DEFINED BY THE - ELEMENTS Fast-growing - Axis Finance
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AXIS FINANCE Annual Report 2017-18 DE F I N E D BY T H E Fast-growing Inclusive Value-driven Efficient E L E ME N TS
CONTENTS 01-19 CORPORATE OVERVIEW 02 Axis Finance at a Glance 04 Five years of Robust Execution 06 Encouraging Milestone 07 Achievements in FY 2017-18 REVISITING 08 10 Chairman’s Message Conversation with MD & CEO 2017-18 12 Product Offerings 14 Strategies to Shape our Future 15 Nurturing Talent 16 Board of Directors 46-88 18 Leadership Team 19 Corporate Information Total Assets under Management FINANCIAL STATEMENTS 50 Independent Auditor’s Report L6,624 CRORE 56 Balance Sheet 20-48 51% growth (y-o-y) 57 Statement of Profit and Loss 58 Cash Flow Statement 60 Notes STATUTORY REPORTS Net Interest Margin 20 Director’s Report Profit after Tax 42 Management Discussion 4.8% and Analysis L209 CRORE 27% growth (y-o-y) Present in 13 LOCATIONS Explore online: www.axisfinance.co.in Vis-à-vis 7 in the previous year
DEFINED BY THE FIVE ELEMENTS Axis Finance Ltd. (AFL) has completed the first five years under the Axis group in 2017-18 and now features among the top five players in the Loan against Securities (LAS) and Event Based Funding (EBF) businesses. Over the preceding five years, we have earned the trust of our customers and continue to improve customer experiences by providing them innovative financial solutions. We have imbibed the following principles in our operations and we continue to deliver stakeholder value by being: FAST-GROWING INCLUSIVE VALUE-DRIVEN EFFICIENT We are among India’s fastest growing We focus on lending to niche segments We adopt ethical practices and function Despite our high-growth performance, Non-Banking Financial Companies such as LAS, EBF and Employee Stock in a manner that creates value for all we have maintained a rationalised cost (NBFCs) and have grown our core loan Options (ESOPs) financing, besides our stakeholders. structure, reflected in our best-in-class book at a compounded annual growth structured and mezzanine finance. We return ratios, high margins and zero rate (CAGR) of 55% or nearly six times aim to foray into relatively unbanked delinquencies. over the past five years. segments such as micro Loan against Property (LAP) in future.
Annual Report 2017 -18 AXIS FINANCE AXIS FINANCE AT A GLANCE Part of the renowned Axis Bank group, After laying a robust foundation, Our financial solutions cater to the unique needs Axis Finance Ltd. (AFL) is an NBFC your Company is aspiring higher that extends lending solutions to and we now aim to further diversify of our corporate as well as retail customers. wholesale and retail segments via our loan book in select areas. These include Sponsor financing, Special a niche suite of products. We have identified a few relatively Situations Funding, Structured and Mezzanine In a short five-year span, we have unbanked segments and are geared Financing, Real Estate Financing for Corporates, established ourselves as a strong, up to venture in these segments in both efficient and unique NBFC with our the retail and corporate verticals. We Loan against Shares, Loan against Mutual differentiated bouquet of offerings. are also expanding our footprint into Fund (MFs) and Bonds, Employee Stock Option unexplored geographies and with tour We have demonstrated a strong parent Company's continued support Financing, LAP and Initial Public Offering (IPO) execution track record with a and guidance, we are well on our Financing for Retail Borrowers. commendable financial scorecard way towards becoming one of India’s over these years. leading NBFCs. VISION VALUES To be the preferred financial solutions AFL is governed by its core values, which have provider, excelling in customer delivery shaped its organisational culture: through insight, empowered employees and smart use of technology. Integrity Customer- Transparency Empowerment Positive Growth centricity Adopting integrity and High standards Empowering our Growing profitably honesty, while dealing Imbibing customer- of disclosures and employees to take and responsibly with all stakeholders – centricity at openness with lead and make customers, employees, all stages our all stakeholders decisions, thereby governments, suppliers customer’s journey creating high- and the society at large performance teams 2
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS CREDIT RATING We are amongst the highest rated NBFCs in the industry and also figure amongst the industry’s lowest cost fund raiser. Long Short Term Term CRISIL AAA A1+ India AAA A1+ Ratings Delhi Jaipur Ahmedabad FOOTPRINT We are present in 13 cities and our offices are functioning as loan Kolkata origination centres, with centralised Baroda loan processing at Mumbai. Bhubhaneshwar Mumbai Visakhapatnam Pune Hyderabad Chennai Cochin Bangalore 3
Annual Report 2017 -18 AXIS FINANCE FIVE YEARS OF ROBUST EXECUTION Our robust financial scorecard is an outcome of our customer-centric approach and an inspiring culture of integrity and value across our operations. LOAN BOOK CORE RETAIL LOAN BOOK CORE WHOLESALE LOAN BOOK (I in Crores) (I in Crores) (I in Crores) 17-18 6,624 17-18 1,224 17-18 5,400 16-17 4,392 16-17 748 16-17 3,644 15-16 3,322 15-16 477 15-16 2,845 14-15 2,246 14-15 279 14-15 1,967 13-14 1,155 13-14 65 13-14 1,090 5-year CAGR 55% 5-year CAGR 108% 5-year CAGR 49% NET INTEREST INCOME TOTAL INCOME NET PROFIT (I in Crores) (I in Crores) (I in Crores) 17-18 250 17-18 722 17-18 209 16-17 176 16-17 575 16-17 165 15-16 144 15-16 373 15-16 111 14-15 91 14-15 224 14-15 78 13-14 36 13-14 76 13-14 33 5-year CAGR 61% 5-year CAGR 76% 5-year CAGR 59% 4
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS NET WORTH NET INTEREST MARGIN (I in Crores) (%) 17-18 1,065 17-18 4.8 16-17 876 16-17 5.57 15-16 725 15-16 5.73 14-15 590 14-15 6.83 13-14 412 13-14 5.57 5-year CAGR 27% RETURN ON EQUITY (ROE) RETURN ON ASSETS (ROA) (%) (%) 17-18 21.80 17-18 3.7 16-17 18.90 16-17 4.14 15-16 16.40 15-16 4.04 14-15 16.30 14-15 3.33 13-14 8.93 13-14 3.24 5
Annual Report 2017 -18 AXIS FINANCE ENCOURAGING MILESTONES SETTING BENCHMARKS Lowest OUR GROWTH GROWING PROMINENCE Cost-to-income ratio in the Robust performance industry at 7.61% Among the top 5 Total income CAGR growth - 76% Employee productivity Players in LAS and EBF Net interest income CAGR growth - 61% Finance business One of the best in the industry Net profit CAGR growth - 59% ENHANCING EFFICIENCY INSTILLING PRUDENT PRACTICES Zero Robust Bad loans since inception Risk-mitigation guardrails Best-in-class Real-time Return ratios ROE at 21.8% Risk monitoring in the loan ROA at 3.7% against shares portfolio 6
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS ACHIEVEMENTS IN FY 2017-18 GROWTH PERFORMANCE K RISING SHARE OF RETAIL LOANS otal Assets under T et Interest N ee F Management Income Income Loan Mix 17% 27% L6,624 CRORE L250 CRORE L72 CRORE Retail 51% y-o-y growth 43% y-o-y growth 89% y-o-y growth 2016-17 2017-18 Wholesale PROFITABILITY PERFORMANCE 83% 73% Profit after Tax Net Interest Margin L209 CRORE 4.8% 27% y-o-y growth ROBUST OPERATIONAL AND FINANCIAL RATIOS apital Adequacy C ross G ROE Ratio Non-performing Assets Ratio 23.8% Maintained at zero level 21.8% Above the 15% regulatory requirements 7
Annual Report 2017 -18 AXIS FINANCE MESSAGE FROM THE CHAIRMAN Dear Shareholders, Our economy demonstrated significant FY 2017-18 saw the Indian economy resilience to the teething grow at 6.7%. It demonstrated significant resilience to the teething issues caused by the issues caused by the implementation implementation of reforms of reforms such as demonetisation and the Goods and Services Tax such as demonetisation (GST). These two reforms, coupled and the Goods and with the rising adoption of digitisation, could be instrumental in expediting Services Tax (GST). the process of formalisation of our NBFCs now play a material role in economy. Further, a stable monetary driving credit growth in the economy, policy and continued emphasis on particularly in the relatively under- reforms supported India’s economic banked mass segments. Most NBFCs growth in the year. During the year, have established themselves in select we also witnessed an upgrade in our niche areas, thereby encouraging sovereign rating and higher ranking in broad-based growth across different the charts in ease of doing business. borrower categories and products. These developments should bolster Improving growth outlook, buoyant foreign investments in the Indian primary and secondary markets and economy over the medium term and increasing consumer demand will aid provide the much needed growth the prospects of your Company. capital. As per the Reserve Bank of India (RBI) estimates, the Indian Reminiscing about the initial 5 years economy is set to grow by 7.4% in fills our hearts with a sense of pride FY 2018-19 owing to the gradual and accomplishment. Your Company, easing-out of the after aftereffects of with its niche positioning, has put up an the GST implementation. However, outstanding performance in this period higher oil prices and consequently, and has reached a significant size and a weakening rupee have made the scale. We have also delivered on the current liquidity conditions tight profitability parameters such as margins and the macro economic scenario, and Return on Equity (RoE) ratios particularly the external sector, and our asset quality is unblemished. weaker. We believe this would V. Srinivasan stabilise and the growth environment Having carved a niche in the Loan Chairman against Securities (LAS), real estate and for FY 19 should stay buoyant. corporate finance segments over these 8
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS years, we have differentiated ourselves app to source ESOP funding proposals of AFL who dedicate their best to the by offering solutions that contribute to and have also invested in upgrading organisation–empowering it to broaden customer value creation at all stages of our Loan Management System its horizons. Special thanks to everyone the customer’s journey. (LMS) and Loan Origination System in the Axis Bank group who made this (LOS) applications to increase the journey enriching and successful. Your Company, with its overall turnaround time in processing proposals. Your Company will soon I count on your unstinting support as we niche positioning, has be having a digital offering of loan aspire to achieve profitable growth and put up an outstanding against shares for clients having demat maximise value for all our stakeholders accounts with Axis Bank. in a sustainable manner. performance in the initial 5 years and has reached a Over the next 5 years, we expect Best Regards, our existing businesses to grow at significant size and scale. a compounded annual growth rate in excess of 20%. We would ensure Looking ahead, it is our endeavour to that we maintain our track record of further build and enhance our existing impeccable asset quality and attractive V. Srinivasan businesses. We are well positioned to Chairman shareholder returns in the ensuing explore and further diversify our loan years too. Our goal would be to be a book to cater to the financial needs of material player in each of the areas we borrowers in the low-cost housing, micro seek to play in and be the benchmark LAP collateralised loans and consumer for others in that space. This journey of durables finance segments. We would sustained growth and profitability will be putting in place the necessary help us make material contributions to building blocks to build a robust and the Axis Bank group and also make us scalable business in these areas in the one of the most valued NBFCs in the coming year. marketplace. In today’s fast-evolving world, digital initiatives enable companies to acquire, Our goal would be to be a service and retain customers. Besides driving cost efficiencies across our material player in each of operations, digitisation plays a crucial the areas we seek to play role in elevating customer experience Over the next 5 years, we expect at every step that they engage with in and be the benchmark our existing businesses to grow us. In this scenario, your Company for others in that space. will continue to invest in IT initiatives to at a compounded annual growth ensure superior customer experience. Before closing, I want to extend my We have deployed an Android/iOS heartfelt gratitude to all the stakeholders rate in excess of 20% 9
Annual Report 2017 -18 AXIS FINANCE CONVERSATION WITH MD & CEO As we complete 5 years under the Axis umbrella, Mr. Bipin Saraf shares his insights on the Company’s journey so far and the road ahead. Looking back at the What will be the Please tell us about FY18 witnessed the preceding 5 years, what Company’s focus areas, your initiatives on implementation of are the key learnings and going forward? the digital front? landmark reforms such as achievements you want to the Goods and Services There are a couple of priority areas India is rapidly moving towards a emphasise upon? for us in the next few years. First is to digital-first economy and we are Tax (GST) and Real diversify our loan book by foraying into strengthening our digital ecosystem to Estate Regulation (and We have laid a strong foundation for niche segments that offer high-growth enhance customer experience at every our business in the past 5 years and potential. These include mass market step that they engage with us. Development) Act (RERA), have established ourselves as a fast- products, where banks don’t have a growing diversified NBFC with industry- significant presence, such as micro LAP, We are in the process of building among others. How did leading asset quality and presence in micro housing finance, lower-income automated systems and processes with these measures improve niche segments. The outcome of these retail borrowers and consumer durable minimal human intervention. We are efforts is reflected in our robust financial loans. We will also strengthen our steadily increasing our investments to the overall business performance. presence in collateralised loans to the strengthen our technology infrastructure environment? High Net Worth Individual (HNI) retail and deepen and widen our digital segment. outreach. The implementation of the GST will benefit our country in the longer run, Second, we want to expand our as it will accelerate the pace of the "Our focus on agile geographic presence further into the tier formalisation of our economy. This, learning and the fact 2 and tier 3 cities. Besides helping us "Our aim is to in turn, will aid the financial services achieve a higher scale, these initiatives industry. There is no GST on real that we kept fine- will help us touch each segment of the emerge as a more estate projects that have received the tuning our processes market, right from corporates to HNIs to diversified NBFC in occupancy certificate. borrowers in the mass market. Overall, enabled us to deliver our aim is to become a much more the next few years." Besides, RERA implementation has on our stakeholder diversified NBFC in the next few years. helped boost home buyers’ confidence in builders, which, in turn, will drive commitments." home demand. 10
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS New businesses are likely to account To remain Fast-growing, The combined impact of zero GST on completed homes and RERA for one-fifth of our corporate pie, Inclusive, Value-driven implementation will help improve going forward. On the retail side, we the real estate sector. Most of our will continue to innovate and launch and Efficient for the next 5 lending in the real estate segment new products and at the same time years and beyond. is for projects that are nearing focus on our service excellence. completion or have received the We will also have to put the occupancy certificate. necessary infrastructure in place. On the profitability front, our cost-to- income ratio is one of the lowest in the industry. This will help us sustain our net interest margin between "We are focusing on lending to 4.75% and 5% home buyers in the At a time when the financial sector affordable housing is grappling with stressed assets, space, which is our zero delinquencies have led to virtually no credit costs so far and growing at a hane aided our overall profitability. healthy pace." Take us through the future roadmap of Axis Finance. We are confident of sustaining our pace of growth in the current financial year, as we did in FY 2017-18 and we will continue to receive strong support from our parent. On the corporate side, our focus is three-pronged: To deepen the existing relationships To keep a firm eye on them to maintain zero delinquencies To scout for new businesses Mr. Bipin Saraf Managing Director and Chief Executive Officer 11
Annual Report 2017 -18 AXIS FINANCE PRODUCT OFFERINGS AFL’s offerings are broadly classified in the Wholesale Loan Products and Retail Loan Products categories. WHOLESALE LENDING SOLUTIONS Sponsor Financing tructured and Mezzanine S Financing We offer financing solutions catering to the various requirements of Our product suite comprises secured promoters of both large and mid– debt, discount or zero coupon bonds sized Indian companies. By offering with various interest and ownership loans against shares – both listed options in this segment. Given their and unlisted, our solutions span from complex nature, such products simple to complex structures and typically are priced at higher yields. from short- to long-term tenures. Special Situation Funding Real Estate Financing We enjoy a prominent positioning in Our financing solutions to the real special situation funding. We provide estate sector are highly differentiated funding solutions for a host of purposes, than most of our peers. We provide including acquisition financing, creeping critical lending to fund the early stage acquisitions, family settlements, bridge or last mile of a real estate project. financing and Private Equity (PE) Our offerings in this segment are buyouts. Our underwriting practice customised to suit the stock liquidation provides flexibility of asset and/or estimates of developers. Currently, we cashflow-backed transactions structured offer these products in tier I and tier II as short- to medium-term loan products. cities across India. 12
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS RETAIL LENDING SOLUTIONS Loan Against Shares ESOP Financing IPO Financing We provide loan against shares to By availing this facility, employees can We enable our customers to subscribe retail borrowers for 12-36 months and unlock the value of their Employee Stock for IPOs by paying just the margin leverage the operational synergies from Options or ESOPs by subscribing to amount upfront, with the balance our group companies in the Broking, them. Under the vanilla ESOP funding application amount being financed Banking and Advisory domains. option, AFL offers a loan product, by us. Our IPO Financing facility Adopting prudent risk-management wherein the ESOP exercise price is offers clients an opportunity to invest practices, we have capped the loan- funded against the prescribed margins, their funds in the primary markets to-value ratio in this segment at 50%. which are collected upfront. and increase their allotment quantum Depending on the scrip category, manifold. we enable our clients to take advantage of investment opportunities. Loan Against MFs and Bonds Loan against Property In this segment, our customers get These products offer our customers the dual benefit of availing a loan higher liquidity without selling their against MFs and bonds, even as they property. We offer funding against continue to earn returns on them without residential and commercial properties liquidating them. The ticket size of our for up to 60 months’ tenure. These loans loans in this segment start from I25 are typically priced at higher yields Lakhs with loan to value of up to 50% and are offered in the ticket sizes of for equity MFs 70-95% for debt MFs I1 Crore to I100 Crore. and 80-90% for tax-free bonds. 13
Annual Report 2017 -18 AXIS FINANCE STRATEGIES TO SHAPE OUR FUTURE We will continue to implement the following strategies to foster robust relationships with our clients and be a preferred financial solutions provider. DEEPEN THE EXISTING DIVERSIFY OUR OFFERINGS DDRESS FUTURE CHALLENGES A CLIENT BASE OF SCALABILITY and STABLE BOOK We are planning to foray into new It is our endeavour to further strengthen segments and offer loans in the mass Our loan book has witnessed a high churn our relationship with the existing clients market segments of micro V micro- in the past five years with an average by offering them solutions to meet their housing finance and collateralised loans churning rate of 75%. We are planning current and future funding requirements. to HNIs individuals. Higher granularity to reduce this rate by providing a vast Our bid to drive customer centricity at of our loan book will enable us to bouquet of products that meet the every stage of our client engagement sustain our growth momentum. requirements of our customers and drive will enable us to retain the existing scalability in our overall loan book. business and generate new business from our existing customers. STRENGTHEN THE RISK- MANAGEMENT FRAMEWORK STEP UP INVESTMENTS IN INCREASE THE OVERALL IT SYSTEMS ASSETS YIELD AFL has always focused on achieving a fine balance between its high growth and We are investing in building future-ready We are looking to improve our overall business risks. This is reflected in our asset IT systems and processes to facilitate our yield in two ways. One, by foraying quality and high operational efficiencies. entry into the emerging retail segments. into high growth potential, high margin Our endeavour is to maintain this balance The adoption of best-in-class IT systems loan segments and two, by churning. by introducing an internal rating tool for will play a critical role in improving our wholesale products, building robust customer experience and in driving compliance and monitoring systems for our customer loyalty towards our Company. retail products and sharpening focus on managing operational and market risks. 14
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS NURTURING TALENT At AFL, Employee Engagement is at the core of our HR philosophy, we engage with our employees continuously by conducting various training & development programmes, town hall meetings, outdoor workshops, etc. besides events to celebrate key festivals at the office which enables us to foster team spirit and make AFL a better place to work. 15
Annual Report 2017 -18 AXIS FINANCE BOARD OF DIRECTORS 1 Mr. V. Srinivasan organisation for primary dealers. He Chairman joined Axis Bank as Executive Director - Corporate Banking in 2009 and was With nearly 3 decades of experience promoted to Director on the Board of in the banking and financial Axis Bank in October 2012. Currently, services industry, Mr. Srinivasan has he is Deputy Managing Director of spearheaded the growth of AFL and Axis Bank. He is a qualified engineer has provided able guidance to the AFL from the College of Engineering, Anna team. In 1990, he began his career in University, Chennai, with a PGDBM 1 4 the financial services industry with the from the Indian Institute of Management, Merchant Banking Division of ICICI Calcutta in 1990. Ltd. He was a part of the start-up team of ICICI Securities and Finance Co. Ltd. (I-Sec), the joint venture between ICICI and J.P. Morgan, and headed the 2 Mr. Bipin Saraf Managing Director & Chief Fixed Income business there. in 1999, Executive Officer he began working with J.P. Morgan, India, and in his last assignment, he Mr. Saraf has more than 2 decades was Managing Director and Head of of experience in the banking and 2 5 Markets. financial services sector. Before He was the CEO of J.P. Morgan Chase joining Axis Bank Limited, he was with Bank, Mumbai branch, as well as IFCI Limited from 1995 to 2003. He Chairman, J.P. Morgan Securities (I) commenced his career with IFCI Limited Pvt. Ltd. when he left the company. He and was responsible for handling has served on various committees of the portfolio of large and medium the Reserve Bank of India (RBI) such as corporates belonging to various sectors, the Technical Advisory Committee of including Steel, Power, Textiles and the RBI, Committee of Repos, Separate Petrochemicals, among others. He Trading of Registered Interest and joined the Capital Markets Department 3 6 Principal of Securities (STRIPS) and of Axis Bank Limited in 2003. He was others. in-charge of the Corporate & Financial Advisory Portfolio in the Eastern Zone. He has also served as Chairman of He had the primary responsibility Fixed Income Money Market and of undertaking project advisory and Derivatives Association of India appraisal assignments, corporate (FIMMDA), the key self-regulatory restructuring and syndication of funds body for bond and money markets for various corporate clients. and Primary Dealers’ Association After that, he was responsible for the of India (PDAI), the self-regulatory Structured Products business under 7 16
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS the Capital Markets Department of 4 Mr. Jairam Sridharan Ltd. She has also been instrumental Institute of Management, Ahmedabad. Axis Bank Limited. During his previous Non-executive Director in setting up a dedicated centre for He is a graduate in Agriculture from stint with Axis Bank, he was Head of financial analysis of companies rated AP Agricultural University, Hyderabad. Mr. Jairam Sridharan has nearly 2 the Global Debt Syndication Business by CRISIL in her capacity as CEO He holds an MBA degree with decades of experience in the banking (International and Domestic). He has of Global Data Services of India, specialisation in Agriculture from and financial services industry. He been heading Axis Finance Ltd. as the erstwhile subsidiary of CRISIL. She is the Indian Institute of Management, is currently the Group Executive and MD & CEO for the last 5 years and an Economics graduate from Delhi Ahmedabad. Chief Financial Officer at Axis Bank has been instrumental in setting up University and a postgraduate in and handles the Finance, Strategy this wholly owned subsidiary NBFC Business Administration from Indian and Business Intelligence functions. He under Axis Bank. He is a rank holder Institute of Management, Ahmedabad. 7 Mr. K. N. Prithviraj joined Axis Bank in June 2010 from Chartered Accountant and Cost Independent Director Capital One Financial, a consumer Accountant with a graduate degree in bank based in Richmond, VA (US) and Commerce. 6 Mr. V. R. Kaundinya Mr. Prithviraj has more than 38 years of has earlier worked with ICICI Bank in Independent Director experience in the banking and financial their initial foray into Retail Lending services industry. He is the Chairman businesses. 3 Mr. Cyril Anand Mr. Kaundinya has worked of CanFin Homes Ltd. He is also the Non-executive Director Mr. Sridharan holds a Bachelor of extensively in the areas of productivity Advisor of the Specified Undertaking of Technology degree in Chemical enhancement of farmers and the Unit Trust of India (SUUTI). He has Mr. Anand has over 25 years of Engineering from IIT Delhi and is a Post improvement of their profitability held various positions, including that of experience in the banking and financial Graduate Diploma in Management from using high-quality inputs. He has also Chairman and MD, Oriental Bank of services sector. He joined Axis Bank IIM Calcutta. In 2015, Mr. Sridharan worked on the development of seed Commerce; Executive Director, United in April 1995. In the last 20 years, he was chosen by The Economic Times production areas and contract farming Bank of India; General Manager, has held several positions in various as a part of their '40 Under 40' list of systems in the seed/crop production Punjab National Bank Corporate Credit departments of the Bank, such as India’s hottest business leaders. areas in India and abroad. He was & Human Resource Department and Branch banking and Corporate and involved in a project that was aimed General Manager, Punjab National International banking. His prior role at the elimination of child labour in Bank - Western Zone. He was also was that of CEO for Axis Bank UK 5 Ms. Madhu Dubhashi cotton seed farmers’ fields in Andhra a Government Nominee Director Limited, an international subsidiary of Independent Director Pradesh. Mr. Kaundinya was a member for Oriental Insurance Company for Axis Bank. Currently, he is the Chief of the Dr. Swaminathan Committee to 2 years. He is a postgraduate rank Risk Officer at Axis Bank. He has a In a career spanning more than 40 develop the Biotech Policy in India. holder in Economics from Madras graduate degree in Commerce and a years in the banking and financial He held various leadership positions University and a Research Fellow, postgraduate services industry, Ms. Dubhashi has in industry associations such as the Department of Economics, Madras degree in Business Administration. played multiple roles. She has managed Indian Crop Protection Association, University. IPOs and follow-on offerings during her Association of Seed Industry and tenure with Standard Chartered Bank, Crop Biotech Association. He has assessed the viability of projects at ICICI developed case studies and taught Ltd. and administered the Investment Agricultural Marketing and Rural Banking Division at J M Financial Development classes at the Indian & Investment Consultancy Services 17
Annual Report 2017 -18 AXIS FINANCE LEADERSHIP TEAM Mr. Bipin Saraf Mr. Kishore Babu Mr. Vishal Sharan Managing Director & Chief Chief Operating Officer Head – Business (wholesale) Executive Officer Sriram Vinjamuri Mr. Amith Iyer Ms. Deepti Dayal Mr. Rajneesh Kumar Head – Business (Retail) Chief Finance Officer & Treasury Head Credit Head Head Compliance & Company Secretary 18
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS AXIS FINANCE CORPORATE INFORMATION LEADERSHIP TEAM AUDITORS REGISTERED & CORPORATE OFFICE Bipin Saraf M/s. S.R. Batliboi & Co. LLP Axis Finance Limited Managing Director & CEO Chartered Accountants Axis House, C-2 Wadia International Centre, P. B. Marg, Worli, Kishore Babu Mumbai – 400 025, India Chief Operating Officer SECRETARIAL AUDITORS Tel: +91-22-62260000 Fax: +91-22-43253085 Amith Iyer Ajay V. Mehta CFO & Treasury Head Practicing Company Secretary DEBENTURE TRUSTEE Vishal Sharan Head – Business (Wholesale) INTERNAL AUDITORS Catalyst Trusteeship Limited (Formerly known as GDA Sriram Vinjamuri M/s. ASJ & Co. LLP Trusteeship Limited) Head - Business (Retail) Chartered Accountants Office No. 83-87, 8th Floor, Mittal Tower, ‘B’ Wing, Rajneesh Kumar BANKERS Nariman Point, Head Compliance & Company Axis Bank Ltd. Mumbai – 400 021 Secretary Bank of Baroda Tel: +91-22-49220555 HDFC Bank Ltd. Fax: +91-22-49220505 Karnataka Bank Ltd. ICICI Bank Punjab & Sind Bank State Bank of India 19
Annual Report 2017 -18 AXIS FINANCE DIRECTORS’ REPORT To - The total expenditure was ` 400.98 crores as The Members of against ` 322.10 crores for FY March 31, 2017. Axis Finance Limited (“Company”) - The net profit is ` 209.35 crores as against Your Directors are pleased to present the 23rd Annual Report on the business, operations and state of affairs of ` 165.26 crores for FY March 31, 2017 the Company together with the audited financial statement of the Company Accounts for the financial year ended March 31, 2018. As on March 31, 2018, the Company’s: - Capital to Risk Asset Ratio (CRAR) was 23.76% 1. Financial Highlights of the Company as against 23.15% on March 31, 2017. The summarized financial highlights of the Company for the year ended March 31, 2018 is presented below: - The Net Owned Funds stood at ` 1052.39 crores Amount In ` resulting in 21.24% increase over the previous Current Financial Previous Financial year. Particulars Year 31.03.18 Year 31.03.17 Information on the operational and financial Income from Operations 721,50,23,636 575,40,07,558 performance, among others, is given in the Other Income - 32,571 Management Discussion and Analysis Report which Total Revenue 721,50,23,636 575,40,40,129 is annexed to this Report. Total Expenditure 400,98,31,652 322,09,86,291 Profit/(Loss) before Taxation 320,51,91,984 253,30,53,838 3. Dividend Tax expenses / (Credit) 111,16,55,374 88,04,39,763 During the year under review, your Directors declared Profit/(Loss) after Taxation 209,35,36,610 165,26,14,075 and paid an interim dividend on two occasions. The Balance brought forward from previous year 152,65,77,593 134,72,72,119 details of the same are as under- Profit available for appropriation 362,01,14,203 299,98,86,194 Less: Appropriations - ` 2.21/- per share (on the face value of ` 10 - Interim Equity Dividend 121,27,82,500 94,94,27,500 each) out of the profits of the Company for the period ended December 15, 2017 aggregating to - Tax on Equity Dividends 24,68,93,984 19,32,81,101 ` 92,43,32,500/-; and - Previous Year Tax on Equity Dividends - - - General Reserve - - - Re. 0.60/- per share (on the face value of ` 10 - Transfer to Statutory Reserve 41,88,00,000 33,06,00,000 each) out of the profits of the Company for the Surplus carried to the Balance Sheet 174,16,37,719 152,65,77,593 period ended February 28, 2018 aggregating to ` 28,84,50,000/-. 2. Financial Performance of the Company During the financial year un der review, the Company continued its focus on its lending activities which offered Your directors are not recommending any additional higher yields on senior secured basis. dividend and accordingly the said interim dividend may be treated and considered as the final dividend For FY March 31, 2018 the Company’s: for the financial year ended March 31, 2018. - The total revenue was ` 721.50 crores as against ` 575.40 crores for FY March 31, 2017. 20
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS The Board of Directors of the Company have adopted to appointment of women director, non-executive -A ppointment of Mr. Jairam Sridharan as Director of the a Dividend Distribution Policy and the same is made director(s) and non-executive independent director(s). Company available on the website of the Company viz. https:// During the year under review, Mr. Jairam Sridharan Mr. Jairam Sridharan (DIN: 05165390), was www.axisfinance.co.in/. was co-opted on the Board w.e.f October 13, 2017. appointed as an Additional Director of the Company The composition of the Board and the details in w.e.f. October 13, 2017. In terms of Section 161 of the 4. Amount proposed to be carried to reserves this regard have been provided in the Corporate Companies Act, 2013 (as amended), Mr. Sridharan The break-up of the amounts/profits proposed to be Governance Report furnished later in this Report. holds office upto the date of the forthcoming Annual carried to reserves for FY 2017-18, is set out herein General Meeting. The Company has received a below: - Policy On Appointment of Directors and Senior Notice from a member proposing candidature of Mr. Amount in Crores Management Personnel Sridharan as Director of the Company. Accordingly, Particulars FY 2017-18 FY 2016-17 In terms of Section 178 of the Companies Act, the approval of members for appointment of Mr. 2013 read with rules framed thereunder and the Sridharan as a Director liable to retire by rotation Transfer to Capital NIL NIL RBI Master Directions, as amended, the Board has is being sought at the forthcoming Annual General Redemption Reserve adopted, ‘Policy on “Fit & Proper” Person Criteria’ for Meeting. Transfer to Reserve Fund 41.88 33.06 appointment of Directors and Senior Management u/s 45-IC of the RBI Personnel of the Company. The details of the - Key Managerial Personnel Act,1934 (being 20% of the net profits) said policy have been provided in the Corporate Mr. Bipin Saraf – Managing Director & Chief Governance Report annexed to this Report. Executive Officer, Mr. Amith Iyer– Chief Financial Balance in Profit and Loss 174.16 152.66 Account Officer and Mr. Rajneesh Kumar – Company - Director(s) Disclosure Secretary & Compliance Officer are the Key 5. State of Company’s Affairs: Based on the declarations and confirmations Managerial Personnel of the Company in terms of a. Share Capital received in terms of the applicable provisions of the Section 203 of the Act. During the year under review 6,25,00,000 equity Act, circulars, notifications and directions issued by shares of ` 10 each for cash at a premium of ` 10 the Reserve Bank of India and other applicable laws, During the year under review, the composition of Key per equity share were issued and allotted on a Rights none of the Directors of the Company are disqualified Managerial Personnel remains unchanged. basis to Axis Bank Limited (Holding Company). from being appointed as Directors of the Company. Consequently, as at March 31, 2018, the paid-up c. Board Evaluation share capital of the Company stood at ` 480.75 The Company has received necessary declarations Pursuant to provisions of the Companies Act, 2013, crores divided into 48,07,50,000 equity shares of from the Independent Directors, affirming compliance the Board has carried out an annual performance ` 10 each. There has been no change in the issued with the criteria of independence laid under the evaluation of its own performance, the Directors and paid up capital after March 31, 2018 till the date provisions of Section 149(6) of the Act. individually as well as the evaluation of the working of this report. Further, no reserves were transferred to of its Audit, Nomination & Remuneration and the P&L Account during the year. - Director(s) retiring by rotation Compliance Committees. In accordance with the provisions of the Companies b. Directors & Key Managerial Personnel Act, 2013 read along with the applicable Companies A structured questionnaire was prepared after taking The composition of the Board is in compliance with (Appointment and Qualification of Directors) Rules, into consideration inputs received from the Directors, the applicable provisions of the Companies Act, 2014, Mr. Cyril Anand Madireddi, retires by rotation covering various aspects of the Board’s functioning 2013, (“Act”) and the rules framed thereunder, at the forthcoming Annual General Meeting and, such as adequacy of the composition of the Board guideline(s) issued by the Reserve Bank of India being eligible, offers himself for re-appointment. and its Committees, Board culture, execution and and other applicable laws inter alia with respect 21
Annual Report 2017 -18 AXIS FINANCE performance of specific duties, obligations and with the provisions of the Act, and hence, disclosure b. Credit Rating: governance. regarding the same is not applicable. During the year under review, the Company retained the following ratings from CRISIL & India Ratings for A separate exercise was carried out to evaluate g. Transfer of Unclaimed Dividend etc to Investor the ongoing debt programme of the Company: the performance of individual Directors including Education and Protection Fund (IEPF) - Long Term Debt : AAA/Stable by CRISIL & the Chairman of the Board, who were evaluated Since there was no amount lying w.r.t unpaid/ Programme AAA by India Ratings on parameters such as level of engagement unclaimed Dividend, the provisions of Section 125 -Short Term Debt : A1+ by CRISIL & India Rating and contribution, independence of judgement, of the Companies Act, 2013 does not apply. Further, Programme safeguarding the interest of the Company and there was no amount due to be transferred to IEPF its minority shareholders etc. The performance in respect to secured redeemable non-convertible The credit ratings reflect the Company’s financial evaluation of the Independent Directors was carried debentures and interest thereon by the Company. discipline and prudence. out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors h. Implementation of Compliance Monitoring & 7. Particulars of Deposits: was carried out by the Independent Directors who Reporting Tool The Company being a “Non-Deposit Accepting Non- also reviewed the performance of the Secretarial In terms of provisions of Section 134(5)(f) of the Banking Financial Company”, provisions of Section Department. Act, the Company has put in place a Compliance 73 and Section 74 of the Act read with Rule 8(5)(v) & Management System (ricago CMS) for effectively (vi) of the Companies (Accounts) Rules, 2014, are not d. Change in shareholding pattern material tracking and managing critical action items related applicable to the Company. changes in the financial position of the company to regulatory and internal compliance requirements. and commitments from the previous financial During the year under review, the Company had year till the current year i. Updates on Amalgamation neither accepted nor held any deposits from the The Company continues to remain the wholly owned The Company is in the process of amalgamating public and shall not accept any deposits from the subsidiary of Axis Bank Limited, there is therefore no Axis Private Equity Limited (a group company) with public without obtaining prior approval from the change in the shareholding pattern of the Company itself and in this regard, the Company has filed Reserve Bank of India. during the year under review. an application before the National Company Law Tribunal, Mumbai with respect to the Scheme of 8. Extracts of the Annual Return: e. Human Resource Amalgamation between Axis Private Equity Limited In accordance with the provisions of Section 92 During the year, the Company has successfully (being the Transferor Company) with the Company of the Companies Act, 2013 and the Rules framed inducted significant talent at senior and mid-level (being the Transferee Company). The said scheme thereunder, the extract of the Annual Return in Form into the Company and was successful in retaining was approved by the Board of Directors of the MGT-9 is annexed herewith. (Annexure I) and developing the existing human resources. Company vide resolution passed on July 13, 2017. The Company has developed a robust learning & 9. Particulars of contracts or arrangements development calendar in line with the training needs 6. Finance & Credit Ratings: with related parties and policy on related identified for its employees. As on March 31, 2018 a. Finance: party transactions: the Company had 84 employees on its payroll. Your During the year under review, the Company All the Related Party Transactions entered by the Directors place on record the appreciation of effort raised funds from various public/private sector Company are on arm’s length basis and in the and dedication of the employees in achieving good banks, mutual funds and financial institutions. The ordinary course of business. The disclosure in this results during the year under review. Company continued to borrow funds inter alia by regard forming part of this report is provided in the issue of Commercial Papers and Non-Convertible financial statement. All the Related Party Transactions f. Subsidiaries / Joint Venture / Associate Debentures, term loan(s) from banks/financial as required under AS-18 are reported in the Notes to Companies institutions etc. Details in this regard are stated and the financial statement. The Company does not have any Subsidiary, Joint more particularly mentioned in the Audited Financial Venture or Associate Companies in accordance Statements. 22
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Relevant Form (AOC-2) for disclosure of particulars of evaluates the efficacy and adequacy of internal Provide an overview of the principles of risk contracts/arrangements entered into by the company control system in the Company, its compliance with management with related parties referred to in sub-section (1) of operating systems, accounting procedures and section 188 of the Companies Act, 2013 is given as policies at all locations of the Company. Based on Explain approach adopted by the Company for Annexure II to this Report. the report of internal audit function, process owners risk management undertake corrective action in their respective areas During the year, the Company has not entered into and thereby strengthen the controls. Significant audit Define the organizational structure for effective any contract/arrangement/transaction with related observations and corrective actions thereon are risk management parties which may have a potential conflict with the presented to the Audit Committee of the Board. interest of the Company at large. Develop a “risk” culture that encourages all During the year under review, such controls were employees to identify risks and associated Prior omnibus approval of the Audit Committee tested by the Internal Audit Department of the opportunities and to respond to them with is obtained for the transactions which are of a Company and no material weaknesses in the design effective actions. foreseen and repetitive nature. The transactions or operations were observed. The Statutory Auditors entered into pursuant to the omnibus approval so have reviewed the said test results and found them to Identify, access and manage existing and new granted are audited and a statement giving details be effective. risks in a planned and coordinated manner of all related party transactions is placed before the with minimum disruption and cost, to protect Audit Committee for their review on a periodic basis. 12. C onservation of energy, technology and preserve Company’s human, physical and None of the Directors has any pecuniary relationship absorption, foreign exchange earnings financial assets. or transactions with the Company. The policy on and outgo: Related Party Transactions is placed on the website The particulars regarding foreign exchange earnings 14. T he remuneration policy, disclosure of of the Company viz. https://www.axisfinance.co.in/. and outgo appear as separate item in the notes to remuneration & particulars of employees: the Financial Statements. Since the Company does In terms of Section 178 of the Companies Act, 10. P articulars of loans, guarantees and not carry any manufacturing activities, particulars to 2013, your Board have adopted a ‘Nomination and investments: be disclosed with respect to conservation of energy Remuneration Policy’ inter-alia setting out the criteria During the year under review, the Company had and technology absorption under section 134(3) (m) for deciding remuneration of Executive Directors, not made any investments in terms of provisions of of the Companies Act, 2013 read with Companies Non-Executive Directors, Senior Management Section 186(1) of the Act. The provisions of Section Accounts Rules, 2014 are not applicable. The Personnel and other Employees of the Company. 186 of the Act pertaining to granting of loans to any Company is however, constantly pursuing its goal The said Policy is available on the website of the persons or body corporate and giving of guarantees of technological up-gradation in a cost effective Company viz. https://www.axisfinance.co.in/. or providing security in connection with the loan manner for delivering quality customer service. to any other body corporate or persons are not In terms of Section 197 of the Companies Act, 2013 applicable to the Company, since the Company is 13. Risk Management: read with Rule 5 of the Companies (Appointment and a Non-Banking Financial Company, registered with Periodic assessments to identify the risk areas are Remuneration of Managerial Personnel) Rules, 2014, Reserve Bank of India. carried out and management is briefed on the risks in the disclosures with respect to the remuneration of advance to enable the company to control risk through Directors, Key Managerial Personnel and Employees of 11. Internal financial control systems: a properly defined plan. The risks are classified as the Company have been provided at Annexure III The Company has an Internal Control System, financial risks, operational risks and market risks. to this Report. commensurate with the size, scale and complexity The risks are taken into account while preparing the of its operations. To maintain its objectivity and annual business plan for the year. The Board is also In terms of Section 197 of the Companies Act, 2013 independence, the Internal Audit function reports periodically informed of the business risks and the read with Rule 5(2) and Rule 5(3) of the Companies to the Chairman of the Audit Committee of the actions taken to manage them. The Company has (Appointment and Remuneration of Managerial Board. The Internal Audit Department monitors and formulated a policy for Risk management with the Personnel) Rules, 2014, the statement relating to following objectives: 23
Annual Report 2017 -18 AXIS FINANCE particulars of employees of the Company is available 18. CORPORATE GOVERNANCE - Composition of the Board of the Company: for inspection by the Members at the Registered The Company recognizes its role as a corporate Name of the Director(s) Category Office of the Company during business hours on citizen and endeavours to adopt the best practices Mr. Srinivasan Varadarajan Chairman (Non- Executive) working days. A copy of this statement may be and the highest standards of Corporate Governance Mr. Bipin Kumar Saraf Managing Director & Chief obtained by the Members by writing to the Company through its transparent practices and processes. The Executive Officer Secretary of the Company. The Board hereby confirm Company is accountable to its customers, government, Mr. Jairam Sridharan Additional Director (Non- that the remuneration paid to the Directors is as per regulatory authorities and other stakeholders of the Executive) the Remuneration Policy of the Company. Company. The Company’s activities are carried out Mr. V.R. Kaundinya Independent Director (Non- in accordance with good corporate governance Executive) 15. Corporate Social Responsibilty (CSR) practices and is constantly striving to improve them by Mrs. Madhu Dubhashi Independent Director (Non- In accordance with the provisions of Section 135 adopting the best practices. The Company believes Executive) of the Act and the CSR Policy, the Company has that good Corporate Governance practices enables Mr. K N Prithviraj Independent Director (Non- contributed ` 3,60,39,735/- (Three Crores Sixty the Board and the Management to direct and control Executive) Lakhs Thirty Nine Thousand Seven Hundred and the affairs of the Company in an efficient manner Mr. Cyril Anand Madireddi Director (Non- Executive) Thirty Five Only) (being 2 percent of the average thereby helping the Company to achieve its goal and net profit of the Company in the immediately three benefit the interest of all its stakeholders. - Meetings of the Board of Directors: preceding financial years calculated as per Section The Board meets at least once in a quarter to consider 198 of the Act) towards CSR expenditure in various a) Board of Directors: among other businesses, quarterly performance of projects stipulated under Schedule VII of the Act. The The Board of Directors, along with its Committees the Company and financial results. To enable the details of the same is enclosed as Annexure IV to provide leadership and guidance to the Company’s Board to discharge its responsibilities effectively and this Report as mandated under the said Rules. The Management and directs, supervises and controls take informed decisions, necessary information is Policy adopted by the Company on Corporate Social the activities of the Company. The size of the Board made available to the Board including circulation of Responsibility (CSR) is placed on the website of the of the Company commensurate with the its size and agenda and notes thereof as well as presentations Company viz. https://www.axisfinance.co.in/. business operations. In addition to the governance on financials and other critical areas of operations practices, the Board lays strong emphasis on of the company. The Board is also kept informed of 16. Whistle Blower / Vigil Mechanism: transparency, accountability and integrity. At present, major events/items and approvals are being taken The Company as part of the ‘vigil mechanism’ has in the Board strength is 7 (seven) Directors comprising wherever necessary. The Managing Director & CEO, place a ‘Whistle Blower Policy’ to deal with instances of 1 (one) Executive Director, 3 (three) Non-Executive at the Board Meetings keeps the Board apprised of fraud and mismanagement, if any. The Whistle Directors, representing shareholders and 3 (three) of the overall performance of the Company at such Blower Policy has been placed on the website of the Independent Non-Executive Directors. meetings. The Board also takes decisions by circular Company viz. https://www.axisfinance.co.in/. This resolutions which are noted by the Board at the vigil mechanism of the Company is overseen by the subsequent meeting. Audit Committee and provides adequate safeguard against victimization of employees and also provide During the financial year 2017-18, the Company direct access to the Chairperson of the Audit held 6 (six) meetings of the Board of Directors as Committee in exceptional circumstances. During the per Section 173 of Companies Act, 2013. These year under review, the Company has not received were held on April 11, 2017, July 13, 2017, October any complaint. 13, 2017, December 18, 2017, January 16, 2018 & March 07, 2018. The provisions of Companies Act, 17. Management Discussions and Analysis 2013 and the Listing Regulations were adhered to The Management Discussion and Analysis is annexed while considering the time gap between any two herewith as Annexure V to this Report. meetings. 24
CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS Attendance of the directors during FY2018 is as under: Attendance at Dates of Board meetings and attendance of the directors the last AGM Name of the Director Category of Director April 11, July 13, Oct 13, Dec 18, Jan 16, Mar 07, held on July 13, 2017 2017 2017 2017 2017 2018 2018 Mr. Srinivasan Varadarajan Chairman (Non- Executive) YES YES YES YES NO YES YES Mr. Bipin Kumar Saraf MD & CEO (Executive) YES YES YES YES YES YES YES Mr. Jairam Sridharan (1) & (2) Additional Director (Non- Executive) NA NA NA No YES YES YES Mr. V.R Kaundinya Independent Director (Non- Executive) YES YES YES YES NO YES YES Mrs. Madhu Dubhashi Independent Director (Non- Executive) YES YES YES YES YES YES YES Mr. K N Prithviraj Independent Director (Non- Executive) YES YES YES YES YES YES YES Mr. Cyril Anand Madireddi Director (Non- Executive) YES YES NO YES YES YES YES Notes- (1) Appointed w.e.f. October 13, 2017 (2) Attended as Special Invitee - Meeting of Independent Directors: A separate meeting of Independent Directors of the Company was held on 7th March, 2018 without the presence of the Whole time Directors, the Non-Executive Non- Independent Directors, or any other Management Personnel to evaluate the performance of the non-independent Directors, Board and that of the Chairman. b) Committees In accordance with the applicable provisions of the Act, the circular(s), notification(s) and directions issued by the Reserve Bank of India and the Company’s internal corporate governance requirements, the Board has constituted various Committees with specific terms of reference to focus on specific issues and ensure expedient resolution on diverse matters. These include the Audit Committee, Nomination & Remuneration Committee, Committee of Directors, Corporate Social Responsibility Committee, Asset Liability Committee, Risk Management Committee, Grievance Redressal Committee and IT Strategy Committee. The matters pertaining to financial results and auditors report are taken care of by the Audit Committee and those pertaining to nomination / remuneration of Key Executives and Directors are within the realms of, Nomination & Remuneration Committee. The term of reference of Committee of Directors is as per the Credit Policy duly approved by the Board. The Corporate Social Responsibility (CSR) Committee focuses on compliance of CSR policy and framework by the Company and monitors the expenditure to be incurred by the Company. The Risk Management Committee manages the integrated risk and further oversee the Risk Management function of the Company. The IT Strategy Committee looks after the IT related issues and decision making w.r.t. IT. The Company Secretary acts as the Secretary for all the aforementioned Committees. The minutes of the meetings of all Committees along with summary of key decision/ discussion taken at each Committee, is placed before the Board for discussion / noting /approval. 25
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