To the Members,
The Board has the pleasure in presenting the 30* Annual Report and the Audited Financial Statements of the Company for the Financial Year ("FY") ended March 31,2024.
1. BACKGROUND
The Company was incorporated on November 09, 1993 under the Companies Act. 1956 as a Private Limited Company ‘Devipura Balaji Securities Sc Investments Private Limited and was later converted to a Public Limited Company under the name, ‘Devipura Balaji Securities Sc Investments Limited.
Devipura Balaji Securities Sc Investments Limited acquired K. K. Financial Sendees Private Limited on September 13, 2013 to commence carry on the business of non-banking financial institution without accepting deposits.
Pursuant to the aforesaid acquisition, the Company applied for name change to Registrar of Companies, Mumbai and received a Certificate of Registration approving change in name to 'Purple Finance Limited with effect from January 06, 2014.
Hon'ble NCLT, Mumbai Bench on 15th February, 2024 has approved merger by Scheme of Absorption of Canopy Finance Limited by Purple Finance Limited.
2. NATURE OF THE COMPANY'S BUSINESS
The Company is a Non-Systematically Important Non-Deposit taking NBFC and is m the business of providing small ticket secured loans to micro and small enterprises. The loan is given for the purposes of business expansion, asset purchase, construction renovation of business residential premises and working capital requirement.
The Company's business is based on 3 key pillars of execution as mentioned below:
• Differentiated strategy to enter the market and operate: The Company entered the market with a single product and in three states; Maharashtra, Gujarat and Madhya Pradesh. Recently, the Company has also entered in Uttar Pradesh. The focus helped the Company to understand the market and stream line the processes quickly.
• Tech-as-an-enabler for lean and agile operations: The customer on boarding process is fully digitalized and the Company makes a clear decision on approval of loans (go-no go) within 5 hours. The Company provides efficient sendees to its customers through its easy to use interface.
• Strong risk & governance for sustainability and profitability: The Company has a wide and robust risk and governance structure. The Company has a defined structure for overseeing, planning, and managing the implementation of daily operations.
3. FINANCIAL RESULTS
The performance of the Company for the Financial Year, ended March 31, 2024 is summarized below:
(Rs. in ‘000)
The Company's revenue from operations has increased from Rs. 2,55,52,625.02 - for the F.Y. 2022-23 to Rs. 4,42,24,283.29 for the F.Y. 2023-24. During the year under review, the Company has incurred a loss of Rs. 7,61,26,535.86/- agamst the loss of Rs. 6,32,78,422.78/- for the previous year.
The Company has forayed into retail secured loans recently and building up capabilities in technology, opening new branches, recruiting talent and expanding geography gradually. This build up phase involves higher initial cost. However, the retail secured lending market is very large and expanding rapidly. The Company is adopting "PHYGITAL" model which is cost efficient. The Directors are confident of robust growth in this segment and as the portfolio grows the operation cost as percentage of asset under management will reduce.
4. SHARE CAPITAL
The Issued, Subscribed and Paid-up Share Capital of the Company as on March 31 r 2024 was Rs. 33:61,49,540/- (Rupees Thirty Three Crores Sixty One Lacs Forty Nine Thousand Five Hundred and Fort}- Only) divided into 3,36,14,954 (Three Crores Thirty Six Lacs Fourteen Thousand Nine Hundred and Fifty Four) Equity Shares at a face value of Rs. 10 - (Ten) each fully paid up. The Shareholders of the Company consist of Individuals and Body Corporates.
The Paid-up Share Capital of the Company has increased from 23,02,19,530 - to Rs. 33,61,49,540 - pursuant to the approval of the Scheme of Merger by Absorption of Canopy Finance Limited by Purple Finance Limited by allotment of 1,05,93,001 Equity Shares having Face Value of Rs. 10 - each amounting to Rs. 10,59,30,010 - on 17th March, 2024.
The shares were allotted at a ratio of 1:1 i.e., 1 (one) equity share of Rs. 10 - each credited as fully paid up for every 1 (one) equity share of the Face value of Rs. 10/- each held by the Shareholders of Canopy Finance Limited.
5. DIVIDEND
As die Company has made a loss in the Financial Year, the Board of Directors have not recommended any dividend for the year.
6. RESERVE
No amount is transferred to reserves on account of loss in the Company.
7. REVIEW OF OPERATIONS OF THE COMPANY
The Company as on March 31, 2024 was operating with twenty branches. The number of employees as on March 31, 2024 was 160. The Company is doing small ticket loans backed by self-occupied residential or commercial properties. As on March 31, 2024 the Company has on boarded around 585 retail customers. The Company has adopted cutting edge technology through third party partners for on boarding of customers, underwriting and disbursement and is live on these systems. These systems give an advantage to your Company through speed to market, agility in customer acquisitions and portfolio monitoring. Tins technology- is secured and has adequate controls against cyber security risks. The Company- has a Human Resource Management Software for monitoring and engaging employees. The Company has robust risk management practices and fraud control measures to minimize credit and fraud risk. As on March 31, 2024, 2 loans of Canopy Finance Limited amounting to Rs. 7.34 lac were categorized as Non- Performing Assets (NPAs) and are now part of the Company's books. Out of the said amount, Rs. 5 lac has already been repaid byr the borrower and Rs. 2.34 lac remains outstanding as on date. The Company has adopted to high standards of corporate governance and practices through well-defined policies.
8. CHANGE IN THE NATURE OF BUSINESS
The Company is a registered Non-Banking Finance Company- ( NBFC ). The Company has forayed into new line of busmess of funding small ticket secured loans to Micro Enterprises since October, 2022. The Company^ had altered its object clause to include insurance solicitation as the main object of the Company pursuant to Shareholders approval on January 12, 2024. The Company- is in the process of obtaining Corporate Agency- License for Insurance Solicitation.
9. RISK MANAGEMENT
In today's challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The Company recognizes that risk is an integral part of business and is committed to managing the risk in proactive and efficient manner. The Company had adopted risk management system through framework of different policies and creating a robust internal monitoring processes to ensure sustainable business growth with stability and to promote a proactive approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the system establishes a structured and disciplined approach to Risk Management.
I. RISKS & CONCERNS:
The Company is exposed to specific risks that are particular to its business and the environment within which it operates. This includes market risk, credit risk, liquidity and mterest rate risk, regulatory risk, macro-economic risk, etc.
• Market Risk: The Company does not invest in market instruments therefore has limited exposure to market risk.
• Credit Risk: Credit risk is the risk arising out of default or failure on the part of borrowers in meeting their financial obligations towards repayment of loans. Thus, credit risk is a loss as a result of non-recovery of funds lent both on principal and interest counts. There is robust credit process with the risk oversight. The client selection is clearly defined, capability of repayment is rigorously assessed to reduce the defaults and since most of the loans are secured against assets which are valued by independent agencies and the loan to value ratio is restricted, chances of non-recoverability m case of default are minimized. The Company proposes to use various tools like portfolio analytics, bounce analysis, month on board analysis, early vintage analysis and net flow forward analysis to monitor early stress in the portfolio. These will be reported to senior management through Risk Management Committee periodically and if required course correction is undertaken.
• Liquidity- and Interest Rate Risk: The Company is exposed to liquidity risk principally, as a result of lending and investment for maturity- period which may differ from those of its funding sources. The Company will manage this risk by prudent management of resources including long term loans.
• Regulatory Risk: As an entity- m the financial services sector, the Company is subject to regulations by Indian governmental authorities, including the Reserve Bank of India. Their laws and regulations unpose numerous requirements on the Company, including asset classification and prescribed levels of capital adequacy, solvency requirements and liquid assets. There may be future changes in the regulatory- system or in the enforcement of the laws and regulations that could adversely affect the Company's performance. All the players are sensitive to this risk and any adverse effect is not isolated to the Company.
• Macro-economic Risk: Any unfavorable economic conditions, unstable political environment and changes in Government policies could impact the growth of the Company. Any slowdown in the Indian economy and in particular the financing business could adversely affect the Company's business. The rural economy is resilient and market is also very large, therefore any slowdown will have only temporary effect. •
• Operational Risk: The Company is exposed towards various operational risks in the course of its business relating to people, internal controls, processes, technology, infrastructure and other external factors. Towards minimizing operational risks, the Company has created 'maker-checker' rule in all processes. The Risk Management Committee monitors the operation processes. The Company believes its efforts to continuously strengthen its risk framework and portfolio quality will help it build a stable business franchise.
Access to capital and funds, both short term and long term, managing asset-liability mismatches and managing growth without compromising asset quality are some of the challenges faced by all the players, big and small, in the NBFC sector. Your Company is no exception to this. However, we constantly invest in people, processes, technology and systems to manage and mitigate these challenges. Strong credit underwriting processes, early warning checks, strong portfolio analytics to minimise portfolio delinquency are on-going efforts.
10. INTERNAL FINANCIAL CONTROLS:
The Management has laid down set of standards, processes and structure which enables to implement internal financial controls across the organization with reference to financial statements and that such controls are adequate and are operating effectively.
The Company has a proper and adequate system of internal financial controls commensurate with its nature and size of business and meets the following objectives:
• Providing assurance regarding the effectiveness and efficiency of operations;
• Efficient use and safeguarding of resources:
• Compliance with policies, procedures and applicable laws and regulations;
• Transactions being accurately recorded and reported timely; and
• The Company has a budgetary control system to monitor expenditures and operations against budgets on an ongoing basis.
11. CORPORATE SOCIAL RESPONSIBILITY
The provisions of the Companies Act, 2013 for C'SR are not applicable to the Company.
12. COMPLIANCE
The Company is registered with RBI as a NBFC-ND-ICC. The Company has complied with and continues to comply with all applicable laws, rules, circulars and regulations, including the Master Direction - Reserve Bank of India (Non-Banking Financial Company-Scale Based Regulation) Directions, 2023, as amended from time to time. The Company is categorized as a Base Layer NBFC as per the Master Direction of RBI and adheres to all the norms prescribed by RBI for Base Layer NBFCs.
13. PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS MADE UNDER SECTION 1S6 OF THE COMPANIES ACT. 2013
The details of Loans and Investments and guarantees covered under the provisions of Section 186 of the Act are given in the Notes to the Financial Statements forming part of Annual Report.
14. DIRECTORS
The Board of the Company has been duly constituted in accordance with the provisions of the Companies Act, 2013. As on the end of the Financial Year, the Company comprises of the following Directors:
Based on the confirmations received from Directors, none of the Directors are disqualified from appointment under the Companies Act, 2013.
During the year under review, there have been the following changes in the composition of the Board of Directors:
1. Appointment of Mr. Ajay Kumar Pandey as an Independent Director on 23r" June, 2023.
2. Appointment of Ms. Sumeet Sandhu as an Independent Director on 23rd June, 2023.
3. Resignation of Mr. Sunil Jomraj as a Non- Executive Director on 23rd June, 2023.
4. Appointment of Mr. Amit Sonawala as an Independent Director on 29th February, 2024.
5. Resignation of Mr. Satyaprakash Pathak as a Non- Executive Director w.e.f. 29" February', 2024.
In compliance with Companies Act, 2013 and pursuant to the Articles of Association of the Company, Ms. Minal Chaturvedi, Non- Executive Director retires by rotation and being eligible has offered herself for re- appointment. The Board recommends the same for the approval of the Shareholders.
The necessary resolution for re-appointment of Ms. Minal Chaturvedi forms pan of the Notice convening the Annual General Meeting. The profile and pamculars of experience that qualify- Ms. Minal Chaturvedi for Board membership, are disclosed in the said Notice.
15 NUMBER OF MEETINGS OF BOARD
The Board meets at regular intervals to discuss and decide on the Company's business policy and strategy apan from other Board busmesses. The Board exhibits strong operational oversight with regular presentations in quarterly meetings. The Board Committee Meetings are pre-scheduled well in advance to help them plan their schedule and ensure meaningful participation in the Meetings. Only in case of special and urgent business, if the need arises, the Board's or Committee's approval is taken by passing resolutions through circulation or by calling the Board Committee Meetings at short notice, as permitted by law. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision.
The Board of Directors of the Company met 8 (Eight) times during the Financial Year 2023-24 and the gap between the Meetings did not exceed 120 days, as prescribed under the relevant provisions of the Companies Act, 2013 and rules made thereunder. The details of the Board Meetings and the attendance of the Directors are given in Corporate Governance Report, which forms part of this Annual Report.
16. COMMITTEES OF THE BOARD:
As required under the Act, the SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 ("SEBI LODR Regulations' ) and RBI Master Directions, the Company has constituted the following statutory committees: 1) Audit Committee 2) Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Company also has non mandatory committees viz. Finance Committee and Risk Management Committee. In addition to the above, the Company has Committee of Executives viz. Management Committee, IT Committee, HR Executive Committee, Executive Risk Management Committee,
Asset Liability Management Committee and Operations Management Committee to review specific business, operational matters and other items that the Board may decide to delegate.
Details of all the statutory committees such as terms of reference, composition and meetings held during the year under review are provided in the Report on Corporate Governance which form part pan of this Annual Repon.
17. EVALUATION OF THE BOARD., ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual evaluation of its own performance and of the individual Directors as well as an evaluation of the working of all the Committees of the Board. The performance evaluation was carried out by seekmg inputs from all the Directors Members of the Committees, as the case may be.
The Board of the Company followed the criteria as specified in the Fit and Proper Criteria and the Code of Conduct Policies for evaluating the performance of the Board as a whole. Committees of the Board, Individual Directors and the Chairperson. The criteria for evaluation of the Board as a whole, mter alia, covered parameters such as Structure of the Board, Meetings of the Board, Functions of the Board and Board & Management. The criteria for evaluation of Individual Directors covered parameters such as knowledge and competency, fulfillment of functions, ability to function as a team, etc. The criteria for evaluation of the Board Committees covered areas related to mandate and composition, effectiveness of the Committee, structure of the Committee and Meetmgs, etc.
The feedback of the Independent Directors and the Board as a whole, the performance of the Chairperson of the Company and the assessment of the quality', quantity' and timeliness of flow of information between the Company, the Management and the Board which was taken into consideration by the Board in carrying out the performance evaluation.
IS. POLICY ON APPOINTMENT OF DIRECTORS AND REMUNERATION POLICY OF THE COMPANY
In accordance with the provisions of Section 178 of the Act, the Board of Directors have adopted a Nomination and Remuneration Policy ("NRC Policy").
The NRC Policy develops the competency requirements of the Board based on the industry and the strategy of the Company and recommends the reconstitution of the Board, as and when required. It also recommends to the Board, the appointment of Directors having good personal and professional reputation and conducts reference checks and due diligence of all Directors before recommending them to the Board. Besides the above, the NRC Policy ensures that the new Directors are familiarized with the operations of the Company and endeavors to provide relevant training to the Directors.
The NRC Policy for Directors, KMPs and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The NRC Policy aims to ensure that the level and composition of the remuneration of the Directors, Key Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to successfully run the Company.
Salient features of the Remuneration Policy, mter alia, includes:
• Remuneration in the form of Sitting Fees and Commission to be paid to Independent Directors and Non-Independent Non-Executive Directors, m accordance with the provisions of the Act and as recommended by the NRC Board;
• Remuneration to Managing Director Executive Directors Key Managerial Personnel and all other employees is reasonable and sufficient to attract, retain and motivate them to run the Company successfully and retain talented and qualified individuals suitable for their roles, in accordance with the defined terms of remuneration mix or composition; and
• No remuneration would be payable to Directors for services rendered in any other capacity unless the sen-ices are of a professional nature and the NRC Board is of the opinion that the Director possesses requisite qualification for die practice of the profession and approval of the Central Government has been received, if required, for paying the same.
The Company has also adopted a ‘Fit and Proper' Policy for ascertaining the 'fit and proper' criteria to be adopted at the time of appointment of Directors and on a continuing basis, pursuant to the RBI Master Directions for NBFCs.
19. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:
Your Company has adopted Corporate Governance Code which lays down in detail governance guidelines and practices that are required to be followed while taking decision on various matters. We consider it our inherent responsibility to disclose timely and accurate information regarding the operations and performance, leadership and governance of the Company.
Pursuant to the SEBILODR Regulations, Management Discussion and Analysis and the Corporate Governance Report forms part of this Annual Report. The Certificates from Twinkle Agarwal, Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance as stipulated by the SEBI LODR Regulations are attached to this report.
20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
The provisions of Regulation 34(2)(f) of the SEBI LODR Regulations are not applicable to the Company.
21. PERFORMANCE BASED VARL4.BLE PAYMENTS:
As approved by the Board of Directors in their Meeting held on 17tt September, 2022, the Company shall make performance based variable payments to Mr. Amitabh Chaturvedi, Executive Chairman of the Company on achieving certain milestones to be achieved by the Company such as Net Worth of Rs. 800 Crores, Advances of Rs. 2500 Crores and Profit Before Tax of Rs. 100 Crores.
The variable pay will be linked to the last traded price of equity shares of the Company of the immediate previous year. The amount payable as variable pay shall be computed on the basis of difference of last traded share price of the Company over the base price of Rs. 33/- as multiplied by 8,00,000 shares allocated to the Executive Chairman. The said amount of variable pay will be paid in 3 equal annual instalments with a restriction that no installment can exceed Rs. 10 Crores.
22. DECLARATION OF INDEPENDENCE
The Company has received the declarations from all the Independent Directors as per Section 149(7) of the Act and Regulation 16 (1) (b) of the SEBI LODR Regulations and the Board is satisfied that all the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Act and Regulation 16(1) (b) of the SEBI LODR Regulations. Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs ("MCA") vide its Notification dated October 22, 2019, regarding the requirement relating to enrollment in the data bank created by MCA for Independent Directors, had been received from all Independent Directors.
In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended. Independent Directors of the Company have included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs.
23. DIREC TORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systems established and maintained by the Company and the audit of internal financial controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2023-24.
Accordingly, pursuant to Section 134(3)(c) and 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:
• in the preparation of the annual accounts for the Financial Year ended 3 l5t March, 2024, the applicable accounting standards have been followed and there are no material departures;
• they have selected such accounting policies and applied them consistently and made judgments 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 and of the profit of the Company for that period;
• they have taken proper and sufficient care for the maintenance of adequate accounting records m accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
• they have prepared the Annual Accounts for the Financial Year ended March 31, 2024 on a going concern basis;
• they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
• they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
24.
Pursuant to the provisions of Section 203 of the Act, Mr. Sabyasachi Rath, Chief Executive Officer, Ms. Sonal Yira, Chief Financial Officer and Ms. Ruchi Nishar, Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.
25. MOIL MECHANISM WHISTLE BLOWER POLICY
The Company has established a Y'igil Mechanism for its Directors and employees to report their concerns or grievances. The said mechanism, inter alia, encompasses the Whistle Blower Policy, the mechanism for reporting of ethical concerns and it provides for adequate safeguards against victimization of persons who use it. The Policy is available on the website of the Company http: www.purplefinance.in.
26. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company is committed to providing and promoting a safe and healthy work environment for all its employees. A 'Prevention of Sexual Harassment' Policy, which is in line with the statutory requirements, along with a structured reporting and redressal mechanism, including the constitution of Internal Complaints Committee in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘'the POSH Act"), is in place.
During FY 2023-24, under the provisions of the POSH Act, no complaints were received.
27. STATUTORY AUDITORS
Ms. login Raval & Associates, Chartered Accountants (FRN: 12S5S6W) were appointed as the Statutory Auditors of the Company at the Annual General Meeting dated 15th May, 2023 of the Company to hold office till the conclusion of the Annual General Meeting of the Company for the Financial Year 2027-28. M s. Jogin Raval & Associates, Chartered Accountants have provided the Financial Statements of the Company for the Financial Year 2023-24 which forms part of this Annual Report. The Statutory Auditors have submitted an unmodified opinion on the audit of financial statements for the Financial Year 2023-24 and there is no qualification, reservation, adverse remark or disclaimer given by the Auditors m their Report.
28. COMMENTS OF THE BOARD OF DIRECTORS ON QUALIFICATIONS. RESERVATIONS MADE BY THE STATUTORY AUDITORS
The Auditor report is self-explanatory and there is no observation, qualification or adverse remarks or disclaimer made by the Auditor in their report.
29. INFORMATION ON MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Hon'ble NCLT, Mumbai Bench on 15th February, 2024 has approved the Scheme of Merger by Absorption of Canopy Finance Limited by Purple Finance Limited. As on 31‘: March, 2024, the Company had filed a listing application for listing of its equity shares on BSE Limited (BSE) and Calcutta Stock Exchange Limited (CSE). The shares of Purple Finance Limited are traded on BSE w.e.f. 14" June, 2024 and CSE w.e.f. 18:" June, 2024.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, there were no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in future.
31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the year under review, the Company did not enter into any material transaction (as defined in the Company's policy on related party transactions) with the related parties. All other transactions of the Company with related parties were in the ordinary course of business and at an arm's length. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, m Form AOC-2 is not applicable. Details of transactions with related parties are disclosed in the Notes to the Financial Statements, forming a part of this Annual Report.
32. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNING AND OUTGO
Conservation of energy, technology absorption is not applicable as the Company is not engaged in the manufacturing activity. No foreign exchange was earned during the period.
33. TRANSFER OFty CLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act: 2013 do not apply as there was no dividend declared and paid in the year under review.
34. REPORTING OF FRAUDS
There were no instances of frauds during the year under review, which required the Statutory Auditors to report to the Audit Committee and or the Board under Section 143(12) of the Act and the rules made thereunder.
35. ANNUALRETURN
In accordance with the provisions of Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the companies are required to publish a copy of the Annual Return on its website. The Extract of Annual Return is available on our website www.purplefinance.in.
36. RBI GUIDELINES
The Company is registered with Reserve Bank of India ("RBI"), as a non-deposit accepting NBFC f'XBFC- ND-ICC55) under Section 45-LA of the RBI Act, 1934. As per Non-Banking Finance Companies RBI Master Directions, the Directors hereby report that the Company did not accept any public deposits during the year and did not have any public deposits outstanding at the end of the year.
37. POLICIES OF THE COMPANY
The Board of Directors has formulated the following policies which are available on website of the company www.purplefinance.in.
1. Code Of Conduct for Directors and Senior Executives;
2. Code of Conduct for Independent Directors;
3. Directors Fit & Proper Criteria;
4. Nomination and Remuneration Policy;
5. Vigil Mechanism Whistle Blower Policy;
6. Fair Practice Code;
7. Policy for Related Party Transaction; and
8. Policy on Prevention of Sexual Harassment
38. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiaries, Joint Ventures and associate Companies as on March 31, 2024.
39. SECRETARIAL STANDARDS
During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.
40. EMPLOYEE STOCK OPTION SCHEME:
The Company currently has implemented the "Purple Finance ESOP Scheme 2022" wherein Stock options are granted to the eligible Employees and KMPs of the Company. The details of the Employee Stock Option Scheme as per Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 are as follows:
*K\1P includes managerial personnel as per Companies Act, 2013 only.
Disclosure in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is forming part of this annual report which is available on the website of the Company at the following link: www.purplefinance.in.
U5 employees of the Company have been categorized as a part of Promoter Group ow ing to the merger. Hence, 4,00,000 ESOPs out of the 29,31,000 reported above granted to such employees have been cancelled as on date.
41. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Information as per Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014
42. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENC Y AND BANKRUPTC Y CODE. 2016 (IBP
During the year, no applications were filed against the Company by any financial or operational creditors.
43. HUMAN RESOURCES
Your Company treats its "human resources'1 as one of its most important assets. Your Company continuously invests in retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway.
Your Company recognizes that Human Capital is one of the most critical assets of any business enterprise. Guided by this very philosophy the Company ensures recruitment of the most suitable talent to handle their respective roles, empowers them to discharge their duties well and provide an enabling environment for their professional growth. The Company has a well-defined on-boardmg process and well-structured post joining induction process. The onboarding and post joining is handled in a well-defined Human Resource Managemenl System (HRMS). The Company lays a lot of emphasis on imparting adequate training and regular training
sessions are organized covering business processes and procedures, customer service standards.
underwriting process, collection and credit disbursals functions and so on. As on March 31, 2024, the company had 160 permanent employees
44. ACKNOWLEDGEMENT
Your Directors place on record their sincere thanks to business associates, shareholders, consultants and various government authorities for their contmued support. The Directors also thank the executives, employees and staff of the Company for their valuable services and support during the year.