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EQUITY - MARKET SCREENER

Edelweiss Financial Services Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
532922
INE532F01054
46.0861963
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
EDELWEISS
3.64
5210.62
EPS(TTM)
Face Value()
Div & Yield %
15.18
1
2.48
 

As on: May 20, 2022 05:59 AM

To the Members of Edelweiss Financial Services Limited,

Your Directors hereby present the 26th Board's Report on the business, operations and state of affairs of the Company together with the audited financial statements for the year ended March 31, 2021:

FINANCIAL PERFORMANCE

I Consolidated Financial Performance:

Particulars 2020-21 2019-20
Total Income 1,08,488.50 96,026.29
Total Expenses 1,07,025.91 1,20,592.81
Profit/(Loss) before share in profit of associates and tax 1,462.59 (24,566.52)
Share in (Loss) of associates (6.35) -
Profit/(Loss) before tax 1,456.24 (24,566.52)
Tax expense (1,082.96) (4,128.80)
Net Profit/(Loss) for the year 2,539.20 (20,437.72)
Other Comprehensive Income/(Loss) (17.97) 4,726.42
Total Comprehensive Income/(Loss) 2,521.23 (15,711.30)
Profit/(Loss) for the year attributable to the
• Owners of the parent 2,653.36 (20,452.45)
• Non-controlling interests (114.16) 14.73
Other Comprehensive Income/(Loss) for the year attributable to the
• Owners of the parent 11.88 4,241.54
• Non-controlling interests (29.85) 484.88
Total Comprehensive Income/(Loss) for the year attributable to the
• Owners of the parent 2,665.24 (16,210.91)
• Non-controlling interests (144.01) 499.61
Earnings Per Share (`) (Face Value of Rs.1 each)
Basic 2.98 (23.01)
Diluted 2.97 (23.01)

II. Standalone Financial Performance:

Particulars 2020-21 2019-20
Total Income 17,218.73 2,455.40
Total Expenses 10,279.54 1,659.93
Profit before tax 6,939.19 795.47
Tax expenses (222.93) (30.32)
Profit for the year 7,162.12 825.79
Other Comprehensive Income/(Loss) 9.54 (0.47)
Total Comprehensive Income 7,171.66 825.32
Earnings Per Share (`) (Face Value of Rs.1 each)
Basic 8.05 0.93
Diluted 8.01 0.92

SHARE CAPITAL

During the year under review, 13,89,075 Equity Shares of the face value of 1 each were allotted on exercise of the Stock Options granted under various Employee Stock Incentive Plans of the Company.

Consequently, as at March 31, 2021, the total paid-up share capital of the Company stood at

935.80 million divided into 93,57,98,077 Equity Shares of Face Value of 1 each.

Except Employee Stock Options and Stock Appreciations Rights (SAR), the Company has not issued any sweat equity to the employees of the Company. The disclosures with regard to the Employee Stock Options and SAR as required under the SEBI (Share Based Employee Benefits) Regulations,2014 is available on the website of the Company at the link: www.edelweissfin.com.

DIVIDEND

During the year under review, the Board declared an interim dividend of Rs.0.90 per Equity Share of the face value of Rs.1 each. The interim dividend was paid to the Members of the Company during the month of April, 2021.

The Board at its meeting held on June 11, 2021, recommended a final dividend of Rs.0.55 per Equity Share of the face value of Rs.1 each, subject to the approval of Members at the forthcoming

Annual General Meeting (AGM).

Pursuant to Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the Dividend DistributionPolicy is provided as Annexure I to this Report and is available on the website of the Company at the link: www.edelweissfin.com .

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance, amongst others including the impact of COVID-19, is given in the Management

Discussion and Analysis Report, forming part of this Report, and is in accordance with the Listing Regulations.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements are prepared in accordance with the Companies Act,

2013 and Rules framed thereunder (the Act) and the applicable Accounting Standards and forms part of this Report.

SUBSIDIARIES & ASSOCIATES

During the year ended March 31, 2021, the

Company sold its controlling stake in the wealth management business to PAGAC Ecstasy Pte. Ltd., with effect from March 26, 2021. Consequently, Edelweiss Securities Limited, Edelweiss Finance

& Investments Limited, Edelweiss Broking

Limited, Edelweiss Custodial Services Limited,

ESL Securities Limited, EdelweissSecurities(Hong

Kong) Private Limited, Edelweiss Investment

Advisors Pte. Limited, Edelweiss Financial Services Inc., Edelweiss Financial Services (UK) Limited and Edelweiss Securities (IFSC) Limited, ceased to be the subsidiaries and became the associates of the Company.

During the year under review, EFSL International

Limited was dissolved and ceased to be the subsidiary with effect from April 28, 2020. EC

Global Limited (ECG) amalgamated with EC

International Limited with effect from September 1, 2020 and consequently ECG ceased to be the subsidiary of the Company.

On September 1, 2020, Edel Land Limited (ELL) acquired Everest Securities & Finance Limited

(Everest), thus Everest became the subsidiary of the Company. Further, Everest merged with ELL with effect from May 26, 2021. Edelweiss Finvest

Limited (EFL) was merged with Edel Finance

Company Limited with effect from April 9, 2021 and consequently EFL ceased to be the subsidiary of the Company. Lichen Metals Private Limited ceased to be the subsidiary of ECap Equities Limited and, in turn of the Company with effect from March 31, 2021.

Edelweiss Capital Services Limited was incorporated on February 12, 2021 as the subsidiary of the Company.

The salient features of the financial of each of the subsidiaries and the associates as required under the Act is provided in the financial statements in Form AOC-1. The financial available on the website of the Company at the link: www.edelweissfin.com. Any Member interested in obtaining a copy of financial statement of the subsidiaries may write to the

Company Secretary at the Registered Officeof the Company.

FINANCE

During the year under review, the Company issued Non-convertible Debentures (NCDs) through public issue which are listed on BSE

Limited. Your Company also raised money by issue of NCDs on private placement basis.

LOANS, INVESTMENTS AND

GUARANTEES

Particulars of loans given, investments made, guarantees given and securities provided are reported in the financial statements.

RELATED PARTY TRANSACTIONS

All the Related Party Transactionsentered by the

Company are on arm's length and in the ordinary course of business. The Company has not entered into transactions with the Promoters, Directors and Key Managerial Personnel, which may have potential conflict of interest with the Company. In accordance with the provisions of the Listing Company has formulated the Related Party TransactionsPolicy, which is available on the website of the Company at www.edelweissfin.com.

Particulars of related parties as prescribed in Section 188 of the Act is provided in the financial statements in Form AOC-2. All the Related Party Transactions as required under the applicable Accounting Standard are reported in the financialstatements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Independent Directors

In accordance with the provisions of Section 149 of the Act, the Independent Directors have given a declaration that they meet the criteria of independence as provided in the said Section and also in terms of the Listing Regulations. In the opinion of the Board, the Independent Directors are persons of integrity and possess relevant expertise, experience and proficiency as per the Act.

(ii) ManagingDirectorandExecutive Directors

Mr. Rujan Panjwani (DIN: 00237366) was re-appointed as an

Company at the AGM held on September

28, 2020, for a further period of 5 years effective from June 24, 2021.

Pursuant to the recommendations of the Nomination andRemunerationCommittee, the Board have re-appointed Mr. Rashesh

Shah as the Managing Director and

Mr. Venkatchalam Ramaswamy as an Executive Director for a further period of 5 years with effect from April 1, 2022, subject to the approval of the Members at the forthcoming AGM.

(iii) Non-executive Directors

Ms. Anita M. George (DIN: 00441131) resigned as Director of the Company with effect from July 13, 2020. The Board places on record its appreciation of the services rendered by Ms. George during her tenure as Director of the Company.

(iv) Retirement by rotation

Mr. Venkatchalam Ramaswamy (DIN: 00008509) and Mr. Himanshu Kaji (DIN: 00009438), retire by rotation at the forthcoming AGM and being eligible, have offered themselves for re-appointment.

(v) Key Managerial Personnel (KMP)

Mr. S. Ranganathan tendered his resignation contracts or arrangements with the as the Chief Financial Officer of the with effect from October 31, 2020 and Mr. Sarju Simaria was appointed as the Chief Financial Officer of the Company with effect from November 1, 2020. Mr. B. Renganathan tendered his resignation as the Company Secretary of the Company with effect from April 23, 2021 and Mr. Tarun Khurana was appointed as the Company Secretary of the

Company with effect from April 23, 2021.

Some of the KMPs of the Company are also the KMPs of the subsidiaries and draw remuneration from those subsidiaries.

NUMBER OF BOARD MEETINGS HELD

During the year ended March 31, 2021, the Board met 6 times. The details of the Board meetings the attendance of the Directors at the meetings are provided in the Corporate Governance Report, which forms part of this Report.

REMUNERATION POLICY

The Company has formulated a Remuneration Directorofthe Policy pursuant to Section 178 of the Act and the Listing Regulations.The Policy is provided as Annexure II to this Report.

EVALUATION OF THE PERFORMANCE OF

THE BOARD

A Board Evaluation Policy (the Policy) for evaluating the performance of the Board, its Committees, the Chairman, the Managing Director, the Executive Directors, the Non-executive Directors and the Independent Directors has been adopted by the Company.

The Policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, time commitment, relationship with the stakeholders, corporate governance practices, review of the terms of reference of the Committees the and the contribution Board in discharging its functions, etc.

A separate meeting of the Independent Directors was held wherein the performance of the Non-Independent Directors, performance of the Board as a whole (including the Committees) and also that of the Chairman in terms of the provisions of the Act, the Listing Regulations and the Guidance Note issued by the Securities and Exchange Board of India in this regard was discussed.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT

The Company has in place adequate internal financial controls with reference to financial statements. The Company's internal control system is designed to ensure operational efficiency, protection and conservation resources, accuracy and promptness in financial reportingand compliance with the laws and regulations.The internal control system is also supported by an internal audit process.

M/s. JHS & Associates LLP, Chartered Accountants, were appointed as Internal Auditors of your

Company for the financial year 2020-21.

Risk management is an integral part of the Company's business strategy that seeks to minimise adverse impact on business objectives and capitalise on opportunities. The Risk Committee oversees the risk management framework of the Company through regular and proactive interventionby identifying risks and plans. Further details are formulatingmitigation provided in the Management Discussion and

Analysis Section forming part of this Report.

AUDIT COMMITTEE

The Audit Committee comprises of the following Independent Directors: Mr. P. N. Venkatachalam (Chairman) Mr. Berjis Desai Mr. Biswamohan Mahapatra Mr. Kunnasagaran Chinniah.

Further details of the Audit Committee are provided in the Corporate Governance Report forming part of this Report.

WHISTLE BLOWER POLICY/ VIGIL

MECHANISM

The Company has adopted a Whistle Blower

Policy to report genuine concerns/grievances.

The Policy is available on the website of the

Company at the link: www.edelweissfin.com. The Policy provides for adequate safeguards against the victimisation of the persons who use the vigil mechanism. The vigil mechanism is overseen by the Audit Committee.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board has constituted a Corporate Social Responsibility (CSR) Committee in accordance with the provisions of the Act. The CSR Committee comprises of: Mr. Venkatchalam

Ramaswamy (Chairman)

Executive Directors Mr. Himanshu Kaji Mr. Rujan Panjwani of Mr. P. N. Venkatachalam Independent Director.

The Company has made contributions under CSR mainly through its philanthropic arm EdelGive

Foundation, a wholly owned subsidiary. The CSR Projects of the Company largely focuses on the broad areas such as sustainable livelihood, quality education, women empowerment etc.

CSR REPORT

The CSR Report on the activities undertaken during the year is provided as as Annexure

III to this Report. The CSR Policy is available on the website of the Company at the link: www.edelweissfin.com .

AUDITORS

At the 23rd AGM held on July 26, 2018, the Members had appointed M/s. S. R. Batliboi & Co. LLP, Chartered

Accountants (Firm Registration No. 301003E/ E300005), as the Auditors of the Company for a term of 5 years to hold office until the conclusion of the 28th AGM to be held in the year 2023. The Auditors' Report on the financial statements for the year ended March 31, 2021 is unmodifiedand is annexed to the financial statements.

SECRETARIAL AUDIT REPORT

M/s. BNP & Associates, Company Secretaries, were appointed as the Secretarial Auditors to conduct the Secretarial Audit for the financial year ended March

Report of the Secretarial Auditors is provided as Annexure IV to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remarks or disclaimer. As required under the Listing Regulations, the

Secretarial Audit Report of Edelweiss Tokio Life

Insurance Company Limited, the Material Unlisted

Subsidiary of the Company, for the year ended March

31, 2021 forms part of this Report. The Secretarial Audit Report does not contain any reservation, adverse remarks or disclaimer.

PREVENTION OF SEXUAL HARASSMENT

OF WOMEN AT WORKPLACE

The Company has a Policy on Prevention of Sexual Harassment of Women at Workplace.

No cases were reported during the year under review. There were no complaints pending as on March 31, 2021. The Company has complied with the provisions relating to the constitution Internal Complaints Sexual Harassment of Women at Workplace Prohibition and Redressal) Act, 2013.

CONSERVATION OF ENERGY,

TECHNOLOGY ABSORPTION AND

FOREIGN EXCHANGE EARNINGS/OUTGO

A. Conservation of energy i. The steps taken or impact on conservation of energy: The operations of the Company are not energy intensive. However, adequate measures have been taken for conservation of energy, wherever possible. ii. The steps taken by the Company for utilising alternate sources of energy: Though the operations of the Company are not energy intensive, the Company explores alternative sources of energy, as and when the necessity arises.

iii. The capital investment on energy conservation equipments Nil

B. Technology absorption i. The efforts made towards technology absorption: uses the information technology in its operations and has absorbed the technology required in this regard. ii. The benefitsderived like product improvement, cost reduction, product development or import substitution: 31, 2021. The

The Company has leveraged the technology to reach out to its customer in the difficult times of pandemic. iii. In case of imported technology

(imported during the last three years reckoned from the beginning of the financial year):

(a) the details of technology imported: Not Applicable (b) the year of import: Not Applicable

(c) whether the technology has been fully absorbed: Not Applicable

(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof:

Not Applicable iv. The expenditure incurred on Research and Development: Not Applicable.

C. Foreign exchange earnings and outgo

During the year under review, the Companythe earned foreign exchange of 550.16 million (previous year: 196.90 million) and there was outgo of foreign exchange of 16.74 million (previous year: 29.40 million).

OTHER DISCLOSURES

There are no significant material changes and commitments affecting the financial position of the Company that occured between the end of financial year and the date of this Report.

• There has been no change in the nature of business of the Company.

There was no revision in the financial statements of the Company.

There was no application pending against the Company under the

Insolvency and Bankruptcy Code, 2016. There was no instance of onetime settlement with any Bank/Financial Institution in respect of loan taken by the Company.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

• No fraud has been reported by the Auditors to the Audit Committee and the Board.

• Disclosure pertaining to maintenance of cost records as specified under the Act is not applicable to the Company.

The Company has not issued equity shares with differential voting or otherwise.

• The Company has not accepted any deposits covered under Chapter V of the Act.

• The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

ANNUAL RETURN

Pursuant to Sections 92 and 134 of the Act, the Annual Return as at March 31, 2021 in Form MGT-7, is available on the website of the Company at the link: www.edelweissfin.com .

DISCLOSURE UNDER SECTION 197 OF THE ACT

In accordance with the provisions of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of the employees are set out in the annexure to this Report. In terms of the provisions of Section 136 of the Act, the Report is being sent to the Members of the Company excluding the annexure.

Any Member interested in obtaining a copy of the annexure may write to the Company Secretary at the Registered Office of the Company.

Further, disclosures on managerial remuneration as required under Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided as Annexure V to this Report.for the

CORPORATE GOVERNANCE

Pursuant to the Listing Regulations, the Report on Corporate Governance together with the certificate issued by M/s. BNP & Associates,

Company Secretaries, on compliance with the conditionsof Corporate Governance as stipulated in the Listing Regulations forms of this Report.

A Business Responsibility Report pursuant to the

Listing Regulations is provided as Annexure VI to this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Act, the Directors confirm that: i) in the preparationof the annual accounts, the applicable accounting been followed; ii) such accounting policies have been selected and applied them consistently and made judgments and estimates that voting rights asare reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2021 and the profits of the Company for the financial year ended on that date; iii) proper and sufficient care had been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) the annual accounts have been prepared on a going concern basis; v) internal financialcontrols have been laid down and the same are adequate and were operating effectively; and vi) proper systems had been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operatingeffectively.

ACKNOWLEDGEMENTS

The Board acknowledges the valuable guidance and continued support extended by the Securities and Exchange Board of India, the Reserve Bank of India, Stock Exchanges, Insurance Regulatory and Development Authority of India, Ministry of

Corporate Affairs, other government authorities, Banks and other stakeholders. Your Directors would also like to take this opportunity to express theirappreciation efforts of the employees of the Company.

For and on behalf of the Board

Edelweiss Financial Services Limited

Rashesh Shah

Chairman & Managing Director

DIN: 00008322

Mumbai, June 11, 2021