Notes to Accounts of Repco Home Finance Ltd.

Mar 31, 2018

BASIS OF ACCOUNTING AND PREPARATION OF FINANCIAL STATEMENTS

The financial statements of the company have been prepared in accordance with the generally accepted accounting principles in India (Indian GAAP). The company has prepared these financial statements to comply in all material respects with the accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 and the Companies (Accounting Standards) Rules, 2016 (as amended). The financial statements have been prepared on an accrual basis and under the historical cost convention. The accounting policies adopted in the preparation of the financial statements are consistent with those followed in the previous year.

The Company follows the applicable guidelines and directions, including prudential norms for income recognition, asset classification and provisioning as prescribed by the National Housing Bank (“NHB”).

Contingent Liabilities not provided for:-

1.1 (i) Claims against the Company not acknowledged as debts Rs. 0.21 crore (March 31, 2017- Rs.0.21 crore)

(ii) Disputed Income tax Liability Rs.7.33 crore (March 31 2017- Rs. 5.48 crore)

1.2 Commitment towards sanction pending disbursement including part disbursement as on March 31, 2018 - Rs. 486.91 crore (March 31, 2017- Rs. 381.46 crore).

1.3 Pending Capital Commitments: Pending capital commitments as on March 31, 2018 is Rs.0.55 crore (March 31, 2017-Rs.0.25 crore).

1.4 The following disclosures have been given in terms of the National Housing Bank’s notification no. NHB.HFC.CG-DIR.1/ MD&CEO/2016 dated February 9, 2017: 25.4.4

Derivatives -NIL

Forward rate agreement (FRA) / Interest rate swaps (IRS) - NIL Exchange traded interest rate (IR) Dreivative - NIL Disclosure on Risk exposure in Derivatives - NA

1.4.1 Securitisaion - NIL

Details of Financial Assets sold to Securitisation / Reconstruction Company for Asset Reconstruction - NA Details of Assignment transactions undertaken by HFCs - NA Details of non-performing financial assets purchased / sold - NA

1.4.2. Details of financing of parent company products : NIL

1.4.3. Details of Single Borrower Limit (SGL) / Group Borrower Limit (GBL):

The company has not exceeded limit prescribed by National Housing Bank for Single Borrower Limit (SGL) and Group Borrower Limit (GBL).

1.4.4. Unsecured Advances:

The Company has not financed against intangible securities such as rights, licenses, authority etc as collateral security.

1.4.5. Registration obtained from other financial sector regulaors :

The Company has not obtained registration from any other financial sector regulator.

1.4.6. Disclosure of Penalities imposed by NHB and other regulators :

Based on inspection observations made by the NHB, with reference to the position as of 31-03-2016, the Company has recalculated Net Owned Fund (NOF) and Capital Adequacy Ratio (CAR) as at 31-03-2016. The reported and revised NOF/CAR as at 31-03-2016 along with impact are given below-

The difference was attributed to additional provisioning due to reclassification of advances, reversal of interest income, netting the provisions created towards standard advances and consequent assignment of risk-weights. Pursuant to the inspection observations with reference to the financial position of the Company as at 31-03-2016, National Housing Bank levied penalty aggregating to Rs.35,000/- and GST thereon, with respect to the contraventions on (i) Income Recognition (Para-22); (ii) Assets Classification (Para-27); (iii) LTV Norms (Para-27A) (iv) Assigning wrong risk-weight resulting in incorrect CAR computation (Para-30); (v) Shortfall in Provisioning ( Para-28) of the Housing Finance Companies (NHB) Directions 2010 and also (vi) disbursement of loans on the property for which the approved plan was not available (Policy Circular No.18) (vii) Guidelines on Fair Practices Code.

1.4.7 Related Party Transactions:

(a) Disclosures in terms of Accounting Standard 18 “Related Party Disclosure” (AS 18) are given below:-List of related parties:

Repco Bank Ltd., Promoter

Repco Micro Finance Ltd., Associates

Key Management Personnel

Shri R. Varadarajan Managing Director

Shri I? Natarajan Executive Director(upto 31.08.2016)

Shri V Raghu Executive Director (upto 31.05.2017)

Shri K. Ashok Executive Director (upto 31.10.2017)

Shri T. Karunakaran Chief Financial Officer

Shri K. Prabhu Company Secretary and Compliance Officer The Company’s related party balances and transactions are summarized as follows:

1.4.8 Net Profit or Loss for the period, prior period items and changes in accounting policies:

During the year (a) no prior period items occurred which has impact on Statement of Profit and loss, (b) no change in Accounting policy, there were no circumstances (other than income recognition on Non performing advances) in which revenue recognition has been postponed pending resolution of significant uncertainty and there is no withdrawal from reserve fund.

1.4.9 Revenue Recognition

There are no circumstances in which revenue recognition has been postponed by the Company pending the resolution of significant uncertainties.

1.4.10 Consolidated Financial Statements (CFS)

RHFL has no subsidiary Company, hence requirement of CFS involving subsidiary Company is not applicable. However asscoiate’s financials is consolidated and reported.

Note:

1. The Company’s policy is to provide provisions towards NPA as per NHB guidelines. However by way of prudence and abundant caution, Company has provided additional provision over and above the NHB guidelines and has maintained cumulative NPA provision of Rs.157.17 crores (March 31, 2017 - Rs. 110.11 crores)

2. The total outstanding amount mean principal accrued interest other charges pertaining to loans

3. The Category of Doubtful Assets will be as under:

1.4.11 Draw Down from Reserves

Not applicable since the company has not drawn down any amount from reserves in the current year as well as previous year.

Concentration of Public Deposits, Advances, Exposures and NPAs.

1.4.12 Concentration of Public Deposits (for Public Deposit taking/holding HFCs):

Not applicable, since the company has not accepted any deposits from the public.

1.4.13 Overseas Assets : The company does not have any overseas assets.

1.4.14 Off-balance sheet SPVs sponsord (which are required to be consolidated as per accounting norms):

The company does not have any off balance sheet Special Purpose Vehicle (SPV) which requires to be consolidated as per accounting norms.

Disclosure of Compliants (As certified by the management)

1.5 In the opinion of the Board, all Assets other than Fixed Assets and Non current Investments have a realizable value in the Ordinary course of business which is not different from the amount at which it is stated with the exception of Non performing advances for which requisite provision has been made in accordance with the NHB Guidelines.

1.6 There are no Micro, Small and Medium Enterprises (MSME) to whom the Company owes dues, which are outstanding for more than 45 days as at 31-03-2018. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis at information available with the Company.

1.7 Expenditure incurred in foreign currency: Towards Travelling Expenses - Rs. 0.004 crore (March 31, 2017 -Rs.0.04 crore) and Towards Other borrowing costs - Rs.2.82 crore (March 31, 2017 - Nil) . There are no Earnings in foreign currency during the current year as well as in the previous year.

1.8 There are no amounts to be reflected under payable to Investor Protection Fund.

1.9 In accordance with the Accounting Standard on ‘Leases’ (AS 19), the following disclosure in respect of operating leases are made:

The Company has taken retail office premises under operating lease/ leave and license agreements for a period ranging upto 120 months. These are generally cancellable and have no specific obligation for renewal. The total lease payments for current year amounts to Rs.7.41 crores (March 31, 2017 - Rs.6.22 crores) which is recognised in the Statement of Profit and Loss under ‘Rent Expenses’ under note 23.

Segment reporting-

1.10 The main business of the Company is to provide long term loan financing for acquisition / construction of Residential purposes in India. Accordingly, there is no separate reportable segment as per Accounting Standard -AS-17 “Segment Reporting”, as the company has only one Geographical and Business segment.

1.11. EMPLOYEE BENEFITS

i. Defined Contribution Plan:

Company Contribution to

i. Provident fund : Rs. 2.77 Crores (March 31, 2017- Rs. 2.53 Crores)

1.12. Employee Stock Option Scheme-2013 (ESOP-2013):

During the year 2013-14 the Company instituted Employee Stock Option Scheme 2013 (ESOP-2013). The Board of Directors and the share holders approved the scheme during the year 2013-14. As on 31-03-2016 the company has following Employee stock options schemes, the features of the same are as follows:

The Company has adopted the intrinsic value method in accounting for employee cost on account of ESOP Based on such valuation, the difference between the Market price on the date of grant and exercise price is accounted as Deferred Employee compensation cost and the same is amortized over the vesting period. Accordingly sums aggregating to Rs. Nil/- (March 31, 2017- Rs. 4,81,66,267/-) is recognized as expenses on employee stock option scheme.

The Black-Scholes Model have been used to derive the estimated value of the stock option granted, if the fair value method to account for the employee share based payment plans were to be used. The estimated value of each stock options and the parameters used for deriving the estimated value of stock option granted under the Black-scholes Model is as follows:

Had the compensation cost for the stock options granted under ES0S-2013 (Tranche- I) and ESOS - 2013 (Tranche - II) been determined on fair value approach, the company’s profit after tax and earnings per share would have been as per pro-forma amount indicate below:

1.13 Expenditure towards Corporate Social responsibility:

The gross amount required to be spent by the company during the year 2017-18 as CSR expenditure under section 135 of the Companies Act of 2013 is Rs.4.53 Crores/-(March 31, 2017-Rs. 3.73 Crores) . The amount is required to be spent on activities qualifying as CSR expenditure as per schedule VII of the Companies Act 2013.

During the financial year 2017-18 the company has spent sums aggregating to Rs.0.14 crore (Rs.0.19 crore) towards CSR activities. The details of disclosure as per the Guidance issued by the Institute of Chartered Accountants of India is as follows:-

(a) Gross amount required to be spent by the Company during the year Rs.4.53 Crores/-

1.14 The figures of the previous year have been audited by a firm of chartered accountants other than S.R. Batliboi & Associates LLP. Previous year’s figures have been regrouped / reclassified wherever necessary to correspond with the current year classification / presentation.

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Mar 31, 2017

NOTE 23

NOTES ON ACCOUNTS

1) Contingent Liabilities not provided for:-

i) Claims against the Company not acknowledged as debts Rs.0.21 crore (Rs.0.21 crore)

ii) Disputed Income tax Liability Rs.5.48 crore ( Rs. 6.18 crore) .

2) Commitment towards sanction pending disbursement including part disbursement as on 31-03-2017 - Rs.381.46 crore (Rs. 370.19 crore).

3) Pending capital commitments as on 31st March 2017 is Rs. 0.25 crore (Rs. 1.94 crore).

4) The following disclosures have been given in terms of the National Housing Bank''s notification no. NHB.HFC.CG-DIR.1/ MD&CEO/2016 dated February 9, 2017:

5. Details of financing of parent company products : NIL

6. Details of Single Borrower Limit (SGL) / Group Borrower Limit (GBL): The company has not exceeded limit prescribed by National Housing Bank for Single Borrower Limit (SGL) and Group Borrower Limit (GBL).

7. Unsecured Advances:

The Company has not financed against intangible securities such as rights, licenses, authority etc as collateral security.

MISCELLANEOUS

8. Registration obtained from other financial sector regulators :

The Company has not obtained registration from any other financial sector regulator.

9. Disclosure of Penalties imposed by NHB and other regulators :

During the year National Housing Bank (NHB) has conducted inspection with reference to the position as on 3103-2016. Observations arising out of the above inspection was communicated to the Company by NHB vide letter dated 07-04-2017. Company submitted reply to NHB observations and response from NHB is awaited as on date. No penalty has been imposed by NHB during the year.

10. Related Party Transactions:

(a) Disclosures in terms of Accounting Standard 18 "Related Party Disclosure" (AS 18) are given below:-

List of related parties:

Promoter Associates

Repco Bank Ltd., Repco Micro Finance Ltd.,

Key Management Personnel

Shri R. Varadarajan Managing Director

Shri I? Natarajan Executive Director(up to 31.08.2016)

Shri V. Raghu Executive Director

Shri K. Ashok Executive Director (From 01.12.2016)

Shri T. Karunakaran Chief Financial Officer

Shri K. Prabhu Company Secretary and Compliance Officer

The Company''s related party balances and transactions are summarized as follows:

Remuneration paid to Key Management Personnel:

11. Net Profit or Loss for the period, prior period items and changes in accounting policies:

During the year (a) no prior period items occurred which has impact on Statement of Profit and loss, (b) no change in Accounting policy, (c) there were no circumstances (other than income recognition on Non performing advances) in which revenue recognition has been postponed pending resolution of significant uncertainty and (d) there is no withdrawal from reserve fund

12. Consolidated Financial Statements (CFS)

RHFL has no subsidiary Company, hence requirement of CFS involving subsidiary Company is not applicable. However associate’s financials is consolidated and reported.

Additional Disclosures:

Note:

13. The Company''s policy is to provide provisions towards NPA as per NHB guidelines. However by way of prudence and abundant caution, Company has provided additional provision over and above the NHB guidelines and has maintained cumulative NPA provision of Rs.110.11 crores (PY Rs.64.10 crores)

14. The total outstanding amount mean principal accrued interest other charges pertaining to loans

Concentration of Public Deposits, Advances, Exposures and NPAs.

15 Concentration of Public Deposits ( for Public Deposit taking/holding HFCs): Not applicable, since the company has not accepted any deposits from the public.

16 Overseas Assets : The company does not have any overseas assets.

17 Off-balance sheet SPVs sponsord (which are required to be consolidated as per accounting norms) : The company does not have any off balance sheet Special Purpose Vehicle (SPV) which requires to be consolidated as per accounting norms.

Disclosure of Complaints (As certified by the management)

18 In the opinion of the Board, all Assets other than Fixed Assets and Noncurrent Investments have a realizable value in the Ordinary course of business which is not different from the amount at which it is stated with the exception of Non performing advances for which requisite provision has been made in accordance with the NHB Guidelines.

19 There are no Micro, Small and Medium Enterprises (MSME) to whom the Company owes dues, which are outstanding for more than 45 days as at 31-03-2017. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis at information available with the Company.

20 Expenditure incurred in foreign currency: Towards Travelling Expenses - Rs.0.04 crore (Rs.0.13 crore ). There are no Earnings in foreign currency during the current year as well as in the previous year.

21 There are no amounts to be reflected under payable to Investor Protection Fund.

22. In accordance with the Accounting Standard on ''Leases'' (AS 19), the following disclosure in respect of operating leases are made :

The Company has taken retail office premises under operating lease/ leave and license agreements for a period ranging up to 120 months. These are generally cancellable and have no specific obligation for renewal. The total lease payments for current year amounts to Rs.6.22 crores (Previous year Rs.5.65 crores) which is recognized in the Statement of Profit and Loss under ''Rent Expenses'' under note 21.

The Central Government in consultation with National Advisory Committee of Accounting Standards vide notification dated March 30, 2016 and circular no. 04/2016 dated April 27, 2016 had amended Companies (Accounting Standards) Rules, 2006 (''principal rules''). According to Companies (Accounting Standards) Amendment Rules, 2016, the Company has not appropriated proposed dividend of ''Rs. 12.51 crores and Tax thereon of '' Rs.2.55 crores from Statement of Profit and Loss for the year ended March 31, 2017. (Refer Para 8.5 of AS - 4 Contingencies and Events occurring after Balance Sheet date). Accordingly, the proposed dividend and tax thereon are not recognized as liability at the year end. Due to such change, Current Liability is lower by ''Rs.15.06 crores and Reserves and Surplus is higher to that extent. However, the same will be recognized as liability on approval of shareholders at ensuing Annual General Meeting.

The Company has adopted the intrinsic value method in accounting for employee cost on account of ESOP Based on such valuation, the difference between the Market price on the date of grant and exercise price is accounted as Deferred Employee compensation cost and the same is amortized over the vesting period. Accordingly sums aggregating to Rs.Nil/- (Rs. 4,81,66,267/-) is recognized as expenses on employee stock option scheme.

23. Expenditure towards Corporate Social responsibility:

The gross amount required to be spent by the company during the year 2016-17 as CSR expenditure under section 135 of the Companies Act of 2013 is Rs.3.73 Crores/-( Rs. 2.98 Crores). The amount is required to be spent on activities qualifying as CSR expenditure as per schedule VII of the Companies Act 2013.

During the financial year 2016-17 the company has spent sums aggregating to Rs.0.19 crore (Rs.0.24 crore) towards CSR activities. The details of disclosure as per the Guidance issued by the Institute of Chartered Accountants of India is as follows:-

(a) Gross amount required to be spent by the Company during the year Rs.3.73 Crores/-

24. Previous year figures have been regrouped and rearranged wherever necessary, to conform to current year classification.

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Mar 31, 2016

I) Contingent Liabilities not provided for:-

(a) Claims against the Company not acknowledged as debts Rs. 20.96 lakh (Rs.20.96 lakh)

(b) Disputed Income tax Liability Rs. 617.58 lakh ( Rs.130.45 lakh) .

ii) Commitment towards sanction pending disbursement including part disbursement as on 31-03-2016 - Rs.37018.93 lakh (Rs.30,669.62 lakh).

iii) Pending Capital Commitments: Pending capital commitments as on 31st March 2016 is Rs. 1,94,36,641 (Rs. 2,03,54,882).

iv) Deferred Tax:

The components of deferred tax assets and deferred tax Liabilities as on 31-03-2016 and as at 31-03-2015 are as under:

v) In the opinion of the Board, all Assets other than Fixed Assets and Non current Investments have a realizable value in the Ordinary course of business which is not different from the amount at which it is stated with the exception of Non performing advances for which requisite provision has been made in accordance with the NHB Guidelines.

vi) Classification of Loans and Provisions made for Non-Performing Assets are as under:

vii) There are no Micro, Small and Medium Enterprises (MSME) to whom the Company owes dues, which are outstanding for more than 45 days as at 31-03-2016. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis at information available with the Company.

viii) Expenditure incurred in foreign currency: Towards Travelling Expenses - Rs. 13,22,362/- (Rs.10,39,849 /-) . There are no Earnings in foreign currency during the current year as well as in the previous year.

ix) There are no amounts to be reflected under payable to Investor Protection Fund.

x) Related Party Transactions

Disclosures in terms of Accounting Standard 18 "Related Party Disclosure" (AS 18)are given below:- List of related parties:

Promoter Associates

Repco Bank Ltd., Repco Micro Finance Ltd.,

Key Management Personnel

Shri R. Varadarajan Managing Director

Shri I Natarajan Executive Director

Shri V Raghu Executive Director

Shri T. Karunakaran Chief Financial Officer

Shri K. Prabhu Company Secretary and Compliance Officer

xi) The main business of the Company is to provide long term loan financing for Residential purposes in India. Accordingly, there is no separate reportable segment as per Accounting Standard - AS-17 "Segment Reporting", as the Company has only one Geographical and Business segment.

xii) EMPLOYEE BENEFITS

i. Defined Contribution Plan:

Company Contribution to Provident fund : Rs. 2,01,95,367

(xiii) National Housing Bank during the inspection of the company with reference to the position as on 31st March 2013 has observed that the company''s Net Owned Fund (NOF) and Capital Adequacy Ratio (CAR) was Rs.612.66 crore and 25.07% respectively as against Rs.623.26 crore and 25.50% worked out by the company as at end of March 2013. The difference was attributed to not considering Rs.64.03 crore deposited with parent bank i.e., Repco Bank Ltd., for the purposes of calculation of NOF and short provisioning to the extent of Rs.74.33 lakh, on account of reclassification of non-performing advances / standards advances.

The contention of the company that Repco Bank Ltd., was not a body corporate and hence not considered the deposit amount with Repco Bank Ltd., for calculation of NOF, was not acceptable to NHB. However, the CAR of the company as at end of March 2013 was well above the statutory minimum requirement of 12%.

National Housing Bank during the inspection of the company with reference to the position as on 31st March 2014 has observed that the company''s Net Owned Fund (NOF) and Capital Adequacy Ratio (CAR) was Rs. 718.46 crore and 24.26% respectively as against Rs. 719.32 crore and 24.51% worked out by the company as on that date. The difference was attributed to additional provisioning due to reclassification of standard/Non performing advances with consequential reversal of income, negative amortization, wrong treatment of Commercial Real Estate loans, and provisioning towards loans extended to employees.

xiv) During the year Company has rephased certain advances consequent to floods in certain districts of Tamilnadu. The advances outstanding related to these accounts aggregate to Rs. 209.49 crore as at 31/03/2016. (As part of the Rephasement Company has extended repayment holiday ranging from 3 months to 6 months and these advances have been classified as Performing advances based on the NHB Directions.)

xv) Employee Stock Option Scheme-2013 (ESOP-2013): During the year 2013-14 the Company instituted Employee Stock Option Scheme 2013 (ESOP-2013). The Board of Directors and the share holders approved the scheme during the year 2013-14. As on 31-03-2016 the company has following Employee stock options schemes, the features of the same are as follows:-

xvi)During the year one of the associate company Repco Infrastructure Development company limited was wound up, accordingly the investment made in the company amounting to Rs.500000/- is written off to the statement of profit and loss.Further provision already made towards this investment amounting to Rs.500000/- is written back to the statementof profit and loss.

xvii) Details of Reserve Fund Created under Section 29C of the NHB Act, 1987. Disclosure as per the directions of the National Housing Bank communicated vide their letter NHB (ND)/DRS/Pol.Circular.61/2013-14, dt April 7, 2014

xviii) Expenditure towards Corporate Social responsibility:

The gross amount required to be spent by the company during the year 2015-16 as CSR expenditure under section 135 of the Companies Act of 2013 is Rs. 2,98,02,461/-(Rs. 2,24,26,970) being 2% of the average profit after tax of past three financial years . The amount is required to be spent on activities qualifying as CSR expenditure as per schedule VII of the Companies Act 2013.

During the financial year 2015-2016 the company has spent sums aggregating to Rs. 24,25,000 towards CSR activities. The details of disclosure as per the Guidance issued by the Institute of Chartered Accountants of India is as follows:-

(a) Gross amount required to be spent by the Company during the year Rs. 2,98,02,461/-

(b) Amount spent during the year :-

xix) Provision required towards long term investments- Nil (Rs.5,00,000)

xx) Previous year figures have been regrouped and rearranged wherever necessary, to conform to current year classification.

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Mar 31, 2015

1) Contingent Liabilities not provided for:-

(i) Claims against the Company not acknowledged as debts Rs. 20.96 lakh (Rs.20.96 lakh)

(ii) Disputed Income tax Liability Rs. 130.46 lakh ( Rs. NIL) .

2) Commitment towards sanction pending disbursement including part disbursement as on 31-03-2015 - Rs.30,669.62 lakh (Rs.21,405.72 lakh).

4) In the opinion of the Board, all Assets other than Fixed Assets and Non current Investments have a realizable value in the Ordinary course of business which is not different from the amount at which it is stated with the exception of Non performing advances for which requisite provision has been made in accordance with the NHB Guidelines.

5) There are no Micro, Small and Medium Enterprises (MSME) to whom the Company owes dues, which are outstanding for more than 45 days as at 31-03-2015. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis at information available with the Company.

6) Expenditure incurred in foreign currency: Towards Travelling Expenses - Rs. 10,39,849/- (Rs.420,949/-) . There are no Earnings in foreign currency during the current year as well as in the previous year

7) There are no amounts to be reflected under payable to Investor Protection Fund.

8) Related Party Transactions

Disclosures in terms of AS 18 issued by ICAI are given below:- List of related parties:

Promoter Associates

Repco Bank Ltd., Repco Micro Finance Ltd.,

Repco Infrastructure Development Company Ltd.,

Key Management Personnel

Shri R. Varadarajan Managing Director

Shri P. Natarajan Executive Director

Shri V. Raghu Executive Director

Shri T. Karunakaran Chief Financial Officer

Shri K. Prabhu Company Secretary and Compliance Officer

9) The main business of the Company is to provide long term loan financing for Residential purposes in India. Accordingly, there is no separate reportable segment as per Accounting Standard - AS-17 "Segment Reporting", as the company has only one Geographical and Business segment.

10) During the year National Housing Bank vide their circular 65/2014-15 dated August 22, 2014 directed Housing finance Companies (HFC) to provide for deferred tax liability in respect of amount transferred to 'Special Reserve" created under Section 36(i)(viii) of the Income tax Act 1961. NHB further advised the Housing finance companies to provide deferred tax liability in respect of accumulated balance of special reserve as on 31/03/2014 out of reserves over a period of three years commencing from the current year in a phased manner in the ratio of 25:25:50. However the company has adjusted the entire deferred tax liability of Rs.45,72,75,504 on account of Special reserve outstanding as at 31/03/2014 out of the general reserves outstanding at the beginning of the year.

Further in respect of special reserve under section 36(i)(viii) created during the current year, the company has recognized deferred tax liability of Rs.14,23,42,704/- on such Special reserve and charged to statement of profit and loss in accor- dance with the NHB guidelines.

11) The company has changed the method of providing depreciation from 1st April 2014 as required by the Companies Act, 2013. Accordingly depreciation is provided in accordance with Schedule II thereof for the current year as against the rates specified in Schedule XIV to the Companies Act, 1956 adopted in the previous year. As a result, depreciation for the cur- rent year is lower by Rs. 43.68 lakhs.

Further, in respect of assets whose remaining useful life is "NIL", their carrying amounts as on 1st April 2014, aggregating to Rs.21,25,781/- is adjusted against retained earnings as at 1st April 2014.

12) The Company during the current year has written back unpaid Initial Public Offer (IPO) expenses aggregating to Rs.23,14,057/-. Since originally these expenses have been adjusted against share premium account, the amount not pay- able as above is added to the securities premium account during the current year.

13) EMPLOYEE BENEFITS

i. Defined Contribution Plan:

Company Contribution to

i. Provident fund : Rs.16,299,437

14) There are no penalties levied on the company by the National Housing Bank.

15) Expenditure towards Corporate Social responsibility:

The gross amount required to be spent by the company during the year 2014-15 as CSR expenditure under section 135 of the Companies Act of 2013 is Rs. 2,24,26,970/- being 2% of the average profit after tax of past three financial years . The amount is required to be spent on activities qualifying as CSR expenditure as per schedule VII of the Companies Act 2013.

During the financial year 2014-2015 the company has spent sums aggregating to Rs.13 lakh towards CSR activities. The details of disclosure as per the Guidance issued by the Institute of Chartered Accountants of India is as follows:- (a) Gross amount required to be spent by the Company during the year Rs. 2,24,26,970/-

16) Previous year figures have been regrouped and rearranged wherever necessary, to conform to current year classification.

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Mar 31, 2014

1) CONTINGENT LIABILITIES

Claims against the Company not acknowledged as Debts Rs.20.96 lakh (Rs.20.96 lakh)

2) Commitment towards loan sanction pending disbursement including part Disbursement as on 31-03-2014 - Rs.21,405.72 lakh (Rs.21,108.33 lakh).

3) DEFERRED TAx:

The components of deferred tax assets and deferred tax Liabilities as on 31-03-2014 and as at 31-03-2013 are as under:

4) In the opinion of the Board, all Assets other than Fixed Assets and Non current Investments have a realizable value in the Ordinary course of business which is not different from the amount at which it is stated with the exception of Non perform- ing advances for which requisite provision has been made in accordance with the NHB Guidelines.

5) Classification of Loans and Provisions made for Non-Performing Assets are as under:

6) The company has raised Rs.270.23 crore by way of Initial Public Offer of its Equity Shares of 15,720,262, during the year 2012-13. The Proceeds of the Initial Public Offer are fully utilized for the purpose stated in the offer document.

7) There are no Micro, Small and Medium Enterprises (MSME) to whom the Company owes dues, which are outstanding for more than 45 days as at 31-03-2014. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis at information available with the Company.

8) Expenditure incurred in foreign currency: Towards Travelling Expenses - Rs.420,949/- (Rs.718,575/-). There are no Earnings in foreign currency during the current year as well as in the previous year.

9) There are no amounts to be reflected under payable to Investor Protection Fund.

10) Related Party Transactions

Disclosures in terms of AS 18 issued by ICAI are given below:-

List of related parties:

Promoter Associates

Repco Bank Repco Micro Finance Ltd.,

Repco Infrastructure Development Company Ltd.,

Company holding substantial interest

First Carlyle Growth VI

key Management Personnel

Shri. R. Varadarajan Managing Director

Shri. P. Natarajan Executive Director

Shri. V. Raghu Executive Director

11) The main business of the Company is to provide long term loan financing for Residential purposes in India. Accordingly, there is no separate reportable segment as per Accounting Standard - AS-17 "Segment Reporting", as the company has only one Geographical and Business segment.

12) Earning per share (Basic and Diluted)

The Company has adopted the intrinsic value method in accounting for employee cost on account of ESOP. Based on such valuation, amount aggregating to Rs.51,639,085/- is accounted as Deferred Employee Compensation by crediting Employee Stock Options Outstanding. Deferred Employee Compensation cost is amortized over the vesting period, and accordingly an amount of Rs.223,53,357/- is treated as an Employee Cost for the current year.

The Black-Scholes model has been used to derive the estimated value of Stock Option granted, if the fair value method to account for the ESOP were to be used. The parameters used for deriving the estimated value of stock option granted under Black-Scholes model as follows:

Had the company adopted the fair value method in respect of the options granted, the total amount that would have been amortized over the vesting period is Rs.527,85,000/- and the impact on the financial statements would be as follows:-

13) Details of Reserve Fund Created under Section 29C of the NHB Act, 1987. Disclosure as per the directions of the National Housing Bank communicated vide their letter NHB(ND)/DRS/Pol.Circular.61/2013-14, dt April 7, 2014

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Mar 31, 2013

A) CONTINGENT LIABILITIES

i) Claims against the Company not acknowledged as Debts Rs.20.96 lakh (Rs. 20.96 lakh)

ii) Disputed Income tax Liability Rs.NIL (Rs.20.38 lakh)

b) Commitment towards sanction pending disbursement including part Disbursements as on 31-03-2013 - Rs.21,108.33 lakh (Rs.15,458.53 lakh).

c) In the opinion of the Board, all Assets other than Fixed Assets and Non current Investments have a realizable value in the Ordinary course of business which is not different from the amount at which it is stated with the exception of Non performing advances for which requisite provision has been made in accordance with the NHB Guidelines.

d) During the year, the company has made an Initial Public Offer (IPO) through Book Building process of 15,720,262 numbers of Equity Shares @ Rs.10/- each. The equity shares have been priced and allotted at Rs.172/- per equity share. (Includ- ing Share premium at Rs.162/- per equity share) Except in the case of allotment of 98,025 equity share for subscription by eligible employees of the company/Promoter where the allotment was made at a price of Rs.156/- per equity share at a discount of Rs.16/- per equity share (including a premium of Rs.146/- per equity share).

The company has raised Rs.270.23 crore out of the IPO. Post issue the holding of Repco Bank in the paid up equity share capital of the company has came down from 50.02% to 37.37% The equity shares offer to the public have been allotted on 22nd March 2013 and have been listed in the National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE) on 1st April 2013. Accordingly issued and paid up share capital has increased from Rs.46.44 crore to Rs.62.16 crore and an amount of Rs.243.52 crore (Net of Issue expenses of Rs.10.99* crore, which includes Rs.15.00 lakh to the auditors) has been credited to securities premium account. The proceeds of the issue (net of issue expenses) are being utilized for the purpose mentioned in the prospectus/retained in Bank Deposit pending utilization.

e) National Housing Bank has observed that the Company''s Net Owned Fund (NOF) and CRAR was Rs.287.03 Crore and 15.86% respectively as at the end of March 31st, 2012 as against Rs.295.33 Crore and 16.5% respectively worked out by the Company for the year 2011-12. The difference was attributed to non deduction of intangible assets, deferred IPO expenses, Disputed Income tax and required provisioning. Company had not deducted software- intangible asset, Pre paid IPO expenses, and Disputed income tax from the net owned funds having regard to the nature of each item on a consistent basis.

Further National Housing Bank observed that the Company had not created the reserve fund in terms of Section 29C of the National Housing Bank Act, 1987. Since the company was crediting Minimum of 20% of the profits every year to re- serve under section 36 (1) (VIII) of the Income Tax Act, 1961, regularly which was also considered to be the reserve created under Section 29C of the National Housing Bank Act, 1987 no additional reserve was created. This has been adequately reflected in the current year disclosure.

The Company over and above the minimum requirement of 20% has also created an additional reserve of Rs.16.01 Crore under Section 29C of NHB Act, during the current year.

f) There are no Micro, Small and Medium Enterprises (MSME) to whom the Company owes dues, which are outstanding for more than 45 days as at 31-03-2013. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis at information available with the Company.

g) Expenditure incurred in foreign currency : Rs. 7,18,575/- (NIL). There are no Earnings in foreign currency during the cur- rent year as well as in the previous year.

h) There are no amounts to be reflected under payable to Investor Protection Fund.

i) Related Party Transactions

Disclosures in terms of AS 18 issued by ICAI are given below:- List of related parties:

Promoter Associates

Repco Bank Repco MSME Development Company Ltd.,

Repco Infrastructure Development Company Ltd.,

Company holding substantial interest

First Carlyle Growth VI

Key Management Personnel

Shri R. Varadarajan, Managing Director

Shri I Natarajan Executive Director-In Charge up to 28-08-2012 and Executive Director (from 29-08-2012)

Shri V Raghu, Executive Director (from 01-11-2012)

j) The main business of the Company is to provide long term loan financing for Residential purposes in India. Accordingly, there is no separate reportable segment as per Accounting Standard - AS-17 "Segment Reporting", as the company has only one Geographical and Business segment.

k) Rupee Equivalent of Foreign Currency paid towards Buy back of shares during the current year NIL (Rs. 10,000/-)

l) There are no penalties levied on the company by the National Housing Bank.

m) Previous year figures have been regrouped and rearranged wherever necessary, to conform to current year classification.

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Mar 31, 2012

A) CONTINGENT LIABILITIES

i) Claims against the Company not acknowledged as Debts Rs.20.96 lakh (Rs. 20.96 lakh)

ii) Disputed Income tax Liability Rs.NIL (Rs.20.38 lakh)

b) Commitment towards sanction pending disbursement including part Disbursements as on 31-03-2013 - Rs.21,108.33 lakh (Rs.15,458.53 lakh).

c) DEFERRED TAX

The components of deferred tax assets and deferred tax Liabilities as on 31-03-2013 and as at 31-03-2012 are as under:

d) In the opinion of the Board, all Assets other than Fixed Assets and Non current Investments have a realizable value in the Ordinary course of business which is not different from the amount at which it is stated with the exception of Non performing advances for which requisite provision has been made in accordance with the NHB Guidelines.

f) During the year, the company has made an Initial Public Offer (IPO) through Book Building process of 15,720,262 numbers

of Equity Shares @ Rs.10/- each. The equity shares have been priced and allotted at Rs.172/- per equity share. (Includ- ing Share premium at Rs.162/- per equity share) Except in the case of allotment of 98,025 equity share for subscription by eligible employees of the company/Promoter where the allotment was made at a price of Rs.156/- per equity share at a discount of Rs.16/- per equity share (including a premium of Rs.146/- per equity share).

The company has raised Rs.270.23 crore out of the IPO. Post issue the holding of Repco Bank in the paid up equity share capital of the company has came down from 50.02% to 37.37% The equity shares offer to the public have been allotted on 22nd March 2013 and have been listed in the National Stock Exchange (NSE) and the Bombay Stock Exchange (BSE) on 1st April 2013. Accordingly issued and paid up share capital has increased from Rs.46.44 crore to Rs.62.16 crore and an amount of Rs.243.52 crore (Net of Issue expenses of Rs.10.99* crore, which includes Rs.15.00 lakh to the auditors) has been credited to securities premium account. The proceeds of the issue (net of issue expenses) are being utilized for the purpose mentioned in the prospectus/retained in Bank Deposit pending utilization.

The proceeds of Initial Public offer Equity shares are utilized as under upto 31/03/2013:-

Particulars Amount Rs. in Crore

Share Issue Proceeds 270.23

Less: Issue Expenses Paid upto 31/03/2013 4.75

Less: Used for the Purpose of Business 72.24

Amount kept in Banks 186.01

Balance outstanding in public issue account 7.23

g) National Housing Bank has observed that the Company''s Net Owned Fund (NOF) and CRAR was Rs.287.03 Crore and 15.86% respectively as at the end of March 31st, 2012 as against Rs.295.33 Crore and 16.5% respectively worked out by the Company for the year 2011-12. The difference was attributed to non deduction of intangible assets, deferred IPO expenses, Disputed Income tax and required provisioning. Company had not deducted software- intangible asset, Pre paid IPO expenses, and Disputed income tax from the net owned funds having regard to the nature of each item on a consistent basis.

Further National Housing Bank observed that the Company had not created the reserve fund in terms of Section 29C of the National Housing Bank Act, 1987. Since the company was crediting Minimum of 20% of the profits every year to re- serve under section 36 (1) (VIII) of the Income Tax Act, 1961, regularly which was also considered to be the reserve created under Section 29C of the National Housing Bank Act, 1987 no additional reserve was created. This has been adequately reflected in the current year disclosure.

The Company over and above the minimum requirement of 20% has also created an additional reserve of Rs.16.01 Crore under Section 29C of NHB Act, during the current year.

h) There are no Micro, Small and Medium Enterprises (MSME) to whom the Company owes dues, which are outstanding for more than 45 days as at 31-03-2013. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis at information available with the Company.

i) Expenditure incurred in foreign currency : Rs. 7,18,575/- (NIL). There are no Earnings in foreign currency during the cur- rent year as well as in the previous year.

j) There are no amounts to be reflected under payable to Investor Protection Fund.

k) Related Party Transactions

Disclosures in terms of AS 18 issued by ICAI are given below:- List of related parties:

Promoter Associates

Repco Bank Repco MSME Development Company Ltd.,

Repco Infrastructure Development Company Ltd.,

Company holding substantial interest

First Carlyle Growth VI

Key Management Personnel

Shri R. Varadarajan, Managing Director

Shri I. Natarajan Executive Director-In Charge up to 28-08-2012 and Executive Director (from 29-08-2012)

Shri V. Raghu, Executive Director (from 01-11-2012)

l) The main business of the Company is to provide long term loan financing for Residential purposes in India. Accordingly, there is no separate reportable segment as per Accounting Standard - AS-17 "Segment Reporting", as the company has only one Geographical and Business segment.

o) Rupee Equivalent of Foreign Currency paid towards Buy back of shares during the current year NIL (Rs. 10,000/-)

q) EMPLOYEE BENEFITS

i. Defined Contribution Plan:

Company Contribution to

i. Provident fund : Rs.9,182,385/-

v) There are no penalties levied on the company by the National Housing Bank.

x) Previous year figures have been regrouped and rearranged wherever necessary, to conform to current year classification.

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Mar 31, 2011

1) Share Capital

a) Equity shares include 1004 differential equity shares subscribed by the First Carlyle Growth VI (Investor) and Co-Investors in accordance with the Share Purchase, Share Subscription and Shareholders Agreement entered between the Company, Promoter of the Company, Investor and Co-Investors on 28-12-2007 and carry differential rights in relation to voting, dividend and other rights.

b) 40,224,000 5% Series "A" cumulative fully convertible preference shares of Rs.10/- each were converted into 7,837,877 equity shares on 30 July 2009 at a premium of Rs.41.32 in accordance with the Share Purchase, Share Subscription and Shareholders Agreement entered between the Company, Promoter ot the Company, Investor and Co-Investors on 28-12-2007. Accordingly, Rs.78,378,770/- was credited to share capital account and Rs.323,861,230/- was credited to share premium account.

2) Commitment towards sanction pending disbursement including part Disbursements as on 31-03-2011 - Rs.14,031.26 lakh (Rs. 9,520.52 lakh).

3) Secured Loans include Rs.27,779.36 lakh (Rs. 25,805.92 lakh) lakh falling due for repayment within one year.

4) In the opinion of the Management, the Current assets, loans and advances as stated in the balance sheet are realizable in the normal course of business.

5) There are no Micro and Small Enterprises to whom the Company owes dues, which are outstanding for more than 45 days as at 31-03-2011. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis at information available with the Company.

6) There are no amounts to be reflected under payable to Investor Protection Fund.

7) The main business of the Company is to provide long term loan financing for Residential purposes in India. Accordingly, there is not separate reportable segment as per Accounting Standard - AS-17 "Segment Reporting".

8) Previous year figures have been regrouped and rearranged wherever necessary, to confirm to current year classification.

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Mar 31, 2010

1) Share Capital

a) Equity shares include 1,004 differential equity shares subscribed by the First Carlyle Growth VI (Investor) and Co-Investors in accordance with the Share Purchase. Share Subscription and Shareholders Agreement entered between the Company, Promoter of the Company, Investor and Co-Investors and carry differential rights in relation to voting, dividend and other rights.

b) 40,224,000 5% Series "A" Cumulative Fully Convertible Preference Shares of Rs. 10/- each were converted into 7,837,877 equity shares on July 30.2009 at a premium of Rs 41 32 in accordance with the Share Purchase. Share Subscription and Shareholders Agreement entered between Ihe Company. Promoter of the Company. Investor and Co-Investors. Accordingly, Rs.78,378,770/- was credited to share capital account and Rs.323.861 230/- was credited to share premium account.

2) Commitment towards sanction pending disbursement including part disbursements as on March 31.2010 Rs. 9,520.52 lakh {Rs. 3.380 28 lakh)

3) Secured Loans include Rs 25.805.92 lakh (Rs. 15.474 33 lakh) lakh falling due for repayment within one year

4) In the opinion of the Management, the Current assets, loans and advances as stated in the balance sheet are realizable in the normal course of business.

5) During the year Company has changed the policy of NPA provisioning In respect of sub standard assets 15% provision was made as against required norms of 10% and in respect of all the doubtful assets provision has been made at 50% on secured provision as against 20% / 30% / 50% stipulated by NHB. Due to this profit for the year is lower by Rs 172/- lakhs

6) There are no Micro and Small Enterprises to whom the Company owes dues, which are outstanding for more than 45 days as at 31 -03-2010. This information as required to be disclosed under the Micro. Small and Medium Enterprises Development Act. 2006 has been determined to the extent such parties have been identified on the basis at information available with Ihe Company

7) There are no amounts to be reflected under payable to Investor Protection Fund

8) Related Party Transactions

As per Accounting Standard 18 on related party disclosure issued by the Institute of Chartered Accountants of India, the Company''s related parties are disclosed below

List of related parties

Promoter

Repco Bank

Company holding substantial interest

First Carlyle Growth VI

Key Management Personnel

Shri M. Balasubramaniari Managing Director

Shri S.V. Balasubramanian. Executive Director

9) Previous year figures have been regrouped and rearranged wherever necessary

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Mar 31, 2009

1) Share Capital

Equity shares include 1004 differential equity shares subscribed by the First Carlyle Growth VI (Investor) and Co-Investors in accordance with the Share Purchase. Share Subscription and Shareholders Agreement entered between the Company Promoter nf the Company investor and Co-Investors on 2fl-2007 and carry differential rights in relation to voting, dividend and other rights

5% Series ,LA" cumulative fully convertible preference shares ot Rs. 10/- each are convertible into equity shares at a premium in accordance with the Share Purchase, Share Subscription and Shareholders Agreement entered between the Company, Promoter of the Company, investor and Co-Investors on 2E5-12-2007.

2) Commitment towards sanction pending disbursement including pari Disbursements as on 31.03.2009 - Rs.3,380.28lakh (Rs.3.701.42lakh).

3) Secured Loans include Rs. 15.474.33 lakh (Rs.0.289.57) lakh tailing due for repayment within one year.

4) In the opinion of the Management, the Current assets, Joans and advances as stated in the balance sheet are realizable in the normal course of business.

5) Confirmation of balances have not been vitriol Housing Loans, Sundry Debtors and other current assets and Loans and Advances.

6) There are no Micro and Small Enterprises to whom the Company owes dues, which are outstanding for more than 45 days as at 31-03-2009. T his information as required to be disclosed under the Micro Smell and Medium Enterprises Development Act, 2006 has been determined to the extent such parties have been identified on the basis at information available with the Company

7) There are no amounts to be reflected under payable to Investor Protection Fund.

8) Related Party Transactions

As per Accounting Standard 13 on related party disclosure, issued by Lha Institute of Chartered Accountants of India, the Company''s related parties are disclosed below:

List of related parties:

Promoter

Repco Bank

Company holding substantial interest

First Carlyie Growth VI

Key Management Personnel

Shri M. Dalasubramanian. Managing Director

Shri 5.V, Baiasubramanian, Executive Director

9) EMPLOYEE BENEFITS

i. Defined Contribution Plan:

Company Contribution to

i. Provident fund & Superannuation : Rs. 3,029,687/- fund

ii. Defined benefit Plan:

10) Previous year figures have been remixed and rearranged wherever Necessary.

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Mar 31, 2008

1) Share Capital

Equity shares include 1004 differential equity shares subscribed by the First Carlyle Growth VI (Investor) and Co- in1vesiors in accordance with the Share Purchase-. Share Subscription and Shareholders Agreement entered between the Company. Promoter of the Company Investor and Co Investors on 28-12-2007 and carry differential rights in relation to voting, dividend and other rights.

5% Series "A" cumulative fully convertible preference shares of R s. 10 each are convertible into equity shares at a premium in accordance with the Share Purchase, Share subscription and Shareholders Agreement entered between the Company. Promoter of the Company investor and Co-Investors on 28 12-2007.

2) Dividend

Equity dividend include dividend payable to differ equity share holders amounting to Rs.829.458. representing the positive difference between (i) the dividend payable to Investors on an i:as-if converted basis" arid (ii) the dividend payable by the Company on the Series "A" cumulative fully convertible preference shares

3) Commitment towards sanction pending disbursement including part Disbursements as on 31.03.2008 Rs. 3701,42 lakhs (Rs. 1661.00 Lakhs).

4) Secured Loans include Rs.9.789 57 lakhs (Rs.9,706.39) lakhs falling due for repayment within one year.

5) Deferred Tax:

6) In the opinion of the management the current assets, loans and advances as stated in the balance sheet are realizable in the normal course of business.

7) Confirmation of balances have not been received in respecl of housing loans, sundry debtors and other current assets arid loans & advances

9) There arc no amounts payable to any Small Scale Industrial Undertaking

10) There are no Micro and Small Enterprises to whom the Company owes dues, which are outstanding tor more than 4n days as at 31-03-2008. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined (the extent such parties) have been identified on the basis at information available with the Company.

11) Expenditure incurred in to foreign currency

Travelling expenses: - Rs. 39,309/-

12) The are on amounts to be reflected under/payable to investor Protection fund,

13) Related Party Transactions

As per Accounting Standard 18 on related parly disclosure, issued by the Institute of Chartered Accountants of India, the Company''s related parties are disclosed below:

List of related parties:

Promoter

Repco Bank

Company holding substantial interest

First Carlyle Growth Vt

Key Management Personnel

Shri M Balasubramanian, Managing Director

Shri S.V. Balasubramanian. Executive Director

14) Penalty paid to National Housing Bank during the year -Nil- (-Nil-)

15) Previous year figures have been regrouped and rearranged wherever necessary.