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Directors Report of Reliance Home Finance Ltd.

Mar 31, 2017

Dear Shareowners,

The Directors have pleasure in presenting the 9th Annual Report and the audited financial statement for the financial year ended March 31, 2017.

Financial Results

The performance of the Company for the financial year ended March 31, 2017 is summarised below:

(Rs. in crore)

Particulars

Financial Year ended March 31, 2017

*Financial Year ended March 31, 2016

Total revenue

1,144.68

815.03

Profit before Depreciation & Tax

144.86

137.42

Less: Depreciation and Amortisation

7.06

0.72

Profit before Tax

137.80

136.70

Current Tax

-

51.67

(Reversal)/Income Tax for Earlier year

(9.57)

-

Deferred Tax/(Credit)

(25.22)

(1.72)

Net Profit after Tax

172.59

86.75

Transfer to Debenture Redemption Reserve

48.52

-

Amount transferred to Special Reserve Fund

34.52

17.35

*Previous year figures has been regrouped / reclassified wherever necessary

Financial Performance

The Company gross income for the financial year ended March 31, 2017 increased to Rs.1,144.68 crore, from Rs.81 5.03 crore in the previous year, increase of 40 per cent. The profit before tax of the Company increased to Rs.1 37.80 crore during the year as against Rs.136.70 crore in the previous year. The net profit for the year increase by 98 per cent to Rs.172.59 crore from Rs.86.75 crore in the previous year. The Company continued its robust growth. Assets under Management (AUM) were at Rs.11,174 crore as at March 31, 2017 as against Rs.7,358 crore as at March 31, 2016.

Dividend

Your Directors have recommended a dividend of Rs.0.50 (5 per cent) per equity share each of Rs.10 aggregating to Rs.6.97 crore (inclusive of dividend tax) for the financial year ended March 31, 2017, which if approved at the ensuing 9th Annual General Meeting (AGM), will be paid to all those equity shareholders whose name appear in Register of Members as on the date of ensuing AGM i.e. July 24, 2017.

Scheme of Arrangement

The Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1 956 (the ‘Scheme’) for demerger of Credit Business of India Debt Management Private Limited into the Company has been approved by the National Company Law Tribunal, Mumbai Bench vide its Order dated April 5, 201 7. The Scheme was made effective from April 21, 201 7 with the Appointed Date being March 31, 2016.

During the year under review, your Directors had approved the Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956 for demerger of “Real Estate Lending Business” of its holding company viz. Reliance Capital Limited (RCL) into the Company (the ‘Scheme’). The Appointed Date for the Scheme is April 1, 2017. The Scheme is subject to requisite approvals, including sanction of the National Company Law Tribunal. Upon the demerger getting approved the Company shall issue and allot, at par, to all equity shareholders of RCL 1 (One) fully paid Equity share of the Company for every 1 (One) fully paid-up Equity share held in RCL. Subsequently the Company will list its Equity shares on the Stock Exchanges.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under the review as stipulated under the Housing Finance Companies -Corporate Governance (National Housing Bank) Directions, 201 6 is presented in a separate section forming a part of this Annual Report.

Public Issue of Non-Convertible Debentures

During the year under review, your Company had made the public issue of Non-Convertible Debentures (“NCDs”) with a base issue size of Rs.1,000 crore through the Shelf Prospectus and Tranche 1 Prospectus both dated December 1 5, 201 6. The issue was subscribed by over three times of the base issue size. The offer was opened from December 22, 201 6 to January 6, 201 7 which was closed early on December 23, 2016. The Company has allotted 2,61,82,741 Secured NCDs and 43,57,093 Un-secured NCDs of face value of Rs.1,000 each, aggregating to Rs.3,053.98 crore on January 3, 2017. These NCDs have been listed on BSE Limited and National Stock Exchange of India Limited.

Issuance of Non-Convertible Debentures (NCDs) on private placement basis

NCDs issued through private placement were paid / redeemed by the Company on their respective due dates and there were no instances of any NCDs which have not been claimed by the investors or not paid by the Company after the date on which the NCDs became due for redemption. The NCDs are listed on the Wholesale Debt Market (WDM) Segment of BSE Limited.

Commercial Paper

Commercial Paper outstanding amount stood at Rs.953.68 crore as on March 31, 2017. The Commercial Paper program of the Company enjoys a rating of A1 by ICRA Limited, signifying highest degree of safety for timely servicing of debt obligations.

Capital Structure

The Company’s Authorised Share Capital has been increased to Rs.600 crore divided into 55,00,00,000 equity shares of Rs.10 each and 5,00,00,000 preference shares of Rs.10 each. During the year under review, your Company has allotted 5,00,00,000 equity shares of Rs.10 each at a premium of Rs.30 per equity share to its holding company viz. Reliance Capital Limited. Accordingly, the issued, subscribed and paid-up Share Capital of your Company stood at Rs.115.82 crore.

Capital Adequacy Ratio

Your Company’s Capital to Risk Assets Ratio (CRAR) calculated in line with the NHB Directions stood at 19.24 per cent, well above the regulatory minimum requirement of 12 per cent. Your Company’s asset size is Rs.1 1,305 crore.

Deposits

The Company has neither accepted nor renewed any fixed deposits during the year.

Particulars of Loans, Guarantees or Investments

Pursuant to Section 186(11) of the Companies Act, 2013 (the “Act”) loans made, guarantee given and security provided by a Housing Finance Company in the ordinary course of its business are exempted from disclosure in the Annual Report.

Subsidiary and Associate companies

The Company does not have any subsidiary or associate company

Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Act.

Shri Ravindra Sudhalkar and Shri Amit Bapna were appointed as Additional Directors with effect from April 24, 2017. The Company has received the notices in writing from a member proposing their candidature for the office of Directors. It is proposed to appoint Shri Ravindra Sudhalkar as an Executive Director and Shri Amit Bapna as a Director at the ensuing AGM of the Company.

In terms of the provisions of the Act, Shri Gautam Doshi, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM.

Shri Soumen Ghosh and Shri K. V. Srinivasan ceased to be the Directors with effect from March 31, 2017 and April 24, 2017, respectively. The Board place on record its deep sense of appreciation for the invaluable contribution made by Shri Soumen Ghosh and Shri K. V. Srinivasan during their tenure as Directors of the Company

Key Managerial Personnel

During the year the following Key Managerial Personnel were appointed in terms of Section 203 of the Act:

Shri Ravindra Sudhalkar - Chief Executive Officer (with effect from October 1, 2016);

Shri Sandip Parikh - Chief Financial Officer (with effect from December 6, 2016); and

Ms. Parul Jain - Company Secretary & Compliance Officer (with effect from December 6, 2016).

Shri Sandip Parikh ceased to be a Manager with effect from September 30, 201 6 and Shri Amrish Shah, Chief Financial Officer and Ms. Ekta Thakurel, Company Secretary & Compliance Officer ceased with effect from December 6, 2016.

Evaluation of Directors, Board and Committees

The Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and Rules made thereunder, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. A separate meeting of the Independent Directors was held during the year for the evaluation of the performance of non-independent Directors and performance of the Board as a whole.

The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in meetings, understanding of their roles as directors, etc.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management Employees

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes, and independence of a Director. The policy on the above is attached as Annexure - A.

Directors’ Responsibility Statement

Pursuant to the requirements under Section 1 34(5) of the Act with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual financial statement for the financial year ended March 31, 201 7, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,201 7 and of the profit of the Company for the year ended on that date;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual financial statement for the financial year ended March 31, 201 7 on a ‘going concern’ basis;

v. The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

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.

Contracts and Arrangements with Related Parties

AH contracts / arrangements / transactions entered into / by the Company during the financial year under review with related parties were on an arm’s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee was obtained for transactions which were mainly of repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. None of the Directors had any pecuniary relationship or transactions vis-a-vis the Company. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.

Your Directors draw attention of the members to Note No.37 to the financial statement which sets out related party disclosures.

Material Changes and Commitments, if any, affecting the financial position of the Company

There were no material changes and commitments affecting the financial position of the Company

Meeting of the Board

During the year, twelve Board Meetings were held, details of which are given in a separate section forming part of this Annual Report.

Audit Committee

The Audit Committee of the Board consists of Independent Directors namely Shri Padmanabh Vora and Ms. Deena Mehta, and Non-Independent Directors namely Shri Gautam Doshi and Shri Amit Bapna. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

The details of Board and its Committees are given in a separate section forming part of this Annual Report.

Auditors and Auditor’s Report

As per the provisions of the Act, the period of M/s. Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, expires at the conclusion of the ensuing AGM.

It is proposed to appoint M/s. Price Waterhouse & Co Chartered Accountants LLP, as Auditors of the Company, for a term of 5 (five) consecutive years. M/s. Price Waterhouse & Co Chartered Accountants LLP, have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors had appointed Aashish K. Bhatt & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. There is no qualification, reservation or adverse remark made in their Secretarial Audit Report. The Audit Report of the Secretarial Auditor is attached as Annexure - B.

Extract of Annual Return

Extract of the Annual Return of the Company in form MGT-9 is attached as Annexure - C.

Particulars of Employees and related disclosure

In terms of provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in said Rules are provided in Annexure to the Directors’ Report. However, having regard to the provisions of Section 1 36 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company on all working days, except Saturdays between 11:00 A.M. and 1:00 P.M. up to the date of the AGM and any member interested in obtaining the same may write to the Company Secretary. Upon such request, the information shall be furnished.

Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are provided in Annexure - D.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company is a Housing Finance Company and does not involve in any manufacturing activity, most of the information as required under Section 1 34(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. However the information as applicable has been given in Annexure - E forming part of this Report.

Corporate Governance

The Company has adopted “Reliance Group-Corporate Governance Policies and Code of Conduct” which sets out the systems, process and policies conforming to the international standards and the Housing Finance Companies - Corporate Governance (National Housing Bank) Directions, 2016, as amended, from time to time.

Vigil Mechanism

In accordance with Section 177 of the Act, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any, of the directors and employees.

Risk Management

The Company has in place a robust Risk Management Policy defining risk profiles involving strategic, technological, operational, financial, organisational, legal and regulatory risk within a well defined framework. The Risk Management Policy acts as an enabler of growth to the Company by helping its business to identify the inherent risks, assess, evaluate and monitor these risks continuously and undertake effective steps to mitigate and manage these risks.

A Risk Management Committee periodically reviews the robustness of Risk Management Policy.

Compliance with provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity of woman employees and it has in place a policy which provides for protection against sexual harassment of women at work place and redressal of such complaints. During the year no such complaints were received.

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company. The CSR policy may be accessed on the Company’s website.

The disclosures with respect to CSR activities is given in Annexure - F,

Orders, if any, passed by the Regulators or Courts or Tribunals

No orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls across the organisation. The same is subject to review periodically by the internal audit cell for its effectiveness. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Acknowledgement

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, debenture holders, debenture trustee, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year,

For and on behalf of the Board of Directors

Amit Bapna Ravindra Sudhalkar

Director Executive Director & CEO

Mumbai July 17, 2017


Mar 31, 2015

Directors Report

Dear Members,

The Board of Directors of your Company take great pleasure in presenting the Seventh Annual Report on the business and operations of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2015.

Financial results

The standalone performance of your Company for the Financial Year 2014-15 is summarized as below:

_(Rs, in Crores)

Particulars

Financial Year Ended |

31-03-2015

31/03/2014

Income from Business Operations

500.95

422.82

Other Income

11.65

6.89

Total Income

512.60

429.71

Profit/(loss) before Depreciation & Tax

105.94

66.23

Less: Depreciation

0.03

0.19

Less: Provision for Income Tax (including for earlier years)

32.53

22.13

Less: Provision for Deferred Tax

4.32

0.52

Net Profit/(Loss) After Tax

69.06

43.39

Add: Profit/(Loss) brought forward from previous

year

114.53

79.82

Less: Dividend Distribution (including Interim)

-

-

Less: Amount Transferred to General Reserve

-

-

Less: Amount Transferred to Special Reserve

13.81

8.68

Profit/(Loss) carried to Balance Sheet

169.78

114.53

Earnings per share (Basic & Diluted)

10.49

6.59

*Previous year’s Figures have been regrouped / rearranged wherever necessary.

Material changes and commitments affecting the Financial position of the Company

There were no material changes and commitments affecting the financial position of the Company occurred

between the end of the financial year to which this financial statements relate and the date of this report.

Particulars of Loans, Guarantees or Investments as on March 31, 2015.

Pursuant to Section 186(11) of the Companies Act, 2013 loans made, and acquisition of Securities by a Housing Finance Company in the ordinary course of its business are exempted from disclosure in the Annual Report.

Particulars of contracts or arrangements made with related parties:

All contracts/arrangements/transactions entered into/by the Company during the financial year under review with related parties were on arm’s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at

All Related Party Transactions were placed before the Audit Committee. Prior approval of Audit Committee and Board was taken for purchase of immovable property from Reliance Capital Limited. Details of all related party transactions were placed before the Audit Committee for their approval on quarterly basis.

Subsidiaries, Joint ventures and Associate Companies:

The Company does not have any Subsidiary, Joint venture or Associate Company.

Change in the nature of Business:

There has been no change in the nature of Business during the year under review.

Deposits

Your Company has neither accepted / renewed any deposits from public during the year nor has any outstanding Deposits in terms of Section 76 of the Companies Act, 2013.

Share Capital

As on 31st March, 2015, the issued, subscribed and paid up share capital of your Company stood at Rs, 658,200,000/-, comprising of 6,58,20,000 Equity shares of Rs,10/- each. During the year, the Company has not allotted any shares. The Company has neither issued shares with differential voting rights nor granted any stock options or sweat equity or Bonus Shares. Further, the Company has not bought back any of its securities during the year under review.

Dividend

The Directors of the Company has not recommended any dividend during the year.

Issue of Equity Shares with differential rights

The Company has neither issued shares with differential voting rights nor granted any stock options or sweat equity or Bonus Shares. Further, the Company has not bought back any of its securities during the year under review.

Internal Financial Controls

The internal financial controls with reference to the financial statements commensurate with the size and nature of business of the Company. Further, the Directors oversee the adequacy of internal controls through Audit Committee.

In addition to Internal Audit, the Company has implemented well established internal financial practices, tools for mitigating non-compliance, risk and internal Code of Business Conduct in order to ensure adequate internal financial control of the Company.

The details of the Meetings and participation of the Board members of the Company are as under;

Meetings of the Board __

Naino of the Director

April 30, 2014

July 23, 2014

September 8, 2014

November 3, 2014

February March March Total 3,2015 17, [24,2015

Mrs. Deena Mehta*

NA

NA

NA

NA

NA

NA

Yes

1

Mr. Padmanabh Vora

Yes

Yes

Yes

Yes

Yes

Yes

Yes

7

Mr. Gautam Doshi

Yes

Yes

Yes

Yes

Yes

Yes

Yes

7

Mr. Soumen Ghosh

Yes

Yes

Yes

Yes

Yes

Yes

Yes

7

Mr. K. V. Srinivasan

Yes

Yes

Yes

Yes

Yes

Yes

Yes

7

*Mrs. Deena Mehta was appointed on March 24, 2015 at the Extra Ordinary General Meeting. Audit Committee_

Name

Director

of the

April 30, July 2014 2014

23, September 8, 2014

November 3, 2014

February March Total 3,2015 24,

Mrs. Deena Mehta**

NA

NA

NA

NA

NA

Yes

1

Mr. Padmanabh Vora

Yes

Yes

Yes

Yes

Yes

Yes

6

Mr. Gautam Doshi

Yes

Yes

Yes

Yes

Yes

Yes

6

Mr. Soumen Ghosh*

Yes

Yes

Yes

Yes

Yes

NA

5

*Mr. Soumen Ghosh tendered his resignation from the membership of Audit Committee with effect from March 24,2015.

**Mrs. Deena Mehta was appointed on March 24, 2015 at the Extra Ordinary General Meeting of the Company.

Non-Convertible Debentures (NCD) Committee Meetings _

Name of the Director

June 28, 2014

October 31. 2014

January 23,2015

Total

Mr. K. V. Srinivasan

Yes

Yes

Yes

3

Mr. Soumen Ghosh

Yes

Yes

Yes

3

Corporate Social Responsibility (CSR) Committee

Name of the Director March 17, 2015

Total

Mr. Padmanabh Vora

Yes

1

Mr. Soumen Ghosh

Yes

1

Mr. Gautam Doshi

Yes

1

Directors

During the year under review, Mrs. Deena Mehta has been appointed as an Independent Director for a term of 5 (five) years with effect from March 24, 2015. In the opinion of the Board and as confirmed by her, she fulfils the conditions specified in section 149(6) of the Act and the Rules made thereunder about her status as Independent Director of the Company. Mr. K. V. Srinivasan who retires at this Annual General Meeting by rotation and being eligible offers himself for re-appointment.

Key Managerial Personnel

Mr. K. Suresh Kumar (Manager) and Mrs. Neena Parelkar (Company Secretary) recognized as Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013 have resigned w.e.f. March 28, 2015 and December 24, 2014 respectively. Ms. Roopa Ravinath Joshi was appointed on July 23, 2014 as Chief Financial Officer of the Company. As per Section 203 of the Companies Act, 2013, as on March 31, 2015, the Company was in the process of appointing a Manager and the Company Secretary.

Directors Responsibility Statement

Your Directors would like to inform that the audited accounts containing the Financial Statements for the year ended March 31, 2015 are in conformity with the requirements of the Companies Act, 2013 and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company’s financial condition and results of operations.

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, it is hereby confirmed that.

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board of Directors that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as the Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Annual Evaluation

A separate meeting of the Independent Directors was also held during the year for evaluation of the performance, of non-independent Directors of the Board as whole.

Remuneration Policy of the Company

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director. The policy on the above is attached as ‘Annexure -1’.

Audit Committee

The Audit Committee consists of the following members:

Sr No. I

Name i

Category . i

Position

1

Mr. Padmanabh Vora

Independent Director

Chairman

2

Mrs. Deena Mehta

Independent Director

Member

3

Mr. Gautam Doshi

Non-Executive Director

Member

During the year under review the Board of Directors has accepted all the recommendations of the Audit Committee and there have been no dissenting views.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy in line with the provisions of Section 177 of the Companies Act, 2013, which aims to provide a mechanism for reporting instances of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.

Risk Management policy of the Company

The Company has in place a mechanism to identify, assess, evaluate, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage.

Corporate Social Responsibility

The Company has developed and implemented the following Corporate Social Responsibility initiatives during the year under review.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 on Company’s CSR activities is furnished in ''Annexure II’ and attached to this report.

Secretarial Audit

In compliance of the provisions of Section 204 of the Companies Act, 2013, your Directors have appointed Aashish K. Bhatt & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company. The Audit Report given of the Auditor Report given by Aashish K. Bhatt & Associates, a Company Secretary in Practice is enclosed in ‘Annexure IV’.

Auditors and Auditors Report

M/s Chaturvedi & Shah, Chartered Accountants, were appointed as Statutory Auditors in the Annual General Meeting held on September 25, 2014 upto the conclusion of next Annual General Meeting. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The notes to the accounts referred to in Auditors Report are self-explanatory and do not call for any further comments. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark.

There were no frauds reported to have been committed by employees or officers of the Company. The statutory auditors of the Company have vide their report of even date confirmed that no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

Annual Return

The Extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure III and is attached to this Report.

Significant and material orders passed by the regulators or courts or tribunals

There were no significant/material orders passed by the judicial or quasi Judicial Authority which affects the going concern status of the Company and its future operations.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or outflow during the year under review.

(A) Conservation of Energy and Technology Absorption

Considering the nature of activities being carried on by the Company, it is not mandatory to report details about measures taken by Company for conservation of energy and technology absorption. The Company being operates in service sector the human resource is assets to the Company and it strives to develop the same.

(B) Foreign Exchange Earnings and Outgo

There are no Foreign Currency Earnings and expenses by the Company during the year under review in line with the RBI guidelines on Capital and Provisioning Requirements for Exposures to entities with “Unhedged Foreign Currency Exposure” issued vide circular DBOD.NO.BP.BC.85/21.06.200/2013-14 dated January 15, 2014.

Disclosures as per the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

The following is the summary of sexual harassment complaints received and disposed off during the financial year 2014-2015: o No of Complaints received, if any : Nil o No of Complaints disposed off : Nil

Acknowledgements

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government. Authorities for their continued support extended to your Company’s activities during the year under review. Your Directors deeply appreciate the committed efforts put in by employees at all levels, whose continued commitment and dedication contributed greatly to achieving the goals set by your Company. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Mr. Soijmen Ghosh Mr. K. V. Srinivasan

Director Director

Date: September 10, 2015

Place: Mumbai


Mar 31, 2014

To The Members,

The Directors have pleasure in presenting the 6lh Annual Report, together with the audited Statement of Accounts of the Company for the financial year ended March 31,2014.

Financial Results:

A snapshot of the financial performance of the Company for the Financial Year ended March 31,2014 is as under:

(Rupees in Crore)

Particulars

Amount

Amount

FY 2013-14

FY 2012-13

Gross Income

429.71

361.14

Gross Profit / (Loss)

66.22

42.18

Less: Depreciation

0.18

, 0.16

Profit before tax

66.04

42.02

Provision for Taxation

22.66

14.54

Net Profit

43.39

27.48

Less: Cumulative Preference Dividend

0.00

0.29

Dividend Distribution Tax

0.00

0.04

Add: Profit / (Loss) brought forward from the previous year

79.82

58.16

Profit available for Appropriation

123.21

85.31

Transfer to Special Reserve Fund

8.68

5.49

Balance carried forward

114.53

79.82

Financial Performance and Review of Business:

The Company’s gross income for the financial year ended March 31,2014 increased to Rs. 429.71 Crore from Rs. 361.82 Crore in the previous year, recording a growth of 18.76 per cent. The gross profit amounted to Rs.66.04 Crore registering an increase of 57.16% against the previous year. Depreciation increased minutely to Rs. 0.18 Crore. The provision for taxation during the year was Rs.22.66 Crore. The net profit for the year was Rs.43.39 Crore. During the year, company did not declare any dividend. An amount of Rs. 8.68 Crore was transferred to the Special Reserve Fund pursuant to section 29-C of the National Housing Bank Act, 1987, during the year under review.

Resources and Liquidity:

We understand that liquidity in balance sheet has to balance between earning adequate returns and the need to cover financial and business risks. During the year under review, the Company has raised Rs.750 Crore as Term Loans from various Banks. It has repaid Rs. 531.26 Crore worth of Term Loans from the balance outstanding as at the beginning of the year. The company redeemed commercial papers of Rs. 310.00 Crore and issued commercial papers worth Rs. 495 Crore during the current year. The company has also issued Secured Non Convertible Debentures of Rs.216.80 Crore and Unsecured Non Convertible Debentures of Rs.30.00 Crore during the current financial year which has been listed on Wholesale Debt Segment (WDM) of Bombay Stock Exchange (BSE) Limited.

Deposits:

The Company is registered with National Housing Bank as a Housing Finance Institution not accepting public deposits and hence, has not accepted any public deposits during the year.

Directors:

Shri Soumen Ghosh, Director of the Company, who retires by rotation as per the provisions of the Companies Act, 1956 and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Audit Committee:

As per the requirements of section 292A of the Companies Act, 1956, the Company has an Audit Committee comprising of the following Directors:

Shri Soumen Ghosh Shri Gautam B Doshi Shri Padmanabh P. Vora

During the Financial Year 2013-14, the Audit Committee of the Board met 4 times, once in every quarter.

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 that: -

(i) in the preparation of the accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) 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 as at March 31,2014, and of the profit of the Company for the year under review;

(iii) 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; and

(iv) the Directors have prepared the accounts for the financial year ended March 31, 2014 on a ‘going concern’ basis.

Auditors and Auditors’ Report:

M/s Chaturvedi & Shah, Chartered Accountants, hold office as Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received letters from M/s Chaturvedi & Shah, Chartered Accountants to the effect that they are not disqualified for such appointment within the meaning of section 141 (3) (g) of the Companies Act, 2013.

The notes to the accounts referred to in the Auditors’ Report are self explanatory.

Particulars of Employees:

The provisions of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees), 2011, the names and other particulars of employees are set out in the Annexure to the Directors’ Report.

Conservation of Energy. Technology Absorption and Foreign Exchange Earnings and Outgo:

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

(1) Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company.

(2) Foreign Exchange earnings and outgo - During the year under review, company has not made any foreign exchange payment.

Acknowledgements:

Your Directors take this opportunity to thank the National Housing Bank, National Securities Depository Limited (NSDL), Bombay Stock Exchange (BSE) and other regulatory authorities, Company’s Bankers and Financial Institutions, shareholders for their continued support and assistance during the period under review.

The Directors would also like to express their sincere thanks and appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.

For and on behalf of the Board of Directors

Registered Office:

570, Rectifier House,

3rd Floor, Naigaum Cross Road,

Wadala, Mumbai - 400 031

K.V.Srinivasan Soumen Ghosh

Director Director

April 30,2014


Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 5lh Annual Report, together with the audited Statement of Accounts of the Company for the financial year ended March 31,2013.

Financial Results:

A snapshot of the financial performance of the Company for the Financial Year ended March 31, 2013 is as under:

(Rupees in Crore)

Particulars

Amount

Amount

FY 2012-13

FY 2011-12

Gross Income

361.14

339.16

Gross Profit / (Loss)

42.18

39.81

Less: Depreciation

0.16

0.16

Profit before tax

42.02

39.66

Provision for Taxation

14.54

13.21

Net Profit

27.48

26.45

Less: Cumulative Preference Dividend

0.29

Nil

Dividend Distribution Tax

0.04

Nil

Add: Profit / (Loss) brought forward from the previous year

58.16

37.00

Profit available for Appropriation

85.31

63.45

Transfer to Special Reserve Fund

5.49

5.29

Balance carried forward

79.82

58.16

Financial Performance and Review of Business:

The Company’s gross income for the financial year ended March 31, 2013 increased to Rs. 361.14 Crore from Rs. 339.16 Crore in the previous year, recording a growth of 6.48 per cent. As compared to the previous year, the cost of funds of the company increased by 9.33%. The gross profit amounted to Rs. 42.02 Crore registering an increase of 5.96% against the previous year. Depreciation remained steady at Rs. 0.16 Crore. The provision for taxation during the year was Rs. 14.54 Crore. The net profit for the year was Rs.27.48 Crore. During the year, an interim dividend of Rs. 0.33 Crore (inclusive of dividend distribution tax) was paid to the preference share holders in respect of dividend accumulated on these preference shares @8% for F.Y. 2009-2010 and 2010-2011. An amount of Rs. 5.49 Crore was transferred to the Special Reserve Fund pursuant to section 29-C of the National Housing Bank Act, 1987, during the year under review.

Resources and Liquidity:

We understand that liquidity in balance sheet has to balance between earning adequate returns and the need to cover financial and business risks. During the year under review, the Company has raised Rs. 300 Crore as Term Loans from various Banks. It has repaid Rs. 212.50 Crore worth of Term Loans from the balance outstanding as at the beginning of the year. The company redeemed commercial papers of Rs. 45.00 Crore issued by it last year and further issued commercial papers worth Rs. 25 Crore during the current year. The company has also issued Secured Non Convertible Debentures of Rs.86.00 Crore and Unsecured Non Convertible Debentures of Rs.118.00 Crore during the current financial year which has been listed on Wholesale Debt Segment (WDM) of Bombay Stock Exchange (BSE) Limited.

Deposits:

The Company is registered with National Housing Bank as a Housing Finance Institution not accepting public deposits and hence, has not accepted any public deposits during the year.

Conversion of Preference Shares and change in Capital structure

The Company during the year under review had offered the holders of its Optionally Convertible Redeemable Preference Shares (OCRPS), an option to either get the OCRPS converted into an equivalent number of equity shares in the ratio of 1:1 or redeem them at the redemption price of Rs. 1000 for each OCRPS. Reliance Capital Limited, the sole holder of all the OCRPS issued by the company, exercised the option to get the OCRPS converted into equity shares and hence 29,10,000 equity shares were allotted to them.

The company has reclassified its authorised share capital of Rs.125 Crores (Rupees One Hundred and Twenty Five Crores Only) into 7,50,00,000 Equity Shares of Rs.10/- each amounting to Rs.75 Crores (rupees Seventy Five Crores Only) and 5,00,00,000 Preference Shares of Rs.10/- each amounting to Rs.50 Crores (Rupees Fifty Crores Only).

To enhance its capital base through capitalization of reserves, the Company issued fully paid Bonus shares of Rs. 10 each to its shareholders as on January 28,2013, in the ratio of 1:1.

Dividend:

As per the terms of issue, on conversion of the Optionally Convertible Redeemable Preference Shares into equity shares, the company was required to pay the dividend accumulated on these preference shares @8% for F.Y. 2009-2010 and 2010-2011. Thus on conversion of these preference shares, the company paid preference dividend of Rs.28,56,000/- (Rupees Twenty Eight Lacs Fifty Six Thousand Only) during the current year.

Directors:

Shri Gautam B. Doshi, Director of the Company, who retires by rotation as per the provisions of the Companies Act, 1956 and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Audit Committee:

As per the requirements of section 292A of the Companies Act, 1956, the Company has an Audit Committee comprising of the following Directors:

Shri Soumen Ghosh .

Shri Gautam B Doshi Shri Padmanabh P. Vora

During the Financial Year 2012-13, the Audit Committee of the Board met 4 times, once in every quarter. 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 that: -

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

(ii) 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 as at March 31, 2013, and of the profit of the Company for the year under review;

(iii) 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; and

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

Auditors and Auditors’ Report:

M/s Chaturvedi & Shah, Chartered Accountants, hold office as Statutory Auditors of the Company until the conclusion of die ensuing Annual General Meeting and are eligible for reappointment. The Company has received letters from M/s Chaturvedi & Shah, Chartered Accountants to the effect that they are not disqualified for such appointment within the meaning of section 226 of the Companies Act, 1956.

The notes to the accounts referred to in the Auditors’ Report are self explanatory.

Particulars of Employees:

The provisions of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees), 2011, the names and other particulars of employees are set out in the Annexure to the Directors’ Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

(1) Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company.

(2) Foreign Exchange earnings and outgo - During the year under review, company has made a foreign payment of Rs.43,639 (Rupees Forty Three Thousand Six Hundred and Thirty Nine only)

Acknowledgements:

Your Directors take this opportunity to thank the National Housing Bank, National Securities Depository Limited (NSDL), Bombay Stock Exchange (BSE) and other regulatory authorities, Company’s Bankers and Financial Institutions, shareholders for their continued support and assistance during the period under review.

The Directors would also like to express their sincere thanks and appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.

For and on behalf of the Board of Directors

K.V.Srinivasan Soumen Ghosh

Director Director

April 17,2013

Registered Office:

570, Rectifier House,

3rd Floor, Naigaum Cross Road,

Wadala, Mumbai - 400 031

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