Investor Relations

Key to building transparent, open and long-term relationships with our stakeholders

 

15th Annual Report 2021 - 2022

Expanding Customers. Opportunities. Reach.

 

AGM 2021-22

14th Annual Report 2020 - 2021

Expanding Customers. Opportunities. Reach.

 

AGM 2020-21

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Our Investor Relations

At 5paisa, we consider Investor Relations to be the key to building transparent, open and long-term relationships with our stakeholders. Our Investor Relations program is committed to maintaining effective communication with the investing community by adopting best practices.

Our investor relations program is also designed to provide investors, analysts and other stakeholders a complete and accurate picture of the company’s performance – both past and present. Investor Relations plays an important role in the success of 5paisa as we launch new businesses besides scaling up the established businesses. It is designed to help us to expand our reach to the investment community, enabling them to understand and appreciate our business model and long-term strategy, and be a part of the 5paisa family.

To keep our investors updated on the developments in the company, we distribute and digitally publish investor presentations and other useful information after declaration of each quarterly financial result.

Corporate Governance

5paisa is committed to placing the Investor First, by continuously striving to increase the efficiency of the operations as well as the systems and processes for use of corporate resources in such a way so as to maximize the value to the stakeholders. The Group aims at achieving not only the highest possible standards of legal and regulatory compliances, but also of effective management.

Boards and Committees

Dr. Archana Niranjan Hingorani - Independent Director

Aged 52 years, is an Independent Director of our Company. She holds a MBA and Ph.D. in finance from the University of Pittsburgh, United States. She has over thirty (30) years’ experience in the asset management business, teaching and research. In the recent past, she was associated with IL&FS Investment Managers since 1994 for about twenty three (23) years and resigned after heading it the last nine (9) years of her time there. She has rich experience in fund raising, investing, nurturing investments through four different economic cycles, carving exit paths etc. She has overseen various investments catering to the consumer goods, retail sector, infrastructure, education, healthcare, logistics, clean energy and financial services and have consequently built strong entrepreneur relationships. She has also been involved in mentoring and nurturing smaller start-ups in the technology, education, financial inclusion and encouraging start-ups run by women entrepreneurs.

She has been named as the most influential women in India by various publications, including Business Today in the year 2011, 2012 and 2013, Asian Investor in the year 2014, and Fortune India in year 2014, 2015 and 2016.

Mr. Prakarsh Gagdani - Whole-Time Director and Chief Executive Officer

Aged 36 years, is a Whole-Time Director in our Company. He holds a post graduate diploma degree in business management and has done his bachelors in Business Management from Mulund College of Commerce, Mumbai University. He has about fifteen (15) years of crossfunctionalexperience in sales, advisory, product development and business development. He has gained expertise in retail equity broking domain and is a keen strategist with expertise in managing the entire business and ensuring optimal utilization of resources. In the past, he was associated with Angel Broking Limited for about twelve (12) years.

Ms. Nirali Sanghi - Independent Director

Ms. Nirali Sanghi founded India Parenting Pvt. Ltd. in 1999 and serves as its Chief Executive Officer and President. Prior to that, she served at Erstwhile Baring Brothers (New York), Citibank (New York and Mumbai) and The Boston Consulting Group (Mumbai). Ms. Sanghi spent nine years in the United States where she received her Bachelors in Economics and Computer Science from Barnard College, Columbia University (New York, USA) and M.B.A in Finance and Marketing from Columbia Business School (New York, USA).

Mr. Milin Mehta - Independent Director

Mr. Milin Mehta, is a Chartered Accountant and is a senior partner K. C. Mehta & Co. Chartered Accountants (Baroda, Mumbai, Ahmedabad and Banglore), for about 3 decades.

He is a fellow member of the Institute of Chartered Accountants of India. He is also a Law Graduate and has obtained a Master’s Degree in Commerce.

Mr. Mehta was also a member of the Committee set up by the Central Board of Direct Taxes for framing “Tax Accounting Standards” which are renamed as “Income-tax Computation and Disclosure Standards”. Presently he is member of the Committee appointed by the Finance Minister under the CBDT for considering the MAT Impact on introduction of IndAS and also to notify further ICDS due to introduction of IndAS. He has also co-authored a book on “Minimum Alternate Tax” published by the Bombay Chartered Accountants’ Society. He is also active in social service and is Past President of the Baroda Lions Club Education Trust, which manages Baroda High Schools in the city of Baroda. He was a Government Nominated member of the Senate and Elected member of Syndicate of the prestigious M. S. University of Baroda.

Mr. Gourav Munjal - Whole-Time Director and Chief Financial Officer

Mr. Gourav Munjal, aged 31 years, is the Chief Financial Officer of the Company since January, 2019. He holds a bachelor’s degree in Commerce from Kurukshetra University and is a qualified Chartered Accountant, Company Secretary and a Diploma holder in IFRS from the Association of Chartered Certified Accountants (ACCA). He has 8 years of experience in the field of accounts and finance. Before joining the Company, he was associated with IIFL Group and has handled finance and accounts functions in the Company.

Mr. Ravindra Garikipati - Independent Director

Ravi is an entrepreneur & technologist with over 30 years of experience mostly in technology and executive leadership roles. He is a board member and advisor to many late stage startups and an active angel investor in deepTech, finTech and consumerTech startups. He has recently Co-founded a fintech startup Davinta Finserv focussing on Financial Inclusion for the bottom of the pyramid.

Prior to co-founding Davinta, As a CTO at Flipkart, defined and executed technology vision and roadmap to transform commerce. Also founded Fintech as a new vertical with a mission to offer financial products to 100s of millions of underserved and unserved Indians by leveraging data, digital distribution and Technology.

Prior to Flipkart, he was President and Chief Technology Officer at 247.ai, a sequoia funded company where he led global product and technology groups to build one of the largest omni-channel customer acquisition & engagement platform.

Ravi also held various senior engineering management positions at Oracle and Covansys, where he gained extensive experience in building scalable enterprise application architectures and services.

Ravi holds a Master of Science degree in Software Engineering from Birla Institute of Technology & Science, Pilani, India and a Masters degree in Management from Birla Institute of Technology & Science, Pilani, India.

The members of the audit committee are :

Name of the member Designation
Mr. Milin Mehta Chairman
Ms. Nirali Sanghi Member
Dr. Archana Niranjan Hingorani Member

The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act 2013 [“CA’] and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 [“Listing Regulations”] and its terms of reference are as follows:

a) Oversight of our Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company;

c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

d) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

  • Matters required to be included in the director's responsibility statement to be included in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the CA 2013;
  • Changes, if any, in accounting policies and practices and reasons for the same;
  • Major accounting entries involving estimates based on the exercise of judgment by management;
  • Significant adjustments made in the financial statements arising out of audit findings;
  • Compliance with listing and other legal requirements relating to financial statements;
  • Disclosure of any related party transactions; and
  • Qualifications/ modified opinions in the draft audit report.

e) Reviewing, the quarterly financial statements with the management before submission to the Board for approval;

f) Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;

g) Review and monitor the auditor's independence and performance, and effectiveness of audit process;

h) Approval or any subsequent modification of transactions of our Company with related parties;

i) Scrutiny of inter-corporate loans and investments;

j) Valuation of undertakings or assets of our Company, wherever it is necessary;

k) Evaluation of internal financial controls and risk management systems;

l) Monitoring the end use of funds raised through public offers and related matters, if any;

m) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

n) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

o) Discussion with internal auditors of any significant findings and follow up there on;

p) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;

q) Discussion with statutory auditors before the commencement of the audit, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

r) The Audit Committee may call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company;

s) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

t) To establish and review the functioning of the whistle blower mechanism;

u) Approval of appointment of the chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

v) Related Party Transactions:

i) all related party transactions shall require prior approval of the Audit Committee.

ii) the Audit Committee may grant omnibus approval for related party transactions proposed to be entered into by the Company subject to the following conditions, namely:

  • the criteria for granting the omnibus approval shall be specified which shall be in line with the Company’s policy on related party transactions and such approval shall be the based on the factors namely repetitiveness of the transactions (in past or in future) and the justification for the need of omnibus approval;
  • the Audit Committee shall satisfy itself on the need for omnibus approval for transactions of repetitive nature and that such approval is in the interest of the Company;
  • such omnibus approval shall not be made for transactions in respect of selling or disposing of the undertaking of the Company.

iii) the omnibus approval shall specify:

  • the name(s) of the related party, nature of transaction, period of transaction, maximum value of transactions that shall be entered into and the value of transactions, in aggregate, which can be allowed under the omnibus route in a year;
  • the extent and manner of disclosures to be made to the Audit Committee at the time of seeking omnibus approval;
  • the indicative base price or current contracted price and the formula for variation in the price if any;
  • such other conditions as the Audit Committee may deem fit.

Provided that where the need for related party transaction cannot be foreseen and aforesaid details are not available, committee may grant omnibus approval for such transactions subject to their value not exceeding Rs. 1 crore per transaction;

iv) the Audit Committee shall review, at least on a quarterly basis, the details of related party transactions entered into by the Company pursuant to each of the omnibus approvals given;

v) such omnibus approvals shall be valid for a period not exceeding one (1) financial year and shall require fresh approvals after the expiry of such financial year;

vi) however such prior and omnibus approval shall not be required in case of the transactions entered into between the company and its wholly owned subsidiary/ subsidiaries whose accounts are consolidated with the company and placed before the shareholders at the general meeting for approval.

w) Review of:

i) management discussion and analysis of financial condition and results of operations;

ii) statement of significant related party transactions (as defined by the audit committee), submitted by management;

iii) management letters / letters of internal control weaknesses issued by the statutory auditors;

iv) internal audit reports relating to internal control weaknesses;

v) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee;

vi) statement of deviations including:

  • quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations;
  • annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7) of the Listing Regulations;

x) The Audit Committee shall have authority to investigate into any matter in relation to the items specified above and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company;

y) Carrying out any other terms of reference as may be decided by the Board or specified/ provided under the CA 2013 or the Listing Regulations or by any other regulatory authority.

The members of the Stakeholders Relationship are :

Name of the member Designation
Ms. Nirali Sanghi Chairperson
Dr. Archana Niranjan Hingorani Member
Mr. Prakarsh Gagdani Member

The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act 2013 [“CA’] and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 [“Listing Regulations”] and its terms of reference are as follows :

a) Oversight of our Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company;

c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

d) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

  • Matters required to be included in the director's responsibility statement to be included in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the CA 2013;
  • Changes, if any, in accounting policies and practices and reasons for the same;
  • Major accounting entries involving estimates based on the exercise of judgment by management;
  • Significant adjustments made in the financial statements arising out of audit findings;
  • Disclosure of any related party transactions; and
  • Qualifications/ modified opinions in the draft audit report.

a) Oversight of our Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

b) Recommendation for appointment, re-appointment and replacement, remuneration and terms of appointment of auditors of our Company;

c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

d) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the board for approval, with particular reference to:

The members of the nomination and remuneration committee are:

Name of the member Designation
Ms. Nirali Sanghi Chairperson
Mr. Milin Mehta Member
Dr. Archana Niranjan Hingorani Member
Mr. Ravindra Garikipati Member

The scope and function of the nomination and Remuneration committee is in accordance with Section 178 of the Companies Act 2013 [“CA 2013’] and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 [“Listing Regulations”] and its terms of reference are as follows.

a) Formulation of criteria for evaluation of performance of independent directors and the board of directors.

b) Formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees and while formulating this policy ensure that:

  • Level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run our Company successfully;
  • Relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
  • Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of our Company and its goals and ensure that the policy is disclosed in the Board's report.

c) Identify persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every director‘s performance;

d) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

e) Devising a policy on diversity of the board of directors.

The members of the Risk Management Committee are as follows:

Name of the member Designation
Dr. Archana Niranjan Hingorani Chairperson
Mr. Prakarsh Gagdani Member
Mr. Gourav Munjal Member

The terms of reference of Risk Management Committee shall be as follows:

a) Reviewing risks including cyber security and evaluating the treatment including initiating mitigation actions;

b) To monitor and review the overall risk management plan of the Company including liquidity risk;

c) To ensure there is an embedded, robust process in place throughout the Company to identify, assess, mitigate and report business risks with clear lines of ownership;

d) Laying down the risk tolerance limits and Monitoring risk exposures at periodic intervals;

e) To drive and co-ordinate risk management process covering all areas of risk (including operational, strategic, financial, commercial, regulatory, reputational etc);

f) To ensure that the business risk strategy and management processes comply with applicable regulatory requirements and corporate governance principles;

g) To ensure that the business risk management principles and processes are widely understood across the Company through adequate induction, training and awareness programmes;

h) To periodically monitor and review Company’s key business risks and risk mitigation plans, and advise the Board of business risks which could materially impact Company’s delivery of its business plans, strategy, and reputation, if left untreated;

i) To monitor external developments in the business environment which may have an adverse impact on Company’s risk profile, and make recommendations, as appropriate;

j) To sponsor specialist reviews of key risk areas as appropriate;

k) To report to the Board on key risks, risk management performance and the effectiveness of internal controls on periodical basis;

l) To constitute operating risk management committee and delegate such powers to it as may be deemed necessary;

m) Any other matter as may be mandated/referred by the Authority/Board.

The members of the Corporate Social Responsibility Committee are as follows:

Name of the member Designation
Mr. Milin Mehta Chairman
Mr. Prakarsh Gagdani Member
Mr. Gourav Munjal Member

The Broad Terms of Reference of the CSR Committee are as follows:

a) Formulating and recommending to the Board, the CSR Policy which shall indicate the activities to be undertaken by the Company as specified in Schedule VII to the Act. The CSR policy of the Company may be accessed on the website of the Company i.e. https://www.5paisa.com/investor-relations.

b) Making recommendation on the amount of the expenditure to be incurred on CSR activities;

c) Instituting a transparent monitoring mechanism for implementation of the CSR activities to be undertaken by the Company; and

d) Such other functions as may be entrusted to it by the Board of Directors, from time to time.

The members of the Finance Committee are as follows:

Name of Member Designation
Mr. Prakarsh Gagdani Chairman
Mr. Gourav Munjal Member

The Broad Terms of Reference of the Finance Committee are as follows:

a) To borrow funds for and on behalf of the Company up to the maximum amount as determined by the Board of Directors of the Company from time to time.

b) To invest funds of the Company from time to time in equity shares, preference shares, debt securities, bonds, whether listed or unlisted, secured or unsecured, fixed deposits, units of mutual fund, security receipts, securities, etc. taking into consideration all investment parameters up to the maximum amount as determined by the Board of Directors of the Company from time to time and also to enter into any agreements including but not limited to enter into Share Purchase Agreement, Share Subscription Agreement, Shareholders Agreements etc. as may be required to give effect to such transaction;

c) To allot securities of the Company including equity shares, preference shares, debt securities, bonds, etc. from time to time;

d) To borrow funds for meeting the short-term requirements of funds of the Company by issuing Commercial Paper including redemption and buyback of Commercial Paper and also to list the same as per the SEBI Regulations.

e) To avail intraday facilities from Banks/Financial Institution upto Rs. 3000 Crore (Rupees three thousand Crore).

f) To offer assurances on behalf of Subsidiaries, in the form of guarantee, security, undertakings, letters (including without limitation, letter of comfort), deeds, declarations or any other instruments in connection with loan availed by them from Bank, Financial Institution, Non-Banking Financial Companies, other body corporates, etc. upto such limit, if applicable, as delegated / decided by the Board from time to time;

g) Powers relating to issuance and allotment of Debentures:

  • To determine terms and conditions and number of debentures to be issued.

  • Determining timing, nature, type, pricing and such other terms and conditions of the issue including coupon rate, minimum subscription, retention of oversubscription, if any and early redemption thereof.

  • To approve and make changes to the Draft Prospectus, to approve the Final Prospectus, including any corrigendum, amendments supplements thereto, and the issue thereof.

  • To approve all other matters relating to the issue and do all such acts, deeds, matters and things including execution of all such deeds, documents, instruments, applications and writings as it may, at its discretion, deem necessary and desirable for such purpose including without limitation the utilization of the issue proceeds, modify or alter any of the terms and conditions, including size of the Issue, as it may deem expedient, extension of Issue and/or early closure of the Issue.

h) Other Routine Matters.

The members of the ESG Committee are as follows:

Name of the member Designation
Ms. Nirali Sanghi Chairperson
Mr. Gourav Munjal Member
Mrs. Namita Godbole Member

The Broad Terms of Reference of the ESG Committee are as follows:

a) To Provide guidance and approve the ESG strategy and roadmap;

b) To Review unified disclosures on ESG performance;

c) To Monitor progress of ESG initiatives and their impact.

The members of the ID Committee are as follows:

Name of the member Designation
Mr. Ravindra Babu Garikipati Chairman
Ms. Nirali Sanghi Member
Dr. Archana Hingorani Member
Mr. Milin Mehta Member

The Broad Terms of Reference of the ID Committee are as follows:

a) To review the performance of Non‐Independent Directors, the Chairman and the Board as a whole and bring an objective view in the evaluation of Board and the management;

b) To assess the Quality, Quantity and Timeliness of flow of Information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties;

c) To deliberate on improving corporate credibility and governance standards and help in managing risk.

d) To bring an independent judgment to bear on the Board’s deliberations especially on issues of strategy, performance, risk management, resources, key appointment and standards of conduct.

e) Any other matter as may be deemed fit by the Independent Directors.

Investors Contact

Link Intime India Private Limited

Address

Unit: 5paisa Capital Limited, C 101, 247 Park, L.B.S.Marg, Vikhroli (West) Mumbai, Maharashtra - 400083

Corporate & Registered Office

Address

5paisa Capital Limited, IIFL House, Sun Infotech Park, Road No. 16V,Plot No.B-23 Thane Industrial Area, Wagle Estate, Thane - 400604

Mrs. Namita Godbole   Company Secretary & Compliance office

Address

5paisa Capital Limited, IIFL House, Sun Infotech Park, Road No. 16V,Plot No.B-23 Thane Industrial Area, Wagle Estate, Thane - 400604

For Feedback &
Grievances

Relating to dividend, dematerialization - rematerialisation, transfer, transmission of equity shares.

Corporate & Registered Office

related to financial statements and investor relations

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