relevant provisions
of the SEBI LODR is attached and forms part of this Annual Report. The report contains the
details as required to be provided on the composition and category of directors, number of
meetings of the board, composition of the various committees, annual board evaluation,
remuneration policy, criteria for board nomination and senior management appointment,
whistle blower policy/vigil mechanism, disclosure of relationships between directors
inter-se, general body meetings and other disclosures etc.
COMPLIANCE CERTIFICATE
As required in terms of Regulation 17(8) of the SEBI LODR, the Chief Financial Officer
and the Managing Director & CEO of the Company have submitted a compliance certificate
to the board as specified in Part B of Schedule II of the SEBI LODR regarding the
Financial Statements and Internal Controls relating to financial reporting for the year
ended on 31st March, 2024. The said Certificate is attached as Annexure-2 and
forms part of this Report.
DISCLOSURES PURSUANT TO THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has always believed in safety of Women in and around the organisation, to
achieve the same the Company has in place a policy for Prevention of Sexual Harassment
describing the procedure for the Redressal of complaints pertaining to sexual harassment
in line with the requirements of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and rules made
thereunder.
During the year the Company has conducted various workshops and sessions in relation to
the awareness of the POSH Act amongst the employees.
An Internal Complaints Committee (ICC) has been set up in accordance with the POSH Act
to redress complaints in relation to sexual harassment and all employees of the Company
are covered under this policy and during the year there were no complaints received under
the POSH Act.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN FUTURE
There were no significant and material orders passed by the Regulators or Courts or
Tribunals that would impact the going concern status of the Company and its future
operations during the FY 2023-24 except as mentioned below.
Your Company has applied to BSE for the waiver of fine pertaining to delay in
submission of Record Date notice under Regulation 60(2) of Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Further in
this regards the BSE has granted the waiver letter to the Company and during the review
period the Company has complied with the provision of Regulation 60(2) of Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
SUBSIDIARIES, JOINT VENTURES, ASSOCIATE COMPANIES
During the year under review and as on the date of this Report, your Company had no
subsidiary, joint venture or associate Company. Also, the Company did not become a part of
any joint venture during the year.
OTHER DISCLOSURES
Other disclosures with respect to Board's Report as required under the Act read with
the Rules notified thereunder and the SEBI LODR are either NIL or NOT APPLICABLE.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their
knowledge and belief, confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
ii. the Directors had selected such accounting policies and applied them consistently
and made judgements and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2024 and of
the profit of the Company for that period;
iii. the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv. the Directors had prepared the annual accounts on a going concern basis;
v. the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
vi. the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation for the assistance and
guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the
Securities and Exchange Board of India, government and other regulatory Authorities.
Your Directors also gratefully acknowledge all stakeholders of the Company viz.
customers, members, dealers, vendors, banks and other business partners for the excellent
support received from them during the year.
Finally, our employees, who are instrumental in helping the Company scale new heights,
year after year, their commitment and contribution is deeply acknowledged. Your Directors
look forward to your continuing support.
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For and on behalf of the Board of Directors |
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For SK Finance Limited |
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Rajendra Kumar Setia |
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Managing Director and Chief Executive Officer |
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DIN: 00957374 |
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Yash Setia |
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Whole Time Director |
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DIN: 09831391 |
Place: Jaipur |
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Date: 15th July, 2024 |
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Regd. Address: G 1-2, New Market, Khasa Kothi, |
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Jaipur - 302001 (Rajasthan) |
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Website: www.skfin.in Email: info@skfin.in |
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