Sakthi Finance: (Stock Code: 511066)
Sakthi Finance: (Stock Code: 511066)
BSE Limited
(Stock Code : 511066)
P J Towers
25 Floor
Fort
Mumbai —400 012
Through : On-line submission
Dear Sir,
Annual Report for the financial year ended 31st March 2020 and Annual
General Meeting updates
We now submit an electronic copy of the Annual Report 2020 of the Company
comprising the Audited Financial Statements, Board's Report and Independent
Auditors' Report thereon for the financial year ended 31st March 2020 and the
Notice convening the 63rd AGM.
The electronic copies of the Annual Report 2020 and the AGM Notice were
circulated yesterday to all the members holding shares in dematerialized form
whose e-mail addresses are available with their Depository Participants ("DP") as
well as to the members holding shares in physical form whose e-mail addresses are
registered with the Company / Registrar Share Transfer Agent for communication
purposes. The documents are also being uploaded in the website of the Company
at www.sakthifinance.com and this submission will enable them to be available
on the website of the stock exchange for access by any member. In view of the
exemptions provided, no physical or hard copies of the AGM Notice and the
Annual Report 2020 are being sent to the shareholders.
Members of the Company who have not registered their e-mail addresses with the
Company were informed by a letter dated 16 September 2020 about the process
for registration of their e-mail addresses to receive the Annual Report 2020,
AGM Notice and the log-in credentials for participating in the AGM through
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As per Section 108 of the Act and Rule 20 of the Companies (Management and
Administration) Rules 2014 as amended from time to time and the provisions of
Regulation 44 of Listing Regulations, members have been provided with the facility
to cast their votes electronically through the e-voting services provided by Central
Depository Services (India) Limited ("CDSL") on all Resolutions set out in the
Notice. The facility for voting will also be made available during the AGM and
members attending the Meeting who have not cast their vote(s) by remote
e-voting will be able to vote during the AGM through CDSL's remote e-voting.
The remote e-voting period commences on Monday, 14 December 2020 (9.00 a.m.
1ST) and concludes on Wednesday, 14 December 2020 (5.00 p.m. 1ST). During this
period, members of the Company, holding shares either in physical form or in
dematerialized form, as on the cut-off date i.e. 10 December 2020 may cast their
votes electronically. The voting rights of the Members shall be in proportion to
their shareholding in the Company as on the cut-off date10 December 2020.
The AGM Notice includes the detailed procedure for remote e-voting and voting
through CDSL.
Members are being provided with a facility to attend the AGM through
VC platform provided by the CDSL. Members who do not have the credentials for
e-voting or have forgotten the Password can retrieve it by following the remote
e-voting instructions contained in the AGM Notice.
Yours faithfully
For Sakthi Finance Limited
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Company Secretary
FCS 7012
Notice 2
Debenture trustee Board’s Report 18
Catalyst Trusteeship Limited Corporate Governance Report 35
“GDA House” Independent Auditor’s Report 60
Plot No. 5, Bhusari Colony (Right) Balance Sheet 67
Paud Road Statement of Profit and Loss 69
Pune - 411 038 Statement of Changes in Equity 70
Phone : (020) 25280081 Cash Flow Statement 71
Fax : (020) 25280275
E-mail : dt@ctltrustee.com }
Notes forming an integral part
of the Financial Statements
73
STATEMENT OF MATERIAL FACTS UNDER SECTION 102 OF THE COMPANIES ACT 2013
The following Statement sets out all material facts relating Director. Pursuant to Section 160 of the Act, the Company
to the business mentioned under Item Nos. 5 to 9 of the has received a notice in writing from a member proposing
accompanying Notice dated 11th November 2020. the re-appointment of Smt Priya Bhansali for the office of
Item No.5 Independent Director under Section 149 of the Act.
1. Smt Priya Bhansali (DIN : 00195848) has been a 5. Based on the performance evaluation of Smt Priya
Non-Executive, Independent Director of the Company since Bhansali and as per the recommendations of Nomination
September 2015. She is also a member of Nomination and and Remuneration Committee, given her professional
Remuneration Committee and Policy Review Committee qualification, rich experience and expertise in Finance and
of the Company. Smt Priya Bhansali was appointed as a Accounting, Direct Taxes, Audit, Joint Ventures, Foreign
Non-Executive, Independent Director by the members Investment and International Taxation etc for nearly
at the Fifty Eighth Annual General Meeting of the three decades and her contributions to the deliberations
Company held on 28th September 2015, for a term up and discussion at the meeting of the Board, the Board
to five consecutive years from 28th September 2015 to of Directors is of the opinion that Smt Priya Bhansali’s
27th September 2020, not liable to retire by rotation. continued association would be of immense benefit to
Smt Priya Bhansali is due for retirement from her first term the company and it is desirable to continue to avail the
as an Independent Director on 27th September 2020 as services of Smt Priya Bhansali as an Independent Director
per Section 149(6) of the Companies Act 2013 (“the Act”). for a second term of office.
2. As per Section 149(10) and (11) of the Act, an Independent 6. The Company has also received from Smt Priya Bhansali:
Director can hold office for a term up to five consecutive a. consent in writing to act as Director in Form DIR-2
years on the Board of a Company and can be re-appointed pursuant to Rule 8 of the Companies (Appointment and
on passing of a Special Resolution by the Company and
Qualification of Directors) Rules 2014
disclosure of such reappointment in the Board’s Report.
Smt Priya Bhansali fulfills the requirements of an b. intimation in Form DIR-8 in terms of Rule 14 of
Independent Director as laid down under Section 149(6) of the Companies (Appointment and Qualification of
the Act and Regulation 16 of the SEBI (Listing Obligations Directors) Rules 2014 to the effect that she is not
and Disclosure Requirements) Regulations 2015 (“Listing disqualified under sub-section (2) of Section 164 of the
Regulations”). Companies Act 2013, confirming her eligibility for such
re-appointment; and
3. Accordingly, Smt Priya Bhansali is eligible for
reappointment for a second term on the Board of the c. a declaration to the effect that she meets the criteria of
Company as an Independent Director, not liable to retire independence as provided in sub-section (6) of Section
by rotation, with effect from 28th September 2020 to 149 of the Companies Act 2013.
27th September 2025, subject to the approval of Members 7. Smt Priya Bhansali has also confirmed that she satisfies the
by a Special Resolution at this AGM. ‘Fit and Proper’ criteria as prescribed in Master Direction -
4. The Board of Directors, based on the recommendations of Non-Banking Financial Company - Systemically Important
Nomination and Remuneration Committee, propose the Non-Deposit Taking Company and Deposit Taking Company
re-appointment of Smt Priya Bhansali as an Independent (Reserve Bank) Directions 2016.
63rd Annual Report 2020 | Financial Year 2019-20 Page | 9
8. Further, as per Regulation 25(8) of the Listing Regulations, 16. Except Smt Priya Bhansali, none of the Directors or
Smt Priya Bhansali has confirmed that she is not aware Key Managerial Personnel (“KMP”) of the Company and
of any circumstance or situation which exists or may their relatives is concerned or interested, financially or
reasonably be anticipated that could impair or impact otherwise, in the Special Resolution set out above.
her ability to discharge her duties with an objective Item No.6
independent judgment and without any external 1. Sri K P Ramakrishnan (DIN : 07029959) has been a
influence. Smt Priya Bhansali has also confirmed that she Non-Executive, Independent Director of the Company
is not debarred from holding the office of a Director by since September 2015. He is also the member of
virtue of any SEBI Order or any such Authority pursuant Audit Committee and Policy Review Committee of
to SEBI Circular dated 20th June 2018 circulated by the Company. Sri K P Ramakrishnan was appointed
BSE Limited relating to enforcement of SEBI Orders as a Non-Executive, Independent Director by the
regarding appointment of Directors by listed companies. members at the Fifty Eighth Annual General Meeting
held on 28th September 2015, for a term up to five
9. Smt Priya Bhansali has further provided a declaration
consecutive years from 28th September 2015 to
pursuant to Rule 6(1) and (2) of the Companies
27th September 2020, not liable to retire by rotation.
(Appointment and Qualification of Directors) Rules 2014,
Sri K P Ramakrishnan is due for retirement from his first
as amended, affirming that she has registered her name term as an Independent Director on 27th September
with the Indian Institute of Corporate Affairs (“IICA”), 2020 as per Section 149(6) of the Companies Act 2013
Manesar for inclusion of her name in the Independent (“the Act”).
Directors’ Data Bank and that she will renew her
2. As per Section 149(10) and (11) of the Act, an Independent
application for it, from time to time, till she continues to
Director can hold office for a term up to five consecutive
hold as an Independent Director of the Company. She has years on the Board of a Company and can be re-appointed
also successfully passed the examination conducted by on passing of a special resolution by the Company and
the IICA to qualify for the Independent Directorship of the disclosure of such reappointment in the Board’s Report.
company. Sri K P Ramakrishnan fulfills the requirements of an
10. In the opinion of the Board and based on the Board’s Independent Director as laid down under Section 149(6) of
evaluation, Smt Priya Bhansali fulfills the conditions the Act and Regulation 16 of the SEBI (Listing Obligations
specified in the Act, Rules made thereunder and Listing and Disclosure Requirements) Regulations 2015
Regulations for her reappointment as an Independent (“Listing Regulations”).
Director of the Company and she is independent of the 3. Accordingly, Sri K P Ramakrishnan is eligible for
management of the Company. reappointment for a second term on the Board of the
Company as an Independent Director, not liable to retire
11. A copy of the draft letter for the re-appointment of
by rotation, with effect from 28th September 2020 to
Smt Priya Bhansali as an Independent Director setting out
27th September 2025, subject to the approval of Members
the terms and conditions would be available for inspection
by a Special Resolution at this AGM.
without any fee by the Members at the registered office
4. The Board of Directors, based on the recommendations of
of the Company during normal business hours on any
Nomination and Remuneration Committee, propose the
working day up to the date of AGM.
reappointment of Sri K P Ramakrishnan as an Independent
12. Smt Priya Bhansali holds a Graduate Degree in Commerce. Director. Pursuant to Section 160 of the Act, the Company
She is also a Fellow Member of the Institute of Chartered has received a notice in writing from a member proposing
Accountants of India and also holds a Diploma in the reappointment of Sri K P Ramakrishnan for the office of
Information System Audit (“DISA”). She is a partner in Independent Director under Section 149 of the Act.
M/s. Kumbhat & Co, Chartered Accountants. She has been a 5. Based on the performance evaluation of
practising Chartered Accountant for nearly three decades. Sri K P Ramakrishnan and as per the recommendations of
She has experience and expertise in Direct Taxes, Audit, Nomination and Remuneration Committee, given his rich
Joint Ventures, FDI and International Taxation, etc. and varied experience in banking and finance, gained over
13. Details of her Directorships and Committee Memberships a period of more than three decades in banking sector
held in other public companies are given in the Annexure and his contributions to the deliberations and discussion
to the notice. at the meeting of the Board, the Board of Directors is
of the opinion that Sri K P Ramakrishnan’s continued
14. In compliance with Section 149 read with Schedule IV to association would be of immense benefit to the company
the Act and Regulation 16 of the Listing Regulations and and it is desirable to continue to avail the services of
other applicable regulations, if any, the reappointment of Sri K P Ramakrishnan as an Independent Director for a
Smt Priya Bhansali as an Independent Director is placed second term of office.
for the approval of the members as a Special Resolution. 6. The Company has received from Sri K P Ramakrishnan:
15. Accordingly, the Board of Directors recommend the Special a. consent in writing to act as Director in Form DIR-2
Resolution set out in Item No 5 of the accompanying Notice pursuant to Rule 8 of the Companies (Appointment and
for the consideration and approval of the members. Qualification of Directors) Rules 2014
63rd Annual Report 2020 | Financial Year 2019-20 Page | 10
b. intimation in Form DIR-8 in terms of Rule 14 of the 14. Details of his Directorships and Committee Memberships
Companies (Appointment and Qualification of Directors) held in other public companies are given in the Annexure
Rules 2014 to the effect that he is not disqualified under to the notice.
sub-section (2) of Section 164 of the Companies Act
15. In compliance with Section 149 read with Schedule IV to
2013, confirming his eligibility for such reappointment;
the Act and Regulation 16 of the Listing Regulations and
and
other applicable regulations, if any, the reappointment of
c. a declaration to the effect that he meets the criteria of
Sri K P Ramakrishnan as an Independent Director is placed
independence as provided in sub-section (6) of Section
for the approval of the members as a Special Resolution.
149 of the Companies Act 2013.
7. Sri K P Ramakrishnan has also confirmed that he satisfies 16. Accordingly, the Board of Directors recommend the Special
the ‘Fit and Proper’ criteria as prescribed in Master Resolution set out in Item No 6 of the accompanying Notice
Direction - Non-Banking Financial Company - Systemically for the consideration and approval of the members.
Important Non-Deposit Taking Company and Deposit 17. Except Sri K P Ramakrishnan, none of the Directors or
Taking Company (Reserve Bank) Directions 2016. Key Managerial Personnel (“KMP”) or their relatives,
8. Further, as per Regulation 25(8) of the Listing Regulations, is concerned or interested, financially or otherwise, in the
Sri K P Ramakrishnan has confirmed that he is not aware Special Resolution set out above.
of any circumstance or situation which exists or may
reasonably be anticipated that could impair or impact Item No.7
his ability to discharge his duties with an objective 1. At the 58th Annual General Meeting of the Company
independent judgment and without any external held on 28th September 2015 members had approved
influence. Sri K P Ramakrishnan has also confirmed that reappointment of Sri M Balasubramaniam as Managing
he is not debarred from holding the office of a Director by Director of the company for a period of five years with
virtue of any SEBI Order or any such Authority pursuant effect from 29th September 2015. His present term of
to SEBI Circular dated 20th June 2018 circulated by office as Managing Director is valid up to 28th September
BSE Limited relating to enforcement of SEBI Orders 2020.
regarding appointment of Directors by listed companies.
2. Considering his significant contributions made to the
9. Sri K P Ramakrishnan has further provided a declaration
company during his tenure of office, the Board of Directors
pursuant to Rule 6(1) and (2) of the Companies
(Appointment and Qualification of Directors) Rules have, at their meeting held on 24th August 2020, based
2014, as amended, affirming that he has successfully on the recommendation of Nomination and Remuneration
registered his name with the Indian Institute of Corporate Committee, reappointed him, subject to the approval of
Affairs (“IICA”), Manesar for inclusion of his name in the members, as Managing Director for a further period of five
Independent Directors’ Data Bank and that he will renew years with effect from 29th September 2020 on the terms
his application for it, from time to time, till he continues to and conditions set out in the resolutions which are placed
hold as an Independent Director of the Company. before the members for their approval. As per Section 203
10. Sri K P Ramakrishnan has confirmed that he had already of the Act, Managing Director is a Key Managerial Personnel
served as an Independent Director of listed and unlisted (“KMP”) of the Company.
public companies for more than ten years. As such, he has 3. Sri M Balasubramaniam holds a Master’s degree in
been exempted from the examination conducted by IICA to Commerce from Madras University and a Master’s
qualify for an Independent Directorship of the company. Degree in Business Administration from Notre Dame
11. In the opinion of the Board and based on the Board’s University, USA. He joined the company as a Director in
evaluation, Sri K P Ramakrishnan fulfills the conditions the year 1985 and has been the Managing Director of
specified in the Act, Rules made thereunder and Listing the company since 1990. He is also a Director of Sakthi
Regulations for his reappointment as an Independent Sugars Limited and other public limited companies.
Director of the Company and he is independent of the He is a member of Southern Regional Committee of
management of the Company. All India Council for Technical Education (“AICTE”).
12.
A copy of the draft letter for the reappointment of
4. During his long association with Company, the Company
Sri K P Ramakrishnan as an Independent Director setting
has gained from strength to strength under his outstanding
out the terms and conditions would be available for
inspection without any fee by the Members at the leadership. Further, considering the qualifications,
registered office of the Company during normal business experience and expertise, his continued association would
hours on any working day up to the date of AGM. be of immense benefit to the Company and hence it is
desirable to continue of avail of his services as Managing
13.
Sri K P Ramakrishnan holds a Graduate Degree in
Director of the company.
Engineering from Indian Institute of Technology, Chennai.
He was former Chief General Manager of IDBI Bank 5. The Company has received a notice in writing pursuant to
Limited. He has rich and varied experience in banking and Section 160 of the Companies Act 2013 from a member
finance, gained over a period of more than three decades proposing the reappointment of Sri M Balasubramaniam
in banking sector. for the office of Director of the Company.
63rd Annual Report 2020 | Financial Year 2019-20 Page | 11
6. Sri M Balasubramaniam has submitted the following iii. Recognition or awards: Not Applicable
documents: iv. Job Profile and Suitability :
a. consent in writing to be a Director in Form DIR-2 Sri M Balasubramaniam holds a Post graduate
b. intimation in Form DIR-8 to the effect that he is not degree in Commerce and a Masters Degree in
disqualified under Section 164(4) of the Companies Act Business Administration in Finance from Notre
2013. Dame University, USA.
7. Sri M Balasubramaniam has confirmed that he satisfies the Sri M Balasubramaniam joined the Company as
‘Fit and Proper’ criteria as prescribed in Master Direction - Director from 1985 and he has been the Managing
Non-Banking Financial Company - Systemically Important Director of the company since 29th September
Non-Deposit Taking Company and Deposit Taking Company 1990 and Vice Chairman and Managing Director of
(Reserve Bank) Directions 2016. the Company from 24th October 2007.
8. Sri M Balasubramaniam has also confirmed that he is During his long tenure, the company has achieved
not debarred from holding the office of a Director by all-round performance. During the financial
virtue of any SEBI Order or any such Authority pursuant year 2019-20, the Company has crossed `1,200
to SEBI Circular dated 20th June 2018 circulated by crore mark in total asset size under his very able
BSE Limited relating to enforcement of SEBI Orders stewardship.
regarding appointment of Directors by listed companies.
Considering the qualifications, experience, integrity
9. Details of his Directorships and Committee Memberships and expertise of Sri M Balasubramaniam in the
held in other public companies are given in the Annexure finance industry, he will be eminently qualified
to the notice. for being appointed as Managing Director of the
10.
The following additional information as required by company for a further period of 5 years with effect
Schedule V to the Companies Act 2013 is given below: from 29th September 2020.
I. General Information v. Remuneration proposed
i. Nature of Industry The present term of office of Managing
The Company has been in the business of financing Director is valid up to 28th September 2020.
for Commercial Vehicles, Infrastructure equipments Sri M Balasubramaniam is proposed to be reappointed
and Machineries, etc. as Managing Director for a further period of five (5)
ii. Date or expected date of commencement of years with effect from 29th September 2020 on the
commercial production following terms and conditions:
The Company was incorporated on 30th March Salary ` 3,00,000 per month
1955 and started Commencement of business
Perquisites Not exceeding the Annual Salary
immediately.
as may be decided by the Board of
iii. In case of new companies, expected date of Directors from time to time.
commencement of activities as per project In addition to the salary,
approved by financial institutions appearing in the Sri M Balasubramaniam shall
prospectus – Not applicable. also be entitled to the following
iv. Financial performance based on given indicators – perquisites:
as per audited financial results for the year ended a. Contribution to Provident and
31st March 2020. Superannuation Funds to the
Particulars (` lakhs) extent not taxable under Income
Tax Act 1961
Gross Turnover and Other Income 17,023.01
b.Gratuity at the rate of half
Net profit as per Statement of Profit 1,117.94 a month’s salary for each
and Loss (After Tax) completed year of service
Computation of Net Profit in 1,450.44 c. Encashment of leave at the end
accordance with Section 198 of the of tenure as per rules of the
Companies Act, 2013 Company
Net worth 15,357 Commission 3% on the Net Profits of the
v. Foreign investments or collaborators, if any: Company, subject to a maximum
ceiling specified in Section I of Part
Not applicable.
II of Schedule V to the Act
II. Information about the appointee:
vi. Comparative remuneration profile with respect
i. Background details: Information furnished in the to industry, size of the company, profile of the
Annexure to Notice. position and person (in case of expatriates the
ii. Past remuneration during the financial year ended relevant details would be with respect to the
31st March 2020: ` 114.19 lakhs country of his origin)
Particulars of the offer including date of passing of Board Secured / Unsecured Redeemable, Non-Convertible
resolution Debentures (“NCDs”) and Other Debt Securities in one or
more series or tranches
Date of Board Meeting : 24th August 2020
Kinds of securities offered and the price at which security is NCDs and other Debt Securities
being offered Face Value of NCDs : ` 1,000 each
Other Debt Securities : At the discretion of the Board of
Directors at the time of Issue
Basis or justification for the price (including premium, if any) Not applicable
at which the offer or invitation is being made
Name and address of valuer who performed valuation Not applicable
Amount which the company intends to raise by way of such For an amount not exceeding ` 500 crores in aggregate
securities
Material Terms of raising of securities: Duration, if applicable, Terms :
Rate of dividend or rate of interest, mode of payment and NCDs : 15 to 36 months
repayment Other Debt Securities : At the discretion of the Board of
Directors at the time of Issue
Interest Rate : Not exceeding 12% p.a.
Mode of payment : NEFT / Cheque / DD
Repayment : NEFT / Cheque / DD on the date of maturity
Proposed time schedule for which the offer letter is valid Validity commencing from the conclusion of this AGM until
the conclusion of next AGM.
Purposes and objects of the offer To finance the business operations and increased working
capital requirements of the Company.
Contribution being made by the promoters or directors either None of the Promoters or Directors is interested in the offer.
as part of the offer or separately in furtherance of such objects
Principal terms of assets charged as security, if applicable Secured NCDs :
Security cover will be 1.10 times of the debenture value.
Accordingly, the Board of Directors recommend the Special Resolution as set out in Item No 9 of the accompanying Notice for the
consideration and approval of the members.
None of the Directors or Key Managerial Personnel or their relatives, is concerned or interested, financially or otherwise, except
to the extent of NCDs and other debt securities that may be subscribed to by their relatives or companies/firms in which they
are interested.
By Order of the Board
For Sakthi Finance Limited
S Venkatesh
11th November 2020 Company Secretary
Coimbatore FCS 7012
Registered Office:
62, Dr Nanjappa Road
Coimbatore – 641 018
CIN : L65910TZ1955PLC000145
Phone : (0422) 2231471-74, 4236200
Fax : (0422) 2231915
E-mail : investors@sakthifinance.com
Website : www.sakthifinance.com
}
Depreciation, 465.61 438.72 GAAP”). Accordingly, the impact of transition has been
Amortization and recorded in the opening reserves as on 1st April 2018 and
Impairment the corresponding adjustments pertaining to comparative
Total Expenses (B) 15,621.98 15,430.48 previous year as presented in these Financial Statements
Profit before Exceptional have been restated/reclassified in order to conform to
Items and Taxes (A-B) 1,401.03 1,379.31 current year presentation.
Exceptional Items - - 3. BUSINESS
Profit before Tax 1,401.03 1,379.31 During the financial year, the company disbursed an
Less : Provision for Tax: - - amount of ` 67,132 lakh in hire purchase financing
operations as against ` 57,747 lakh during the previous
Current Tax 449.61 583.30 financial year. The collection efficiency has been good.
Deferred Tax (166.52) (161.48) Your directors hope to achieve better business
Profit after tax for the year 1,117.94 957.49 disbursements and profitability during the current
Balance of profit for earlier financial year.
years 2,803.87 2,719.51 4. CHANGE IN NATURE OF BUSINESS, IF ANY
Profit available for During the year, there was no change in the nature of
Appropriation 3,921.81 3,677.00 business of the company.
Add : Other Comprehensive 5. DIVIDEND
Income / (Loss) (5.54) (31.08) a. PREFERENCE SHARES
Less : Dividend paid on Your Directors have, at their meeting held on 30th June
Equity Shares (2019 & 2018) 500.00 500.00 2020, declared an interim dividend of ` 9 per share
Tax on Dividend - on 9% Redeemable Cumulative Preference Shares of
Equity Shares (2019 & 2018) 102.78 102.78 ` 100 each for the financial year ended 31st March
Statutory Reserve 223.59 239.27 2020 amounting to ` 129.65 lakh, after deduction of
Balance carried forward 3,089.90 2,803.87 TDS.
b. EQUITY SHARES
Note: The financial statements for the year ended
Your Directors are pleased to recommend a dividend
31st March 2020 have been prepared under Indian
Accounting Standards (“Ind AS”). The financial of ` 0.60 per equity share (6% on the face value
statements for the year ended 31st March 2019 of equity shares of ` 10 each) for the year ended
have been restated in accordance with Ind AS for 31st March 2020 amounting to ` 388.26 lakh.
comparative purposes. Equity Dividend recommended for the financial year
2019-20, if approved by the members, will be
2. IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS recognized as a liability during the financial year
(“Ind AS”) 2020-21.
Your Company has prepared the Financial Statements 6. TRANSFER TO RESERVES
in conformity with Indian Accounting Standards
(“Ind AS”) notified under the Companies (Indian No amount has been transferred to General Reserve from
Accounting Standards) Rules 2015, as amended by the current year profits.
Companies (Indian Accounting Standards) Rules 2016. 7. CHANGE IN THE CAPITAL
The Company has adopted Ind AS with effect from During the year, the Company has allotted 1,47,05,882
1st April 2019 with effective transition date of 1st April Equity Shares on preferential basis to Promoter Group
2018. Companies and Other Corporate Body on 13th March
Accordingly, these Financial Statements together with the 2020. Accordingly, the paid-up share capital stands
Financial Statements for the comparative reporting period increased to ` 7,970.59 lakh from ` 6,500.00 lakh.
M/s. P K Nagarajan & Co, Chartered Accountants, 30. MATERIAL CHANGES AND COMMITMENTS
have audited the accounts of the company for the year There are no material changes and commitments which
2019-20 and submitted their report thereon. There has occurred between the end of the financial year of
been no qualification, reservation, adverse remarks or the company and the date of this report affecting the
disclaimer given by the Auditors in their report. Company’s financial position.
b. Secretarial Auditors 31. EXTRACT OF ANNUAL RETURN
Pursuant to Section 204 of the Act, your Directors The extract of Annual Return as provided under
appointed M/s. S Krishnamurthy & Co, Company sub-section (3) of Section 92 of the Act is enclosed as
Secretaries, to undertake the Secretarial Annexure - 3 in the prescribed Form MGT-9 and forms part
Audit of your company for the year 2019-20. of this Report.
The Secretarial Audit Report for the financial year 32. PECUNIARY RELATIONSHIP OR TRANSACTIONS OF
31st March 2020 is set out in Annexure-6. NON-EXECUTIVE DIRECTORS
There were no qualifications, reservations, observations During the year, the Non-Executive Directors of the
or adverse remarks made by the Auditors in their Company had no pecuniary relationship or transactions
report. with the Company.
c. Cost Records and Cost Audit 33. SECRETARIAL STANDARDS COMPLIANCE
Your Directors confirm that the Company has complied
Maintenance of cost records and requirements of cost
with the applicable Secretarial Standards issued by the
audit as prescribed under the provisions of Section
Institute of Company Secretaries of India in relation to
148(1) of the Act is not applicable for the business
Board and General Meetings.
activities carried out by the company.
34. ACKNOWLEDGEMENT
27. PARTICULARS REQUIRED UNDER SECTION 134 OF THE ACT
Your Directors wish to place on record the valuable
Particulars as required under Section 134(3)(m) of the guidance and excellent co-operation extended by the
Act read with Companies (Accounts) Rules 2014 are given members, banks, financial institutions, rating agencies,
below: Reserve Bank of India and other regulatory authorities.
a. The Company has no activity involving conservation of The Board of Directors wish to convey their sincere
energy or technology absorption; thanks to the depositors and debenture holders of the
company for their continued patronage. They also wish
b. The Company does not have any Foreign Exchange
to appreciate the excellent services rendered by the
Earnings; and
employees of the company.
c. Foreign Exchange Outgo : ` 83.43 lakhs
We pray the Goddess SAKTHI to continue to shower Her
28. PARTICULARS OF EMPLOYEES blessings and to guide us in all our endeavours.
The disclosures in terms of Section 197(12) of the Act read For and on behalf of the Board
with rules 5(1), (2) and (3) of the Companies (Appointment M Manickam
and Remuneration of Managerial Personnel) Rules 2014 24th August 2020 Chairman
relating to remuneration is enclosed as Annexure 7. Coimbatore DIN : 00102233
Cautionary Statement
Certain statements made in the Management Discussion and Analysis Report describing the Company’s objectives, predictions may
be “forward-looking statements” within the meaning of applicable laws and regulations. Actual results may vary significantly from
forward-looking statements contained in this report due to various risks and uncertainties. These risks and uncertainties include
the effect of economic and political conditions in India, change in interest rates, new regulations and Government policies that may
impact the Company’s business as well as its ability to implement the strategy.
1. Company’s Philosophy on Corporate Governance The Board of Directors and its Committees meet
Corporate Governance is a set of principles, processes and at periodic intervals. Policy formulation, setting
systems to be followed by Directors, Management and up of goals and evaluation of performance and
all the employees of the Company for enhancement of control function vest with the Board. The Board
shareholders value, keeping in view the interest of other has constituted Eleven (11) Committees, namely,
stakeholders. Integrity, transparency and compliance Audit Committee, Nomination and Remuneration
with regulations in dealing with members, employees, Committee, Stakeholders’ Relationship Committee,
customers, lenders, regulators and government agencies Corporate Social Responsibility Committee, Asset
are the objectives of good corporate governance. Liability Management Committee, Risk Management
The Company adopts and practices these principles of Committee, Information Technology (“IT”) Strategy
good Corporate Governance while ensuring integrity, Committee, Finance and Investment Committee,
transparency and accountability at all levels in the Allotment Committee, NCD Issuance Committee and
organisation. Policy Review Committee.
The necessary disclosures regarding the committee
2. Board of Directors
positions have been made by the Directors. None of
a. Composition and Category of Directors the Directors on the Company’s Board is a member of
As on 31st March 2020, the Board of Directors consists more than ten (10) Committees and Chairman of more
of eight (8) members. The Board has a Non-Executive than five (5) Committees (the committees being Audit
Chairman, a Vice Chairman and Managing Director, Committee and Stakeholders’ Relationship Committee)
a whole-time Director (Finance and Operations) and across all Companies in which they are Directors.
other five Non-Executive Directors, of which four are The Company has issued formal letters of appointment
Independent Directors (including a women director), to the Independent Directors and the terms of their
who bring in a wide range of skills, experience and appointment are disclosed on the Company’s website:
expertise to the Board. The number of Independent https://sakthifinance.com/board-of-directors.
Directors is 50% of the total number of Directors on the
It is confirmed that no Independent Director has
Board. The composition of the Board is in conformity
resigned from the Board before the expiry of his / her
with the provisions contained in Companies Act 2013
period during the financial year.
and Regulation 17 of the Listing Regulations.
Due to Covid-19 pandemic lockdown, the Independent
In accordance with Regulation 25(8) of the Listing
Director’s meeting could not be held on or before
Regulations, all Independent Directors (“IDs”) have
31st March 2020. However, the Independent Directors
confirmed that they meet the independence criteria
had a separate meeting on 30th July 2020 without
as mentioned under Section 149 of the Act, the rules
the participation of Non-Independent Directors and
framed thereunder and Regulation 16(1)(b) of the
Promoter Directors.
Listing Regulations. The IDs have further stated that
they are not aware of any circumstance or situation, Dr. M Manickam, Chairman, Sri M Balasubramaniam,
which exist or may reasonably be anticipated that Vice Chairman and Managing Director and
could impair or impact their ability to discharge Sri M Srinivaasan, Director are related to each other as
their objective, independent judgement and without brothers.
any external influence. The company has received b. Number of Board Meetings held during the year
confirmation from all existing IDs that they have
During the financial year 2019-20, six (6) Board
registered with Independent Director’s Database
Meetings were held on 29th May 2019, 5th August
maintained by the Indian Institute of Corporate Affairs
2019, 14th September 2019, 13th December 2019,
(“IICA”), Manesar, pursuant to Rule 6 of the Companies
13th January 2020, 14th February 2020. The gap
(Appointment and Qualification of Directors) Rules
between two meetings is within one hundred and
2014. Based on the disclosures received from all
twenty days only. The information as required under
the IDs and as determined at the meeting held on
Regulation 17(7) of the Listing Regulations is made
24th August 2020, the Board is of the opinion that the
available to the Board for discussion and consideration
IDs fulfill the conditions of independence as specified
at Board Meetings. The Board also reviews compliance
in the Act and are independent of management.
reports of all laws applicable to the company on
None of the Independent Directors on the Board serve quarterly basis.
as an Independent Director in more than seven listed
c. Familiarisation programme for Independent Directors
companies. All Independent Directors also comply with
the limit of Independent Directorship as prescribed in The familiarization process followed by the Company
the Listing Regulations. includes briefing about the Board’s composition and
Name of the Director Name of the listed entity in which Category of Directorship
Directorship is held
Dr M Manickam 1. Sakthi Finance Limited Non-Executive, Non-independent
2. Sakthi Sugars Limited Executive, Non-independent
3. Kovai Medical Center and Hospitals Limited Independent
Sri M Balasubramaniam 1. Sakthi Finance Limited Executive, Non-independent
2. Sakthi Sugars Limited Non-Executive, Non-independent
Sri M Srinivaasan 1. Sakthi Finance Limited Non-Executive, Non-independent
2. Sakthi Sugars Limited Non-Executive, Non-independent
Dr A Selvakumar 1. Sakthi Finance Limited Independent
Sri P S Gopalakrishnan 1. Sakthi Finance Limited Independent
2. Dharani Sugars and Chemicals Limited Independent
3. Kothari Sugars and Chemicals Limited Independent
Smt Priya Bhansali 1. Sakthi Finance Limited Independent
2. Sakthi Sugars Limited Independent
Sri K P Ramakrishnan 1. Sakthi Finance Limited Independent
Dr S Veluswamy 1. Sakthi Finance Limited Executive, Non-independent
Understanding
Lead- Integrity
Industry Strategic Financial Information applicable laws,
Name of the Director ership and ethical
Knowledge Thinking Expertise Technology rules, regulation
Qualities standards
and policy
Dr M Manickam 3 3 3 3 3 3 3
Sri M Balasubramaniam 3 3 3 3 3 3 3
Sri M Srinivaasan 3 3 3 3 3 3 3
Dr A Selvakumar 3 3 3 3 3 3 3
Sri P S Gopalakrishnan 3 3 3 3 3 3 3
Smt Priya Bhansali 3 3 3 3 3 3 3
Sri K P Ramakrishnan 3 3 3 3 -- 3 3
Dr S Veluswamy 3 3 3 3 3 3 3
The details of remuneration/sitting fee paid to the executive/non-executive directors for the financial year 2019-20 and
the shares held by them are given below.
Name of the Director Salary Commission Perquisites Sitting Fee Total No. of equity
shares held
(` lakh)
Dr M Manickam - - - 1.20 1.20 92,813
Sri M Balasubramaniam 49.79 60.50 3.90 - 114.19 1,92,000
Sri M Srinivaasan - - - 1.00 1.00 2,51,355
Dr A Selvakumar - - - 3.20 3.20 300
Sri P S Gopalakrishnan - - - 1.60 1.60 Nil
Smt Priya Bhansali - - - 2.00 2.00 Nil
Sri K P Ramakrishnan - - - 2.80 2.80 Nil
Dr S Veluswamy 36.05 - 0.34 - 36.39 Nil
Option ISIN Scrip Code Coupon Rate Frequency of Interest Amount Date of Matu-
(%) Payment (` lakhs) rity
I. Secured
I INE302E07177 936674 9.50 Monthly 646.99 15 May 2021
II INE302E07185 936676 NA Cumulative 1,344.40 15 May 2021
III INE302E07193 936678 9.75 Monthly 592.26 15 May 2022
IV INE302E07201 936680 9.75* Annual 268.93 15 May 2022
V INE302E07219 936682 NA Cumulative 800.13 15 May 2022
VI INE302E07227 936684 10.00 Monthly 1,909.01 15 May 2023
VII INE302E07235 936686 10.00* Annual 292.14 15 May 2023
VIII INE302E07243 936688 NA Cumulative 1,541.34 15 May 2023
II. Unsecured
IX INE302E08027 936690 10.25 Monthly 2,084.53 15 June 2024
X INE302E08035 936692 10.25* Annual 106.70 15 June 2024
XI INE302E08043 936694 NA Cumlative 2,183.57 15 June 2024
Total 11,770.00
Option ISIN Scrip Code Coupon Rate Frequency of Interest Amount Date of Maturity
(%) Payment (` lakhs)
I. Secured
I INE302E07250 937171 9.50 Monthly 1,691.11 8th May 2022
II INE302E07268 937173 NA Cumulative 1972.55 8th May 2022
III INE302E07276 937175 9.75 Monthly 811.80 8th August 2023
IV INE302E07284 937177 9.75* Annual 141.50 8th August 2023
V INE302E07292 937179 NA Cumulative 793.53 8th August 2023
VI INE302E07300 937181 10.00 Monthly 1,894.23 8th June 2024
VII INE302E07318 937183 10.00* Annual 248.73 8th June 2024
VIII INE302E07326 937185 NA Cumulative 1,129.16 8th June 2024
II. Unsecured
IX INE302E08050 937187 10.25 Monthly 738.88 8th July 2025
X INE302E08068 937189 10.25* Annual 66.60 8th July 2025
XI INE302E08076 937191 NA Cumulative 798.22 8th July 2025
Total 10,286.31
* The interest will be calculated on quarterly compounding basis and will be paid at the end of the year.
e. The Company’s Stock Code for equity shares is as follows:
Stock Exchange Stock Code
BSE Limited, Mumbai 511066
Share holding No. of share holders % of share holders No. of shares % of share holding
1 - 500 9,016 86.23 13,36,046 2.06
501 - 1,000 747 7.14 5,86,049 0.91
1,001 - 2,000 320 3.06 4,68,467 0.72
2,001 - 3,000 125 1.19 3,19,334 0.49
3,001 - 4,000 52 0.50 1,88,613 0.29
4,001 - 5,000 52 0.50 2,37,389 0.37
5,001 - 10,000 72 0.69 5,09,893 0.79
10,001 and above 72 0.69 6,10,60,091 94.37
Total 10,456 100.00 6,47,05,882 100.00
14. SHAREHOLDING PATTERN AS AT 31ST MARCH 2020
The shareholding pattern as at 31st March 2020 is as under:
I, M Balasubramaniam, Vice Chairman and Managing Director, hereby declare that all the Board Members and Senior
Management Personnel of the Company have affirmed compliance with the Company’s Code of Conduct and Ethics
for the year ended 31st March 2020.
For Sakthi Finance Limited
M BALASUBRAMANIAM
24th August 2020 Vice Chairman and Managing Director
Coimbatore-18 DIN : 00377053
Independent Auditor’s Certificate on Compliance with the Corporate Governance requirements under SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015
To
The Members of Sakthi Finance Limited
Certificate on Corporate Governance
1. We have examined the compliance of conditions of Corporate Governance by Sakthi Finance Limited (‘the Company’) for the
year ended March 31, 2020 as stipulated in Regulations 17 to 27, Clause (b) to (i) of Regulation 46 (2) and paragraphs C, D and
E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (‘Listing Regulations’) pursuant to the Listing Agreement of the Company with Stock exchange.
Management’s Responsibility
2. The compliance with the terms and conditions contained in the Corporate Governance is the responsibility of the
Management of the Company including the preparation and maintenance of all relevant supporting records and documents.
This responsibility includes the design, implementation and maintenance of internal control and procedures to ensure the
compliance with the conditions of the Corporate Governance stipulated in the Listing Regulations.
Auditor’s Responsibility
3. Pursuant to the requirements of the Listing Regulations, it is our responsibility to provide a reasonable assurance whether the
Company has complied with the conditions of Corporate Governance as stipulated in Listing Regulations for the year ended
March 31, 2020.
4. Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance
of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of
the Company.
5. We have carried out an examination of the relevant records of the Company in accordance with the Guidance Note on
Certification of Corporate Governance issued by the Institute of Chartered Accountants of India (‘the ICAI’)and as per the
Guidance Note on Reports or Certificates for special purposes issued by the ICAI which requires that we comply with the
ethical requirements of the Code of Ethics issued by ICAI.
Opinion
6. Based on our examination of the relevant records and according to the information and explanations given to us and the
representations provided by the Management, we certify that the Company has complied with the conditions of Corporate
Governance as stipulated in the SEBI Listing regulations.
7. We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
We wish to state that the management of the Company is responsible to ensure the eligibility of a person for appointment /
continuation as a Director on the Board of the Company. Our responsibility is to express an opinion on these based on our
verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
For S. Krishnamurthy & Co.,
Company Secretaries
R.Sivasubramanian
Partner
Membership No. A22289
24th August 2020 Certificate of Practice No.12052
Coimbatore UDIN : A022289B000608921
Notes:
a. the above table is based on payouts made during the year.
b. Remuneration includes salary, bonus, various allowances, contribution to Provident Fund, Superannuation Fund, Gratuity Fund and taxable value of
perquisites calculated in accordance with the Income Tax Act / Rules.
c. None of the employees mentioned above is related to any director of the Company except Vice Chairman and Managing Director.
d. During the Financial year 2019-20, no employee was in receipt of remuneration in excess of the Managing Director of the Company and held himself or
along with his spouse and dependent children two percent or more of the equity shares of the company.
e. The appointment of Managing Director is contractual in nature.
Page | 59
Independent Auditors’ Report
To the Audit of the Ind AS Financial Statements section
The Members of Sakthi Finance Limited of our report. We are independent of the Company in
Report on the Audit of the Ind AS financial statements accordance with the Code of Ethics issued by the Institute
Opinion of Chartered Accountants of India together with the
ethical requirements that are relevant to our audit of the
1. We have audited the accompanying Ind AS financial
Ind AS financial statements under the provisions of the
statements of Sakthi Finance Limited (“the Company”),
Act and the Rules made thereunder, and we have fulfilled
which comprise the Balance Sheet as at 31st March
our other ethical responsibilities in accordance with
2020, the Statement of Profit and Loss (including Other
these requirements and the Code of Ethics. We believe
Comprehensive Income), the statement of Changes in
that the audit evidence we have obtained is sufficient and
Equity and the Statement of Cash Flows for the year
appropriate to provide a basis for our opinion.
then ended and notes to the Ind AS financial statements,
including a summary of the significant accounting policies Emphasis of Matter
and other explanatory information. 4. We draw attention to Note 2(d) to the accompanying Ind
2. In our opinion and to the best of our information and AS Financial statements, which explains the impact of the
according to the explanations given to us, the aforesaid COVID 19 pandemic and management assessment of the
Ind AS financial statements give the information required probable material impact on Company’s operations and
by the Companies Act, 2013 in the manner so required financial metrics, including the non-fulfillment of the
and give a true and fair view in conformity with the obligations by the customers due to lock-down, extended
Indian Accounting Standards prescribed under section moratorium allowed by Government and other restrictions
133 of the Act, read with Companies (Indian Accounting related to Covid-19 situation.Our opinion is not modified
Standards) Rules, 2015 as amended and other accounting in respect of this matter.
principles generally accepted in India, of the state of Key Audit Matters
affairs of the Company as at 31st March, 2020, and total 5. Key audit matters are those matters that, in our
comprehensive income, changes in equity and its cash professional judgment, were of most significance in our
flows for the year ended on that date. audit of the Ind AS financial statements of the current
Basis for Opinion period. These matters were addressed in the context of
3. We conducted our audit in accordance with the Standards our audit of the Ind AS financial statements as a whole,
on Auditing (SAs) specified under section 143(10) of and in forming our opinion thereon, and we do not provide
the Act. Our responsibilities under those Standards are a separate opinion on these matters.
further described in the Auditor’s Responsibilities for
Information Other than the Ind AS financial statements and 2015. This responsibility also includes maintenance of
Auditor’s Report thereon adequate accounting records in accordance with the
6. The Company’s Board of Directors is responsible for the provisions of the Act for safeguarding of the assets of
other information. The other information comprises the the Company and for preventing and detecting frauds
information included in the Annual Report but does not and other irregularities; selection and application of
include the Ind AS financial statements and our auditor’s appropriate accounting policies; making judgments and
report thereon. estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal
7. The Annual report is expected to be made available to
financial controls, that were operating effectively for
us after the date of this Auditor’s report. Our opinion on
ensuring the accuracy and completeness of the accounting
the Ind AS financial statements does not cover the other
records, relevant to the preparation and presentation of
information and we will not express any form of assurance
the Ind AS financial statements that give a true and fair
conclusion thereon.
view and are free from material misstatement, whether
8. In connection with our audit of the Ind AS financial due to fraud or error.
statements, our responsibility is to read the other
10. In preparing the Ind AS financial statements, the Board
information identified above when it becomes available
of Directors is responsible for assessing the Company’s
and in doing so, consider whether the other information
ability to continue as a going concern, disclosing,
is materially inconsistent with the Ind AS financial
as applicable, matters related to going concern and using
statements or our knowledge obtained in the audit,
or otherwise appears to be materially misstated. the going concern basis of accounting unless the Board
of Directors either intends to liquidate the Company or
Responsibilities of Management and Those Charged with to cease operations, or has no realistic alternative but to
Governance for the Ind AS financial statements do so. Those Board of Directors are also responsible for
9. The Company’s Board of Directors is responsible for the overseeing the Company’s financial reporting process.
matters stated in Section 134(5) of the Act with respect to
Auditor’s Responsibilities for the Audit of the Ind AS financial
the preparation of these Ind AS financial statements that
statements
give a true and fair view of the financial position, financial
performance (including other comprehensive income), 11. Our objectives are to obtain reasonable assurance about
changes in equity and cash flows of the Company in whether the Ind AS financial statements as a whole are
accordance with the accounting principles generally free from material misstatement, whether due to fraud
accepted in India, including the Indian Accounting or error and to issue an auditor’s report that includes
Standards specified under Section 133 of the Act, our opinion. Reasonable assurance is a high level of
read with Companies (Indian Accountant Standards) Rules, assurance but is not a guarantee that an audit conducted
The Annexure- ‘A’ referred to in our Independent Auditors’ c) There are no amounts of such loans overdue for more
report to the members of the company on the Ind AS financial than ninety days.
statements for the year ended 31st March 2020, we report iv. In our opinion and according to the information and the
that: explanations given to us, the company has not given/
i. a) The Company has maintained proper records showing provided any loans, guarantee and securities to parties
full particulars, including quantitative details and covered in section 185 of the Act. The Company has
situation of fixed assets. complied with provisions of section 186 of the Act to the
b) These fixed assets have been physically verified by extent applicable.
the management at reasonable intervals. No material v. The company has accepted deposits from the public.
discrepancies were noticed on such verification. The directives issued by the Reserve Bank of India (RBI)
c)
According to the information and explanations and provisions of Section 73 to 76 or any other relevant
given to us, the title deeds of immovable properties, provisions of the Act and the rules framed thereunder,
as disclosed in Notes to the Ind AS financial statements, wherever applicable, have been complied with. No order
are held in the name of the company. In respect of has been passed by National Company Law Tribunal or
immovable properties taken on lease and disclosed Reserve Bank of India or any Court or any other Tribunal.
as right-of-use-assets in the financial statements, vi. The Central Government has not specified the maintenance
the lease agreements are in the name of the company. of Cost Records under sub-section (1) of Section 148 of
ii. The company does not hold any inventory. Therefore, the the Act for the activities of the company.
provisions of Clause 3(ii) of the Order are not applicable vii. a) The company is regular in depositing undisputed
to the company. statutory dues, including provident fund, employees’
iii. The Company has granted unsecured loans to a party state insurance, income-tax, goods and service tax,
covered in the register maintained under section 189 of cess and any other applicable material statutory dues
the Act. In our opinion and according to the information with the appropriate authorities. There are no such
and explanations given to us, statutory dues as at the last day of the financial year,
remaining in arrears for a period of more than six
a) The terms and conditions of the grant of such loans are
months from the date they became payable.
not prejudicial to the Company’s interest.
b) According to the information and explanations given to
b) The schedule of repayment of principal and payment
us, the following disputed statutory dues aggregating
of interest has been stipulated for the loans granted
to ` 1338.12 Lakhs that have not been deposited
and the repayment/receipts are regular.
on account of matters pending before appropriate
authorities:
Name of the Statute Nature of Dues Amount Period to which the Forum where the
(` in Lakhs) amount relates dispute is pending
Income Tax Act, 1961 Income Tax 9.83 AY 2012-13 Assessing Officer
Finance Act, 1994 Service Tax 1,328.29 Oct 2009 to Sept High Court of Madras
2014
Total 1,338.12
ASSETS
Financial Assets
Cash and cash equivalents 3 1,112.79 3,359.77 3,764.70
Bank Balances other than cash and cash equivalents 4 469.39 695.04 1,386.66
Receivables
(i) Trade Receivables 5 237.36 114.81 96.25
(ii) Other Receivables 8.69 6.72 8.54
1,07,046.18
Loans 6 92,654.12 89,471.14
2,659.80
Investments 7 2,783.09 2,558.42
Other Financial assets 8 2,044.27 1,743.13 1,767.27
Non-Financial Assets
Current tax assets (net) 36.80 50.06 –
Investment Property 9 284.41 289.01 293.61
Property, Plant and Equipment 10 (a) 6,316.65 6,474.52 6,527.16
Right of use assets 1,331.08 1,430.93 1,519.28
Intangible assets under development 10 (b) 15.07 – 68.20
Other Intangible assets 10 (c) 114.95 190.33 157.51
Other non-financial assets 11 323.78 270.45 157.45
Total Assets
1,22,001.22 1,10,061.98 1,07,776.19
Non-Financial Liabilities
Current tax liabilities (net) – – 56.95
121.73
Provisions 18 104.19 174.04
Deferred tax liabilities (net) 19 215.71 376.25 539.26
Other non-financial liabilities 20 91.89 105.29 90.29
EQUITY
Equity Share Capital 21 6,470.59 5,000.00 5,000.00
Other Equity* 22 12,176.94 11,037.47 10,713.84
Total Liabilities and Equity
1,22,001.22 1,10,061.98 1,07,776.19
The accompanying Notes form an integral 1-53
part of the financial statements
*Refer Statement of Changes in Other Equity for details
As per our report attached
For P.K.Nagarajan & Co For and on behalf of the Board
Chartered Accountants
Firm Regn. No.: 016676S
M. BALASUBRAMANIAM M. Manickam
P.K.Nagarajan Vice Chairman and Managing Director Chairman
Partner DIN : 00377053 DIN : 00102233
Membership No.025679
UDIN : 20025679AAAABG1707
S. Venkatesh S. Veluswamy
Place : Coimbatore Company Secretary Director (Finance & Operations)
Date : 30th July 2020 Membership No. FCS 7012 DIN : 05314999
Page | 70
Date : 30th July 2020
Sakthi Finance Limited
CASH FLOW STATEMENT for the year ended 31st March 2020 (` Lakhs)
Particulars For the year For the year
ended 31st March 2020 ended 31st March 2019
A. Cash flow from Operating activitIes
Profit before tax 1,401.03 1,379.31
Adjustment to reconcile profit before tax to net cash flows
Non-cash expenses
Depreciation and amortisation 465.61 438.72
Impairment on Loan Assets 545.14 337.13
Bad debts and write-offs 170.29 264.64
Remeasurement gain/(loss) on defined benefit plans 22.82 (6.07)
Impairment on investments 2.80 2.70
Impairment on Trade receivables 11.21 34.25
Amortization of fees and Commission on financial liability 174.10 143.60
Income/expenses considered separately
Income from investing activities (253.59) (300.27)
Net gain/loss on derecognition of property, plant and equipment 1.50 (1.47)
Finance costs 10,109.40 10,026.54
Operating profit before working capital changes 12,650.31 12,319.08
Movements in Working Capital:
Decrease / (increase) in loans (15,107.49) (3,784.75)
Decrease / (increase) in Trade receivables (135.73) (50.99)
Decrease / (increase) in other financial assets (301.14) 24.14
Decrease / (increase) in other non-financial assets (94.37) (14.34)
Increase / (decrease) in Trade Payables (17.93) 67.67
Increase / (decrease) in Other Payables (149.06) 110.97
Increase / (decrease) in other financial liabilities 39.06 135.80
Increase / (decrease) in Lease liabilities 18.31 43.76
Increase / (decrease) in other non-financial liabilities (13.40) 15.00
Increase / (decrease) in Provisions 17.55 (69.85)
Cash used in operations (15,744.20) (3,522.59)
Income taxes paid (net of refunds) (436.35) (690.31)
Interest received on Bank deposits 21.19 81.22
Finance costs paid (10,070.99) (9,986.93)
Net Cash flows from / (used in) Operating Activities (A) (13,580.04) (1,799.53)
B. Cash flow from investing activities
Purchase of property, plant and equipment and intangible assets (100.39) (211.45)
Purchase of investments at amortised cost (51.88) (389.91)
Proceeds from sale of investments at amortised cost 150.00 136.00
Proceeds from sale of property, plant and equipment and intangible assets 0.90 2.55
Interest income received from investment at amortised cost 232.40 219.05
Increase in earmarked balances with banks 225.65 691.62
Net cash flows from / (used in) Investing Activities (B) 456.68 447.86
b) At Fair Value Through Other Comprehensive For an asset to be classified and measured at
Income (“FVTOCI”) amortised cost, its contractual terms should give rise
to cash flows that meet SPPI test. For that purpose:
c) At Fair Value Through Profit and Loss (“FVTPL”)
‘Principal’ for the purpose of this test is defined
The Company classifies financial liabilities at as the fair value of the financial asset at initial
amortised cost unless it has designated liabilities at recognition and may change over the life of the
fair value through profit and loss. financial asset.
De-recognition of Financial Assets and Financial l The Company has used hindsight in determining the
lease term if the contract contains options to extend
Liabilities
or terminate the lease.
The Company has applied the requirements of
Designation of Previously Recognised Financial
de-recognition of financial assets and financial
Instruments
liabilities as per Ind AS 109 prospectively from the
date of transition to Ind AS. The Company had designated the investment in equity
instruments at FVTOCI in accordance with requirements
Classification and measurement of Financial Assets of Ind AS 109 on the basis of facts and circumstances
The Company has classified the financial assets in that exists at the date of transition to Ind AS.
accordance with Ind AS 109 on the basis of facts and Uncertainty over income tax treatments
circumstances exist at the date of transition to Ind AS.
The Company has elected not to reflect the application
Impairment of Financial Asset of requirements of Uncertainty over Income Tax
The Company has applied the impairment Treatments to Ind AS 12 in comparative information in
requirements of Ind As 109 retrospectively, however, the Ind AS Financial Statements.
Carrying Value of Assets Pledged Against borrowings / Debt Securities as at 31st March 2020 (Refer Note 13 & 14)
As at 1st April 2018 427.29 1,515.86 - 1,615.39 - - - 3,558.54
As at 31st March 2019 427.29 1,478.19 - 1,510.82 - - - 3,416.30
As at 31st March 2020 427.29 1,428.80 - 1,406.25 - - - 3,262.34
Page | 85
Notes forming an integral part of the financial statements for the Year ended
31st March 2020
10 (b) Intangible Assets under development (` Lakhs)
Particulars Amount
Deemed Cost as at 1st April 2018 68.20
Additions –
Deductions 68.20
Carrying Amount as at 31st March 2019 –
Additions 15.07
Deductions –
Carrying Amount as at 31st March 2020 15.07
From the Balance Sheet date As at 31st March 2020 As at 31st March 2019 As at 1st April 2018
As at As at As at
Particulars 31st March 31st March 1st April
2020 2019 2018
16. SUB-ORDINATED LIABILITIES (Unsecured)
At amortized cost
Non-Convertible Debentures - Unsecured 4,577.35 - -
Redeemable Cumulative Preference Shares (RCPS) 1,630.10 1,656.11 1,129.12
Sub-Ordinated Debts 23,008.68 24,169.85 20,755.00
Total 29,216.13 25,825.96 21,884.12
Sub-Ordinated Liabilities in India 29,216.13 25,825.96 21,884.12
Sub-Ordinated Liabilities outside India - - -
Total 29,216.13 25,825.96 21,884.12
Note: There is no Sub-Ordinated liabilities measured at FVTPL or designated at FVTPL
Terms/rights attached to RCPS
The RCPS do not have voting rights other than matters which directly affect them. In the event of any due and payable
dividends remain unpaid for aggregate period of at least two years prior to the start of any general meeting of the equity
shareholders, RCPS holders shall have voting rights in line with their voting rights of the equity shareholders. The RCPS will
be redeemed at the end of three years from the date of allotment and the payment of dividend would be in accordance with
the terms agreed at the time of issuance of RCPS.
On winding up or repayment of capital, RCPS holders enjoy preferential rights vis a vis equity shareholders, for repayment of
capital paid-up and shall include any unpaid dividends.
For the year ended 31 March 2020, the Company declared and paid an interim dividend of ` 129.65 lakhs after deduction
of TDS of ` 5.35 lakhs) on RCPS of ` 100 each fully paid (31 March 2019 : ` 166.02 lakh).
Long-Term Provisions
Loans 52,429.41 54,616.77 1,07,046.18 48,762.22 43,891.90 92,654.12 43,621.69 45,849.45 89,471.14
Page | 103
(` Lakhs)
As at As at
Less than 12 More than Less than 12 More than Less than 12 More than As at
PARTICULARS 31st March 31st March
momths 12 months momths 12 months momths 12 months 1st April 2018
2020 2019
LIABILITIES AND EQUITY
Liabilities
Financial Liabilities
Payables
(I) Trade Payable
(i) Total outstanding dues of micro 6.87 - 6.87 0.33 - 0.33 - - -
enterprises and small enterprises
(ii) Total outstanding dues of creditors 160.76 - 160.76 185.23 - 185.23 117.89 - 117.89
other than micro enterprises and small
enterprises
(II) Other Payables
(i) Total outstanding dues of micro - - - - - - - - -
enterprises and small enterprises
(ii) Total outstanding dues of creditors 101.99 - 101.99 251.05 - 251.05 140.08 - 140.08
Page | 104
Notes forming an integral part of the financial statements for the Year ended
31st March 2020
39. DISCLOSURE PURSUANT TO IND AS “7” - Change in Liabilities arising from Financing Activities (` Lakhs)
Particulars 1st April 2018 Cash Flows Others 31st March 2019
Debt Securities 30,952.98 (4,666.98) 22.25 26,308.25
Deposits 17,029.53 1,236.18 82.36 18,348.07
Borrowings Other than Debt securities 19,481.34 1,311.86 - 20,793.20
Sub-Ordinated Liabilities 21,884.12 3,902.86 38.98 25,825.96
Lease Liability 493.19 (135.73) 130.75 488.21
Total 89,841.16 1,648.19 274.34 91,763.69
Particulars 31st March 2019 Cash Flows Others 31st March 2020
Debt Securities 26,308.25 5,101.54 43.53 31,453.32
Deposits 18,348.07 614.48 83.83 19,046.38
Borrowings Other than Debt securities 20,793.20 425.00 - 21,218.20
Sub-Ordinated Liabilities 25,825.96 3,343.43 46.74 29,216.13
Lease Liability 488.21 (146.75) 101.71 443.17
Total 91,763.69 9,337.70 275.81 1,01,377.20
Relatives
Related parties Key
of Key As at As at
where significant Manag- As at
Sl Manage- 31st 31st
Nature of Transactions influence is ment 1st April
No. ment March March
exercised where Person- 2018
Person- 2020 2019
controls exist nel
nel
3 Assets
Loans and advances given
ABT Industries Ltd. 899.00 - - 899.00 - -
Loans and advances repaid
ABT Industries Ltd. (400.00) - - (400.00) - -
4 Liabilities:
Subscription in NCDs:
Sri Chamundeswari Sugars Limited - - - - - 221.94
Smt.Vinodhini Balasubramaniam - - 70.00 70.00 - 40.00
Smt.Samyuktha Vanavarayar - - 75.00 75.00 50.00 50.00
Ms.Shruthi Balasubramaniam - - 63.00 63.00 20.23 20.23
Bhavani Gopal - - 50.00 50.00 56.00 6.00
Lalitha Ramakrishnan - - 24.00 24.00 21.00 21.00
M. Harihara Sudhan - - 2.00 2.00 2.00 -
Investments in Deposits
Bhavani Gopal - - 20.00 20.00 20.00 20.00
Amrith Vishnu Balasubramaniam - - 8.83 8.83 8.83 8.83
M. Harihara Sudhan - - 6.64 6.64 1.10 -
Subscription in SD Bonds:
Smt.Vinodhini Balasubramaniam - - 10.00 10.00 10.00 -
Ms.Shruthi Balasubramaniam - - 10.00 10.00 10.00 -
Liabilities for Expenses Payable:
Sakthi Sugars Ltd. 0.21 - - 0.21 0.10 0.10
N. Mahalingam And Co. 0.00 - - 0.00 2.07 0.19
Nachimuthu Industrial Association 6.87 - - 6.87 0.33 -
The following table provides an overview of the Expected Credit Loss, stagewise :
Particulars 31.03.2020 31.03.2019
Page | 115
Notes forming an integral part of the financial statements for the Year ended
31st March 2020
Geographical break-up of portfolio ( Net SOH ) (` Lakhs)
Particulars FY2020 FY2019 FY2018
Tamil Nadu & Puducherry 85,435 72,605 66,035
Kerala 18,176 16,560 19,463
Karnataka 3,084 2,764 2,956
Andhra 1,669 1,668 1,811
Total 1,08,364 93,597 90,265
The contracted cashflow arising out of the financial liabilities and financial assets as at 01.04.2018 is furnished hereunder :
Over 3 Over 6 Over 1 year Over 3 years
Up to 3
Particulars months & up months & up & up to 3 & up to 5 Over 5 years Total
months
to 6 months to 1 year years years
Financial Liabilities
Deposits 1,946.87 3,511.13 2,440.32 9,450.15 – – 17,348.46
Borrowings 6,765.54 2,577.22 19,987.58 30,915.01 12,358.34 – 72,603.69
Foreign Currency Assets – – – – – – –
Foreign Currency Liabilities – – – – – – –
Total 8,712.41 6,088.35 22,427.90 40,365.16 12,358.34 – 89,952.16
Financial Assets
Cash and cash equivlants 839.68 – – – – – 839.68
Bank balances 3,869.92 210.09 231.67 – – – 4,311.68
Loans 11,748.88 11,022.99 20,849.82 40,095.93 5,025.37 728.15 89,471.14
Investments – – 136.31 147.45 522.82 1,751.84 2,558.42
Other financial assets 666.61 234.78 376.62 369.00 – 382.50 2,029.51
Total 17,125.09 11,467.86 21,594.43 40,612.38 5,548.19 2,862.49 99,210.43
50.3 Disclosures as required under guidelines on liquidity risk management frame work for NBFCs issued by RBI by notification
no. RBI/2019-20/88 DOR.NBFC (PD) CC.No.102/03.10.001/2019-20 dated 4th November 2019.
Public disclosure on Liqidity Risk:
i. Funding concentration based on significant counterparty (both deposits and Borrowings):
Sl No. Type of Instruments No. of Significant Amount % of total % of total
counter parties ` lakhs deposits liabilities
1 Borrowings 6 16,749 90.62 16.21
ii.Top 20 Large Deposits ( amount ` in Lakhs) and % of Total Deposits
Sl No. Descriptions Amount % of total
` lakhs deposits
1 Total for Top 20 Large Deposits 586.56 3.17%
iii.Top 10 Borrowings ( amount ` in Lakhs) and % of Total Borrowings
Sl No. Descriptions Amount % of total
` lakhs Borrowings
1 Total for Top 10 Borrowings 19,985 20.67%
I agree to avail the NEFT introduced by RBI with respect to payment of dividend to me.
I hereby declare that the particulars given above are correct and complete. If the transaction is delayed or not effected at all
for reasons beyond the control of the Company, I would not hold Sakthi Finance Limited responsible.
Folio No.
Place :
Date : (Signature of Sole / First Shareholder)