CholaFin AR 20182019
CholaFin AR 20182019
CholaFin AR 20182019
T ? i i ' i r t v i s ‘ i n l Holdings
T -T s\1 s i i v t r r o
Dear Sirs
Sub: Notice for the Annual General Meeting (AGM) and Annual Report for the financial
year 2018-19.
W e further wish to inform you that the dispatch of Annual report and Notice of the 70th AGM
commenced on July 6, 2019.
A copy of the above documents are being uploaded on the Company’s website.
Thanking you,
Yours faithfully,
forCHOLAMANDALAM FINANCIAL HOLDINGS LIMITED
-inancial Holdings Limited)
E KRITHIKA
COMPANY SECRETARY
NOTICE TO MEMBERS
NOTICE is hereby given that the Seventieth Annual General Meeting (AGM) of the members of Cholamandalam Financial Holdings
Limited (formerly, TI Financial Holdings Limited) will be held at 3.00 pm on Thursday, 1st August, 2019 at T T K Auditorium, The
Music Academy, No. 168 (Old No.306), T T K Road, Chennai - 600 014 to transact the following business:
ORDINARY BUSINESS
Item No.1 - To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:
RESOLVED THAT the board’s report, the statement of profit and loss and the cash flow statement for the year ended
March 31, 2019 and the balance sheet as at that date, including the consolidated financial statements, together with the
independent auditors’ reports thereon be and are hereby considered, approved and adopted.
Item No.2 - To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:
RESOLVED THAT the interim dividend of 60% approved by the Board of Directors on February 4, 2019 on the equity
shares of ` 1/- each of the Company for the year ended March 31, 2019 and paid to those equity shareholders whose
names appeared in the register of members as on February 15, 2019 being the record date fixed for this purpose, be and
is hereby confirmed.
RESOLVED FURTHER THAT a final dividend of 65% as recommended by the Board of Directors, be and is hereby declared
on the equity shares of ` 1/- each of the Company for the year ended March 31, 2019 and be paid to those members, in
case of shares held in physical form, whose names appear in the register of members as on August 1, 2019 and in case of
beneficial holders whose shares are held in dematerialised form as on August 1, 2019, as per the details furnished by the
depositories for this purpose.
Item No.3 - To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:
RESOLVED THAT Mr. M M Murugappan (holding DIN 00170478), who retires by rotation and being eligible has offered
himself for re-appointment, be and is hereby re-appointed as a director of the Company liable to retire by rotation.
SPECIAL BUSINESS
Item No.4 - To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:
RESOLVED THAT Mr. Ashok Kumar Barat (holding DIN 00492930), who was appointed by the Board of Directors, as an
Additional Director with effect from August 1, 2018 and who holds office up to the date of this Annual General Meeting in
terms of section 161(1) of the Companies Act, 2013 (“Act”) and in respect of whom the Company has received a notice in
writing from a member under section 160(1) of the Act proposing his candidature for the office of Director of the Company,
be and is hereby appointed as a Director of the Company.
RESOLVED FURTHER THAT pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of
the Act and the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act,
as amended from time to time, the appointment of Mr. Ashok Kumar Barat, who meets the criteria for independence as
provided in section 149(6) of the Act and regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and who has submitted a declaration to that effect, and who is eligible
for appointment as an Independent Director of the Company, not liable to retire by rotation, for a term of five years
commencing August 1, 2018 to July 31, 2023, be and is hereby approved.
Item No.5 - To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:
RESOLVED THAT pursuant to the provisions of section 152, 161 and other applicable provisions, if any, of the Companies
Act, 2013 and the Rules made there under (including any statutory modification(s) or re-enactment thereof for the time
being in force) and pursuant to the applicable provisions of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, Mr. Sridharan Rangarajan
(holding DIN 01814413), an Additional Director, holding office up to the date of this Annual General Meeting be and is
hereby appointed as a director of the Company liable to retire by rotation.
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Item No.6 - To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:
RESOLVED THAT pursuant to the provisions of section 152, 161 and other applicable provisions, if any, of the Companies
Act, 2013 and the Rules made there under (including any statutory modification(s) or re-enactment thereof for the time
being in force) and pursuant to the applicable provisions of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and the Articles of Association of the Company, Mr. V Ravichandran
(holding DIN 00110086), an Additional Director, holding office up to the date of this Annual General Meeting be and is
hereby appointed as a director of the Company liable to retire by rotation.
Item No.7 - To consider and if deemed fit, to pass the following as an ORDINARY RESOLUTION:
RESOLVED THAT Mr. Balasubramanyan Ramaratnam (holding DIN 07525213), who was appointed by the Board of
Directors, as an Additional Director with effect from March 18, 2019 and who holds office up to the date of this Annual
General Meeting in terms of section 161(1) of the Companies Act, 2013 (“Act”) and in respect of whom the Company has
received a notice in writing from a member under section 160(1) of the Act proposing his candidature for the office of
Director of the Company, be and is hereby appointed as a Director of the Company.
RESOLVED FURTHER THAT pursuant to the provisions of sections 149, 152 and other applicable provisions, if any, of the
Act and the Companies (Appointment and Qualifications of Directors) Rules, 2014, read with Schedule IV to the Act, as
amended from time to time, the appointment of Mr. Ramaratnam, who meets the criteria for independence as provided in
section 149(6) of the Act and regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and who has submitted a declaration to that effect, and who is eligible for appointment
as an Independent Director of the Company, not liable to retire by rotation, for a term of five years commencing March 18,
2019 to March 17, 2024, be and is hereby approved.
Item No.8 - To consider and if deemed fit, to pass the following as a SPECIAL RESOLUTION:
RESOLVED THAT pursuant to the provisions of section 197, 198 and other applicable provisions, if any, of the Companies
Act, 2013 and the Rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (including any statutory modification(s) or re-enactment thereof for the time being in
force), relevant provisions of the Memorandum and Articles of Association of the Company, the Directors of the Company
(excluding Managing Director(s)/Executive Director(s)/Whole-time Director(s) but including the Alternate Directors) be paid
remuneration by way of commission for a period of five financial years commencing from April 1, 2019, not exceeding 1%
of the net profits of the Company computed in accordance with the provisions of section 198 of the Companies Act, 2013
for each financial year.
ESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to decide from time to time, the
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quantum and manner of distribution of commission, to one or more Directors, including the Chairman within the limit of 1%
prescribed above.
RESOLVED FURTHER THAT the aforesaid commission shall be in addition to the fees payable to such Directors for
attending the meetings of the Board and Committees thereof.
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorised to take all such steps as may be necessary,
desirable or expedient to give effect to this Resolution.
By Order of the Board
Place : Chennai E Krithika
Date : May 3, 2019 Company Secretary
NOTES:
1. A member entitled to attend and vote at the Annual General Meeting (“AGM”) may appoint one or more proxies to
attend and vote instead of him / her. The proxy need not be a member of the company. Proxy to be valid shall be
deposited at the registered office of the company at least forty eight hours before the commencement of the meeting.
A person shall not act as a proxy for more than fifty members and holding in the aggregate not more than 10% (ten
percent) of the total share capital of the company carrying voting rights. A person holding more than 10% (ten percent)
of the total share capital of the company carrying voting rights may appoint a single person as proxy and such person
shall not act as a proxy for any other person or shareholder. Proxy form for the AGM is enclosed.
2. The business set out in the notice will be transacted through electronic voting system and the company is providing facility
for voting by electronic means. Instructions and other information relating to e-voting are given in this notice at the end.
3. Members / proxies are requested to bring their duly filled in attendance slips enclosed herewith to attend the meeting
mentioning therein details of their DP and Client ID / Folio No.
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4. Corporate members intending to send their authorised representatives to attend the meeting are requested to send to the
company a certified copy of the Board resolution authorising their representative to attend and vote on their behalf at the
AGM.
5. Information required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”) in respect of appointment / re-appointment of directors is furnished and forms part of the Notice.
6. A statement pursuant to section 102 of the Companies Act, 2013 (“the Act”) in respect of businesses under item nos. 4 to
8 of the Notice is annexed.
7. Pursuant to the provisions of section 91 of the Act and the Listing Regulations, the register of members and share transfer
books of the company will remain closed from Friday, July 26, 2019 to Thursday, August 1, 2019 (both days inclusive).
8. The final dividend of ` 0.65 per equity share of the company, as recommended by the Board, if declared at the ensuing
AGM, will be paid, subject to the provisions of section 126 of the Act, to those members or their mandatees whose names
stand registered in the company’s register of members as on August 1, 2019. Members are encouraged to utilise the
electronic clearing service (ECS) for receiving dividends by registering their bank mandates.
9. At the 66th AGM held on August 6, 2015, M/s. S R Batliboi & Associates LLP, Chartered Accountants were appointed as the
Statutory Auditors of the Company for a period of five years viz., from the conclusion of the 66th AGM till the conclusion of
the 71st AGM subject to ratification by members at every AGM. Pursuant to the Companies (Amendment) Act, 2017 notified
with effect from May 7, 2018, the requirement for ratification of statutory auditors’ appointment at every AGM stands
omitted. Accordingly, no resolution is being proposed in this regard at the 70th AGM.
10. All correspondence relating to change of address, change in the e-mail ID already registered with the company, transfer
/ transmission of shares, issue of duplicate share certificates, bank mandates and all other matters relating to the
shareholding in the company may be made to Karvy Fintech Private Limited, the Registrar and Share Transfer agent
(RTA). The members holding shares in dematerialised form may send such communication to their respective depository
participant/s (DPs).
11. Members can avail the facility of nomination in respect of shares held by them in physical form pursuant to the provisions
of section 72 of the Act. Members desiring to avail this facility may send their nomination in the prescribed form no. SH13,
duly filled in, to the RTA. The prescribed form can be obtained from the RTA / DPs.
12. The Company has transferred the unclaimed or unpaid dividends declared upto the interim dividend for FY 2011-12, from
time to time, to the Investor Education and Protection Fund (IEPF) established by the Central Government. The Company
has uploaded the details of unclaimed and unpaid amounts lying as on July 31, 2018 (date of previous AGM) on the website
of the Company, www.cholafhl.com and also on the website of the Ministry of Corporate Affairs.
In terms of section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016, the Company has, during the year 2018-19, transferred equity shares in respect
of which dividend had remained unpaid or unclaimed for seven consecutive years or more, to the IEPF Authority and
the details of the same have been uploaded on the website of the Company, www.cholafhl.com. Shares and dividend
transferred to IEPF Authority can be claimed back by filing online application in Form IEPF-5 alongwith requisite documents.
Shareholders are requested to contact the Company’s RTA - Karvy Fintech Private Limited or the Company in this regard.
Members who have not encashed their warrants in respect of the final dividend declared in financial year 2011-12 and
subsequent dividends thereon, may write to the Company Secretary or the RTA immediately for claiming their dividends.
13. As an eco-friendly measure intending to benefit the society at large, we request you to be part of the e-initiative and
register your e-mail address to receive all communication and documents including annual reports from time to time in
electronic form to the e-mail address provided by you. Members holding shares in dematerialized form, may send such
communication to their respective DPs and those holding shares in physical form, may send such communication to RTA.
14. Copies of the annual report for 2019, notice of the 70th AGM along with attendance slip and proxy form are being sent to
all the members whose e-mail IDs are registered with the company / DPs for communication purposes unless any member
has requested for a hard copy of the same. For members who have not registered their e-mail IDs, physical copies of the
aforesaid documents are being sent in the permitted mode.
15. Members may also note that the notice of the 70th AGM and the annual report for 2019 will also be available on the
company’s website, www.cholafhl.com for their download. Relevant documents referred to in the proposed resolutions,
the register of directors and key managerial personnel and their shareholding under section 170 of the Act and the
register of contracts or arrangements in which the directors are interested under section 189 of the Act will be available for
inspection at the company’s registered office during normal business hours on working days up to the date of the meeting.
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Even after registering for e-communication, members are entitled to receive such communication in physical form, upon
making a request for the same, by post free of cost. For any communication, the members may also send requests to the
company’s e-mail id: investorservices@cfhl.murugappa.com.
16. SEBI has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market.
Members holding shares in electronic form, are therefore, requested to submit their PAN to their DPs. Members holding
shares in physical form shall submit their details to RTA.
17. As per SEBI mandate, effective April 1, 2019, securities of listed companies can be transferred only in dematerialised form.
In view of this requirement and to avail various benefits of dematerialisation, members holding shares in physical form are
requested to get their shares dematerialised.
18. Members desirous of obtaining any information / clarification relating to the accounts are requested to submit their query
in writing to the company well in advance to enable us to keep the information ready.
By Order of the Board
Place : Chennai E Krithika
Date : May 3, 2019 Company Secretary
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ANNEXURE TO THE NOTICE
A.
Details of Director seeking re-appointment at the 70th Annual General Meeting [Pursuant to Regulation 36 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]
Item No.3
Mr. M M Murugappan, aged 63 years, has been a director of the company since November 2017 and is liable to retire by rotation
at this AGM and being eligible has offered himself for re-appointment. He is the Chairman of the Stakeholders Relationship
Committee, Corporate Social Responsibility Committee and Risk Management Committee and a member of Nomination and
Remuneration Committee of the Board.
Details of his qualification, experience and other information pursuant to regulation 36 of the Listing Regulations and Secretarial
Standards on General Meetings are furnished under Section C of the notice.
The Board considers his continued association would be beneficial to the Company and recommends his reappointment as a
Director liable to retire by rotation for approval by the members.
B. Statement in respect of Special Business [Pursuant to Section 102 of the Companies Act, 2013]
Item No.4
Mr. Ashok Kumar Barat, aged 62 years, was appointed as an Additional Director by the Board with effect from August 1, 2018
pursuant to the provisions of section 161 of the Act and holds office upto the date of this AGM. He is the Chairman of Nomination
& Remuneration Committee and a member of the Audit Committee and Corporate Social Responsibility Committee of the Board.
Details of his qualification, experience and other information pursuant to regulation 36 of the Listing Regulations and Secretarial
Standards on General Meetings are furnished under Section C of the notice.
The Company has received a notice in writing from a member under section 160 of the Act, proposing the candidature of
Mr. Barat as a director. Mr. Barat has given a declaration to the Board that he meets the criteria for independence as provided
under section 149 of the Act as well as under applicable provisions of the Listing Regulations.
In the opinion of the Board, Mr. Barat fulfills the conditions specified in the Act and Rules made there under for appointment as
an independent director and he is independent of the management.
Accordingly, the Board recommends the appointment of Mr. Barat as an Independent Director not liable to retire by rotation, for
a term of five consecutive years as set out in the resolution, for approval by the members.
Memorandum of Interest
Except Mr. Ashok Kumar Barat, being the appointee, none of the Directors or Key Managerial Personnel of the Company or their
relatives is concerned or interested, financially or otherwise in the aforesaid resolution.
Item No.5
Mr. Sridharan Rangarajan, aged 53 years, was appointed as an Additional Director by the Board on August 30, 2018 pursuant
to the provisions of section 161 of the Act and holds office upto the date of this AGM. He is a member of the Audit Committee,
Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee of the
Board.
Details of his qualification, experience and other information pursuant to regulation 36 of the Listing Regulations and Secretarial
Standards on General Meetings are furnished under Section C of the notice.
The Company has received a notice in writing from a member under section 160 of the Act, proposing the candidature of
Mr. Sridharan as a director. Mr. Sridharan has given his consent and disclosures as required under the Act and the Listing
Regulations.
Accordingly, the Board recommends the appointment of Mr. Sridharan as a Director liable to retire by rotation for approval by
the members.
Memorandum of Interest
Except Mr. Sridharan Rangarajan, being the appointee, none of the Directors or Key Managerial Personnel of the Company or
their relatives is concerned or interested, financially or otherwise in the aforesaid resolution.
Item No.6
Mr. V Ravichandran, aged 62 years, was appointed as an Additional Director by the Board on March 18, 2019 pursuant to the
provisions of section 161 of the Act and holds office upto the date of this AGM.
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Details of his qualification, experience and other information pursuant to regulation 36 of the Listing Regulations and Secretarial
Standards on General Meetings are furnished under Section C of the notice. The Company has received a notice in writing from
a member under section 160 of the Act, proposing the candidature of Mr. Ravichandran as a director. Mr. Ravichandran has given
his consent and disclosures as required under the Act and the Listing Regulations.
Accordingly, the Board recommends the appointment of Mr. Ravichandran as a Director liable to retire by rotation for approval
by the members.
Memorandum of Interest
Except Mr. Ravichandran, being the appointee, none of the Directors or Key Managerial Personnel of the Company or their
relatives is concerned or interested, financially or otherwise in the aforesaid resolution.
Item No.7
Mr. Balasubramanyan Ramaratnam, aged 64 years, was appointed as an Additional Director by the Board on March 18, 2019
pursuant to the provisions of section 161 of the Act and holds office upto the date of this AGM. He is a member of the Audit
Committee, Stakeholders Relationship Committee and Risk Management Committee of the Board.
Details of his qualification, experience and other information pursuant to regulation 36 of the Listing Regulations and Secretarial
Standards on General Meetings are furnished under Section C of the notice. The Company has received a notice in writing from
a member under section 160 of the Act, proposing the candidature of Mr. Ramaratnam as a director. Mr. Ramaratnam has given
a declaration to the Board that he meets the criteria for independence as provided under section 149 of the Act as well as under
applicable provisions of the Listing Regulations.
In the opinion of the Board, Mr. Ramaratnam fulfills the conditions specified in the Act and Rules made there under for appointment
as an independent director and he is independent of the management.
Accordingly, the Board recommends the appointment of Mr. Ramaratnam as an Independent Director not liable to retire by
rotation, for a term of five consecutive years as set out in the resolution, for approval by the members.
Memorandum of Interest
Except Mr. Ramaratnam, being the appointee, none of the Directors or Key Managerial Personnel of the Company or their
relatives is concerned or interested, financially or otherwise in the aforesaid resolution.
Item No.8
The Non-Executive Directors including Independent Directors of the Company possess professional expertise and experience
in varied fields such as finance, banking, technology, engineering, corporate strategy & management and compliance. The
Board is of the view that adequate compensation be given to the Non-Executive Directors (“NEDs”) in recognition for their time
and efforts.
The members at the 65th annual general meeting held on August 6, 2014, had approved payment of remuneration by way of
commission to non executive directors of the Company for a period of 5 financial years commencing from April 1, 2014 to March
31, 2019 for an amount not exceeding 1% of the net profits of the Company computed in accordance with the provisions of
the Companies Act, 2013 for each financial year. As the validity of the approval expired on March 31, 2019, resolution seeking
approval for a further period of five financial years is placed before the members.
The Remuneration policy adopted by the Board provides the framework for remuneration of members of the Board of Directors,
Key Managerial Personnel and other employees of the Company. The policy provides that commission payable to NEDs will be
restricted to a fixed sum within the limits prescribed under section 197 of the Act, payable annually on the basis of their tenure
as director during a financial year.
The Board recommends payment of remuneration by way of commission to NEDs upto a sum not exceeding 1% of the net
profits of the Company computed in accordance with section 198 of the Companies Act, 2013 for each financial year. The
said commission shall be in addition to the fees payable to NEDs for attending the meetings of the Board and Committees
thereof. Details of directors as required under Secretarial Standard on General Meetings is available in the Corporate
Governance Report.
Pursuant to Article 96 of the Articles of Association of the Company, approval of the members is sought by means of a special
resolution set out under item no. 8 of the notice.
Memorandum of Interest
All the Directors and their relatives are concerned or interested in the above resolution to the extent of the commission that they
may receive. None of the Key Managerial Personnel or their relatives is concerned or interested, financially or otherwise in the
aforesaid resolution.
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C. Disclosure under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings
Details / Name of the Director Mr. M M Murugappan Mr. Ashok Kumar Barat Mr. Sridharan Rangarajan Mr. V Ravichandran Mr. B Ramaratnam
DIN 00170478 00492930 01814413 00110086 07525213
th th th th
Date of Birth 12 November 1955 5 December 1956 16 March 1966 09 June 1956 13th February 1955
Date of Appointment (Initial 11th November, 2017 01st August 2018 30th August 2018 18th March 2019 18th March 2019
appointment)
Qualification Bachelor’s Degree in Commerce graduate and a Commerce graduate, an Engineering graduate and Graduated from the University
Chemical Engineering from Fellow member of the Institute Associate member of a Post Graduate Diploma in of Mumbai and is a member
the University of Madras of Chartered Accountants the Institute of Chartered Management from the Indian of the Institute of Chartered
and a Master of Science in of India and the Institute of Accountants of India and Institute of Management, Accountants of India.
Chemical Engineering from the Company Secretaries of India. Graduate member of Ahmedabad. He is a qualified
University of Michigan, USA. the Institute of Cost and Works Cost Accountant and a
Accountants of India. Company Secretary.
Expertise in specific functional Has over 40 years of Has varied experience in Has over 29 years of Has over three decades of Has experience in the areas
areas experience in diverse areas the fields of finance, M&A, experience in finance, experience in the fields of of statutory and internal
including strategy & business strategy and governance. He manufacturing, service & finance and marketing. audit, due diligence, SOX
development, technology, has worked in different roles, distribution, banking and compliance and other
research & development and operational and staff, as a contracting industries. professional services.
human resources. CFO, Managing Director, CEO
and Country Manager.
Terms & Conditions of Appointed as a Non-Executive
appointment / re-appointment Director liable to retire by
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As per the resolution As per the resolution under As per the resolution under As per the resolution under
rotation, by the shareholders
under item no. 4 item no. 5 item no. 6 item no. 7
at the 69th AGM held on July
31, 2018.
Directorships in other 1. Tube Investments of India 1. Cholamandalam Investment 1. Cholamandalam MS 1. E.I.D.-Parry (India) Limited Redington (India) Limited
companies (including foreign Limited (TII) and Finance Company General Insurance (EID) (Redington)
companies) 2. Coromandel International Limited (CIFCL) Company Limited 2. Coromandel International
Limited (CIL) 2. Cholamandalam Home (Chola MS) Limited (CIL)
3. Cholamandalam Investment Finance Limited (CHFL) 2. Cholamandalam Home 3. Parry Sugars Refinery
and Finance Company 3. Bata India Limited Finance Limited (CHFL) India Private Limited (Parry
Limited (CIFCL) 4. Birlasoft Limited (Birlasoft) 3. Cholamandalam MS Risk Sugars)
4. Cholamandalam MS 5. Mahindra Intertrade Limited Services Limited 4. Parry Infrastructure
General Insurance (MIL) 4. Cholamandalam Health Company Private Limited
Company Limited (Chola 6. DCB Bank Limited (DCB) Insurance Limited 5. Yanmar Coromandel
MS) 7. The Council of EU 5. Net Access India Limited Agrisolutions Private
5. Carborundum Universal Chambers of Commerce 6. Thukela Refractories Limited
Limited (CUMI) in India Isithebe Pty Limited 6. CFL Mauritius Limited
6. Mahindra & Mahindra 8. Wacker Metroark Chemicals 7. CUMI Europe s.r.o 7. US Nutraceuticals LLC
Limited (M&M) Private Limited 8. Parry America Inc
7. Cyient Limited (Cyient) 9. Foskor Pty Limited
8. Ambadi Investments 10. Alimtec S.A.
Limited (AIL)
9. Murugappa Organo Water
Solutions Private Limited
Details / Name of the Director Mr. M M Murugappan Mr. Ashok Kumar Barat Mr. Sridharan Rangarajan Mr. V Ravichandran Mr. B Ramaratnam
10. M M Muthiah Research
Foundation
11. IIT Madras Research Park
12. Idea Lab (India) Private
Limited
13. Volzhsky Abrasive Works
14. Chennai Willingdon
Corporate Foundation
Memberships in Board Chairman Chairman Member Chairman Chairman
committees of other 1. Stakeholders Relationship 1. Audit Committee - CHFL, 1. Audit Committee - Chola 1. Stakeholders Relationship 1. Audit Committee -
companies (includes Committee - TII, CUMI DCB, Birlasoft MS, CHFL Committee - EID Redington
membership details of all 2. Nomination & Remuneration 2. IT Strategy Committee - 2. Risk Management Member 2. Stakeholders Relationship
committees) Committee - M&M CIFCL Committee - Chola MS 1. Stakeholders Relationship Committee- Redington
3. Risk Management 3. Fraud Reporting & 3. Corporate Social Committee - CIL Member
Committee - Chola MS Monitoring Committee - Responsibility Committee - 2. Nomination & 1. Corporate Social
4. Corporate Social DCB CHFL Remuneration Committee - Responsibility Committee -
Responsibility Committee - Member 4. Policyholders’ Protection EID Redington
Chola MS 1. Audit Committee - CIFCL, Committee - Chola MS 3. Risk Management
5. Business Committee - MIL 5. Business Committee - Committee - EID, CIL
Chola MS & CIFCL 2. Stakeholders Relationship Chola MS 4. Corporate Social
6. Investment Committee - Committee- CIFCL, Birlasoft 6. Investment Committee - Responsibility Committee-
Chola MS 3. Nomination & Chola MS EID, CIL
7. Management Committee - Remuneration Committee - 7. Management Committee - 5. Loans and Investment
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Chola MS CIFCL, MIL Chola MS Committee - EID, Parry
Member 4. Risk Management Sugars
1. Audit Committee - Committee - CIFCL, DCB, 6. NPA Disposal Committee -
Cyient, M&M Birlasoft EID
2. Nomination & 5. Business Committee - 7. Banking and Borrowing
Remuneration Committee - CIFCL Committee - CIL
Chola MS, TII, Cyient 6. Capital Raising Committee -
3. Risk Management DCB
Committee - Chola MS, 7. Willful Defaulters Review
CIFCL, M&M, Cyient Committee - DCB
4. Corporate Social
Responsibility Committee -
CIFCL, AIL
5. Borrowing Committee - AIL
No. of shares held in the 842405 equity shares of ` 1/- 4951 equity shares of ` 1/- each
Nil Nil Nil
Company each
Inter-se relationship with any
other directors or KMP of the Nil Nil Nil Nil Nil
company
For further details, please refer the Corporate Governance Report which forms part of the Annual Report.
INSTRUCTIONS FOR ELECTRONIC VOTING [E-Voting]
VOTING THROUGH ELECTRONIC MEANS – INSTRUCTIONS
Pursuant to the provisions of section 108 of the Companies Act, 2013 (the Act) read with rule 20 of the Companies (Management
and Administration) Rules, 2014 and the listing regulations as amended from time to time, the company is pleased to offer
e-voting facility to members to exercise their votes electronically on all resolutions set forth in the notice convening the
70th Annual General Meeting (AGM) scheduled to be held at 3.00 p.m. on Thursday, August 1, 2019.
The company has engaged the services of Karvy Fintech Private Limited (Karvy) to provide remote e-voting facility for members
to cast their votes in a secure manner.
The Board of Directors have appointed Mr. R. Sridharan or failing him Mr. G Subramaniam of M/s. R. Sridharan & Associates,
Practicing Company Secretaries as the scrutiniser to scrutinise e-voting and conduct the voting process at the AGM in a fair and
transparent manner. In terms of the requirements of the Act and the Rules made there under, the company has fixed Thursday,
July 25, 2019 as the cut-off date. The remote e-voting / voting rights of the members / beneficial owners shall be reckoned on
the equity shares held by them as on cut-off date, i.e. July 25, 2019.
The remote e-voting facility begins on Saturday, July 27, 2019 (9:00 a.m. Indian Standard Time) and ends on Wednesday, July 31,
2019 (5:00 p.m. Indian Standard Time). During this period, the members of the company, holding shares either in physical form
or in dematerialised form, as on the cut-off date of July 25, 2019, are entitled to avail the facility to cast their vote electronically
/ voting in the general meeting, as the case may be.
The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting facility shall be disabled by Karvy
upon expiry of the aforesaid period. Once the vote on a resolution is cast by a member, he / she shall not be allowed to change
it subsequently or cast the vote again.
The instructions for members voting electronically are as under:
A. For members receiving an e-mail from Karvy, e-voting service provider [for members whose e-mail addresses are
registered with the company / DP(s)]:
(i) Open your web browser during the voting period and navigate to https://evoting.karvy.com.
(ii) Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be E-Voting Event
Number-4613 (EVEN) followed by folio number. In case of demat account, User ID will be your DP ID and Client ID.
However, if you are already registered with Karvy for e-voting, you can use your existing User ID and password for
casting your vote.
(iii) After entering these details appropriately, click on "LOGIN".
(iv) You will now reach password change menu wherein you are required to mandatorily change your password. The
new password shall comprise of minimum 8 characters with at least one upper case (A - Z), one lower case (a-z), one
numeric value (0-9) and a special character (@,#,$, etc.). The system will prompt you to change your password and
update your contact details like mobile number, e-mail ID, etc. on first login. You may also enter a secret question
and answer of your choice to retrieve your password in case you forget it. It is strongly recommended that you do
not share your password with any other person and that you take utmost care to keep your password confidential.
(v) You need to login again with the new credentials.
(vi) On successful login, the system will prompt you to select the E-Voting event.
(vii) Select the EVEN of “Cholamandalam Financial Holdings Limited” and click on "SUBMIT".
(viii) Now you are ready for e-voting as "Cast Vote" page opens.
(ix) On the voting page, enter the number of shares (which represents the number of votes) as on the cut-off date under
"FOR / AGAINST" or alternatively, you may partially enter any number in "FOR" and partially "AGAINST" but the total
number in "FOR / AGAINST" taken together not exceeding your total shareholding as mentioned herein above.
You may also choose the option ABSTAIN. If the shareholder does not indicate either "FOR" or "AGAINST" it will be
treated as "ABSTAIN" and the shares held will not be counted under either head.
(x) Members holding multiple folios / demat accounts shall choose the voting process separately for each folio /
demat accounts.
9
(xi) Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any
specific item it will be treated as abstained.
(xii) You may then cast your vote by selecting an appropriate option and click on "SUBMIT".
(xiii) A confirmation box will be displayed. Click "OK" to confirm else "CANCEL" to modify. Once you have voted on the
resolution, you will not be allowed to modify your vote. During the voting period, members can login any number of
times till they have voted on the resolution(s).
(xiv) Corporate / institutional members (i.e. other than Individuals, HUF, NRI etc.,) are also required to upload in the
e-voting portal, the scanned certified true copy (PDF Format) of the board resolution / authority letter etc.,together
with attested specimen signature(s) of the duly authorised representative(s) or alternatively to e-mail, to the
scrutiniser at e-mail, rsaevoting@gmail.com with a copy marked to evoting@karvy.com. The scanned image of the
above mentioned documents should be in the naming format "CFHL – 70th AGM".
B. Members holding shares in dematerialised form whose e-mail IDs are not registered with the company / DPs
[for members holding shares in physical form as well as those members who have received physical copy of the notice
of the AGM]:
(i) E-Voting Event Number-4613 (EVEN), User ID and Password is provided in the Attendance Slip.
(ii) Please follow all steps from sl. no. (i) to sl. no. (xiv) above to cast your vote by electronic means.
C. Voting at AGM:
The members who have not cast their vote electronically, can exercise their voting rights at the AGM. The company will
make necessary arrangements in this regard at the AGM venue.
OTHER INSTRUCTIONS:
(i) In case of any queries, you may refer Help & FAQ section of https://evoting.karvy.com or call Karvy on 040-67162222
& Toll-free No. 1800 3454 001.
(ii) You can also update your mobile number and e-mail id in the user profile details of the folio which may be used for
sending future communication(s).
(iii) The voting rights of members shall be in proportion to their shares of the paid-up equity share capital of the company
as on the cut-off date of July 25, 2019.
(iv) Any person who acquires shares of the company and becomes a member of the company after dispatch of the
notice to the members and holding shares as on the cut-off date of July 25, 2019, may obtain the login ID and
password by sending a request at evoting@karvy.com. On receipt of user ID and password, please follow the steps
from sl.no. (i) to sl. no. (xiv) mentioned in point A above to cast your vote by electronic means. However, if you are
already registered with Karvy for remote e-voting then you can use your existing user ID and password for casting
your vote. If you forget your password, you can reset your password by using "Forgot user details / Password" option
available on https://evoting.karvy.com.
(v) Members who have cast their votes through remote e-voting may also attend the AGM. However, those members
are not entitled to cast their vote again in the AGM.
(vi) A member can opt for only one mode of voting i.e., either through remote e-voting or voting at the AGM. Thus, voting
facility at the AGM shall be used only by those who have not exercised their right to vote through remote e-voting.
(vii) The scrutiniser shall immediately after the conclusion of the voting at the general meeting, first count the votes cast
at the meeting, thereafter unblock the votes in the presence of at least two witnesses not in the employment of the
company and make a consolidated scrutiniser's report on or before August 3, 2019 of the total votes cast in favour
or against, if any, to the chairman of the company or person authorised by him in writing who shall countersign
the same.
(viii) The results shall be declared after the AGM of the company. The results declared along with the scrutiniser's report
shall be placed on the company's website, www.cholafhl.com and on the website of Karvy, https://evoting.karvy.com
after the result is declared by the chairman / authorised person and simultaneously communicated to BSE Limited
and National Stock Exchange of India Limited.
10
Notes:
11
Route Map to the AGM Venue
12
CHOLAMANDALAM FINANCIAL HOLDINGS LIMITED
ANNUAL REPORT
2018-19
Murugappa Group
Founded in 1900, the INR 369 Billion (36,893 Crores) Murugappa Group is one of India's leading business conglomerates. The
Group has 28 businesses including nine listed companies traded in NSE & BSE. Headquartered in Chennai, the major
companies of the Group include Carborundum Universal Ltd., Cholamandalam Financial Holdings Ltd., Cholamandalam
Investment and Finance Company Ltd., Cholamandalam MS General Insurance Company Ltd., Coromandel International
Ltd., Coromandel Engineering Company Ltd., E.I.D. Parry (India) Ltd., Parry Agro Industries Ltd., Shanthi Gears Ltd., Tube
Investments of India Ltd. and Wendt (India) Ltd.
Market leaders in served segments including Abrasives, Auto Components, Transmission systems, Cycles, Sugar, Farm Inputs,
Fertilisers, Plantations, Bioproducts and Nutraceuticals, the Group has forged strong alliances with leading international
companies such as Groupe Chimique Tunisien, Foskor, Mitsui Sumitomo, Morgan Advanced Materials, Sociedad Química y
Minera de Chile (SQM),Yanmar & Co. and Compagnie Des Phosphat De Gafsa (CPG). The Group has a wide geographical
presence all over India and spanning 6 continents.
Renowned brands like BSA, Hercules, Montra, Mach City, Ballmaster, Ajax, Parry’s, Chola, Gromor, Shanthi Gears and Paramfos
are from the Murugappa stable. The Group fosters an environment of professionalism and has a workforce of over 50,000
employees.
C NTENTS
CORPORATE OVERVIEW
Corporate Information ..................................................02
Chairman’s Message ....................................................03
Board of Directors ........................................................04
MANAGEMENT REPORTS
Board’s Report & Management
Discussion and Analysis ..............................................08
Report on Corporate Governance ...............................17
General Shareholder Information ................................ 30
Business Responsibility Report .................................. 38
FINANCIAL STATEMENTS
Standalone Financial Statements ................................55
Consolidated Financial Statements .............................94
1
CORPORATE INFORMATION
BOARD OF DIRECTORS
M M Murugappan
Shubhalakshmi Panse
Ashok Kumar Barat
B Ramaratnam
Sridharan Rangarajan
V Ravichandran
SECRETARY
E Krithika
AUDITORS
M/s S.R. Batliboi & Associates LLP
Chartered Accountants
6th Floor - ‘A’ Block,
Tidel Park, No. 4,
Rajiv Gandhi Salai, Taramani,
Chennai - 600 113
REGISTERED OFFICE
'Dare House', No. 234, NSC Bose Road,
Chennai 600 001, Tamil Nadu
Phone: 044-42177770-5; Fax: 044-42110404
E-mail : investorservices@cfhl.murugappa.com
Website: www.cholafhl.com
2
Corporate Overview Management Reports Financial Statements
CHAIRMAN’S MESSAGE
3
BOARD OF DIRECTORS
Mr. M M Murugappan
Chairman
Mr. Murugappan (63 years; DIN: 00170478) holds Bachelor’s degree in Chemical
Engineering from the University of Madras and a Master of Science in Chemical
Engineering from the University of Michigan, USA. He has over 40 years of experience
in diverse areas including strategy & business development, technology, R&D and
human resources. He is the Chairman of Tube Investments of India Ltd., Carborundum
Universal Ltd., Coromandel International Ltd., Cholamandalam Investment and
Finance Company Ltd. and Cholamandalam MS General Insurance Company Ltd. Mr.
Murugappan is also on the Boards of companies outside the Murugappa Group such
as Mahindra & Mahindra Ltd. and Cyient Ltd. He served on the Board of Governors
of IIT Madras for six years till November 2011 and now serves on the Board of the
IIT-Madras Research Park and is a mentor to many companies incubated there.
Mr. Murugappan was a Board member of the Company from March 2002 till July 2017
and rejoined the Company’s Board on 11th November 2017.
4
Corporate Overview Management Reports Financial Statements
Mr. B. Ramaratnam
Independent Director
Mr. B. Ramaratnam (64 years; DIN: 07525213) graduated from the University of
Mumbai and is a member of the Institute of Chartered Accountants of India. He
has experience in the areas of statutory and internal audit, due diligence, SOX
compliance and other professional services. He worked for PricewaterhouseCoopers,
A. F. Ferguson and Deloitte Haskins & Sells where he was a partner till 2015. During
the course of his long career, he has serviced national and multinational clients from
diverse sectors such as manufacturing, trading, software, time-share, real estate,
financial services, pharma, engineering, construction, services etc. He is a Board
member of Redington (India) Ltd. Mr. Ramaratnam joined the Company's Board on
18th March, 2019.
Mr. V Ravichandran
Non-Executive Director
Mr. V Ravichandran (62 years; DIN: 00110086) is an Engineering graduate and a
Post Graduate Diploma in Management from the Indian Institute of Management,
Ahmedabad. He is also a qualified Cost Accountant and a Company Secretary.
Having served Ashok Leyland early in his career, he joined Murugappa Group and
is the Lead Director of fertilizer and sugar business of the Group. He has over three
decades of experience in the fields of finance and marketing. Mr. Ravichandran
served as the Whole-time / Managing Director of Coromandel International Ltd.
from 2004 to 2010. He is the Chairman of E.I.D. - Parry (India) Ltd. and Vice
Chairman of Coromandel International Ltd. He joined the Company’s Board on
18th March, 2019.
5
PERFORMANCE HIGHLIGHTS FY 19
Cholamandalam Financial Holdings Limited (CFHL) was incorporated in 1949 and is a part of the Murugappa Group, one of
the most diversified business conglomerates of India. After the demerger in 2017, CFHL is now a NBFC classified as a Core
Investment Company.
CFHL’s Consolidated Total Income was ` 10946.81 Crore and Profit for the year was ` 1414.83 Crore for the year ended March
31, 2019. For FY 19, an interim dividend @ 60% i.e. ` 0.60 per share of ` 1/- each was paid to the shareholders and a final dividend
@ 65% i.e. ` 0.65 per share has been recommended for shareholders’ approval.
SUBSIDIARIES / ASSOCIATES
Cholamandalam Investment and Finance Company Limited (CIFCL)
CIFCL was incorporated in 1978 as the financial services arm of the Murugappa Group. CIFCL commenced as an equipment
financing company and has today emerged as a comprehensive financial services provider offering vehicle finance, home
loans, home equity loans and a variety of other financial services to customers. CIFCL’s subsidiaries are Cholamandalam
Securities Limited and Cholamandalam Home Finance Limited.
Key Highlights FY 19
Business
Total Total
Assets under
Disbursements Income
Management(net)
` 30451 Crore ` 6993 Crore
` 54279 Crore
6
Corporate Overview Management Reports Financial Statements
Profit Return on
Before Tax Net Worth
` 25 Crore 12.3%
Key Highlights
FY 19
Combined No. of
Ratio Branches
104.6% 87
Motor
7
Board’s Report & Management Discussion and Analysis
Dear Shareholders,
The Directors take pleasure in presenting the 70th Annual Report together with the audited financial statements of the
Company for the year ended March 31, 2019.
The Company is a Core Investment Company and holds rate depreciated and foreign reserves declined by over
substantial investments in the following three key financial eight percent till October 2018. However, since then, the
services / risk management companies of Murugappa drop in oil prices and the United States Fed signaling a
Group and serves large number of customers by providing slower pace of normalisation than initially anticipated led
loans for asset acquisition through financing, asset and to a partial setback. Inflation dynamics have been passive
family protection through general insurance and risk over most of FY 19. The relaxation of foreign investment
management services. rules has received a positive response from the insurance
sector, with many companies announcing plans to increase
• Cholamandalam Investment and Finance Company
their stakes in joint ventures with Indian companies.
Limited (CIFCL), is engaged in non-banking financial
Over the coming quarters there could be a series of joint
business; venture deals between global insurance giants and local
• Cholamandalam MS General Insurance Company players. The GDP growth is estimated at around 7.3%
Limited (CMSGICL), is engaged in general insurance in FY 19, driven by industrial growth of 7.9%, making
business; up for a deceleration in services and robust growth in
• Cholamandalam MS Risk Services Limited (CMSRSL) agriculture at 4%.
is engaged in risk management and engineering The GDP growth is expected to accelerate moderately
solutions business. in FY 20, driven by continued investment strengthening,
particularly private-improved export performance and
NAME CHANGE
resilient consumption. With robust growth, and food
The name of the Company got changed from prices poised to recover, inflation is expected to converge
“TI Financial Holdings Limited” to “Cholamandalam to 4% and both the current account and the fiscal deficit
Financial Holdings Limited” with effect from March 27, 2019. are expected to narrow. In FY 20, inflation which had
Approval for change in name has been obtained from the risen last year, is expected to soften which could lead to
Registrar of Companies and the Stock Exchanges in which another rate cut later in the year. Private consumption
the Company’s securities are listed. growth in next fiscal is likely to find support from
softer interest rates and improvement in rural income.
SHARE CAPITAL Another significant factor determining the fiscal path
The paid up equity share capital as on March 31, 2019 was for FY 20 would be the outcome of general elections.
` 18.77 Crore. During the year 158538 equity shares were A stable government would facilitate market stability and
allotted upon exercise of stock options by eligible option give market a clear direction on the reforms and way
grantees under the Company’s Employees Stock Option forward.
Schemes 2007 and 2016. BUSINESS ENVIRONMENT
MACRO ECONOMIC REVIEW India’s financial sector is a highly diversified one
India is today one of the most vibrant global economies undergoing rapid expansion, both in terms of strong
backed by robust banking and insurance sectors and grew growth of existing financial services firms and new entities
entering the market. The sector comprises commercial
at an impressive rate during the first half year of FY 19. The
banks, insurance companies, non-banking financial
effects of GST implementation, deflationary effects from
companies, co-operatives, pension funds, mutual funds
demonetization and supply chain disruptions, got stabilised
and other smaller financial entities. The financial sector
during the year. However, India’s external position slowed
is predominantly driven by banking segment wherein the
down significantly during the second half year due to large
regulator has allowed payment banks to operate.
portfolio outflows triggered by monetary policy changes in
developed economies and fears of contagion from stress in The Government of India has introduced several reforms
some emerging market economies. The nominal exchange to liberalise, regulate and enhance this industry. The
8
Corporate Overview Management Reports Financial Statements
Government and Reserve Bank of India (RBI) have taken business as an equipment financing company and has
various measures to facilitate easy access to finance for today emerged as a comprehensive financial service
Micro, Small and Medium Enterprises (MSMEs). These provider offering vehicle finance, home loans, home
measures include launching Credit Guarantee Fund equity loans, SME loans and provides investment advisory
Scheme for Micro and Small Enterprises, issuing guideline services, stock broking and a variety of other financial
to banks regarding collateral requirements and setting up a services to customers through its subsidiaries.
Micro Units Development and Refinance Agency (MUDRA).
During FY 19 vehicle finance business of CIFCL recorded
With a combined thrust by both government and private
a consistent growth in terms of disbursements. Growth
sector, the country is one of the world’s most vibrant capital
in Vehicle Finance (“VF”) segment is primarily driven by
markets.
optimal product mix strategy which has always been
During the year, Securities and Exchange Board of India a combination of Product, Geography and Customer
(SEBI) proposed direct overseas listing of Indian companies segment. Disbursements in VF segment during FY 19
besides other regulatory changes and has aided companies was ` 24806.70 Crore as against ` 20539.97 Crore in the
with a broader investor base, better valuation, increased previous year recording a growth of 21%. The Home Equity
awareness, analyst coverage and visibility. (“HE”) business performed well during the year with the
business delivering growth across key metrics such as
NBFCs have continuously played a critical role in
Disbursements, AUM and Profits. Disbursements in HE
encouraging growth of the Indian economy and have made
segment during FY 19 was ` 3836.55 Crore as against
commendable contribution towards the government’s
` 3174.04 Crore the previous year. The Home Loans
agenda of financial inclusion. Amongst the lending NBFCs,
business of CIFCL also had a fine performance during
vehicle finance segment recorded a strong growth during
FY 19. The business recorded a growth over 90% across all
the first half of FY 19 following a healthy demand from
key metrics and has a book size of around ` 1912.45 Crore
freight generation sectors and infrastructure pick-up. The
as at March 31, 2019. During the first half of FY 19, CIFCL
adverse impact due to tightening of financing succeeding
maintained optimum asset liability management (ALM)
the liquidity crunch, higher fuel costs and weak freight rates
position while ensuring cost of funds kept under control.
affected the demand in the second half year. The housing
In the second half, the focus shifted to holding higher liquid
finance market in India has grown rapidly, with mortgage
cash on account of market concerns on NBFC sector.
lending significantly contributing to growth in construction
Key focus areas of CIFCL are strengthening underwriting
and demand for housing. The affordable housing segment
process, improving sales team productivity, effective
has been growing at more than 30% with strong demand
engagement of direct selling agents, improve turnaround
and government support through special schemes. Due
time for the customers, use of analytics in improving
to recent liquidity crisis, the housing finance credit growth
collections and digitization of its existing processes to
had a set back in the later part of the year. However, there
enhance customer delight.
was no drop in the consumer demand levels. The housing
finance market is expected to grow in the coming years, In the Insurance sector, the Gross Direct Premium of
aided by higher finance penetration and demand for non-life insurers (excluding Standalone Health &
affordable housing. Specialised insurers) is reported at around ` 1501 billion, a
growth of 13% over the previous year. The market share of
The loan against property (LAP) market rapidly grew
public sector companies was 46% and the private sector
between FY 14 to FY 17. During the last two years due
companies with a year-on-year growth of 25% constituted
to demonetization, stagnant property prices and tighter
54%. The Crop Insurance Scheme launched by the
liquidity conditions the growth rate decelerated. LAP
Government of India called “Pradhan Mantri Fasal Bima
products predominantly funds MSME sector and is
Yojana” (PMFBY) resulted an increase in crop insurance
expected to register higher growth in the next 2 years.
premium to ` 282 billion (including Agricultural Insurance
NBFC industry is expected to witness growth in the
Corporation), a growth of 12% over previous comparable
coming years, backed by a continuous expansion of the
period. During the year, IRDAI notified MISP (Motor
asset classes and higher market share for the key players in
Insurance Service Provider) guidelines to regulate the
the market.
distribution of Motor Insurance by automobile dealers and
Cholamandalam Investment and Finance Company Limited further mandated long term third party covers for new cars
(CIFCL) is a non banking finance company and one of the and two wheelers. The “Ayushman Bharat - National Health
leading financial service provider. CIFCL commenced Protection Scheme” launched by the Government, offers
9
health insurance for over 10 Crore poor and vulnerable ADOPTION OF INDIAN ACCOUNTING STANDARDS
families providing a coverage up to ` 5 lakh per family
Effective April 1, 2018, the Company has adopted Indian
per year for secondary and tertiary care hospitalization.
Accounting Standards (IND-AS) notified under section
Motor, Health and Crop segments continued to constitute
133 read with rule 4A of Companies (Indian Accounting
a significant portfolio at about 80% of the business.
Standards) Rules, 2015, as amended, with April 1, 2017 as
Cholamandalam MS General Insurance Company Limited the transition date. The transition was carried out from Indian
(CMSGICL), engaged in general insurance business, Accounting principles generally accepted in India (IGAAP).
registered a growth in gross written premium of 11% at Accordingly, the financial statements of the Company
` 4541.10 Crore. Growth in business operations continued to were prepared under Ind-AS for the year ended March
be driven by strong performance in retail channel with Motor 31, 2019. The principal adjustments made in restating the
& Health insurance contributing over 75% of the premiums IGAAP financial statements including the balance sheet are
with a good mix across metros & non metros. CMSGICL given under Note 17 and Note 51 in the standalone and
services around 8.9 million customers across India. consolidated financial statements respectively.
Business teams successfully leveraged its bancassurance
STANDALONE FINANCIAL HIGHLIGHTS
expertise and significantly enhanced its customer base
through the large bank branch network. During the year Summary of the Company’s financial performance during
CMSGICL renewed its partnership agreement with two FY 2018-19 as compared to the previous FY 2017-18 is
of its major financier partners for a further 5 year period. given in the following table:
Business from proprietary channel grew by widening of
(` in Crore)
distribution reach into Tier 3 and Tier 4 towns through a
Particulars 2018-19 2017-18
digitally enabled model of providing an enhanced customer
Total Income 73.52 64.67
experience, strong performance in OEM (Original Equipment
Total Expenses 2.61 3.23
Manufacturers) partnerships and continued growth in
Profit Before Tax 70.91 61.44
existing distribution partnerships. CMSGICL continued to
Tax Expense 4.38 2.05
implement its strategy of growing in preferred geographies
Profit for the year 66.53 59.39
and product lines and further plans to continue its thrust
Other Comprehensive Income (0.68) 0.62
on building distribution through its digitally enabled
model in select unserved markets across the country in a Total Comprehensive Income 65.85 60.01
phased manner. APPROPRIATIONS
In the context of continued good economic growth of the During the year the Company has transferred ` 13.31 Crore
country and capital infusion in the banking sector, the to statutory reserve (previous year ` 11.9 Crore) as required
business segments of Motor, Health and SME are expected under RBI regulations.
to grow strongly in FY 20. The possibilities of El Nino could PERFORMANCE OVERVIEW
dampen the crop line of business. Nevertheless, the general
insurance industry is poised to grow at over 11%. During the year the Company earned a revenue of
` 73.52 Crore mainly through dividend income received on
Cholamandalam MS Risk Services Limited (CMSRSL), is its long-term investments in group companies as stated in
engaged in providing risk management and engineering the earlier paragraphs. Profit before tax for the year was
solutions in the field of safety, health and environment, ` 70.91 Crore and profit for the year was ` 66.53 Crore.
in association with Cholamandalam MS General These companies performed well during the year and the
Insurance Company Limited. During the year, CMSRSL summary of their financial performance is detailed below.
has strengthened its consultancy portfolio by expanding
Cholamandalam Investment & Finance Company
services to Eastern part of Indian Market. Business
Limited (CIFCL)
increased the market proximity by assigning Regional
Advisors in Eastern Region and growth managers in The Company holds 46.4% of the paid up and subscribed
key operating sectors. CMSRSL continues to support equity share capital of CIFCL, is a leading, comprehensive
CMSGICL and its clients through value added services like financial service provider offering vehicle finance,
thermography, safety audits, and cargo loss minimization business finance, home loans, home equity loans and
studies. The business outlook of CMSRSL is bright as it provides stock broking & distribution of financial products
looks at constantly strengthening its consultancy portfolio through its subsidiaries. CIFCL presently operates from
through the launch of newer services. 907 branches spread across 27 states in India with
10
Corporate Overview Management Reports Financial Statements
Assets Under Management of ` 54279 Crore. CIFCL is Cholamandalam MS Risk Services Limited (CMSRSL)
a listed company, with its equity shares traded on the
The Company holds 49.5% of the paid up and subscribed
National Stock Exchange of India Limited (NSE) and the
equity share capital of CMSRSL, a joint venture with Mitsui
BSE Limited (BSE).
Sumitomo Insurance Company Ltd., Japan and has a
CIFCL, an associate company under the Companies Act, technical collaboration with Inter Risk, a group company of
2013, is considered as a subsidiary under Ind-AS. Rationale Mitsui Sumitomo Insurance Group.
for the same is provided under Note 20 of standalone
CMSRSL offers comprehensive risk management and
financial statements.
engineering solutions in the field of Safety, Health and
CIFCL has performed well in FY 19. The company’s Environment. CMSRSL achieved a revenue of ` 40.82
aggregate loan disbursements grew by 21% from Crore during the year (previous year: ` 56.28 Crore). During
` 25113.51 Crore in FY 18 to ` 30450.95 Crore in FY the year, the profit before tax was ` 4.88 Crore (previous
19, contributed by significant growth in vehicle finance year: ` 4.20 Crore). CMSRSL recommended a dividend
disbursements. CIFCL’s profit before tax was ` 1823.15 of ` 2.50 per share on its equity share of face value of
Crore (previous year: ` 1401.37 Crore) and profit for the ` 10/- each for FY 2018-19.
year was ` 1186.15 Crore (previous year: ` 918.30 Crore) Cholamandalam Health Insurance Limited (Chola
which recorded a growth of 30% and 29% respectively. Health)
CIFCL paid an interim dividend of ` 4.50 per share and Chola Health was incorporated in July 2017 to offer health
further recommended a final dividend of ` 2/- per equity insurance services and the Company has invested 99.9%
share of face value of ` 10/- each for the year ended March in its paid up capital. Chola Health has not commenced
31, 2019. its operations. In view of the present market scenario, the
The Board of CIFCL approved sub-division of its equity proposal to register Chola Health as a standalone health
shares of face value of ` 10/- each into five equity shares of insurance company with the Regulator has been deferred.
face value of ` 2/- each fully paid-up. DIVIDEND
Cholamandalam MS General Insurance Company The Company paid an interim dividend on the equity
Limited (CMSGICL) shares at the rate of 60% i.e., ` 0.60 per share of ` 1/- each
The Company holds 60% of the paid up and subscribed as approved by the Board of Directors on February 4, 2019
equity share capital of CMSGICL - a joint venture with for the year ended March 31, 2019. The Board recommends
Mitsui Sumitomo Insurance Company Ltd., Japan, engaged a final dividend of 65% i.e. ` 0.65 per share of ` 1/- each
in general insurance business and is a subsidiary of the on the paid-up shares of the Company. With this, the total
Company. CMSGICL offers a wide range of insurance dividend will be ` 1.25 per equity share of ` 1/- each for the
products for individuals and corporates. For individuals, year ended March 31, 2019.
various products are offered under Motor, Travel, Health, CONSOLIDATED FINANCIAL HIGHLIGHTS
Accident and Home Insurance. (` in Crore)
IRDAI has deferred the implementation of Ind-AS for Particulars 2018-19 2017-18
insurance companies till FY 2020-21. Therefore, financials
Total Income 10946.81 8909.90
of CMSGICL have been restated as per Ind-AS for
Total Expenses 8812.02 7215.36
consolidation purposes and the figures reported for
CMSGICL in the annual report are under Ind-AS. Profit Before Share of Profits from
2134.79 1694.54
Associate / Joint Venture and Tax
For SMEs and Corporate clients, CMSGICL offers
Share of Profit from Associate /
customized insurance services such as Property & 1.11 1.07
Joint Venture (Net of Taxes)
Engineering Insurance, Liability Insurance, Marine
Insurance etc., CMSGICL achieved a Gross Direct Premium Profit Before Tax 2135.90 1695.61
of ` 4541.10 Crore during the FY 19 (previous year: Tax Expense (721.07) (568.73)
` 4102.57 Crore), a growth of 11% and the profit before Profit for the year 1414.83 1126.88
tax was ` 280.30 Crore (previous year: ` 287.65 Crore).
Minority Interest (718.13) (576.97)
With a view to conserve its resources, CMSGICL has not
recommended dividend for FY 2018-19. Net Profit for the year 696.70 549.91
11
BUSINESS REVIEW – SUBSIDIARY, ASSOCIATE AND the Company to the shareholders and the resolutions
JOINT VENTURE COMPANIES proposing their appointment under relevant provisions
The Company’s subsidiaries are Cholamandalam MS of the Act, forms part of the notice for AGM.
General Insurance Company Limited and Cholamandalam Mr. M M Murugappan retires by rotation at the forthcoming
Health Insurance Limited. Cholamandalam Investment AGM under the provisions of section 152 of the Act, and
and Finance Company Limited is an associate and being eligible, offers himself for re-appointment.
Cholamandalam MS Risk Services Limited is a joint venture
The Board recommends the re-appointment of
of the Company. There has been no change in the nature
Mr. M M Murugappan as a director at the forthcoming AGM
of business of these companies during the year. Business
performance of these companies are detailed in earlier for approval of the shareholders.
paragraphs of this report. The information as required to be disclosed under
The statement containing salient features of the financial regulation 36(3) of the SEBI (Listing Obligations and
statements of the Company’s associate, subsidiary Disclosure Requirements) Regulations, 2015 (“the Listing
and joint venture company is annexed to this Report as Regulations”), for appointment / reappointment of directors
Annexure A. The consolidated financial statements of the is provided in the notice for AGM.
Company, prepared in accordance with the Companies Act, DECLARATION FROM INDEPENDENT DIRECTORS
2013 (“the Act”) and the relevant Accounting Standards,
The Independent Directors, Ms. Shubhalakshmi Panse,
forms part of the annual report.
Mr. Ashok Kumar Barat and Mr. B Ramaratnam have
The annual report containing standalone and consolidated submitted declaration stating that they meet the criteria of
financial statements will be posted on the website of the independence as required under the provisions of section
Company, www.cholafhl.com. The annual accounts of the 149 of the Act and regulation 16 of the Listing Regulations.
subsidiary companies will also posted on the Company’s
website and be made available for inspection by KEY MANAGERIAL PERSONNEL
shareholders during the business hours at the Registered Pursuant to the provisions of section 203 of the Companies
Office of the Company until the date of the Annual General Act, 2013, Mr. N Ganesh, Manager & Chief Financial
Meeting (“AGM”). A copy of the annual accounts of Officer and Ms. E Krithika, Company Secretary are the key
subsidiaries will be provided to shareholders upon request. managerial personnel of the Company and there were no
DIRECTORS changes during the year.
At the 69th AGM held on July 31, 2018, Mr. M M Murugappan STATUTORY AUDITORS
was appointed as a director liable to retire by rotation. At the 66th AGM held on August 6, 2015, M/s. S R Batliboi
Mr. M B N Rao retired at the conclusion of the 69th AGM & Associates LLP, Chartered Accountants were appointed
held on July 31, 2018 and Mr. N Srinivasan, stepped down as the Statutory Auditors of the Company for a period of
from the Board with effect from August 1, 2018. The Board five years viz., from the conclusion of the 66th AGM till
places on record its appreciation for the contribution
the conclusion of the 71st AGM subject to ratification by
made by Mr. Rao and Mr. Srinivasan during their tenure
members at every AGM.
on the Company’s Board.
Pursuant to the Companies (Amendment) Act, 2017
Mr. Ashok Kumar Barat was appointed as an additional
notified on May 7, 2018, the requirement for ratification
director in the category of an independent director with
of statutory auditors’ appointment at every AGM stands
effect from August 1, 2018 and Mr. Sridharan Rangarajan
omitted. Accordingly, at the 69th AGM held on July 31,
was appointed as an additional director from August 30,
2018, the appointment of M/s. S R Batliboi & Associates
2018. Mr. B Ramaratnam was appointed as an additional
director in the category of an independent director and LLP, as statutory auditors of the company was ratified by
Mr. V Ravichandran as an additional director at the Board the shareholders from the conclusion of 69th AGM till the
meeting held on March 18, 2019. conclusion of 71st AGM and the Board was authorised to
fix remuneration of the auditors on the recommendation of
The additional directors appointed during the year viz.,
the Audit Committee.
Mr. Ashok Kumar Barat, Mr. Sridharan Rangarajan,
Mr. B Ramaratnam and Mr. V Ravichandran hold office The Auditors’ Report to the members for the year ended
till the date of the forthcoming AGM. The Company March 31, 2019 forms part of the annual report and does
has received notice from a shareholder proposing their not contain any qualification or adverse remarks. The
candidature as Directors in the forthcoming AGM. The Auditors have not reported any incident of fraud during the
Board recommends their appointment as directors of year to the Audit Committee of the Company.
12
Corporate Overview Management Reports Financial Statements
13
With the enactment of CSR provisions in the Companies concern, Tube Investments of India Limited (“the Resulting
Act, 2013, the Company has framed a CSR policy and Company”). The scheme of arrangement provided that
the policy is available on the Company’s website at, the stock options granted by the Company under the
http://www.cholafhl.com/article/investors/467. existing ESOP Schemes would continue to be held by the
Pursuant to the provisions of section 135 of the Companies employees concerned whether they are employees of the
Act, 2013, atleast 2% of the average net profits of Company or the Resulting Company. Further, as provided
the Company shall be spent towards CSR activities. in the scheme, post demerger the exercise price of the
Accordingly, the Company has spent an amount of options of the Company was revised by the Nomination &
` 73 Lakh on CSR projects / programmes approved by the Remuneration Committee at its meeting held on November
CSR Committee during the year ended March 31, 2019 as 11, 2017. By virtue of this revision, the exercise price of
against the statutory requirement of ` 72 Lakh. stock options of the Company stands reduced than the
Detailed information on the CSR activities undertaken original exercise price and the balance of the exercise price
during the year is annexed to this Report as Annexure C. becomes the exercise price of the stock options of the
RELATED PARTY TRANSACTIONS Resulting Company.
All transactions that were entered into with related parties During the year, upon exercise of stock options by
during the financial year were in the ordinary course of the eligible option grantees, 52118 and 106420 equity
business and on an arm’s length basis. There were no shares were allotted under ESOP 2007 and ESOP 2016
materially significant related party transactions during the schemes, respectively.
year which may have a potential conflict with the interest of ENERGY CONSERVATION, TECHNOLOGY
the Company at large. Necessary disclosures as required ABSORPTION AND FOREIGN EXCHANGE EARNINGS
under the Indian Accounting Standard (IND AS) have AND OUTGO
been made in the notes to the financial statements. The The Company has no activity relating to consumption of
Company has framed a policy on related party transactions. energy or technology absorption etc. The Company does
None of the Directors had any pecuniary relationships or not have any foreign exchange earnings. There was a
transactions vis-à-vis the Company. foreign exchange outgo, by way of repatriation of dividend,
HUMAN RESOURCES AND PARTICULARS OF amounting to ` 0.008 Crore during the year (previous year
EMPLOYEES ` 0.003 Crore).
Being a Core Investment Company, the number of WHISTLEBLOWER / VIGIL MECHANISM
employees of the Company as on March 31, 2019 was In compliance with the provisions of section 177(9) of
two. The information required to be disclosed under the the Act read with rules made thereunder and the Listing
provisions of section 197 of the Act read with rule 5 of the Regulations, the Company has established a whistleblower
Companies (Appointment & Remuneration of Managerial / vigil mechanism which inter alia facilitates its employees
Personnel) Rules 2014 is annexed to this Report as to report genuine concerns. The mechanism provides for
Annexure D. adequate safeguards against victimisation of persons
EMPLOYEE STOCK OPTION (ESOP) SCHEMES using the mechanism and make provision for direct access
The Company’s ESOP Schemes viz., Employee Stock to the Chairperson of the Audit Committee in appropriate or
Option Plan 2007 (ESOP 2007) and Employee Stock exceptional cases. The policy is available on the Company’s
Option Plan 2016 (ESOP 2016) have been approved by website at, http://www.cholafhl.com/article/investors/34.
the shareholders. During the year there have been no PREVENTION OF SEXUAL HARASSMENT AT
fresh grants under both the schemes. Details in respect WORKPLACE
of ESOP 2007 and ESOP 2016 as required under the Pursuant to the Sexual Harassment of Women at Workplace
SEBI (Share Based Employee Benefits) Regulations, (Prevention, Prohibition & Redressal) Act, 2013, the
2014 are displayed on the Company’s website at Company has a policy for prevention of sexual harassment
http://www.cholafhl.com/article/investors/554. Both the at workplace. An Internal Complaints Committee (ICC)
schemes are in compliance with the SEBI (Share Based is in place to redress complaints received regarding
Employee Benefits) Regulations, 2014. sexual harassment. The policy extends to all employees
As per the scheme of arrangement (demerger), employees (permanent, contractual, temporary and trainees). During
of the Company as on the effective date of demerger, i.e. the year no referrals were received under the policy and no
August 1, 2017 were transferred to the manufacturing complaints were pending at the beginning of the year.
14
Corporate Overview Management Reports Financial Statements
BUSINESS RESPONSIBILITY REPORT accounting standards have been followed and that
The Company abides by a set of enduring values and beliefs there were no material departures therefrom;
called the ‘five lights’ viz., the lights of integrity, passion, b) they have, in the selection of accounting policies,
quality, respect and responsibility in order to be a socially consulted the statutory auditors and have applied their
responsible business, which would on a continuous basis, recommendations consistently and made adjustments
enhance the interests of all its stakeholders. By steadfastly and estimates that are reasonable and prudent so as
upholding the principles of good and robust corporate to give a true and fair view of the state of affairs of the
governance ingrained with discipline, accountability, Company as at March 31, 2019 and of the profit of the
transparency and fairness, the Company constantly Company for the year ended on that date;
endeavours to sustain and enhance itself as a responsible c) they have taken proper and sufficient care for the
corporate citizen. maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
Regulation 34(2) of the Listing Regulations mandate that
2013, for safeguarding the assets of the Company
annual report of top 500 listed entities based on market
and for preventing and detecting fraud and other
capitalisation, shall include a Business Responsibility
irregularities;
Report (BRR) in the prescribed form. Accordingly, a BRR is
annexed to this Report as Annexure E. d) they have prepared the annual financial statements on
a going concern basis;
ANNUAL RETURN
e) they have laid down internal financial controls to
The extract of annual return as required under section be followed by the Company and that such internal
92(3) of the Companies Act, 2013, in the prescribed form financial controls are adequate and were operating
MGT-9 is annexed to this Report as Annexure F. Copy effectively during the year ended March 31, 2019; and
of the return is available on the Company’s website,
f) proper system has been devised to ensure compliance
www.cholafhl.com.
with the provisions of all applicable laws and that such
COMPLIANCE WITH SECRETARIAL STANDARDS systems were adequate and operating effectively
The Company has complied with the applicable Secretarial during the year ended March 31, 2019.
Standards issued by the Institute of Company Secretaries DECLARATIONS / AFFIRMATIONS
of India. During the year:
SECRETARIAL AUDIT • there were no material changes and commitments
Pursuant to the provisions of section 204 of the Companies affecting the financial position of the Company, which
Act, 2013, and the rules made thereunder, the Board have occurred between the end of the financial year of
appointed M/s Srinidhi Sridharan & Associates, Practicing the Company to which the financial statements relate
Company Secretaries, as the secretarial auditor to conduct viz., March 31, 2019 and the date of this Report; &
secretarial audit of the Company for the year ended March • there were no significant material orders passed by
31, 2019. The Report issued by the secretarial auditor in the regulators or courts or tribunals impacting the
the prescribed form MR-3 is annexed to this Report as Company’s going concern status and its operations in
Annexure G. future.
The said secretarial audit report does not contain any ACKNOWLEDGEMENT
qualification or adverse remarks. The Directors wish to thank all customers, investors,
DIRECTORS’ RESPONSIBILITY STATEMENT vendors, financial institutions, banks, Central / State
Governments and joint venture partners for their continued
The Board of Directors confirm that the Company has
support to the Company’s performance and growth. The
in place a framework of internal financial control and
Directors also wish to place on record their appreciation for
compliance system, which is monitored and reviewed by
the contribution made by the employees of the Company
the Audit Committee and the Board, besides the statutory,
resulting in good performance during the year.
internal and secretarial auditors. Further, pursuant to
section 134(5) of the Companies Act, 2013, the Board of
Directors confirm that: On behalf of the Board
15
Form AOC – 1 ANNEXURE A
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of the Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statements of subsidiaries / associate companies / joint
ventures under Ind-AS
Part A - Subsidiaries (` in Crore)
Cholamandalam Cholamandalam
Cholamandalam Cholamandalam
Investment and Cholamandalam MS General
S.No. Particulars / Name of the Subsidiary Home Finance Health Insurance
Finance Company Securities Ltd.* Insurance
Ltd.* Ltd.
Ltd. Company Ltd.
1 Reporting period of the subsidiary 31-Mar-19 31-Mar-19 31-Mar-19 31-Mar-19 31-Mar-19
Reporting currency and exchange rate as on the
2 last date of the relevant financial year in the case of INR INR INR INR INR
foreign subsidiaries.
3 Share capital 156.43 22.50 42.40 298.80 0.05
4 Reserves & Surplus 6019.31 5.04 10.69 1181.91 (0.03)
5 Total Assets (Non-Current and Current Assets) 57426.30 65.73 57.22 10491.45 0.03
6 Total Liabilities (Non-Current and Current Liabilities) 51250.56 38.19 4.14 9010.74 0.02
7 Investments (Non-Current + Current Investments ) 72.92 3.97 4.51 7697.49 -
8 Turnover 6992.64 22.02 41.23 3618.67 -
9 Profit / (Loss) Before Tax 1823.15 2.69 (10.52) 280.30 (0.02)
10 Provision / (Reversal) for Tax 637.00 0.61 2.91 82.10 -
11 Profit / (Loss) After Tax 1186.15 2.08 (7.62) 198.20 (0.02)
12 Proposed Dividend 20% Nil Nil Nil Nil
13 % of shareholding 46.39% 100.00% 100.00% 60.00% 99.86%
*Subsidiaries of Cholamandalam Investment and Finance Company Ltd.
Note: Cholamandalam Health Insurance Limited is yet to commence its operations.
16
Corporate Overview Management Reports Financial Statements
Corporate Governance is about transparency, accountability During the year, Mr. M B N Rao retired at the conclusion of the
and reliability of any organisation. It is about how an 69th Annual General Meeting (AGM), held on July 31, 2018.
organisation is managed through its business structure, Mr. N Srinivasan stepped down from the Board with effect
culture and policies to enhance shareholders’ value and from August 1, 2018. The Board on the recommendation
protect the interests of other stakeholders. Key elements in
of Nomination & Remuneration Committee appointed
corporate governance are timely and adequate disclosure,
Mr. Ashok Kumar Barat as an additional director in the
establishment of internal controls and high standards of
accounting fidelity, product and service quality. category of an independent director with effect August
1, 2018. Mr. Sridharan Rangarajan was appointed as an
The Company, being a part of Murugappa Group, has always
additional director on August 30, 2018.
believed in and practised various elements of corporate
governance. It operates on well defined policies and The Board on the recommendation of Nomination
procedures to maintain highest standards of governance & Remuneration Committee appointed Mr. B Ramaratnam
and is committed to uphold the core values of Murugappa as an additional director in the category of an independent
Group viz., integrity, passion, responsibility, quality and
director and Mr. V Ravichandran as an additional director
respect. The Company firmly believes that good corporate
on March 18, 2019.
governance practices help to enhance its performance
and will continue to focus its efforts in maintaining its high The composition of the Board is in compliance with the
governance standards. SEBI (Listing Obligations and Disclosure Requirements)
BOARD OF DIRECTORS Regulations, 2015 (“Listing Regulations”) and the
Companies Act, 2013 (“the Act”). None of the Directors are
The Board provides strategic guidance on the affairs of the
related to each other.
Company. The Company’s Board comprises of eminent
professionals from diverse fields viz., banking, finance, Independent Directors
manufacturing and general management. The Company’s
independent directors possess several decades of The Independent Directors, Ms. Shubhalakshmi Panse,
experience in financial services industry. They provide Mr. Ashok Kumar Barat and Mr. B Ramaratnam have
independent judgment, external perspective and objectivity submitted declaration confirming that they meet the
on the issues which are placed before them. criteria of independence as prescribed under the Act
Composition & Changes during the year and the Listing Regulations. The Board confirms that in
its opinion the independent directors fulfill the conditions
The Board has been constituted in an appropriate manner
specified under the Act and the Listing Regulations and
comprising of independent and non-independent directors
including a woman director, to ensure proper governance are independent of the management. During the year, the
and management. The directors are elected based on independent directors had a separate meeting on March 18,
their qualification and expertise in varied fields as well as 2019 without the presence of non-independent directors
industry in which the company operates. and management personnel.
The Company’s Board comprises of six directors i.e., Directorships and Committee memberships
three independent and three non-independent directors.
Mr. M M Murugappan, Promoter & Non-Executive Director The Board composition, directorships and committee
is the Chairman of the Board. Brief profile of the directors memberships held by directors in other entities and their
is provided in the annual report for information of the shareholding in the Company as on March 31, 2019 are
shareholders. given in the following table:
17
No. of
No. of
committee
directorships*
memberships No. of shares held
S.No. Name of the Director Category including CFHL
including CFHL$ in the Company
(Out of which as
(Out of which as
Chairman)
Chairman)
842405 equity
Promoter /
1 Mr. M M Murugappan 14(6) 5(3) shares of
Chairman / NED
`1/- each
2 Ms. Shubhalakshmi Panse NED / ID 8 7(3) Nil
3 Mr. Ashok Kumar Barat NED / ID 9 8(3) Nil
4 Mr. B Ramaratnam NED / ID 2 4(2) Nil
5 Mr. Sridharan Rangarajan NED 6 4 Nil
4951 equity shares
6 Mr. V Ravichandran NED 6(1) 2(1)
of `1/- each
CFHL: Cholamandalam Financial Holdings Ltd., NED : Non-Executive Director, ID : Independent Director
*includes directorships in public/private/section 8 companies and excludes foreign companies.
$
includes only memberships in Audit Committee and Stakeholders Relationship Committee.
Details of directorships held by the Board members in other listed entities as on March 31, 2019 are given in the table below:
18
Corporate Overview Management Reports Financial Statements
19
Details of commission provided for / sitting fees paid to Obligations and Disclosure Requirements) (Amendment)
non-executive directors proportionate to their tenure during Regulations, 2018. The Board at the time of constitution
the year ended March 31, 2019 are given in the table below: of committees approves the terms of reference of each
(in `) committee.
Commission@ Sitting
Name of the Director Total Audit Committee
Fees paid
Mr. M M Murugappan 500000 255000 755000 The committee has been constituted in terms of section
Mr. M B N Rao 167123 145000 312123 177 of the Act and regulation 18 of the Listing Regulations.
Ms. Shubhalakshmi Panse 500000 345000 845000 Brief terms of reference
Mr. N Srinivasan 167123 130000 297123 • Oversight of the Company’s financial reporting
Mr. Ashok Kumar Barat 332877 230000 562877 process and disclosure of its financial information;
• Review of financial statements and auditors’ report;
Mr. B Ramaratnam 19178 25000 44178
• Recommendation for appointment, remuneration and
Mr. Sridharan Rangarajan 293151 165000 458151
terms of appointment of auditors of the company;
Mr. V Ravichandran 19178 - 19178
• Approval or any subsequent modification of
Total 1998630 1295000 3293630 transactions of the company with related parties;
@
Commission for FY 2018-19 will be paid after adoption of accounts by the • Scrutiny of inter-corporate loans and investments;
shareholders at the 70th AGM, subject to deduction of taxes.
• Evaluation of internal financial controls and risk
Board Evaluation management systems;
• Review and monitor the auditor’s independence and
Pursuant to the provisions of section 134, schedule IV
performance and effectiveness of audit process;
and the rules made thereunder of the Act and the Listing
• Review of internal audit scope / plan and findings.
Regulations, the evaluation of the Board as a whole,
individual directors and committees of the Board has Composition
been carried out for the year ended March 31, 2019. A
The committee comprises of four members viz.,
structured questionnaire covering various aspects of
Ms. Shubhalakshmi Panse, Mr. Ashok Kumar Barat,
Board’s functioning such as Board’s structure, governance,
Mr. B Ramaratnam and Mr. Sridharan Rangarajan.
dynamics & functioning and financial reporting process,
During the year Mr. M B N Rao, Chairman, retired at
was used for evaluation.
the conclusion of the 69th AGM held on July 31, 2018
As a part of performance evaluation process, each director and Mr. N Srinivasan, stepped down from the Board
evaluated themselves, other Board members, the overall and ceased to be a member with effect from August
Board as well as the functioning of the committees of the 1, 2018. Ms. Panse was elected as the Chairperson of
Board in which they are members. the Committee with effect from September 18, 2018.
Mr. Ashok Kumar Barat and Mr. Sridharan Rangarajan were
The performance evaluation of the Chairman, non
inducted as committee members with effect from August
independent directors and the Board as a whole was
30, 2018 and Mr. B Ramaratnam was inducted into the
carried out by independent directors at their meeting held
committee on March 18, 2019.
on March 18, 2019. The Board carried out performance
evaluation of independent directors, the overall Board and All committee members have financial and accounting
its committees. The Board Chairman briefed the outcome knowledge. In order to acquaint the members of the Audit
of the evaluation process at the Board meeting held on Committee of their roles, and responsibilities, a hand book
March 18, 2019. on Audit Committee is provided to the members at the time
of induction.
COMMITTEES OF THE BOARD
Meetings and Attendance
Various committees have been constituted as per regulatory
requirement and to support the Board in discharging its During the year ended March 31, 2019, the committee met
duties efficiently. The committees of the Board are, Audit six times. The Manager & Chief Financial Officer, Internal
Committee, Nomination & Remuneration Committee, auditor and Statutory auditors are invited to attend quarterly
Stakeholders Relationship Committee and Corporate meetings of the Committee. The committee members had
Social Responsibility Committee. During the year, the a meeting with the representatives of statutory auditors
Board constituted Risk Management Committee on and the internal auditor at separate sessions without the
March 18, 2019 in terms of regulation 21 of the SEBI (Listing presence of management on February 4, 2019.
20
Corporate Overview Management Reports Financial Statements
The attendance of each member at the committee meetings Meetings and Attendance
held during the year is given in the table below: The committee met thrice during the year ended March 31,
No. of meetings 2019. The attendance of each member at the committee
attended (no. of meetings held during the year is given in the table below:
Name of the Member Category meetings held
during their No. of meetings
tenure) attended (no. of
Name of the Member Category
meetings held
Mr. M B N Rao NED / ID 2(2) during their tenure)
Ms. Shubhalakshmi Panse Mr. M B N Rao NED / ID 2(2)
(includes attendance through NED /ID 6(6) Mr. Ashok Kumar Barat
video conference) (includes attendance
NED / ID 1(1)
Mr. N Srinivasan NED 2(2) through video
conference)
Mr. Ashok Kumar Barat
(includes attendance through NED / ID 4(4) Mr. M M Murugappan NED 3(3)
video conference) Ms. Shubhalakshmi
Panse (includes
Mr. B Ramaratnam NED / ID Not applicable NED / ID 3(3)
attendance through video
Mr. Sridharan Rangarajan NED 3(4) conference)
NED : Non-Executive Director, ID : Independent Director NED : Non-Executive Director, ID : Independent Director
21
No. of meetings Brief terms of reference
attended (no. of • Review risk management policy and monitor its
Name of the Member Category
meetings held
during their tenure) implementation;
Mr. M M Murugappan NED 2(2) • Review process for systematic identification and
Mr. N Srinivasan NED 1(1) assessment of the business risks including cyber
Mr. B Ramaratnam NED / ID Not applicable security;
Mr. Sridharan Rangarajan NED 1(1)
• Periodic monitoring of critical risk exposures and
NED: Non-Executive Director, ID: Independent Director
report to the Board the details of any significant
Corporate Social Responsibility (CSR) Committee developments and action taken to manage the
exposures.
The Committee has been constituted in terms of section
Composition
135 of the Act and the rules made thereunder.
The Board constituted Risk Management Committee
Brief terms of reference with effect from March 18, 2019, comprising of four
• Formulation and recommendation to the Board, a members viz., Mr. M M Murugappan (Chairman),
Corporate Social Responsibility Policy, indicating Mr. B Ramaratnam, Mr. Sridharan Rangarajan and
activities to be undertaken by the Company as Mr. N Ganesh and the committee has not met during
specified under Schedule VII of the Companies the year.
Act, 2013; POLICY - BOARD DIVERSITY, BOARD NOMINATIONS
• Recommendation of CSR budget to the Board; AND REMUNERATION
• Monitor CSR activities undertaken by the Company
The success of an organisation in achieving good
from time to time.
performance and governance depends on its ability
Composition to attract quality individuals as Non-Executive and
Independent Directors. In compliance with the requirements
The committee comprises of three members viz., of the Companies Act, 2013, the Board on recommendation
Mr. M M Murugappan (Chairman), Mr. Ashok Kumar of the Nomination & Remuneration Committee, has framed
Barat and Mr. Sridharan Rangarajan. During the year following policies:
Mr. M B N Rao retired at the conclusion of the 69th AGM • Board Diversity policy;
held on July 31, 2018. Mr. N Srinivasan stepped down from
• Policy on Board nominations;
the Board and ceased to be a member with effect from
• Remuneration policy for Directors, Key Managerial
August 1, 2018. Mr. Ashok Kumar Barat and Mr. Sridharan
Personnel and other employees of the Company;
Rangarajan were inducted as members of the Committee
with effect from August 30, 2018. The Board Diversity Policy sets out the approach to diversity
on the Board of the Company in order to ensure a process
Meetings and Attendance which is transparent with diversity of thought, experience,
The committee met twice during the year ended March 31, knowledge, perspective and gender on the Board.
2019. The attendance of each member at the committee The Nomination & Remuneration Committee is responsible
meetings held during the year is given in the table below: for identifying persons for nomination as directors and
evaluating incumbent directors. The policy for Board
No. of meetings
nomination lays down qualifications, positive attributes
attended (no. of
Name of the Member Category and independence criteria for Board positions and
meetings held
during their tenure) re-appointment of directors.
Mr. M B N Rao NED / ID 1(1)
Mr. M M Murugappan NED 2(2) The remuneration policy provides a framework to ensure
Mr. N Srinivasan NED 1(1) reasonableness and sufficiency of remuneration so that
Mr. Ashok Kumar Barat NED / ID 1(1) the Company attracts, retains and motivates resources.
Mr. Sridharan Rangarajan NED Nil(1) The policy reflects remuneration philosophy of the group
NED : Non Executive Director, ID : Independent Director and considers factors to ensure pay structures are
appropriately aligned. The remuneration policy has been
Risk Management Committee
reviewed during the year in line with the SEBI (Listing
The committee has been constituted in terms of regulation Obligations and Disclosure Requirements) (Amendment)
21 of the Listing Regulations. Regulations, 2018.
22
Corporate Overview Management Reports Financial Statements
The above policies are available on the Company’s website 178 of the Act has formulated criteria for appointment of
at http://www.cholafhl.com/article/investors/600. personnel in senior management comprising attributes viz.,
SUBSIDIARY COMPANIES personal traits, competencies, experience and background.
These attributes are considered for nominating candidates
Cholamandalam MS General Insurance Company Limited in senior management position.
(CMSGICL) is a ‘material subsidiary’ of the Company as
per regulation 16(1)(c) of the Listing Regulations. Pursuant MEANS OF COMMUNICATION
to the regulation, policy on material subsidiaries has been The audited as well as unaudited financial results of the
formulated by the Board. The policy has been reviewed Company are informed to the Stock Exchanges as soon
during the year in line with the SEBI (Listing Obligations and as these are approved by the Board. Financial results
Disclosure Requirements) (Amendment) Regulations, 2018.
are published in English in ‘Business Standard’ and ‘The
Cholamandalam Health Insurance Limited is a subsidiary
New Indian Express’ and in Tamil in ‘Dinamani’. A press
of the Company.
release is given along with the publication of the quarterly
The Board members, Mr. M M Murugappan, / annual results, explaining the business environment
Ms. Shubhalakshmi Panse and Mr. Sridharan Rangarajan and performance in order to enable the investing
are also on the Board of CMSGICL. The Audit Committee community to understand the financial results better.
reviews the financial statements of subsidiary / associate / The financial results, shareholding pattern, corporate
joint venture companies and investments made by them. governance report, corporate announcements and other
Minutes of board meetings of subsidiary companies are communication to stock exchanges are available under
placed before the Board at its quarterly meetings along with the ‘Investors’ section on the Company’s website. The
a statement of significant transactions and arrangements if investors’ presentation and call transcripts are also posted
any, entered into by them. on the Company’s website.
The policy on material subsidiaries is available on the The Company sends annual report, intimation of dividend
Company’s website at http://www.cholafhl.com/article/ payment, notices for general meetings and postal ballot
investors/475 by e-mail to those shareholders whose e-mail ids are
RELATED PARTY TRANSACTIONS registered with the Company / Depository Participants
and in hard copies to those shareholders whose e-mail ids
All transactions which were entered into with related parties
are not registered. Disclosures and other communications
during the year were in the ordinary course of business and
are intimated in electronic mode through web portals of
on an arms’ length basis. In terms of section 177 of the
Stock Exchanges to disseminate such information to
Act and regulation 23 of the Listing Regulations, the Audit
the public at large.
Committee reviews transactions with related parties every
quarter. During the year there were no material transactions INVESTOR SERVICE
entered into with related parties which may have potential
The Company attends to investors’ queries / grievances
conflict with the interest of the Company. Disclosure of
in a timely manner and valid requests for share transfers
transactions with related parties as required under IND AS
and transmissions are processed within the regulatory
is set out under Note 20 of the financial statements in the
time frame. Karvy Fintech Private Limited (Karvy) is
annual report.
the Company’s Registrar and Share Transfer Agent.
The Board has formulated a policy on related party Share transfers, transmissions, issue of duplicate share
transactions. The policy has been reviewed during certificate(s), etc., as well as requests for dematerialisation
the year in line with the SEBI (Listing Obligations and / rematerialisation are processed by Karvy at periodical
Disclosure Requirements) (Amendment) Regulations, cycles. Ten investor complaints were received during
2018. The policy is available on the Company’s website at the year, of which two complaints were pending as at
http://www.cholafhl.com/article/investors/476. March 31, 2019. The pending complaints were resolved
CRITERIA FOR APPOINTMENT IN SENIOR and closed since then.
MANAGEMENT
In order to expedite the redressal of complaints, if any,
The Nomination & Remuneration Committee is responsible investors are requested to register their complaints to the
for identifying persons who are qualified to be appointed exclusive e-mail id: investorservices@cfhl.murugappa.com,
in senior management. The committee in terms of section for monitoring follow up action taken.
23
STATUTORY COMPLIANCE CODE OF CONDUCT
The Company has systems in place to remain updated The Board has laid down a code of conduct for all directors
with changes in statutes and the means of compliance. and senior management of the Company as required
An affirmation regarding compliance with the applicable under regulation 17 of the Listing Regulations. During the
statutes by the Compliance Officer is placed before the year the code has been reviewed by the Board and copy
Board on a quarterly basis besides circulation of compliance of the same is available on the Company’s website at
highlights along with the agenda notes. http://www.cholafhl.com/article/investors/33. The directors
INTERNAL CONTROLS and the senior management personnel have furnished their
affirmation of compliance with the Code for the year ended
The Company is conscious of the importance of internal March 31, 2019. A declaration of affirmation in this regard
processes and controls. The Company has adequate certified by the Manager & CFO, is annexed to this report.
internal control systems and review mechanism in place
commensurate with the nature of its business and size. PREVENTION OF INSIDER TRADING
These systems are regularly reviewed and improved upon. The Company has framed and adopted a code of
A certificate from the Manager & CFO with regard to conduct to regulate, monitor and report trading by
financial statements and internal control systems has been designated persons in the securities of the Company
submitted to the Board in terms of regulation 17(8) of the (Code for designated persons), as required under the
Listing Regulations. SEBI (Prohibition of Insider Trading) Regulations 2015. The
DISCLOSURES REGARDING COMMODITY PRICE RISK Code requires pre-clearance for dealing in the Company’s
AND HEDGING ACTIVITIES shares for all transactions by the designated persons and
prohibits the purchase or sale of Company securities by
The Company being a Core Investment Company has no
designated persons while in possession of unpublished
exposure in commodity risks and hedging activities.
price sensitive information (UPSI) in relation to the
WHISTLEBLOWER / VIGIL MECHANISM Company. Further, trading in securities is also prohibited
for designated persons during the period when the trading
The Company has established a whistleblower / vigil
window is closed. The Company also has in place a
mechanism for the employees and the directors as an
code for fair disclosure of unpublished price sensitive
avenue to voice concerns relating to unethical behaviour,
information (Code for fair disclosure). During the year, the
actual or suspected fraud or violation of the Company’s
above codes have been reviewed in line with the SEBI
Code of Conduct. The Ombudsperson appointed by the
(Prohibition of Insider Trading) (Amendment) Regulations,
Board deals with the complaints received and ensures
2018. A policy containing procedures for conduct of inquiry
appropriate action. Report from Ombudsperson is placed
in case of leakage of UPSI or suspected leakage of UPSI
before the Audit Committee every quarter. The mechanism
and a policy for determination of ‘legitimate purposes’ for
also provides for adequate safeguards against victimisation
communicating / procuring UPSI have been laid down and
of persons using the mechanism and provides direct access
forms part of the Code for designated persons and Code
to the chairperson of the Audit Committee in exceptional
for fair disclosure, respectively.
cases. During the year, no personnel have been denied
access to the Audit Committee. The Whistleblower policy The Code for fair disclosure is available on the Company’s
has been reviewed to enable employees report leakage of website at http://www.cholafhl.com/article/investors/493.
unpublished price sensitive information and violation of
FEES PAID TO STATUTORY AUDITORS / NETWORK
code of conduct framed under SEBI (Prohibition of Insider
FIRM / NETWORK ENTITY OF WHICH THE STATUTORY
Trading) (Amendment) Regulations, 2018.
AUDITOR IS A PART
DIVIDEND DISTRIBUTION POLICY
Total fees for all services paid by the Company and its
The Company has framed a dividend distribution policy as subsidiaries, on a consolidated basis, to the statutory
required under regulation 43A of the Listing Regulations. auditor and all entities in the network firm / network entity
Copy of the policy is available on the Company’s website at of which the statutory auditor is a part, for the year ended
http://www.cholafhl.com/article/investors/601. March 31, 2019 is furnished in the following table:
24
Corporate Overview Management Reports Financial Statements
25
Annexure to the Report on Corporate Governance
Declaration on Code of Conduct
To the Members of
Cholamandalam Financial Holdings Limited
This is to confirm that the Board has laid down a Code of Conduct for all Board members and senior management of the
Company. The Code of Conduct has also been posted on the website of the Company.
It is further confirmed that all directors and senior management personnel of the Company have affirmed compliance with
the Code of Conduct of the Company for the year ended March 31, 2019, as envisaged in regulation 34(3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
26
Corporate Overview Management Reports Financial Statements
1. The accompanying Corporate Governance Report prepared by Cholamandalam Financial Holdings Limited (hereinafter
the “Company”), contains details as required in regulation 17 to 27, clauses (b) to (i) of sub-regulation (2) of regulation
46 and para C, D, E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended (“the Listing Regulations”) (“reporting criteria”) for the year ended March
31, 2019 as required by the Company for annual submission to the Stock Exchange.
Management’s Responsibility
2. The preparation of the Corporate Governance Report is the responsibility of the Management of the Company including
the preparation and maintenance of all relevant supporting records and documents. This responsibility also includes
the design, implementation and maintenance of internal control relevant to the preparation and presentation of the
Corporate Governance Report.
3. The Management along with the Board of Directors are also responsible for ensuring that the Company complies with
the conditions of Corporate Governance as stipulated in the Listing Regulations, issued by the Securities and Exchange
Board of India.
Auditor’s Responsibility
4. Pursuant to the requirements of the Listing Regulations, our responsibility is to express a reasonable assurance in the
form of an opinion whether the Company has complied with the conditions of Corporate Governance as specified in the
Listing Regulations.
5. We conducted our examination of the Corporate Governance Report in accordance with the Guidance Note on Reports
or Certificates for Special Purposes and the Guidance Note on Certification of Corporate Governance, both issued
by the Institute of Chartered Accountants of India (“ICAI”). The Guidance Note on Reports or Certificates for Special
Purposes requires that we comply with the ethical requirements of the Code of Ethics issued by the Institute of Chartered
Accountants of India.
6. We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control
for Firms that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services
Engagements.
7. The procedures selected depend on the auditor’s judgement, including the assessment of the risks associated in
compliance of the Corporate Governance Report with the reporting criteria. Summary of key procedures performed
include:
i. Reading and understanding of the information prepared by the Company and included in its Corporate Governance
Report;
ii. Obtained and verified that the composition of the Board of Directors with respect to executive and non-executive
directors has been met throughout the reporting period;
iii. Obtained and read the Directors’ Register as on March 31, 2019 and verified that atleast one women director was
on the Board during the year;
27
iv. Obtained and read the minutes of the following committee meetings held from April 01, 2018 to March 31, 2019:
(a) Board of Directors meeting;
(b) Audit Committee;
(c) Annual General meeting;
(d) Nomination and Remuneration Committee;
(e) Stakeholders Relationship Committee; and
(f) Corporate Social Responsibility Committee;
v. Obtained and read the policy adopted by the Company for Related Party transactions.
vi. Obtained the schedule of related party transactions during the year and balances at the year end. Obtained and
read the minutes of the audit committee meeting where in such related party transactions have been approved by
the audit committee.
vii. Obtained necessary representations and declarations from directors of the Company including the independent
directors; and
viii. Performed necessary inquiries with the management and also obtained necessary specific representations from
management.
8. The above-mentioned procedures include examining evidence supporting the particulars in the Corporate Governance
Report on a test basis. Further, our scope of work under this report did not involve us performing audit tests for the
purposes of expressing an opinion on the fairness or accuracy of any of the financial information or the financial
statements of the Company taken as a whole.
Opinion
9. Based on the procedures performed by us as referred in paragraph 7 above, and according to the information and
explanations given to us, we are of the opinion that the Company has complied with the conditions of Corporate
Governance as specified in the Listing Regulations, as applicable for the year ended March 31, 2019, referred to in
paragraph 1 above.
10. This report 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.
11. This report is addressed to and provided to the members of the Company solely for the purpose of enabling it to
comply with its obligations under the Listing Regulations with reference to compliance with the relevant regulations of
Corporate Governance and should not be used by any other person or for any other purpose. Accordingly, we do not
accept or assume any liability or any duty of care or for any other purpose or to any other party to whom it is shown or
into whose hands it may come without our prior consent in writing. We have no responsibility to update this report for
events and circumstances occurring after the date of this report.
28
Corporate Overview Management Reports Financial Statements
Pursuant to Regulation 34(3) read with Schedule V Para-C Sub clause (10) (i) of Securities Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015
The Members,
Cholamandalam Financial Holdings Limited
(Formerly known as TI Financial Holdings Limited)
CIN: L65100TN1949PLC002905
‘Dare House’, No.234, N S C Bose Road, Chennai- 600001
We have examined the relevant books, papers, minutes books, forms and returns filed, notices received from the Directors
during the financial year under review and other records maintained by the Company and also the information provided by
the Company, its officers, agents and authorized representatives of CHOLAMANDALAM FINANCIAL HOLDINGS LIMITED
(Formerly known as TI Financial Holdings Limited) (CIN: L65100TN1949PLC002905) having its Registered Office at ‘Dare
House’, No.234, N S C Bose Road, Chennai- 600001 (hereinafter referred to as “The Company”) for the purpose of issue of
certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10 (i) of Securities Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended vide Notification No: SEBI/LAD-
NRO/GN/2018/10 dated May 9, 2018 issued by the Securities and Exchange Board of India.
In our opinion and to the best of our knowledge and based on such examination as well as information and explanations
furnished to us, which to the best of our knowledge and belief were necessary for the purpose of issue of this certificate
and based on such verification as considered necessary, we hereby certify that None of the Directors as stated below on
the Board of the Company as on 31st March 2019 have been debarred or disqualified from being appointed or continuing
as Director of the Company by the Securities and Exchange Board of India (SEBI)/ Ministry of Corporate Affairs or any such
other statutory authority.
CS Srinidhi Sridharan
C.P NO.17990
Place : Chennai ACS.NO.47244
Date : May 3, 2019 UIN: S2017TN472300
29
General Shareholder Information
30
Corporate Overview Management Reports Financial Statements
Financial year to Date of Due date of address of members. Members are also advised to
which dividend declaration transfer to intimate their bank account details to RTA, to enable
relates IEPF incorporation of the same on dividend warrants. This
2014-15 - Interim 04.02.2015 12.03.2022 would help to prevent fraudulent encashment of
- Final 10.08.2015 16.09.2022 dividend warrants.
2015-16 - Interim 04.02.2016 12.03.2023 (b) Shareholders holding shares in demat form
- Final 08.08.2016 13.09.2023
Shareholders can make use of National Automated
2016-17 - Interim 06.02.2017 14.03.2024
Clearing House (NACH) facility to receive dividends
2017-18 - Interim 05.02.2018 12.03.2025
directly to their bank accounts thereby avoiding the
- Final 31.07.2018 06.09.2025
hassles relating to handling of physical warrants
2018-19 - Interim 04.02.2019 12.03.2026 besides elimination of risk of loss in postal transit
The Company sends periodic intimation to the / fraudulent encashment of warrants. Accordingly,
shareholders concerned, advising them to claim dividend shareholders are requested to provide bank account
from the Company. Further, the Company has published details to depository participant / RTA, to process the
notices in newspaper regarding the due date for transfer dividend payments through ECS / NACH mode. If there
of dividend and shares to the IEPF. Unclaimed / unpaid is any change in bank account details, shareholders
dividends up to the interim dividend of FY 2011-12 have are requested to advise their Depository Participant(s)
been transferred to the IEPF. Details of unclaimed / unpaid / Company’s RTA, as the case may be, immediately
dividend as on the date of the last annual general meeting, about the change.
i.e. July 31, 2018, is available on the Company’s website for SHARE TRANSFER AND INVESTOR SERVICE SYSTEM
the benefit of the shareholders. No claim shall lie against
Request for share transfers / transmission of shares and
the Company for the amounts so transferred nor shall any
other requests from shareholders holding shares in physical
payment be made in respect of such claims. Shareholders
form are processed by the Company’s RTA, Karvy Fintech
who have not claimed their dividend are requested to
Private Limited. The Board has delegated the power to
approach Karvy or the Company.
approve transfers and transmissions to the Stakeholders
TRANSFER OF SHARES TO IEPF Relationship Committee. Requests for transfer and
transmission of shares are processed within the regulatory
Pursuant to Section 124(6) of the Companies Act, 2013 read
time frame. Periodical confirmation / reports with regard to
with the Investors Education and Protection Fund Authority
share transfers are obtained for monitoring investor service
(Accounting, Audit, Transfer and Refund) Rules, 2016 system.
(“the Rules”), shares in respect of which dividend remains
unpaid or unclaimed for a continuous period of seven As per SEBI mandate, effective April 1, 2019, securities of
years or more, are required to be transferred to the listed companies can be transferred only in dematerialised
Investors Education and Protection Fund. As per the form. In view of this requirement and to avail various
aforesaid requirement, during the year the Company benefits of dematerialisation, intimation has been sent to
has transferred 40997 equity shares to the IEPF. After members who hold shares in physical form, requesting
them to get their shares dematerialised.
processing a shareholder’s claim for 165 shares during
the year, 659325 equity shares of the Company are lying in Details of complaints received and redressed
the demat account of the IEPF as on March 31, 2019. The
Received Resolved Pending as
unclaimed dividend and corresponding shares transferred Nature of
during the during the on end of
to IEPF, including benefits accruing on such shares, if any, complaints
year year the year
can be claimed back from the IEPF Authority following the
Non receipt of
procedure prescribed in the Rules. 3 2 1*
dividend
INSTRUCTIONS TO SHAREHOLDERS Non receipt of
share certificate 1*
(a) Shareholders holding shares in physical form 7 6
after transfer /
Requests for change of address shall be sent to transmission
*Both complaints have since been resolved and closed.
the Company’s Registrar & Transfer Agent viz.,
M/s. Karvy Fintech Private Limited for facilitating There were no complaints pending at the beginning of the
them to forward the dividend warrants to the latest financial year.
31
MARKET PRICE DATA AND COMPARISON
Monthly high and low price of the Equity Shares of the Company during 2018-19 are as follows:
National Stock Exchange of India Ltd. BSE Ltd.
Month
High ( In `) Low ( In `) Volume High ( In `) Low ( In `) Volume
Apr-18 722.45 651.90 24,35,793 719.25 652.25 6,44,246
May-18 732.50 669.60 11,04,830 726.55 670.00 1,76,483
Jun-18 669.85 598.35 14,91,945 671.75 598.00 5,92,834
Jul-18 648.30 606.35 21,99,822 656.00 603.50 2,29,540
Aug-18 624.30 586.60 10,74,768 620.00 584.00 2,92,282
Sep-18 590.60 551.90 12,63,169 589.85 552.90 24,545
Oct-18 554.65 484.70 21,39,434 553.25 481.50 25,725
Nov-18 520.85 469.65 12,42,173 517.10 472.55 5,29,699
Dec-18 526.20 500.45 20,87,517 524.50 496.35 99,522
Jan-19 515.90 444.30 11,47,132 517.35 439.05 1,20,405
Feb-19 464.65 420.10 16,66,434 460.15 419.00 20,206
Mar-19 499.55 452.70 11,89,731 495.95 454.95 5,65,853
CFHL Share price performance in comparison with NSE NIFTY
12000 750
11500 700
10500 600
10000 550
9500 500
9000 450
8500 400
April 18 May 18 Jun 18 Jul 18 Aug 18 Sep 18 Oct 18 Nov 18 Dec 18 Jan 19 Feb 19 Mar 19
NIFTY CFHL
32
Corporate Overview Management Reports Financial Statements
The shareholders approved the said special resolution with requisite majority.
POSTAL BALLOT
During the year approval of the shareholders was obtained through postal ballot in respect of special resolution for change
in the name of the company on November 12, 2018. Mr. R Sridharan of M/s. R Sridharan & Associates, Practicing Company
Secretaries, was the scrutiniser for the postal ballot process including e-voting. The voting results were declared on November
14, 2018. In supersession to the resolution passed on November 12, 2018, shareholders’ approval through postal ballot was
obtained for change in the name of the company from “TI Financial Holdings Limited” to “Cholamandalam Financial Holdings
Limited” and consequential amendment to the memorandum and articles of association on February 23, 2019 vide special
resolution. Mr. G Subramaniam of M/s. R Sridharan & Associates, Practicing Company Secretaries, was the scrutiniser for
the postal ballot process including e-voting. The voting results were declared on February 25, 2019. The resolution passed
on November 12, 2018 was rescinded and not given effect by the company. The voting results and the scrutiniser’s report of
the above postal ballots are available on the Company’s website at http://www.cholafhl.com/postalballot. The postal ballots
were carried out as per the provisions of sections 108 and 110 and other applicable provisions of the Act, read with the rules
framed thereunder.
33
At present, there is no proposal to pass any resolution through postal ballot.
Voting pattern of the Special Resolutions passed through Postal Ballot
UNCLAIMED SHARES
In accordance with regulation 34(3) and Schedule V - Part F of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, details in respect of equity shares lying in the Unclaimed Suspense Account of the Company are given
in the table below:
No. of No. of
S. No. Particulars
shareholders shares
1 Aggregate number of shareholders and the outstanding shares lying in the
1155 1176306
Unclaimed Suspense Account as on 01.04.2018
2 Number of shareholders who approached for transfer of their shares from the
36 94720
Unclaimed Suspense Account during the year
3 Number of shareholders to whom shares were transferred from the Unclaimed
36 94720
Suspense Account during the year
4 Number of shareholders whose shares were transferred to the Investor
46 33090
Education & Protection Fund during the year
5 Aggregate number of shareholders and the outstanding shares lying in the
1073 1048496
Unclaimed Suspense Account as on 31.03.2019
Shareholders who continue to hold the share certificates with face value of ` 10 / ` 2 each are entitled to claim the Equity
Shares with face value of ` 1 from the Unclaimed Suspense Account. The voting rights on the shares outstanding in the
suspense account as on March 31, 2019 shall remain frozen till the rightful owner of such share claims the shares. On receipt
of the claim, the Company will, after verification, arrange to credit the Equity Shares to the demat account of the shareholder
concerned or deliver the share certificate to the shareholder in physical mode after re-materialisation.
CONTACT DETAILS
For assisting and handling investor grievances:
Ms. E Krithika
Company Secretary
‘Dare House’, No. 234, NSC Bose Road, Chennai – 600 001
e-mail : investorservices@cfhl.murugappa.com, krithikae@cfhl.murugappa.com
Phone : 044 4090 7638, Fax : 044 4211 0404
34
Corporate Overview Management Reports Financial Statements
35
ANNEXURE D
Date of
Gross
Designation / Qualification and commencement Previous
Name (Age) remuneration
Nature of duties experience (years) of employment / employment
paid (`)
deputation
Cholamandalam
Manager & Chief B.Com, ACA ( 23 Investment and
N Ganesh (46) 71,16,270 August 9, 2017
Financial Officer years) Finance Company
Limited
Cholamandalam MS
Company M.Com, ACS (13
E Krithika (39) 19,79,129 August 9, 2017 General Insurance
Secretary years)
Company Limited
Notes:
1. The Company has 2 employees, i.e. the Key Managerial Personnel (KMPs). Details of the KMPs as per the Rules are furnished in the table above.
2. Mr. Ganesh is employed on deputation basis from Cholamandalam Investment and Finance Company Limited (CIFCL). The remuneration of Mr.
Ganesh represents the deputation cost paid to CIFCL. The remuneration of Ms. Krithika given above includes salary, allowances, company’s
contribution to provident fund and gratuity fund computed as per Income Tax Act / Rules.
3. None of the above employees are related to any director of the Company and hold shares in the Company.
4. None of the above employees are vested with stock options under the Company’s Employee Stock Option Schemes.
(ii) Ratio of remuneration of each Director to the median remuneration of the employees of the Company for the
financial year:
(iii) Percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer & Company
Secretary in the financial year:
Directors : Not applicable. All directors are paid sitting fees at the same scale for attending Board and Committee
meetings. In addition to the sitting fees, a fixed sum is paid as a commission to all directors, proportionate to their
tenure on the Board.
KMPs: Manager & CFO - 20%; Company Secretary - 10%
36
Corporate Overview Management Reports Financial Statements
37
Business Responsibility Report ANNEXURE E
1 Does the Company have any subsidiary company/ Yes. Please refer Board’s report for details.
companies?
2 Do the subsidiary company/companies participate in No
the BR Initiatives of the parent company? If yes, then
indicate the number of such subsidiary company(s)
3 Do any other entity/entities (e.g. suppliers, No
distributors etc.) that the Company does business
with, participate in the BR initiatives of the Company?
If yes, then indicate the percentage of such entity/
entities? [Less than 30%, 30-60%, More than 60%]
38
Corporate Overview Management Reports Financial Statements
SECTION D: BR INFORMATION
1. Details of Director / Directors responsible for BR:
(a) Details of the director/directors responsible for
implementation of the BR policy/policies
1. DIN 01814413
2. Name Sridharan Rangarajan
3. Designation Director
4. Telephone Number 044 - 25306204
5. E-mail Id sridharanr@corp.murugappa.com
(b) Details of the BR head Same as above
39
2b. If answer to Sl. No. 1 against any principle, is ‘No’, please explain why:
No. Questions P.1 P.2 P.3 P.4 P.5 P.6 P.7 P.8 P.9
1 The Company has not understood the Principles - - - - - - - - -
The Company is not at a stage where it finds itself in a position to
2 - - - - - - - - -
formulate and implement the policies on specified principles
The Company does not have financial or manpower resources
3 - - - - - - - - -
available for the task
4 It is planned to be done within next 6 months NA NA NA NA NA NA NA NA NA
5 It is planned to be done within the next 1 year NA NA NA NA NA NA NA NA NA
6 Any other reason (please specify) - - - - - - - - -
3. Governance related to BR
a) Indicate the frequency with which the Board of Directors, The BR performance is assessed annually.
committee of the Board or CEO to assess the BR performance
of the Company. Within 3 months, 3-6 months, Annually,
more than 1 year.
b) Does the Company publish a BR or a Sustainability Report? Yes. The report is published annually and is available on the
What is the hyperlink for viewing this report? How frequently website of the Company at http://www.cholafhl.com/article/
it is published? investors/688
40
Corporate Overview Management Reports Financial Statements
a) Has the Company mapped its internal and external Yes. The Company has processes and procedures in
stakeholders? place to engage with the stakeholders.
b) Out of the above, has the Company identified the No. However, the company ensures that there is no
disadvantaged, vulnerable & marginalized stakeholders? discrimination against the marginalized stakeholders.
c) Are there any special initiatives taken by the Company Not applicable
to engage with the disadvantaged, vulnerable and
marginalized stakeholders?
a) Does the policy of the Company on human rights cover The Company’s policy on human rights is imbibed in its
only the Company or extend to the Group/Joint Ventures/ values represented in the five lights guiding the Company,
Suppliers/Contractors/NGOs/Others? its group companies and their employees across all
spheres. The alignment with this value system is expected
out of every person dealing with the Company.
b) How many stakeholder complaints have been received in Ten investor complaints were received during the year.
the past financial year and what percent was satisfactorily All the complaints were satisfactorily resolved by the
resolved by the management? management.
a) Does the policy related to Principle 6 cover only the As a holding and an investment company with limited
Company or extends to the Group / Joint Ventures / number of employees, the Company does not have a
Suppliers/ Contractors/NGOs/others. direct environmental impact.
b) Does the Company have strategies/initiatives to address No
global environmental issues such as climate change,
global warming etc.?
c) Does the Company identify and assess potential No
environmental risks?
41
d) Does the Company have any project related to Clean Not applicable
Development mechanism?
e) Has the Company undertaken any other initiatives on - clean No
technology, energy efficiency, renewable energy, etc. ?
f) Are the emissions/wastes generated by the Company Not applicable
within the permissible limits given by CPCB/SPCB for the
financial year being reported?
g) Number of show cause/legal notices received from CPCB/ Nil
SPCB which are pending (i.e. not resolved to satisfaction)
as on end of financial year.
a) Does the Company have specified programmes/initiatives/ Yes. The Company has framed a Corporate Social
projects in pursuit of the policy related to Principle 8? Responsibility policy (CSR policy). CSR projects /
programmes identified in line with the CSR policy are
undertaken by the Company. Please refer CSR Report for
further details.
b) Are the programmes/projects undertaken through in- Yes. Please refer CSR Report.
house team/own foundation/external NGO/government
structures/any other organization?
c) Have you done any impact assessment of your initiative? Impact assessment study is done for major initiatives of
the Company.
d) What is your Company's direct contribution to community Yes. Please refer CSR Report.
development projects- Amount in INR and the details of
the projects undertaken?
e) Have you taken steps to ensure that this community Initiatives are identified based on the requirement of the
development initiative is successfully adopted by the community such that the benefits out of them are of an
community? enduring nature like operation of mobile medical unit,
infrastructure and sanitation facilities for schools and
hospitals etc.
a) What percentage of customer complaints/consumer Out of 10 complaints received from shareholders during
cases are pending as on the end of financial year? the year, 2 complaints i.e. 20% complaints were pending
as at end of the financial year. Both complaints have since
been resolved and closed.
b) Does the Company display product information on the Not applicable, since the Company is into investment
product label, over and above what is mandated as per activity.
local laws?
c) Is there any case filed by any stakeholder against the No
Company regarding unfair trade practices, irresponsible
advertising and/or anti-competitive behaviour during the
last five years and pending as on end of financial year?
d) Did your Company carry out any consumer survey/ No
consumer satisfaction trends?
42
Corporate Overview Management Reports Financial Statements
Holding/
% of shares Applicable
S.No Name and Address of the Company CIN/GLN Subsidiary/
held Section
Associate
1 Cholamandalam Investment and Finance L65993TN1978PLC007576 Associate 46.39 2(6)
Company Ltd.*
“Dare House”, No.2, N S C Bose Road
Chennai – 600 001
2 Cholamandalam MS General Insurance U66030TN2001PLC047977 Subsidiary 60.00 2(87)(ii)
Company Ltd.
“Dare House”, No.2, N S C Bose Road
Chennai – 600 001
3 Cholamandalam MS Risk Services Ltd. U74140TN1994PLC029257 Joint Venture 49.50 2(6)
“Dare House”, No.2, N S C Bose Road
Chennai – 600 001
4 Cholamandalam Health Insurance Ltd. U66020TN2017PLC117783 Subsidiary 99.86 2(87)(ii)
“Dare House”, No.2, N S C Bose Road
Chennai – 600 001
*Considered as a subsidiary under Ind-AS
43
IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Shareholding
No. of shares held No. of shares held
at the end of the year (01-Apr-2018) at the end of the year (31-Mar-2019) % Change
S.No Category of Shareholders during the
% of total % of total year
Demat Physical Total Demat Physical Total
shares shares
(A) PROMOTER AND PROMOTER
GROUP*
(1) INDIAN
(a) Individual/HUF 16124727 - 16124727 8.60 13483452 - 13483452 7.18 (1.42)
(b) Central Government - - - - - - - - -
(c) State Government(s) - - - - - - - - -
(d) Bodies Corporate 73232265 - 73232265 39.05 72424485 - 72424485 38.59 (0.46)
(e) Banks / Financial Institutions - - - - - - - - -
(f) Any other: 2135675 - 2135675 1.14 5606730 - 5606730 2.99 1.85
Sub-Total A(1): 91492667 - 91492667 48.79 91514667 - 91514667 48.76 (0.03)
(2) FOREIGN
Individuals (NRIs/Foreign
(a) - - - - - - - - -
Individuals)
(b) Bodies Corporate - - - - - - - - -
(c) Institutions - - - - - - - - -
(d) Qualified Foreign Investor - - - - - - - - -
(e) Any other: 17032 - 17032 0.01 17032 - 17032 0.01
Sub-Total A(2): 17032 - 17032 0.01 17032 - 17032 0.01 -
Total Shareholding of
Promoter and Promoter Group 91509699 - 91509699 48.80 91531699 - 91531699 48.77 (0.03)
(A)=(A1)+(A2)
(B) PUBLIC SHAREHOLDING
(1) INSTITUTIONS
(a) Mutual Funds / UTI 27479527 - 27479527 14.65 31743146 - 31743146 16.91 2.26
(b) Banks / Financial Institutions 927652 7350 935002 0.50 903392 7350 910742 0.49 (0.01)
(c) Central Government - - - - - - - - -
(d) State Government(s) - - - - - - - - -
(e) Venture Capital Funds - - - - - - - - -
(f) Insurance Companies 2936126 - 2936126 1.57 2936126 - 2936126 1.56 (0.01)
Foreign Institutional Investors /
(g) 21749938 236660 21986598 11.72 19317555 236660 19554215 10.42 (1.30)
Foreign Portfolio Investors
(h) Foreign Venture Capital Investors - - - - - - - - -
(i) Any other: - - - - 175 - 175 - -
Sub-Total B(1): 53093243 244010 53337253 28.44 54900394 244010 55144404 29.38 0.94
(2) NON-INSTITUTIONS
(a) Bodies Corporate 9835598 4140 9839738 5.25 9672562 4140 9676702 5.15 (0.10)
(b) Individuals
(i) Individual Shareholders holding
nominal share capital upto 16852423 1237491 18089914 9.64 16719091 1003981 17723072 9.44 (0.21)
` 1 Lakh
*Holdings regrouped within category.
44
Corporate Overview Management Reports Financial Statements
Note: The increase in paid up share capital is on account of allotment of shares to option grantees under the Company’s ESOP Schemes.
45
Shareholding at the beginning of the year Shareholding at the end of the year
% of the % Change in
% of the shares shareholding
S.No Shareholder’s Name % of total % of total shares
No. of pledged/ No. of during the
shares of the shares of the pledged/
shares encumbered to shares year
company company encumbered to
total shares
total shares
19 E.I.D. - Parry (India) Ltd. - - - - - - -
20 Coromandel International
Ltd. (Formerly known as - - - - - - -
Coromandel Fertilizers Ltd.)
21 New Ambadi Estates
- - - - - - -
Private Ltd.
22 Tube Investments of India
Ltd. (formerly, TI Financial - - - - - - -
Holdings Ltd.)
23 Ambadi Enterprises Ltd. 1058200 0.56 - 1058200 0.56 - -
24 Ambadi Investments Ltd.# 70066595 37.36 - 70066595 37.33 - (0.03)
25 Carborundum Universal Ltd. 1000 0.00 - 1000 0.00 - -
26 Murugappa & Sons
(M/s M V Murugappan,
M A Alagappan & - - - - - - -
M M Murugappan hold
shares on behalf of the firm)
Total 81113090 43.25 0.045 79465150 42.34 0.025 (0.91)
Note : The above table does not include holdings of promoter group aggregating to 12066549 shares (6.43%) as at March 31, 2019.
# Decrease in % of holding is on account of increase in share capital.
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs)
Shareholding at the beginning Cumulative shareholding
(01-Apr-2018) / end of the Increase/ during the year
S.No. Shareholder's Name year (31-Mar-2019) Date Decrease in Reason (01-Apr-2018 to 31-Mar-2019)
No. of % of total shares share holding No. of % of total shares
shares of the company shares of the company
1 HDFC Trustee Company Limited - A/C HDFC Balanced Fund 12715490 6.78 12715490 6.78
08/06/2018 3930000 Purchase 16645490 8.87
08/06/2018 (3930000) Sale 12715490 6.78
14/12/2018 (3000) Sale 12712490 6.77
08/02/2019 (73000) Sale 12639490 6.73
15/03/2019 (198600) Sale 12440890 6.63
22/03/2019 (500) Sale 12440390 6.63
29/03/2019 (203000) Sale 12237390 6.52
12237390 6.52 31/03/2019 12237390 6.52
46
Corporate Overview Management Reports Financial Statements
47
Shareholding at the beginning Cumulative shareholding
(01-Apr-2018) / end of the Increase/ during the year
S.No. Shareholder's Name year (31-Mar-2019) Date Decrease in Reason (01-Apr-2018 to 31-Mar-2019)
No. of % of total shares share holding No. of % of total shares
shares of the company shares of the company
6 L&T Mutual Fund Trustee Limited - L&T Emerging Businesses Fund 2962002 1.58 2962002 1.58
13/04/2018 100000 Purchase 3062002 1.63
03/08/2018 (150000) Sale 2912002 1.55
10/08/2018 (104663) Sale 2807339 1.50
31/08/2018 (70200) Sale 2737139 1.46
07/09/2018 (242858) Sale 2494281 1.33
14/09/2018 (61215) Sale 2433066 1.30
12/10/2018 (608298) Sale 1824768 0.97
16/11/2018 (327000) Sale 1497768 0.80
23/11/2018 (16203) Sale 1481565 0.79
30/11/2018 (266231) Sale 1215334 0.65
01/02/2019 (155000) Sale 1060334 0.56
08/02/2019 (72000) Sale 988334 0.53
15/02/2019 (265804) Sale 722530 0.38
15/03/2019 (209920) Sale 512610 0.27
29/03/2019 (220000) Sale 292610 0.16
292610 0.16 31/03/2019 292610 0.16
7 Life Insurance Corporation of India 2936046 1.57 no movement 2936046 1.57
31/03/2019 2936046 1.56
8 Toyota Tsusho Corporation 2700000 1.44 no movement 2700000 1.44
31/03/2019 2700000 1.44
9 UTI (Multi Asset Fund) 2638952 1.41 2638952 1.41
06/04/2018 7979 Purchase 2646931 1.41
06/04/2018 (5176) Sale 2641755 1.41
13/04/2018 6298 Purchase 2648053 1.41
20/04/2018 9610 Purchase 2657663 1.42
27/04/2018 10247 Purchase 2667910 1.42
04/05/2018 2145 Purchase 2670055 1.42
11/05/2018 11785 Purchase 2681840 1.43
18/05/2018 43841 Purchase 2725681 1.45
18/05/2018 (3287) Sale 2722394 1.45
08/06/2018 12000 Purchase 2734394 1.46
15/06/2018 42454 Purchase 2776848 1.48
15/06/2018 (25593) Sale 2751255 1.47
06/07/2018 21205 Purchase 2772460 1.48
06/07/2018 (25550) Sale 2746910 1.46
13/07/2018 22791 Purchase 2769701 1.48
13/07/2018 (7791) Sale 2761910 1.47
20/07/2018 10000 Purchase 2771910 1.48
27/07/2018 67000 Purchase 2838910 1.51
27/07/2018 (2024) Sale 2836886 1.51
03/08/2018 28675 Purchase 2865561 1.53
10/08/2018 110983 Purchase 2976544 1.59
24/08/2018 5156 Purchase 2981700 1.59
24/08/2018 (25000) Sale 2956700 1.58
31/08/2018 60000 Purchase 3016700 1.61
07/09/2018 142013 Purchase 3158713 1.68
14/09/2018 51874 Purchase 3210587 1.71
14/09/2018 (7673) Sale 3202914 1.71
21/09/2018 65537 Purchase 3268451 1.74
28/09/2018 30579 Purchase 3299030 1.76
05/10/2018 33955 Purchase 3332985 1.78
48
Corporate Overview Management Reports Financial Statements
49
(v) Shareholding of Directors and Key Managerial Personnel
Cumulative
Shareholding at the
shareholding
beginning of the year
during the year
S.
For each of the Directors and KMP
No.
% of total % of total
No. of No. of
shares of the shares of the
shares shares
Company Company
1 Mr. M M Murugappan, Chairman (Non-Executive Director)
At the beginning of the year 1730535 0.92 - -
Date-wise decrease in shareholding during the year:
- 31.12.2018 (388130) (0.21) - -
- 26.03.2019 (500000) (0.27) - -
At the end of the year 842405 0.45 842405 0.45
2 Mr. N Srinivasan, Non-Executive Director*
At the beginning of the year 69467 0.04 - -
Date-wise increase in shareholding during the year - - - -
At the end of the year Not applicable
3 Mr. V Ravichandran, Non-Executive Director@
At the beginning of the year Not applicable
Date-wise increase in shareholding during the year - - - -
At the end of the year 4951 0.002 4951 0.002
Note: None of the other Directors or Key Managerial Personnel hold shares in the Company.
*Ceased to be a director from August 1, 2018
@
Appointed as a director from March 18, 2019
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment. (` in Crore)
50
Corporate Overview Management Reports Financial Statements
51
C. Remuneration to Key Managerial Personnel other than Managing Director / Manager / Whole-time Director
(` in Crore)
Key Managerial Personnel
S. No. Particulars of Remuneration Chief Financial Company Total
Officer Secretary Amount
1 Gross Salary - 0.18 0.18
(a) Salary as per provisions contained in Section 17(1)
- - -
of the Income-tax Act, 1961
(b) Value of perquisites under Section 17(2) of Income-
- - -
tax Act, 1961
(c) Profits in lieu of salary under Section 17(3) of
- - -
Income-tax Act, 1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission
- as % of Profit - - -
- others, specify
5 Others (deputation cost)* 0.71 - 0.71
Total 0.71 0.18 0.89
*Represents the deputation cost paid / payable to Cholamandalam Investment & Finance Company Limited (includes remuneration as Manager).
VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES
There were no penalties, punishment or compounding of offences during the year ended March 31, 2019.
52
Corporate Overview Management Reports Financial Statements
53
under the other applicable Acts, Rules, Regulations and for meaningful participation at the meeting. Notes
and Guidelines prescribed under various laws which on agenda which are circulated less than the specified
are applicable to the Company and categorized under period, the necessary compliances under the Companies
the following major heads/groups: Act, 2013 and Secretarial Standards on Board Meeting
a) Reserve Bank of India Act, 1934, Rules, are complied with. There are certain businesses that can
Regulations, guidelines, circulars, directions, be transacted through Video Conferencing / Audio Visual
notifications made there under. means as provided for under the Companies Act, 2013 and
the relevant Rules made there under. The Company has
b) Non-Banking Financial (Non-Deposit Accepting
properly convened & recorded in compliance with Rule 3
or Holding) Companies Prudential Norms
of Companies (Meetings of Board and its Powers) Rules,
(Reserve Bank) Directions, 2007.
2014 businesses that have been transacted through Video
c) NBFC Auditors Report Reserve Bank Directions, Conferencing / Audio Visual means.
1998.
Based on the verification of the records and minutes, the
d) NBFC Public Deposits RBI Directions 1998. decisions at the Board / Committee Meetings were taken
(vii) The Company has filed an application for registration with the consent of the Board of Directors / Committee
as a Core Investment Company, (Non-Deposit Members and no Director / Member had dissented on
Accepting) with Reserve Bank of India (RBI) under any of the decisions taken at such Board / Committee
section 45 IA of the RBI Act, 1934. Meetings. Further, in the minutes of the General Meeting
With respect to the applicable financial laws such as and proceedings of Postal Ballot, the voting results
direct and indirect tax laws, based on the information & including number of votes cast against the resolutions have
explanations provided by the management and officers been recorded.
of the Company and certificates placed before the We further report that based on review of compliance
Board of Directors, we report that adequate systems mechanism established by the Company we are of the
are in place to monitor and ensure compliance. opinion that the management has adequate systems and
We have also examined compliance with the applicable processes commensurate with its size and operations, to
clauses / regulations of the following: monitor and ensure compliance with all applicable laws,
rules, regulations and guidelines.
(i) Secretarial Standards with respect to Meetings of
Board of Directors (SS-1) and General Meetings We further report that the above mentioned Company
(SS-2) issued by The Institute of Company being a listed entity, this report is also issued pursuant to
Secretaries of India. Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as amended and circular
(ii) The Uniform Listing Agreement entered into with
No.CIR/CFD/CMD1/27/2019 dated 8th February, 2019
BSE Limited and the National Stock Exchange
issued by Securities and Exchange Board of India.
of India Limited pursuant to the provisions of
the SEBI (Listing Obligations and Disclosure We further report that during the audit period, the
Requirements) Regulations, 2015. Company has;
During the period under review the Company has Obtained approval of Shareholders by way of Postal Ballot
complied with the provisions of the Act, Rules, for change of its name from “TI Financial Holdings Limited”
Regulations, Guidelines, Standards, etc. mentioned to “Cholamandalam Financial Holdings Limited”. Pursuant
above. to the application filed with the Central Government, fresh
Certificate of incorporation was issued by the Registrar of
We further report that
Companies, Chennai on 27th March, 2019 for changing its
The Board of Directors of the Company is duly constituted name from existing “TI Financial Holdings Limited” to the
with proper balance of Non-Executive and Independent new name “Cholamandalam Financial Holdings Limited”.
Directors. The changes in the composition of the Board
of Directors that took place during the period under
review were carried out in compliance with the provisions
of the Act. For Srinidhi Sridharan & Associates
Adequate notice is given to all the directors before schedule Company Secretaries
of the Board Meetings, agenda and detailed notes on CS Srinidhi Sridharan
agenda were sent at least seven days in advance, and a C.P NO.17990
system exists for seeking and obtaining further information Place : Chennai ACS.NO.47244
and clarifications on the agenda items before the meeting Date : May 3, 2019 UIN: S2017TN472300
54
Corporate Overview Management Reports Financial Statements
Report on the Audit of the Standalone Ind AS Financial report. We are independent of the Company in accordance
Statements with the ‘Code of Ethics’ issued by the Institute of Chartered
Accountants of India together with the ethical requirements
Opinion
that are relevant to our audit of the financial statements
We have audited the accompanying Standalone Ind under the provisions of the Act and the Rules thereunder,
AS Financial Statements of Cholamandalam Financial and we have fulfilled our other ethical responsibilities in
Holdings Limited (formerly known as TI Financial Holdings accordance with these requirements and the Code of
Limited and hereinafter referred to as “the Company”), Ethics. We believe that the audit evidence we have obtained
which comprise the Balance sheet as at March 31 2019, is sufficient and appropriate to provide a basis for our audit
the Statement of Profit and Loss, including the Statement opinion on the Standalone Ind AS Financial Statements.
of Other Comprehensive Income, the Cash Flow Statement Key Audit Matters
and the Statement of Changes in Equity for the year then
ended, and notes to the financial statements, including Key audit matters are those matters that, in our professional
a summary of significant accounting policies and other judgment, were of most significance in our audit of the
explanatory information. Standalone Ind AS Financial Statements for the year ended
March 31, 2019. These matters were addressed in the
In our opinion and to the best of our information and context of our audit of the Standalone Ind AS Financial
according to the explanations given to us, the aforesaid Statements as a whole, and in forming our opinion thereon,
Standalone Ind AS Financial Statements give the information and we do not provide a separate opinion on these matters.
required by the Companies Act, 2013, as amended (“the For each matter below, our description of how our audit
Act”) in the manner so required and give a true and fair addressed the matter is provided in that context.
view in conformity with the accounting principles generally
We have determined the matters described below to be the
accepted in India, of the state of affairs of the Company as
key audit matters to be communicated in our report. We
at March 31, 2019, its profit including other comprehensive
have fulfilled the responsibilities described in the Auditor’s
income, its cash flows and the changes in equity for the
responsibilities for the audit of the Standalone Ind AS
year ended on that date.
Financial Statements section of our report, including in
Basis for Opinion relation to these matters. Accordingly, our audit included
the performance of procedures designed to respond to
We conducted our audit of the Standalone Ind AS Financial
our assessment of the risks of material misstatement
Statements in accordance with the Standards on Auditing
of the Standalone Ind AS Financial Statements. The
(SAs), as specified under Section 143(10) of the Act.
results of our audit procedures, including the procedures
Our responsibilities under those Standards are further
performed to address the matters below, provide the basis
described in the ‘Auditor’s Responsibilities for the Audit of
for our audit opinion on the accompanying Standalone
the Standalone Ind AS Financial Statements’ section of our
Ind AS Financial Statements.
55
Key audit matters How our audit addressed the key audit matter
a) Change in financial reporting framework – First time adoption of Indian Accounting Standards (as described in
Note 1.1 of the Standalone Ind AS Financial Statements)
In accordance with the roadmap for implementation of Ind Our audit procedures included the following:
AS for non-banking financial companies, as announced by
• Reading the Ind AS impact assessment performed by
the Ministry of Corporate Affairs, the Company has adopted
the management to identify areas which were impacted
Ind AS from April 1, 2018 with an effective date of April 1,
on account of Ind AS transition;
2017 for such transition. For periods up to and including the
year ended March 31, 2018, the Company had prepared and • Understanding the financial statement closure process
presented its financial statements in accordance with the and the controls established by the Company for
erstwhile generally accepted accounting principles in India transition to Ind AS;
(Indian GAAP). In order to give effect of the transition to Ind
• Reading and assessing the changes made to the
AS these financial statements for the year ended March 31,
accounting policies due to the requirements of the new
2019, together with the comparative financial information for
financial reporting framework;
the previous year ended March 31, 2018 and the transition
date balance sheet as at April 1, 2017 have been prepared • Assessing the judgements exercised by the management
under Ind AS. in applying the first-time adoption principles of Ind AS
101 especially in respect of fair valuation of assets as
The transition to Ind AS, has involved changes in the at transition date and the evaluation of the Company’s
Company’s policies and processes relating to financial control over various investees;
reporting. Further, the management has also exercised
judgement (wherever applicable) in giving effect to various • Testing accounting adjustments posted as at the
principles of Ind AS in its first-time adoption. In specific, transition date, and in respect of the previous year
management has also performed control evaluation to convert the financial information reported under
over various investees as per Ind AS which also requires erstwhile Indian GAAP to Ind AS; and
significant judgment. • Assessing the disclosures included in the Standalone
Ind AS Financial Statements in accordance with the
In view of the complexity and the resultant risk of a material
requirements of Ind AS (including with respect to the
misstatement arising from an error or omission in correctly
previous periods presented).
implementing the principles of Ind AS at the transition date,
which could result in a misstatement of one or more periods
presented in these Standalone Ind AS Financials Statements,
this has been an area of key focus in our audit.
We have determined that there are no other key audit matters to communicate in our report.
Information Other than the Financial Statements and In connection with our audit of the Standalone Ind AS
Auditor’s Report Thereon Financial Statements, our responsibility is to read the other
information and, in doing so, consider whether such other
The Company’s Board of Directors is responsible for the
information is materially inconsistent with the financial
other information. The other information comprises the
statements or our knowledge obtained in the audit or
Board’s Report including Annexures to the Board’s Report
otherwise appears to be materially misstated. If, based
and Management Discussion and Analysis, Corporate
on the work we have performed, we conclude that there
Governance and General Shareholder Information and
is a material misstatement of this other information, we are
Business Responsibility report included in the Annual
required to report that fact. We have nothing to report in
Report, but does not include the Standalone Ind AS
this regard.
Financial Statements and our auditor’s report thereon.
Responsibilities of Management for the Standalone Ind
Our opinion on the Standalone Ind AS Financial Statements
AS Financial Statements
does not cover the other information and we do not express
any form of assurance conclusion thereon. The Company’s Board of Directors is responsible for
the matters stated in Section 134(5) of the Act with
56
Corporate Overview Management Reports Financial Statements
respect to the preparation of these Standalone Ind AS • Identify and assess the risks of material misstatement
Financial Statements that give a true and fair view of the of the Standalone Ind AS Financial Statements,
financial position, financial performance including other whether due to fraud or error, design and perform
comprehensive income, cash flows and changes in equity of audit procedures responsive to those risks, and
the Company in accordance with the accounting principles obtain audit evidence that is sufficient and appropriate
generally accepted in India, including the Indian Accounting to provide a basis for our opinion. The risk of not
Standards (Ind AS) specified under Section 133 of the Act detecting a material misstatement resulting from fraud
read with the Companies (Indian Accounting Standards) is higher than for one resulting from error, as fraud
Rules, 2015, as amended. This responsibility also includes may involve collusion, forgery, intentional omissions,
maintenance of adequate accounting records in accordance misrepresentations, or the override of internal control.
with the provisions of the Act for safeguarding of the
• Obtain an understanding of internal control relevant
assets of the Company and for preventing and detecting
to the audit in order to design audit procedures that
frauds and other irregularities; selection and application of
are appropriate in the circumstances. Under Section
appropriate accounting policies; making judgments and
143(3)(i) of the Act, we are also responsible for
estimates that are reasonable and prudent; and the design,
expressing our opinion on whether the Company has
implementation and maintenance of adequate internal
adequate internal financial controls system in place
financial controls, that were operating effectively for
and the operating effectiveness of such controls.
ensuring the accuracy and completeness of the accounting
records, relevant to the preparation and presentation of the • Evaluate the appropriateness of accounting policies
Standalone Ind AS Financial Statements that give a true used and the reasonableness of accounting estimates
and fair view and are free from material misstatement, and related disclosures made by management.
whether due to fraud or error.
• Conclude on the appropriateness of management’s
In preparing the Standalone Ind AS Financial Statements, use of the going concern basis of accounting and,
management is responsible for assessing the Company’s based on the audit evidence obtained, whether
ability to continue as a going concern, disclosing, as a material uncertainty exists related to events or
applicable, matters related to going concern and using the conditions that may cast significant doubt on the
going concern basis of accounting unless management Company’s ability to continue as a going concern.
either intends to liquidate the Company or to cease If we conclude that a material uncertainty exists, we
operations, or has no realistic alternative but to do so. are required to draw attention in our auditor’s report
to the related disclosures in the financial statements
Those Board of Directors are also responsible for overseeing
or, if such disclosures are inadequate, to modify our
the Company’s financial reporting process.
opinion. Our conclusions are based on the audit
Auditor’s Responsibilities for the Audit of the Standalone evidence obtained up to the date of our auditor’s
Ind AS Financial Statements report. However, future events or conditions may
cause the Company to cease to continue as a going
Our objectives are to obtain reasonable assurance about
concern.
whether the Standalone Ind AS Financial Statements as a
whole are free from material misstatement, whether due to • Evaluate the overall presentation, structure and
fraud or error, and to issue an auditor’s report that includes content of the Standalone Ind AS Financial Statements,
our opinion. Reasonable assurance is a high level of including the disclosures, and whether the Standalone
assurance, but is not a guarantee that an audit conducted Ind AS Financial Statements represent the underlying
in accordance with SAs will always detect a material transactions and events in a manner that achieves fair
misstatement when it exists. Misstatements can arise from presentation.
fraud or error and are considered material if, individually
We communicate with those charged with governance
or in the aggregate, they could reasonably be expected
regarding, among other matters, the planned scope and
to influence the economic decisions of users taken on the
timing of the audit and significant audit findings, including
basis of these Standalone Ind AS Financial Statements.
any significant deficiencies in internal control that we
As part of an audit in accordance with SAs, we exercise identify during our audit.
professional judgment and maintain professional skepticism
We also provide those charged with governance with a
throughout the audit. We also:
statement that we have complied with relevant ethical
57
requirements regarding independence, and to communicate record by the Board of Directors, none of the directors
with them all relationships and other matters that may is disqualified as on March 31, 2019 from being
reasonably be thought to bear on our independence, and appointed as a director in terms of Section 164 (2) of
where applicable, related safeguards. the Act;
From the matters communicated with those charged with (f) With respect to the adequacy of the internal financial
governance, we determine those matters that were of controls over financial reporting of the Company
most significance in the audit of the Standalone Ind AS with reference to these Standalone Ind AS Financial
Financial Statements for the year ended March 31, 2019 Statements and the operating effectiveness of such
and are therefore the key audit matters. We describe these controls, refer to our separate Report in “Annexure 2”
matters in our auditor’s report unless law or regulation to this report;
precludes public disclosure about the matter or when, in
(g) In our opinion, the managerial remuneration for the
extremely rare circumstances, we determine that a matter
year ended March 31, 2019 has been paid / provided
should not be communicated in our report because the
by the Company to its Manager and directors in
adverse consequences of doing so would reasonably be
accordance with the provisions of Section 197 read
expected to outweigh the public interest benefits of such
with Schedule V to the Act;
communication.
(h) With respect to the other matters to be included in
Report on Other Legal and Regulatory Requirements
the Auditor’s Report in accordance with Rule 11 of
1. As required by the Companies (Auditor’s Report) Order, the Companies (Audit and Auditors) Rules, 2014,
2016 (“the Order”), issued by the Central Government as amended, in our opinion and to the best of our
of India in terms of sub-section (11) of Section 143 information and according to the explanations given
of the Act, we give in the “Annexure 1” a statement to us:
on the matters specified in Paragraphs 3 and 4 of the
i. The Company has disclosed the impact of
Order.
pending litigations on its financial position in its
2. As required by Section 143(3) of the Act, we report Standalone Ind AS Financial Statements – Refer
that: Note 22 to the Standalone Ind AS Financial
Statements;
(a) We have sought and obtained all the information and
explanations which to the best of our knowledge and ii. The Company did not have any long-term
belief were necessary for the purposes of our audit; contracts including derivative contracts for which
there were any material foreseeable losses;
(b) In our opinion, proper books of account as required
by law have been kept by the Company so far as it iii. There has been no delay in transferring amounts,
appears from our examination of those books; required to be transferred, to the Investor
Education and Protection Fund by the Company
(c) The Balance Sheet, the Statement of Profit and Loss
including the Statement of Other Comprehensive
Income, the Cash Flow Statement and Statement of
Changes in Equity dealt with by this Report are in For S.R. Batliboi & Associates LLP
agreement with the books of accounts; Chartered Accountants
ICAI Firm Registration Number: 101049W/E300004
(d) In our opinion, the aforesaid Standalone Ind AS
Financial Statements comply with the Accounting
Standards specified under Section 133 of the Act, per Subramanian Suresh
read with Companies (Indian Accounting Standards) Partner
Rules, 2015, as amended; Membership Number: 083673
(e) On the basis of the written representations received Place : Chennai
from the directors as on March 31, 2019 taken on Date : May 3, 2019
58
Corporate Overview Management Reports Financial Statements
ANNEXURE 1 REFERRED TO IN OUR REPORT OF (b) According to the information and explanations
EVEN DATE given to us, no undisputed amounts payable in
respect of income-tax and goods and services
Re: Cholamandalam Financial Holdings Limited
tax were outstanding, at the year end, for a
(Formerly known as TI Financial Holdings Limited) (“the
period of more than six months from the date
Company”)
they became payable.
(i) The Company does not have any Property, Plant and
(c) According to the information and explanation
Equipment and, accordingly, the requirements under
given to us, there are no dues of income tax and
clause 3(i) of the Order are not applicable to the
Goods and Service Tax which have not been
Company.
deposited on account of any dispute.
(ii) The Company’s business does not involve inventories
(viii) The Company did not have any outstanding loans or
and, accordingly, the requirements under paragraph
borrowing dues in respect of a financial institution or
3(ii) of the Order are not applicable to the Company.
bank or government or dues to debenture holders
(iii) According to the information and explanations given to during the year.
us, the Company has not granted any loans, secured
(ix) According to the information and explanations given
or unsecured to companies, firms, Limited Liability
by the management, the Company has not raised any
Partnerships or other parties covered in register
money by way of initial public offer / further public offer
maintained under Section 189 of the Companies Act,
/ debt instrument and term loans hence, reporting
2013. Accordingly, the provisions of clause 3(iii) (a), (b)
under clause (ix) of the Order is not applicable to the
and (c) of the Order are not applicable to the Company
Company and hence not commented upon.
and hence not commented upon.
(x) Based upon the audit procedures performed for the
(iv) In our opinion and according to the information
purpose of reporting the true and fair view of the
and explanations given to us, there are no loans,
financial statements and according to the information
investments, guarantees and securities granted in
and explanations given by the management, we
respect of which provisions of Sections 185 and 186
report that no fraud by the Company or no fraud on
of the Companies Act, 2013 are applicable and hence
the Company by the officers and employees of the
not commented upon.
Company has been noticed or reported during the
(v) The Company has not accepted any deposits within year.
the meaning of Sections 73 to 76 of the Companies
(xi) According to the information and explanations given
Act, 2013 and the Companies (Acceptance of
by the management, the managerial remuneration has
Deposits) Rules, 2014 (as amended) during the year.
been paid / provided in accordance with the requisite
Accordingly, the provisions of clause 3(v) of the Order
approvals mandated by the provisions of Section 197
are not applicable.
read with Schedule V to the Companies Act, 2013.
(vi) To the best of our knowledge and as explained, the
(xii) In our opinion, the Company is not a nidhi company.
Company is not in the business of sale of any goods.
Therefore, the provisions of clause 3(xii) of the Order
Therefore, in our opinion, the provisions of clause 3(vi)
are not applicable to the Company and hence not
of the Order are not applicable to the Company.
commented upon.
(vii) (a) The Company is regular in depositing with
(xiii) According to the information and explanations given
appropriate authorities undisputed statutory
by the management, transactions with the related
dues including Income tax and Goods and
parties are in compliance with Sections 177 and 188
Service Tax (GST). The provisions relating to
of the Companies Act, 2013 where applicable and
provident fund, employees’ state insurance, duty
the details have been disclosed in the notes to the
of custom, cess, wealth tax, and duty of excise
financial statements, as required by the applicable
are not applicable to the Company.
accounting standards.
59
(xiv) According to the information and explanations given (xvi) According to the information and explanations given
to us and on an overall examination of the balance to us, we report that the Company is not required to
sheet, the Company has not made any preferential be registered under Section 45-IA of the Reserve Bank
allotment or private placement of shares or fully or of India Act, 1934.
partly convertible debentures during the year under
review and hence, reporting requirements under For S.R. Batliboi & Associates LLP
clause 3(xiv) of the Order are not applicable to the Chartered Accountants
Company and, not commented upon. ICAI Firm Registration Number: 101049W/E300004
(xv) According to the information and explanations given
by the management, the Company has not entered per Subramanian Suresh
into any non-cash transactions with directors or Partner
persons connected with him as referred to in Section Membership Number: 083673
192 of Companies Act, 2013. Place : Chennai
Date : May 3, 2019
ANNEXURE 2 TO THE INDEPENDENT AUDITOR’S efficient conduct of its business, including adherence to
REPORT OF EVEN DATE ON THE STANDALONE IND the Company’s policies, the safeguarding of its assets, the
AS FINANCIAL STATEMENTS OF CHOLAMANDALAM prevention and detection of frauds and errors, the accuracy
FINANCIAL HOLDINGS LIMITED (FORMERLY TI and completeness of the accounting records, and the timely
FINANCIAL HOLDINGS LIMITED) preparation of reliable financial information, as required
under the Companies Act, 2013.
Report on the Internal Financial Controls under Clause
(i) of Sub-section 3 of Section 143 of the Companies Auditor’s Responsibility
Act, 2013 (“the Act”)
Our responsibility is to express an opinion on the Company’s
We have audited the internal financial controls over financial internal financial controls over financial reporting based
reporting of Cholamandalam Financial Holdings Limited on our audit. We conducted our audit in accordance with
(Formerly known as “TI Financial Holdings Limited” or the the Guidance Note on Audit of Internal Financial Controls
“Company”) as of March 31, 2019 in conjunction with our Over Financial Reporting (the “Guidance Note”) and the
audit of the Standalone Ind AS Financial Statements of the Standards on Auditing as specified under Section 143(10)
Company for the year ended on that date. of the Companies Act, 2013, to the extent applicable
Management’s Responsibility for Internal Financial to an audit of internal financial controls and, both issued
Controls by the Institute of Chartered Accountants of India. Those
Standards and the Guidance Note require that we comply
The Company’s Management is responsible for establishing
with ethical requirements and plan and perform the audit
and maintaining internal financial controls based on the
to obtain reasonable assurance about whether adequate
internal control over financial reporting criteria established
internal financial controls over financial reporting was
by the Company considering the essential components
established and maintained and if such controls operated
of internal control stated in the Guidance Note on Audit
effectively in all material respects.
of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India. Our audit involves performing procedures to obtain audit
These responsibilities include the design, implementation evidence about the adequacy of the internal financial
and maintenance of adequate internal financial controls controls system over financial reporting and their operating
that were operating effectively for ensuring the orderly and effectiveness. Our audit of internal financial controls over
60
Corporate Overview Management Reports Financial Statements
financial reporting included obtaining an understanding of Inherent Limitations of Internal Financial Controls Over
internal financial controls over financial reporting, assessing Financial Reporting
the risk that a material weakness exists, and testing and
Because of the inherent limitations of internal financial
evaluating the design and operating effectiveness of
controls over financial reporting, including the possibility
internal control based on the assessed risk. The procedures
of collusion or improper management override of controls,
selected depend on the auditor’s judgement, including the
material misstatements due to error or fraud may occur and
assessment of the risks of material misstatement of the
not be detected. Also, projections of any evaluation of the
financial statements, whether due to fraud or error.
internal financial controls over financial reporting to future
We believe that the audit evidence we have obtained is periods are subject to the risk that the internal financial
sufficient and appropriate to provide a basis for our audit control over financial reporting may become inadequate
opinion on the internal financial controls system over because of changes in conditions, or that the degree of
financial reporting. compliance with the policies or procedures may deteriorate.
Meaning of Internal Financial Controls Over Financial Opinion
Reporting
In our opinion, the Company has, in all material respects,
A company’s internal financial control over financial reporting an adequate internal financial controls system over financial
is a process designed to provide reasonable assurance reporting and such internal financial controls over financial
regarding the reliability of financial reporting and the reporting were operating effectively as at March 31, 2019,
preparation of financial statements for external purposes in based on the internal control over financial reporting criteria
accordance with generally accepted accounting principles. established by the Company considering the essential
A company’s internal financial control over financial components of internal control stated in the Guidance
reporting includes those policies and procedures that (1) Note on Audit of Internal Financial Controls Over Financial
pertain to the maintenance of records that, in reasonable Reporting issued by the Institute of Chartered Accountants
detail, accurately and fairly reflect the transactions and of India.
dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in For S.R. Batliboi & Associates LLP
accordance with generally accepted accounting principles, Chartered Accountants
and that receipts and expenditures of the company are ICAI Firm Registration Number: 101049W/E300004
being made only in accordance with authorisations of
management and directors of the company; and (3) provide per Subramanian Suresh
reasonable assurance regarding prevention or timely Partner
detection of unauthorised acquisition, use, or disposition of Membership Number: 083673
the company’s assets that could have a material effect on Place : Chennai
the financial statements. Date : May 3, 2019
61
Balance Sheet
As at March 31, 2019
Note As at As at As at
Particulars
No. 31-Mar-2019 31-Mar-2018 01-Apr-2017
Assets
Financial Assets
Cash and Cash Equivalents 3 0.42 55.33 -
Bank balances other than cash and cash equivalents 3 111.33 27.17 2.47
Investments 4 955.70 939.76 915.23
Other Financial Assets 5 - 0.04 -
1,067.45 1,022.30 917.70
Non-Financial Assets
Current tax assets (Net) 0.01 0.02 -
Deferred Tax Asset (Net) 0.26 0.17 -
Other Non-Financial Assets 6 0.06 0.07 55.00
0.33 0.26 55.00
Total Assets 1,067.78 1,022.56 972.70
Equity And Liabilities
Financial Liabilities
Trade Payables
i) Total outstanding dues of micro and small enterprises - - -
ii) Total outstanding dues of creditors other than micro 0.34 0.36 -
and small enterprises
Other Financial Liabilities 7 2.25 2.20 2.49
2.59 2.56 2.49
Non Financial Liabilities
Non Financial Liabilities 8 0.67 0.47 -
0.67 0.47 -
Equity
Equity Share Capital 9 18.77 18.75 18.75
Other Equity 10 1,045.75 1,000.78 951.46
Total Equity 1,064.52 1,019.53 970.21
Total Equity And Liabilities 1,067.78 1,022.56 972.70
Summary of significant accounting policies 2
62
Corporate Overview Management Reports Financial Statements
63
64
Statement of Changes in Other Equity
For the year ended March 31, 2019
65
Notes to Financial Statements
1. Background and Corporate Information statements in accordance with accounting standards
notified under the section 133 of the Companies
Cholamandalam Financial Holdings Limited (“the
Act 2013, read together with paragraph 7 of the
Company”, formerly known as TI Financial Holdings
Companies (Accounts) Rules, 2014 (Indian GAAP
Limited) (CIN: L65100TN1949PLC002905) is a Public
or previous GAAP). These financial statements for
Limited Company domiciled in India. The Company is
the year ended 31 March 2019 are the first the
listed on BSE Ltd. and National Stock Exchange of
Company has prepared in accordance with Ind AS.
India Ltd. The Registered Office of the Company is
Refer to notes for information on how the Company
located at ‘Dare House’, No. 234, NSC Bose Road,
adopted Ind AS.
Chennai - 600 001, Tamilnadu.
The standalone financial statements have been
Pursuant to a scheme of arrangement (“the
prepared on a historical cost basis, except for fair
Scheme”) the manufacturing business undertaking
value through other comprehensive income (FVTOCI)
of the Company was vested in/ transferred to
instruments and certain financial assets and financial
Tube Investments of India Limited (“the Resulting
liabilities measured at fair value (refer accounting
Company”) vide the order of the National Company
policy regarding financial instruments).
Law Tribunal, Chennai (“NCLT”) dated July 17, 2017.
The Scheme had an appointed date of April 1, 2016 and 1.2 Presentation of financial statements
came into effect from August 1, 2017. Consequently,
The Company presents its balance sheet in order
the Company became a Core Investment Company.
of liquidity. An analysis regarding recovery or
The Company’s application for registration as a Core
settlement within 12 months after the reporting date
Investment Company is pending with the Reserve
(current) and more than 12 months after the reporting
Bank of India (‘RBI’).
date (non–current) is presented in notes to the
The Company undertakes financial services business financial statements.
through its Subsidiaries - Cholamandalam MS
Financial assets and financial liabilities are generally
General Insurance Company Limited for general
reported gross in the balance sheet. They are only
insurance business, Cholamandalam Health Insurance
offset and reported net when, in addition to having
Company Limited for health insurance business and
an unconditional legally enforceable right to offset the
Cholamandalam Investment and Finance Company
recognised amounts without being contingent on a
Limited for lending operations. Risk advisory
future event, the parties also intend to settle on a net
services is carried out through a joint venture entity
basis in all the following circumstances:
Cholamandalam MS Risk Services Limited.
• The normal course of business
The standalone financial statements are presented in
• The event of default
Indian Rupees which is also functional currency of the
• The event of insolvency or bankruptcy of the Company
Company and all values are rounded to the nearest
and/or its counterparties
crore, except when otherwise indicated.
2. Significant accounting policies
The standalone financial statements were authorised
for issue in accordance with a resolution of the 2.1 Financial instruments – initial recognition
directors on May 03, 2019. 2.1.1 Date of recognition
1.1 Basis of preparation Financial assets and liabilities are initially recognised
on the trade date, i.e., the date that the Company
The standalone financial statements of the Company
becomes a party to the contractual provisions of
have been prepared in accordance with Indian
the instrument.
Accounting Standards (Ind AS) notified under the
Companies (Indian Accounting Standards) Rules, 2.1.2 Initial measurement of financial instruments
2015 (as amended from time to time).
The classification of financial instruments at initial
For all periods up to and including the year ended recognition depends on their contractual terms and
March 31, 2018, the Company prepared its financial the business model for managing the instruments.
66
Corporate Overview Management Reports Financial Statements
The Company classifies all of its financial assets The business model assessment is based on
based on the business model for managing the assets reasonably expected scenarios without taking 'worst
and the asset’s contractual terms, measured at either: case' or 'stress case’ scenarios into account. If cash
• Amortised cost flows after initial recognition are realised in a way that
• FVTPL is different from the Company's original expectations,
• FVTOCI the Company does not change the classification of the
remaining financial assets held in that business model,
2.2 Financial Assets and Liabilities
but incorporates such information when assessing
2.2.1 Bank balances, Loans, Trade receivables and newly originated or newly purchased financial assets
financial investments at amortised cost going forward.
The Company measures Bank balances, Loans, and 2.2.3 The SPPI Test
other financial investments at amortised cost if both
As a second step of its classification process the
of the following conditions are met:
Company assesses the contractual terms of financial
The financial asset is held within a business model assets to identify whether they meet the solely
with the objective to hold financial assets in order to payments of principal and interest (SPPI) test.
collect contractual cash flows and
‘Principal’ for the purpose of this test is defined as
The contractual terms of the financial asset give rise the fair value of the financial asset at initial recognition
on specified dates to cash flows that are solely and may change over the life of the financial asset
payments of principal and interest (SPPI) on the (for example, if there are repayments of principal or
principal amount outstanding. amortisation of the premium / discount).
The details of these conditions are outlined below. The most significant elements of interest within a
lending arrangement are typically the consideration for
2.2.2 Business model assessment
the time value of money and credit risk. To make the
The Company determines its business model at the SPPI assessment, the Company applies judgement
level that best reflects how it manages Company’s and considers relevant factors such as the currency
financial assets to achieve its business objective. in which the financial asset is denominated, and the
The Company's business model is not assessed on an period for which the interest rate is set.
instrument-by-instrument basis, but at a higher level 2.3 Equity instruments (other than investments in
of aggregated portfolios and is based on observable subsidiaries, joint ventures and associates as
factors such as: referred to in Note 2.11) at Fair Value Through
(i) How the performance of the business model and Other Comprehensive Income (FVTOCI)
the financial assets held within that business
The Company subsequently measures all equity
model are evaluated and reported to the entity's
investments at fair value through profit or loss, unless
key management personnel
the Company ’s management has elected to classify
(ii) The risks that affect the performance of the irrevocably some of its equity investments as equity
business model (and the financial assets held instruments at FVTOCI, when such instruments meet
within that business model) and, in particular, the the definition of Equity under Ind AS 32 Financial
way those risks are managed Instruments: Presentation and are not held for trading.
67
Notes to Financial Statements
Such classification is determined on an instrument- or more parties that creates enforceable rights
by-instrument basis. and obligations and sets out the criteria for every
contract that must be met.
Gains and losses on these equity instruments are never
recycled to profit or loss. Dividends are recognised in Step 2: Identify performance obligations in the
profit or loss as dividend income when the right of contract: A performance obligation is a promise
the payment has been established, except when the in a contract with a customer to transfer a good
Company benefits from such proceeds as a recovery or service to the customer.
of part of the cost of the instrument, in which case,
Step 3: Determine the transaction price: The
such gains are recorded in OCI. Equity instruments at
transaction price is the amount of consideration
FVTOCI are not subject to an impairment assessment.
to which the Company expects to be entitled
2.4 Derecognition of financial assets and liabilities in exchange for transferring promised goods
or services to a customer, excluding amounts
2.4.1 Financial assets
collected on behalf of third parties.
A financial asset (or, where applicable, a part of a
Step 4: Allocate the transaction price to the
financial asset or part of a group of similar financial
performance obligations in the contract: For a
assets) is derecognised when the rights to receive
contract that has more than one performance
cash flows from the financial asset have expired.
obligation, the Company allocates the transaction
The Company also derecognises the financial asset
price to each performance obligation in
if it has both transferred the financial asset and the
an amount that depicts the amount of
transfer qualifies for derecognition.
consideration to which the Company expects
2.4.2 Financial liabilities to be entitled in exchange for satisfying each
performance obligation.
A financial liability is derecognised when the obligation
under the liability is discharged, cancelled or expires. Step 5: Recognise revenue when (or as) the
Where an existing financial liability is replaced by Company satisfies a performance obligation.
another from the same lender on substantially
2.5.1 Brand fee
different terms, or the terms of an existing liability
are substantially modified, such an exchange or Brand fee income is recognised as and when the
modification is treated as a derecognition of the services are rendered in accordance with the terms
original liability and the recognition of a new liability. and conditions of the relevant agreement.
The difference between the carrying value of the Interest income and dividend income covered by
original financial liability and the consideration paid is Ind AS 109:
recognised in the statement of profit & loss.
2.5.2 Interest income
2.5 Recognition of Income
Under Ind AS 109 interest income is recorded using
A. Revenue (other than Interest Income and the effective interest rate (‘EIR’) method for all financial
dividend Income covered by Ind AS 109-Financial instruments measured at amortised cost. The EIR is
Instruments) is measured at fair value of the the rate that exactly discounts estimated future cash
consideration received or receivable. Ind AS 115 receipts through the expected life of the financial
Revenue from contracts with customers outlines instrument or, when appropriate, a shorter period, to
a single comprehensive model of accounting for the net carrying amount of the financial asset. The
revenue arising from contracts with customers. EIR (and therefore, the amortised cost of the asset)
B. The Company recognises revenue from contracts is calculated by taking into account of fees and costs
that are an integral part of the EIR.
with customers based on a five step model as set
out in Ind AS 115: 2.5.3 Dividend Income
Step 1: Identify contract(s) with a customer: A Dividend income (including from FVTOCI investments)
contract is defined as an agreement between two is recognised when the Company’s right to receive
68
Corporate Overview Management Reports Financial Statements
69
Notes to Financial Statements
measurement of fair value is performed on the grant Company or a present obligation that is not recognized
date. The grant date is the date on which the Company because it is not probable that an outflow of resources
and the employees agree to the stock option scheme. will be required to settle the obligation. The Company
The fair value so determined is revised only if the does not recognize a contingent liability but discloses
stock option scheme is modified in a manner that is its existence in the Financial Statements.
beneficial to the employees.
2.9 Dividends on ordinary shares
This cost is recognised, together with a corresponding
The Company recognises a liability to make cash
increase in share-based payment (SBP) reserves/
distributions to equity holders of the Company when
stock options outstanding account in equity, the distribution is authorised and the distribution
over the period in which the performance and/or is no longer at the discretion of the Company. As
service conditions are fulfilled in employee benefits per the corporate laws in India, a distribution is
expense. The cumulative expense recognised for authorised when it is approved by the shareholders. A
equity-settled transactions at each reporting date corresponding amount is recognised directly in equity.
until the vesting date reflects the extent to which
the vesting period has expired and the Company’s 2.10 Determination of Fair value
best estimate of the number of equity instruments The Company measures financial instruments at fair
that will ultimately vest. The statement of profit and value at each balance sheet date.
loss expense or Credit for a period represents the
Fair value is the price that would be received to sell
movement in cumulative expense recognised as at the
an asset or paid to transfer a liability in an orderly
beginning and end of that period and is recognised in
transaction between market participants at the
employee benefits expense.
measurement date. The fair value measurement is
The dilutive effect of outstanding options is reflected based on the presumption that the transaction to sell
as additional share dilution in the computation of the asset or transfer the liability takes place either:
diluted earnings per share. • In the principal market for the asset or liability, or
If the options vests in instalments (i.e. the options vest • In the absence of a principal market, in the most
pro rata over the service period), then each instalment advantageous market for the asset or liability.
is treated as a separate share option grant because
each instalment has a different vesting period. The principal or the most advantageous market must
be accessible by the Company.
2.8 Provisions and Contingent Liabilities
The fair value of an asset or a liability is measured
Provisions are recognised when the Company using the assumptions that market participants would
has a present obligation (legal or constructive) as use when pricing the asset or liability, assuming that
a result of past events, and it is probable that an market participants act in their economic best interest.
outflow of resources embodying economic benefits
A fair value measurement of a non-financial asset
will be required to settle the obligation, and a
takes into account a market participant’s ability to
reliable estimate can be made of the amount of the
generate economic benefits by using the asset in
obligation. When the effect of the time value of money
its highest and best use or by selling it to another
is material, the Company determines the level of
market participant that would use the asset in its
provision by discounting the expected cash flows at highest and best use.
a pre-tax rate reflecting the current rates specific to
the liability. The expense relating to any provision is The Company uses valuation techniques that are
presented in the statement of profit and loss net of appropriate in the circumstances and for which
any reimbursement. sufficient data are available to measure fair value,
maximising the use of relevant observable inputs and
A contingent liability is a possible obligation that arises minimising the use of unobservable inputs. In order
from past events whose existence will be confirmed to show how fair values have been derived, financial
by the occurrence or non-occurrence of one or more instruments are classified based on a hierarchy of
uncertain future events beyond the control of the valuation techniques, as summarised below:
70
Corporate Overview Management Reports Financial Statements
• Level 2 financial instruments - Those where the Cash flows are reported using the indirect method,
inputs that are used for valuation and are significant, whereby profit / (loss) before tax is adjusted for
are derived from directly or indirectly observable the effects of transactions of non-cash nature and any
market data available over the entire period of the deferrals or accruals of past or future cash receipts
instrument’s life. Such inputs include quoted prices for or payments.
similar assets or liabilities in active markets, quoted For the purpose of the Statement of cash flows,
prices for identical instruments in inactive markets cash and cash equivalents as defined above, net
and observable inputs other than quoted prices such of outstanding bank overdrafts, if any, as they are
as interest rates and yield curves, implied volatilities, considered an integral part of the cash management
and credit spreads. In addition, adjustments may be of the Company.
required for the condition or location of the asset
2.14 Input Tax credit (Service Tax/ Goods and
or the extent to which it relates to items that are
Service Tax)
comparable to the valued instrument. However, if
such adjustments are based on unobservable inputs Input Tax Credit is accounted for in the books in the
which are significant to the entire measurement, the period when the underlying service / supply received
Company will classify the instruments as Level 3. is accounted, and when there is no uncertainty in
availing / utilising the same. Company avails eligible
• Level 3 financial instruments - Those that include
input credit as per the relevant Law and the ineligible
one or more unobservable input that is significant to
credit is set off to respective expense.
the measurement as whole.
2.15 Earnings Per Share
For assets and liabilities that are recognised in the
financial statements on a recurring basis, the Company Basic Earnings Per Share is calculated by dividing the
determines whether transfers have occurred between net profit or loss for the period attributable to equity
levels in the hierarchy by re-assessing categorisation shareholders by the weighted average number of
(based on the lowest level input that is significant to equity shares outstanding during the period.
the fair value measurement as a whole) at the end of
The weighted average number of equity shares
each reporting period.
outstanding during the period and for all periods
The Company evaluates the levelling at each reporting presented is adjusted for events, such as bonus
period on an instrument-by-instrument basis and shares, other than the conversion of potential equity
reclassifies instruments when necessary based on the shares, that have changed the number of equity
facts at the end of the reporting period. shares outstanding, without a corresponding change
in resources. For the purpose of calculating diluted
2.11 Equity Investment in Subsidiaries and Joint
earnings per share, the net profit or loss for the period
Ventures
attributable to equity shareholders and the weighted
Investment in Subsidiaries and Joint Ventures are average number of shares outstanding during the
carried at Cost in the Separate Financial Statements period is adjusted for the effects of all dilutive potential
as permitted under Ind AS 27. equity shares.
71
Notes to Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
As at As at As at
Particulars
31-Mar-2019 31-Mar-2018 01-Apr-2017
Balances with banks:
- In Current Accounts 0.42 0.07 -
- In Deposit Accounts - with original maturity of less than 3 months - 55.26 -
Total 0.42 55.33 -
Bank balances other than cash and cash equivalents
- In Deposit Accounts - Original maturity more than 3 months 109.07 25.02 -
- In Unpaid dividend accounts 2.26 2.15 2.47
Total 111.33 27.17 2.47
Note: 3 (a)
Cash and Cash equivalents as per Balance Sheet 0.42 55.33 -
Interest accrued but not due on Bank deposits - (0.26) -
Cash and Cash equivalents as per statement of cash ows 0.42 55.07 -
Number Amount
Particulars As at As at As at As at As at As at
31-Mar-2019 31-Mar-2018 01-Apr-2017 31-Mar-2019 31-Mar-2018 01-Apr-2017
Investments - Equity
Investments at Cost:
Trade Investments
Investment in Subsidiary
Companies at Cost
Equity Shares (Fully Paid) -
Unquoted
Cholamandalam MS General
17,92,82,861 17,92,82,861 17,92,82,861 265.24 265.24 265.24
Insurance Company Limited
Cholamandalam Health
49,940 49,930 49,930 0.05 0.05 -
Insurance Limited
Equity Shares (Fully Paid) -
Quoted
Cholamandalam Investment
and Finance Company Limited 7,25,33,019 7,22,33,019 7,22,33,019 685.65 645.83 645.83
(Refer Note 20)
Investment in Jointly
Venture at cost
Equity Shares (Fully Paid) -
Unquoted
Cholamandalam MS Risk
9,89,979 9,89,979 9,89,979 0.99 0.99 0.99
Services Limited
72
Corporate Overview Management Reports Financial Statements
Number Amount
Particulars As at As at As at As at As at As at
31-Mar-2019 31-Mar-2018 01-Apr-2017 31-Mar-2019 31-Mar-2018 01-Apr-2017
Investments at Fair Value
Through Other Comprehensive
Income (FVTOCI):
Equity Shares (Fully Paid) -
Quoted
Coromandel Engineering Co.
4,33,481 4,33,481 4,33,481 1.24 2.06 1.69
Ltd.
Carborundum Universal Limited 6,000 6,000 6,000 0.25 0.21 0.17
Kartik Investments Trust Limited 33,790 33,790 33,790 0.04 0.04 0.04
Equity Shares (Fully Paid) -
Unquoted
Murugappa Management
42,677 42,677 42,677 1.32 1.31 1.27
Services Limited
Indo Oceanic Shipping
Company Limited (Cost 50,000 50,000 50,000 - - -
` 1 only)
Chennai Willingdon Corporate
10 10 10 - - -
Foundation (Cost ` 100 only)
Total investments - Equity (I) 954.78 915.73 915.23
Note: The Company has designated its equity investments as FVTOCI on the basis that these are not held for trading and
held for strategic purposes.
As at As at As at
Particulars
31-Mar-2019 31-Mar-2018 01-Apr-2017
Unquoted securities (FVTPL)
L&T Liquid Fund Direct Plan - Growth - 6.00 -
UTI Money Market Fund - Institutional Plan - Direct Plan - Growth - 6.01 -
Aditya Birla Sunlife Cash plus-Growth-Direct Plan 0.92 6.01 -
Reliance Liquid Fund-Treasury Plan-Direct Growth Plan - 6.01 -
HDFC Liquid Fund - Direct Plan - Growth Option - - -
Total Investments in Mutual Fund (II) 0.92 24.03 -
Total Investments - (I + II) 955.70 939.76 915.23
(i) Market value of Quoted Investments - Investment in Subsidiary 10,534.70 10,477.04 6,970.85
73
Notes to Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
As at As at As at
Particulars
31-Mar-2019 31-Mar-2018 01-Apr-2017
Unsecured - considered good (unless otherwise stated) - - -
At amortised cost - - -
Accrued income - 0.03 -
Other deposits - 0.01 -
Total - 0.04 -
As at As at As at
Particulars
31-Mar-2019 31-Mar-2018 01-Apr-2017
Unsecured - considered good (unless otherwise stated)
Prepaid expenses 0.02 0.02 -
Others 0.04 0.05 55.00
Total 0.06 0.07 55.00
As at As at As at
Particulars
31-Mar-2019 31-Mar-2018 01-Apr-2017
Unpaid Dividends 2.25 2.15 2.47
Others - 0.05 0.02
Total 2.25 2.20 2.49
As at As at As at
Particulars
31-Mar-2019 31-Mar-2018 01-Apr-2017
Statutory Liabilities 0.67 0.47 -
Total 0.67 0.47 -
As at As at As at
31-Mar-2019 31-Mar-2018 01-Apr-2017
Particulars
Nos. Amount Nos. Amount Nos.
Amount
Authorised
Equity Shares of ` 1 each 43,00,00,000 43.00 43,00,00,000 43.00 43,00,00,000 43.00
Total 43.00 43.00 43.00
Issued, Subscribed and Paid up
Equity Shares of ` 1 each 18,76,92,234 18.77 18,75,33,696 18.75 18,74,47,871 18.75
Total 18.77 18.75 18.75
74
Corporate Overview Management Reports Financial Statements
a) Reconciliation of number of shares and amount outstanding at the beginning and at the end of the year:
As at As at As at
Particulars
31-Mar-2019 31-Mar-2018 01-Apr-2017
Equity Shares Nos. Amount Nos. Amount Nos. Amount
At the beginning of the year 18,75,33,696 18.75 18,74,47,871 18.75 18,73,46,537 37.47
Issued during the year (Refer Note below) 1,58,538 0.02 85,825 - 1,01,334 0.02
Capital Reduction pursuant to Scheme
- - - - - (18.74)
of Arrangement
Outstanding at the end of the year 18,76,92,234 18.77 18,75,33,696 18.75 18,74,47,871 18.75
Note: The Company has received an amount of ` 0.009 crore on allotment of shares under Employee Stock Options for the
year ended March 31, 2018.
As at As at As at
31-Mar-2019 31-Mar-2018 01-Apr-2017
Equity Shares % % %
Nos. holding in Nos. holding in Nos. holding in
the class the class the class
Ambadi Investments Limited 7,00,66,595 37.33 7,00,66,595 37.36 6,40,54,680 34.17
e) Status on Global Depository Receipts (GDR)
The aggregate number of GDRs outstanding as at 31st March 2019 is 28,62,253 (as at 31st March 2018 - 42,30,630) each
representing one Equity Share of `1 face value (Previous Year `1 face value). GDR % against total number of shares
is 1.52% (as at 31st March 2018 - 2.26%). The GDRs carry the same terms / rights attached to Equity Shares of the
Company.
Note 10 - Other Equity
As at As at As at
Particulars
31-Mar-2019 31-Mar-2018 01-Apr-2017
Retained earnings 434.46 407.30 371.18
Other reserves
Capital Reserve 19.97 19.97 19.97
Capital Redemption Reserve 6.15 6.15 6.15
Securities Premium Account 204.60 199.72 199.04
Statutory Reserve 32.51 19.20 7.30
General Reserve 346.30 346.30 346.30
FVTOCI reserve 1.46 2.14 1.52
Share Application Pending Allotment 0.30 - -
Total other equity 1,045.75 1,000.78 951.46
75
Notes to Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Nature and Purpose of reserve
Under the erstwhile Companies Act 1956, a general reserve was created through an annual transfer of net income
at a specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that
if dividend distribution in a given year is more than 10.00% of the paid-up capital of the Company for that year, then the
total dividend distribution is less than the total distributable reserves for that year. Consequent to introduction of Companies
Act 2013, the requirement of mandatory transfer of a specified percentage of the net profit to general reserve has been
withdrawn and the Company can optionally transfer any amount from the surplus of profit or loss to the General reserves.
As at As at
Particulars
31-Mar-2019 31-Mar-2018
Balance at the beginning of the year 346.30 346.30
Additions during the year - -
Balance at the end of the year 346.30 346.30
10.2 Retained Earnings
The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the
financial statements of the Company and also considering the requirements of the Companies Act, 2013. Thus, the amounts
reported above are not distributable in entirety.
As at As at
Particulars
31-Mar-2019 31-Mar-2018
Balance at the beginning of the year 407.30 371.18
Profit for the period 66.53 59.39
Dividend payout for the year - Equity (including payment of DDT) (26.06) (11.37)
Transfer to Statutory Reserve (13.31) (11.90)
Balance at the end of the year 434.46 407.30
10.3 FVTOCI Reserve
The Company has elected to recognise changes in the fair value of certain investments in equity securities in other
comprehensive income. These changes are accumulated within the FVTOCI equity investments reserve within equity. The
Company transfers amounts from this reserve to retained earnings when the relevant equity securities are derecognised.
As at As at
Particulars
31-Mar-2019 31-Mar-2018
Balance at the beginning of the year 2.14 1.52
Fair Valuation of FVTOCI Investments (0.68) 0.62
Balance at the end of the year 1.46 2.14
10.4 Statutory Reserve
As per the requirements of Section 45-IC of the Reserve Bank of India Act, 1934, every NBFC is required to transfer 20% of
the total profits after tax for the year to a specific reserve by name of Statutory Reserve. The Company based on the above
regulation transferred an amount equivalent to 20% of the total profits after tax for the current year to such reserve.
As at As at
Particulars
31-Mar-2019 31-Mar-2018
Balance at the beginning of the year 19.20 7.30
Transfer into reserve 13.31 11.90
Balance at the end of the year 32.51 19.20
76
Corporate Overview Management Reports Financial Statements
Securities premium account is used to record the premium on issue of shares. This can be utilised only for specific purposes
such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
As at As at
Particulars
31-Mar-2019 31-Mar-2018
Balance at the beginning of the year 199.72 199.04
Additions pursuant to shares issued on account of exercise of ESOP 4.88 0.68
Balance at the end of the year 204.60 199.72
10.6 Capital Reserve
Capital Reserve represents the amount that has been received as a capital grant from the Government of Maharashtra for the
set up of a unit in 2008-09 based on the fulfilment of certain conditions in connection with the set up of such unit. Pursuant
to the Scheme of Arrangement for demerger in FY 2016-17, this amount has been retained in the Company.
As at As at
Particulars
31-Mar-2019 31-Mar-2018
Balance at the beginning of the year 19.97 19.97
Additions during the year - -
Balance at the end of the year 19.97 19.97
10.7 Capital Redemption Reserve
Capital redemption reserve represents the amount equal to the nominal value of shares that were redeemed during the
prior years. The reserve can be utilized only for specific purposes such as issuance of bonus shares in accordance with the
provisions of the Companies Act, 2013.
As at As at
Particulars
31-Mar-2019 31-Mar-2018
Balance at the beginning of the year 6.15 6.15
Additions during the year - -
Balance at the end of the year 6.15 6.15
10.8 Share Application Pending Allotment
Pertains to money received for the allotment of shares pursuant to the Employee Stock Options Scheme. The money
collected based on the exercise of the option as per the ESOP scheme will get included here and subsequently on allotment
of shares, the balances will be appropriated to share capital and share premium balances.
As at As at
Particulars
31-Mar-2019 31-Mar-2018
Balance at the beginning of the year - -
Additions during the year 0.30 -
Balance at the end of the year 0.30 -
Proposed dividend
The Board of Directors of the Company have recommended a final dividend of 65% being ` 0.65 per share on the equity
shares of the Company, for the year ended March 31, 2019 ( ` 0.65 per share - March 31, 2018) which is subject to approval
of shareholders. Consequently the proposed dividend has not been recognised in the books in accordance with IND AS 10.
77
Notes to Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Geographical markets
- India 7.93 3.02
- Outside India - -
Total revenue from contracts with customers 7.93 3.02
Timing of revenue recognition
Services transferred at a point in time - -
Services transferred over time 7.93 3.02
For the income that has been received during the year, there are no contract assets / contract liabilities that are outstanding
as at March 31, 2019.
The performance obligation with respect to brand fee is rendered over annual periods through the contract term.
78
Corporate Overview Management Reports Financial Statements
Auditor Remuneration
79
Notes to Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Note 15 - Fair value of financial instruments not measured at fair value
The following table presents the carrying amounts and fair value of each category of financial assets and liabilities.
80
Corporate Overview Management Reports Financial Statements
(a) These investments in equity instruments are not for trading. Instead, they are held for medium or long term strategic
purpose. Upon the application of Ind AS 109, the Company has chosen to designate these investments in equity
instruments as at FVTOCI as the Management believe that this provides a more meaningful presentation for medium or
long term strategic investments, than reflecting changes in fair value immediately in profit or loss.
(b) These investment in equity are not significant in value and hence additional disclosures are not presented.
Note 15.2 Summary of Financial assets and liabilities which are recognised at amortised cost
As at As at As at
Particulars
31-Mar-2019 31-Mar-2018 01-Apr-2017
Financial Assets
Cash and Cash Equivalents 0.42 55.33 -
Bank balances other than cash and cash equivalents 111.33 27.17 2.47
Other Financial Assets - 0.04 -
Financial Liabilities
Trade Payables 0.34 0.36 -
Other Financial Liabilities 2.25 2.20 2.49
Note 16 - Maturity Analysis
The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered
or settled.
Maturity
Particulars Amount
Current Non -Current
As on March 31, 2019
Financial Assets
Cash and Cash Equivalents 0.42 0.42 -
Bank balances Other than above 111.33 111.33 -
Investments 955.70 - 955.70
Other Financial Assets - - -
Total Financial Assets 1,067.45 111.75 955.70
Non Financial Assets
Current tax assets (Net) 0.01 - 0.01
Deferred Tax Asset (Net) 0.26 - 0.26
Other Non-Financial Assets 0.06 0.06 -
Total Non Financial Assets 0.33 0.06 0.27
Financial Liabilities
Payables
i) Trade Payables - - -
ii) Other Payables 0.34 0.34 -
Other Financial Liabilities 2.25 2.25 -
Total Financial Liabilities 2.59 2.59 -
81
Notes to Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Maturity
Particulars Amount
Current Non -Current
Non Financial Liabilities
Non Financial Liabilities 0.67 0.67 -
Total Non Financial Liabilities 0.67 0.67 -
As on March 31, 2018
Financial Assets
Cash and Cash Equivalents 55.33 55.33
Bank balances 27.17 27.17
Investments 939.76 - 939.76
Other Financial Assets 0.04 0.04 -
Total Financial Assets 1,022.30 82.54 939.76
Non Financial Assets
Current tax assets (Net) 0.02 - 0.02
Deferred Tax Asset (Net) 0.17 - 0.17
Other Non-Financial Assets 0.07 0.07 -
Total Non Financial Assets 0.26 0.07 0.19
Financial Liabilities
Payables
i) Trade Payables - - -
ii) Other Payables 0.36 0.36 -
Other Financial Liabilities 2.20 2.20 -
Total Financial Liabilities 2.56 2.56 -
Non Financial Liabilities
Non Financial Liabilities 0.47 0.47 -
Total Non Financial Liabilities 0.47 0.47 -
As on April 1, 2017
Financial Assets
Cash and Cash Equivalents - - -
Bank balances 2.47 2.47 -
Investments 915.23 - 915.23
Other Financial Assets - - -
Total Financial Assets 917.70 2.47 915.23
Non Financial Assets
Current tax assets (Net) - - -
Deferred Tax Asset (Net) - - -
Other Non-Financial Assets 55.00 55.00 -
Total Non Financial Assets 55.00 55.00 -
Financial Liabilities
Payables
i) Trade Payables - - -
ii) Other Payables - - -
Other Financial Liabilities 2.48 2.48 -
Total Financial Liabilities 2.48 2.48 -
82
Corporate Overview Management Reports Financial Statements
83
Notes to Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Note 17 - First-time adoption of Ind AS
These financial statements, for the year ended 31 March 2019, are the first financial statements the Company has prepared
in accordance with Ind AS. For periods up to and including the year ended 31 March 2018, the Company prepared its
financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read
together with rule 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP or previous GAAP)
Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on
31 March 2019, together with the comparative period data as at and for the year ended 31 March 2018, as described in the
summary of significant accounting policies. In preparing these financial statements, the company’s opening balance sheet
was prepared as at 1 April 2017, the company’s date of transition to Ind AS. This note explains the principal adjustments
made by the Group in restating its Indian GAAP financial statements, including the balance sheet as at 1 April 2017 and the
financial statements as at and for the year ended 31 March 2018.
Exemptions applied
Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under
Ind AS. The Company has applied the following exemptions/ exceptions:
The Company has classified the financial assets in accordance with Ind AS 109 on the basis of facts and circumstances
that exist at the date of transition to Ind AS.
The Company has applied the exception related to impairment of financial assets given in Ind AS 101. It has used
reasonable and supportable information that is available without undue cost or effort to determine the credit risk at the
date that financial assets were initially recognized and compared that to the credit risk as at April 1, 2017.
Ind AS 102 Share based Payment has not been applied to equity instruments in share-based payment transactions for
the options that have vested before 1st April, 2017.
The Company has elected to measure investment in subsidiaries, joint venture and associate at cost.
v) Business combinations:
In accordance with Ind AS transitional provisions, the Company has elected to apply Ind AS relating to business
combinations prospectively from April 01, 2017. As such, previous GAAP balances relating to business combinations
entered into before that date, have been carried forward without adjustment.
vi) Estimates:
The estimates are consistent with those made in accordance with Indian GAAP (after adjustments to reflect any
differences in accounting policies) apart from FVTOCI - equity shares and Impairment of financial assets based on
expected Credit loss model where application of Indian GAAP did not require estimation.
84
Corporate Overview Management Reports Financial Statements
As at 31-Mar-2018 As at 01-Apr-2017
Foot Amount Amount
Particulars Effects of Effects of
Note as per Amount as as per Amount as
transition to transition to
previous per Ind AS previous per Ind AS
Ind AS Ind AS
GAAP GAAP
Assets
Financial assets
(a) Cash and Cash
1 57.22 (1.89) 55.33 2.47 - 2.47
Equivalents
(b) Bank balances 1 25.00 2.17 27.17 - - -
(c) Investments 1,2,3 913.75 26.01 939.76 913.70 1.53 915.23
(d) Other Financial Assets 1 24.32 (24.28) 0.04 - - -
Total 1,020.29 2.01 1,022.30 916.17 1.53 917.70
Non Financial assets
(a) Current tax assets (Net) 0.02 - 0.02 - - -
(b) Deferred tax assets
2 - 0.17 0.17 - - -
(Net)
(c) Other Non-Financial
0.07 - 0.07 55.00 - 55.00
Assets
Total 0.09 0.17 0.26 55.00 - 55.00
Total Assets 1,020.38 2.18 1,022.56 971.17 1.53 972.70
As at 31-Mar-2018 As at 01-Apr-2017
Foot Amount Effects of Amount Effects of
Particulars Amount Amount
Note as per transition as per transition
as per as per
previous to previous to
Ind AS Ind AS
GAAP Ind AS GAAP Ind AS
Equity & Liabilities
Financial Liabilities
(a) Trade payables
i) Total outstanding dues to micro
- - - - - -
and small enterprises
ii) Total outstanding dues of creditors
other than micro and small 0.36 - 0.36 - - -
enterprises
(b) Other Financial Liabilities 2.17 0.03 2.20 2.48 0.01 2.49
Total 2.53 0.03 2.56 2.48 0.01 2.49
Non-Financial Liabilities
(a) Other Non-Financial Liabilities 0.47 - 0.47 -
Total 0.47 - 0.47 - - -
Equity
(a) Equity share capital 18.75 18.75 18.75 18.75
(b) Other Equity 998.63 2.15 1,000.78 949.94 1.52 951.46
Total 1,017.38 2.15 1,019.53 968.69 1.52 970.21
Total Equity & Liabilities 1,020.38 2.18 1,022.56 971.17 1.53 972.70
85
Notes to Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
B. Reconciliation of total comprehensive income for the year ended March 31, 2018
Amount
Effects of Amount as
Foot as per
Particulars transition to per
Note previous
Ind AS Ind AS
GAAP
Revenue from Operations
- Dividend Income 57.91 - 57.91
- Interest Income 0.31 - 0.31
- Net gain on fair value changes 1, 4 3.38 0.03 3.41
- Service Income 3.02 - 3.02
Total Revenue from operations (I) 64.62 0.03 64.65
- Other income (II) 0.02 - 0.02
Total Income (III) = (I) + (II) 64.64 0.03 64.67
Expenses
- Employee benefits expense 0.62 - 0.62
- Other expenses 2.61 - 2.61
Total expenses (IV) 3.23 - 3.23
Profit before tax (V) (III) - (IV) 61.41 0.03 61.44
Tax expense
- Current tax
- Pertaining to profit for the current period 2.05 - 2.05
- Deferred tax - - -
Net tax expense (VI) 2.05 - 2.05
Profit for the period (VII) (V) - (VI) 59.36 0.03 59.39
Other Comprehensive Income/(loss) (VIII)
Other comprehensive income not to be reclassified to profit or loss in
subsequent periods:
Gain on fair valuation of Equity instruments 1, 2 - 0.45 0.45
Tax on above adjustments - 0.17 0.17
Total Comprehensive Income (IX) = (VII) + (VIII) 59.36 0.65 60.01
C. Effects of Ind AS adoption on Total Equity
Foot As at As at
Particulars
Note 31-Mar-2018 01-Apr-2017
Net Worth under IGAAP 1,017.38 968.69
Adjustments on account of fair value of Financial Instruments
1, 2 1.98 1.52
through FVTOCI and FVTPL
Tax adjustment on above item 0.17 -
Net Worth under Ind AS 1,019.53 970.21
86
Corporate Overview Management Reports Financial Statements
87
Notes to Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Note 20 - Disclosure in respect of Related Parties
I. Subsidiary Companies
a. Cholamandalam Investment and Finance Company Limited (CIFCL)* and its Subsidiaries
i. Cholamandalam Home Finance Limited (formerly known as Cholamandalam Distribution Services Limited)
iii. White Data Systems India Private Limited (Subsidiary upto September, 2018 and Associate thereafter)
a. Mr. M M Murugappan
The Company holds 46.39% of the total shareholding in CIFCL as at March 31, 2019 (46.22% as at March 31, 2018) and
has de-facto control as per the principles of Ind AS 110 and accordingly CIFCL has been referred to as a subsidiary in
Ind AS Financial Statements.
88
Corporate Overview Management Reports Financial Statements
Pending litigations, in so far as they relate to the Manufacturing Business Undertaking, shall be borne by the Resulting
Company as per the Scheme of Arrangement Consequently, there are no contingent liabilities to be reported.
Note 23 - Amount Remitted in Foreign Currency on account of Dividend Payment to Non Resident Shareholders
89
Notes to Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Note 24 - Deferred tax arising out of fair valuation of equity instruments is recognised in Other Comprehensive
Income.
Note 25 - Reconciliation of Tax Expense and the Accounting Profit multiplied by Corporate Income Tax Rate applicable
for March 31, 2019 and March 31, 2018:
The Stock Options were granted to the employees of the Manufacturing Business Undertaking as referred to in Note 1 and
the related details of movement in Stock Options are given below:
90
Corporate Overview Management Reports Financial Statements
Options Weighted
Weighted
Vesting Options Outstanding at the Average
Grant Date of Average Options Options end of the year
Commences Forfeited Remaining
No. Grant Exercise Granted Exercised
on / lapsed Yet to Contractual
Price (`) Vested
vest Life (in Years)
1 31-Oct-07 43.37 31.10.08 6,00,120 3,63,624 2,36,496 - -
2 31-Jan-08 45.61 30.01.09 1,05,460 81,324 24,136 - -
3
Tr I 24-Mar-08 39.19 31.10.09 26,55,260 15,39,971 11,15,289 - -
Tr II 24-Mar-08 27.04 31.10.09 34,241 34,241 - -
4
Tr I 31-Jul-08 30.67 31.07.09 3,86,900 2,84,961 1,01,939 - -
Tr II 31-Jul-08 21.16 31.07.09 9,344 2,000 - 7,344 -
5 31-Oct-08 16.73 31.10.09 54,000 30,240 23,760 - -
6 30-Jan-09 21.42 30.01.10 28,100 23,323 4,777 - -
7
Tr I 29-Jan-11 96.63 29.01.12 4,25,400 2,38,404 1,86,996 - -
Tr II 29-Jan-11 66.67 29.01.12 21,280 4,864 16,416 - 1.33
Tr III 29-Jan-11 66.67 29.01.12 15,112 10,336 - 4,776 - 0.83
8 29-Jan-11 96.63 29.01.12 1,92,400 80,916 1,11,484 - -
9 29-Jan-11 96.63 29.01.12 13,900 - 13,900 - -
10 02-May-11 96.91 02.05.12 55,000 19,680 35,320 - -
11 01-Aug-11 110.23 01.08.12 33,600 - 33,600 - -
12
Tr I 02-Nov-11 98.74 02.11.12 1,26,800 48,148 78,652 - -
Tr II 02-Nov-11 68.13 02.11.12 51,516 20,022 - 31,494 - 1.18
Employee Stock Option Plan 2016
Options
Options Weighted
unvested
vested and Average
Vesting Options Options Outstanding and
Grant Date of Exercise Options Outstanding Remaining
Commences Exercised Cancelled at the End of
No Grant Price (`) Granted at the End of Contractual
on & allotted / lapsed the Year
the Year Life (in
Years)
Vested Yet to vest
Tr I 15-Mar-17 416.86 15-Mar-18 2,37,960 - 2,37,960 - - -
Tr II 15-Mar-17 416.86 15-Mar-18 2,32,270 1,06,420 16,770 1,09,080 - 3.96
The Fair Value of Options used to compute proforma net profit and earnings per Equity Share have been estimated on the
date of the grants using Black-Scholes model by an independent consultant. The related compensation costs, if any, is being
accounted for by the Resulting Company.
91
Notes to Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
The key assumptions used in Black-Scholes model for calculating the fair value as on the date of the grants are:
Employee Stock Option plan 2007
Price of the underlying
Vesting Risk Free Expected
Grant Expected Dividend Share in the Market Fair Value of
Commences Interest Volatility of
No. Life (Years) Yield (%) at the time of Option the Option (`)
on Rate (%) Share Price (%)
Grand (`)
1 31.10.08 7.71 2.50 39.11 3.43 43.37 11.34
2 30.01.09 7.44 2.50 42.02 3.43 45.61 12.50
3
Tr I 31.10.09 8.22 - 8.25 1.62 - 2.62 31.56 - 37.07 1.86 39.19 73.92 - 74.89
Tr II 31.10.09 8.22 - 8.25 1.62 - 2.62 31.56 - 37.07 1.86 39.19 73.92 - 74.89
4
Tr I 31.07.09 0.00 - 8.24 0.00 - 2.99 0.00 - 39.82 1.86 30.67 80.83 - 81.68
Tr II 31.07.09 0.00 - 8.24 0.00 - 2.99 0.00 - 39.82 1.86 30.67 80.83 - 81.68
5 31.10.09 8.21 - 8.31 0.12 - 3.24 32.28 - 42.55 1.86 16.73 92.20 - 94.76
6 30.01.10 8.21 - 8.31 0.24 - 3.49 28.04 - 43.77 1.86 21.42 88.54 - 90.00
7
Tr I 29.01.12 8.21 - 8.26 1.24 - 5.48 31.69 - 46.73 1.86 96.63 39.45 - 80.72
Tr II 29.01.12 8.21 - 8.26 1.24 - 5.48 31.69 - 46.73 1.86 96.63 39.45 - 80.72
Tr III 29.01.12 8.21 - 8.26 1.24 - 5.48 31.69 - 46.73 1.86 96.63 39.45 - 80.72
8 29.01.12 8.21 - 8.26 1.24 - 4.48 31.69 - 43.79 1.86 96.63 27.22 - 52.67
9 29.01.12 8.21 - 8.26 1.24 - 3.48 31.69 - 43.79 1.86 96.63 27.22 - 46.62
10 02.05.12 8.21 - 8.25 1.37 - 5.74 31.38 - 47.27 1.86 96.63 27.90 - 56.06
11 01.08.12 8.21 - 8.25 1.49 - 5.99 31.76 - 47.01 1.86 110.23 21.93 - 53.00
12
Tr I 02.11.12 8.21 - 8.24 1.74 - 6.24 32.74 - 46.93 1.86 98.74 30.05 - 57.75
Tr II 02.11.12 8.21 - 8.24 1.74 - 6.24 32.74 - 46.93 1.86 98.74 30.05 - 57.75
Employee Stock Option Plan 2016
Price of the
Expected
Vesting Risk Free underlying Share
Grant Expected Volatility of Dividend Fair Value of the
Commences Interest in the Market
No. Life (Years) Share Price Yield (%) Option (`)
on Rate (%) at the time of
(%)
Option Grand (`)
Tr I 15-Mar-18 6.75 3.50 31.49 0.25 416.86 134.16
Tr II 15-Mar-18 6.75 3.50 31.49 0.25 416.86 134.16
Note 27 - Financial Risk Management
The Company has operations in India. Whilst risk is inherent in the Company’s activities, it is managed through a risk
management framework, including ongoing identification, measurement and monitoring subject to risk limits and other
controls. The Company’s activities expose it to credit risk, liquidity risk and market risk.
This note explains the sources of risk which the Company is exposed to and how the entity manages the risk.
Risk Exposure arising from Measurement Management
Cash and cash equivalents, financial
assets measured at amortised cost Setting limits on the amount of acceptable risk,
Credit Risk and fair value through profit or loss Credit ratings diversification of investment limits, monitoring
and other comprehensive income, of counter-parties basis credit rating.
such as investments etc.,
The Board of Directors provide guiding principles for overall risk management, as well as policies covering specific
areas, such as, credit risk, liquidity risk and investment of available funds.
92
Corporate Overview Management Reports Financial Statements
93
INDEPENDENT AUDITOR’S REPORT
To the Members of Cholamandalam Financial Holdings
Limited (formerly known as TI Financial Holdings Limited)
Report on the Audit of the Consolidated Ind AS Audit of the Consolidated Ind AS Financial Statements’
Financial Statements section of our report. We are independent of the Group
in accordance with the ‘Code of Ethics’ issued by the
Opinion
Institute of Chartered Accountants of India together with
We have audited the accompanying Consolidated Ind AS the ethical requirements that are relevant to our audit of the
Financial Statements of Cholamandalam Finance Holdings financial statements under the provisions of the Act and
Limited (hereinafter referred to as “the Holding Company” the Rules thereunder, and we have fulfilled our other ethical
and formerly known as TI Financial Holdings Limited), its responsibilities in accordance with these requirements and
subsidiaries (the Holding Company and its subsidiaries the Code of Ethics. We believe that the audit evidence
together referred to as “the Group”), its associate and its we have obtained is sufficient and appropriate to provide
joint venture comprising of the Consolidated Balance sheet a basis for our audit opinion on the Consolidated Ind AS
as at March 31 2019, the Consolidated Statement of Profit
Financial Statements.
and Loss, including other comprehensive income, the
Consolidated Cash Flow Statement and the Consolidated Key Audit Matters
Statement of Changes in Equity for the year then ended, Key audit matters are those matters that, in our
and notes to the Financial Statements, including a summary professional judgment, were of most significance in our
of significant accounting policies and other explanatory
audit of the Consolidated Ind AS Financial Statements
information (hereinafter referred to as “the Consolidated
for the year ended March 31, 2019. These matters were
Ind AS Financial Statements”).
addressed in the context of our audit of the Consolidated
In our opinion and to the best of our information and Ind AS Financial Statements as a whole and in
according to the explanations given to us and based forming our opinion thereon, and we do not provide a
on the consideration of reports of other auditors on separate opinion on these matters. For each matter below,
separate financial statements and on the other financial our description of how our audit addressed the matter is
information of subsidiaries and joint venture, the aforesaid provided in that context.
Consolidated Ind AS Financial Statements give the
We have determined the matters described below to be
information required by the Companies Act, 2013, as
the key audit matters to be communicated in our report.
amended (“the Act”) in the manner so required and give
We have fulfilled the responsibilities described in the
a true and fair view in conformity with the accounting
principles generally accepted in India, of the consolidated Auditor’s responsibilities for the audit of the Consolidated
state of affairs of the Group, its associate and joint venture Ind AS Financial Statements section of our report,
as at March 31, 2019, their consolidated profit including including in relation to these matters. Accordingly, our
other comprehensive income, their consolidated cash audit included the performance of procedures designed
flows and the consolidated statement of changes in equity to respond to our assessment of the risks of material
for the year ended on that date. misstatement of the Consolidated Ind AS Financial
Statements. The results of audit procedures performed by
Basis for Opinion
us and by other auditors of components not audited by us,
We conducted our audit of the Consolidated Ind AS as reported by them in their audit reports furnished to us by
Financial Statements in accordance with the Standards the management, including those procedures performed
on Auditing (SAs), as specified under Section 143(10) of to address the matters below, provide the basis for our
the Act. Our responsibilities under those Standards are audit opinion on the accompanying Consolidated Ind AS
further described in the ‘Auditor’s Responsibilities for the Financial Statements.
94
Corporate Overview Management Reports Financial Statements
Key audit matters How our audit addressed the key audit matter
a) Change in financial reporting framework – First time adoption of Indian Accounting Standards (as described in
Note 4.1 of the Consolidated Ind AS Financial Statements)
In accordance with the roadmap for implementation of Ind Our audit procedures included the following:
AS for non-banking financial companies, as announced by
o Reading the Ind AS impact assessment performed by
the Ministry of Corporate Affairs, the Group has prepared
the management to identify areas which were impacted
its Consolidated financial statements under Ind AS from
on account of Ind AS transition;
April 1, 2018 with an effective date of April 1, 2017 for such
transition. For periods up to and including the year ended o Understanding the financial statement closure process
March 31, 2018, the Group had prepared and presented and the controls established by the Group for transition
its financial statements in accordance with the erstwhile to Ind AS;
generally accepted accounting principles in India (Indian o Reading and assessing the changes made to the
GAAP). accounting policies due to the requirements of the new
In order to give effect of the transition to Ind AS, these financial reporting framework;
Consolidated Financial Statements for the year ended o Assessing the judgements exercised by the management
March 31, 2019, together with the comparative financial in applying the first-time adoption principles of Ind AS
information for the previous year ended March 31, 2018 101 especially in respect of fair valuation of financial
and the transition date balance sheet as at April 1, 2017 assets and the evaluation of the Company’s control
have been prepared under Ind AS. The basis of preparation over various investees;
of the Group’s Consolidated Ind AS Financial Statements
is more fully described in Note 4.1. In specific, one of the o Testing accounting adjustments posted as at the
subsidiary which in the general insurance business and transition date, and in respect of the previous year
whose financial statements and other financial information to convert the financial information reported under
are prepared under Statutory GAAP, has been converted to erstwhile Indian GAAP to Ind AS; and
Ind AS by management for the purpose of inclusion in the o Assessing the disclosures included in the Consolidated
Consolidated Ind AS Financial Statements. Ind AS financial statements in accordance with the
The transition to Ind AS has involved changes in the Group’s requirements of Ind AS (including with respect to the
policies and processes relating to financial reporting. Further, previous periods presented).
the management has also exercised judgement (wherever
applicable) in giving effect to various principles of Ind AS
in its first-time adoption. In specific, management has also
performed control evaluation over various investees as per
Ind AS which also requires significant judgment.
95
In connection with the Subsidiary Company – Cholamandalam Investment and Finance Company Limited (‘CIFCL’)
(A) Significant adjustments pursuant to adoption of Ind AS
The key adjustments made to the financial statements on Our audit procedures with regard to the key adjustments
first-time adoption of Ind AS by CIFCL for the year ended pursuant to 1st time adoption of Ind AS included assessing the
March 31, 2019 are as follows: judgements applied by the management in this regard.
1. CIFCL earns certain income and incurs certain Specific procedures in connection with Sl. No. 1:
expenses which are directly attributable to the
Our audit response included (as applicable in each case):
origination of loans disbursed by it. Under Ind AS,
the accounting for these upfront charges and interest • Assessing the items which has been considered as part of
income are based on the effective interest rate method effective interest rate as well as the related computation
for loans which is based on the loan cash flows. on a test basis; and
2. Under the Previous GAAP, the identification of • Assessing the related IT system and manual controls
delinquent accounts and consequent provisions for implemented for effective interest rate accounting.
loan losses were made on the loans based on the
Specific procedures on the matter discussed in Sl. No. 2:
guidelines prescribed by the Reserve Bank of India
(‘RBI’) in this regard. Under Ind AS, estimates regarding We gained an understanding of the Company’s key credit
the impairment provision against financial assets are processes comprising granting, recording and monitoring of
based on the expected credit loss model developed loans as well as impairment provisioning. In addition,
by the Company based on the principles prescribed • We read and assessed the Company’s impairment
under Ind AS 109. provisioning policy as per Ind AS 109;
3. CIFCL from time to time enters into securitisation and • Obtained an understanding of the Company’s Expected
assignment transactions for transfer of financial assets Credit Loss (‘ECL’) methodology, the underlying
under arrangements which have different terms and assumptions and performed sample tests to assess the
conditions. Under Ind AS, Management has performed staging of outstanding exposures;
an evaluation of whether the financial asset meets
the de-recognition criteria prescribed in Ind AS 109 • We assessed the Exposure at Default used in the
is satisfied on a case to case basis and based on impairment calculations on a test basis;
such evaluation, related accounting adjustments are • Obtained an understanding of the basis and methodology
recorded in the financial statements. adopted by management to determine 12 month and
Additionally, regarding the matter discussed in Sl. No. life-time probability of defaults for various homogenous
2, as explained in the notes to the Consolidated Ind AS segments and performed test checks;
Financial Statements for the year ended March 31, 2019, • Obtained an understanding of the basis and methodology
the impairment provision based on the expected credit adopted by management to determine Loss Given
loss model requires the management to make significant Defaults for various homogenous segments based on
judgments in connection with related computation. These past recovery experience, qualitative factors etc., and
include: performed test checks;
(a) Segmentation of the loan portfolio into homogenous • Assessed the items of loans and advances, credit
pool of borrowers; related contingent items as at the reporting date which
(b) Identification of exposures where there is a significant are considered in the impairment computation as at the
increase in credit risk and those that are credit reporting date;
impaired; • Assessed the data used in the impairment computation
(c) Determination of the 12 month and life-time probability (including the data integrity of information extracted from
of default for each of the segments identified; and the Company’s IT systems);
(d) Loss given default for various exposures based on • Enquired with the management regarding significant
past recoveries, management estimates etc., judgments and estimates involved in the impairment
computation;
96
Corporate Overview Management Reports Financial Statements
Note 5.4.1 to the Consolidated Ind AS Financial Statements • Assessed analytical reviews of disaggregated data to
explains the various considerations that the management observe any unusual trends warranting additional audit
considers for developing this expected credit loss model. procedures; and
As at March 31, 2019, CIFCL has made a provision for • Read the financial statement disclosures made as per Ind
impairment loss aggregating to ` 930.71 Crores against AS 109 and Ind AS 107.
the loans. Due to the significance of the judgments used
Specific procedures in relation to Sl. no 3:
in both classification of loans and advances into various
stages as well as the computation of expected credit • Obtained and read a sample of agreements entered
losses on such financial assets as per Ind AS 109, this has for securitisation of financial assets and assignment
been considered as an area of significance for our audit. transactions to assess management’s determination of
the satisfaction of de-recognition conditions as per Ind
AS 109;
(B) Audit in an Information Technology (IT) enabled environment – including considerations on exceptions identified
in IT environment
Pursuant to various reporting requirements such as reporting on In assessing the reliability of electronic data processing,
the internal controls over financial reporting, we place significant we included specialized IT auditors in our audit team.
emphasis on the information systems and the controls and process Our audit procedures focused on the IT infrastructure
around such information systems and the usage of information and applications relevant to financial reporting:
from such systems for the purpose of financial reporting by the
• Assessing the information systems and the
Management.
applications that is available in the Company in two
CIFCL has information technology applications which are used phases: (i) IT General Controls and (ii) Application
across various class of transactions in its operations through the level embedded controls;
automated and IT dependent manual controls that are embedded
• The aspects covered in the IT systems General
in them.
Control audit were (i) User Access Management
Hence, our audit procedures have focus on IT systems and (ii) Change Management (iii) Other related ITGCs;
controls in them due the pervasive nature and complexity of the IT - to understand the design and the operating
environment, operational volume across numerous locations daily effectiveness of such controls in the system;
and the reliance on automated and IT dependent manual controls.
• Understanding of the changes that were made
to the IT landscape during the audit period and
assessing changes that have impact on financial
reporting;
97
(C) Pending litigations with tax authorities
CIFCL operates in a complex tax environment In assessing the exposure of CIFCL for the tax litigations, we have
and is required to discharge direct and indirect performed the following procedures:
tax obligations under various legislations such
• Obtained an understanding of the process laid down by the
as Income Tax Act, 1961 and the Finance Act,
management for performing their assessment taking into
1994 and VAT Acts of various states.
consideration past legal precedents, changes in laws and
The tax authorities under these legislations have regulations, expert opinions obtained from external tax / legal
raised certain tax demands on CIFCL in respect experts (as applicable);
of the past periods. CIFCL has disputed such
• Assessed the processes and entity level controls established by
demands and has appealed against them at
CIFCL to ensure completeness of information with respect to tax
appropriate forums. As at March 31, 2019 the
litigations;
Company has an amount of ` 636.67 crore
involved in various pending tax litigations. • Along with our tax experts, we undertook the following procedures:
Ind AS 37 requires management to perform • Reading communications with relevant tax authorities including
an assessment of the probability of economic notices, demands, orders, etc., pertinent to the pending
outflow on account of such disputed tax litigations, as made available to us by the management;
matters and determine whether any particular
• Testing the accuracy of disputed amounts from the underlying
obligation needs to be recorded as a provision
communications received from tax authorities and responses
in the books of account or to be disclosed
filed by CIFCL;
as a contingent liability. Considering the
significant degree of judgement applied by the • Considered the submissions made to appellate authorities and
management in making such assessments and expert opinions obtained by the Company from external tax
the resultant impact on the financial statements, / legal experts (wherever applicable) which form the basis for
we have considered it to be an area of management’s assessment;
significance for our audit. • Assessed the positions taken by the management in the light of
the aforesaid information and based on the examination of the
matters by our tax experts.
98
Corporate Overview Management Reports Financial Statements
99
Information Other than the Financial Statements and adequate internal financial controls, that were operating
Auditor’s Report Thereon effectively for ensuring the accuracy and completeness
of the accounting records, relevant to the preparation
The Holding Company’s Board of Directors is responsible and presentation of the Consolidated Ind AS Financial
for the other information. The other information comprises Statements that give a true and fair view and are free
the Chairman’s message, Performance in FY 19, Board’s from material misstatement, whether due to fraud or error,
Report and Management Discussion and Analysis, Form which have been used for the purpose of preparation of the
AOC-1, General Shareholder Information and Business Consolidated Ind AS Financial Statements by the Directors
Responsibility report included in the Annual report, but does of the Holding Company, as aforesaid.
not include the Consolidated Ind AS Financial Statements
In preparing the Consolidated Financial Statements, the
and our auditor’s report thereon.
respective Board of Directors of the companies included in
Our opinion on the Consolidated Ind AS Financial the Group, its associate and its joint venture are responsible
Statements does not cover the other information and we for assessing the ability of the Group, its associate and its
do not express any form of assurance conclusion thereon. joint venture to continue as a going concern, disclosing,
as applicable, matters related to going concern and using
In connection with our audit of the Consolidated Ind AS the going concern basis of accounting unless management
Financial Statements, our responsibility is to read the other either intends to liquidate the Group or to cease operations,
information and, in doing so, consider whether such other or has no realistic alternative but to do so.
information is materially inconsistent with the Consolidated
Financial Statements or our knowledge obtained in the Those respective Board of Directors of the Companies
audit or otherwise appears to be materially misstated. If, included in the Group, its associate and its joint venture
based on the work we have performed, we conclude that are also responsible for overseeing the financial reporting
there is a material misstatement of this other information, process of the Group, its associate and its joint venture.
we are required to report that fact. We have nothing to
report in this regard. Auditor’s Responsibilities for the Audit of the
Consolidated Ind AS Financial Statements
Responsibilities of Management for the Consolidated
Ind AS Financial Statements Our objectives are to obtain reasonable assurance about
whether the Consolidated Ind AS Financial Statements as a
The Holding Company’s Board of Directors is responsible whole are free from material misstatement, whether due to
for the preparation and presentation of these Consolidated fraud or error, and to issue an auditor’s report that includes
Ind AS Financial Statements in terms of the requirements our opinion. Reasonable assurance is a high level of
of the Act that give a true and fair view of the consolidated assurance, but is not a guarantee that an audit conducted
financial position, consolidated financial performance in accordance with SAs will always detect a material
including other comprehensive income, consolidated cash misstatement when it exists. Misstatements can arise from
flows and consolidated statement of changes in equity of fraud or error and are considered material if, individually
the Group, its associate and its joint venture in accordance or in the aggregate, they could reasonably be expected
with the accounting principles generally accepted in to influence the economic decisions of users taken on the
India, including the Indian Accounting Standards (Ind basis of these Consolidated Ind AS Financial Statements.
AS) specified under Section 133 of the Act read with the
As part of an audit in accordance with SAs, we exercise
Companies (Indian Accounting Standards) Rules, 2015,
professional judgment and maintain professional skepticism
as amended. The respective Board of Directors of the
throughout the audit. We also:
companies included in the Group, its associate and joint
venture are responsible for maintenance of adequate
• Identify and assess the risks of material misstatement
accounting records in accordance with the provisions
of the Consolidated Ind AS Financial Statements,
of the Act for safeguarding of the assets of the Group,
whether due to fraud or error, design and perform
its associate and its joint venture and for preventing and
audit procedures responsive to those risks, and
detecting frauds and other irregularities; selection and
obtain audit evidence that is sufficient and appropriate
application of appropriate accounting policies; making
to provide a basis for our opinion. The risk of not
judgments and estimates that are reasonable and prudent;
detecting a material misstatement resulting from fraud
and the design, implementation and maintenance of
100
Corporate Overview Management Reports Financial Statements
is higher than for one resulting from error, as fraud performance of the audits carried out by them. We
may involve collusion, forgery, intentional omissions, remain solely responsible for our audit opinion.
misrepresentations, or the override of internal control.
We communicate with those charged with governance
• Obtain an understanding of internal control relevant to of the Holding Company and such other entities
the audit in order to design audit procedures that are included in the Consolidated Ind AS Financial
appropriate in the circumstances. Under section 143(3) Statements of which we are the independent auditors
(i) of the Act, we are also responsible for expressing regarding, among other matters, the planned scope
our opinion on whether the Holding Company has and timing of the audit and significant audit findings,
adequate internal financial controls system in place including any significant deficiencies in internal control
and the operating effectiveness of such controls. that we identify during our audit.
• Evaluate the appropriateness of accounting policies We also provide those charged with governance with
used and the reasonableness of accounting estimates a statement that we have complied with relevant
and related disclosures made by management. ethical requirements regarding independence, and
to communicate with them all relationships and other
• Conclude on the appropriateness of management’s
matters that may reasonably be thought to bear on
use of the going concern basis of accounting and,
our independence, and where applicable, related
based on the audit evidence obtained, whether
safeguards.
a material uncertainty exists related to events or
conditions that may cast significant doubt on the From the matters communicated with those charged
ability of the Group, its associate and its joint venture with governance, we determine those matters that were
to continue as a going concern. If we conclude that of most significance in the audit of the Consolidated
a material uncertainty exists, we are required to Ind AS Financial Statements for the year ended March
draw attention in our auditor’s report to the related 31, 2019 and are therefore the key audit matters. We
disclosures in the Consolidated Ind AS Financial describe these matters in our auditor’s report unless
Statements or, if such disclosures are inadequate, to law or regulation precludes public disclosure about the
modify our opinion. Our conclusions are based on the matter or when, in extremely rare circumstances, we
audit evidence obtained up to the date of our auditor’s determine that a matter should not be communicated
report. However, future events or conditions may in our report because the adverse consequences of
cause the Group, its associate and its joint venture to doing so would reasonably be expected to outweigh
cease to continue as a going concern. the public interest benefits of such communication.
101
Statements, in so far as it relates to the amounts and adjustments made by the management and have
disclosures included in respect of these subsidiaries relied upon the appointed actuary’s certificate
and joint venture, and our report in terms of sub- in this regard.
sections (3) of Section 143 of the Act, in so far as it
Our opinion in so far as it relates to the balances
relates to the aforesaid subsidiaries and joint venture,
and affairs of such Subsidiary is based on the report
is based solely on the report(s) of such other auditors.
of other auditors, the reliance on the appointed
Our opinion is not modified in respect of this matter.
actuary’s certificate and the conversion adjustments
(b) We did not audit the financial statements and other prepared by the management of the Company
financial information in respect of one subsidiary and audited by us. Our opinion is not modified in
whose financial statements and other financial respect of this matter.
information include total assets of ` 9,094.32 Crores
(c) The Consolidated Ind AS Financial Statements also
as at March 31, 2019, and total revenues of ` 3,587.63
include the Group’s share of net loss of ` 0.35 Crores
Crores and net cash outflows of ` 3.72 Crores for the
for the year ended March 31, 2019, as considered
year ended on that date. These financial statements
in the Consolidated Ind AS financial statements, in
have been prepared in accordance with Insurance
respect of one associate whose financial statements,
Act, 1938 as amended, the Insurance Regulatory
other financial information have not been audited
and Development Authority Act, 1999 (as amended),
and whose unaudited financial statements, other
the Insurance Regularity and Development Authority
unaudited financial information have been furnished
(Preparation of Financial Statements and Auditor’s
to us by the management. Our opinion, in so far as
Report of Insurance Companies) Regulations, 2002,
it relates to the amounts and disclosures included in
Circulars / Orders / Directions issued by the IRDAI in
respect of this associate, and our report in terms of
this regard, and the Accounting Standards specified
sub-sections (3) of Section 143 of the Act in so far as
under Section 133 of the Companies Act, 2013 read
it relates to the aforesaid associate, is based solely
with Rule 7 of Companies (Accounts) Rules, 2014
on such unaudited financial statement and other
and Companies (Accounting Standards) Amendment
unaudited financial information. In our opinion and
Rules, 2016 (“Statutory GAAP”), and have been audited
according to the information and explanations given
by other auditors under generally accepted auditing
to us by the Management, these financial statements
standards applicable in India and whose reports have
and other financial information are not material to
been furnished to us by the Management. The other
the Group. Our opinion is not modified in respect
auditors of this subsidiary in their report have reported
of this matter.
that they have relied on the subsidiary’s appointed
actuary’s certificate on the estimate of claims Incurred (d) Our opinion above on the Consolidated Ind AS
but Not Reported [IBNR] and claims Incurred but Not Financial Statements, and our report on Other Legal
Enough Reported [IBNER]. The appointed actuary has and Regulatory Requirements below, is not modified
certified to the Subsidiary that the assumptions used for in respect of the above matters with respect to our
such valuation are appropriate and are in accordance reliance on the work done and the reports of the other
with the requirements of the Insurance Regulatory and auditors and the certificates provided by the appointed
Development Authority of India (‘IRDAI’) and Institute actuary as applicable.
of Actuaries of India in concurrence with IRDAI.
Report on Other Legal and Regulatory Requirements
The Subsidiary’s management has converted the
As required by Section 143(3) of the Act, based on our audit
financial statements of such subsidiary from Statutory
and on the consideration of report of the other auditors
GAAP to comply with the requirements of Indian
on separate financial statements and the other financial
Accounting Standards (Ind AS) specified under
information of subsidiaries and its joint venture, as noted
Section 133 of the Act read with the Companies (Indian
in the ‘other matter’ paragraph we report, to the extent
Accounting Standards) Rules, 2015, as amended
applicable, that:
including incorporating necessary adjustments
relating to liability adequacy test and disclosures (a) We / the other auditors whose report we have relied
relating to insurance liabilities as per Ind AS 104 on upon have sought and obtained all the information
Insurance Contracts based on the appointed actuary’s and explanations which to the best of our knowledge
certificate. We have audited these conversion and belief were necessary for the purposes of our
102
Corporate Overview Management Reports Financial Statements
audit of the aforesaid Consolidated Ind AS financial with the provisions of Section 197 read with
statements; Schedule V to the Act;
(b) In our opinion, proper books of account as required (h) With respect to the other matters to be included in
by law relating to preparation of the aforesaid the Auditor’s Report in accordance with Rule 11 of
consolidation of the financial statements have been the Companies (Audit and Auditors) Rules, 2014,
kept so far as it appears from our examination of those as amended, in our opinion and to the best of our
books and reports of the other auditors; information and according to the explanations given
to us and based on the consideration of the report of
(c) The Consolidated Balance Sheet, the Consolidated
the other auditors on separate financial statements as
Statement of Profit and Loss including the Statement
also the other financial information of the subsidiaries
of Other Comprehensive Income, the Consolidated
and joint venture, as noted in the ‘Other matter’
Cash Flow Statement and Consolidated Statement
paragraph:
of Changes in Equity dealt with by this Report are in
agreement with the books of account maintained for i. The Consolidated Ind AS Financial Statements
the purpose of preparation of the Consolidated Ind AS disclose the impact of pending litigations on
Financial Statements; its consolidated financial position of the Group
and its joint venture in its Consolidated Ind AS
(d) In our opinion, the aforesaid Consolidated Ind AS
Financial Statements – Refer Note 41(a) to the
Financial Statements comply with the Accounting
Consolidated Ind AS Financial Statements;
Standards specified under Section 133 of the Act,
read with Companies (Indian Accounting Standards) ii. Provision has been made in the Consolidated
Rules, 2015, as amended; Ind AS financial statements, as required under
the applicable law or accounting standards, for
(e) On the basis of the written representations received
material foreseeable losses, if any, on long-term
from the directors of the Holding Company as on March
contracts including derivative contracts - Refer
31, 2019 taken on record by the Board of Directors of
Note 7 to the Consolidated Ind AS financial
the Holding Company and the reports of the statutory
statements in respect of such items as it relates
auditors who are appointed under Section 139 of the
to the Group and joint venture;
Act, of its subsidiaries companies and its joint venture,
none of the directors of the Group’s companies and its iii. There has been no delay in transferring amounts,
joint venture incorporated in India is disqualified as on required to be transferred, to the Investor
March 31, 2019 from being appointed as a director in Education and Protection Fund by the Holding
terms of Section 164 (2) of the Act; Company, its subsidiaries and its joint venture
incorporated in India during the year ended
(f) With respect to the adequacy and the operating
March 31, 2019.
effectiveness of the internal financial controls over
financial reporting with reference to these Consolidated
Ind AS Financial Statements of the Holding Company
and its subsidiary companies and its joint venture For S.R. Batliboi & Associates LLP
incorporated in India, refer to our separate Report in Chartered Accountants
“Annexure 1” to this report; ICAI Firm Registration Number: 101049W/E300004
103
ANNEXURE 1 TO THE INDEPENDENT AUDITOR’S applicable to an audit of internal financial controls. Those
REPORT OF EVEN DATE ON THE CONSOLIDATED IND Standards and the Guidance Note require that we comply
AS FINANCIAL STATEMENTS OF CHOLAMANDALAM with ethical requirements and plan and perform the audit
FINANCIAL HOLDINGS LIMITED to obtain reasonable assurance about whether adequate
internal financial controls over financial reporting was
Report on the Internal Financial Controls under Clause
established and maintained and if such controls operated
(i) of Sub-section 3 of Section 143 of the Companies
effectively in all material respects.
Act, 2013 (“the Act”)
Our audit involves performing procedures to obtain audit
In conjunction with our audit of the Consolidated Ind AS
evidence about the adequacy of the internal financial
Financial Statements of Cholamandalam Financial
controls system over financial reporting and their operating
Holdings Limited (formerly known as TI Financial Holdings
effectiveness. Our audit of internal financial controls over
Limited) as of and for the year ended March 31, 2019, we
financial reporting included obtaining an understanding of
have audited the internal financial controls over financial
internal financial controls over financial reporting, assessing
reporting of Cholamandalam Financial Holdings Limited
the risk that a material weakness exists, and testing and
(hereinafter referred to as the “Holding Company”) and
evaluating the design and operating effectiveness of
its subsidiary companies and joint venture which are
internal control based on the assessed risk. The procedures
companies incorporated in India, as of that date.
selected depend on the auditor’s judgement, including the
Management’s Responsibility for Internal Financial assessment of the risks of material misstatement of the
Controls financial statements, whether due to fraud or error.
The respective Board of Directors of the of the Holding We believe that the audit evidence we have obtained and
Company, its subsidiary companies, associate and joint the audit evidence obtained by the other auditors in terms
venture which are companies incorporated in India, are of their reports referred to in the Other Matters paragraph
responsible for establishing and maintaining internal below, is sufficient and appropriate to provide a basis for
financial controls based on the internal control over our audit opinion on the internal financial controls system
financial reporting criteria established by the Holding over financial reporting.
Company considering the essential components of internal
Meaning of Internal Financial Controls Over Financial
control stated in the Guidance Note on Audit of Internal
Reporting
Financial Controls Over Financial Reporting issued by
the Institute of Chartered Accountants of India. These A Company’s internal financial control over financial
responsibilities include the design, implementation and reporting is a process designed to provide reasonable
maintenance of adequate internal financial controls that assurance regarding the reliability of financial reporting
were operating effectively for ensuring the orderly and and the preparation of financial statements for external
efficient conduct of its business, including adherence to purposes in accordance with generally accepted
the respective company’s policies, the safeguarding of its accounting principles. A company’s internal financial
assets, the prevention and detection of frauds and errors, control over financial reporting includes those policies and
the accuracy and completeness of the accounting records, procedures that (1) pertain to the maintenance of records
and the timely preparation of reliable financial information, that, in reasonable detail, accurately and fairly reflect the
as required under the Act. transactions and dispositions of the assets of the company;
(2) provide reasonable assurance that transactions are
Auditor’s Responsibility
recorded as necessary to permit preparation of financial
Our responsibility is to express an opinion on the company’s statements in accordance with generally accepted
internal financial controls over financial reporting based accounting principles, and that receipts and expenditures
on our audit. We conducted our audit in accordance of the company are being made only in accordance
with the Guidance Note on Audit of Internal Financial with authorisations of management and directors of the
Controls Over Financial Reporting (the “Guidance Note”) company; and (3) provide reasonable assurance regarding
and the Standards on Auditing, both, issued by Institute prevention or timely detection of unauthorised acquisition,
of Chartered Accountants of India, and deemed to be use, or disposition of the company’s assets that could have
prescribed under section 143(10) of the Act, to the extent a material effect on the financial statements.
104
Corporate Overview Management Reports Financial Statements
Inherent Limitations of Internal Financial Controls Over stated in the Guidance Note on Audit of Internal Financial
Financial Reporting Controls Over Financial Reporting issued by the Institute of
Chartered Accountants of India.
Because of the inherent limitations of internal financial
controls over financial reporting, including the possibility Other Matters
of collusion or improper management override of controls,
Our report under Section 143(3)(i) of the Act on the adequacy
material misstatements due to error or fraud may occur and
and operating effectiveness of the internal financial controls
not be detected. Also, projections of any evaluation of the
over financial reporting of the Holding Company, insofar as it
internal financial controls over financial reporting to future
relates to three subsidiary Companies and one joint venture
periods are subject to the risk that the internal financial
incorporated in India, is based on the corresponding report
control over financial reporting may become inadequate
of the auditors of such Subsidiary Companies and joint
because of changes in conditions, or that the degree of
venture incorporated in India.
compliance with the policies or procedures may deteriorate.
105
Consolidated Balance Sheet
As at March 31, 2019
Note As at As at As at
Particulars
No. March 31, 2019 March 31, 2018 April 1, 2017
ASSETS
Financial Assets
Cash and Cash Equivalents 6A 3,281.93 486.33 328.11
Bank balances other than Cash and Cash Equivalents 6B 663.54 722.53 1,087.49
Derivative financial instruments 7 88.69 5.99 -
Receivables
i) Trade Receivables 8(i) 41.28 68.85 38.71
ii) Other Receivables 8(ii) 39.08 55.77 45.04
iii) Insurance Contract Assets 9 444.16 555.25 326.69
iv) Reinsurance Assets 10A 1,378.91 1,542.72 1,013.51
Loans 11 52,610.77 42,243.96 33,214.39
Investment in Associate & Joint Venture 12A 35.56 8.90 7.83
Other Investments 12B 7,516.71 6,201.70 4,570.02
Other Financial Assets 13 262.79 175.64 262.64
66,363.42 52,067.64 40,894.43
Non- Financial Assets
Current tax assets (Net) 246.92 228.92 141.04
Deferred tax assets (Net) 14 608.07 438.75 360.58
Goodwill on Consolidation 42.72 49.73 49.73
Investment Property 15 29.29 28.87 28.88
Intangible Assets under development 13.97 3.80 0.04
Property, Plant and Equipment 16 196.99 194.04 178.60
Intangible assets 17 36.94 38.36 33.26
Other Non-Financial Assets 18 398.89 356.50 233.70
1,573.79 1,338.97 1,025.83
TOTAL 67,937.21 53,406.61 41,920.26
EQUITY AND LIABILITIES
Financial Liabilities
Derivative financial instruments 7 8.41 76.55 101.03
Payables
(I) Trade Payables
i) Total outstanding dues of micro and small
- - -
enterprises
ii) Total outstanding dues of creditors other than
231.45 214.03 132.46
micro and small enterprises
(II) Other Payables
i) Total outstanding dues of micro and small
0.18 - -
enterprises
ii) Total outstanding dues of creditors other than
223.15 220.68 132.81
micro and small enterprises
106
Corporate Overview Management Reports Financial Statements
Note As at As at As at
Particulars
No. March 31, 2019 March 31, 2018 April 1, 2017
(III) Other Insurers
i) Total outstanding dues of micro and small
- - -
enterprises
ii) Total outstanding dues of creditors other than
401.63 595.18 219.66
micro and small enterprises
Debt Securities 19 13,961.82 14,140.54 13,379.42
Borrowings(Other than Debt Securities) 20 32,126.78 20,169.40 13,744.38
Subordinated Liabilities 21 4,358.68 3,890.03 2,946.31
Insurance Contract Liabilities 10 5,317.00 4,569.32 3,398.63
Other Financial Liabilities 22 290.56 270.04 217.24
56,919.66 44,145.77 34,271.94
Non-Financial Liabilities
Provisions 23 87.13 74.97 63.09
Other Non-Financial Liabilities 24 3,065.96 2,596.87 2,043.60
3,153.09 2,671.84 2,106.69
Equity
Equity Share Capital 25 18.77 18.75 18.75
Other Equity 26 3,924.83 3,290.84 2,752.97
3,943.60 3,309.59 2,771.72
Non Controlling Interest 3,920.86 3,279.41 2,769.91
7,864.46 6,589.00 5,541.63
TOTAL 67,937.21 53,406.61 41,920.26
Summary of significant accounting policies 5
The accompanying notes are forming part of the consolidated financial statements
107
Consolidated Statement of Profit and Loss
for the year ended March 31, 2019
108
Corporate Overview Management Reports Financial Statements
The accompanying notes are forming part of the consolidated financial statements
109
110
Consolidated Statement of Changes in Equity
for the year ended March 31, 2019
111
Consolidated Cash Flow Statement
for the year ended March 31, 2019
The accompanying notes are forming part of the consolidated financial statements
112
Corporate Overview Management Reports Financial Statements
Pursuant to a scheme of arrangement (“the Scheme”) • The contractual arrangement with the other vote
the manufacturing business undertaking of the holders of the investee
Company was vested in/ transferred to Tube
• Rights arising from other contractual arrangements
Investments of India Limited (“the Resulting Company”)
vide the order of the National Company Law Tribunal, • The Group’s voting rights and potential voting rights
Chennai (“NCLT”) dated July 17, 2017. The Scheme • The size of the Group’s holding of voting rights relative
had an appointed date of April 1, 2016 and came to the size and dispersion of the holdings of the other
into effect from August 1, 2017. Consequently, the voting rights holders
Company became a Core Investment Company.
The Company’s application for registration as a The Group re-assesses whether or not it controls an
Core Investment Company with the Reserve Bank of investee if facts and circumstances indicate that there
India (‘RBI’). are changes to one or more of the three elements
of control. Consolidation of a subsidiary begins
The Company undertakes financial services business when the Group obtains control over the subsidiary
through its Subsidiaries - Cholamandalam MS General and ceases when the Group loses control of the
Insurance Company Limited for general insurance subsidiary. Assets, liabilities, income and expenses of
business, Cholamandalam Health Insurance Limited a subsidiary acquired or disposed of during the year
for health insurance business and Cholamandalam are included in the consolidated financial statements
Investment and Finance Company Limited for lending from the date the Group gains control until the date
operations. Risk advisory services is carried out the Group ceases to control the subsidiary.
through a joint venture entity Cholamandalam MS Risk
Consolidated Financial Statements are prepared using
Services Limited. The Company and its Subsidiaries
uniform accounting policies for like transactions and
are together referred to as “the Group”
other events in similar circumstances. If a member of
The Consolidated Financial Statements are presented the Group uses accounting policies other than those
for the first time under Ind AS and the amounts are adopted in the consolidated financial statements for
given in Indian Rupees which is also functional like transactions and events in similar circumstances,
currency of the Group. appropriate adjustments are made to that Group
The Consolidated Financial Statements were member’s financial statements in preparing the
authorised for issue in accordance with a resolution of consolidated financial statements to ensure conformity
the directors on May 03, 2019. with the Group’s accounting policies.
113
Notes to Consolidated Financial Statements
subsidiaries. For this purpose, income and expenses If the Group loses control over a subsidiary, it:
of the subsidiary are based on the amounts of the • Derecognises the assets (including goodwill) and
assets and liabilities recognised in the consolidated liabilities of the subsidiary
financial statements at the acquisition date. • Derecognises the carrying amount of any non-
(b) Offset (eliminate) the carrying amount of the parent’s controlling interests
investment in each subsidiary and the parent’s portion • Derecognises the cumulative translation differences
of equity of each subsidiary. Business combinations recorded in equity
policy explains how to account for any related • Recognises the fair value of the consideration received
goodwill. • Recognises the fair value of any investment retained
(c) Eliminate in full intra-group assets and liabilities, • Recognises any surplus or deficit in profit or loss
equity, income, expenses and cash flows relating to Reclassifies the parent’s share of components
transactions between entities of the Group (profits previously recognised in OCI to profit or loss or retained
or losses resulting from intra-group transactions that earnings, as appropriate, as would be required if the
are recognised in assets, such as fixed assets, are Group had directly disposed of the related assets or
eliminated in full). Intra-group losses may indicate liabilities
an impairment that requires recognition in the A change in the ownership interest of a subsidiary,
consolidated financial statements. Ind AS 12 Income without loss of control, is accounted for as an equity
Taxes applies to temporary differences that arise from transaction.
the elimination of profits and losses resulting from
Investments in Associate and Joint Venture
intra-group transactions.
An associate is an entity over which the Group has
Profit or loss and each component of Other significant influence. Significant influence is the power
Comprehensive Income (OCI) are attributed to the to participate in the financial and operating policy
equity holders of the parent of the Group and to the decisions of the investee, but is not control or joint
non-controlling interests, even if this results in the control over those policies.
non-controlling interests having a deficit balance. A joint venture is a type of joint arrangement whereby
When necessary, adjustments are made to the financial the parties that have joint control of the arrangement
statements of subsidiaries to bring their accounting have rights to the net assets of the joint venture. Joint
policies in line with the Group’s accounting policies. control is the contractually agreed sharing of control
All intra-group assets, liabilities, equity, income, of an arrangement, which exists only when decisions
expenses and cash flows relating to transactions about the relevant activities require unanimous
between members of the Group are eliminated in full consent of the parties sharing control.
on consolidation. The considerations made in determining whether
significant influence or joint control are similar to those
Cash generating unit to which goodwill has been
necessary to determine control over the subsidiaries.
allocated is tested for impairment annually, or more
The Group’s investments in its associate and joint
frequently when there is an indication that the unit
venture are accounted for using the equity method.
may be impaired. If the recoverable amount of the
Under the equity method, the investment in an
cash generating unit is less than its carrying amount,
associate or a joint venture is initially recognised
the impairment loss is allocated first to reduce the
at cost. The carrying amount of the investment is
carrying amount of any goodwill allocated to the unit adjusted to recognise changes in the Group’s share
and then to the other assets of the unit pro rata based of net assets of the associate or joint venture since
on the carrying amount of each asset in the unit. Any the acquisition date. Goodwill relating to the associate
impairment loss for goodwill is recognised in profit or or joint venture is included in the carrying amount
loss. An impairment loss recognised for goodwill is not of the investment and is not tested for impairment
reversed in subsequent periods. individually.
114
Corporate Overview Management Reports Financial Statements
The financial statements of the following subsidiaries/Associate/ oint Venture (all incorporated in India) have been
considered for consolidation:
115
Notes to Consolidated Financial Statements
Note 4 - Basis of Preparation Note 5 - Significant accounting policies
The Consolidated financial statements of the Group 5.1 Financial instruments – initial recognition
have been prepared in accordance with Indian 5.1.1 Date of recognition
Accounting Standards (Ind AS) notified under the
Financial assets and liabilities, with the exception of
Companies (Indian Accounting Standards) Rules,
loans, debt securities, and borrowings are initially
2015 (as amended from time to time).
recognised on the trade date, i.e., the date that the
For all periods up to and including the year ended Group becomes a party to the contractual provisions
March 31, 2018, the Group prepared its financial of the instrument. Loans are recognised when fund
statements in accordance with accounting standards transfers are initiated to the customers’ account or
notified under the section 133 of the Companies cheques for disbursement have been prepared by
Act 2013, read together with paragraph 7 of the the Group (as per the terms of the agreement with the
borrowers). The Group recognises debt securities and
Companies (Accounts) Rules, 2014 (Indian GAAP
borrowings when funds reach the Group.
or previous GAAP). These financial statements
for the year ended 31 March 2019 are the first the 5.1.2 Initial measurement of financial instruments
Company has prepared in accordance with Ind AS. The classification of financial instruments at initial
Refer to notes for information on how the Company recognition depends on their contractual terms and
adopted Ind AS. the business model for managing the instruments.
Financial instruments are initially measured at their
The consolidated financial statements have been
fair value, except in the case of financial assets and
prepared on a historical cost basis, except for fair
financial liabilities recorded at Fair value through profit
value through other comprehensive income (FVOCI)
and loss (FVTPL), transaction costs are added to, or
instruments, derivative financial instruments and subtracted from, this amount.
Certain financial assets and financial liabilities
5.1.3 Measurement categories of financial assets and
measured at fair value (refer accounting policy
liabilities
regarding financial instruments).
The Group classifies all of its financial assets based on
4.1 Presentation of financial statements
the business model for managing the assets and the
The Group presents its balance sheet in order of asset’s contractual terms, measured at either:
liquidity. An analysis regarding recovery or settlement • Amortised cost
within 12 months after the reporting date (current) • FVTPL
and more than 12 months after the reporting date • FVTOCI
(non–current) is presented in notes to the financial
5.2 Financial assets and liabilities
statements.
5.2.1 Bank balances, Loans and Trade receivables at
Financial assets and financial liabilities are generally
amortised cost
reported gross in the balance sheet. They are only
offset and reported net when, in addition to having The Group measures Bank balances, Loans and Trade
an unconditional legally enforceable right to offset the receivables at amortised cost if both of the following
recognised amounts without being contingent on a conditions are met:
future event, the parties also intend to settle on a net • The financial asset is held within a business model
basis in all of the following circumstances: with the objective to hold financial assets in order to
collect contractual cash flows and
• The normal course of business
• The contractual terms of the financial asset give rise on
• The event of default
specified dates to cash flows that are solely payments
• The event of insolvency or bankruptcy of the Group of principal and interest (SPPI) on the principal amount
and/or its Counterparties outstanding.
116
Corporate Overview Management Reports Financial Statements
117
Notes to Consolidated Financial Statements
FVTPL together with the corresponding ECLs are disclosed
in notes.
FVTPL is a residual category for debt instruments. Any
debt instrument, which does not meet the criteria for 5.2.8 Reclassification of financial assets and liabilities
categorization as at amortized cost or as FVTOCI, is
The Group does not reclassify its financial assets
classified as at FVTPL.
subsequent to their initial recognition, apart from
Debt instruments included within the FVTPL category the exceptional circumstances in which the Group
are measured at fair value with all changes recognized acquires, disposes of, or terminates a business line
in the statement of Profit and Loss. or changes the business model for managing those
5.2.5 Equity instruments at FVOCI assets except where such sales are insignificant
considering the size of the operations or exceptional
The Group subsequently measures all equity
situation for liquidating the assets in accordance with
investments at fair value through profit or loss, unless
the Asset Liability Management policy of the Group.
the Group’s management has elected to classify
A change in the business model occurs when the
irrevocably some of its equity investments as equity
Group either begins or ceases to perform an activity
instruments at FVOCI, when such instruments meet
that is significant to its operations which is evident
the definition of Equity under Ind AS 32 Financial
to external parties. If the Group reclassifies financial
Instruments: Presentation and are not held for trading.
Such classification is determined on an instrument- assets, it applies the reclassification prospectively
by-instrument basis. from the reclassification date which is the first day of
the immediately next reporting period following the
Gains and losses on these equity instruments are never change in business model. The Group does not restate
recycled to profit or loss. Dividends are recognised in any previously recognised gains, losses (including
profit or loss as dividend income when the right of
impairment gains or losses) or interest.
the payment has been established, except when the
Group benefits from such proceeds as a recovery The Group did not reclassify any of its financial assets
of part of the cost of the instrument, in which case, or liabilities in 2018-19 and 2017-18.
such gains are recorded in OCI. Equity instruments at
5.3 Derecognition of financial assets and liabilities
FVOCI are not subject to an impairment assessment.
5.3.1 Derecognition of financial assets other than due
5.2.6 Debt securities and other borrowed funds
to substantial modification
After initial measurement, debt issued and other
5.3.1.1 Financial assets
borrowed funds are subsequently measured at
amortised cost. Amortised cost is calculated by A financial asset (or, where applicable, a part of a
taking into account any discount or premium on financial asset or part of a group of similar financial
funds borrowed, and costs that are an integral part of assets) is derecognised when the rights to receive
the EIR. cash flows from the financial asset have expired. The
5.2.7 Undrawn loan commitments Group also derecognises the financial asset if it has
both transferred the financial asset and the transfer
Undrawn loan commitments are commitments under qualifies for derecognition.
which, over the duration of the commitment, the
Group is required to provide a loan with pre-specified The Group has transferred the financial asset if, and
terms to the customer. Undrawn loan commitments only if, either:
are in the scope of the Expected Credit Loss (ECL) • The Group has transferred its contractual rights
requirements. to receive cash flows from the financial asset (or) it
The nominal contractual value of undrawn loan retains the rights to the cash flows, but has assumed
commitments, where the loan agreed to be provided an obligation to pay the received cash flows in full
is on market terms, are not recorded in the balance without material delay to a third party under a ‘pass–
sheet. The nominal values of these commitments through’ arrangement.
118
Corporate Overview Management Reports Financial Statements
• The Group has neither transferred nor retained The Group records allowance for expected credit
substantially all the risks and rewards of the asset, but losses for all loans, other debt financial assets not
has transferred control of the asset held at FVTPL, together with loan commitments, in
this section all referred to as ‘financial instruments’.
The Group considers control to be transferred if and
Equity instruments are not subject to impairment
only if, the transferee has the practical ability to sell
under Ind AS 109.
the asset in its entirety to an unrelated third party and
is able to exercise that ability unilaterally and without The ECL allowance is based on the credit losses
imposing additional restrictions on the transfer. expected to arise over the life of the asset (the lifetime
expected credit loss or LTECL), unless there has been
When the Group has neither transferred nor retained
no significant increase in credit risk since origination,
substantially all the risks and rewards and has
in which case, the allowance is based on the 12
retained control of the asset, the asset continues
months’ expected credit loss (12mECL). The Group’s
to be recognised only to the extent of the Group’s
policies for determining if there has been a significant
continuing involvement, in which case, the Group
increase in credit risk are set out below.
also recognises an associated liability. The transferred
asset and the associated liability are measured on a The 12mECL is the portion of LTECLs that represent
basis that reflects the rights and obligations that the the ECLs that result from default events on a financial
Group has retained. instrument that are possible within the 12 months after
the reporting date.
Continuing involvement that takes the form of a
guarantee over the transferred asset is measured at Both LTECLs and 12mECLs are calculated on either
the lower of the original carrying amount of the asset an individual basis or a collective basis, depending
119
Notes to Consolidated Financial Statements
on the nature of the underlying portfolio of financial EAD:
instruments.
The Exposure at Default is an estimate of the exposure
The Group has established a policy to perform an at a future default date (in case of Stage 1 and Stage 2),
assessment, at the end of each reporting period, taking into account expected changes in the exposure
of whether a financial instrument’s credit risk has after the reporting date, including repayments of
increased significantly since initial recognition, by principal and interest, whether scheduled by contract
considering the change in the risk of default occurring or otherwise, expected drawdowns on committed
facilities, and accrued interest from missed payments.
over the remaining life of the financial instrument.
In case of Stage 3 loans EAD represents exposure
Based on the above process, the Group categorises when the default occurred.
its financial instruments into Stage 1, Stage 2 and
LGD:
Stage 3, as described below:
The Loss Given Default is an estimate of the loss arising
Stage 1:
in the case where a default occurs at a given time. It is
When financial instruments are first recognised, the based on the difference between the contractual cash
Group recognises an allowance based on 12mECLs. flows due and those that the lender would expect to
Stage 1 financial instruments also include facilities receive, including from the realisation of any collateral.
where the credit risk has improved and the loan has It is usually expressed as a percentage of the EAD.
been reclassified from Stage 2. Impairment losses and releases are accounted for
Stage 2: and disclosed separately from modification losses or
gains that are accounted for as an adjustment of the
When a financial instrument has shown a significant financial asset’s gross carrying value
increase in credit risk since origination, the Group
The mechanics of the ECL method are summarised
records an allowance for the LTECLs. Stage 2 loans
below:
also include facilities, where the credit risk has
improved and the financial instrument has been Stage 1:
reclassified from Stage 3. The 12mECL is calculated as the portion of LTECLs
Stage 3: that represent the ECLs that result from default events
on a financial instrument that are possible within the 12
Financial instruments considered credit-impaired. The months after the reporting date. The Group calculates
Group records an allowance for the LTECLs. the 12mECL allowance based on the expectation of
The calculation of ECLs a default occurring in the 12 months following the
reporting date. These expected 12-month default
The Group calculates ECLs to measure the expected probabilities are applied to a forecast EAD and
cash shortfalls, discounted at an approximation to multiplied by the expected LGD and discounted by an
the EIR. A cash shortfall is the difference between the approximation to the original EIR.
cash flows that are due to an entity in accordance with
Stage 2:
the contract and the cash flows that the entity expects
to receive. When a financial instrument has shown a significant
increase in credit risk since origination, the Group
The key elements of ECL are as follows: records an allowance for the LTECLs PDs and LGDs
PD: are estimated over the lifetime of the instrument.
The expected cash shortfalls are discounted by an
The Probability of Default is an estimate of the likelihood approximation to the original EIR.
of default over a given time horizon. A default may only
happen at a certain time over the assessed period, Stage 3:
if the financial instrument has not been previously For financial instruments considered credit-impaired,
derecognised and is still in the portfolio. the Group recognises the lifetime expected credit
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Corporate Overview Management Reports Financial Statements
When estimating LTECLs for undrawn loan 5.7 Restructured, rescheduled and modified loans
commitments, the Group estimates the expected The Group sometimes makes concessions or
portion of the loan commitment that will be drawn modifications to the original terms of loans such as
down over its expected life. The ECL is then based changing the instalment value or changing the tenor
on the present value of the expected shortfalls in of the loan, as a response to the borrower’s request.
cash flows if the loan is drawn down. The expected The Group considers the modification of the loan only
cash shortfalls are discounted at an approximation to before the loans gets credit impaired.
the expected EIR on the loan. For an undrawn loan
commitment, ECLs are calculated and presented When the loan has been renegotiated or modified but
under provision. not derecognised, the Group also reassesses whether
there has been a significant increase in credit risk.
5.4.2 Forward looking information
The Group also considers whether the assets should
In its ECL models, the Group relies on a broad range be classified as Stage 3. Once an asset has been
of forward looking information as economic inputs, classified as restructured, it will remain restructured
such as: for a period of year from the date on which it has been
• GDP growth restructured.
The inputs and models used for calculating ECLs may 5.8.1 Determination of Insurance contract
not always capture all characteristics of the market Insurance contracts are those contracts where the
at the date of the financial statements. To reflect Company (the insurer) has accepted significant
this, qualitative adjustments or overlays are made as insurance risk from another party (the policyholders)
temporary adjustments.
by agreeing to compensate the policyholders if a
5.5 Collateral repossessed specified uncertain future event (the insured event)
adversely affects the policyholders. As a general
In connection with recovery of outstanding dues
guideline, the Company determines whether it has
from borrowers, the Group from time to time and
significant insurance risk, by comparing benefits
in the normal course of business, resorts to regular
repossession of collateral provided against vehicle payable after an insured event with benefits payable if
loans and in certain cases, also exercises its right the insured event did not occur.
over property through legal procedures which include Once a contract has been classified as an insurance
seizure of the property (wherever applicable). Such contract, it remains an insurance contract for the
assets repossessed are not used for the internal remainder of its lifetime, even if the insurance risk
operations. As per the Group’s accounting policy, reduces significantly during this period, unless all
repossessed assets are not recorded in the balance rights and obligations are extinguished or expire.
sheet, and instead their estimated realisable value is
considered in determining the ECL allowance for the 5.8.2 Revenue Recognition
related Stage 3 financial assets. Gross premiums
5.6 Write-offs (i) Premium (net of GST/service tax) is recognised as
Financial assets are written off either partially or in income on assumption of risk covered as per the
their entirety only when the Group has no reasonable terms of the policy, after adjusting for unexpired risk
expectation of recovery. If the amount to be written at each contract entered into with the customer. Any
off is greater than the accumulated loss allowance, cancellations or changes in premium are accounted
the difference recorded as an expense in the period for in the period in which they occur.
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Notes to Consolidated Financial Statements
(ii) Unearned premiums are those proportions of Reinsurance claims
premiums written in a year that relate to periods of
Reinsurance claims are recognised when the related
risk after the reporting date. Unearned premiums are
gross insurance claim is recognised according to the
calculated on a daily pro rata basis. terms of the relevant contract.
The proportion attributable to subsequent periods is
Reinsurance Recovery:
deferred as a provision for unearned premiums.
Reinsurance Recovery is recognised for all insurance
Reinsurance ceded and Commission received on
contract liabilities based on contractual agreements
reinsurance
with the re-insurer.
(i) Reinsurance premium ceded is accounted in the year
5.8.4 Insurance Contract Acquisition costs
of commencement of risk in accordance with the
treaty arrangements with the reinsurers. In case of Long Term Policies: Direct costs relating to acquisition
re-insurance contracts of long term policies, cession of new / renewal of insurance contracts are expensed
is accounted for the proportionate period to which over the policy period.
reinsurance cover is provided as per the treaty. Any Other than Long Term Policies: Direct costs relating to
related reinsurance cost is recognised when incurred acquisition of new / renewal of insurance contracts are
and included in the premium on reinsurance ceded. expensed in the year in which they are incurred.
(ii) Unearned reinsurance premiums are those proportions 5.8.5 Insurance contract liabilities
of premiums ceded in a year that relate to periods of
Insurance contract liabilities include the outstanding
risk after the reporting date. Unearned reinsurance
claims provision, the provision for unearned premium
premiums are deferred over the term of the underlying
and the provision for premium deficiency. The
direct insurance policies.
outstanding claims provision is based on the estimated
(iii) Reinsurance premiums and claims have been ultimate cost of all claims incurred but not settled at
presented as negative items within premiums and the reporting date, whether reported or not, together
net benefits and claims, respectively, because this is with related claims handling costs and a reduction for
consistent with how the business is managed. the expected value of salvage and other recoveries.
Delays can be experienced in the notification and
(iv) Commission on reinsurance ceded (including for long
settlement of certain types of claims. Therefore, the
term policies) is recognised as income on ceding of
ultimate cost of these cannot be known with certainty
reinsurance premium In case of treaties having sliding
at the reporting date. The liability is calculated at the
scale commission, initial recognition would be as per
reporting date using a range of standard actuarial
treaty terms and the same is reviewed as at each
claim projection techniques based on directives/
reporting period. Profit commission under reinsurance
regulations applicable to actuaries issued by
treaties wherever applicable, is accrued based on the Insurance Regulatory Development Authority (IRDA)
computation as per their treaty terms and the same is time to time. The liability is not discounted for the time
included in Commission on reinsurance ceded. value of money as per IRDA regulations. The liabilities
5.8.3 Benefits and claims are derecognised when the obligation to pay a claim is
discharged or is repudiated.
Gross benefits and claims
The provision for unearned premiums represents that
General insurance claims include all claims occurring portion of premiums received or receivable that relates
during the year, whether reported or not, related to risks that have not yet expired at the reporting
internal and external claims handling costs that are date. The provision is recognised when contracts are
directly related to the processing and settlement of entered into and premiums are charged, and is brought
claims, a reduction for the value of salvage and other to account as premium income over the term of the
recoveries, and any adjustments to claims outstanding contract in accordance with the pattern of insurance
from previous years. service provided under the contract.
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Corporate Overview Management Reports Financial Statements
The Company cedes insurance risk in the normal 5.9 Hedge accounting
course of business for all of its businesses. Reinsurance The Group makes use of derivative instruments
assets represent balances due from reinsurance to manage exposures to interest rate and foreign
companies. Amounts recoverable from reinsurers are currency. In order to manage particular risks, the
estimated in a manner consistent with the outstanding Group applies hedge accounting for transactions that
claims provision or settled claims associated with the meet specified criteria.
reinsurer’s policies and are in accordance with the
At the inception of a hedge relationship, the Group
related reinsurance contract. formally designates and documents the hedge
Reinsurance assets are reviewed for impairment at relationship to which the Group wishes to apply
each reporting date, or more frequently, when an hedge accounting and the risk management
indication of impairment arises during the reporting objective and strategy for undertaking the hedge. The
period. Impairment occurs when there is objective documentation includes the Group’s risk management
evidence as a result of an event that occurred after objective and strategy for undertaking hedge, the
initial recognition of the reinsurance asset that the hedging/ economic relationship, the hedged item
Company may not receive all outstanding amounts or transaction, the nature of the risk being hedged,
hedge ratio and how the entity will assess the
due under the terms of the contract and the event
effectiveness of changes in the hedging instrument’s
has a reliably measurable impact on the amounts
fair value in offsetting the exposure to changes in the
that the Company will receive from the reinsurer.
hedged item’s fair value or cash flows attributable
The impairment loss is recorded in the statement of
to the hedged risk. Such hedges are expected to be
profit or loss.
highly effective in achieving offsetting changes in fair
Ceded reinsurance arrangements do not relieve the value or cash flows and are assessed on an ongoing
Company from its obligations to policyholders. basis to determine that they actually have been highly
123
Notes to Consolidated Financial Statements
effective throughout the financial reporting periods for the rate that exactly discounts estimated future cash
which they were designated. receipts through the expected life of the financial
instrument or, when appropriate, to the net carrying
Hedges that meet the strict criteria for hedge
amount of the financial asset. The EIR (and therefore,
accounting are accounted for, as described below:
the amortised cost of the asset) is calculated by taking
5.9.1 Cash flow hedges into account of fees and costs that are an integral part
of the EIR. The Group recognises interest income
A cash flow hedge is a hedge of the exposure to
using a rate of return that represents the best estimate
variability in cash flows that is attributable to a
of a constant rate of return over the life of the loan.
particular risk associated with a recognised asset or
liability (such as all or some future interest payments 5.11 Taxes
on variable rate debt) or a highly probable forecast
5.11.1 Current Tax
transaction and could affect profit or loss.
Current tax assets and liabilities for the current and
For designated and qualifying cash flow hedges, the
prior years are measured at the amount expected to
effective portion of the cumulative gain or loss on the
be recovered from, or paid to, the taxation authorities.
hedging instrument is initially recognised directly in
The tax rates and tax laws used to compute the
OCI within equity (cash flow hedge reserve).
amount are those that are enacted, or substantively
The ineffective portion of the gain or loss on the enacted, by the reporting date in the countries where
hedging instrument is recognised immediately in net the Group operates and generates taxable income.
gain/loss on fair value changes in the profit and loss Current income tax relating to items recognised
statement. outside profit or loss is recognised outside profit or
When the hedged cash flow affects the statement loss (either in other comprehensive income or in
of profit and loss, the effective portion of the gain equity). Current tax items are recognised in correlation
or loss on the hedging instrument is recorded in to the underlying transaction either in OCI or directly in
the corresponding income or expense line of the equity. Management periodically evaluates positions
statement of profit and loss. When the forecast taken in the tax returns with respect to situations
transaction subsequently results in the recognition in which applicable tax regulations are subject to
of a non-financial asset or a non-financial liability, the interpretation and establishes provisions where
gains and losses previously recognised in OCI are appropriate.
reversed and included in the initial cost of the asset or 5.11.2 Deferred Tax
liability.
Deferred tax is provided on temporary differences at
When a hedging instrument expires, is sold, terminated, the reporting date between the tax bases of assets
exercised, or when a hedge no longer meets the criteria and liabilities and their carrying amounts for financial
for hedge accounting, any cumulative gain or loss reporting purposes.
that has been recognised in OCI at that time remains
Deferred tax liabilities are recognised for all taxable
in OCI and is recognised when the hedged forecast
temporary differences, except:
transaction is ultimately recognised in the statement
of profit and loss. When a forecast transaction is no • In respect of taxable temporary differences associated
longer expected to occur, the cumulative gain or loss with investments in subsidiaries, and interest in
that was reported in OCI is immediately transferred to joint venture where the timing of the reversal of the
the statement of profit and loss temporary differences can be controlled and it is
probable that the temporary differences will not
5.10 Recognition of interest income
reverse in the foreseeable future
The effective interest rate method
Deferred tax assets are recognised for all deductible
Under Ind AS 109 interest income is recorded using temporary differences, the carry forward of unused
the effective interest rate (‘EIR’) method for all financial tax credits and any unused tax losses. Deferred tax
instruments measured at amortised cost. The EIR is assets are recognised to the extent that it is probable
124
Corporate Overview Management Reports Financial Statements
125
Notes to Consolidated Financial Statements
impairment in value. Changes in the expected useful their estimated useful life on the straight line basis
life are accounted for by changing the amortisation over a 3 year period or the license period whichever is
period or methodology, as appropriate, and treated as lower. The carrying amount of the assets is reviewed
changes in accounting estimates. at each Balance sheet date to ascertain impairment
based on internal or external factors. Impairment is
Depreciation is calculated using the straight–line recognised, if the carrying value exceeds the higher of
method to write down the cost of property and the net selling price of the assets and its value in use.
equipment to their residual values over their estimated
useful lives (see below). Land is not depreciated. 5.15 Impairment of non–financial assets
The Group assesses, at each reporting date, whether
Asset description Estimated Useful Life
there is an indication that an asset may be impaired.
Buildings 60 years If any indication exists, or when annual impairment
Computer Equipment 3 years testing for an asset is required, the Group estimates the
Leasehold Lease period or 5 years asset’s recoverable amount. An asset’s recoverable
improvements whichever is lower amount is the higher of an asset’s or cash-generating
Furniture and Fixtures 5 years unit’s (CGU) fair value less costs of disposal and its
value in use. Recoverable amount is determined
Vehicles 4-5 years
for an individual asset, unless the asset does not
Other Equipment 2 to 5 years generate cash inflows that are largely independent
Membership card of of those from other assets or Group of assets. When
10 years
stock exchanges the carrying amount of an asset or CGU exceeds its
Electrical Equipments 4 years recoverable amount, the asset is considered impaired
and is written down to its recoverable amount.
The residual values, useful lives and methods of
depreciation of property, plant and equipment are In assessing value in use, the estimated future cash
reviewed at each financial year end and adjusted flows are discounted to their present value using a
prospectively, if appropriate. pre-tax discount rate that reflects current market
assessments of the time value of money and the
Property plant and equipment is derecognised on risks specific to the asset. In determining fair value
disposal or when no future economic benefits are less costs of disposal, recent market transactions
expected from its use. Any gain or loss arising on are taken into account. If no such transactions can
derecognition of the asset (calculated as the difference be identified, an appropriate valuation model is used.
between the net disposal proceeds and the carrying These calculations are corroborated by valuation
amount of the asset) is recognised in other income / multiples, quoted share prices for publicly traded
expense in the statement of profit and loss in the year companies or other available fair value indicators.
the asset is derecognised. The date of disposal of an
The Group bases its impairment calculation on
item of property, plant and equipment is the date the
detailed budgets and forecast calculations, which are
recipient obtains control of that item in accordance
prepared separately for each of the Group’s CGUs
with the requirements for determining when a
to which the individual assets are allocated. These
performance obligation is satisfied in Ind AS 115.
budgets and forecast calculations generally cover a
5.14 Intangible Assets period of five years. For longer periods, a long-term
The Group’s intangible assets mainly include the growth rate is calculated and applied to project future
value of computer software. An intangible asset is cash flows after the fifth year. To estimate cash flow
recognised only when its cost can be measured projections beyond periods covered by the most
reliably and it is probable that the expected future recent budgets/forecasts, the Group extrapolates
economic benefits that are attributable to it will flow to cash flow projections in the budget using a steady
the Group. Intangible assets acquired separately are or declining growth rate for subsequent years, unless
measured on initial recognition at cost. Subsequently, an increasing rate can be justified. In any case, this
they are carried at cost less accumulated amortisation growth rate does not exceed the long-term average
and impairment losses if any, and are amortised over growth rate for the products, industries, or country
126
Corporate Overview Management Reports Financial Statements
127
Notes to Consolidated Financial Statements
• Service costs comprising current service costs, past- the effect of the time value of money is material, the
service costs, gains and losses on curtailments and Group determines the level of provision by discounting
non-routine settlements; and the expected cash flows at a pre-tax rate reflecting
the current rates specific to the liability. The expense
• Net interest expense or income.
relating to any provision is presented in the statement
5.17 Share Based Payments of profit and loss net of any reimbursement.
Stock options are granted to the employees under Provision for Claw Back of Commission Income
the stock option scheme. The costs of stock options
granted to the employees (equity-settled awards) of The estimated liability for claw back of commission
the Group are measured at the fair value of the equity income is recorded in the period in which the
instruments granted. For each stock option, the underlying revenue is recognised. These estimates are
measurement of fair value is performed on the grant established using historical information on the nature,
date. The grant date is the date on which the Group frequency and expected average cost of claw back
and the employees agree to the stock option scheme. and management estimates regarding possible future
The fair value so determined is revised only if the incidence. The estimates used for accounting of claw
stock option scheme is modified in a manner that is back claims are reviewed periodically and revisions
beneficial to the employees. are made as required.
This cost is recognised, together with a corresponding 5.19 Dividends on ordinary shares
increase in share-based payment (SBP) reserves/ The Group recognises a liability to make cash
stock options outstanding account in equity, over distributions to equity holders of the parent
the period in which the performance and/or service when the distribution is authorised and the
conditions are fulfilled, in employee benefits expense. distribution is no longer at the discretion of the
The cumulative expense recognised for equity- Group. As per the Companies Act, 2013 in India, a
settled transactions at each reporting date until the distribution is authorised when it is approved by the
vesting date reflects the extent to which the vesting shareholders. A corresponding amount is recognised
period has expired and the Group’s best estimate of
directly in equity.
the number of equity instruments that will ultimately
vest. The statement of profit and loss expense or 5.20 Determination of Fair value
credit for a period represents the movement in The Group measures financial instruments, such as,
cumulative expense recognised as at the beginning derivatives at fair value at each balance sheet date.
and end of that period and is recognised in employee
benefits expense. Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly
The dilutive effect of outstanding options is reflected
transaction between market participants at the
as additional share dilution in the computation of
measurement date. The fair value measurement is
diluted earnings per share.
based on the presumption that the transaction to sell
If the options vests in instalments (i.e. the options vest the asset or transfer the liability takes place either:
pro rata over the service period), then each instalment
• In the principal market for the asset or liability, or
is treated as a separate share option grant because
each instalment has a different vesting period. • In the absence of a principal market, in the most
advantageous market for the asset or liability
5.18 Provisions
The principal or the most advantageous market must
Provisions are recognised when the Group has a
be accessible by the Group.
present obligation (legal or constructive) as a result
of past events, and it is probable that an outflow The fair value of an asset or a liability is measured
of resources embodying economic benefits will be using the assumptions that market participants would
required to settle the obligation, and a reliable estimate use when pricing the asset or liability, assuming that
can be made of the amount of the obligation. When market participants act in their economic best interest.
128
Corporate Overview Management Reports Financial Statements
129
Notes to Consolidated Financial Statements
Also refer 5.8.2 for revenue recognition on insurance the Group can avail 50% of the input credit as per the
contracts and 5.10 for recognition of interest income. applicable regulatory requirement hence it expenses
off the balance 50% to the respective expense.
5.21.1 Interest on overdue balances and Other Charges
5.23 Foreign Currency transactions
Overdue interest in respect of loans is recognised
The Group’s financial statements are presented
upon realisation.
in Indian Rupees (INR) which is also the Group’s
5.21.2 Service Income functional currency.
a) Fee income from loans are recognised upon Transactions in foreign currencies are initially recorded
satisfaction of following: by the Group at their respective functional currency
spot rates at the date the transaction first qualifies for
i) Completion of service and recognition.
ii) Certainty over realisation of the fee income. Income and expenses in foreign currencies are initially
recorded by the Group at the exchange rates prevailing
b) Servicing and collections fees on assignment are on the date of the transaction.
recognised upon completion of service.
Foreign currency denominated monetary assets and
c) Advertising income is recognised over the liabilities are translated at the functional currency
contract period as and when related services are spot rates of exchange at the reporting date and
rendered. exchange gains and losses arising on settlement and
restatement are recognized in the statement of profit
d) Revenue from contract with customer is
and loss.
recognised point in time when performance
Non-monetary items that are measured in terms of
obligation is satisfied (when the trade is
historical cost in a foreign currency are translated
executed). These include brokerage fees which
using the exchange rates at the dates of the initial
is charged per transaction executed. Insurance
transactions. Non-monetary items measured at fair
contract policyholders are charged for policy
value in a foreign currency are translated using the
administration services, investment management exchange rates at the date when the fair value is
services, surrenders and other contract fees. determined. The gain or loss arising on translation of
These fees are recognised as revenue over non-monetary items measured at fair value is treated
the period in which the related services are in line with the recognition of the gain or loss on
performed. If the fees are for services provided the change in fair value of the item (i.e., translation
in future periods, then they are deferred and differences on items whose fair value gain or loss is
recognised over those future periods based on recognized in OCI or profit or loss are also recognized
completion of such service. in OCI or profit or loss, respectively).
130
Corporate Overview Management Reports Financial Statements
131
Notes to Consolidated Financial Statements
and assumptions that affect the reported amount of but where this is not feasible, estimation is required
revenues, expenses, assets and liabilities, and the in establishing fair values. Judgements and estimates
accompanying disclosures, as well as the disclosure include considerations of liquidity and model inputs
of contingent liabilities. Uncertainty about these related to items such as credit risk (both own and
assumptions and estimates could result in outcomes counterparty), funding value adjustments, correlation
that require a material adjustment to the carrying amount and volatility. For further details about determination
of assets or liabilities affected in future period. of fair value please see Fair value note in Accounting
In the process of applying the Group’s accounting policy.
policies, management has made the following
iii. Impairment of financial asset
judgements/estimates, which have a significant risk of
causing a material adjustment to the carrying amounts The measurement of impairment losses across all
of assets and liabilities within the next financial year. categories of financial assets requires judgement, in
particular, the estimation of the amount and timing
i. De-recognition of Financial instruments
of future cash flows and collateral values when
The Group enters into securitisation transactions where determining impairment losses and the assessment of
financial assets are transferred to a structured entity a significant increase in credit risk. These estimates
for a consideration. The financial assets transferred are driven by a number of factors, changes in which
qualify for derecognition only when substantial risk can result in different levels of allowances.
and rewards are transferred.
The Group’s ECL calculations are outputs of complex
This assessment includes judgements reflecting all models with a number of underlying assumptions
relevant evidence including the past performance of regarding the choice of variable inputs and their
the assets transferred and credit risk that the Group interdependencies. Elements of the ECL models that
has been exposed to. Based on this assessment, the are considered accounting estimates include:
Group believes that the credit enhancement provided
• The Group’s criteria for assessing if there has been a
pursuant to the transfer of financial assets under
significant increase in credit risk and so allowances for
securitisation are higher than the loss incurred on
financial assets should be measured on a LTECL basis
the similar portfolios of the Group hence it has been
and the qualitative assessment
concluded that securitisation transactions entered
by the Group does not qualify de-recognition since • The segmentation of financial assets when their ECL
substantial risk and rewards of the ownership has is assessed on a collective basis
not been transferred. The transactions are treated as • Development of ECL models, including the various
financing arrangements and the sale consideration formulas and the choice of inputs
received is treated as borrowings. • Determination of temporary adjustments as qualitative
ii. Fair value of financial instruments adjustment or overlays based on broad range of
forward looking information as economic inputs
The fair value of financial instruments is the price that
would be received to sell an asset or paid to transfer It has been the Group’s policy to regularly review its
a liability in an orderly transaction in the principal (or models in the context of actual loss experience and
most advantageous) market at the measurement date adjust when necessary.
under current market conditions (i.e., an exit price)
iv. Provisions and other contingent liabilities
regardless of whether that price is directly observable
or estimated using another valuation technique. When the Group can reliably measure the outflow of
When the fair values of financial assets and financial economic benefits in relation to a specific case and
liabilities recorded in the balance sheet cannot be considers such outflows to be probable, the Group
derived from active markets, they are determined records a provision against the case. Where the
using a variety of valuation techniques that include the probability of outflow is considered to be possible or
use of valuation models. The inputs to these models probable, but a reliable estimate cannot be made, a
are taken from observable markets where possible, contingent liability is disclosed.
132
Corporate Overview Management Reports Financial Statements
133
Notes to Consolidated Financial Statements
the changes to accounting system and processes, The interpretation is effective for annual reporting
and additional disclosure requirements that may periods beginning on or after 1st April 2019, but
be necessary. A reliable estimate of the quantitative certain transition reliefs are available. The Group will
impact of Ind AS 116 on the financial statements will apply the interpretation from its effective date. The
only be possible once the implementation project has Group is in the process of evaluating the changes
been completed. and reliable estimate of the quantitative impact will be
Ind AS 12 – Uncertain Tax Positions possible on completion of the study.
134
Corporate Overview Management Reports Financial Statements
Particulars
As at As at As at
March 31, 2019 March 31, 2018 April 01, 2017
Cash on hand 50.07 25.41 36.38
Balances with banks
- In Current Accounts 401.45 259.05 239.49
- In Deposit Accounts - Original maturity 3 months or less 2,742.62 159.82 1.45
Cheques, drafts on hand 85.02 32.15 39.20
On other bank balances
- On client and exchange related accounts 2.77 9.90 11.59
Total 3,281.93 486.33 328.11
Cash and cash equivalents 3,281.93 486.33 328.11
Less: Other bank balances 2.77 9.90 11.59
Cash and cash equivalents for cashflow statement 3,279.16 476.43 316.52
Note 6B - Bank Balances Other Than Cash And Cash Equivalents
Particulars
As at As at As at
March 31, 2019 March 31, 2018 April 01, 2017
- In Deposit Accounts - Original maturity more than 3 months 131.78 112.33 410.10
- Non current bank balances 8.19 8.11 -
- In earmarked accounts
- In Unpaid Dividend Accounts 2.94 2.70 2.93
- Deposits with Banks under lien 520.55 599.31 674.38
- Other deposit Account on amalgamation of Cholamandalam 0.08 0.08 0.08
Factoring Limited
Total 663.54 722.53 1,087.49
Note 7 - Derivative financial instruments
As at March 31, 2019 As at March 31, 2018 As at April 1, 2017
Part I Notional Fair Value Fair Value Notional Fair Value Fair Value Notional Fair Value Fair Value
amounts -Assets -Liabilities amounts -Assets -Liabilities amounts -Assets -Liabilities
(i) Derivatives - Cross 2,261.50 88.69 8.41 3,015.00 5.99 76.55 2,374.00 - 101.03
Currency Interest Rate
Swap
Total Derivative 2,261.50 88.69 8.41 3,015.00 5.99 76.55 2,374.00 - 101.03
financial Instruments
Part II
Included in above
(Part I) are derivatives
held for hedging and
risk management
purposes as follows:
Cash flow hedging:
Cross currency 2,261.50 88.69 8.41 3,015.00 5.99 76.55 2,374.00 - 101.03
interest rate swap
Total Derivative 2,261.50 88.69 8.41 3,015.00 5.99 76.55 2,374.00 - 101.03
financial Instruments
The Group has a Board approved policy for entering into derivative transactions. Derivative transaction comprises of Currency and Interest
Rate Swaps. The Group undertakes such transactions for hedging borrowings. The Asset Liability Management Committee and Business
Committee of the respective companies periodically monitors and reviews the risks involved.
135
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Note 8 - Receivables (Unsecured)
As at As at As at
Particulars
March 31,2019 March 31,2018 April 1,2017
(i)Trade Receivables
Considered Good 41.28 68.85 38.71
Doubtful - - -
Subtotal (i) 41.28 68.85 38.71
(ii)Other Receivables
Considered Good 39.08 55.77 45.04
Doubtful - - -
Subtotal (ii) 39.08 55.77 45.04
Total (i)+(ii) 80.36 124.62 83.75
Note 9 - Insurance Contract Assets
As at As at As at
Particulars
March 31,2019 March 31,2018 April 1,2017
Due from Insurers 18.16 34.01 46.91
136
Corporate Overview Management Reports Financial Statements
As at As at As at
Particulars
March 31, 2019 March 31, 2018 April 1, 2017
Claims Outstanding (Refer (i) below) 5,269.94 4,277.93 3,073.86
Provision for premium deficiency (Refer (ii) below) 23.60 271.42 301.30
Unclaimed Amount of policy Holders (Refer (iii) below) 4.88 7.98 15.68
Agent's balances (Refer (iv) below) 18.58 11.99 7.79
Total 5,317.00 4,569.32 3,398.63
(i) Movement in Claims Outstanding
As at As at
Particulars
March 31, 2019 March 31, 2018
At the Beginning of the year 4,277.93 3,073.86
Claims incurred in the current accident year 2,733.83 2,649.26
Adjustment to claims in prior accident years 420.28 258.67
Less: Claims paid during the year 2,162.10 1,703.86
At the End of the year 5,269.94 4,277.93
(ii) Movement in Provision for Premium deficiency
As at As at
Particulars
March 31, 2019 March 31, 2018
At the Beginning of the year 271.42 301.30
Recognised during the year 247.82 29.88
At the End of the year 23.60 271.42
(iii) Movement in Unclaimed Amount of policy Holders
As at As at
Particulars
March 31, 2019 March 31, 2018
At the Beginning of the year 7.98 15.68
Adjustments during the year (3.10) (7.70)
At the End of the year 4.88 7.98
(iv) Movement in Agent’s balances
As at As at
Particulars
March 31, 2019 March 31, 2018
At the Beginning of the year 11.99 7.79
Adjustments during the year 6.59 4.20
At the End of the year 18.58 11.99
137
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
As at As at As at
Note 10A Reinsurance Asset
March 31, 2019 March 31, 2018 April 1, 2017
Recoverable arising from Claims Outstanding
957.68 955.53 492.51
(Refer (i) below)
Recoverable arising from Provision for premium deficiency
18.24 271.42 301.30
(Refer (ii) below)
Recoverable arising from Provision for unearned premiums
402.99 315.77 219.70
(Refer (iii) below)
Total 1,378.91 1,542.72 1,013.51
(i) Movement in recoverable arising from Claims outstanding
As at As at
Particulars
March 31, 2019 March 31, 2018
At the Beginning of the year 955.53 492.51
Claims incurred during the current accident year 629.49 743.16
Adjustment to claims in prior accident years 189.14 116.43
Claims paid during the year (816.48) (396.57)
At the End of the year 957.68 955.53
(ii) Movement in recoverable arising from provision for premium deficiency
As at As at
Particulars
March 31, 2019 March 31, 2018
At the Beginning of the year 271.42 301.30
Premium Recognised during the year (253.18) (29.88)
At the End of the year 18.24 271.42
(iii) Movement in recoverable arising from provision for unearned premiums
As at As at
Particulars
March 31, 2019 March 31, 2018
At the Beginning of the year 315.77 219.70
Premiums written in the year 1,094.58 920.99
Premium Recognised during the year (1007.36) (824.92)
At the End of the year 402.99 315.77
138
Corporate Overview Management Reports Financial Statements
As at As at As at
Particulars
March 31, 2019 March 31, 2018 April 01, 2017
(i) Bills Discounted 88.41 135.09 147.17
(ii) Term loans 53,453.07 42,971.46 33,892.98
Total (A) Gross 53,541.48 43,106.55 34,040.15
Less: Impairment Allowance for (i) & (ii) (930.71) (862.59) (825.76)
Total (A) Net 52,610.77 42,243.96 33,214.39
(B) (i) Secured by tangible assets 53,031.06 42,601.73 33,736.22
(ii) Unsecured 510.42 504.82 303.93
Total (B) - Gross 53,541.48 43,106.55 34,040.15
Less: Impairment Allowance (930.71) (862.59) (825.76)
Total (B) - Net 52,610.77 42,243.96 33,214.39
All loans are in India granted to individuals or entities other than public sector.
Secured means exposures secured wholly or partly by hypothecation of automobile assets and / or pledge of securities and
/ or equitable mortgage of property and / or corporate guarantees or personal guarantees and / or undertaking to create a
security.
Term loans includes unsecured short term loan to an associate. The same has been classified under Stage 1 Category as at
March 31, 2019 and related impairment provision, if any, as per the Group’s accounting policy has been created. The details
of the same are disclosed below:
As at
Particulars
March 31, 2019
Loan - Outstanding Value
White Data System India Private Limited - Associate 3.40
Impairment Provision
White Data System India Private Limited - Associate -
Note 11.1 Loans
An analysis of changes in the gross carrying amount and corresponding ECL allowances in relation to loans
139
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
140
Corporate Overview Management Reports Financial Statements
141
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Note 13 - Other Financial Asset (at amortised cost)
As at As at As at
Particulars
March 31, 2019 March 31, 2018 April 01, 2017
Unsecured - considered good (unless otherwise stated)
Security Deposits 40.45 41.93 30.48
Other Deposits - 0.40 0.01
Interest Only Strip receivable 90.62 41.07 97.35
Accrued Income Debt securities of FVTPL 85.33 51.88 68.73
Other Advances 46.39 40.36 66.07
262.79 175.64 262.64
Note 14 - Deferred Tax
As at As at As at
Particulars
March 31, 2019 March 31, 2018 April 01, 2017
Deferred Tax Assets
Impairment on financial instrument 335.02 289.51 281.06
Unexpired Premium Reserve (UPR) difference 149.59 74.09 68.28
Provision for Contingencies and undrawn commitments 15.66 13.89 13.02
Provision for Claw back 0.05 - 0.02
Provision for Compensated Absences and Gratuity 17.16 13.24 12.46
Impact of Effective interest rate adjustment on Financial Assets 97.61 62.07 55.88
Contract liabilities as per IND AS 115 9.95 9.95 -
Difference between Depreciation as per Books of Account and the
6.82 7.86 4.80
Income Tax Act, 1961.
Carry forward of tax losses 2.99 - -
MAT credit entitlement 3.27 3.63 2.36
Others 4.03 2.94 2.43
(A) 642.15 477.18 440.31
Deferred Tax Liability
Impact of Effective interest rate adjustment on Financial Liabilities 8.56 11.84 15.16
Fair value changes relating to Debt instruments-FVTPL 13.71 1.03 20.77
Fair value changes relating to Equity-FVTPL 5.04 4.91 7.04
Difference between Depreciation as per Books of Account and the
- 1.67 2.53
Income Tax Act, 1961.
Gain on de-recognition of loans - 14.04 33.70
Other Comprehensive income 6.55 4.57 0.53
Others 0.22 0.37 -
(B) 34.08 38.43 79.73
Net Deferred Tax Assets (A) - (B) 608.07 438.75 360.58
142
Corporate Overview Management Reports Financial Statements
Particulars Total
Deemed cost as at April 01, 2017 28.88
Additions -
Disposals -
Gross carrying amount as at March 31, 2018 28.88
Additions* 0.41
Disposals -
Gross carrying amount as at March 31, 2019 29.29
Accumulated depreciation and impairment
Balance as at April 01, 2017 -
Depreciation for the year -
Depreciation on disposals -
Balance as at March 31, 2018 -
143
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Particulars Total
Depreciation for the year -
Depreciation on disposals -
Balance as at March 31, 2019 -
Net Carrying amount
As at April 01, 2017 28.88
As at March 31, 2018 28.88
As at March 31, 2019 29.29
Useful Life of the asset (In Years) 60.00
Straight line
Method of depreciation
method
Note: The Group has elected to continue with the carrying value for all of its property as recognised in the financial statements
as at the date of transition to Ind AS i.e. April 1, 2017, measured as per the previous GAAP and use that as its deemed
cost as at the date of transition. The carrying value as at April 1, 2017 amounting to ` 28.88 crores of Investment Property
represents gross cost of ` 28.95 crores net of accumulated depreciation of ` 0.07 crores as at March 31, 2017.
The Group’s investment property consists of 4 properties as at March 31, 2019 of which 1 property is a vacant site. The
Group has let one property out of other 3 properties as of March 31, 2019.
i) Income earned and expense incurred in connection with Investment Property Year ended Year ended
Particulars March 31,2019 March 31,2018
Rental Income 0.29 0.30
Direct Operating expense for property that generated rental income 0.01 0.02
Direct Operating expense for property that did not generated rental income - -
ii) Contractual obligations
There are no contractual obligations to purchase, construct or develop investment property.
iii) Leasing Arrangements
Certain investment properties are leased out to tenants under cancellable operating lease.
As at As at As at
iv) Fair Value
March 31, 2019 March 31, 2018 April 1, 2017
Investment Property 29.55 29.47 31.54
v) Sensitivity analysis
144
Corporate Overview Management Reports Financial Statements
The Group has elected to continue with the carrying value for all of its property, plant and equipment as recognised in the
financial statements as at the date of transition to Ind AS i.e. April 1, 2017, measured as per the previous GAAP and use that
as its deemed cost as at the date of transition. The carrying value as at April 1, 2017 is ` 178.60 Crores of Property, plant
and equipment .
Details of Immovable properties of land and buildings whose title deeds have been pledged in favour of Trustees for the
benefit of debenture holders as security has been explained in Note 19.1.
145
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Computer
Particulars
Software
Deemed cost as at April 01, 2017 33.26
Additions 27.70
Disposals 0.08
Gross carrying amount as at March 31, 2018 60.88
Additions 30.03
Disposals 1.11
Gross carrying amount as at March 31, 2019 89.80
Accumulated Amortization and impairment
Balance as at April 01, 2017 -
Amortization for the year 22.52
Amortization on disposals -
Balance as at March 31, 2018 22.52
Amortization for the year 30.34
Amortization on disposals -
Balance as at March 31, 2019 52.86
Net Carrying amount
As at April 01, 2017 33.26
As at March 31, 2018 38.36
As at March 31, 2019 36.94
Useful Life of the asset (In Years) 3
Straight line
Method of depreciation
method
The Group has elected to continue with the carrying value for all of its intangible assets as recognised in the financial
statements as at the date of transition to Ind AS i.e. April 1, 2017, measured as per the previous GAAP and use that as its
deemed cost as at the date of transition. The carrying value as at April 1, 2017 is ` 33.26 Crores of intangible assets.
As at As at As at
Particulars
March 31, 2019 March 31, 2018 April 1, 2017
Unsecured - considered good (unless otherwise stated)
Prepaid expenses 244.48 202.87 82.04
Capital Advances 3.85 2.63 5.35
Deposits with others - 0.29 0.16
Balance with Government authorities - 0.48 0.23
Other assets 150.56 150.23 145.92
398.89 356.50 233.70
146
Corporate Overview Management Reports Financial Statements
As at As at As at
Particulars
March 31, 2019 March 31, 2018 April 01, 2017
Redeemable Non-Convertible Debentures
Medium-Term - Secured 10,321.96 11,840.38 10,812.39
Commercial Papers - Unsecured 3,639.86 2,300.16 2,567.03
13,961.82 14,140.54 13,379.42
All debt securities in India
19.1 Security
(i) Redeemable Non-Convertible Debentures - Medium-term is secured by way of specific charge on assets under
hypothecation relating to Vehicle Finance, Home Equity, Bills discounted and other loans and pari passu charge on
immovable property situated at Ahmedabad and Chennai.
(ii) The Group has not defaulted in the repayment of dues to its lenders.
(iii) Details of repayment such as date of repayment, interest rate and amount to be paid have been disclosed in Note 19.2
based on Contractual term basis.
(i) Secured Redeemable Non-Convertible Debentures - Redeemable at par - No put call option
No. of Balance as at
Face Value ` Due date of redemption Rate of interest %
Debentures March 31, 2019 March 31, 2018
250 10,00,000 25.00 25.00 Nov-26 8.55
1,500 10,00,000 150.00 - Apr-24 8.65
3,523 10,00,000 352.30 - Sep-23 8.80
1,400 10,00,000 140.00 140.00 Nov-22 8.00
3,523 10,00,000 352.30 - Sep-22 8.70
1,050 10,00,000 105.00 5.00 Mar-22 8.35 to 9.06
3,523 10,00,000 352.30 - Sep-21 8.45
2,550 10,00,000 255.00 - Jul-21 8.97 to 9.06
1,900 10,00,000 190.00 190.00 Jun-21 8.52
4,770 10,00,000 477.00 477.00 Apr-21 8.09
600 10,00,000 60.00 - Feb-21 9.09
4,650 10,00,000 465.00 195.00 Dec-20 8.00 to 9.15
1,750 10,00,000 175.00 175.00 Oct-20 7.75
2,200 10,00,000 220.00 150.00 Jun-20 8.10 to 9.10
4,800 10,00,000 480.00 80.00 May-20 8.12 to 8.90
750 10,00,000 75.00 75.00 Apr-20 8.10 to 9.02
500 10,00,000 50.00 50.00 Mar-20 9.02
9,850 10,00,000 985.00 400.00 Feb-20 8.02 to 8.85
5,500 10,00,000 550.00 550.00 Dec-19 7.97
2,750 10,00,000 275.00 275.00 Nov-19 8.10 to 9.10
5,750 10,00,000 575.00 575.00 Oct-19 8.05 to 8.20
5,850 10,00,000 585.00 835.00 Sep-19 8.06 to 8.46
147
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
No. of Balance as at
Face Value ` Due date of redemption Rate of interest %
Debentures March 31, 2019 March 31, 2018
2,250 10,00,000 225.00 225.00 Aug-19 7.50 to 9.90
7,300 10,00,000 730.00 730.00 Jul-19 7.80 to 9.90
2,750 10,00,000 275.00 275.00 Jun-19 9.13 to 9.90
6,750 10,00,000 675.00 675.00 May-19 8.03 to 9.20
1,100 10,00,000 110.00 100.00 Apr-19 8.00 to 9.20
8,800 10,00,000 - 880.00 Mar-19 7.65 to 9.20
5,200 10,00,000 - 520.00 Feb-19 7.96 to 8.05
2,000 10,00,000 - 200.00 Dec-18 8.20
2,350 10,00,000 - 235.00 Nov-18 7.80 to 10.35
6,400 10,00,000 - 640.00 Sep-18 8.27 to 11.00
500 10,00,000 - 50.00 Aug-18 9.03
5,450 10,00,000 - 545.00 Jun-18 8.95 to 9.13
11,430 10,00,000 - 1,143.00 May-18 8.96 to 10.13
400 10,00,000 - 40.00 Apr-18 9.94 to 9.95
8,908.90 10,455.00
(ii) Secured Redeemable Non-Convertible Debentures - Redeemable at premium - No put call option
148
Corporate Overview Management Reports Financial Statements
As at As at As at
Particulars
March 31, 2019 March 31, 2018 April 1, 2017
a) Term Loans
i) a) From Banks - Secured
Rupee Loans 21,625.92 9,444.28 5,404.14
Foreign Currency Loans 2,004.67 2,968.30 2,303.46
External Commercial Borrowings 346.29 - -
i) b) From Banks - Unsecured
Rupee Loans 500.00 420.00 -
ii) From Other Parties - Secured
Financial Institutions - Rupee Loans 934.81 750.00 -
Securitisation - Rupee Loans 5,492.61 5,622.44 5,373.64
b) Loan repayable on demand - Secured
from Banks - Rupee Loans 1,222.48 964.38 663.14
32,126.78 20,169.40 13,744.38
20.1 Security
(i) Secured term loans from banks and financial institution are secured by way of specific /pari passu charge on assets
under hypothecation relating to automobile financing and loans against immovable property.
(ii) Loan repayable on demand is in the nature of Cash Credit from banks are secured by way of floating charge on assets
under hypothecation and other assets.
(iii) The Group has not defaulted in the repayment of dues to its lenders.
(iv) Securitisation borrowing represents the net outstanding value (Net of Investment in Pass-through Certificates) of
the sale proceeds received by the Group from securitisation trust in respect of loan assets transferred by the Group
pursuant to Deed of Assignment. The Group has provided Credit enhancement to the trust by way of cash collateral
and Bank guarantee. Refer note 36 for further details.
(v) Details of repayment such as date of repayment, interest rate and amount to be paid have been disclosed in Note 20.2
based on Contractual term basis.
149
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Amount outstanding
Rate of Interest Maturity Instalments
March 31, 2019 March 31, 2018
Base Rate / MCLR < 1year 1 210.00 228.67
3 120.00 -
4 200.00 80.00
1 - 2 years 1 600.00 560.00
2 - 100.00
4 600.00 200.00
5 - 300.00
2 - 3 years 1 400.00 600.00
3 150.00 -
4 - 700.00
3 - 4 years 6 1,000.00 200.00
16 250.00 -
4 - 5 years 6 800.00 1,000.00
16 - 250.00
-
Base Rate/ MCLR + spread
< 1year 1 520.00 850.00
(0.05% to 0.92%)
2 - 180.00
1 - 2 years 1 3,100.00 -
4 500.00 -
2 - 3 years 1 5,200.00 3,000.00
4 1,000.00 150.00
8 1,000.00 -
3 - 4 years 1 1,000.00 -
4- 5 years 10 1,000.00 -
20 3,000.00 -
Rate based on T Bill + Spread < 1 year 1 50.00 -
1 - 2 years 1 200.00 100.00
3 30.00 -
5 83.34 -
2 - 3 years 1 - 200.00
3 - 45.00
3 - 4 years 3 282.00 -
4 - 5 years 3 - 282.00
4 - 100.00
150
Corporate Overview Management Reports Financial Statements
Amount outstanding
Rate of Interest Maturity Instalments
March 31, 2019 March 31, 2018
Fixed Rate < 1year 1 740.00 300.00
1 - 2 years 1 - 234.39
2 - 3 years 10 300.00 -
3 - 4 years 16 630.00
4 - 5 years 1 - 75,000.00
3Months Repo 2 - 3 years 1 300.00 -
-
Total 23,565.34 84,660.06
USD 2Y MIBOR + Spread 1-2 years 1 40.00 -
- -
USD 3M LIBOR + Spread < 1year 1 - 288.79
4 - 300.65
1-2 years 1 - 275.59
5 200.00 -
2-3 years 5 - 203.04
USD 6M LIBOR + Spread < 1year 1 1,475.00 487.14
1-2 years 1 - 1,171.77
2-3 years 1 346.50 -
Total 2,061.50 2,726.98
20.3 Loan repayable on demand represents cash credit and overdraft facilities.
151
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Note 21 - Subordinated Liabilities (at Amortised Cost)
As at As at As at
Particulars
March 31, 2019 March 31, 2018 April 1, 2017
Perpetual Debt - Unsecured 1,441.79 1,176.25 1,119.37
Subordinated Debt - Unsecured 2,916.89 2,713.78 1,826.94
4,358.68 3,890.03 2,946.31
21.1
i) All Subordinated liabilities have been contracted in India.
ii) The Group has not defaulted in the repayment of dues to its lenders.
iii) Details of repayment such as date of repayment, interest rate and amount to be paid have been disclosed in Note 21.2
based on the Contractual terms basis.
21.2 Details of Subordinated Liabilities - Contractual principal repayment value
(i) Unsecured Redeemable Non-Convertible Debentures - Subordinated debt - Redeemable at par - No put call option
No of Face Value Balance as at Due date of
Rate of interest %
Debentures ` March 31, 2019 March 31, 2018 redemption
3000 10,00,000 300.00 - Aug-28 9.75
5300 10,00,000 530.00 315.00 Mar-28 9.05
1500 10,00,000 150.00 150.00 Aug-27 8.53
1600 10,00,000 160.00 160.00 Jun-27 8.78 to 8.80
100 10,00,000 10.00 10.00 Nov-26 9.20
150 10,00,000 15.00 15.00 Jun-24 11.00
50 10,00,000 5.00 5.00 May-24 11.00
250 10,00,000 25.00 25.00 Apr-24 11.00
250 10,00,000 25.00 25.00 Mar-24 11.00
200 10,00,000 20.00 20.00 Feb-24 11.00
250 10,00,000 25.00 25.00 Jan-24 11.00
1950 10,00,000 195.00 195.00 Nov-23 9.08 to 9.20
150 10,00,000 15.00 15.00 Oct-23 9.08
150 10,00,000 15.00 15.00 Sep-23 11.00
600 10,00,000 60.00 60.00 Dec-22 11.05 to 11.25
3,150 10,00,000 315.00 315.00 Nov-21 10.02
750 10,00,000 75.00 75.00 Jun-21 11.30
1,000 10,00,000 100.00 100.00 May-21 11.30
100 10,00,000 10.00 10.00 Mar-21 11.00
100 10,00,000 10.00 10.00 Feb-21 11.00
150 10,00,000 15.00 15.00 Oct-20 11.00
500 10,00,000 50.00 50.00 Jul-20 10.70
115 10,00,000 11.50 11.50 May-20 11.00
1,000 10,00,000 100.00 100.00 Apr-20 11.00
650 10,00,000 65.00 10.00 Dec-19 11.50
500 10,00,000 50.00 50.00 Jun-19 11.40
152
Corporate Overview Management Reports Financial Statements
Face Balance as at
Due date of Redemption
No of Debentures Value Premium `
March 31, 2019 March 31, 2018 redemption price `
`
150 10,00,000 15.00 15.00 Nov-23 17,57,947 7,57,947
iii) Key terms of debentures issued
by CMSGICL
Issue size (` Crores) 100.00
Security Name 8.75% Chola MS 2027
Coupon Rate 8.75%
Date of Allotment May 25, 2017
At the end of five years from the Deemed date of allotment. Such
Call option call option may be exercised by the Issuer with the prior approval
of IRDAI and in accordance with the IRDAI Regulations.
Unsecured, subordinated, fully paid-up, listed, redeemable and
Type of Instrument
non-convertible debentures.
The debenture issued is Unsecured, subordinated, fully
paid-up, listed, redeemable and non-convertible debentures
Security of debentures (the “Debentures”). The claims of the Debenture Holders shall be
issued superior to the claims of the investors in preference shares and
equity shares of the Issuer in that order but shall be subordinated
to the claims of the policyholders and all other creditors.
(iv) Unsecured Redeemable Non-Convertible Debentures - Perpetual debt
153
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
As at As at As at
Particulars
March 31, 2019 March 31, 2018 April 1, 2017
Unpaid Dividend 2.93 2.70 2.93
Advances from customers 19.91 13.66 22.99
Security Deposits received 2.21 2.12 3.45
Collections towards derecognised assets pending remittance 46.07 69.01 81.24
Other liabilities 219.44 182.55 106.63
290.56 270.04 217.24
Note 23 - Provisions
As at As at As at
Particulars
March 31, 2019 March 31, 2018 April 1, 2017
Provision for Employee Benefits
- Compensated Absences 48.25 36.71 25.52
48.25 36.71 25.52
Other Provisions (Refer Note 42)
Provision for Contingencies and Service Tax claims 38.37 38.14 37.47
Provision for Undrawn commitments 0.51 0.12 0.10
38.88 38.26 37.57
87.13 74.97 63.09
154
Corporate Overview Management Reports Financial Statements
As at As at As at
Particulars
March 31, 2019 March 31, 2018 April 1, 2017
Insurance Contract liabilities
Provision for unearned premiums (Refer (i) below) 2,740.98 2,246.97 1,783.48
Unallocated premium (Refer (ii) below) 136.77 141.94 128.43
Premium received in advance (Refer (iii) below) 130.72 151.47 122.62
Total (A) 3,008.47 2,540.38 2,034.53
Others
Deferred Rent 8.34 6.63 3.96
Income received in advance 23.03 29.65 1.58
Statutory Liabilities 23.75 15.48 1.56
Other Liabilities 2.37 4.73 1.97
Total (B) 57.49 56.49 9.07
Total (A) + (B) 3,065.96 2,596.87 2,043.60
(i) Movement in Provision for Unearned Premium
As at As at
Particulars
March 31, 2019 March 31, 2018
At the Beginning of the year 2,246.97 1,783.48
Premiums written in the year 4,251.72 4,116.74
Premiums recognised during the year (3,757.71) (3,653.25)
At the End of the year 2,740.98 2,246.97
(ii) Movement in Unallocated Premium
As at As at
Particulars
March 31, 2019 March 31, 2018
At the Beginning of the year 141.94 128.43
Adjustments during the year (5.17) 13.51
At the End of the year 136.77 141.94
(iii) Movement in Premium received in advance
As at As at
Particulars
March 31, 2019 March 31, 2018
At the Beginning of the year 151.47 122.62
Incurred during the year 762.39 701.50
Premium Recognised during the year 783.14 672.65
At the End of the year 130.72 151.47
155
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
The Company has only one class of equity shares having a par value of ` 1 per share. All these shares have the same
rights and preferences with respect to payment of dividend, repayment of capital and voting. The dividend proposed by
the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting except for
interim dividend.
As at As at As at
Particulars
March 31, 2019 March 31, 2018 April 1, 2017
Ambadi Investments Limited 7,00,66,595 7,00,66,595 6,40,54,680
156
Corporate Overview Management Reports Financial Statements
Refer Note 43 for details of shares reserved for issue under options.
As per the requirements of Section 45-IC of the Reserve Bank of India Act, 1934, every NBFC is required to transfer 20%
of the total profits after tax for the year to a specific reserve by name of Statutory Reserve. The Group based on the above
regulation transferred an amount equivalent to 20% of the total profits after tax for the current year to such reserve.
Capital Reserve represents the amount that has been received as a capital grant from the Government of Maharashtra for the
set up of a unit in 2008-09 based on the fulfillment of certain conditions in connection with the set up of such unit. Pursuant
to the Scheme of Arrangement for demerger in FY 2016-17, this amount has been retained in the Company.
Capital reserve on consolidation represents the effect on reserves on account of additional investment in CIFCL during the
year 2018-19.
The Companies (Share capital and Debentures) Rules, 2014 (as amended), require the group to create DRR out of profits of
the Group available for payment of dividend with respect to the debentures that have been issued by the insurance business.
DRR is required to be created for an amount which is equal to 25% of the value of debentures outstanding in the case of
such insurance business. Accordingly the Group has created DRR equal to 25% of the outstanding debentures.
Capital redemption reserve represents the amount equal to the nominal value of shares that were redeemed during the
prior years. The reserve can be utilized only for specific purposes such as issuance of bonus shares in accordance with the
provisions of the Companies Act, 2013.
Securities premium account is used to record the premium on issue of shares. The reserve can be utilised only for specific
purposes such as issuance of bonus shares in accordance with the provisions of the Companies Act, 2013.
157
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
26g. General Reserve
Under the erstwhile Companies Act, 1956. a general reserve was created through an annual transfer of net income at a
specified percentage in accordance with applicable regulations. The purpose of these transfers was to ensure that if a
dividend distribution in a given year is more than 10.00% of the paid-up capital of the Company for that year, then the total
dividend distribution is less than the total distributable reserves for that year. Consequent to introduction of Companies
Act, 2013. the requirement of mandatory transfer of a specified percentage of the net profit to general reserve has been
withdrawn and the Company can optionally transfer any amount from the surplus of profit or loss to the General reserves.
Under IND AS 102, fair value of the options granted is required to be accounted as expense over the life of the vesting period
as employee compensation costs, reflecting the period of receipt of service. Stock options granted but not vested as on
the transition date were valued for expired period, calculated from the grant date till date of transition, and were credited to
Share Based Payment reserve.
The amount that can be distributed by the Company as dividends to its equity shareholders is determined based on the
financial statements of the Company and also considering the requirements of the Companies Act, 2013. Thus, the amounts
reported above are not distributable in entirety.
Cash flow hedge reserve represents the cumulative effective portion of gains or losses arising on changes in fair value of
hedging instruments entered into for cash flow hedges, which shall be reclassified to profit or loss only when the hedged
transaction affects the profit or loss, or included as a basis adjustment to the non-financial hedged item, consistent with the
Group accounting policies.
The Group has elected to recognise changes in the fair value of certain investments in equity securities in other comprehensive
income. These changes are accumulated within the FVTOCI equity investments reserve within equity. The Group transfers
amounts from this reserve to retained earnings when the relevant equity securities are derecognised.
26l. Share Application Money pending Allotment at the end of the year
Pertains to money received for the allotment of shares pursuant to the Employee Stock Options Scheme. The money
collected based on the exercise of the option as per the ESOP scheme will get included here and subsequently on allotment
of shares, the balances will be appropriated to share capital and share premium balances.
Proposed Dividend
The Board of Directors of the Company have recommended a final dividend of 65% being ` 0.65 per share on the equity
shares of the Company, for the year ended March 31, 2019 ( ` 0.65 per share - March 31, 2018) which is subject to approval
of shareholders. Consequently the proposed dividend has not been recorded in the books in accordance with IND AS 10.
158
Corporate Overview Management Reports Financial Statements
159
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
As at As at
Particulars
March 31, 2019 March 31, 2018
Contract Liabilities 22.41 28.47
Contract liability relates to payments received in advance of performance under the contract. Contract liabilities are
recognised as revenue as (or when) we perform under the contract.
160
Corporate Overview Management Reports Financial Statements
161
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Note 31 - Impairment On Financial Instruments
162
Corporate Overview Management Reports Financial Statements
163
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Note 34 - Earnings Per Share
Year ended Year ended
Particulars
March 31, 2019 March 31, 2018
Profit After Tax 696.70 549.91
Weighted Average Number of Equity Shares (Basic) 18,76,55,191 18,74,92,370
Add: Dilutive effect relating to ESOP 28,861 1,56,624
Weighted Average Number of Equity Shares (Diluted) 18,76,84,052 18,76,48,994
Earnings per Share – Basic (`) 37 29
Earnings per Share – Diluted (`) 37 29
Face Value Per Share (`) 1 1
Note:
Earnings per Share calculations are done in accordance with Ind AS 33 “Earnings per Share”.
Year ended
Particulars
March 31, 2019 March 31, 2018
Accounting profit before tax from continuing operations 2,134.79 1,694.54
Income tax rate of 29.12% (March 31, 2018: 33.063%) 621.65 560.27
Effects of:
Impact of difference in tax base for Donation & CSR expense 5.14 4.86
Share based payment expense – No deduction claimed under tax 2.79 2.93
Impact of Deduction u/s 35(1)(ii) (1.89) -
Deduction u/s 80JJA (3.60) (3.57)
Tax free interest income accrued 13.30 12.23
Dividend Income-Exempt from tax 0.83 0.70
Exempt income on short term capital gains 1.52 3.76
Prior period provision accounted 0.60 -
Taxed at special rate - (0.29)
Other adjustments (7.32) (1.54)
Effect of enacted tax rate on Deferred tax - (3.70)
Effect of different tax rate adopted by Subsidiaries* 88.05 (6.92)
Income tax expense reported in statement of Profit and Loss 721.07 568.73
* The Statutory Income tax rate for the Company for March 31, 2019 is 29% (March 31, 2018: 33%), whilst for the subsidiaries
it is 34% (March 31, 2018: 34%)
The following tables provide a summary of financial assets that have been transferred in such a way that part or all of
the transferred financial assets do not qualify for derecognition, together with the associated liabilities:
164
Corporate Overview Management Reports Financial Statements
The Group has Securitised certain loans, however the Group has not transferred substantially all risks and rewards,
hence these assets have not been de-recognised in its entirety.
As at As at As at
Particulars
March 31, 2019 March 31, 2018 April1, 2017
Securitisations
Carrying amount of transferred assets measured at amortised cost
5642.73 5653.67 5320.84
(Held as collateral )
Carrying amount of associated liabilities (Debt securities - measured
5492.61 5622.44 5373.64
at amortised cost)
Fair value of assets 5871.98 5928.74 5569.63
Fair value of associated liabilities 5473.98 5732.48 5330.87
Net position at Fair Value 398.00 196.26 238.76
B) Direct bilateral assignment
The Group has sold some loans (measured at amortised cost) by way of direct bilateral assignment, as a source of
finance.
As per the terms of these deals, since substantial risk and rewards related to these assets were transferred to the extent
of 90% of the assets transferred to the buyer, the assets have been de-recognised from the Group’s balance sheet.
The table below summarises the carrying amount of the derecognised financial assets measured at amortised cost and
the gain/(loss) on derecognition, per type of asset.
As at As at As at
Particulars
March 31, 2019 March 31, 2018 April 1, 2017
Assignment
Carrying amount of de-recognised financial asset 1671.17 670.91 1029.50
Carrying amount of Retained Assets at amortised cost 190.20 86.48 124.67
The Group has not transferred any assets that are derecognised in their entirety where the Group continues to have continuing
involvement.
165
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Note 37 - Micro, Small & Medium Enterprises
Based on and to the extent of the information received by the Group from the suppliers during the year regarding their status
under the Micro, Small and Medium Enterprises Development Act, 2006 (MSMED Act) and relied upon by the auditors.
As at As at
Particulars
March 31, 2019 March 31, 2018
Principal amount due to suppliers under MSMED Act, as at the year end 0.18 -
Interest accrued and due to suppliers under MSMED Act, on the above amount as at
- -
the year end
Payment made to suppliers (other than interest) beyond the appointed day, during the
- -
year
Interest paid to suppliers under MSMED Act (other than Section 16) - -
Interest paid to suppliers under MSMED Act (Section 16) - -
Interest due and payable to suppliers under MSMED Act, for payments already made - -
Interest accrued and remaining unpaid at the year end to suppliers under MSMED Act - -
Note 38 - Retirement Benefit
A defined contribution plan is a pension plan under which the Group pays fixed contributions and where there is no
legal or constructive obligation to pay further contributions. During the year, the Group recognised ` 27.13 Crores
(Previous Year - ` 23.32 Crores) to Provident Fund under Defined Contribution Plan, ` 7.26 Crores (Previous Year - ` 6.34
Crores) for Contributions to Superannuation Fund and ` 2.08 Crores (Previous Year - ` 3.61 Crores) for Contributions to
Employee State Insurance Scheme in the Statement of Profit and Loss.
B) Gratuity
The Group’s defined benefit gratuity plan is a final salary plan for India employees, which requires contributions to be
made to a separately administered fund. The gratuity plan is funded with Life Insurance Corporation of India (LIC).
The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five
years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service
and salary at retirement age. The following tables summarise the components of net benefit expense recognised
in the statement of profit and loss and the funded status and amounts recognised in the balance sheet for the
respective plans:
166
Corporate Overview Management Reports Financial Statements
Assumptions
Discount Rate 7% to 7.30% p.a. 7.40% to 7.60% p.a.
Future salary increase 7.50% p.a. 7.50% p.a.
Attrition Rate
Senior management 13% p.a. 13% to 33% p.a.
Middle management 13% p.a. 13% to 33% p.a.
Others 13% to 17% p.a 13% to 33% p.a.
Expected rate of return on Plan Assets 7.50% p.a. 7.50% p.a.
Indian Assured Lives Indian Assured Lives
Mortality
(2006-08) Ultimate (2006-08) Ultimate
Expected Payment for future years
Within the next 12 months (next annual reporting period) 7.31 6.83
Between 2 and 5 years 28.40 19.60
Between 5 and 10 years 26.66 19.33
Beyond 10 Years 27.58 20.05
Total Expected Payments 89.95 65.81
167
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Sensitivity Analysis:
1. The estimate of future salary increase takes into account inflation, seniority, promotion and other relevant factors.
2. The Group’s best estimate of contribution during the next year is ` 19.69 Crores.
3. Discount rate is based on the prevailing market yields of Indian Government Bonds as at the Balance Sheet date for the
estimated term of the obligation.
4. The entire Plan Assets are invested in insurer managed funds with Life Insurance Corporation of India (LIC).
C) Compensated Absences
1. The Group has not funded its Compensated Absences liability and the same continues to remain as unfunded as at
March 31, 2019.
2. The estimate of future salary increase takes into account inflation, seniority, promotion and other relevant factors.
3. Discount rate is based on the prevailing market yields of Indian Government Bonds as at the Balance Sheet date for the
estimated term of the obligation.
168
Corporate Overview Management Reports Financial Statements
Particulars Inter-
Financing Insurance Others Unallocable segment Total
revenue
Revenue from Operations
- Interest Income 6,565.27 513.10 9.33 - (22.23) 7,065.47
- Dividend Income 0.23 2.36 0.38 - 2.97
- Net gain on derecognition of 86.70 - - - - 86.70
financial instruments under
amortised cost category
- Premium Income - 3,049.89 - - (0.79) 3,049.10
- Fee & Commission Income 186.32 260.68 60.95 - (38.22) 469.73
- Net gain on Fair value change on 63.27 53.04 1.24 - 9.76 127.31
financial instrument
- Service Income 90.42 - 41.86 - (7.93) 124.35
Segment revenue from Operations 6,992.21 3,879.07 113.76 - (59.41) 10,925.63
(I)
- Other income (II) 20.98 0.18 0.02 - - 21.18
Total Segment Income - (I) + (II) 7,013.19 3,879.25 113.78 - (59.41) 10,946.81
Segment Expenses 5,181.66 3,589.18 100.59 - (59.41) 8,812.02
Segment Profit before taxation 1,831.53 290.07 13.19 - - 2,134.79
Tax expense (721.07 )
Share of Profit from Associate/ oint 1.11
Venture
Profit for the year 1,414.83
169
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
170
Corporate Overview Management Reports Financial Statements
V. Associate
a. Mr. M. M. Murugappan
Note:
Related party relationships are as identified by the Management and relied upon by the Auditors
171
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
a) Transactions during the year
172
Corporate Overview Management Reports Financial Statements
As at As at As at
Particulars
March 31, 2019 March 31, 2018 April 1, 2017
Other Receivables / (Payables)
a) Parry Enterprises Limited 0.61 0.01 0.01
b) Parry Agro Limited - 0.01 -
c) Mitsui Sumitomo Insurance Company Limited 0.12 0.12 0.58
Receivable due from other entities carrying on insurance
business
a) Mitsui Sumitomo Insurance Company Limited 0.29 50.46 8.79
c) Key Managerial Personnel
As at As at As at
Particulars
March 31, 2019 March 31, 2018 April 1, 2017
Income tax and Interest on Tax issues where the Group has gone on
422.91 268.28 388.45
appeal
Decided in the Group’s favour by Appellate Authorities and for which
212.92 0.13 0.38
the Department is on further appeal with respect to Income Tax
Sales Tax issues pending before Appellate Authorities in respect of
114.56 124.18 102.70
which the Group is on appeal.
Service Tax issues pending before Appellate Authorities in respect
199.78 137.02 136.93
of which the Group is on appeal.
Disputed claims against the Group lodged by various parties under
67.61 80.62 62.94
litigation (to the extent quantifiable)
Order in respect of alleged violations of the Provisions of SEBI Act 0.07 0.07 0.07
Appeal pertaining to Service Tax payable on turnover charges and
0.68 0.68 0.68
ineligible Service Tax Input Credit
i) The Group is of the opinion that the above demands are not sustainable and expects to succeed in its appeals /
defence.
ii) It is not practicable for the Group to estimate the timings of the cashflows, if any, in respect of the above pending
resolution of the respective proceedings.
iii) The Group does not expect any reimbursement in respect of the above contingent liabilities.
iv) Future Cash outflows in respect of the above are determinable only on receipt of judgements/decisions pending with
various forums/authorities.
173
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
b) Commitments
As at As at As at
Particulars
March 31, 2019 March 31, 2018 April 1, 2017
Capital commitments 18.07 4.36 9.66
Investment commitment to Faering Capital India Evolving Fund 0.16 0.16 0.32
Disbursements – Undrawn lines 733.45 566.32 386.70
c) The Supreme Court had passed judgement on February 28, 2019 that all allowances paid to employees are to be
considered for the purposes of PF wage determination. There are numerous interpretative issues relating to the
above judgement. As a matter of caution, the Group has complied with the same on prospective basis from the date of
the Supreme Court order.
d) Bank Guarantee:
As at As at As at
Particulars
March 31, 2019 March 31, 2018 April 1, 2017
Outstanding bank guarantees given to stock exchanges/stock
16.39 16.25 16.25
holding corporation of India limited to meet margin requirements
As at Additional Utilisation/ As at
Particulars
March 31, 2018 Provision Reversal March 31, 2019
Provision for Contingencies and Service Tax
38.14 0.24 - 38.37
claims
Provision for Undrawn commitments 0.12 0.39 - 0.51
As at Additional Utilisation/ As at
Particulars
April 1, 2017 Provision Reversal March 31, 2018
Provision for Contingencies and Service Tax
37.47 0.87 0.20 38.14
claims
Provision for Undrawn commitments 0.10 0.02 - 0.12
Undrawn loan commitments are commitments under which the Group is required to provide a loan under pre-sanctioned
terms to the customer.
The undrawn commitments provided by the Group are predominantly in the nature of limits provided for Automobile dealers
based on the monthly loan conversions and partly disbursed loans for immovable properties. These undrawn limits are
converted within a short period of time and do not generally remain undisbursed / undrawn beyond one year from the
reporting date. The undrawn commitments amount outstanding as at March 31, 2019 is ` 733.45 Crores (` 566.32 Crores as
at March 31, 2018 and ` 386.70 Crores as at April 1, 2017).
The Group creates expected credit loss provision on the undrawn commitments outstanding as at the end of the reporting
period and the related expected credit loss on these commitments as at March 31, 2019 is ` 0.51 Crores (` 0.12 Crores as
at March 31, 2018 and ` 0.10 Crores as at April 1, 2017).
174
Note 43 - ESOP disclosure of Cholamandalam Financial Holdings Limited.
The stock options granted by the Group and related movements are given below:
Notes
a) Company’s stock options.
Grant 1 15-Mar-17 222,610 - 7,110 106,420 109,080 222,610 109,080 416.86 3.96
Employee Stock Option Plan 2007
to Consolidated Financial Statements
Granted
Apr-2017 / lapsed & allotted Mar-2018 at 01-Apr- at 31-Mar-
Life
2017 2018
Grant 3 24-Mar-08 40,553 - - 40,553 - 40,553 -
Grant 4 31-Jul-08 16,688 - - 9,344 7,344 16,688 7,344 21.16 0.33
Grant 7 29-Jan-11 43,344 - - 26,928 16,416 43,344 16,416 66.67 1.57
Grant 8 29-Jan-11 17,112 - - 2,000 15,112 17,112 15,112 66.67 -
Grant 12 2-Nov-11 56,516 - 7,000 49,516 56,516 49,516 66.67 -
Total 174,213 - - 85,825 88,388 174,213 88,388
175
176
Employee Stock Option Plan 2016
During the Year 2017-18 Options Options
Weighted
Options Options vested vested
Average
Notes
Date of Outstanding Options Options Outstanding but not but not Exercise
Particulars Options Remaining
Grant as at 01-Apr- Cancelled Exercised as at 31-Mar- exercised exercised Price
Granted Contractual
2017 / lapsed & allotted 2018 as at 01- as at 31-
Life
Apr-2017 Mar-2018
Grant 1 15-Mar-17 237,960 - 237,960 - - 237,960 - - -
Grant 1 15-Mar-17 0 232270 9,660 - 222,610 - 222,610 416.86 4.96
b) Stock Options of Cholamandalam Investment and Finance Company Limited (CIFCL)
Employee Stock Option Plan 2007
2019
Gt 30 Jul 2007 30-Jul-07 - - - - - - -
Gt 30 Jul 2007 I 30-Jul-07 - - - - - - -
Gt 30 Jul 2007 II 30-Jul-07 - - - - - - -
Gt 24 Oct 2007 24-Oct-07 - - - - - - -
Gt 25 Jan 2008 25-Jan-08 - - - - - - -
Gt 25 Jan 2008 I 25-Jan-08 - - - - - - -
Gt 25 Apr 2008 25-Apr-08 300 - - 300 - - - 192 -
to Consolidated Financial Statements
177
178
Employee Stock Option Plan 2016
During the Year 2017-18 Options
vested Options Weighted
Options Options
Notes
but not unvested Average
Date of outstanding Options
Options outstanding Exercise
Particulars Options Exercised exercised As at Remaining
Grant As at Cancelled/ As at Price
Granted and As at 31-Mar- Contractual
31-Mar-2017 lapsed 31-Mar-2018
allotted 31-Mar- 2018 Life
2018
GT25JAN2017 25-Jan-17 571,000 - 28,180 20,167 522,653 88,397 434,256 1,010 1.95
GT30JAN2018 30-Jan-18 - 55,920 - - 55,920 - 55,920 1,310 1.96
GT30JAN2018A 30-Jan-18 - 26,940 - - 26,940 - 26,940 1,310 2.54
Total 571,000 82,860 28,180 20,167 605,513 88,397 517,116
The Fair Value of Options used to compute proforma net profit and earnings per Equity Share have been estimated on the date of the grants using
Black-Scholes model by an independent consultant. The related compensation cost, if any, is being accounted for by the Resulting Company.
The key assumptions used in Black-Scholes model for calculating the fair value as on the date of the grants are:
Tr II 31-Oct-09 8.22 - 8.25 1.62 - 2.62 31.56 - 37.07 1.86 39.19 73.92 - 74.89
4
Tr I 31-Jul-09 0.00 - 8.24 0.00 - 2.99 0.00 - 39.82 1.86 30.67 80.83 - 81.68
Tr II 31-Jul-09 0.00 - 8.24 0.00 - 2.99 0.00 - 39.82 1.86 30.67 80.83 - 81.68
5 31-Oct-09 8.21 - 8.31 0.12 - 3.24 32.28 - 42.55 1.86 16.73 92.20 - 94.76
6 30-Jan-10 8.21 - 8.31 0.24 - 3.49 28.04 - 43.77 1.86 21.42 88.54 - 90.00
7
Tr I 29-Jan-12 8.21 - 8.26 1.24 - 5.48 31.69 - 46.73 1.86 96.63 39.45 - 80.72
Tr II 29-Jan-12 8.21 - 8.26 1.24 - 5.48 31.69 - 46.73 1.86 96.63 39.45 - 80.72
Tr III 29-Jan-12 8.21 - 8.26 1.24 - 5.48 31.69 - 46.73 1.86 96.63 39.45 - 80.72
8 29-Jan-12 8.21 - 8.26 1.24 - 4.48 31.69 - 43.79 1.86 96.63 27.22 - 52.67
Vesting Risk Free Price of the underlying Share
Grant Expected Life Expected Volatility Dividend Fair Value of the
Commences Interest Rate in the Market at the time of
No. (Years) of Share Price (%) Yield (%) Option (`)
on (%) Option Grand (`) Notes
9 29-Jan-12 8.21 - 8.26 1.24 - 3.48 31.69 - 43.79 1.86 96.63 27.22 - 46.62
10 2-May-12 8.21 - 8.25 1.37 - 5.74 31.38 - 47.27 1.86 96.63 27.90 - 56.06
11 1-Aug-12 8.21 - 8.25 1.49 - 5.99 31.76 - 47.01 1.86 110.23 21.93 - 53.00
12
Tr I 2-Nov-12 8.21 - 8.24 1.74 - 6.24 32.74 - 46.93 1.86 98.74 30.05 - 57.75
Tr II 2-Nov-12 8.21 - 8.24 1.74 - 6.24 32.74 - 46.93 1.86 98.74 30.05 - 57.75
Employee Stock Option Plan 2016
Risk Free Price of the underlying
Grant Vesting Expected Life Expected Volatility Dividend Fair Value of the
Interest Rate Share in the Market at the
No. Commences on (Years) of Share Price (%) Yield (%) Option (`)
(%) time of Option Grand (`)
1
Tr I 15-Mar-18 6.75 3.5 31.49 0.25 416.86 134.16
Corporate Overview
ESOP 2007
Variables
Price of the underlying Share
Risk Free Interest Expected Dividend Fair Value of
Date of Grant Expected Life in the Market at the time of
Rate Volatility Yield the Option (`)
Management Reports
25-Jan-08 6.14% -7.10% 3-6 years 44.58% -47.63% 5.65% 262.20 78.15
25-Apr-08 7.79% - 8.00% 2.5-5.5 years 45.78% - 53.39% 3.97% 191.80 76.74
30-Jul-08 9.14% - 9.27% 2.5-5.5 years 46.52% - 53.14% 3.97% 105.00 39.22
24-Oct-08 7.54% - 7.68% 2.5-5.5 years 48.2% - 55.48% 3.97% 37.70 14.01
Financial Statements
27-Jan-11
- Tranche I 8% 4 years 59.50% 10% 187.60 94.82
- Tranche II 8% 3.4 years 61.63% 10% 187.60 90.62
30-Apr-11 8% 4 years 59.40% 25% 162.55 73.07
28-Jul-11 8% 4 years 58.64% 25% 175.35 79.17
27-Oct-11 8% 4 years 57.52% 25% 154.55 67.26
179
180
Variables Post Modification
Risk Free Interest Rate 7.92%-8.12%
Expected Life 0.12 years- 6.25 years
Notes
Expected Volatility 28.28%-63.00%
Dividend Yield 1.18%
Price of the underlying share in market at the time of the option grant.(`) 212.05
ESOP 2016
Variables
Price of the underlying Share
Risk Free Interest Dividend Fair Value of
Date of Grant Expected Life Expected Volatility in the Market at the time of
Rate Yield the Option (`)
the Option Grant (`)
25-Jan-17 6.36% - 6.67% 3.5 -6.51 years 33.39% -34.47% 0.54% 1,010.00 401.29
30-Jan-18 7.11%-7.45% 3.5 – 5.50 years 30.16%-31.46% 0.42% 1,309.70 496.82
30-Jan-18 7.11%-7.45% 3.5 – 5.50 years 30.16%-31.46% 0.42% 1,309.70 531.84
23-Apr-18 7.45%-7.81% 3.51 -6.51 years 30.33%-32.38% 0.42% 1,562.35 646.08
26-Jul-18 7.71%-7.92% 3.51 -5.51 years 30.56%-31.83% 0.43% 1,497.30 586.32
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Exchange
Particulars March 31, 2018 Cash ows Other March 31, 2019
Difference
Debt Securities. Borrowings
other than debt securities and 38,199.97 12,211.39 13,779.00 (13,743.08) 50,447.28
Sub-ordinated liabilities.
Exchange
Particulars April 1, 2017 Cash ows Other March 31, 2018
Difference
(i) Other column includes the effect of accrued but not paid interest on borrowing, amortisation of processing fees etc.,
(ii) Total Liabilities comprises of Debt securities, Borrowings (other than debt securities) and Subordinated Liabilities.
181
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Maturity
Particulars Amount Within After
12 months 12 months
Other Intangible assets 36.94 - 36.94
Other Non-Financial Assets 398.89 225.81 173.08
Total Non- Financial Assets 1,573.79 225.81 1,347.98
Financial Liabilities
Derivative financial instruments 8.41 - 8.41
Payables
i) Trade Payables 231.45 231.45 -
ii) Other Payables 223.33 223.33 -
iii) Other Insurers 401.63 401.63 -
Debt Securities 13,961.82 9,590.24 4,371.58
Borrowings(Other than Debt Securities) 32,126.78 8,650.72 23,476.06
Subordinated Liabilities 4,358.68 471.64 3,887.04
Insurance Contract Liabilities 5,317.00 4,193.34 1,123.66
Other Financial Liabilities 290.56 287.84 2.72
Total Financial Liabilities 56,919.66 24,050.19 32,869.47
Non-Financial Liabilities
Provisions 87.13 87.13 -
Other Non-Financial Liabilities 3,065.96 34.27 3,031.69
Total Non-Financial Liabilities 3,153.09 121.40 3,031.69
Maturity
Particulars Amount Within After
12 months 12 months
As on March 31, 2018
Financial Assets
Cash and Cash Equivalents 486.33 486.33 -
Bank balances Other than Cash and 722.53 200.30 522.23
Cash Equivalents
Derivative financial instruments 5.99 0.28 5.71
Receivables
i) Trade Receivables 68.85 68.85 -
ii) Other Receivables 55.77 55.77 -
iii) Insurance Contract Assets 555.25 224.30 330.95
iv) Re-insurance Assets 1,542.72 184.57 1,358.15
Loans 42,243.96 13,424.63 28,819.33
Investment in associate & joint venture 8.90 8.90
Other Investments 6,201.70 2,708.40 3,493.30
Other Financial Assets 175.64 115.80 59.84
Total Financial Assets 52,067.64 17,469.23 34,598.41
182
Corporate Overview Management Reports Financial Statements
Maturity
Particulars Amount Within After
12 months 12 months
Non- Financial Assets
Current tax assets (Net) 228.92 - 228.92
Deferred tax assets (Net) 438.75 - 438.75
Goodwill on Consolidation 49.73 - 49.73
Investment Property 28.87 - 28.87
Intangible assets under development 3.80 - 3.80
Property, Plant and Equipment 194.04 - 194.04
Other Intangible assets 38.36 - 38.36
Other Non-Financial Assets 356.50 207.13 149.37
Total Non- Financial Assets 1,338.97 207.13 1,131.84
Financial Liabilities
Derivative financial instruments 76.55 27.96 48.59
Payables
i) Trade Payables 214.03 214.03 -
ii) Other Payables 220.68 220.68 -
iii) Other Insurers 595.18 595.18
Debt Securities 14,140.54 7,111.03 7,029.51
Borrowings(Other than Debt Securities) 20,169.40 6,391.38 13,778.02
Subordinated Liabilities 3,890.03 534.84 3,355.19
Insurance Contract Liabilities 4,569.32 4,525.73 43.59
Other Financial Liabilities 270.04 266.20 3.84
Total Financial Liabilities 44,145.77 19,880.03 24,258.74
Non-Financial Liabilities
Provisions 74.97 74.97 -
Other Non-Financial Liabilities 2,596.87 25.59 2,571.28
Total Non-Financial Liabilities 2,671.84 100.56 2,571.28
Maturity
Particulars
Amount Within 12 months After 12 months
As on March 31, 2017
Financial Assets
Cash and Cash Equivalents 328.11 328.11 -
Bank balances Other than Cash and 1,087.49 526.38 561.11
Cash Equivalents
Derivative financial instruments - - -
Receivables
i) Trade Receivables 38.71 38.71 -
183
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Maturity
Particulars
Amount Within 12 months After 12 months
ii) Other Receivables 45.04 45.04 -
iii) Insurance Contract Assets 326.69 216.88 109.81
iv) Re-insurance Assets 1,013.51 276.80 736.71
Loans 33,214.39 10,665.49 22,548.90
Investment in associate & joint venture 7.83 7.83
Other Investments 4,570.02 2,625.64 1,944.38
Other Financial Assets 262.64 170.35 92.29
Total Financial Assets 40,894.43 14,893.40 26,001.03
Non- Financial Assets
Current tax assets (Net) 141.04 - 141.04
Deferred tax assets (Net) 360.58 - 360.58
Goodwill on Consolidation 49.73 - 49.73
Investment Property 28.88 - 28.88
Intangible assets under development 0.04 - 0.04
Property, Plant and Equipment 178.60 - 178.60
Other Intangible assets 33.26 - 33.26
Other Non-Financial Assets 233.70 163.44 70.26
Total Non- Financial Assets 1,025.83 163.44 862.39
Financial Liabilities
Derivative financial instruments 101.03 5.90 95.13
Payables
i) Trade Payables 132.46 132.46 -
ii) Other Payables 132.81 132.81 -
iii) Other Insurers 219.66 219.66
Debt Securities 13,379.42 6,296.13 7,083.29
Borrowings(Other than Debt Securities) 13,744.38 4,804.95 8,939.43
Subordinated Liabilities 2,946.31 222.24 2,724.07
Insurance Contract Liabilities 3,398.63 3,093.51 305.12
Other Financial Liabilities 217.24 215.87 1.37
Total Financial Liabilities 34,271.94 15,123.53 19,148.41
Non-Financial Liabilities
Provisions 63.09 62.52 0.57
Other Non-Financial Liabilities 2,043.60 4.58 2,039.02
Total Non-Financial Liabilities 2,106.69 67.10 2,039.59
184
Corporate Overview Management Reports Financial Statements
Other Total
Profit
comprehensive comprehensive
As on allocated
Country of income income
Name of the Subsidiary March 31, to non
Incorporation allocated to allocated to
2019 controlling
non controlling non controlling
interest
interest interest
Cholamandalam Investment and
India 53.61% 638.85 (1.13) 637.72
Finance Company Limited (CIFCL)
Cholamandalam MS General Insurance
India 40.00% 79.28 (0.25) 79.03
Company Limited (CMSGICL)
As at March 31, 2018
Other Total
Profit
comprehensive comprehensive
As on allocated
Country of income income
Name of the Subsidiary March 31, to non
Incorporation allocated to allocated to
2018 controlling
non controlling non controlling
interest
interest interest
Cholamandalam Investment and
India 53.79% 495.33 4.12 499.45
Finance Company Limited (CIFCL)
Cholamandalam MS General Insurance
India 40.00% 81.64 (0.81) 80.83
Company Limited (CMSGICL)
The summarised financial information of the Subsidiaries is provided below. This information is based on amounts before
inter-company eliminations.
As at March 31, 2019
Summarised Statement of Profit and Loss
185
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Summarised Balance Sheet
186
Corporate Overview Management Reports Financial Statements
187
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Note 47A - Investment in an associate
188
Corporate Overview Management Reports Financial Statements
The Group maintains an actively managed capital base to cover risks inherent in the business, meeting the capital
adequacy requirements of Reserve Bank of India (RBI), compliance with solvency requirements prescribed by the
Insurance Regulatory and Development Authority of India (IRDAI), maintain strong credit rating and healthy capital
ratios in order to support business and maximise shareholder value. The adequacy of the Group’s capital is monitored
by the Board using, among other measures, the regulations issued by RBI and IRDAI.
The Group manages its capital structure and makes adjustments to it according to changes in economic conditions
and the risk characteristics of its activities. In order to maintain or adjust the capital structure, the Group may adjust the
amount of dividend payment to shareholders, return capital to shareholders or issue capital securities.
The Group has complied in full with the capital and solvency requirements prescribed by RBI and IRDAI respectively
over the reported period.
The Group has put in place a robust risk management framework to promote a proactive approach in reporting,
evaluating and resolving risks associated with the business. Given the nature of the business, the Group is engaged
in, the risk framework recognizes that there is uncertainty in creating and sustaining value as well as in identifying
opportunities. Risk management is therefore made an integral part of the Group’s effective management practice.
Risk Management Framework: The Group’s risk management framework is based on (a) clear understanding and
identification of various risks (b) disciplined risk assessment by evaluating the probability and impact of each risk (c)
Measurement and monitoring of risks by establishing Key Risk Indicators with thresholds for all critical risks and (d)
adequate review mechanism to monitor and control risks.
189
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
The Group has a well-established risk reporting and monitoring framework which highlights the movement of top critical
risks. This provides the level and direction of the risks, which are arrived at based on the two-level risk thresholds for
the identified Key Risk Indicators and are aligned to the overall Group’s risk appetite framework approved by the board.
The Group also developed such risk reporting and monitoring mechanism for the risks at business / vertical level. The
Group identifies and monitors risks periodically. This process enables the Group to reassess the top critical risks in a
changing environment that need to be focused on.
Risk Governance structure: The Group’s risk governance structure operates with a risk management committee with
clearly laid down charter and senior management direction and oversight. The board oversees the risk management
process and monitors the risk profile of the Group directly as well as through a board constituted risk management
committee. The committee, reviews the risk management policy, implementation of risk management framework,
monitoring of critical risks, and review of various other initiatives with a structured annual plan. The key risks faced
by the Group are credit risk, liquidity risk, interest rate risk, operational risk, foreign currency risk, insurance risk,
reputational and regulatory risk, which are broadly classified as credit risk, market risk, operational risk, liquidity risk,
foreign currency risk and insurance risk.
48.2 Credit Risk
Lending
Credit risk in lending business arises when a borrower is unable to meet financial obligations to the lender. This could
be either because of wrong assessment of the borrower’s payment capabilities or due to uncertainties in future. The
effective management of credit risk requires the establishment of appropriate credit risk policies and processes.
The Group has comprehensive and well-defined credit policies across various businesses, products and segments,
which encompass credit approval process for all businesses along with guidelines for mitigating the risks associated
with them. The appraisal process includes detailed risk assessment of the borrowers, physical verifications and field
visits. The Group has a robust post sanction monitoring process to identify credit portfolio trends and early warning
signals. This enables it to implement necessary changes to the credit policy, whenever the need arises. Also, being
in asset financing business, most of the Group’s lending is covered by adequate collaterals from the borrowers. The
Group developed application scoring model to assess the credit worthiness of the borrower for underwriting decisions
for its vehicle finance, home equity and home loan business.
The Group also has a well-developed business planning model for the vehicle finance portfolio, to help business teams
plan volume with adequate pricing of risk for different segments of the portfolio.
Insurance - Investments
Insurance Business is subject to credit risk in connection with issuers of securities held in its investment portfolio
and reinsurers. Losses may occur when a counterparty fails to make timely payments pursuant to the terms of the
underlying contractual arrangement or when the counterparty’s credit rating or risk profile otherwise deteriorates. Credit
risk can occur at multiple levels, as a result of broad economic conditions, challenges within specific sectors of the
economy, or from issues affecting individual companies. Events that result in defaults, impairments or downgrades of
the securities in our investment portfolio would cause the Company to record realized or unrealized losses and increase
provisions for asset default, adversely impacting earnings
Governance structure, in the form of Investment Committee and well defined investment policies and processes are in
place to ensure that the risks involved in investments are identified and acceptable levels are defined. All Regulatory
and Internal norms are built in the Investment system which monitors the investment limits and exposure norms on a
daily basis
The policyholders’ funds are invested in accordance with regulatory norms. Investment policy and most of the investment
is made in the government securities having sovereign rating and debt securities issued by reputed corporate having
appropriate rating as per Investment Committee.
190
Corporate Overview Management Reports Financial Statements
191
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
The Concentration of risk is managed by Group for each product by its region and its sub-segments. Group did not
overly depend on few regions or products as of Mar 31, 2019.
Insurance - Investments
It is the Group’s policy to maintain accurate and consistent risk ratings across its credit portfolio. This enables
management to focus on the applicable risks and the comparison of credit exposures across all lines of business,
geographic regions and products. The rating system is supported by a variety of financial analytics combined with
processed market information to provide the main inputs for the measurement of counterparty risk. All internal risk
ratings are tailored to the various categories and are derived in accordance with the Company’s rating policy. The
attributable risk ratings are assessed and updated regularly.
During the year, no credit exposure limits were exceeded. The Group actively manages its product mix to ensure that
there is no significant concentration of credit risk.
48.5 Operational Risk
Operational risk is the risk of loss resulting from inadequate or failed internal processes, people or systems, or from
external events. When controls fail to perform, operational risks can cause damage to reputation, have legal or
regulatory implications or can lead to financial loss. The Company cannot expect to eliminate all operational risks, but
by initiating a rigorous control framework and by monitoring and responding to potential risks, the Company is able to
manage the risks.
The operational risks of the Group are managed through comprehensive internal control systems and procedures
and key back up processes. Controls include effective segregation of duties, access controls, authorisation and
reconciliation procedures, staff education and assessment processes, including the use of internal audit. Business risks
such as changes in environment, technology and the industry are monitored through the Group’s strategic planning and
budgeting process. In order to further strengthen the control framework and effectiveness, the Group has established
risk control self-assessment at branches to identify process lapses by way of exception reporting. This enables the
management to evaluate key areas of operational risks and the process to adequately mitigate them on an ongoing
basis. The Group also undertakes Risk based audits on a regular basis across all business units / functions. While
examining the effectiveness of control framework through self-assessment, the risk-based audit would assure effective
implementation of self-certification and internal financial controls adherence, thereby, reducing enterprise exposure.
The Group has put in place a robust Disaster Recovery (DR) plan, which is periodically tested. Business Continuity
Plan (BCP) is further put in place to ensure seamless continuity of operations including services to customers, when
confronted with adverse events such as natural disasters, technological failures, human errors, terrorism, etc. Periodic
testing is carried out to address gaps in the framework, if any. DR and BCP audits are conducted on a periodical basis
to provide assurance regarding the effectiveness of the Group’s readiness.
48.6 Liquidity Risk
Liquidity risk is defined as the risk that the Group will encounter difficulty in meeting obligations associated with financial
liabilities that are settled by delivering cash or another financial asset.
Lending
Liquidity risk arises because of the possibility that the Group might be unable to meet its payment obligations when
they fall due as a result of mismatches in the timing of the cash flows under both normal and stress circumstances.
Such scenarios could occur when funding needed for illiquid asset positions is not available to the Group on acceptable
terms. To limit this risk, management has arranged for diversified funding sources and adopted a policy of availing
funding in line with the tenor and repayment pattern of its receivables and monitors future cash flows and liquidity on a
daily basis. The Group has developed internal control processes and contingency plans for managing liquidity risk. This
incorporates an assessment of expected cash flows and the availability of unencumbered receivables which could be
used to secure funding by way of assignment if required. The Group also has lines of credit that it can access to meet
liquidity needs.
192
Corporate Overview Management Reports Financial Statements
193
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Sensitivity Analysis of claims outstanding Liabilities
As at March 31, 2019
Increase/ Increase/
Increase/ Increase/
(Decrease) (Decrease) in
Scenario (Decrease) in (Decrease) in
in Gross Profit before
Net Liabilities Equity
Liabilities taxes
Increase in Insurance Claims Liability Estimate by 2.5% 63.84 74.26 (63.84) (41.53)
Increase in Insurance Claims Liability Estimate by 5% 127.68 148.52 (127.68) (83.06)
Decrease in Insurance Claims Liability Estimate by 2.5% (63.84) (74.26) 63.84 41.53
Decrease in Insurance Claims Liability Estimate by 5% (127.68) (148.52) 127.68 83.06
As at March 31, 2018
Increase/ Increase/
Increase/ Increase/
(Decrease) (Decrease) in
Scenario (Decrease) in (Decrease) in
in Gross Profit before
Net Liabilities Equity
Liabilities taxes
Increase in Insurance Claims Liability Estimate by 2.5% 46.79 60.11 (46.79) (30.60)
Increase in Insurance Claims Liability Estimate by 5% 93.59 120.22 (93.59) (61.20)
Decrease in Insurance Claims Liability Estimate by 2.5% (46.79) (60.11) 46.79 30.60
Decrease in Insurance Claims Liability Estimate by 5% (93.59) (120.22) 93.59 61.20
Insurance Liability (Claims) Development pattern
As at March 31, 2019
Ultimate Net Loss YE 31- YE 31- YE 31- YE 31- YE 31- YE 31- YE 31- YE 31-
Cost - Re-estimated Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18 Mar-19
End of Accident Year 419.33 634.27 931.59 1,016.41 1,190.33 1,552.59 1,906.10 2,104.34
One Year Later 423.47 674.81 941.44 978.76 1,193.30 1,529.45 1,890.66 -
Two Year Later 442.75 689.02 1,001.35 993.57 1,215.88 1,598.50 - -
Three Year Later 445.61 695.58 988.15 1,023.83 1,250.45 - - -
Four Year Later 448.92 697.34 1,026.21 1,080.25 - - - -
Five Year Later 461.01 712.52 1,076.15 - - - - -
Six Year Later 463.35 735.96 - - - - - -
Seven Year Later 459.86 - - - - - - -
As at March 31, 2018
Ultimate Net Loss YE 31- YE 31- YE 31- YE 31- YE 31- YE 31- YE 31- YE 31-
Cost - Re-estimated Mar-11 Mar-12 Mar-13 Mar-14 Mar-15 Mar-16 Mar-17 Mar-18
End of Accident Year 323.38 419.33 634.27 931.59 1,016.41 1,190.33 1,552.59 1,906.10
One Year Later 332.35 423.47 674.81 941.44 978.76 1,193.30 1,529.45 -
Two Year Later 348.46 442.75 689.02 1,001.35 993.57 1,215.88 - -
Three Year Later 362.23 445.61 695.58 988.15 1,023.83 - - -
Four Year Later 364.84 448.92 697.34 1,026.21 - - - -
Five Year Later 368.41 461.01 712.52 - - - - -
Six Year Later 379.84 463.35 - - - - - -
Seven Year Later 379.79 - - - - - - -
194
Corporate Overview Management Reports Financial Statements
Changes in
the value of
Foreign Nominal Value Carrying Value Changes in
Hedged Item Line item
Exchange Risk of Hedging of Hedging Fair value
Maturity Date used as a basis in Balance
on Cash Flow Instruments Instruments of Hedging
for recognising sheet
Hedge (No. of Contracts) (` in Crores) Instrument
hedge
effectiveness
Cross Currency Asset Liability Asset Liability November 07, Borrowings
Interest rate 2019 to March 80.28 (84.15) and Finance
swap 5 1 1826.31 354.91 18, 2022 cost
Changes in the
Nominal Value
Foreign Carrying Value Changes in value of Hedged
of Hedging Line item
Exchange Risk of Hedging Maturity Fair value Item used as
Instruments in Balance
on Cash Flow Instruments Date of Hedging a basis for
(No. of sheet
Hedge (` in Crores) Instrument recognising hedge
Contracts)
effectiveness
Asset Liability Asset Liability June
Borrowings
Cross Currency 30,2018 to
(70.56) 53.63 and Finance
Interest rate swap 4 4 769.01 2,316.55 September
cost
25, 2020
Change in the
value of Hedging Hedge Amount reclassified Line item affected in
Instrument Effectiveness from Cash Flow Hedge Statement of Profit
Cash ow Hedge
recognised in Other recognised in Reserve to Profit or and Loss because of
Comprehensive profit and loss Loss the Reclassification
Income
Foreign exchange risk
11.00 - - NA
and Interest rate risk
As at April 1, 2017
Changes in the
Nominal Value
Foreign Carrying Value Changes in value of Hedged
of Hedging Line item
Exchange Risk of Hedging Fair value Item used as
Instruments Maturity Date in Balance
on Cash Flow Instruments of Hedging a basis for
(No. of sheet
Hedge (` in Crores) Instrument recognising hedge
Contracts)
effectiveness
Asset Liability Asset Liability October
Borrowings
Cross Currency 27, 2017 to
(101.03) 73.10 and Finance
Interest rate swap 5 2475.03 November 08, cost
2019
195
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Change in the
value of Hedging Hedge Amount reclassified Line item affected in
Instrument Effectiveness from Cash Flow Hedge Statement of Profit
Cash ow Hedge
recognised in Other recognised in Reserve to Profit or and Loss because of
Comprehensive profit and loss Loss the Reclassification
Income
Foreign exchange risk and
27.93 - - NA
Interest rate risk
48.10 Collateral and other Credit Enhancements
Although collateral can be an important mitigation of credit risk, it is the Group’s practice to lend on the basis of the
customer’s ability to meet the obligations out of cash flow resources other than placing primary reliance on collateral and
other credit risk enhancements.
The Group obtains first and exclusive charge on all collateral that it obtains for the loans given. Vehicle Finance and Home
Equity loans are secured by collateral at the time of origination. In case of Vehicle loans, Group values the vehicle either
through proforma invoice (for new vehicles) or using registered valuer for used vehicles. In case of Home equity loans, the
value of the property at the time of origination will be arrived by obtaining two valuation reports from Group’s empanelled
valuer.
Hypothecation endorsement in favour of the Group in the Registration Certificate of the Vehicle/ Tractor / Equipment funded
under the vehicle finance category.
Immovable Property is the collateral for Home Equity loans. Security Interest in favour of the Group is created by Mortgage
through deposit of title deed which is registered wherever required by law.
In respect of Other loans, Home loans follow the same process as Home Equity and pledge is created in favour for the Group
for loan against securities.
The Group does not obtain any other form of credit enhancement other than the above. 99% of the Group’s term loan are
secured by way of tangible Collateral.
Any surplus remaining after settlement of outstanding debt by way of sale of collateral is returned to the customer / borrower.
Note 49 - Analysis of Financial Assets and Financial Liabilities by remaining contractual maturities
196
Corporate Overview Management Reports Financial Statements
197
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
As at March 31, 2018
Total Undiscounted
5,888.49 3,558.09 4,660.98 8,727.49 24,420.39 8,633.55 12,367.53 68,256.52
financial assets
Financial Liabilities
Derivative financial
- 13.11 14.84 - 48.59 - - 76.54
instruments
Payables
(I) Trade Payables
i) Total outstanding dues of
- - - - - - - -
micro and small enterprises
ii) Total outstanding dues of
creditors other than micro 214.03 - - - - - - 214.03
and small enterprises
(II) Other Payables
i) Total outstanding dues of
- - - - - - - -
micro and small enterprises
ii) Total outstanding dues of
creditors other than micro 160.41 29.95 17.97 11.98 - - - 220.31
and small enterprises
(III) Other Insurers
i) Total outstanding dues of
- - - - - - - -
micro and small enterprises
198
Corporate Overview Management Reports Financial Statements
As at April 1, 2017
Upto 1 1 to 3 3 to 6 6 to 12 1 to 3 3 to 5 More than
Particulars Total
month months months months years years 5 years
Financial Assets
Cash and Cash Equivalents 328.53 - - 328.53
Bank balances other than
5.86 75.08 109.14 380.20 386.78 121.03 175.12 1,253.21
Cash and Cash Equivalents
Derivative financial
- - - - - - - -
instruments
Receivables -
i) Trade Receivables 38.71 - - - - - - 38.71
ii) Other Receivables 45.04 - - - - - - 45.04
iii) Insurance Contract Assets 32.10 65.70 71.00 48.07 8.10 101.71 326.68
iv) Reinsurance Assets 34.73 51.79 77.85 112.43 298.85 171.38 266.49 1,013.52
Loans 2,346.47 2,583.06 3,456.71 6,437.76 16,761.08 5,203.12 8,100.09 44,888.29
Investment in Associate &
- - - - - - 7.83 7.83
Joint Venture
Other Investments 2,394.03 217.68 276.51 198.25 812.81 577.11 1,223.18 5,699.57
Other Financial Assets 127.88 12.07 9.72 25.83 62.76 13.26 17.75 269.27
Total Undiscounted
5,353.35 3,005.38 4,000.93 7,202.54 18,330.38 6,085.90 9,892.17 53,870.65
financial assets
199
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
200
Corporate Overview Management Reports Financial Statements
Set out below is a comparison, by class, of the carrying amounts and fair values of the Group ’s financial instruments that
are not carried at fair value in the financial statements. This table does not include the fair values of non financial assets and
non financial liabilities.
March 31, 2019 March 31, 2018 April 1, 2017
Particulars Carrying Carrying Carrying
Fair Value Fair Value Fair Value
Value Value Value
As on March 31, 2019
Financial Assets
Cash and Cash Equivalents 3,281.93 3,281.93 486.33 486.33 328.11 328.11
Bank balances Other than Cash and Cash
663.54 663.54 722.53 722.53 1,087.49 1,087.49
Equivalents
Derivative financial instruments 88.69 88.69 5.99 5.99 - -
Receivables
i) Trade Receivables 41.28 41.28 68.85 68.85 38.71 38.71
ii) Other Receivables 39.08 39.08 55.77 55.77 45.04 45.04
iii) Insurance Contract Assets 444.16 444.16 555.25 555.25 326.69 326.69
iv) Reinsurance Assets 1,378.91 1,378.91 1,542.72 1,542.72 1,013.51 1,013.51
Loans 52,610.77 52,810.00 42,243.96 43,128.73 33,214.39 33,752.36
Investments in associate 35.56 35.56 8.90 8.90 7.83 7.83
Investments 7,516.71 7,146.22 6,201.70 6,005.33 4,570.02 4,488.44
Other Financial Assets 262.79 275.32 175.64 189.04 262.64 269.16
Total Financial Assets 66,363.42 66,204.69 52,067.64 52,769.44 40,894.43 41,357.34
Financial Liabilities
Derivative financial instruments 8.41 8.41 76.55 76.55 101.03 101.03
Payables
i) Trade Payables 231.45 231.45 214.03 214.03 132.46 132.46
ii) Other Payables 223.33 223.33 220.68 220.68 132.81 132.81
iii) Other Insurers 401.63 401.63 595.18 595.18 219.66 219.66
Debt Securities 13,961.82 13,917.49 14,140.54 14,234.64 13,379.42 13,457.81
Borrowings (Other than Debt Securities) 32,126.78 32,105.12 20,169.40 20,276.40 13,744.38 13,701.61
Subordinated Liabilities 4,358.68 4,380.15 3,890.03 3,798.73 2,946.31 3,002.87
Insurance Contract Liabilities 5,317.00 5,317.00 4,569.32 4,569.32 3,398.63 3,398.63
Other Financial Liabilities 290.56 372.05 270.04 276.92 217.24 243.55
Total Financial Liabilities 56,919.66 56,956.63 44,145.77 44,262.45 34,271.94 34,390.43
The Management assessed that cash and cash equivalents, bank balance other than Cash and cash equivalents, receivable,
other financial assets, payables and other financial liabilities approximates their carrying amount largely due to short term
maturities of these instruments
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a
current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions
were used to estimate the fair values of financial assets or liabilities disclosed under level 2 category.
201
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
i) Derivatives are fair valued using market observable rates and publishing prices
ii) The fair value of loans have estimated by discounting expected future cash flows using discount rate equal to the rate
near to the reporting date of the comparable product.
iii) The fair value of debt securities, borrowings other than debt securities and subordinated liabilities have estimated
by discounting expected future cash flows discounting rate near to report date based on comparable rate / market
observable data.
iv) The fair values of quoted equity investments are derived from quoted market prices in active markets.
50.2 - Fair value hierarchy
The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities Quantitative disclosure
fair value measurement hierarchy of assets as at March 31, 2019
202
Corporate Overview Management Reports Financial Statements
203
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Quantitative disclosure fair value measurement hierarchy of liabilities as at April 1, 2017
As at
Particulars
March 31, 2019 March 31, 2018 April 1, 2017
Financial Assets
Cash and Cash Equivalents 3,281.93 486.33 328.11
Bank balances other than Cash and Cash Equivalents 663.54 722.53 1,087.49
Loans 52,610.77 42,243.96 33,214.39
Investments 4,044.91 4,025.10 2,236.84
Other Financial Assets 262.79 175.64 262.64
Financial Liabilities
Debt Securities 13,961.82 14,140.54 13,379.42
Borrowings(Other than Debt Securities) 32,126.78 20,169.40 13,744.38
Subordinated Liabilities 4,358.68 3,890.03 2,946.31
Other Financial liabilities 290.56 270.04 217.24
50.4 Refer Note 15 for sensitivity analysis for investment property, whose fair value is disclosed under the level 3
category.
These financial statements, for the year ended March 31, 2019, are the first financial statements the Group has
prepared in accordance with Ind AS. For periods up to and including the year ended March 31, 2018, the Group
prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies
Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP or Previous GAAP).
Accordingly, the Group has prepared financial statements which comply with Ind AS applicable for periods ending on March
31, 2019, together with the comparative period data as at and for the year ended March 31, 2018, as described in the
summary of significant accounting policies. In preparing these financial statements, the Group’s opening balance sheet was
prepared as at April 1, 2017, the Group’s date of transition to Ind AS. This note explains the principal adjustments made by
the Group in restating its Indian GAAP financial statements, including the balance sheet as at April 1, 2017 and the financial
statements as at and for the year ended March 31, 2018.
204
Corporate Overview Management Reports Financial Statements
Exemptions applied
Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under
Ind AS. The Group has applied the following exemptions/ exceptions:
Mandatory exemptions
The Group has classified the financial assets in accordance with Ind AS 109 on the basis of facts and circumstances
that exist at the date of transition to Ind AS.
The Group has applied the exception related impairment of financial assets given in Ind AS 101. It has used reasonable
and supportable information that is available without undue cost or effort to determine the credit risk at the date that
financial assets were initially recognized and compared that to the credit risk as at April 1, 2017.
The Group has determined the classification of debt instruments in terms of whether they meet the Amortised cost/
FVTOCI/FVTPL criteria based on the facts and circumstances that existed as of the transition date.
iv) Deemed cost for property, plant and equipment, intangible assets and Investment Property
The Group has elected to continue with the carrying value of all of its plant and equipment, capital work-in-
progress,intangible assets and Investment Property also recognised as of April 1, 2017 (transition date) measured as
per the previous GAAP and use that carrying value as its deemed cost as of the transition date.
The Group has applied Appendix C of Ind AS 17 whether an arrangement existing at the transition date contains a lease
on the basis of facts and circumstances existing at that date.
The Group has classified the financial assets in accordance with Ind AS 109 on the basis of facts and circumstances
that exist at the date of transition to Ind AS.
Ind AS 102 Share based Payment has not been applied to equity instruments in share-based payment transactions that
vested before April 1, 2017.
The Group has applied the derecognition requirements in Ind AS 109 retrospectively for securitisation and assignment
transactions as the information needed to apply Ind AS 109 to these financial assets derecognised as a result of past
transactions was obtained at the time of initially accounting for those transactions in the respective years.
In accordance with Ind AS transitional provisions, the Group has elected to apply Ind AS relating to business
combinations prospectively from April 1, 2017. As such, previous GAAP balances relating to business combinations
entered into before that date, have been carried forward without adjustment.
The estimates are consistent with those made in accordance with Indian GAAP (after adjustments to reflect any
differences in accounting policies) apart from FVTOCI - equity shares and Impairment of financial assets based on
expected Credit loss model where application of Indian GAAP did not require estimation.
205
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
206
Corporate Overview Management Reports Financial Statements
207
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
First time adoption Ind AS reconciliations
B. Reconciliation of total comprehensive income for the year ended March 31, 2018
Amount as Effects of
Amount as
Particulars Foot Note per previous transition to
per Ind AS
GAAP Ind AS
Revenue from Operations
- Interest Income 1,13 427.10 5,225.34 5,652.44
- Dividend Income 1 9.64 (7.23) 2.41
- Net gain on derecognition of financial instruments
4 - - -
under amortised cost category
- Premium Income 12 2,823.85 (0.71) 2,823.14
- Fee & Commission income 13 293.09 293.09
- Net gain on Fair value change on financial instruments 3, 6 56.20 (52.95) 3.25
- Service Income 10,13 27.98 106.97 134.95
IV Expenses
- Finance costs 1,2,6,13 8.61 2,646.27 2,654.88
- Insurance claims 2,048.35 - 2,048.35
- Impairment of Financial Instruments 1,2,11 - 308.72 308.72
- Employee benefits expense 5, 9 130.45 537.56 668.01
- Depreciation and amortisation expense 1 19.75 50.62 70.37
- Other expenses 13 786.66 678.37 1,465.03
Total expenses (IV) 2,993.82 4,221.54 7,215.36
Profit before tax (III-IV) 352.00 1,342.54 1,694.54
Tax expense
- Current tax
- Pertaining to profit for the current period 1 114.04 536.37 650.41
- Adjustment of tax relating to earlier periods 1 - (0.66) (0.66)
- Deferred tax 1, 7 (7.40) (73.62) (81.02)
Net tax expense 106.64 462.09 568.73
Profit for the period 245.36 880.45 1,125.81
Share of Profit attributable to non controlling interest (97.04) 98.11 1.07
Other Comprehensive Income/(loss) 8, 9
Other comprehensive income not to be reclassified to profit
or loss in subsequent periods:
Re-measurement gains and (losses) on defined benefit
- (2.40) (2.40)
obligations (net)
Tax on above adjustments - 0.85 0.85
Fair value of investment - Gain/(Loss) - 0.51 0.51
Tax on above adjustments - 0.14 0.14
Other comprehensive income to be reclassified to profit or
- - -
loss in subsequent periods:
Cashflow Hedge Reserve Gain/(Loss) - 11.00 11.00
Tax on above adjustments - (3.84) (3.84)
Total Comprehensive Income 148.32 984.82 1,133.14
208
Corporate Overview Management Reports Financial Statements
As at As at
Particulars Note below
March 31, 2018 April 1, 2017
Equity as Reported under IGAAP 3,314.52 2,744.92
Changes to Fair Value of Investments through OCI 1.95 12.44
Gain on Fair valuation of Investments through OCI 1.82 -
Expected credit loss and related adjustments 37.30 58.78
Adoption of Effective Interest Rate (EIR) - financial assets & liabilities at
(80.60) (161.42)
amortised cost
Adjustments on account of De-recognition of financial assets 18.98 97.35
Impact of applicatinon of Ind AS 115 on revenue from customer
(13.16) -
contracts
Others 2.27 -
Tax adjustments on above items 7.76 0.90
Equity as per IND AS 3,290.84 2,752.97
D. Effects of IND AS adoption on Cash Flows for year ended March 31, 2018
Effects of
Amount as per Amount as
Particulars transition to
previous GAAP per Ind AS
Ind AS
Net cash generated from/(used in) operating activities 1,084.76 (7,386.94) (6,302.18)
Net cash generated from/(used in) investing activities (1,100.98) (724.22) (1825.20)
Net cash generated from/(used in) financing activities 72.57 8,214.72 8,287.29
Net increase/(decrease) in cash and cash equivalents 56.35 103.56 159.91
Cash and cash equivalents at start of year 55.22 261.30 316.52
Cash and cash equivalents at close of year 111.57 364.86 476.43
Notes:
1. Unconsolidated Subsidiaries
As of April 1, 2017 the group holds 46.22% equity interest in Cholamandalam Investment and Finance Company
Limited (CIFCL). Under Indian GAAP, the Group has treated CIFCL as its associate and thereby applied equity method of
accounting. Under Ind AS, the Group has treated CIFCL as its subsidiary and thereby applied line by line consolidation.
The value of investment recognised under Indian GAAP was ` 1,999.32 Crores as of April 1, 2017 and ` 2,038.40
Crores as on March 31, 2018 which has now reduced the value of investment in associate under Ind AS. Consolidation
of CIFCL has resulted in change in the consolidated balance sheet, consolidated statement of profit and loss and
consolidated cash flow statement.
2. Loans
i) Under Indian GAAP, the Group has created provision for loans based on guidelines on prudential norms issued by
RBI. Under Ind AS, impairment allowance has been determined based on Expected Credit Loss Model (ECL). The
differential impact has been adjusted in Retained earnings / Profit and loss during the period.
ii) Under Indian GAAP, NPA provision along with Standard asset provision has been disclosed under Provisions.
Under Ind AS the ECL provision has been shown net of loan balance.
iii) Under Indian GAAP, transaction cost incurred in connection with loans are amortised upfront and charged to profit
and loss for the period. Under Ind AS, transaction cost are included in the initial recognition amount of financial
asset measured at amortised cost and charged to profit and loss using effective interest method.
209
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
iv) The Group has securitised certain assets and under Indian GAAP, it has derecognised those assets in the books,
upon satisfaction of the “true sale” criteria laid down by the RBI. However, as per Ind AS, the Group has not
transferred substantially all the risks and rewards, the asset has been re-recognised on a basis that reflects the
rights and obligations that the Group has retained (related liabilities has been recognised in Borrowings other than
debt securities & related Interest income and expense has been recognised).
v) Under Indian GAAP, Income from Securitisation transaction recognised as Excess Interest Spread where was
under Ind AS, Group has recognised the interest on the loans which has been re-recognised as Interest income
using Effective Interest rate. Interest on proceeds received from securitisation recognised as Finance cost.
vi) Under Indian GAAP, Group has reversed the interest on NPA accounts based on guidelines on prudential norms
issued by RBI. Ind AS, Interest income for Stage 3 receivables are recognised on the amortised cost of such
receivables (Gross carrying value less impairment provision) and the same is also tested for impairment.
3. Valuation of Investments
Under Indian GAAP, all Investments are carried at cost except Equities/Mutual Funds which is valued at Fair value and
resultant changes due to fair value are taken to “Fair value change Account” with respect to Insurance business and
investment by other companies in the group are carried at Historical cost subject to permanent diminution. Under IND
AS, the investments are classified as follows:
i. Amortised Cost Those investments (Debt instruments) which are intended to collect the contractual cash flows
as per terms of the instrument.
ii. Fair Value through OCI (FVTOCI) – Those investments (Debt instruments) which are intended to collect contractual
cash flows as per terms and also sell such instruments when favourable to the Company.
iii. Fair Value through P&L (FVTPL) The investments in equities/mutual funds are classified as Fair value through Profit
and Loss. The investments in debt securities which are held for sale is classified as fair value through Profit and Loss
In accordance with IND AS, the instruments classified under FVTOCI and FCTPL are fair valued at the end of
accounting period and resultant fair value gain/losses are taken to Other Comprehensive Income (OCI) and Profit
and Loss Account accordingly.”
Under Ind AS, with respect to assignment deals, Group has recognised an interest only strip receivable as at March
31, 2018 and As on April 01, 2017, with corresponding credit to retained earning/ profit and loss for the year, which has
been computed by discounting excess interest spread (EIS) to present value. Necessary adjustments to credit risk has
also been made.
5. Share-based payments
Under Indian GAAP, the Group recognised only the intrinsic value for the share based payment plans as an expense.
Ind AS required the fair value of the share options to be determined using an appropriate pricing model recognised over
the vesting period. An additional expense has been recognised in profit and loss for the period ended March 31, 2018.
Share options which were granted before and still not vested as at April 01, 2017, have been recognised as a separate
component of equity in Share based payment reserve against retained earnings as at April 01, 2017.
i) Under Indian GAAP, transaction costs incurred in connection with borrowings are amortised over the period and
charged to profit and loss for the period. Under Ind AS, transaction costs are included in the initial recognition
amount of financial liability and charged to profit and loss using the effective interest method.
210
Corporate Overview Management Reports Financial Statements
iii) Under Indian GAAP, Investment in pass-through certificates (‘PTCs’) made by the Group pursuant to the
securitisation transactions entered have been included in the carrying amount of investments. Under Ind AS such
PTC investments have been netted off against the securitisation borrowings.
7. Deferred tax
Indian GAAP requires deferred tax accounting using the statement of profit and loss approach, which focuses on
differences between taxable profits and accounting profits for the period. Ind AS 12 requires entities to account for
deferred taxes using the balance sheet approach, which focuses on temporary differences between the carrying
amount of an asset or liability in the balance sheet and its tax base. The application of Ind AS 12 approach has resulted
in recognition of deferred tax on new temporary differences which was not required under Indian GAAP. In addition, the
various transitional adjustments lead to temporary differences. According to the accounting policies, the Group has to
account for such differences. Deferred tax adjustments are recognised in correlation to the underlying transaction either
in retained earnings or a separate component of equity.
Under Indian GAAP, the Group has not presented other comprehensive income (OCI) separately. Hence, it has reconciled
Indian GAAP profit or loss to profit or profit or loss as per Ind AS. Further, Indian GAAP profit or loss is reconciled to total
comprehensive income as per Ind AS.
Both under Indian GAAP and Ind AS, the Group recognised costs related to its post-employment defined benefit plan
on an actuarial basis. Under Indian GAAP, the entire cost, including actuarial gains and losses, are charged to profit or
loss. Under Ind AS, re-measurements are recognised immediately in the balance sheet with a corresponding debit or
credit to retained earnings through OCI.
Under Indian GAAP, Group has recognised certain service income on upfront basis, Under Ind AS the same is required
to be amortised over the period based on satisfaction of performance obligations.
Under Indian GAAP, Group is not required to create provision for ECL against undrawn commitments, however under
Ind AS, impairment allowance on undrawn commitment has been determined based on Expected Credit Loss Model
(ECL) and shown under Provisions. The differential impact has been adjusted in Retained earnings / Profit and loss
during the period.
Under Indian GAAP, the Reinsurance assets were netted off against the Claims Outstanding/UPR (i.e. Insurance Contract
Liabilities) and the net earned premium is considered after adjusting for RI cession component. However, under Ind AS
104, the same is required to be grossed up and presented in the financial statements.
13. Figures under previous GAAP have been regrouped/ reclassified for Ind AS purpose wherever applicable.
211
Notes to Consolidated Financial Statements
(All amounts are in crores of Indian Rupees, unless otherwise stated)
Note 52 - Additional information as required by Paragraph 2 of the General Instructions for Preparation of Consolidated
Financial Statements to Schedule III to the Companies Act, 2013 as at and for the year ended March 31, 2018 and
March 31, 2019.
212
Corporate Overview Management Reports Financial Statements
There have been no events after the reporting date that require disclosure in the financial statements
213
Notes
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Corporate Overview Management Reports Financial Statements
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216
CAUTIONARY STATEMENT:
Certain expectations and projections regarding the future performance of the Company referenced in the Annual Report constitute forward-looking statements.
These expectations and projections are based on currently available competitive, financial and economic data, along with the Company's operating plans and are
subject to certain future events and uncertainties, which could cause actual results to differ materially from those indicated by such statements.
Cholamandalam Financial Holdings Limited
CIN: L65100TN1949PLC002905
'Dare House', No. 234, NSC Bose Road, Chennai 600 001, India
Phone: 044-42177770-5; Fax: 044-42110404
E-mail : investorservices@cfhl.murugappa.com
Website: www.cholafhl.com
CHOLAMANDALAM FINANCIAL HOLDINGS LIMITED
(formerly, TI Financial Holdings Limited)
Registered Office: “Dare House”, No. 234, N S C Bose Road, Chennai - 600 001 Phone: 044-42177770-5 Fax: 044-42110404
CIN: L65100TN1949PLC002905 E-mail ID: investorservices@cfhl.murugappa.com Website: www.cholafhl.com
PLEASE COMPLETE THIS ATTENDANCE SLIP AND HAND IT OVER AT THE ENTRANCE OF THE HALL. ONLY MEMBERS OR THEIR PROXIES CAN ATTEND THE MEETING.
Attendance Slip
06/2018 Hitech Print Systems Limited ☎ (044) 28190963
I / we hereby record my / our presence at the 70th ANNUAL GENERAL MEETING held at 3.00 P.M. on Thursday, 1st August, 2019 at T T K Auditorium, The Music Academy, No.168 (Old
No.306), T T K Road, Chennai - 600 014.
l/We, being the member(s) holding.............................................................................shares of the above named company, hereby appoint:
(1) Name: ................................................................................... Address: ..................................................................................................................................................................................................................
Email ID: ......................................................................................................................................................... Signature: .............................................................................................................. or failing him/her;
(2) Name: ................................................................................... Address: ..................................................................................................................................................................................................................
Email ID: ......................................................................................................................................................... Signature: .............................................................................................................. or failing him/her;
(3) Name: ................................................................................... Address: ..................................................................................................................................................................................................................
06/2018 Hitech Print Systems Limited ☎ (044) 28190963