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Directors Report of India Home Loan Ltd.

Mar 31, 2017

Dear Members,

The Directors are pleased to present the 27th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2017.

SUMMARISED FINANCIAL RESULTS: Amt. in lakhs

Particulars

2016-17

2015-2016

Total Income

586.01

429.15

Total Expenditure

273.75

184.13

Profit Before depreciation interest and tax

312.26

245.02

Less: Depreciation

7.06

7.38

Less :Interest

165.15

109.12

Tax

41.01

42.52

Net Profit/(Loss) After Tax

99.04

86.00

YEARLY REVIEW:

The company is registered with National Housing Bank and governed by NHB norms. The Net NPA of the company as on 31st March, 2017 is 1.94%. The company has disbursed 201 loan proposals during this year amounting to Rs. 18.32 Crs. The total portfolio as on 31st March, 2017 stands at Rs. 42.21 Crs.

TRANSFER TO RESERVES:

The Company has transferred Rs. 24,97,935 to Special Reserves under Sec 36(1)(viii) of Income Tax Act, 1961 for the financial year 31st March, 2017 as per audited financial statements.

SHARE CAPITAL:

The Company has made Preferential issue and allotment of 29,11,755 equity shares of face value of Rs. 10/each to identified investor as on 17th November, 2016 which resulted in increase of Paid up Share Capital of the Company to Rs. 14,28,17,550/-.

Allotment was made by Company as on 02nd December, 2016 to the following investors:

S.No.

Name of Allottee

No. of Shares allotted

1.

JM Financial Products Limited

15,05,650

2.

Chetan Shah HUF

2,01,105

3.

Shailaja Shah

1,35,000

4.

Sonal Shah

10,70,000

DIVIDEND:

The Board of Directors recommend dividend at the rate of Rs. 0.10 per equity share (FV of Rs. 10 each) for the year ended 31st March, 2017. The dividend on shares is subject to the approval of the shareholders at the Annual General Meeting scheduled on 17th August, 2017. The total dividend (including Dividend Distribution Tax) payout works out to 17.36% of the net profit for the results.

DEPOSITS:

As on 31st March, 2017, the Company held no deposit in any form from anyone. There were no deposits held by the company as on 31st March, 2017, which were overdue or unclaimed by the depositors. For the present, the Board of Directors has resolved not to accept any deposit from public.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management’s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read with Schedule Part V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, is presented in a separate Annexure -I forming part of the Annual Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the year.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year under review, there were no material changes and commitments affecting the financial position of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31st March, 2017 the Board of Directors of the company comprise of 7 directors, one of whom is the Chairman. The Board consists of two independent directors, three non executive director including two Nominee Director& two executive directors.

Mr. Paresh Khandelwal resigned from the Board effective from 24th May, 2016, Mr. Anant Bhalotia and Mr. Rishabh Siroya resigned from the Board as Promoter Director effective from 17th November 2016, Mr. Ashok Patel resigned from the Board as Promoter Director effective from 02nd December 2016, Mr. Ramesh Chandra Mishra and Ms. Aditi Himanshu Bhatt resigned on 06th February 2017. In order to fill vacancy of Independent Director Mr. Vasudevan Ramaswani was appointed as an Additional Independent Director effective from 6th February, 2017. Mr. Vinit Rai and Mr. Siddharth Kothari were appointed on 02nd December, 2016 as Nominee Director. CS Divya Jain was appointed as Company Secretary of Company as on 06th February 2017.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 8 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

INDEPENDENT DIRECTORS DECLARATION:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not promoters of the Company or its holding, subsidiary or associate company;

2. They are not related to promoters or directors in the company, its holding, subsidiary or associate company.

3. The Independent Directors have / had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives-

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of-

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii) Holds together with his relatives two percent or more of the total voting power of the company; or

(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the company;

6. Independent Director possesses such qualifications as may be directed by the Board.

7. The Company & the Independent Directors shall abide by the provisions specified in Schedule IV of the Companies Act, 2013.

BOARD EVALUATION:

SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors should be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory:

(i) Some Directors had attended all the Board meetings while some Directors were occasionally absent with leave of absence.

(ii) The remunerations paid to Executive Directors are strictly as per the Company and industry policy.

(iii) The Independent Directors received only sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committee deliberation and business and operations of the Company and subsidiaries based on their experience and knowledge and independent views.

(v) The Credit Policy, Loan Policy and compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Board and Audit committee.

MEETING OF INDEPENDENT DIRECTORS:

Pursuant to the provision of Section 149 (8) of the Companies Act, 2013 read with Schedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company held their meeting on 20th March, 2017 and reviewed the performance of non-independent directors and the Board as a whole including the Chairperson of the Company, views expressed by the executive directors and non-executive directors at various level, and evaluated/quantified the quality, quantity and timeliness of flow of information between the Company, management and the Board and expressed satisfaction.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive, non executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on 31st March, 2017, the Board consists of 7 members. Out of which one is the Managing Director and one is Whole Time Director.

The policy of the Company on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, are duly adopted. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

INDEPENDENT DIRECTOR INDUCTION AND TRAINING POLICY :

The schedule IV of the Companies Act, 2013 and SEBI (Listing Obligation and Requirements) Regulations, 2015 mandates the Listed Companies to familiarize Independent Director with the Company inter alia; nature of the Industry in which Company operates, its business models, roles, rights and responsibilities of the Independent Director.

The Company provides suitable training to the Independent Director to familiarize them with the Company, .their role, nature of the Industry in which the Company operates, business model of the Company etc.

COMMITTEES OF THE BOARD:

Currently, the Board has Seven Committees: 1) Audit Committee, 2) Nomination and Remuneration Committee, 3) Stakeholders Relationship Committee, 4) Shares Transfer Committee, 5) Loan & Investment Committee 6) Asset Liability Management Committee and 7) Risk & Strategy Committee.

A detailed note on the Board and its Committees is provided under the Corporate Governance Report that forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee. A detailed note on the composition of the Committees is provided in the corporate governance report section of this Annual Report.

The Key Features of the Policy of the said committee are as follows:

For Appointment of Independent Directors (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to become Independent Director(ID);

b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013 read with Regulation 25 of SEBI (LODR) Regulation, 2015

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Prohibition of Insider Trading Regulation of the SEBI and Prohibition of Insider Trading policy of the Company;

e. Independent Director should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. Independent Director should be able to devote time for the Board and other meetings of the Company;

g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and

h. Able to review the policy, participate in the meeting with all the stakeholders of the Company at the Annual General Meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2017; the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2017 on a ‘going concern’ basis.

(v) The internal financial controls are laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adhered by the Company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency.

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT POLICY:

The Company has developed Risk Management Policy mainly covering the following areas of concerns

1. On the international currencies front, volatility of exchange rate is a not a matter of concern for the Company as we are only dealing in INR in all our transactions. No foreign exchange is involved in any of our transactions.

2. With the emergence of future Government policies covering the real estate and housing finance industry, concern for the industry has been substantially reduced. The exact impact of this will be assessed in due course of time.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has implemented a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, and the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

A high level committee has been constituted which looks into the complaints raised. The committee reports to the Audit Committee and the Board. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguarding of its 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.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board.

M/s. K. A. Sinha & Co. - Chartered Accountants is the Internal Auditor of the Company.

STATUTORY AUDITORS:

At the Annual General Meeting held on June 28, 2014, M/s. G.P. Kapadia & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017.

As per Section 139 of the Companies Act, 2013, as the previous period of appointment of Statutory Auditor has expired, the appointment of the auditors for further period shall be done at this Annual General Meeting. Accordingly, the appointment of M/s. G.P. Kapadia & Co., Chartered Accountants, as statutory auditors of the Company, is recommended to the shareholders.

In this regard, the Company has received a Certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

AUDITORS REPORT:

The Auditors have not made any qualification to the financial statements. Their reports on relevant notes on accounts are self-explanatory and do not call for any comments under section 134 of the companies Act, 2013.

SECRETARIAL AUDITORS AND THEIR REPORT:

M/s. Ulhas Shetty & Co., Practicing Company Secretary were appointed to conduct the Secretarial Audit of the Company for the financial year 2016-17 as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for F.Y 2016-17 is attached Annexure-II to this Board’s Report.

The Board has re-appointed M/s. Ulhas Shetty & Co., Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2017-18.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

The relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as prescribed under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out herein below:

a) Conservation of Energy

Your Company being a Housing Finance Company, its activities are not energy intensive. However your Company has taken adequate measures for conservation of energy, wherever required.

b) Technology Absorption

Your Company being a Housing Finance Company, its activities do not require adoption of any technology.

c) Foreign Exchange

During the year under review there were no Foreign Exchange Earnings & the Foreign Exchange outgo is NIL.

RELATED PARTY TRANSACTIONS/CONTRACTS:

The Company has implemented a Related Party Transactions Policy for the purposes of identification and monitoring of such transactions. All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis which is reviewed and updated on quarterly basis.

Pursuant to the Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as Annexure-III to this Board’s Report.

The details of such related party transactions are available in the Notes to the Financial Statements section of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

HUMAN RESOURCES MANAGEMENT:

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the Company. The relationship with the employees of the Company has continued to be cordial.

To ensure good human resources management at the company, we focus on all aspects of the employee lifecycle. During their tenure at the Company, employees are motivated through various skill-development, training, engagement and volunteering programs.

As per provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, managerial remuneration is fixed and it is shown at Annexure-IV to this Board’s report.

EXTRACT OF ANNUAL RETURNS:

Pursuant to the Section 134 (3) (a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return is Form MGT-9 is Annexure-V.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Certificate from M/s. Ulhas Shetty & Co., (Practicing Company Secretary) regarding compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Report as Annexure-VI to this Board’s Report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Policy on Prevention against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the 2016-17.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to National Housing Bank and the bankers of the Company for their continued support to the Company.

ACKNOWLEDGEMENTS:

Your Directors convey their sincere thanks to the Government, National Housing Bank, Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

On behalf of the Board of Directors

Sd/- Sd/-

Place: Mumbai Mahesh Narshibhai Pujara Mitesh Mahesh Pujara

Dated: 11th July, 2017 Managing Director Director

(DIN:01985578) (DIN:02143047)


Mar 31, 2016

Dear Members,

The Directors are pleased to present the 26th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2016.

SUMMARISED FINANCIAL RESULTS: Amt. in lakhs

Particulars

2015-2016

2014-2015

Total Income

429.15

250.92

Total Expenditure

184.13

150.23

Profit Before depreciation interest and tax

245.02

100.69

Less: Depreciation

7.38

14.65

Less :Interest

109.12

4.27

Tax

42.52

24.26

Net Profit/(Loss) After Tax

86.00

57.51

YEARLY REVIEW:

The company is registered with National Housing Bank and governed by NHB norms. During the year Gross NPA of the company came down from 1.97% to 1.43%. The company disbursed 163 loan proposals amounting to Rs.1496.27 lacs. The total portfolio as on 31st March 2016 stands at Rs. 3141.01 lacs.

TRANSFER TO RESERVES

The Company has transferred Rs.18,70,740 to Special Reserves under Sec 36(1)(viii) of Income Tax Act 1962 for the financial year 31st March, 2016 as per audited standalone financial statements.

DIVIDEND:

In view of the carry forward losses incurred in the earlier years and keeping in view of the provisions section 123 of the Companies Act, 2013, it has been decided to increase the NOF of the company by way of transferring the entire net profit of the year to the Reserves ; and as such the board regrets its inability to declare any dividend for the year under review.

DEPOSITS:

As on 31st March, 2016, the Company held no deposit in any form from anyone. There were no deposits held by the company as on 31st March, 2016, which were overdue or unclaimed by the depositors. For the present, the Board of Directors has resolved not to accept any deposit from public.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented in a separate Annexure -I forming part of the Annual Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the year.

MATERIAL CHANGES AND COMMITMENT, IFANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year under review, there were no material changes and commitments affecting the financial position of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

As on 31st March 2016 the Board of Directors of the company comprised 11 directors, one of whom is the chairman. The board consist of four independent directors, four non executive director & two executive directors. Mrs. Parul Patel is an alternative director to Mr. Ashok Patel.

Mr. Paresh Khandelwal has resigned from Board as an independent director of the company effective from 24th May 2016

NUMBER OF MEETINGS OF THE BOARD:

The Board met 9 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

INDEPENDENT DIRECTORS DECLARATION:

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:

1. They are not promoters of the Company or its holding, subsidiary or associate company;

2. They are not related to promoters or directors in the company, its holding, subsidiary or associate company.

3. The independent Directors have /had no pecuniary relationship with company, its holding, subsidiary or associate company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;

5. Independent Director, neither himself nor any of his relatives-

(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;

(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of-

(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;

(iii) Holds together with his relatives two percent or more of the total voting power of the company; or

(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the company;

6. Independent Director possesses such qualifications as may be directed by the Board.

7. The Company & the Independent Directors shall abide by the provisions specified in Schedule IV of the Companies Act, 2013.

BOARD EVALUATION:

SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors should be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory:

(i) All Directors had attended the Board meetings;

(ii) The remunerations paid to Executive Directors are strictly as per the Company and industry policy.

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committee deliberation and business and operations of the Company and subsidiaries based on their experience and knowledge and Independent views.

(v) The Credit Policy, Loan Policy and compliances were reviewed periodically;

(vi) Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Board and Audit committee.

MEETING OF INDEPENDENT DIRECTORS:

Pursuant of the provision of Section 149 (8) of the Companies Act, 2013 read with Schedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company held their meeting on 19th March, 2016, reviewed the performance of non- independent directors and the Board as a whole including the Chairperson of the Company, views expressed by the executive directors and non-executive directors at various level, and quantified the quality, quantity and timeliness of flow of information between the Company, management and the Board and expressed satisfaction.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on 31st March, 2016, the Board consists of 10 members. Out of which one is the Managing Director, one is Whole Time Director.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board and are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

COMMITTEES OF THE BOARD:

Currently, the Board has Seven Committees: 1) Audit Committee, 2) Nomination and Remuneration Committee, 3) Stakeholders Relationship Committee, 4) Shares Transfer Committee, 5) Loan & Investment Committee 6)Asset Liability Committee 7) Rsik & strategy Committee

A detailed note on the Board and its Committees is provided under the Corporate Governance Report that forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee. A detailed note on the composition of the Committees is provided in the corporate governance report section of this Annual Report.

The Key Features of the Policy of the said committee are as follows:

For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to become Independent Director(ID);

b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;

e. Independent Director should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;

f. Independent Director should be able to devote time for the Board and other meetings of the company;

g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and

h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm:

(I) That in the preparation of the accounts for the financial year ended 31stMarch, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch 2016 on a ''going concern'' basis.

(v) The internal financial controls are laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adhered by the company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency.

(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT POLICY:

The company has developed Risk Management Policy mainly covering the following areas of concerns

1. On the international currencies front, volatility of exchange rate is a not a matter of concern for a Company as we are only dealing in INR in all our transactions. No foreign exchange is involved in any of our transactions.

2. With the emergence on future Government policies covering the real estate and housing finance Industry , concern for the industry has been substantially reduced. The exact impact of this will be assessed as and when the proposed changes are actually introduced and implemented.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has implemented a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its 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.

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board.

M/s. Sugnesh Mehta & Co. - Chartered Accountants is the Internal Auditor of the Company.

STATUTORY AUDITORS:

At the Annual General Meeting held on June 28, 2014 M/s. G.P.Kapadia & Co., Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017.

In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. G.P.Kapadia & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.

In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

AUDITORS REPORT:

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self-explanatory and do not call for any comments under section 134 of the companies Act, 2013.

SECRETARIAL AUDITORS AND THEIR REPORT:

M/s. Satyajit Mishra & Co., Company Secretary in Practice was appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for F.Y. 2015-16 is Annexure-II to this Board''s Report.

The Board has re-appointed M/s. Satyajit Mishra & Co., Company Secretary in Practice, as secretarial auditor of the Company for the financial year 2016-17.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

There are no orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:

The relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as prescribed under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out herein below:

a) Conservation of Energy

Your Company being a Non-banking Finance Company, its activities are not energy intensive.

However your Company has taken adequate measures for conservation of energy wherever required.

b) Technology Absorption

Your Company being a non-banking Finance Company its activities do not require adoption of any technology.

c) Foreign Exchange

During the year under review there were no foreign Exchange Earnings & the Foreign Exchange outgo is NIL.

RELATED PARTY TRANSACTIONS/CONTRACTS:

The Company has implemented a Related Party Transactions policy for the purposes of identification and monitoring of such transactions. All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis which is reviewed and updated on quarterly basis.

Pursuant to the Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 in Annexure-III to this Board''s Report.

The details of such related party transactions are available in the Notes to the Standalone financial statements section of the Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.

HUMAN RESOURCES MANAGEMENT:

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company. The relationship with the workers of the Company''s manufacturing units and other staff has continued to be cordial.

To ensure good human resources management at the company, we focus on all aspects of the employee lifecycle. During their tenure at the Company, employees are motivated through various skill-development, training, engagement and volunteering programs.

As per provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,managerial remuneration is fixed and it is shown at Annexure-IV to this Board''s report.

EXTRACT OF ANNUAL RETURNS:

Pursuant to the Section 134(3) (a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return is Form MGT-9 is Annexure-V.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Certificate from M/s. Satyajit Mishra & Co., regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchange read with the relevant provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Report and Annexure-VI to this Board''s Report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the 2015-2016.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to National Housing Bank and other bankers for their continued support to the company.

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government, National Housing Bank ,Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

On behalf of the Board of Directors

Place: Mumbai

Dated: 29th July, 2016 Mahesh Pujara Subhash Patel

Managing Director Director


Mar 31, 2013

To, The Shareholders,

The directors have pleasure in presenting the 23rd Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013

SUMMARISED FINANCIAL RESULTS:

(Rs.In LACS)

Year ended Year ended 31.3.2013 31.3.2012

Income 166.34 125.84

Total Expenditure 110.36 86.14

Profit before depreciation interest and tax 55.98 39.70 Less:

Depreciation 2.62 1.71

Interest Tax

Current Tax 16.69 8.50

Deferred Tax 0.41 33.28

Excess Provision for tax

MAT Credit Entitlement 4.41 3.27

Current tax expense relating to prior years 0.10 3.50

NetProfit/(Loss) AfterTax 41.39 2.98

Paid-up Equity Share Capital 1094.00 1094.00

Reserves 92.02 79.25**

Balance brought forward from previous year (118.49) (147.11)

"The Previous year figures of tosses in the reserves were netted off and as a result for which the reserves were shown as (Rs. 67.86) which is revised to Rs. 79.25.

OPERATIONS:

Income of the company are Rs. 166.34 lacs as compared to Rs. 125.84 lacs in previous year. Profit before Tax is Rs. 53.36 lacs as compared to Rs. 37.98 lacs in previous year.

THE YEAR UNDER REVIEW

The Company is registered with National Housing Bank and Governed by NHB Norms. During the year the NPAof the company has reduced from 3.36% last year to 0.82% this year. The Company disbursed 52 Loan applications amounting to Rs. 5,26,70,000/-

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 217 (3) of the companies Act, 1956.

CORPORATE GOVERNANCE

As per the directions of SEBI and the Bombay Stock Exchange Ltd., the code of corporate governance become applicable to the company w.e.f. 2002-03 and accordingly the company has been adhering to the directions and guidelines as required. The report on the code of corporate governance is annexed separately in this Annual report.

PREFERENTAIL ALLOTMENT OF CONVERTIBLE WARRANTS

The Company allotted 40,50,000 convertible warrants to the Promoters & Non-Promoter Groups @ Rs. 45 per warrant. The Company received Rs. 4,55,62,500/- so far towards the subscription of the convertible warrants.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of above are not applicable in the case of your company. The Company is into Home Loan segment and regulated by NHB (National Housing Bank).

FIXED DEPOSITS

As on 31.03.2013, the company held no deposit in any form from anyone. There was no deposit held by the company as on 31.03.2013, which was overdue or unclaimed by the depositors. For the present the broad of directors have resolved not to accept any deposits from public.

DIRECTORS

Mr. Mitesh Pujara and Mr. Anant Bhalotia are directors liable to retire by rotation and being eligible offer themselves for re-appointment.

Mr. Prakash Punjabi and Mr. Miten Shroff resigned as Directors of the Company. Mr. Ashok Patel appointed Mr. Miten Shroff as his Alternate Director in the Board as per section 313 of the Companies Act, 1956

The Company has not received any notice under section 257 of the companies Act, 1956 for appointment of the Additional Director Mr. Mayur Dubey, hence his term of Director of the company will come to an end at the end of the forth coming Annual General Meeting.

Mr. Mahesh N. Pujara who was appointed as the Managing Director of the company for a period of five years with effect from 21s'' August 2008 and whose term of appointment expires on 20th August 2013. The Remuneration committee recommended his reappointment for further period of 5 years from the date of expiry of his term. The Board also recommended the approval of the re-appointment of Mr. Mahesh N. Pujara as the Managing Director of the Company.

DIVIDEND

In view of the carry forward losses incurred in the earlier years, the board regrets its inability to declare any dividend for the year under review.

AUDITORS

The retiring Auditors M/s. G.P. Kapadia & Co - Chartered Accountants, Mumbai, have been reappointed to hold office as statutory auditor of the Company, till the conclusion of the next Annual General Meeting. They have furnished a certificate to the effect that the proposed re-appointment is in accordance with the limits specified U/s. 224(1 B) of the Companies Act, 1956.

INVESTOR COMPLAINTS AND COMPLIANCE

All the investor complaints have been duly resolved and as on date no complaints are outstanding.

PERSONNEL

The information pursuant to section 217 (2A) of the companies Act, 1956 and rules framed there under there was no employee falling under the category, hence no statement/particulars of employees have been annexed to this report.

HUMAN RESOURCES

Your Directors would like to place on record their deep appreciation to all the employees for rendering quality services in every constituent of the company.

PAYMENT OF LISTING FEES

Your company shares are listed on Bombay Stock Exchange Ltd., the listing fees for the year 2012-2013 have been paid to the stock exchange. The company has been complying with all the conditions required to be complied with in the listing agreement.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2013 on a ''going concern'' basis.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for co-operation and support extended by the Government, Banks, Shareholders, and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

sd/- sd/-

MAHESH PUJARA RISHABH SIROYA

CHAIRMAN DIRECTOR

Place: Mumbai

Dated: 28/05/2013


Mar 31, 2012

The directors have pleasure in presenting the 22nd Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2012

SUMMARISED FINANCIAL RESULTS:

(in LACS)

Year ended Year ended 31.3.2012 31.3.2011

Income 125.84 62.69

Total Expenditure 86.14 39.15

Profit before depreciation interest and tax 39.70 23.54

Less:

Depreciation 1.71 1.78

Interest - - Tax

Current Tax 8.50 2.00

Deferred Tax 33.28 5.76

Excess Provision for tax - 0.91

MAT Credit Entitlement 3.27 -

Current tax expense relating to prior years 3.50 -

Net Profit/(Loss) After Tax 2.98 13.1

Paid-up Equity Shares Capital 1094.00 1094.00

Reserves (67.86) (70.85)*

Balance brought forward from previous year (141.33) (150.08)

OPERATIONS:

Income of the company are 125.84 lacs as compared to 62.69 lacs in previous year. Profit before Tax is 37.98 lacs as compared to 21.76 lacs in previous year.

THE YEAR UNDER REVIEW

The Company has undergone NHB Inspection. The inspectors suggested some of the queries to be clarified & implemented by the Company. The management gave the reply & made various planning to implement the same in the area of discrepancies.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 217 (3) of the companies Act, 1956.

ISSUE OF EQUITY SHARES BEING ISSUED ON PREFERENTIAL BASIS.

The Company proposed to allot 40, 50,000 warrants to Promoters and non promoters on preferential basis. The Promoters will subscribe to Twenty Seven Lakh (27,00,000) Convertible Warrants of F.V. Rs.10/- each and non-promoters will subscribe to Thirteen Lakh Fifty Thousand (13,50,000) Convertible warrants of Rs.10/- each on account of proposed preferential issue.

* As per revised Schedule VI of the Companies Act, 1956.

FUTURE OUTLOOK

The NPA has drastically brought down during the year and is presently @ 2.54% Legal steps have been taken to recover the same.

CORPORATE GOVERNANCE

As per the directions of SEBI and the Bombay Stock Exchange Ltd., the code of corporate governance become applicable to the company w.e.f.2002-03 and accordingly the company has been adhering to the directions and guidelines as required. The report on the code of corporate governance is annexed separately in this Annual report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of above are not applicable in the case of your company. The Company is into Home Loan segment and regulated by NHB (National Housing Bank).

FIXED DEPOSITS

As on 31.03.2012, the company held no deposit in any form from anyone. There was no deposit held by the company as on 31.03.2012, which was overdue or unclaimed by the depositors. For the present the broad of directors have resolved not to accept any deposits from public, shareholders and others.

DIRECTORS

Mr. Ramesh Mishra - Independent Director and Mr. Risabh Pravin Siroya are directors liable to retire by rotation and being eligible offer themselves for re-appointment.

DIVIDEND

In view of the carry forward losses incurred in the earlier years, the board regrets its inability to declare any dividend for the year under review.

AUDITORS

The retiring Auditors M/s. Tushar Parekh & Associates., Chartered Accountants, Mumbai, has not opted for re-appointment and has expressed his unwillingness to continue. The Board proposed to appoint M/s. G.P. Kapadia & Co. Chartered Accountant and to hold office till the conclusion of the next Annual General Meeting. They have furnished a certificate to the effect that the proposed re-appointment, is in accordance with the limits specified u/s. 224(1 B) of the Companies Act, 1956.

INVESTOR COMPLAINTS AND COMPLIANCE

All the investor complaints duly resolved and as on date no complaints are outstanding.

PERSONNEL

The information pursuant to section 217 (2A) of the companies Act, 1956 and rules framed there under there was no employee falling under the category, hence no statement/particulars of employees have been annexed to this report.

HUMAN RESOURCES

Your Directors would like to place on record their deep appreciation to all the employees for rendering quality services in every constituent of the company.

PAYMENT OF LISTING FEES

Your company shares are listed on Bombay Stock Exchange Ltd., the listing fees for the year 2011 -12 have been paid to the stock exchange. The company has been complying with all the conditions required to be complied with in the listing agreement.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'going concern' basis.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for co-operation and support extended by the Government, Banks, Shareholders, and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

MAHESH PUJARA RISHABH SIROYA

CHAIRMAN DIRECTOR

Place: Mumbai

Dated: 29.06.2012


Mar 31, 2010

The Directors are pleased to present the 20th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2010.

SUMMARISED FINANCIAL RESULTS: (Rs in Lacs)

Year ended Year ended 31.3.2010 31.3.2009

Income 69.06 40.72

Total Expenditure 64.28 49.46

Profit before depreciation interest and tax 4.78 (8.74)

Less:

Depreciation 0.97 0.71

Interest - 0.11

Tax

Current Tax 4.20 -

Deferred Tax 47.03 -

FBT - 0.21 Net Profit/(Loss) After Tax 46.68 13.18

Paid-up Equity Shares Capital 499.75 499.75 Reserve 66.14 60.73

Balance brought forward from previous year (191.34) (201.88)

OPERATIONS

The operation of the company during the year under review have not been upto the desired level because of increase in NPA Due to increase in rates of interest and recession the industry has been experiencing a slow down. Your directors feel this is only temporary and industry will be out of the sluggish times sooner than later. The directors are confident of performing better and improve companys performance during the current financial year.

THE YEAR UNDER REVIEW

Your Companys key businesses have reported an encouraging performance for the year ended 31st March 2010. The Management after doing a proper gradation and taking into account the risk parameters of the individual account decided to close a number of NPA accounts by way of one time settlement with.

AUDITORS REPORT

The Auditors have not made any qualification to the financial statement, in their reports or relevant notes on accounts, which are self explanatory and do not call for any comments under section 217 (3) of the companies Act, 1956.

ISSUE OF PREFRENTIAL WARRANTS OF THE COMPANY

The Company during the year under review the company allotted 59,42,500 convertible warrants to promoters and non promoters. The Promoters subscribed 33,00,000 convertible warrants into equity shares of Rs.10/- each and non- promoters subscribed 26,42,500 convertible warrants into equity shares of Rs.10/- each.

In accordance with the Securities exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 the subscribers made the first payment of 25% before the date of allotment of the convertible warrants

FUTURE OUTLOOK

Your company is providing long term housing finance to individuals. You are aware that the future for the housing finance sector is bright. Your directors are making sincere efforts to augment profits, cut cost and to improve the margins, bottom line and profitability. Your directors are confident that the companys performance will be better during current financial year.

CORPORATE GOVERNANCE

As per the directions of SEBI and the Bombay Stock Exchange Ltd., the code of corporate Governance become applicable to the company w.e.f.2002-03 and accordingly the company has been adhering to the directions and guidelines as required. The report on the code of corporate governance is annexed separately in this Annual report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details of above are not applicable in the case of your company. The Company is into Home Loan segment and regulated by NHB (National Housing Bank ).

REGULATORY GUIDELINES

India Home Loans Ltd complies fully with the guidelines issued by NHB regarding accounting standards, prudential norms for asset classification, income recognition, provisioning, capital adequacy, "Know your Customer"- (KYC), Fair Practice code and capital market exposures.

The National Housing Bank Act, 1987, empowers NHB to levy a penalty on Housing Finance Companies for contravention of the Act or any of its provisions. NHB has levied penalty of Rs.1000/- on your Company on account of delayed submis- sion of Half Yearly Return.

India Home loans Ltd prepared a risk management framework, which sets the procedure of risk assessment and mitigation. The Risk management Committee comprises of the Managing Director and members including senior managers holding key positions in the Company. The Risk Management Committee apprises the Audit Committee of the key risks associated with the business of the Company and the measures to mitigate them.

India Home Loans Ltds Capital Adequacy Ratio stood at 141.13% as against the minimum requirement of 12%. Tier-1 Capital was 99.90% against the minimum requirement of 6%.

FIXED DEPOSITS

As on 31.03.2010, the company held no deposit in any form from anyone. There was no deposit held by the company as on 31.03.2010, which was overdue or unclaimed by the depositors. For the present the broad of directors have resolved not to accept any deposits from public, shareholders and others.

DIRECTORS

Mr. Subhash Patel and Mr. Mitesh Pujara , director liable to retire by rotation and being eligible offer themselves for re- appointment.

DIVIDEND

In view of the carry forward losses incurred in the earlier years, the board regrets its inability to declare any dividend for the year under review.

AUDITORS

The retiring Auditors M/s. Tushar Parekh & Associates., Chartered Accountants, Mumbai, have been appointed to hold office till the conclusion of the next Annual General Meeting. They have furnished a certificate to the effect that the proposed re-appointment, is in accordance with the limits specified U/s. 224(1 B) of the Companies Act, 1956.

INVESTOR COMPLAINTS AND COMPLIANCE

The company has appointed Miss Asmita Kadge, as the compliance officer in pursuance of directions given by the Securities and Exchange Board of India and Bombay Stock Exchange ltd., the company received no complaints since the holding of last annual general meeting till date.

PERSONNEL

The information pursuant to section 217 (2A) of the companies Act, 1956 and rules framed there under there was no employee falling under the category, hence no statement/particulars of employees, have been annexed to this report.

HUMAN RESOURCES

Your Directors would like to place on record their deep appreciation of all employees for rendering quality services to every constituent of the company.

PAYMENT OF LISTING FEES

Your company shares are listed on Bombay Stock Exchange ltd., the listing fees for the year 2010 -11 have been paid to the stock exchange. The company has been complying with all the conditions required to be complied with in the listing agreement.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) That in the preparation of the accounts for the financial year ended 31s1 March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review;

(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for co-operation and support extended by the Government, Banks, Shareholders, and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year



FOR AND ON BEHALF OF THE BOARD OF DIRECTORS



MAHESH PUJARA RISHABH SIROYA

CHAIRMAN DIRECTOR

Place : Mumbai

Dated : 21/07/10

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