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EQUITY - MARKET SCREENER

CSL Finance Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
530067
INE718F01018
143.8500491
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
13.2
366.34
EPS(TTM)
Face Value()
Div & Yield %
14.68
10
0.5
 

As on: Jan 22, 2022 05:29 PM

To,

The Members of CSL Finance Limited

Your Company's Directors are pleased to present the (Twenty-Ninth) 29th Annual Report along with the Audited Financial Statements of the Company for the financial year ended 31stMarch, 2021.

1. FINANCIAL HIGHLIGHTS

(Rs in Lacs)

Particulars Current Year 31-03-2021 Previous Year 31-03-2020
Revenue from operations 6167.31 6085.53
Other Income 18.65 9.53
Total Income 6185.96 6095.06
Expenses
Operating Expenses 1856.32 2506.47
Depreciation, amortization and impairment 61.16 74.45
Other Expenses 332.47 339.89
Total Expenses 2249.95 2920.81
Profit /loss before Tax 3936.01 3174.25
Less: Tax Expenses (1 183.22) (926.88)
Profit for the year 2752.79 2247.37
Other Comprehensive Income 8.21 11.53
Total Comprehensive Income for the year 2761.00 2258.90

2. OPERATIONAL PERFORMANCE/ THE STATE OF COMPANY'S AFFAIRS

During the year, the company had a muted performance given the challenging industry dynamics. Its income during the year grew by 1.50% to Rs 61.86 Cr in FY21 from Rs 60.95 Cr in FY20. Profit After Tax (PAT) increased by 22.46 % i.e. Rs 27.53 Cr in FY21 vs Rs 22.48 Cr in FY20, an increase of AUM by 3.78% from Rs 318 Cr in FY20 to Rs 330 Cr in FY21. The Net Worth increased by 11.45 % from Rs 232.55 Cr in FY20 to Rs 259.18 Cr in FY21. As a prudent risk management practice, the Company has already provided the ECL provision under Stage-1 & Stage-2 of X4.84 Cr and Rs3 Cr respectively. GNPA has risen to 2.11% in FY21 as compared to 0.69% in FY20 in the overall portfolio largely due to the NPA's observed in the school loans segment.

Depreciation and Finance Costs

During the year under review, Depreciation was Rs 61.16 lacs as compared to Rs 74.45 lacs for the previous year. Finance costs for FY 2020-21 was Rs 700.80 lacs as compared to Rs 1060.69 lacs for the previous year.

Borrowings

The total borrowings stood at X8260.41 lacs (including debt securities) as on 31st March, 2021 as against Rs 9592.45 lacs as on 31st March, 2020.

Debt Securities (Redeemable, Non-Convertible Debentures)

During FY 2020-21, the Company raised 300, 10.25% Unsecured Non-Convertible Redeemable Debentures of face value Rs10 lacs each aggregating to Rs30.00 Crores and 100, 10.00% Unsecured Non Convertible Redeemable Debentures of face value Rs10 lacs each aggregating to Rs10.00 crores. The Company has entered into Debenture Trustee Appointment Agreement with Catalyst Trusteeship Limited (CIN: U74999PN1997PLC110262) to act as the Debenture Trustee for the Debenture Holders of the Company for the both the NCD's issued.

The COVID-19 pandemic which is a once in a lifetime occurrence has brought with it an unimaginable suffering to people and to almost all sections of the economy. The nationwide lockdowns to curtail the transmission of disease, had put the global economy in extreme stress of the level not seen since the Great Depression and would have a long-lasting economic impact.

The dynamic and evolving nature of the pandemic with its resurgence (second wave) at the close of the year once again creates uncertainty, including economic impact. Hopefully, the outreach of vaccination drives across the country, additional efforts to set up medical infrastructure and obtain required medical supplies, in addition to continued adherence to COVID-19 specific protocols will help in overcoming this testing situation.

Like the greater economy, the pandemic coupled with the lockdown and relief measures provided by RBI had a bearing on the performance of the Company. The impact of the above on the performance of the Company and the measures adopted by the Company to steer through the pandemic have been discussed in detail in Management Discussion and Analysis Report.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the period under review, there is no change in the nature of business of the Company.

4. DIVIDEND

Yours Directors recommended final Dividend of 30% i.e., Rs3.00/- per equity share of Rs10/- each fully paid up for financial year 2020-21 in its meeting held on 25th June, 2021 on pre Bonus share capital i.e., ^6,16,92,070/- which is proportionately adjusted to 10% which works out to Re. 1.00/- per equity share of Rs10/- each fully paid up post bonus issue capital of the Company i.e., ^18,50,76,210/-, subject to approval of Members at the ensuing 29th Annual General Meeting of the Company and shall be paid within the statutory period to those members whose names appear in the register of members, holding shares either in physical form or in dematerialized form on the close of Thursday, 23 d September, 2021 (Previous year Rs2.5 per share was paid as final dividend to the members).

5. TRANSFER TO RESERVES

The company proposes to transfer ^550.56 lacs to Statutory Reserves in accordance with the provisions of Section 45-IC of the Reserve Bank of India Act, 1934.

6. SHARE CAPITAL

As on 31st March, 2021, the Share Capital of the Company stood at-

Authorised Capital 94,00,000 (Ninety Four Lacs) Equity Shares of Par Value T10 each.
Issued, Subscribed and Paid-Up Capital 61,69,207 (Sixty One Lacs Sixty Nine Thousand Two Hundred Seven) Equity Shares of Par Value T10 each.

7. CAPITAL ADEQUACY

Capital Adequacy as on 31st March, 2021 stood at healthy 78%, which is well above the minimum regulatory norms for Non-Deposit Accepting NBFCs as compared to 73% in the previous year.

8. CREDIT RATING

During F.Y. 2020-21, rating for Long-term Bank Facilities and Non- Convertible Debentures are re-affirmed at CARE BBB; Stable by CARE Rating Limited ("CARE').

9. CORPORATE GOVERNANCE

Your Company continues to lay a strong emphasis on transparency, accountability and integrity. The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance. As provided under Section 134 of the Companies Act, 2013 and Rules framed thereunder and pursuant to Regulation 34(2) (d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Report on Corporate Governance along with necessary certificates is set out in Annexure-"E" and forms part of this Report.

10. DEPOSITS

Being a non-deposit taking Company, your Company has not accepted any deposits from the public within the meaning of the provisions of the NonBanking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and provisions of Companies Act, 2013.

11. RBI GUIDELINES

The Company continues to comply with all the regulations prescribed by the Reserve Bank of India, from time to time.

12. SUBSIDIARIES COMPANIES, JOINT VENTURES AND ASSOCIATES

The Company has no subsidiary Company or Associate Company. The Company has not entered into any joint venture during the year under review.

13. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2020-21, fifteen (15) Board Meetings were held on below mentioned dates. The maximum time-gap between any two consecutive meetings did not exceed 120 (One Twenty) days. Further details regarding Board Meetings are given in the Section of Corporate Governance which forms part of this Report.

09.06.2020 20.07.2020 29.07.2020 10.08.2020 01.09.2020
14.09.2020 28.09.2020 13.10.2020 20.10.2020 12.11.2020
03.12.2020 18.12.2020 30.12.2020 12.02.2021 25.02.2021

14. COMMITTEES OF THE BOARD

The Board has constituted necessary Committees pursuant to the provisions of the Companies Act, 2013, rules framed there under and SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015. The Committees of the Board are Audit Committee, Stakeholders' Relationship Committee, Investor Relations & Share Transfer Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Management Committee and Internal Complaints Committee. The Board has accepted all the recommendations of the above committees.

The details about Composition of Committees and their Meetings are incorporated in the Board of Directors in Corporate Governance section forming part of this Report.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL'S

As on 31st March, 2021, the Board of your Company consists of six Directors as follows and two Key Managerial Personnel's:

Name Category
Mr. Rohit Gupta Managing Director (Executive Promoter Director)
Mr. Ashok Kumar Kathuria Non-Executive Director
Mr. Manoj Gupta Non-Executive Independent Director
Ms. Anjna Mittal Non-Executive Independent Director (Woman Director)
Mr. Ayush Mittal Non-Executive Independent Director
Ms. Rachita Gupta Whole Time Director (Executive Promoter Woman Director)
Mr. Naresh Chandra Varsney Chief Financial Officer
Ms. Anju Biyani Company Secretary & Compliance Officer

The composition of the Board is as per the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As on 31st March, 2021, there was

no disqualification of any Director pursuant to Section 164 (2) of the Companies Act, 2013. A certificate has been received from Mr. Nitin Panchal (COP: 1 9534), M/s. N Panchal & Associates, Company Secretaries, Delhi- That none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The said certificate is annexed to this Report as Annexure-"A".

The other details with respect to Board of Directors are given in Corporate Governance section forming part of this Report,

a) Directors

Appointment/ Re-appointment

During the year under review, there was a change in composition of Board of the Company. Ms. Rachita Gupta (DIN:09014942) was appointed as the Additional Whole Time Director of the Company for a term of five (05) years w.e.f., 30th December, 2021 to 29d December, 2025 and Mr. Ayush Miital (DIN: 07667437) was appointed as the Additional Non-Executive Independent Director of the Company for a term of five (05) years w.e.f., 30th December, 2021 to 29,d December, 2025,The appointment of Ms. Gupta and Mr. Mittal was approved by the members of the Company through Postal Ballot /remote e- voting on 28th July, 2021.

As per Section 196 of the Companies Act, 2013 a person shall not be appointed as Managing Director of the Company for a term exceeding five years at a time and shall not be re-appointed earlier than one year before expiry of his term.

The Board of Directors in their meeting held on 11th August, 2021, upon recommendation made by Nomination and Remuneration Committee of the Company, has approved the appointment of Mr. Rohit Gupta (DIN: 00045077) as Managing Director of the Company for a further term of 5 years i.e. from 10th August, 2022 to 09th August, 2027 on terms and conditions as set out in the Notice of ensuing 29th AGM, subject to the approval of members of the Company at the ensuing AGM.

Retirement by Rotation

In accordance with the provisions of the Companies Act, 2013 and Regulation 36 of the Listing Regulations, Mr. Ashok Kumar Kathuria (DIN: 01010305), retires at the ensuing AGM, and being eligible offers himself for re-appointment. The brief resume/ details relating to Director who is to be re-appointed is furnished in the Notice of the ensuing 29th AGM. The Board of Directors of your Company recommends the reappointment of the Director liable to retire by rotation at the ensuing AGM.

Resignation

During the financial year, none of the director resigned from the directorship of the company.

Independent Directors

All the Independent Directors on the Board have given a declaration of their independence to the Company as required under Section 149(6) of the Act and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

In the opinion of the Board, all the Independent Directors possess the integrity, expertise and experience including the proficiency required to be Independent Directors of the Company, fulfil the conditions of independence as specified in the Act and the SEBI Listing Regulations and are independent of the management and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act. The Company has received the following declarations from all the Independent Directors confirming that:

i. They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedule and Rules issued thereunder, and the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company; and

ii. They have registered themselves with the Independent Director's Database maintained by the IICA.

Women Directors

In terms of the provisions of Section 149 of the Companies Act, 2013, and Regulation 17 (1) (a) of the SEBI (LODR) Regulations, 2015, the Company shall have at least one Woman Director on the Board. Your Company has Ms. Rachita Gupta (DIN: 09014942) appointed w.e.f 30th December, 2020 and Ms Anjna Mittal (DIN: 07143461) as the Women Directors on the Board of the Company.

b) Changes in Kev Managerial Personnel (KMP) during the F.Y. 2020-21

During the year under review, there was change in the Company Secretary (key managerial personnel) of the Company as mentioned below:

Name of the Company Secretary Date of Resignation/Appointment
Mr. Akash Gupta Resigned from the post of Company Secretary and Legal Head w.e.f., the close of business hours of 24th July, 2020.
Ms. Gunjan Khera Ms. Gunjan Khera who was associated with the Company as Legal Manager for more than 5 years was appointed as Company Secretary and Compliance Officer w.e.f., 25th July, 2020 after resignation of Mr. Akash and resigned on 18th February, 2021 due to personal reasons
Ms. Anju Biyani Ms. Anju Biyani was appointed as the Company Secretary and Compliance Officer w.e.f., 25th February, 2021 but she resigned on 25th June, 2021 due to death of her father-in-law and personal family reasons.
Ms. Preeti Gupta Ms. Preeti is the present Company Secretary and Compliance Officer w.e.f., 26th June, 2021.

16. BOARD EVALUATION

Pursuant to the provisions of the Act, and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate exercise was carried out to evaluate the performance of individual Directors who were evaluated on parameters such as level of engagement and contribution and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non - Independent Directors was carried out by the Independent Directors. The board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

17. TRANSACTIONS WITH RELATED PARTIES

All the transactions with Related Parties are placed before the Audit Committee and also before the Board for approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseen and repetitive nature.

All transactions entered into with related parties during the year were on arm's length basis, largely in the ordinary course of business and in line with the threshold of materiality defined in the Company's policy on Related Party Transactions & are in accordance with the provisions of the Companies Act, 2013, Rules issued thereunder & Regulation 23 of (SEBI Listing Obligations and Disclosure Requirements) Regulations, 2015. During the financial year ended 31st March, 2021, there were no transactions with related parties which qualify as material transactions and hence did not require members' prior approval under the Companies Act, 2013 and the Listing Regulations.

A policy on materiality of related party transactions and dealing with related party transactions is placed on the Company's website i.e. https://www.cslfinance.in/ and may be accessed through the web link https://www.cslfinance.in/wp-content/uploads/2021/02/Policy-on-Materiality-of-Related-Party-Transactions-1.pdf. Transactions with related parties have been disclosed in the note 46 to the Financial Statements.

18. FRAUD REPORTING

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and Rules framed there under.

19. FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirement of Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations"), the Company has put in place a familiarization programme for the Independent & Non-Executive Directors to familiarize them with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model etc. The details of the such familiarisation programme are available on the website of the Company i.e. https://www.cslfinance.in/ and may be accessed through the web link https://www.cslfinance.in/wp-content/uploads/2019/12/Familirisation-program-for-IDs.pdf

20. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (C) read with Section 134 (5) of the Companies Act, 2013, Directors state that:

a) In the preparation of Annual Accounts for the year ended on 31st March, 2021, the applicable accounting standards have been followed and there are no material departures from the same;

b) The Directors have selected such accounting policies and applied them consistently and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year on 31st March, 2021 and the profit of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared Accounts on 'going concern' basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such financial controls are adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such system are adequate and operating effectively

21. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There were no significant material orders passed by the Regulators/Courts during the previous year which would impact the going concern status of the Company and its future operations.

22. NOMINATION AND REMUNERATION COMMITTEE

The Board has framed a policy on the recommendation of the Nomination and Remuneration Committee relating to remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees, along with the criteria for appointment and removal of the Directors, Key Managerial Personnel and Senior Management of the Company.

The Nomination and Remuneration Committee is fully empowered to determine /approve and revise, subject to necessary approvals, the remuneration of managerial personnel, after taking into account the financial position of the Company, trends in the industry, qualifications, experience, past performance and past remuneration, etc.

The policy is available at Company's website at https://www.cslfinance.in/ and may be accessed through the web link https://www.cslfinance.in/wp- content/uploads/2021/02/REMUNERATION-POLICY.pdf The other details with respect to committee composition and meetings are given in Board of Directors Section of Corporate Governance Report annexed to this Report.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments as per Section 186 of the Act by the Company have been disclosed in the notes to the Financial Statements.

24. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at workplace and has adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.

The same is posted on the website of the Company https://www.cslfinance.in/ and may be accessed through the web link https://www.cslfinance.in/wp- content/uploads/2021/02/CSL_ANTI-SEXUAL- HARASSMENT-POLICY.pdf

As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the year under review, there were no cases filed or reported pursuant to the provisions of the said Act. The same has also been disclosed in the Corporate Governance Report forming integral part of the Board's Report.

25. FAIR PRACTICE CODE (FPC)

The Company has in place, a Fair Practice Code approved by the Board in compliance with the guidelines issued by the RBI, to ensure better service and provide necessary information to customers to take informed decisions. The FPC is posted on the website of the Company https://www.cslfinance.in/ and may be accessed through the web link https://www.cslfinance.in/wp- content/uploads/2020/11/Fair_Practice_Code_CSL.pdf The FPC is also reviewed by the Board at frequent intervals to ensure its level of adequacy and appropriateness.

26. AUDITORS & THEIR REPORT

Statutory Auditors:

In terms of Section 139 of the Companies Act, 2013, M/s. Aggarwal & Rampal (FRN: 003072N), Chartered Accountants, Delhi have been appointed as Statutory Auditors of the Company at the 25th Annual General Meeting (AGM') of the Company held on 05th September, 2017, from the conclusion of the said AGM till conclusion of 30th Annual General Meeting, subject to ratification by the Members at every intervening Annual General Meeting.

The requirement of seeking ratification of the members for continuance of Statutory Auditors appointment has been withdrawn consequent upon the changes made by the Companies (Amendment) Act, 2017 w.e.f. 7th May, 2018. Hence, the resolution seeking ratification of the members for their appointment is not being placed at the ensuing Annual General Meeting.

The Statutory Auditors M/s. Aggarwal & Rampal, Chartered Accountants have issued their reports on Financial Statements for the year ended 31st March, 2021. There are no adverse remarks or qualifications in the said report. The Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Members are therefore requested to approve the Auditors' Report.

Secretarial Auditors:

In compliance with the provisions of Section 204 and other applicable provisions of Companies Act 2013, the Board of Directors in their Board Meeting held on 25th June, 2021 have appointed Mr. Nitin Panchal (COP: 19534), Proprietor of M/s. N. Panchal & Associates, Company Secretaries, Delhi as Secretarial Auditors to undertake secretarial audit of the Company for the financial year ended 31st March, 2021.

The Secretarial Audit Report is attached herewith marked as Annexure B and forms an integral part of this report.

The Report contains the following Observations:

1. E-Form MGT-14 has not been filed for the events as per details mentioned below:

a.) Appointment of Secretarial Auditor for financial year 2019-20 (Event Date 09-06-2020). b.) Resignation of Mr. Akash Gupta (KMP) & Appointment of Ms. Gunjan Khera (KMP) (Event Date 25-07-2020).

2. The Board was not constituted as per regulation 17(1) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 for Quarter ended June 2020, September 2020 & December 2020 as applicable on the basis of Market Cap of top 2000 Listed Companies. BSE Limited (Stock Exchange) has levied penalty of ^16,10,700/- in aggregate for the aforesaid non-compliance and Company has filed Representation Letter to the Stock Exchange and also Complied with aforesaid for the year ended 31st March, 2021.

Company's explanation on the aforesaid Observations-

As per the provisions stipulated under Reg. 17(1) of the Listing Regulations, the Board of Directors of top 2000 listed entities, based on market capitalization, were required to have at least 6 directors w.e.f. 01st April, 2020. However, due to Covid-19 Pandemic and frequent changes in the Secretarial Team of the Company, the Company could not even perceive that it was falling within the Top 2000 companies and that there can be a lapse in the number of directors appointed on its Board of Directors.

This compliance failure got inadvertently overlooked by the secretarial team and was not brought to the notice of the management. When it was brought to the notice of the management, the Company immediately appointed two Directors on its Board and complied with the provisions of Reg. 17(1) of SEBI (LODR) Regulations, 2015.

The Company has also filed its Representation Letter along with a Request Letter to BSE Limited regarding the said compliance and to waive off the penalty imposed.

Also, the Management was not made aware of nonfiling of the above mentioned e-forms MGT-14 which was the key responsibility area of the Secretarial Department. The management will take necessary steps to ratify the same.

Internal Auditors:

The Board has re-appointed M/s. R, Mahajan & Associates (FRN: 011348N), Chartered Accountants, Delhi as the Internal Auditors of the Company for the Financial Year 2021-22.

27. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return in Form MGT-7 as on 31st March, 2021 is available on the Company's website at https://www.cslfinance.in/ may be accessed through the web link: https://www.cslfinance.in/wp- content/uploads/2021/08/Annual-Return-AGM- 2021.pdf

28. COMPLIANCE ON SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors and on General Meetings issued by the Institute of Company Secretaries of India.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Board has constituted a Corporate Social Responsibility ("CSR") Committee in terms of the provisions of Section 135 of the Companies Act, 2013, read with Companies (Corporate Social Responsibility Policy) Rules, 2014. The composition and terms of reference of the CSR Committee is provided in the Corporate Governance report, forming part of this Report. The policy is available on the website of the Company at https://www.cslfinance.in/ may be accessed through the web link: https://www.cslfinance.in/wp-content/uploads/2019/11/CSR-Policy_CSL.pdf During the financial year 2020-21, the Corporate Social Responsibility (CSR) expenditure incurred by the Company was ^62.32 Lacs. The annual report on CSR activities undertaken during the financial year 2020-21 is in accordance with the provisions of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is appended as Annexure - "C" to this Report.

30. MEETING OF INDEPENDENT DIRECTORS

During the year under review, the meeting of Independent directors was held on 12th February, 2021 to review the performance of NonIndependent Directors, the Board as a whole and also to assess the quality, quantity and timelines of flow of information between the company management and the Board in line with the requirement of Listing Regulations, 2015 read with applicable provisions of Schedule IV of the Companies Act, 2013.

31. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Vigil Mechanism Policy aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Code of Conduct or policy. The mechanism provides for adequate safeguards against victimization of Directors and Employees and ensures that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. A copy of the Policy is available on the website of the Company and may be accessed through the web link https://www.cslfinance.in/wp- content/uploads/2020/08/Whistle-Blower- Policy_CSL.pdf

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THIS REPORT

There has been material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this report as stated below-

The Company has increased the Authorized Share Capital of the Company from Rs 9,40,00,000 (Rupees Nine Crore Forty Lakhs only) divided into 94,00,000 (Ninety Four Lakh) equity shares of Rs 10 each to Rs 20,00,00,000 (Rupees Twenty Crore only) divided into 2,00,00,000(Two Crore) equity shares of Rs10 each.

The Company has issued Bonus Shares to the holders of equity shares of the Company in the proportion of 2 (two) equity share of Rs10/- (Rupees Ten) each fully paid up for every 1 (One) equity share of Rs10/- (Rupees Ten) each fully paid up held as on the record date by capitalizing part of the sum standing in the Securities Premium Account of the Company as at 31th March, 2021.

33. PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, EXPENDITURE ON RESEARCH

The requirements of disclosure with regard to Conservation of Energy in terms of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, are not applicable to the Company since it doesn't own any manufacturing facility.

34. INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use or disposition of its assets commensurate with its size, scale and complexities of its operations. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with policy adopted by the company.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. All the transactions are properly authorised, recorded and reported to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

35. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year 2020-21, no amount was transferred to the Investor Education and Protection Fund (IEPF).

36. CSL EMPLOYEE STOCK OPTION SCHEME, 2016

With a view to attract, reward and retain talented and key employees in the competitive environment and to encourage them to align individual performance with Company objectives, the Company grants share based benefits to eligible employees under the ESOP Schemes. The Company's ESOS Scheme titled "CSL Employee Stock Options Scheme 2016" (CSL ESOS 2016) was approved by the members on September 30, 2016.

7,00,000 options are covered under the CSL ESOS, 2016 which is administered through CSL Employees Welfare Trust ('ESOP Trust').

The applicable disclosure under the ESOP Regulations is uploaded on the website of the Company (web link https://www.cslfinance.in/stock- exchange-updates/).

The details of the scheme along with grant wise details of options vested, exercised and cancelled have also been disclosed in Note 34 to the Financial Statements forming integral part of the Annual Report.

The Company has not issued any sweat equity shares or equity shares with differential rights during Fy2021. Certificate from Aggarwal & Rampal, Chartered Accountants, Statutory Auditors, with respect to the implementation of CSL ESOP, 2016 and its compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014 ('ESOP Regulations') would be placed before the members at the ensuing 29th AGM. The details of the scheme have also been disclosed in Note 34 to the Financial Statements forming integral part of the Annual Report.

37. DISCLOSURE PURSUANT TO RULE 5 OF COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure-"D" and forms part of this Report.

Other details in terms of Section 197(12) of the Companies Act, 2013 read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed herewith as Annexure-"D" and forms part of this Report.

38. CODE OF CONDUCT FOR DIRECTORS AND EMPLOYEES

The Company has adopted a Code of Conduct for its Directors and employees including a code of conduct for Independent Directors which suitably incorporates the duties of Independent Directors as laid down in the Companies Act, 2013. The said Codes can be accessed on the Company's website at https://www.cslfinance.in/ may be accessed through the web link:https://www.cslfinance.in/wp- content/uploads/2019/11/CSL-Code-of-Conduct.pdf In terms of the Listing Regulations, all Directors and Senior Management Personnel have affirmed compliance with their respective codes. The Managing Director has also confirmed and certified the same, which certification is provided at the end of the Report on Corporate Governance

39. LISTING OF SHARES

The shares of the Company are listed on BSE Limited (BSE). The applicable listing fees for the year upto F.Y. 2021-22 have been duly paid to BSE.

40. OTHER DISCLOSURES

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year alongwith their status as at the end of the financial year is not applicable to the Company.

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is also not applicable.

41. APPRECIATION

Your Directors would like to record their appreciation for the hard work and commitment of the Company's employees and warmly acknowledge the unstinting support extended by its bankers, alliance partners and other stakeholders in contributing to the results. We put our sincere thanks to the shareholders for the confidence reposed by them in the company and looking forward to have the same support in the coming time.

And last but not the least We mourn the loss of lives due to COVID-19 pandemic and are deeply grateful and have immense respect for every person who risked their life and safety to fight this pandemic

42. CAUTIONARY STATEMENT

Statements in the Board's Report and Management Discussion and Analysis, describing the Company's objectives, outlook, opportunities and expectations may constitute "Forward Looking Statements" within the meaning of applicable laws and regulations. Actual results may differ from those expressed or implied expectations or projections, among others. Several factors make a significant difference to the Company's operations including the government regulations, taxation and economic scenario affecting demand and supply, natural calamity and other such factors over which the Company does not have any direct control.

FOR & ON BEHALF OF THE BOARD
Sd/- Sd/-
(Rohit Gupta) (Ashok Kumar Kathuria)
Place: Noida Managing Director Director
Date: 11thAugust, 2021 DIN-00045077 DIN-0101305