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Updated:03 Jun, 2020, 15:57 PM IST

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Updated:03 Jun, 2020, 16:01 PM IST

DIRECTORS' REPORT

Dear Shareholders,

Your Directors have pleasure in presenting the 18th Annual Report of the Company together with the audited financial statements for the year ended 31st March, 2015. The consolidated financial statement of the company is presented as part of this Annual Report.

2. DIVIDEND

Based on Company's performance, your Directors are pleased to recommend for approval of the shareholders a dividend of 20% for Equity Shares of face value of Rs. 10 each (Rs. 2/– per share) of the Company for the FY 2014­15 which is payable on obtaining the approval of the shareholders of the Company in the 18th Annual General Meeting.

The Company has during the year paid interim dividend of Rs. 4/– per equity share (40% of face value). The total dividend declared for FY 2014–15 is Rs. 6 per equity share (60% of face value).

The dividend payout amount including the dividend distribution tax will be Rs. 284 crores representing 42% of profit after tax for the year.

The list of unpaid dividend is available on the Company's website www.muthootfinance.com <http://www.muthootfinance.com>. Shareholders are requested to check the said list and if any dividend due to them is remaining unpaid in the said list, then shareholders can approach the company for release of unpaid dividend.

3. TRANSFER TO RESERVES

Your Board has transferred an amount of Rs. 134 crores to the Statutory Reserve maintained under Section 45IC of the RBI Act, 1934. An amount of Rs. 366 crores has been transferred to Debenture Redemption Reserve. Post transfer of profits to reserves and distribution of dividend, your Board proposes to retain Rs. 874 crores in the Profit and Loss Account.

4. ECONOMIC SCENARIO

Global economic recovery remained tepid and divergent across economies, with most emerging market economies experiencing slowdown. While advanced economies remain susceptible to the risk of deflation, inflationary pressures subsided in key emerging market economies giving leeway for easing monetary policy. Global commodity prices continue to decline. Financial markets were buoyant but volatile in pricing in policy developments in major economies.

The global economic activity appears to be stabilising, but with markedly divergent growth profiles between advanced and emerging economies, and between commodity exporters and importers. The collapse of international commodity prices, especially of crude oil, seems to have reallocated demand across economies. Monetary policy stances across countries have been easing, including unconventionally, and market expectations on the timing of the US monetary policy normalisation have been pushed back. In response, there have been large movements in exchange rates and other asset prices. Reflecting risk appetite and search for yield, long–term yields have fallen to record lows amidst heightened volatility in financial markets. For commodity exporters, however, risk spreads have widened and currency depreciations have been sizable. Thus, even though financial conditions are easy and are being reflected in financial asset prices, the outlook for global growth remains moderate, held back by still–weak demand.

According to Economic Survey 2014–15 released by Department Of Economic Affairs, Government Of India, changing fortunes of India have been nothing short of dramatically positive. Inflation has declined by over 6 percentage points since late 2013, and the current account deficit has shrivelled from a peak of 6.7 percent of GDP (in Q3, 2012–13) to an estimated 1.0 percent in the fiscal year 2015–16. Foreign portfolio flows (of US$ 38.4 billion since April 2014) have stabilized the rupee, exerting downward pressure on long–term interest rates, reflected in the yield on 10–year government securities, and contributed to the surge in equity prices (31 percent since April in rupee terms, and even more in US dollars, ranking it the highest amongst emerging markets). In a nearly 12–quarter phase of deceleration, economic growth averaged 6.7 percent but since 2013–14 has been growing at 7.2 percent on average. As a result of these improvements, India's macroeconomic position now compares favourably with other countries. In 2012, India was the most vulnerable country as measured by Macro–Vulnerability Index (MVI) value of 22.4, comprising an inflation rate of 10.2 percent, a budget deficit of 7.5 percent and a current account deficit of 4.7 percent of GDP, well above that in the other countries. Today, India's fortunes have improved dramatically and India demonstrated the greatest improvement in the MVI while many others maintained the status quo or showed only a marginal improvement or deteriorated dramatically. India ranks amongst the most attractive investment destinations, well above other countries. It ranks well above the mean for its investment grade category, and also above the mean for the investment category above it (on the basis of the new growth estimates). Amongst BRICS (and other comparable countries) only China scores above India. The reality and prospect of high and rising growth, combined with macro economic stability, is the promise of India going forward.

5. COMPANY'S PERFORMANCE

Consequent to relaxation by Reserve Bank India (RBI) of LTV cap of 60% to 75% in January 2014, Company saw growth in retail loan portfolio, after continuous decline for 5 quarters, in second quarter of FY 2014–15. Thereafter, loan portfolio increased in the third and fourth quarter Thus, Company's retail loan portfolio increased by Rs. 1,547 crores for FY 2014–15, a net growth of 7%, to Rs. 23,408 crores. During the year 38 branches were merged with nearby branches on account of lower volume of business vis–a–vis the merged branch and 13 branches were newly opened, thus ending the year with a branch network of 4245. Total income declined by 13% to Rs. 4,325 crores. Profit Before Tax declined by 14% to Rs. 1,028 crores and Profit After Tax by 14% to Rs. 671 crores. The Return on Average Retail Loans declined to 3.03% as compared to 3.22% in FY 2013–14. The cost of funds declined to 9.52% compared to 10.84% in fiscal 2013–14. Interest yield declined to 19.31% as compared to 20.27% in FY 2013–14. On account of the above, the Net Interest Margin improved to 9.79% as against 9.42% in FY 2013–14. The Company remitted to exchequer Rs. 394 crores as taxes.

6. RESOURCE MOBILIZATION

(a) Non Convertible Debentures:

On account of changes in regulation with regard to raising money through private placement of non–convertible debentures by RBI in July 2013 and under Companies Act, 2013 from April 2014, Company's ability to raise resources through private placement got restricted. Company is, hence, focusing on ensuring that upon maturity of existing privately placed debentures, holders subscribe to debentures issued through Public Issue route.

Your Company successfully completed 8th, 9th, 10th and 11th Issue of Non–Convertible Debentures through Public Issue during FY 2014–15 raising Rs. 1,462 crores.

Your Company is thankful to all investors who have subscribed the debentures through Public Issue and shown their trust towards your Company.

Subordinated Debts represents long term source of funds for the Company and the amount outstanding as on 31st March, 2015 was Rs. 2,654 Crores. It qualifies as Tier II capital under the Non–Banking Financial (Non–Deposit Accepting or Holding) Companies Prudential Norms (Reserve Bank

 (b) Bank Finance :

Commercial Banks continued their support to the Company during Financial Year. As of 31st March, 2015, borrowings from banks were Rs. 7,242 crores as against Rs. 5,803 crores in the previous year

7. EQUITY SHARE ISSUANCES

(a) Institutional Placement Programme

On April 29, 2014, your Company issued and allotted 25,351,062 Equity Shares at a price of Rs. 165 per Equity Share, amounting to an aggregate of Rs. 4,18.29 crores pursuant to an Institutional  Placement Programme under Chapter VIII – A of the SEBI 1CDR Regulations which opened and  closed on 25th April, 2014.

By 1nstitutional Placement Programme, your company has achieved minimum public shareholding of 25% as required under Securities Contract Regulations Act, 1956.

(b) Employee Stock Option

During the year, ESOP Committee of Board has allotted 902,589 equity shares of face value of Rs. 10 each under Muthoot ESOP 2013 pursuant to exercise of 654,141 options of Rs. 10 each for Loyalty Options and 248,448 options of Rs. 50/– each for Growth Options by Employees of the Company.

During the Financial Year, ESOP Committee of  Board has granted 6,100 options of Rs. 10 each as  Loyalty Options and 1,161,900 options of  Rs. 50/– each as Growth Options to employees of the Company.

The Details of ESOP is annexed as Annexure 1A & 1B to this report.

9. INTERNAL AUDIT AND FINANCIAL  CONTROL

The Company has a well placed, proper, adequate and documented internal control system commensurate with the size and nature of its business. The primary objective of the internal control system is to ensure that all its assets are safeguarded and protected and prevent any revenue leakage and losses to the Company. Such controls also enable reliable financial reporting.

The Company has an Audit and 1nspection Department which conducts regular internal audits to examine the adequacy and compliance with policies, plans and statutory requirements. The Department through a team of 931 personnel ensures quality of the assets pledged and adherence to various risk management practices at all the operating units. The audit functions are decentralised to match the requirements of exercising proper control over nationwide network of the Company. This has been made possible by setting up a network of Regional

Audit Offices who exercise ground level control over operating units through frequent branch visits and offsite monitoring. The field level Auditors shares their findings with Regional audit offices which is their first level of contact, under Corporate Office at Kochi.

The 1nternal Audit Team directly reports to the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company's internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company's risk management policies and systems.

The Audit Committee oversees the functioning of the audit team and reviews the effectiveness of internal control at all levels apart from laying down constructive suggestions for improving the audit function in the Company. The present reporting structure ensures independence of the internal audit function and embodies best corporate governance practices.

10. HUMAN RESOURCES

The Company has always considered its employees as its most important asset base and all measures introduced by the Company is aimed at providing employee satisfaction, enabling them to deliver better results year over year.

The Company during the year focused on rewarding employees for their loyalty through introduction of Employee Stock Option Plan. The Company has since allotted 902,589 shares to eligible employees under ESOPs.

The Company also took initiative towards introducing a transparent and progressive performance culture through development of Performance Score Cards.

One of the other major focus areas was in Training and development with introduction of e–learning modules with a view to impart knowledge in relevant areas of business management. As of 31st March, 2015, the company had 22,882 employees in its rolls at various organizational levels. The company has invested in terms of money and time in training its people assets by 154,962 training man–days, which shows your company's commitment towards its human resources. Two premier training establishments –Muthoot Management Academy functioning at Kochi and New Delhi are taking care of the specialised training needs of our supervisory staff members. 1n addition, Regional Learning Centres attached to Regional Offices spread across the country undertake all the training programmes meant for branch staffs.

Apart from the statutory welfare measures like ES1, PF, Maternity Benefits, many other staff welfare benefits are provided to employees by the Company in the form of indirect compensation in order to motivate employees to perform better. 10,512 employees (outside the purview of ES1) are covered under a Group Mediclaim 1nsurance Policy which is of immense benefit to employees and their families for their hospitalisation needs. Company has also developed and provided schemes like Marriage Presentation, First Time Parent Presentation and Children's Educational Award, Onetime Compassionate Payment Scheme and a Personal Accident Compensation Scheme extended to the next of kin of employees who died while in harness.

11. PUBLIC DEPOSITS

The Company is a Systemically 1mportant Non–Deposit Taking NBFC and hence has not accepted any public deposits.

12. CAPITAL ADEQUACY

Your Company's Capital Adequacy Ratio as of 31st March, 2015 stood at 24.78% of the aggregate risk weighted assets on balance sheet and risk adjusted value of the off–balance sheet items, which is well above the regulatory minimum of 15%. Out of the above, Tier 1 capital ratio  stood at 19.96%.

13. RBI GUIDELINES

Your Company has complied with all the applicable regulations prescribed by the Reserve Bank of 1ndia from time to time. Please refer note 42 of Notes on Accounts in Financial Statements for additional disclosure required under RB1 Guidelines relating to auction of Gold Jewellery, accepted as collateral for loans extended, during FY 2014–15.

14. INFORMATION ABOUT THE FINANCIAL PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES

Asia Asset Finance PLC, (AAF), a company listed in Colombo Stock Exchange, has become a subsidiary of your Company on 31st December, 2014, pursuant to acquisition of shares by the Company . Total consideration paid for the acquisition was Rs. 33.81 crores including  expenses incurred in connection with the acquisition. Your Company holds in aggregate 42.80 crores shares of AAF, representing 51% of its total equity share capital. AAF is a registered Financial Company with Central Bank of Sri Lanka and is mainly engaged in Vehicle Finance and Hire Purchase Activities. AAF has operations across Sri Lanka with 11 branches. 1ts major financial parameters for  FY 2014–15 are as follows:

The profit of the subsidiary has doubled in FY 2014–15 in comparison to previous year and Board is hopeful that AAF will now be able to reduce its borrowing cost on account of improvement in its credit status by virtue of becoming part of our group and thus improve profitability in the coming years. 1ts loan portfolio will be further diversified on introduction of gold loan business.

The statement containing the salient feature of the financial statement of company's subsidiary is attached as Annexure – A to Standalone Financial Statements of the Company as required under Rule 5 of The Companies  (Accounts) Rules, 2014.

There are no other Companies which have become or ceased to be Subsidiaries/ Associates/ Joint Ventures of the Company.

15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Pursuant to Section 186(11)(a) of the Companies Act, 2013 (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 Non– Banking Financial Company (NBFC) registered with Reserve Bank of 1ndia are exempt from the applicability of provisions of Section 186 of the Act. As such the particulars of loans and guarantee have not been disclosed in this Report. The details of the Current 1nvestments and Non– Current 1nvestments of the Company are furnished under Note 13 & 10 respectively forming part of the Financial Statements for the year ended 31st March, 2015.

16. EXTRACT OF ANNUAL RETURN

Extract of Annual Return as required under Companies Act, 2013 is annexed as Annexure 2.

17. CONSOLIDATED FINANCIAL  STATEMENTS

The audited consolidated financial statements of the Company along with its subsidiary prepared in accordance with the Generally Accepted Accounting Principles in 1ndia (1ndian GAAP) to comply with the Accounting Standards specified under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014 and the relevant provisions of the Companies Act, 2013 ("the 2013 Act")/ Companies Act, 1956 ("the 1956 Act"), as applicable is provided in the Annual Report.

18. RISK MANAGEMENT POLICY

Your Company has a Board approved 1ntegrated Risk Management Policy which has laid down framework for identifying, assessing, measuring various elements of risk involved in the business and formulation of procedures and systems for mitigating such risks. Risk Management Committee of the Board has overall responsibility for overseeing the risk management activities of the Company approving measurement methodologies and appropriate risk management procedures across the organization. Risk Management Department periodically places its report on risk management to the Risk and Audit Committees of the Board.

19. CORPORATE SOCIAL RESPONSIBILITY

Your Board has constituted a Corporate Social Responsibility committee in accordance with requirement of Section 135 of Companies Act, 2013. Details of CSR committee is available in the report on Corporate Governance. CSR Committee has formulated and recommended a CSR policy which has been approved by the Board. The Company's CSR policy is committed towards CSR activities as envisaged in Schedule V11 of the Companies Act, 2013. The Details of CSR policy of the Company are available on the website of the Company at www.muthootfinance.com/policy/CSR_MFin_Policy.pdf The Annual Report on CSR activities as required under Companies (CSR Policy) Rules 2014 is attached to this report as Annexure 3.

20. PARTICULARS OF CONTRACTS OR  ARRANGEMENTS MADE WITH RELATED PARTIES

All transactions or arrangements with related parties referred to in Section 188 (1) of the Act, entered into  during the year were on arm's length basis or were in ordinary course of business or with approval of the Audit Committee. The Board has formulated a policy on related party transactions, which is displayed on the web site of the Company at www.muthootfinance.com/ policy/related_party_transaction_policy.pdf . During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Further, there were no material related party transactions which required approval of shareholders as required under clause 49 of equity Listing Agreement.

The details of related party and transactions with the related parties as required under clause 32(b) of the listing agreement appear on the note 35 of the Notes to Accounts

22. VIGIL MECHANISM

Your Company believes in the conduct of its affairs as well as with its various constituents in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour. To achieve the above and as part of Vigil Mechanism, your company has formulated a Whistle Blower Policy in compliance with Companies Act, 2013 and Equity Listing Agreement. There is graded reporting structure under the Policy and also provides provision for direct access to Chairman of Audit Committee. The whistle blower policy is available at website of the company at www.muthootfinance.compolicy/Whistle_Blower_v3_2015.pdf .

23. LISTING

Equity Shares of your Company is listed in NSE 1ndia Ltd and BSE Ltd. Your company has paid required listing fees to Stock Exchanges.

24. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

As per the requirements of the Companies Act, 2013, all the existing 1ndependent Directors were appointed by members of the Company in 17th Annual General Meeting for a term of two years. During this period of 2 years, they shall not be liable to retire by rotation. Further, Managing Director and Whole Time Directors whose previous term were expiring on 31st March, 2015, were reappointed in 17th Annual General Meeting for period of 5 years from 1st April, 2015.

During the year, Company appointed Mr. Alexander M George and Ms Pamela Anna Mathew as Additional Directors in the Board and they hold the office till the date of the 18th Annual General Meeting. A notice has been received from members proposing their candidature for reappointment.

Mr. George Thomas Muthoot and Mr. George Jacob Muthoot, Directors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

25. MEETING OF THE BOARD

During the Financial Year, your Board of Directors met six times :– on 26–05–2014, 13–06–2014, 11–08–2014, 30­09–2014, 05–11–2014 and 22–01–2015.

26. DECLARATION FROM INDEPENDENT DIRECTORS

The 1ndependent Directors have submitted disclosure that they meet the criteria of independence as provided  under Sec. 149(6) of Companies Act, 2013 and Listing Agreement. A statement by Managing Director confirming receipt of this declaration from 1ndependent Directors is annexed to this report as Annexure 4.

27. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND PERFORMANCE EVALUATION OF BOARD, COMMITTEES AND DIRECTORS a) Policy on Appointment and Remuneration Of Directors

Your Board, on recommendation of Nomination and Remuneration Committee, has formulated a policy for selection, appointment and remuneration of the directors, senior management personnel as required under Section 178(3) of Companies Act, 2013. Details of the said Policy is annexed to this report as Annexure 5. The Nomination and Remuneration Committee comprises of the following directors:

Terms of reference of the Nomination and Remuneration Committee include the following:

• 1dentifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with Criteria as laid down and recommend to Board their appointment and removal.

• Review and carry out every Director's performance, the structure, size and composition including skills, knowledge and experience required of the Board compared to its current position and make recommendations to the Board with regard to any changes;

• Determine and agree with the Board the framework for broad policy for criteria for determining qualifications, positive attitudes and independence of a director and recommend to the Board a policy, relating to remuneration for the Directors, Key Managerial Personnel and other employees.

• Review the on–going appropriateness and relevance of the remuneration policy.

• Ensure that all provisions regarding disclosure of remuneration and Remuneration Policy as required under the Companies Act, 2013 or such other acts, rules, regulations or guidelines are complied with.

b) Performance evaluation of Board, Committees and Directors

The Board carried out annual evaluation of its own performance, its Committees and individual Directors based on criteria and framework adopted by the Board and in accordance with existing regulations. The details of training, appointment, resignation and retirement of Directors, if any, are dealt with in the report of Corporate Governance. Brief details of profile of each Director appear in Annual Report of the Company.

During the year, a meeting of 1ndependent Directors was held as required under Companies Act, 2013 and in Compliance with requirement under Schedule 1V of the Act and Clause 49 of Equity Listing Agreement and discussed matters specified therein. All independent Directors were present in the meeting.

28. CORPORATE GOVERNANCE REPORT

Your Company has complied with the Corporate Governance norms as stipulated under Clause 49 of the Listing Agreements entered into with the Stock Exchanges. Detailed report on Corporate Governance is attached to this Report.

29. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis on the business of the Company is attached to this Report.

30. CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is as follows:

a) Conservation of energy

Your Company being a Non–Banking Finance Company, its activities are not energy intensive. However, your Company has taken adequate measures for conservation of energy, wherever required

b) Technology Absorption

Your Company being a Non–Banking Finance Company, its activities do not require adoption any specific technology. However, your Company has been in the forefront in implementing latest information technologies & tools towards enhancing our customer convenience. The award winning, powerful yet easy–to–use, realtime online centralised core banking solution (CBS) developed inhouse enables our customers to do loan transactions within a few minutes, anywhere across the 4200+ Branches. The CBS forms our system backbone for meeting the transaction processing, backoffice and M1S needs efficiently and cost effectively too. While the customer is recognised across the branches through the unique customer 1D, the system ensures better central control, compliance and management.

The online payment service 'WebPay' introduced during the year enables the customers to repay their loans over the 1nternet securely through any device including mobile phones, providing anywhere, anytime transactions facility.

Mobile number validation system introduced has enhanced the quality of our KYC data captured in the system. This helps us provide the customers useful and informative SMS alerts on transactions, repayment reminders and missed call facilities so as to track their accounts offline also.

Ensuring the safety of our customers' gold assets at Branches is enhanced by deploying our latest technology enabled centralized monitoring & surveillance systems across the Branches.

Our branches, including the remotest rural ones across the country, are fully automated with various 1T solutions and interconnected to provide the customers a suite of quick and convenient financial products & services. With the infusion of technology across, we walked ahead of time towards true Digital 1ndia and financial inclusion.

31. AUDITS

a) Statutory Audit under section 139

The Company's auditors M/s Rangamani & Co. (Firm Reg No. 003050 S), Chartered Accountants, Alleppey have already completed more than ten years as Statutory Auditors of the Company. 1n accordance with provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, they can continue as Statutory Auditors for a further period of two years. 1t is proposed to appoint them for a further period of two year from the conclusion of 18th Annual General Meeting till the conclusion of 20th Annual General Meeting subject to ratification of their appointment at the 19th Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if they are reappointed, it shall be in accordance with the provisions of Section 141 of the Companies Act, 2013.

b) Secretarial Audit under section 204

The Board had appointed M/s KSR & Co. LLP, Company Secretaries, Coimbatore to conduct Secretarial Audit for FY 2014–15. Their Secretarial Audit report is annexed to this report as Annexure 6.

c) Explanations or comments by the Board on qualification, reservation or adverse remark or disclaimer on audits for FY 2014–15

There are no qualification, reservation or adverse remark or disclaimer on audits under Section139 and Section 204 of Companies Act, 2013 for FY 2014–15.

32. REPORTING ON SEXUAL HARASSMENT  OF WOMEN AT WORKPLACE  (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and rules framed there under.

33. PERSONNEL

The Disclosure required under the provisions of Section 197 of the Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this report as Annexure 7.

34. SIGNIFICANT AND MATERIAL ORDERS  PASSED BY REGULATORS OR COURTS  OR TRIBUNALS

There are no material orders passed by the regulators or courts or tribunals, which could impact the going concern status of the Company and its future operations.

35. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE  COMPANY BETWEEN THE END OF THE  FINANCIAL YEAR TO WHICH FINANCIAL  STATEMENTS RELATE AND THE DATE OF THE REPORT

Your Board has given in principle approval for investing upto Rs. 50 crores in Muthoot Homefin (1ndia) Ltd (MH1L), a Housing Finance Company registered with National Housing Bank(NHB), subject to regulatory approvals, if any. MH1L is having paid up capital of Rs. 10.50 crores and promoted by the promoters of Muthoot Finance Limited. MH1L had received the license for operation from NHB on 19th May, 2014. MH1L is engaged in business of housing finance. By virtue of the above proposed investment, the said company will be subsidiary of the Company. However, Company has not invested any amount in MH1L as of the date of the Board report.

On 4th June, 2015, ESOP Committee of Board of Directors of your company has allotted 33,541 equity shares of face value of Rs. 10 each under Muthoot ESOP 2013 pursuant to exercise of 21,641 options of Rs. 10 each for Loyalty Options (face value Rs. 10 each) and 11,900 options of Rs. 50/– each for Growth Options (face value Rs. 10 each) by employees of the Company as per ESOP 2013 scheme of the Company.

36. DIRECTORS' RESPONSIBILITY  STATEMENT

1n accordance with the provisions of Section 134(5) of the Companies Act, 2013 with regard to Director's Responsibility Statement, Directors state that: —

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) 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;

(f) 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

37. ACKNOWLEDGEMENT

Your Directors thank the Company's stakeholders in large including investors, customers, banks, financial institutions, rating agencies, debenture holders, debenture trustees and well–wishers for their continued support during the year. Your Directors place on record their appreciation of the contribution made by the employees of your Company at all levels. Your Company's consistent growth was made possible by their hard work, solidarity, cooperation and support. The Board sincerely expresses its gratitude to Reserve Bank of 1ndia, Securities and Exchange Board of 1ndia and Ministry of Corporate Affairs for the guidance and support received from them including officials there at from time to time.

38. FORWARDING LOOKING STATEMENTS

This Report(s) may contain certain forward looking statements within the provisions of Listing Agreements and hence reasonable caution is to be exercised while relying on these statements

For and On Behalf of the Board of Directors

Registered Office: 2nd Floor, Muthoot Chambers, Opposite Saritha Theatre Complex, Banerji Road, Kochi – 682 018

M G George Muthoot

Chairman

Place: Kochi

Date: 22nd July, 2015

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