DEFINED BY THE - ELEMENTS Fast-growing - Axis Finance

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DEFINED BY THE - ELEMENTS Fast-growing - Axis Finance
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
DEFINED BY THE - ELEMENTS Fast-growing - Axis Finance
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.

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