Dear Members,
Your Directors' are pleased to present the Twenty Fifth (25th)
Annual Report along with the Audited Annual Accounts of your
Company for the financial year ended March 31, 2023.
FINANCIAL SUMMARY, STATE OF COMPANY'S AFFAIRS AND BUSINESS
PERFORMANCE
The financial performance of the company for the financial year ended
March 31, 2023 and for the previous year is summarized below: –
( In Crores)
| S.No |
Particulars |
2022-23 |
2021-22 |
| 1 |
Income |
14285.67 |
11301.52 |
| 2 |
Finance Cost |
1647.63 |
1027.32 |
| 3 |
Operating & Other Expenses |
9443.66 |
7953.48 |
| 4 |
Depreciation and Amortization |
163.81 |
148.56 |
| 5 |
Profit /(Loss) Before Tax |
3030.57 |
2172.16 |
| 6 |
Tax |
772.10 |
556.02 |
| 7 |
Profit /(Loss) After Tax |
2258.47 |
1616.14 |
| 8 |
Add: Opening surplus in statement of
profit and loss |
4481.06 |
3418.78 |
| 9 |
Add: Transfer from/to other comprehensive
income |
(3.41) |
5.16 |
| 10 |
Less: Amount transferred from retained
earnings for unclaimed customer credit balance above |
5.89 |
NIL |
|
10 years |
|
|
| 11 |
Less: Transfer to Statutory Reserve |
451.69 |
323.23 |
| 12 |
Less: Interim equity dividend |
236.52 |
235.79 |
|
(amount 2.50 per share in FY 22-23,
2.50 per share in FY 21-22) |
|
|
| 13 |
Balance of P&L Account C/F to Balance
Sheet |
6042.02 |
4481.06 |
In FY23, the Company sourced 52.02 lacs new accounts with 46% YoY
growth. Cards-in-force grew by 22% to reach 1.68 Crore as on March 31, 2023. The Company
generated spends of 2,62,498 Crore at 41% YoY growth. In terms of cards-in-force and
spends, SBI Card is the 2nd largest credit card issuer. Receivables grew by 30% YoY to
close the year at 40,722 Crore.
Backed by robust portfolio growth, the Company delivered an impressive
Profit after Tax of 2,258.47 Crore at 40% YoY growth with ROAA of 5.6% and ROAE of
25.3%.
The detailed business and financial performance is covered in the
Management & Discussions Analysis section of the
Annual Report.
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES
During the year under review, the Company did not have any subsidiary,
associate and joint venture company.
MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR UNDER REVIEW
During the financial year 2022-23, the Company had allotted 29,01,900
Equity Shares of 10/- each to the eligible employees of the Company pursuant to the
exercise of options under the SBI Card - Employee Stock Option Plan 2019 (ESOP Scheme
2019) at the exercise price of 152.10 per share. Accordingly, the paid-up capital of the
Company increased from 9,43,17,24,890/-consisting of 94,31,72,489 equity shares of
10/- each as on March 31, 2022 to
9,46,07,43,890/-consisting of 94,60,74,389 equity shares of 10/-
each as on March 31, 2023. There has been no change in the nature of business during the
year under review.
ALTERATION IN THE MEMORANDUM OF ASSOCIATION AND ARTICLES OF ASSOCIATION
During the year under review there was no alteration in Memorandum of
Association and Articles of Association.
The Securities and Exchange Board of India vide its notification number
SEBI/LAD-NRO/GN/2023/119 dated February 2, 2023
("SEBI Notification"),
Board of India (Issue and Listing of Non-Convertible Securities)
Regulations, 2021 ("SEBI NCS Regulation").
Pursuant to the amendment(s), If an issuer is a company, it shall
ensure that its Articles of Association require its Board of
Directors to appoint the person nominated by the debenture trustee(s)
in terms of clause (e) of sub regulation (1) of regulation 15 of the Securities and
Exchange Board of India (Debenture Trustees) Regulations, 1993 as a director on its Board
of Directors.
Further, pursuant to Regulation 15(1)(e) of the Securities and Exchange
Board of India (Debenture Trustees) Regulations, 1993, it shall be the duty of every
debenture trustee to appoint a nominee director on the Board of the company in the event
of:
(i) two consecutive defaults in payment of interest to the debenture
holders; or
(ii) default in creation of security for debentures; or
(iii) default in redemption of debentures.
Accordingly, in order to comply with the said amendment the
Board of Directors of the Company at its meeting held on July 10, 2023,
had inter alia, approved the insertion of a new clause 33(ii)(e) in the Articles of
Association of the Company, subject to the approval of the member of the Company by way of
special resolution.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY BETWEEN THE END OF FINANCIAL YEAR UNDER REVIEW AND THE DATE OF THE
REPORT
There were no material changes and commitments affecting the financial
position of the Company which occurred between the end of the financial year under review
and the date of the report.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under
review, as stipulated under the Master Direction - Non-Banking Financial Company -
Systemically Important Non-Deposit taking Company and Deposit taking Company (Reserve
Bank) Directions, 2016, as updated from time to time and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part
of the Annual Report.
DIVIDEND
During the year ended March 31, 2023, the Board of Directors have
declared interim dividend of 25% ( 2.50/- per equity share of the face value of 10/-)
for the financial year 2022-23 in accordance with provisions of the Companies Act, 2013
and the Dividend Distribution Policy of the Company, as amended. (FY 2021-22 - 2.50/-
per equity share).
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") the Dividend Distribution Policy of the Company is available on
Company's website at https://www.sbicard.com/sbi-card-en/assets/docs/
pdf/who-we-are/notices/sbi-cards-dividend-policy.pdf . The dividend distribution policy
forms a part of this report.
RESERVES
During the year ended March 31, 2023, the Company appropriated 451.69
Crores towards the Statutory Reserves ( 323.23 Crores in FY22) in accordance with Section
45-IC of the Reserve Bank of India Act, 1934.
Status of other reserves and share application money pending allotment
(stated as other equity in financial statements) as on March 31, 2023 is as follows:
Other Equity (Figure in Crores)
| Particulars |
2022-23 |
2021-22 |
| Capital Redemption Reserve |
3.40 |
3.40 |
| General Reserve |
21.12 |
13.11 |
| Statutory Reserves |
1,786.77 |
1,335.08 |
| Capital Reserve (on account of
amalgamation) |
(71.51) |
(71.51) |
| Securities Premium |
1,049.16 |
988.09 |
| Retained Earnings |
6,042.02 |
4,481.06 |
| Share application money pending allotment |
- |
- |
| Share Options outstanding account |
40.13 |
47.97 |
| Cash flow hedging reserve |
(0.34) |
- |
| Equity investment - OCI |
13.23 |
12.32 |
| Total |
8,883.99 |
6,809.52 |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred
to in Section 188(1) of the Companies Act, 2013 and in compliance with the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, in the prescribed Form AOC-2,
is appended as Annexure 1 to the Board's Report. The Related Party Transactions
Policy of the Company is available on the website of the Company and can be accessed at
https:// www.sbicard.com/en/who-we-are/policies-and-codes.page .
The Shareholders of the Company at the 24th Annual General Meeting held
on August 26, 2022, accorded their approval for entering into and/or carrying out and/or
continuing with material related party transaction(s) with State Bank of India (SBI) and
SBI Capital Markets Limited (SBI CAP) for the Financial Year 2022-23 and thereafter upto
the date of the next annual general meeting of the Company to be held in FY 2023-24 or
fifteen months from the date of 24th Annual General Meeting, whichever is earlier.
Since the approval as mentioned above is valid upto the date of the
Annual General Meeting of the Company to be held in FY 2023-24, the matters pertaining to
entering into and/ or carrying out and/or continuing with material related party
transactions with SBI and SBI CAP from the date of the 25th Annual General Meeting and
upto the date of the next annual general meeting of the Company for a period not exceeding
fifteen months are being placed for the approval of members at the ensuing AGM.
CAPITAL ADEQUACY
As per the Reserve Bank of India norms applicable for NBFC, the Company
is required to keep a Capital Adequacy Ratio (CAR) of 15%. Company's CAR is well
above the regulatory requirement at 23.08% with 20.37% as Tier 1 Capital, as of March 31,
2023.
DEBENTURES
ISSUE OF DEBENTURES
During the Financial Year 2022-23, your Company has raised money by
issuance and allotment of following debentures:
• 750 Crores - 7,500 Fixed Rate, Unsecured, Rated, Taxable,
Redeemable, Senior, Listed Non-Convertible Debentures of face value of 10,00,000/- each.
• 250 Crores - 250 Fixed Rate, Unsecured, Rated, Taxable,
Redeemable, Subordinate Tier II, Listed, Non-Convertible Debentures of face value of
1,00,00,000/- each.
• 500 Crores - 5,000 Fixed Rate, Unsecured, Rated, Taxable,
Redeemable, Senior, Listed Non-Convertible Debentures of face value of 10,00,000/- each.
• 350 Crores - 3,500 Fixed Rate, Unsecured, Rated, Taxable,
Redeemable, Senior, Listed, Non-Convertible Debentures of face value of 10,00,000/-
each.
REDEMPTION OF DEBENTURES
During the Financial Year 2022-23, following Non-Convertible
Debentures were duly redeemed on due date:
Series 06, 1000 Unsecured Non-Convertible Debentures of 10,00,000/-
each.
Series 13, 4500 Unsecured Non-Convertible Debentures of 10,00,000/-
each.
Series 15, 1750 Unsecured Non-Convertible Debentures of 10,00,000/-
each.
Series 17, 4100 Unsecured Non-Convertible Debentures of 10,00,000/-
each.
Series 18, 3000 Unsecured Non-Convertible Debentures of 10,00,000/-
each.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF
COMPANIES ACT, 2013
The Company, being a non-banking financial company registered with the
RBI and engaged in the business of issuing credit cards, is exempted from complying with
certain provisions of section 186 of the Companies Act, 2013. Other necessary details as
required under the Section 186 of the Companies Act, 2013 are furnished in the financial
statements of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Composition of the Board of Directors ("Board") is in terms
of the Companies Act, 2013, the RBI Directions and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Board consists of Eight Directors namely Mr.
Dinesh Khara, Chairman, Non-Executive Director (Nominee of SBI); Mr. Rama
Mohan Rao Amara, Managing Director & CEO (Nominee of
SBI); Mr. Mihir Narayan Prasad Mishra, Non-Executive Director (Nominee
of SBI); Dr. Tejendra Mohan Bhasin, Independent Director; Mr. Rajendra Kumar Saraf,
Independent Director; Mr. Dinesh Kumar Mehrotra, Independent Director; Ms. Anuradha
Nadkarni, Independent Director and Mr. Shriniwas Yeshwant Joshi, Independent Director, as
on the date of the Report.
During the year under review, Mr. Ashwini Kumar Tewari, Non Executive
Director (Nominee of SBI) resigned from the directorship of the Company with effect from
July 14, 2022, consequent upon his stepping down from the position of Managing Director
(IB, T & S) in State Bank of India.
Further, the Board of Directors of the Company appointed Mr.
Swaminathan Janakiraman as a Non Executive Director (Nominee of SBI) (DIN: 08516241) of
the Company w.e.f.
July 22, 2022, subject to the approval of members of the Company, as
per Regulation 17(1C) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The shareholders of the Company at their 24th Annual General Meeting
held on August 26, 2022 had approved appointment of Mr. Swaminathan Janakiraman as a
Nominee Director (Non Executive Director, Nominee of SBI) (DIN: 08516241) of the Company
w.e.f. July 22, 2022. Further, Mr. Swaminathan Janakiraman resigned from the directorship
of the Company with effect from June 26, 2023, consequent upon his appointment as Deputy
Governor, Reserve Bank of India.
Mr. Nalin Negi, Chief Financial tendered his resignation from the
services of the Company and was ceased to be the Chief Financial Officer of the Company
w.e.f. July 31, 2022.
During the year under review, the Shareholders of the Company at their
24th Annual General Meeting held on August 26, 2022 have approved re-appointment of Mr.
Dinesh Kumar Mehrotra (DIN: 00142711) and Ms. Anuradha Nadkarni (DIN: 05338647) as
Independent Directors of the Company for the second term of three years w.e.f. from
November 14, 2022.
The Shareholders of the Company have also approved reappointment of Mr.
Rama Mohan Rao Amara as Managing
Director and CEO of the Company for a further period of one year w.e.f.
January 30, 2023.
Further, during the year under review, Ms. Rashmi Mohanty was appointed
as the Chief Financial Officer of the Company w.e.f. October 21, 2022.
As on March 31, 2023, the Company had three Key Managerial Personnel
namely Mr. Rama Mohan Rao Amara, MD and CEO; Ms. Rashmi Mohanty, CFO and Ms. Payal Mittal
Chhabra, Company Secretary. Company Secretary also act as Compliance Officer of the
Company for the purposes of SEBI, Stock Exchanges and other listing compliances.
The shareholders of the Company at the 23rd Annual General Meeting held
on August 26, 2021, had appointed Mr. Shriniwas Yeshwant Joshi (DIN: 05189697) as
Independent Director of the Company for a term of three years w.e.f. December 4, 2020 till
December 3, 2023. Accordingly, the term of Mr. Shriniwas Yeshwant Joshi will conclude on
December 3, 2023.
In view of the knowledge, background, experience and contribution
(including time commitment) made by Mr. Joshi during his tenure, it would be in the
interest of the Company to have continued association with him as Independent Director.
Accordingly, the Nomination and Remuneration Committee has recommended
the re-appointment of Mr. Shriniwas Yeshwant Joshi as Independent Director of the Company
for the second term of three years w.e.f. from December 4, 2023 to December 3, 2026.
Further, the Board of Directors of the Company, at its meeting held on July 10, 2023,
recommended to the shareholders, re-appointment of Mr. Shriniwas Yeshwant Joshi as
Independent Director of the Company for the second term of three years w.e.f. from
December 4, 2023 to December 3, 2026. The Company has received a notice in writing under
Section 160 of the Companies Act, 2013 proposing his candidature for re-appointment as an
Independent Director on the Board of the Company.
Mr. Rama Mohan Rao Amara, Managing Director & CEO of the
Company has tendered his resignation from the directorship and CEO
Position of the Company, owing to his transfer back to State Bank of India and will cease
to be the Managing Director & CEO of the Company w.e.f. the close of business hours on
August 11, 2023. of the Company had Further, the Board of Directors of the Company at its
meeting held on July 10, 2023 appointed Mr. Abhijit Chakravorty (DIN: 09494533) (nominee
of SBI) as Managing Director & CEO of the Company for a period of two years w.e.f.
Saturday, August 12, 2023, subject to the approval of members of the Company. Nomination
and Remuneration Committee and the Board of Directors recommends appointment of Mr.
Abhijit Chakravorty, as Managing Director & CEO of the Company.
Your Directors place on record their sincere appreciation for the
contribution made by Mr. Ashwini Kumar Tewari, Mr. Swaminathan Janakiraman and Mr. Rama
Mohan Rao Amara during their tenure on the Board of the Company.
CORPORATE SOCIAL RESPONSIBILITY
Your Company is committed to simplify the lives of its stakeholders
through trust and excellence. As a responsible corporate citizen, the Company has
integrated Corporate Social Responsibility into its business practices. Your Company has
taken up innovative CSR projects with an aim of creating sustainable impact by
facilitating access, enhancing collaboration, and building capacity in areas such as
Education,
Health, Environment sustainability, Skill Development and Disaster
Management.
In accordance with the provisions of the Companies Act, 2013 and rules
made thereunder, Your Company has formulated a
CSR policy. The contents of this policy are available on the
Company's website at https://www.sbicard.com/en/who-weare/policies-and-codes.page.
The annual report on the CSR activities undertaken by the Company
during the financial year under review, in the prescribed format has been appended
herewith as Annexure 2.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
Company follows the fit and proper criteria as laid down by RBI
Directions and the Nomination and Remuneration Policy of the
Company framed under Section 178 of the Companies Act, 2013, SEBI
Regulations and RBI Circulars/Directions for appointment and remuneration of Directors.
Nomination and Remuneration Committee of the Board recommends for appointment of a
Director based on the fit and proper criteria Policy and
Nomination and Remuneration Policy of the Company. Further, the
Nomination and Remuneration Committee is responsible to ensure ‘fit and proper'
status of proposed/ existing directors.
The Nomination and Remuneration Policy of the Company along with the
changes made therein is available on the website of the Company i.e.
https://www.sbicard.com/en/who-we-are/ policies-and-codes.page .
Apart from receiving sitting fees for attending Board and Committee
meetings by the eligible Non-executive Directors of the Company and credit card
transactions in the ordinary course of business, there are no pecuniary relationship of
the
Non-executive Directors with the Company.
The closing balance as on March 31, 2023 of the credit cards issued to
Directors of the Company was 0.03 Crores.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
The Independent Directors on the Board of the Company have given
declaration that they fulfill specified in Section 149 of the Companies Act, 2013 and
Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the same has been relied upon by the Company.
AUDITORS AND COMMENTS ON AUDITORS REPORT
During the year under review, the office and Auditor General of India
(hereinafter referred to as "CAG") exercising the power conferred under section
139 of the Companies Act, 2013, appointed M/s. Mahesh C Solanki & Co., Chartered
Accountants, (Firm Registration No. 006228C) and M/s. Ambani & Associates LLP (Firm
Registration No. 016923N) as the Joint Statutory Auditors of the Company for the financial
year 2022-23. Statutory Audit was duly done by the referred firms. Also, Supplementary
Audit of the Company was conducted by Principal Director of Audit (Industry &
Corporate Affairs), New Delhi in accordance with Section 143 of the
Companies Act, 2013.
Thereareno or adverse remarks or disclaimers made by Statutory Auditor
and CAG in their reports.
The Statutory Auditors' report and Comments of the CAG are
self-explanatory in nature and does not require any comments from Directors of the
Company.
Further, Statutory Auditors of the Company, single or joint for the
Financial Year 2023-24 will be appointed by the Comptroller and Auditor General of India.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013,
the Board of Directors appointed M/s. Chandrasekaran Associates, Company Secretaries, as
the Secretarial Auditor of the Company to carry out secretarial audit for the financial
year 2022-23. The Secretarial Audit Report obtained from
M/s. Chandrasekaran Associates, Company Secretaries is enclosed with
this report as Annexure 3. The Secretarial Audit Report does not contain any qualification
or reservations or adverse remarks.
INSTANCES OF FRAUD, IF ANY, REPORTED BY THE AUDITORS
During the year under review, the Statutory Auditors have not reported
any incident of fraud to the Audit Committee.
FRAUD REPORTING
Certain instances of customer frauds on the Company, primarily relating
to fraudulent usage of credit cards issued by the
Company, have been reported during the FY 2022-23.
The total amount involved in these frauds was 0.69 Crores and the
recovery against this amount (pertaining to current year as well as the previous years)
was 0.52 Crores.
the criteria of independence
SECRETARIAL STANDARDS
The relevant Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) related to the Board Meetings and General Meetings have been
complied with by the Company.
CONSERVATION OF ENERGY, TECHNOLOGY of the Comptroller
ABSORPTION
While the business activity of the Company does not result in any
material consumption of energy, still the Company is committed to continue its efforts
towards the conservation of energy. Energy conservation and technology updation are a part
of the ongoing processes in the Company. Management's Discussion and Analysis Report
section covers the Technology aspect of the business in detail.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During FY 2022-23, the Company incurred foreign currency expense of an
amount of 607.48 Crores on network, other service charges and other expenses (FY
2021-22: 446.39 Crores).
The dividend remitted for the FY 2022-23 in foreign currency was NIL
(FY 2021-22: NIL).
The foreign exchange earnings during the FY 2022-23 were 792.92
Crores (FY 2021-22: 462.34 Crores) Income in foreign currency represents Incentive
Income from network partners.
INTERNAL FINANCIAL CONTROLS
The Board has adopted the policies, processes and structure for
ensuring the orderly and efficient conduct of its business with adequate and effective
internal financial control across the organization, including adherence to the
Company's policies, the safeguarding of assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records, and the timely
preparation of reliable financial disclosures.
Also, the Company has an internal audit system commensurate with the
size of the Company and periodic audits of the internal functions and processes of the
Company are ensured. During the year under review, no material or serious observation has
been received from the Internal Auditors of the Company for inefficiency or inadequacy of
such controls.
The Company is not required to maintain cost records as stated under
section 148 of the Companies Act, 2013.
The Company is in compliance with necessary FEMA provisions on
downstream investment and has obtained certificate from Statutory Auditor in this regard.
DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No orders have been passed by any Regulator or Court or Tribunal which
can have impact on the going concern status and the Company's operations in future.
During the year under review, no application was made by the Company
under the Insolvency and Bankruptcy Code, 2016 ), leadership and professionalism neither
any proceeding under the said Code is pending.
RISK MANAGEMENT AT SBI CARD
Company has in place a robust and comprehensive Risk Management
framework enumerating risk based decision making and risk management processes
encompassing existing risks, new risks that may have arisen, the likelihood and impact of
risks and reporting significant priorities. Management Discussion and Analysis Report
section covers this aspect of the business in detail.
PARTICULARS OF EMPLOYEES
The Directors would like to place on record their sincere appreciation
for the contributions made by employees of the
Company at all levels. The ratio of the remuneration of each
Director to the median employee's remuneration including other
details and the list of top 10 employees in terms of remuneration drawn in terms of
Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as
Annexure 4. Other details as required under Section 197(12) of the Companies Act, 2013,
read with
Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, are available on the website of the
Company, at www.sbicard.com.
The Annual Report including the financial statements are being sent to
the shareholders excluding the aforesaid information. Shareholders interested in obtaining
this information may access the same from the Company's website. In accordance with
Section 136 of the Companies Act, 2013, this information is available for inspection by
shareholders.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public as defined in
the Non-Banking Financial Companies (Reserve Bank of India) Directions, as amended to
date.
STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY,
EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS
APPOINTED DURING THE YEAR
In the opinion of Board of Directors of the Company, Independent
Directors on the Board of Company hold highest standards of integrity. They are
highlyqualified,recognized, experienced (including proficiency) and respected individuals
in their respective fields. Its' an optimum mix of expertise
. (includingfinancial
EMPLOYEE STOCK OPTION SCHEME(S)
• SBI Card Employees Stock Option Plan 2019 (ESOP Plan 2019)
Pursuant to the recommendation of the Board of Directors in their
Meeting held on January 16, 2019, the Shareholders at the Extra-ordinary General Meeting
held on February 22, 2019 had approved the SBI Card - Employees Stock Option Plan
2019.changes adjustingtotherisk Post- IPO of the Company, SBI Card - Employees Stock
Option Scheme 2019 was ratified by the Ballot on 17th June 2020.
The objective of employee stock option plan is to reward employees to
align individual performance with Company objectives and drive share-holders' value
creation, create a culture of ownership among the executives, works towards successful
Initial Public offering and employees to enhance their commitment to organization,
motivate management to collaborate and attract and retain key talent, critical to
organizations' success. The Scheme is in compliance with the Securities and Exchange
Board of India (Share Based Employee
Benefits) Regulations, 2014, which by the Securities and Exchange Board
of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
| The brief details of the Employees Stock Option Scheme are
detailed as below: |
|
| (a) Total Options granted during the year ended March 31,
2023 |
Nil |
| Total Options granted till the date of report |
13,475,650 |
| (b) Number of options vested: |
|
| • During the year ended March 31, 2023 |
34,81,040 |
| • As on the date of the Annual report |
83,86,290 |
| (c) Options exercised during the year; |
29,01,900 |
| (d) The total number of shares arising as a result of
exercise of option; |
29,01,900 |
| (e) Options lapsed; |
3,14,750 |
| (f) The exercise price; |
152.10 |
| (g) Variation of terms of options; |
None |
| (h) Money realized by exercise of options during the year; |
44.14 Crores |
| (i) Total number of options in force; |
58,48,790 |
|
(including options vested
but not exercised) |
| (j) Employee wise details of options granted to;- |
|
| (i) Key managerial personnel; |
No options were granted to
the KMP during the FY22-23 |
| (ii) Any other employee who receives a grant of options in
any one year of option amounting to five percent or more |
NIL |
| of options granted during that year. |
|
| (iii) Identified employee who was granted option, during any
one year, equal to or exceeding one percent of the |
NIL |
| issued capital (excluding outstanding warrants and
conversions) of the company at the time of grant; |
|
Company is using fair value method to value its options. The detailed
disclosures pursuant to the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, have been placed on website of the Company i.e.
https://www.sbicard.com/en/ who-we-are/annual-reports.page
• SBI Card Employees Stock Option Plan 2023 (ESOP Plan 2023)
The Board of Directors of Company at their Meeting held on June 5,
2023, inter alia, approved introduction and implementation of ‘SBI Card Employee
Stock Option Plan 2023', subject to approval of the shareholders of the Company.
The same has been put up for approval of the Shareholders of the
Company through Postal Ballot. The evoting on the same had commenced from June 24, 2023
and will end on July 23, 2023.
UPDATE ON CUSTOMER COMPLAINTS
Particulars |
Gross Inflow |
|
Gross Complaints |
Net Complaints (Subset of
Gross Inflow) |
|
|
As of March 31, 2023 |
As of March 31, 2022 |
As of March 31, 2023 |
As of March 31, 2023 |
As of March 31, 2022 |
No. of cases pending at the
beginning of the year |
8,983 |
12,150 |
8,983 |
1,410 |
81 |
| No. of cases received during the year |
649,121 |
7,33,546 |
343,923 |
7,167 |
11,777 |
| No. of cases redressed during the year |
654,880 |
7,36,713 |
350,182 |
8,499 |
10,448 |
| No. of Cases pending at the end of the
year |
3,224 |
8,983 |
2,724 |
78 |
1,410 |
Note: Gross inflow means any issue raised by our customers across
channels and recognized and tagged as a complaint basis the initial voice of the customer.
Gross Complaints is excluding 0-1 working day resolution for Internal
Channel Gross inflow, implemented effective April'22. Net Complaints means
allgrosscomplaintsidentified validation and checking internal and external records
including any as complaints post document provided by the customers.
The Company receives complaints from both internal and external
channels. Internal channels include various touch points within the organization i.e. in
person by visiting SBI Card Office/branch, by telephone, mail, fax, e-mail, website,
mobile app, or on social media channels. External channels include any customer
approaching external bodies including Reserve Bank of India (RBI), Banking Ombudsman
Office, Consumer
Education & Protection Department (CEPD), Corporate Center of State
Bank of India including complaints received from any external sources by them, Department
of Public grievances/ Centralized Public Grievance Redress and Monitoring System
(DOPG/CPGRAMS), National Consumer Helpline/ Integrated Grievance Redressal Mechanism (NCH/
INGRAM), etc.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013 your
Directors state that:
(a) in the preparation of the annual accounts for the year ended
March 31, 2023, the applicable accounting standards had been followed
along with proper explanation relating to material departures; (b) 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 at the end of the financial year and of the profit and loss the
Company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of this Act
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities; (d) the directors had prepared the annual accounts on a going
concern basis; and
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are adequate and were
operating effectively. (f) 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.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013 the Annual Return as on March 31, 2023 is available on the Company's
website at https://www.sbicard. com/en/who-we-are/annual-reports.page .
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
The Business Responsibility and Sustainability Report as stipulated
under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations,
2015 describing the initiatives taken by Company from environmental, social and governance
perspective, has been appended herewith as Annexure 5 and is also displayed on the website
of the Company i.e. https://www.sbicard.com/en/who-we-are/annual-reports.page.
CEO/CFO CERTIFICATION
As required under Regulation 17(8) of the SEBI (Listing Obligations and
Disclosure Requirement) Regulations, 2015, the CEO and CFO of the Company have certified
the accuracy of the Financial Statements, the Cash Flow Statement and adequacy of Internal
Control Systems for financial reporting for the year ended March 31, 2023.
DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT
PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT
The Code of Conduct of the Company aims at ensuring consistent
standards of conduct and ethical business practices across the Company. This Code is
reviewed on an annual basis and the latest Code is available on the website of the Company
at https://www.sbicard.com/en/who-we-are/policies-and-codes.page. Pursuant to Listing
Regulations, a from the Managing Director & CEO regarding compliance with the Code by
all the Directors and Senior Management of the Company forms part of the Annual Report. of
CORPORATE GOVERNANCE INCLUDING DETAILS PERTAINING TO BOARD MEETINGS,
PERFORMANCE EVALUATION, COMMITTEE DETAILS, VIGIL MECHANISM, CREDIT RATING, ETC.
Your Company has a strong and committed corporate governance framework,
which encompasses policies, processes and people, by directing, controlling and managing
activities with objectivity, transparency and integrity.
Your Company is committed to ensure fair and ethical business
practices, transparent disclosures and reporting. The focus of the Company is on being
compliant towards statutory requirements, regulations and guidelines and ethical conduct
of business throughout the organization with primary objective of enhancing
stakeholder's value while being a responsible corporate citizen. In Compliance with
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a Report on
Corporate Governance along with Certificate from Practising Company Secretary regarding
compliance of conditions of Corporate Governance has been appended herewith as Annexure 6
and forms part of this Annual Report.
Further the Corporate Governance Report which forms part of this Report
also covers the following: (a) Particulars of the Board Meetings held during the financial
year under review.
(b) The details with respect to composition of the Committees of the
Board and establishment of Vigil Mechanism.
(c) The manner in which formal annual evaluation of the performance of
the Board, its Committees and of individual directors has been made.
(d) Compliance with provisions under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
(e) The credit ratings of the Company as at the end of
March 31, 2023.
(f) Name of the Debenture Trustees with full contact details.
ACKNOWLEDGEMENT
Your Directors wish to thank the Reserve Bank of India, Company's
Bankers, customers, shareholders, employees and collaborators for their valuable
assistance, support and cooperation.
For and on behalf of the Board
|
Dinesh Khara |
| Date: July 10, 2023 |
CHAIRMAN |
| Place: Mumbai |
DIN: 06737041 |
Annexure -2 to the Board's Report
|