Dear Member(s),
The Board of Directors of Aditya Birla Sun Life AMC Limited (the
"Company" or "ABSLAMC") are pleased to present the 29th (Twenty
Ninth) Annual Report and the Audited Financial Statements (Consolidated and Standalone) of
the Company for the financial year ended 31st March, 2023 ("financial year under
review").
FINANCIAL SUMMARY AND HIGHLIGHTS
The highlights of the Consolidated and Standalone Financial Statements
are detailed hereunder.
The Company's financial performance for the financial year ended
31st March, 2023 as compared to the previous financial year ended 31st March, 2022 is
summarised below:
(Rs in Crore)
|
Consolidated |
Standalone |
Particulars |
|
|
|
|
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operations (Fees and
Commission) |
1,226.61 |
1,292.96 |
1,205.23 |
1,263.47 |
Profit Before Share of Exceptional Items and
Tax |
793.86 |
894.7 |
788.41 |
882.28 |
Exceptional Items |
- |
- |
- |
- |
Profit / (Loss) Before Tax |
793.86 |
894.7 |
788.41 |
882.28 |
Tax Expense |
197.48 |
221.93 |
197.48 |
221.92 |
Profit / (Loss) after Tax Attributable to: |
596.38 |
672.77 |
590.93 |
660.36 |
Owners of the Company |
596.38 |
672.77 |
590.93 |
660.36 |
Non-Controlling Interest |
- |
- |
- |
- |
Other Comprehensive Income Attributable |
5.49 |
2.63 |
(1.25) |
0.63 |
Total Comprehensive Income Attributable
to: |
601.87 |
675.4 |
589.68 |
660.99 |
Owners of the Company |
601.87 |
675.4 |
589.68 |
660.99 |
Non-Controlling Interest |
- |
- |
- |
- |
Profit / (Loss) Attributable to Owners of
the Company |
601.87 |
675.4 |
589.68 |
660.99 |
The above figures are extracted from the Consolidated and Standalone
Financial Statements prepared in accordance with Indian Accounting Standards ("IND
AS") as notified under Sections 129 and 133 of the Companies Act, 2013 ("the
Act") read with the Companies (Accounts) Rules, 2014 and other relevant provisions of
the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations"), as amended.
The Financial Statements of the Company are consolidated with that of
Aditya Birla Capital Limited ("ABCL"), the Holding Company which has adopted IND
AS. The Company has also prepared and submitted to ABCL, the Financial Statements in IND
AS Fair Value format.
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
For the financial year ended 31st March, 2023, on a Standalone basis,
the total revenue of the Company was Rs 1,331.59 Crore and net profit was Rs 590.93 Crore.
Key Highlights of the Company's performance for the financial year
ended 31st March, 2023 are as under:
Overall Mutual Fund Quarterly Average Assets Under Management
(QAAUM) in Q4 FY23 was Rs 275,204 Crore with a market share (excluding ETF) of 7.7%.
Overall Mutual Fund Closing Assets Under Management was Rs 262,292 Crore.
Mutual Fund Equity QAAUM in Q4 FY23 was Rs 115,827 Crore with
market share of 5.6%. Equity Closing Assets Under Management was Rs 111,135 Crore.
Mutual Fund Fixed Income QAAUM of the Company in Q4 FY23 was Rs
159,377 Crore with market share of 10.6%.
Consolidated Revenue of the Company for FY 2022-23 was Rs
1,353.71 Crore as against Rs 1,408.52 Crore in FY 2021-22.
Consolidated Profit Before Tax for FY 2022-23 was Rs 793.86
Crore as against Rs 894.70 Crore in FY 2021-22.
Consolidated Profit After Tax for FY 2022-23 was Rs 596.38 Crore
as against Rs 672.77 Crore in FY 2021-22.
Return on Equity for FY 2022-23 was 25.31% with a consistent
dividend paying track record.
ACCOUNTING METHOD
The Consolidated and Standalone Financial Statements of the Company
have been prepared in accordance with IND AS as notified under Sections 129 and 133 of the
Act read with the Companies (Accounts) Rules, 2014, as amended and other relevant
provisions of the Act.
In accordance with the provisions of the Act, applicable Accounting
Standards and the SEBI Listing Regulations, the Audited Standalone and Consolidated
Financial Statements of the Company for the financial year ended 31st March, 2023,
together with the Auditors' Report forms part of this Annual Report.
The Audited Financial Statements (including the Consolidated Financial
Statements) of the Company as stated above and the Financial Statements of each of the
Subsidiaries of the Company, whose financials are consolidated with that of the Company,
are available on the Company's website at https://
mutualfund.adityabirlacapital.com/shareholders/annual-reports.
MATERIAL EVENTS DURING THE YEAR
Approval received from International Financial Services Centres
Authority (IFSCA) to act as Registered Fund Management Entity (Non-Retail) and carry out
Alternative Investment Fund (AIF) and Portfolio Management Services (PMS) from Gujarat
International Finance Tec-City (GIFT CITY), Gandhinagar
The Company has been granted approval by IFSCA on 28th_November, 2022
to act as "Registered Fund Management Entity (Non-Retail)" and carry out AIF and
PMS through a branch office in International Financial Services Centre (IFSC) in India.
The Company's move of setting up a branch office at GIFT
CITY, Gandhinagar is a strategic step towards growth of its
international business, to expand its reach and service global clients, including NRIs for
investing in India.
HOLDING / SUBSIDIARIES / JOINT VENTURES / ASSOCIATE COMPANIES
Holding Company
During the financial year under review, Grasim Industries Limited
continued to remain the ultimate Holding Company and Aditya Birla Capital Limited
continued to be the Holding Company of the Company. Grasim Industries Limited and Aditya
Birla Capital Limited are listed at National Stock Exchange of India Limited and BSE
Limited. As per Regulation 16(c) of the SEBI Listing Regulations, the Company is
considered as a Material Subsidiary Company of Aditya Birla Capital Limited.
Subsidiaries
The Company had 5 (five) foreign subsidiaries including a step down
subsidiary (subsidiary by virtue of holding management shares) as on 31st March, 2023. As
required under Regulations 16(1)(c) and 46 of the SEBI Listing Regulations, the Board has
approved and adopted the Policy for determining Material Subsidiaries. The Policy is
available on the Company's website at
https://mutualfund.adityabirlacapital.com/-/media/bsl/
files/resources/policies-and-codes/policy-on-materiality-of-subsidiary.pdf. During the
financial year under review, the Company did not have any material subsidiaries.
Joint Ventures/Associates
The Company does not have any Joint Venture/ Associate Company.
TRANSFER TO RESERVES
The Company had transferred Rs 1.18 cores to the General Reserves for
the financial year ended 31st March, 2023.
DIVIDEND
During the financial year under review, the Company had declared an
interim dividend of Rs 5 per equity share of face value of Rs 5 each amounting to an
aggregate of Rs 144 Crore which was paid to the Shareholders of the Company whose name
appeared in the Company's Register of Members as on record date 24th_March, 2023.
Further, the Board of Directors have recommended payment of final dividend of Rs 5.25 per
equity share of face value of Rs 5 each for the financial year ended 31st_March, 2023,
subject to the approval of the Shareholders at the 29th_Annual General Meeting.
Accordingly, the total dividend pay-out pertaining to financial year 2022-23 i.e. interim
dividend along with the final dividend (if declared) would amount to around Rs 295 Crore.
Pursuant to the Finance Act, 2020, dividend income is taxable in the
hands of the Shareholders w.e.f. 1st April, 2020 and the Company is required to deduct tax
at source (TDS) from dividend paid to the Shareholders at prescribed rates as per the
Income-tax Act, 1961.
The dividend declared/recommended is in accordance with the principles
and criteria as set out in the Company's policy on Dividend Distribution. The
Dividend Distribution Policy of the Company is available on the Company's website at
https://mutualfund.adityabirlacapital.com/-/media/bsl/files/
resources/policies-and-codes/abslamc-dividend-distribution-policy--081021.pdf.
SHARE CAPITAL
As on 31st March, 2023, the authorized share capital of the Company was
Rs 160 Crore comprising of 320,000,000 equity shares of Rs 5 each and the paid-up equity
share capital of the Company was Rs 144 Crore comprising of 288,000,000 equity shares of
Rs 5 each. There was no change in paid-up equity share capital of the Company, during the
financial year under review.
During the financial year under review, the Company did not issue any
equity shares or convertible securities.
DEPOSITORY
As on 31st March, 2023, the Company's entire paid-up equity share
capital was held in dematerialised mode. The Company's equity shares are compulsorily
tradable in electronic form.
INVESTMENT IN SUBSIDIARIES
During the financial year under review, the Company had not infused
capital in its subsidiaries. Further, details of investment in subsidiaries are stated in
the Notes to the Financial Statements forming part of this Annual Report.
PUBLIC DEPOSITS
The Company, being an Asset Management Company, primarily governed by
SEBI (Mutual Funds) Regulations, 1996 has not accepted any deposits from the public during
the financial year under review, in accordance with Section 73 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014.
PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN OR
SECURITY PROVIDED
Details of loans, guarantees and investments, if any, covered under the
provisions of Section 186 of the Act are provided in the Notes to the Financial
Statements.
CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION
The Company is in financial services industry and does not consume high
levels of energy. However, regular efforts are made to adopt appropriate energy
conservation measures and technology absorption methods. The particulars regarding
conservation of energy and technology absorption as required to be disclosed pursuant to
provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 are not relevant to the Company's activities.
However, some of the steps taken by the Company for conservation of
energy include:
The Company is committed to reducing negative environmental
impact.
The Company has tied up with ViaGreen, an organization that
helps us in waste management and recycling.
Most of the offices of the Company have installed LED lights
making them very energy-efficient.
As a step towards further reducing the environmental impact, the
documents for Board and Committee meetings of the Company are transmitted electronically
using a secure web-based application, thereby saving paper.
The energy saving measures taken also includes selecting and
designing offices to facilitate maximum natural light utilisation, video-conferencing
facilities across all offices to reduce the need of employee travel, digital learning
initiatives for employees, optimised usage of lights and continuous monitoring and control
of the operations of the air conditioning equipment as well as elimination of
non-recyclable plastic in offices.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The foreign exchange earnings during the financial year under review
was Rs 4.33 Crore as compared to Rs 0.65 Crore during the previous year. The foreign
exchange expenditure during the financial year under review was Rs 16.51 Crore as compared
to Rs 14.40 Crore during the previous financial year.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details, as required
under Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are enclosed as Annexure I to
the Board's Report.
Details as required under Section 197(12) of the Act read with Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, with respect to information of employees of the Company will be provided upon
request by a Member. In terms of the provisions of Section 136(1) of the Act, the Annual
Report is being sent to all the Members of the Company whose email address(es) are
registered with the Company / Depository Participants, excluding the aforesaid details
which shall be made available for inspection by the Members. If any Member is interested
in obtaining a copy thereof, the Member may write to the Company Secretary at the
Registered Office of the Company in this regard or send an email to
abslamc.cs@adityabirlacapital.com.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Company forms part of the top 1000 listed entities on National
Stock Exchange of India Limited and BSE Limited as on 31st_March, 2023. Accordingly,
pursuant to Regulation 34(2) of SEBI Listing Regulations, Business Responsibility and
Sustainability Report forms part of this Annual Report, describing the initiatives taken
by the Company from environmental, social and governance perspective. The said report is
also available on the Company's website at https://mutualfund.adityabirlacapital.
com/shareholders/annual-reports.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY
There were no material changes and commitments affecting the financial
position of the Company from the end of the financial year up to the date of this Report.
CHANGE IN NATURE OF BUSINESS
During the financial year under review, there has been no change in the
nature of business of the Company.
EMPLOYEE STOCK OPTION PLAN
Employee Stock Options have been recognised as an effective instrument
to attract talent and align the interest of employees with that of the Company, thereby
providing an opportunity to the employees to share in the growth of the Company and to
create long term wealth in the hands of employees, thereby acting as a retention tool.
In view of above, the Company has adopted "Aditya Birla Sun Life
AMC Limited Employee Stock Option Scheme 2021" ("ESOP Scheme 2021") for the
benefit of the employees of the Company and its Subsidiaries. During the financial year
under review, the Company granted 658,529 Stock Options in aggregate, comprising of
645,337 Options and 13,192 Restricted Stock Units, to the eligible employee(s) under ESOP
Scheme 2021.
There were no material changes made to the ESOP Scheme 2021 during the
financial year under review. The details/ disclosure(s) on the aforesaid ESOP Scheme 2021
as required to be disclosed under the SEBI (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021 are available on the Company's website at
https://mutualfund.adityabirlacapital. com/shareholders/annual-reports. The certificate
from the Secretarial Auditor of the Company on the implementation of the ESOP Scheme 2021
will be made available at the ensuing Annual General Meeting of the Company for inspection
by the Shareholders.
Further, Aditya Birla Capital Limited ("ABCL") had adopted
"Aditya Birla Capital Limited Employee Stock Option Scheme 2017" ("Scheme
2017") for the benefit of the employees of ABCL and its Subsidiaries. The
Shareholders of ABCL, vide their resolution passed on 19th July, 2017 had extended the
benefits and coverage of the Scheme 2017 to the employees of its Subsidiary Companies.
Thereafter, the Shareholders of the Company at its meeting held on 10th August, 2017 had
approved the extension of benefits of the Scheme 2017 to the permanent employees in the
management cadre of the Company.
Employee Stock Appreciation Rights Scheme
During the financial year under review, the Company had adopted a
long-term incentive plan namely, "Aditya Birla Sun Life AMC Limited Stock
Appreciation Rights Scheme 2022" (SAR 2022') for the welfare of its
employees and those of its subsidiaries. Under SAR 2022, cash incentive benefits are
provided to the eligible employees through grant of Stock Appreciation Rights. The Company
has not granted any Stock Appreciation Rights as on 31st March, 2023.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34(2) of SEBI Listing Regulations, the
Management Discussion and Analysis Report for the financial year under review forms part
of this Annual Report.
CORPORATE GOVERNANCE REPORT
The Corporate Governance Report as stipulated under Regulation 34(3)
read with Schedule V of the SEBI Listing Regulations forms part of this Annual Report. The
requisite certificate from M/s. Makarand M. Joshi & Co., Practicing Company
Secretaries on compliance with the requirements of Corporate Governance is enclosed as Annexure
II to the Board's Report.
STATEMENT CONTAINING SALIENT FEATURES OF THE FINANCIAL STATEMENTS OF
SUBSIDIARIES
A report on the performance and financial position of the
Company's Subsidiaries as per the Section 129(3) of the Act and the rules made
thereunder in the prescribed Form AOC-1 is enclosed as Annexure III to the
Board's Report.
RISK MANAGEMENT
Risk Management is at the core of the business and ensuring the right
risk return trade off in keeping with risk appetite is the essence of Risk Management.
Company's robust Risk Management Framework monitors firm-wide Governance, Risk and
Compliance. The risk management philosophy focuses on the following organizational
structure to manage risks through the following three lines of defense:
First is the Line Management (Functional Heads) to ensure that
accountability and ownership is as close as possible to the activity that creates the
risks;
Second is Risk Oversight including its Risk & Compliance
Function and the Risk Management Committees (RMCs); and
Third is Independent Assurance by Internal Audit, conducted by
Independent Internal Auditors whose work is reviewed by the Audit Committee.
The Board has constituted a Risk Management Committee as required under
Regulation 21 of the SEBI Listing Regulations and SEBI (Mutual Funds) Regulations, 1996 to
frame, implement and monitor the risk management plan of the Company and the Schemes of
the Mutual Fund.
The objectives and scope of the Risk Management Committee broadly
include:
Risk Identification;
Risk Assessment;
Risk Response and Risk Management Strategy; and
Risk Monitoring, Communication and Reporting.
Over the years, the Company has built a strong Risk Management
Framework supported by well-established policies and procedures and a talented pool of
Risk Professionals.
Further, the Company has adopted the Risk Management Framework
prescribed by SEBI through circular dated 27th_September, 2021. Through this framework,
the Company has devised the mechanism for identifying and measuring the Company level and
Mutual Fund's Scheme level risk appetite and setup a robust risk control assessment
mechanism to report key emerging risks and control environment at functional level to the
Management and the Board of the Company.
The Company has an Enterprise Risk Management Framework in place, which
includes key risk management activities such as risk identification, risk assessment, risk
response and risk management strategy. The identified risks are evaluated and managed by
either avoidance, transfer, mitigation or retention. The risks faced can be broadly
classified as reputation risk, people risk, regulatory risk, operational risk, investment
risk, strategic risk and business risk. Close monitoring and control processes, including
the establishment of appropriate key risk indicators and key performance indicators are
put in place to ensure that risk profiles are managed within policy limits.
The Company's Investment function operates under the Investment
Governance Framework approved by the Investment Committee and the Board. The framework
helps in not only ensuring regulatory compliance but also provides the framework for
management and mitigation of the risks associated with investments.
The Company has implemented an Operational Risk Management Framework to
manage specific risks that may arise from inadequate or failed internal processes, people,
systems, or external events. To manage and control such risks, the Company uses various
tools including self-assessments, operational risk event management and key risk indicator
monitoring. The Company recognises that information is a critical business asset and
accordingly, the Company has an Information Security and Cyber Security Framework that
ensures all information assets are safeguarded by establishing comprehensive management
processes throughout the organization.
The risk management systems and procedures that are in place
demonstrate the commitment of the Company towards working ethically and functioning
profitably while maintaining compliance with best practices, applicable laws, rules and
regulations. They are intended to provide reasonable but not absolute assurance against
material misstatements or loss, as well as to ensure the safeguarding of assets, the
maintenance of proper accounting records, the reliability of financial information and the
identification and management of business risks.
The detailed Risk Management Framework is enclosed as Annexure IV
to the Board's Report.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the financial year under review, all transactions entered into
by the Company with related parties were in ordinary course of business and on an
arm's length basis and were not considered material as per the provisions of Section
188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and
Regulation 23 of the SEBI Listing Regulations. Hence, disclosure in form AOC-2 under
Section 134(3)(h) of the Act, read with the Rule 8 of the Companies (Accounts of
Companies) Rules, 2014, is not applicable.
Prior approval of the Audit Committee is obtained for Related Party
Transactions ("RPTs") which are of a repetitive nature and entered into in the
ordinary course of business and at arm's length. A statement on RPTs specifying the
details of the transactions, pursuant to each omnibus approval granted, is placed on a
quarterly basis for review by the Audit Committee.
Pursuant to Regulation 23(9) of SEBI Listing Regulations, disclosures
of RPTs are submitted to the stock exchanges on a half-yearly basis and published on the
Company's website at https://mutualfund.adityabirlacapital.com/shareholders/
announcements-and-updates
There were no material transactions entered into with related parties
during the period under review, which may have had any potential conflict with the
interests of the Company at large. The details of transactions with related parties of the
Company for the financial year under review, are given in Notes to the Financial
Statements, which forms part of this Annual Report.
The policy on Related Party Transactions is available on the
Company's website at https://mutualfund.adityabirlacapital.
com/-/media/bsl/files/resources/policies-and-codes/policy-on-related-party-transaction-060422.pdf.
INTERNAL FINANCIAL CONTROLS
The Company has well-established internal control systems in place
which commensurate with the nature of its business and size and scale and complexity of
its operations. Standard operating procedures (SOP) and Risk Control Matrices designed to
provide a reasonable assurance are in place and are being continuously monitored and
updated. Internal audits are undertaken on periodic basis to independently validate the
existing controls as per scope assigned to Internal Audit Function. The Internal Audit
Plan is approved by the Audit Committee at the beginning of the year to ensure that the
coverage of the areas is adequate. Internal Audit Reports are regularly reviewed by the
Management and corrective action is initiated to strengthen controls and enhance the
effectiveness of existing systems.
Significant audit observations, if any, are presented to the Audit
Committee along with the status of Management actions and the progress of implementation
of recommendations. During the financial year under review, no material or serious
observation was identified for inefficacy or inadequacy of such controls.
The Company also periodically engages outside experts to carry out
independent review of the effectiveness of various business processes. The observations
and best practices suggested are reviewed by the Management and Audit Committee and
appropriately implemented with a view to continuously strengthen internal controls.
INTERNAL AUDIT
The Company has in place an adequate Internal Audit Framework to
monitor the efficacy of internal controls with the objective of providing to the Audit
Committee and the Board of Directors, an independent and reasonable assurance on the
adequacy and effectiveness of the organization's risk management, internal control
and governance processes. The framework is commensurate with the nature of the business,
size, scale and complexity of its operations with a risk based internal audit approach.
The Internal Audit Plan is developed based on the risk profile of
business activities of the organization. The Audit Plan covers process audits at the head
office and across various branches of the organization. The Internal Audits are carried
out by an independent external firm and supported by an in-house internal audit team of
the Company. The Audit Plan is approved by the Audit Committee, which regularly reviews
the compliance to the plan.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act and to the best of their
knowledge and belief and according to the information and explanations obtained from the
Management, Directors of the Company state that:
i) in the preparation of the Annual Accounts for the financial year
ended 31st March, 2023, the applicable accounting standards have been followed and there
were no material departures from the same;
ii) the Directors had 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 as at 31st March, 2023
and of the profit of the Company for financial year ended on that date;
iii) the Directors had taken proper and sufficient care 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 Directors had prepared the Statement of Accounts for the
financial year ended 31st March, 2023 on a going concern basis'; v) the
Directors had laid down Internal Financial Controls and that such Internal Financial
Controls were adequate and were operating effectively; and
vi) the Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31st March, 2023, the Board of Directors of the Company comprised
of 10 (ten) Directors including 1 (one) Woman Independent Director.
Appointment
During the financial year under review, Mr. Amrit Kanwal was appointed
as an Additional Director (Non-Executive), representative of Sun Life (India) AMC
Investments Inc with effect from 26th April, 2022. The said appointment of Mr. Amrit
Kanwal as Non-Executive Director was approved by the Shareholders at the 28th Annual
General Meeting of the Company held on 21st July, 2022, in accordance with the provisions
of the Act and the SEBI Listing Regulations.
Mrs. Vishakha Mulye was appointed as an Additional Director
(Non-Executive) representative of Aditya Birla Capital Limited with effect from 27th
October, 2022. The said appointment of Mrs. Vishakha Mulye as Non-Executive Director was
approved by Shareholders vide resolution passed through postal ballot on 29th December,
2022, in accordance with the provisions of the Act and the SEBI Listing Regulations.
Further, Mr. Supratim Bandyopadhyay has been appointed as an Additional Director
(Non-Executive Independent) with effect from 1st June, 2023. Approval of the Shareholders
is being sought at the ensuing Annual General Meeting for regularisation of appointment of
Mr. Supratim Bandyopadhyay as Non-Executive Independent Director of the Company.
Resignation /Retirement
Mr. Harish Engineer resigned as an Independent Director with effect
from 30th April, 2023. Mr. Kumar Mangalam Birla, Chairman, (Non-Executive Director) of the
Company resigned with effect from close of business hours of 19th April, 2023. Mr. Ajay
Srinivasan, Non-Executive Director representative of Aditya Birla Capital Limited resigned
with effect from 4th_OctoberRs 2022. Mr. Colm Freyne, Non-Executive Director,
representative of Sun Life (India) AMC Investments Inc resigned with effect from 25th
April, 2022. There were no other material
Annual Report 2022-23 53 reasons for resignation of the
aforesaid Directors. Further, Mr. Bharat Patel retired as an Independent Director with
effect from close of business hours of 26th June, 2022, upon completion of his second term
as an Independent Director.
The Board placed on record its sincere appreciation for the valuable
contributions made by Mr. Harish Engineer, Mr. Kumar Mangalam Birla, Mr. Ajay Srinivasan,
Mr. Colm Freyne and Mr. Bharat Patel during their tenure as Directors of the Company.
RETIREMENT BY ROTATION
Pursuant to Section 152 of the Act read with the Articles of
Association of the Company, Mr. Sandeep Asthana, Non-Executive Director retires from the
Board by rotation and being eligible, offers himself for re-appointment at the ensuing
Annual General Meeting of the Company.
The Nomination, Remuneration and Compensation Committee of the Company
and the Board of Directors have recommended the re-appointment of Mr. Sandeep Asthana. The
information as required to be disclosed under Regulation 36(3) of the SEBI Listing
Regulations in case of re-appointment of Mr. Sandeep Asthana is provided in the Notice of
the ensuing Annual General Meeting.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have submitted the declaration of
Independence, pursuant to the provisions of Section 149(7) of the Act and Regulation 25(8)
of the SEBI Listing Regulations, stating that they meet the criteria of Independence as
provided in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI Listing
Regulations and they are not aware of any circumstance or situation, which exist or may be
reasonably anticipated, that could impair or impact their ability to discharge their
duties with an objective Independent judgment and without any external influence. The
Board is of the opinion that the Independent Directors of the Company possess requisite
qualifications, experience, expertise and hold the highest standards of integrity.
All Independent Directors of the Company have registered their name in
the data bank maintained with the Indian Institute of Corporate Affairs in terms of the
provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014.
KEY MANAGERIAL PERSONNEL _KMP_
In terms of the provisions of Sections 2(51) and 203 of the Act, read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr.
A. Balasubramanian, Managing Director & Chief Executive Officer (CEO), Mr. Parag
Joglekar, Chief Financial Officer (CFO) and Ms. Hemanti Wadhwa, Head Legal,
Compliance & Secretarial are the Key Managerial Personnel of the Company.
FIT AND PROPER CRITERIA
All the Directors meet the fit and proper criteria as stipulated under
SEBI (Mutual Fund) Regulations, 1996 and SEBI (Intermediaries) Regulations, 2008 (as
amended from time to time).
ANNUAL PERFORMANCE EVALUATION
The evaluation framework for assessing the performance of the Directors
of the Company comprises of contributions at the Meeting(s) and strategic perspective or
inputs regarding the growth and performance of the Company, amongst others.
Pursuant to the provisions of the Act and SEBI Listing Regulations and
in terms of the Framework of the Board Performance Evaluation, the Board of Directors have
carried out an annual performance evaluation of the Board as-a-whole, performance of
various Committees of the Board, Individual Directors, the Chairman and the Managing
Director & CEO. A separate meeting of the Independent Directors was also held during
the year under review for the evaluation of the performance of Non-Independent Directors,
performance of the Board as-a-whole and that of the Chairman. The manner in which the
evaluation has been carried out has been set out in the Corporate Governance Report, which
forms part of this Annual Report.
Outcome of the evaluation
The Board of Directors were satisfied with the functioning of the Board
and its Committees. The Committees are functioning well and besides covering the
Committees' terms of reference, as mandated by law, important issues are brought up
and discussed in the Committee meetings. The Board was also satisfied with the
contribution of Directors, in their individual capacities.
MEETINGS OF THE BOARD AND ITS COMMITTEES
Board
The Board meets at regular intervals, inter-alia, to discuss and decide
on the Company's performance and strategies. During the financial year under review,
the Board met 7 (Seven) times on 26th April, 2022, 11th May, 2022, 26th July, 2022,
2nd_August, 2022, 27th October, 2022, 27th January, 2023 and 16th_March, 2023.
Further details on the Board Meetings are provided in the Corporate
Governance Report, which forms part of this Annual Report.
Audit Committee
The Board of Directors have constituted an Audit Committee with its
composition, quorum, powers, role and scope in line with the applicable provisions of the
Act, SEBI Listing Regulations and SEBI (Mutual Funds) Regulations, 1996.
During the financial year under review, the Audit Committee reviewed
the internal controls put in place to ensure that the accounts of the Company are properly
maintained and that the accounting transactions are in accordance with prevailing laws and
regulations. In conducting such reviews, the Committee found no material discrepancy or
weakness in the internal control system of the Company.
Further details on the Audit Committee, its Meetings, composition, and
attendance are provided in the Corporate Governance Report, which forms part of this
Annual Report.
During the financial year under review, all recommendations made by the
Audit Committee were accepted by the Board.
Nomination, Remuneration and Compensation Committee
The Board of Directors have constituted a Nomination, Remuneration and
Compensation Committee ("NRCC"), with its composition, quorum, powers, role and
scope in line with the applicable provisions of the Act and SEBI Listing Regulations.
The NRCC has formulated a policy on remuneration under the provisions
of Section 178(3) of the Act, which is enclosed as Annexure V to the Board's
Report and the same is uploaded on the website of the Company at https://mutualfund.
adityabirlacapital.com/-/media/bsl/files/resources/
policies-and-codes/executive-remuneration-policy-amc.pdf.
Further, details on the NRCC are provided in the Corporate Governance
Report, which forms part of this Annual Report.
Other Board Committees
The Board of Directors have also constituted the following Committees
of the Board under the relevant provisions of the Act read with the applicable SEBI laws:
Risk Management Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Product Committee
Details of mandatory Committees of the Board as per the Act and SEBI
Listing Regulations are provided in the Corporate Governance Report, which forms part of
this Annual Report.
ANNUAL RETURN
Pursuant to the provisions of Section 92(3) read with Section 134(3)(a)
of the Act, the Annual Return for the financial year 2022-23 is available on the
Company's website at https://
mutualfund.adityabirlacapital.com/shareholders/annual-reports
AUDITORS
Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the Companies
(Audit and Auditors) Rules, 2014, as amended, S._ R._ Batliboi & Co. LLP, Chartered
Accountants, (Firm Registration No.: 301003E/E300005) were appointed as Statutory Auditor
of the Company for a term of 5 (Five) years i.e. from the conclusion of 25th Annual
General Meeting till the conclusion of 30th Annual General Meeting of the Company.
The observation(s) made in the Auditors' Report are
self-explanatory and therefore, do not call for any further comments under Section
134(3)(f) of the Act. The Auditors' Report does not contain any qualification,
reservation, adverse remark or disclaimer.
Secretarial Auditors
Pursuant to the requirements of Section 204(1) of the Act read with
Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company had re-appointed M/s. Makarand M Joshi & Co, Practicing Company
Secretaries, to conduct the Secretarial Audit for the financial year under review. The
Secretarial Audit Report in Form MR-3 for the financial year under review, as received
from M/s. Makarand M Joshi & Co, Practicing Company Secretaries, is enclosed as Annexure
VI to the Board's Report. The observation made in the Secretarial Audit Report is
self-explanatory and therefore, do not call for any further comments.
The Annual Secretarial Compliance Report received from M/s. Makarand M
Joshi & Co, Practicing Company Secretaries for the financial year under review,
pursuant to the Regulation 24A of the SEBI Listing Regulations is available on the website
of the Company and can be accessed at https://mutualfund.
adityabirlacapital.com/-/media/bsl/files/resources/
shareholder-intimation/secretarial-compliance-report-for-the-year-ended-march-31-2023.pdf.
COST AUDIT
The provisions of Cost Records and Cost Audit as prescribed under
Section 148 of the Act, are not applicable to the Company.
REPORTING OF FRAUDS BY AUDITORS
During the financial year under review, neither the Statutory Auditor
nor the Secretarial Auditor have reported to the Audit Committee, under Section 143 (12)
of the Act, any instances of fraud committed against the Company by its officers or
employees, the details of which would need to be mentioned in the Board's report.
CORPORATE SOCIAL RESPONSIBILITY
In accordance with Section 135 of the Act, the Company has a Corporate
Social Responsibility (CSR) Committee. The CSR Committee has formulated and recommended to
the Board, a Corporate Social Responsibility Policy ("CSR Policy") indicating
the CSR activities to be undertaken by the Company, which has been approved by the Board.
The CSR Policy is available on the Company's website at
https://mutualfund.adityabirlacapital.
com/-/media/bsl/files/resources/csr/abslamc-revised-csr-policy.pdf
As a part of its initiatives under CSR, the Company has undertaken
projects in the areas of Education, Health and Women Empowerment & Sustainable
Livelihood. The projects are also in line with the Statutory requirements under the Act
and Company's CSR Policy.
During the financial year 2022-23, the Company had spent Rs 114,800,000
on various CSR projects including overhead costs and Impact Assessment cost. The unspent
CSR amount of Rs 13,900,000 is towards ongoing CSR projects and the same has been
transferred to the unspent CSR account and shall be spent as per the Annual CSR Plan for
financial year 2022-23.
The Annual Report on CSR activities for financial year 2022-23 as per
the Rule 8 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended
is enclosed as Annexure VII to the Board's Report.
WHISTLE BLOWER POLICY / VIGIL MECHANISM
In compliance with the provisions of Section 177(9) of the Act read
with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation
22 of the SEBI Listing Regulations, the Company has formulated a Whistle Blower Policy/
Vigil Mechanism for Directors and Employees to report concerns, details of which are
covered in the Corporate Governance Report, which forms part of this Annual Report.
The said policy is available on the Company's website at
https://mutualfund.adityabirlacapital.com//media/bsl/files/resources/policiesandcodes/whistleblower_policy_
amc_200622.pdf.
POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a policy which is in line with the
requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition &
Redressal) Act, 2013. An Internal Committee has been set up to redress complaints, if any,
received regarding sexual harassment of women. The Company has complied with the
provisions relating to the constitution of Internal Committee under the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees) are covered under this policy. We further
state that during the financial year under review, there were no complaints received/
cases filed / cases pending under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
HUMAN RESOURCES
The Company has always aspired to be an organization and a workplace
which attracts, retains, and provides a canvas for talent to operate.
The Company believes that meaning at work is created when people relate
to the purpose of the organization, feel connected to their leaders and have a sense of
belonging. Our focus stays strong on providing our people a work environment that welcomes
diversity, nurtures positive relationships, provides challenging work assignments and
provides opportunities based on meritocracy for people to grow and build their careers
with us in line with their aspirations.
As on 31st March, 2023, the employee strength of the Company was 1205.
Talent Management
Building a strong future ready talent pool and robust leadership
succession pipeline continue to be priority areas for the organisation. We continued to
give prominence in identifying and developing our high potential employees and steered
towards more holistic, comprehensive, and future oriented development interventions for
them.
During the financial year under review, Structural changes were
undertaken to strengthen the Retail Sales function by aligning people's aspiration to
their career goals thereby building organizational capabilities and providing larger roles
to talent pool members.
Employee Wellness and Engagement
The Company constantly strives to provide a happy, vibrant and engaging
work environment. The Company welcomed back its employees to work and significant
attention was given to help them restart and settle comfortably through support mechanisms
and flexibility. Revitalising a culture of connect and camaraderie has been yet another
area of significant attention of the Company.
The Company continues to reinforce the importance of health and
wellbeing through wellness programs and initiatives like regular Health Assessments,
Health Management Programs.
The Company's comprehensive wellness program for employees
launched last year gained impetus and saw greater uptake. With wider offerings and health
management initiatives, the Company aims to ensure that every employee invests in
improving their health and wellness.
Learning
The Company's learning interventions are focused to enable
employees to do better in their roles. The Company has introduced various initiatives to
enhance functional & behavioural capabilities of the employees. The Company's
Sales Learning Architecture is a sharper & stronger blend of Domain & Product
knowledge, Selling skills & awareness of the sales process & tools like VYMO.
Interventions are customised to suit requirements of new & existing employees of both
sales & non-sales. While executing the initiatives, the Company leverages a blend of
People, Classroom, Learning Journals, App based and Virtual training platforms to gain
maximum impact.
An AI enabled learning app provides employees easy access to super
personalized content that meets their unique individual requirements with the flexibility
to learn anytime from anywhere. Over 31K+ relevant courses, videos & webinars were
hosted on Gyanodaya Virtual Campus (GVC) which is Aditya Birla Group's e-Learning
platform, and these were leveraged by our employees to enhance their skills and knowledge.
SECRETARIAL STANDARDS
The Company is in compliance with the Secretarial Standards specified
by the Institute of Company Secretaries of India on Meetings of the Board of Directors
(SS-1) and General Meetings (SS-2).
CODE FOR PROHIBITION OF INSIDER TRADING
Pursuant to SEBI (Prohibition of Insider Trading) Regulation 2015, as
amended, the Company has a Board approved Code of Conduct on Prohibition of Insider
Trading for Securities of Aditya Birla Sun Life AMC Limited and a Code of Practices and
Procedures for Fair Disclosure of Unpublished Price Sensitive Information.
Further details on the same form part of the Corporate Governance
Report.
AWARDS AND CERTIFICATIONS
During the financial year under review, the Company was felicitated
with the following awards:
Best of the Best awards from Asia Asset Management - Best
Fund House for Investor Education - India
OutLook Money - Innovative Approach in Investor Education
AWOKE India Foundation - Best Investor Education for best
efforts in outreaching various segment of investors
Leadership Award Council - Investor Education in Mutual
Funds Category
Nivesh Manthan - Awarded ABSLAMC in four categories
includes content, reach, creativity and consistency
Best of the Best awards from Asia Asset Management-
Fintech Innovation in Asset Management (India)
Digital Strategy of the Year - In Digital Customer
Experience Confex & Awards
Best Digital Innovation of the Year - In Digital Customer
Experience Confex & Awards
Customer Experience Strategy of the Year - In Digital
Customer Experience Confex & Awards
IDC - Best in Future of Trust award at the IDC Future
Enterprise Awards 2022
Quantic - Best Technology Initiative of the Year -
(Financial Services)
Synnex - Best Cyber Security Innovator of the Year
Krypton - Security Innovation of the Year
OTHER DISCLOSURES
In terms of applicable provisions of the Act, the Company discloses
that during the financial year under review: i. There was no issue of shares to employees
of the Company under Employee Stock Option Scheme of the Company. ii. There was no Scheme
for provision of money for the purchase of its own shares by employees or by trustees for
the benefit of employees. iii. There was no rights issue or preferential issue, etc.
during the year under review. iv. There was no issue of shares with differential rights.
v. There was no transfer of un-paid or unclaimed dividend amount to Investor Education and
Protection Fund (IEPF). vi. There were no significant or material orders passed by the
Regulators or Hon'ble Courts or Tribunals impacting the going concern status of the
Company and its operations in future.
vii. There was no application made or proceeding pending against the
Company under the Insolvency and Bankruptcy Code, 2016, as amended. viii. There were no
failures to implement any Corporate Action. ix. There were no borrowings from Banks or
Financial Institutions.
ACKNOWLEDGEMENTS
The Directors take this opportunity to express their appreciation for
the support and co-operation extended by our various partners and other business
associates. The Directors gratefully acknowledge the ongoing co-operation and support
provided by all Statutory and Regulatory Authorities.
The Directors place on record their appreciation for the exemplary
contribution made by the employees of the Company and its Subsidiaries at all levels.
Their dedicated efforts and enthusiasm have been pivotal to the Company's growth.
The Board would like to thank the Aditya Birla Group and Sun Life
Financial Inc., for their constant support, guidance and co-operation.
The Board would also like to express sincere appreciation for the
continued support, guidance and assistance from the Trustees of Aditya Birla Sun Life
Mutual Fund, Securities and Exchange Board of India, Reserve Bank of India, Financial
Intelligence Unit (FIU-IND), Association of Mutual Funds in India (AMFI), Stock Exchanges,
Depositories, Clearing Corporations, Depository Participants, Custodians, Bankers,
Registrars & Transfer Agents, Distributors & Agents, business associates and other
service providers who have always supported and helped the Company to achieve its
objectives.
For and on behalf of the Board of Directors
Aditya Birla Sun Life AMC Limited
Vishakha Mulye |
A. Balasubramanian |
Non-Executive Director |
Managing Director & CEO |
(DIN: 00203578) |
(DIN:02928193) |
Date: 23rd May, 2023 |
|
Place: Mumbai |
|