Mar 31, 2018
To
The Members,
The Board of Directors of your Company take pleasure in presenting before you the 19th Annual Report of the Company together with the Audited Financial Statements for the financial year ended March 31, 2018.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS:
(Rs. In Crores)
Particulars |
2017-18 |
2016-17 |
Gross Income |
34.16 |
14.56 |
Less: Finance Cost |
11.27 |
5.74 |
Overheads |
9.35 |
4.40 |
Depreciation |
0.44 |
0.32 |
Provision for Investment |
(0.10) |
0.07 |
Profit Before Tax & Exceptional Items |
13.20 |
4.03 |
Add : Exceptional Items |
0.00 |
0.00 |
Profit Before Tax |
13.20 |
4.03 |
Less : Provision for Taxation (Including Deferred tax) |
3.58 |
1.32 |
Profit After Tax |
9.62 |
2.71 |
Add : Balance b/d from the previous year |
5.29 |
3.44 |
Surplus available for Appropriations |
14.91 |
6.15 |
Appropriations: |
||
Transferred to Special Reserve under Section 36(1)(viii) of The Income Tax Act, 1961 & Section 29C of the NHB Act, 1987 |
1.95 |
0.54 |
Provision for Standard Assets |
0.35 |
0.11 |
Provision for NPA |
1.73 |
0.13 |
Deferred Tax Liability on Special Income Tax Reserve |
0.00 |
0.08 |
Excess provision |
0.02 |
0.00 |
Balance carried over to Balance Sheet |
10.86 |
5.29 |
LENDING OPERATIONS & DISBURSEMENT OF LOANS:
Your Company registered a remarkable growth in its operations. The highlights of Companyâs performance are as follows:
- The Operating Profit before charging Depreciation and Tax amounted to Rs. 13.64 Crores in the year 201718 as against Rs. 4.34 Crores in the preceding year; representing a rise oRs. 214.29%.
- Profit After Tax (PAT) before extraordinary items went up by 254.98 % to Rs. 9.62 Crores in the year 2017-18 from Rs. 2.71 Crores in the previous year.
- As at 31st March, 2018, the Loan Book stood at Rs. 200.28 Crores as against Rs. 81.83 Crores in the previous year marking an increase oRs. 144.75%.
- Disbursements during the year amounted to Rs. 142.82 Crores as against Rs. 47.37 Crores in previous year representing a growth oRs. 201.50%.
As a part of its liability management, your Company endeavors to diversify its resource base in order to achieve an appropriate maturity structure and minimize the weighted average cost of borrowed funds.
DIVIDEND:
Your Directors felt it prudent to retain the earnings for the year under review to be ploughed back in business, which shall result in further augmentation of the Companyâs growth and Shareholdersâ wealth.
CHANGES IN SHARE CAPITAL:
During the year under review there were no changes in the share capital of the Company.
BORROWINGS:
A. NHB Refinance:
The Company did not avail any refinance during the year from NHB. The refinance outstanding as at March 31, 2018 amounts to Rs. 5.33 Crores.
B. Banks and Financial Institutions:
The Company availed fresh credit facilities of Rs. 102.50 Crores from multiple Banks and Financial Institutions during the year 2017-18. The outstanding credit facilities from Banks and Financial Institutions as at March 31, 2018 amounts to Rs. 138.78 Crores.
C. Non-Convertible Debentures:
During the year 2017-18, the Company raised funds amounting to Rs. 25 Crores through issue oRs. 2500 Secured Rated Listed Redeemable Non-Convertible Debentures (âNCDsâ) of Rs. 1,00,000/- each fully paid up in multiple series in one or more tranches on private placement basis, pursuant to the special resolutions passed by shareholders at their meetings held on August 22, 2016 and September 30, 2017. The terms include the tenure oRs. 60 months, rate of interest at fixed rate for 1st 3 years from deemed date of allotment i.e. 10.90% then floating rate linked to SBI MCLR for the remaining tenor till maturity; Linked to 1 year MCLR of the State Bank of India(SBI) spread; Current 1 year MCLR of SBI is 8%, Spread 290 Basis points. Coupon payment being Monthly and on Redemption and principal redemption in Equal Monthly instalments starting from the end of the 3rd Month from the deemed date of allotment. The Resource Planning Policy has been formulated as per the Directions issued by the National Housing Bank. As on March 31, 2018 the outstanding NCDs stood at Rs. 22.84 Crores.
During the year, Brickwork Ratings, the Credit Rating Agency upgraded the rating assigned to NCDs from BWR BBB- (BWR Triple B Minus) Outlook: Stable to BWR BBB (BWR Triple B) Outlook: Stable.
DISCLOSURE UNDER HOUSING FINANCE COMPANIES ISSUANCE OF NON-CONVERTIBLE DEBENTURES ON PRIVATE PLACEMENT BASIS (NHB) DIRECTIONS, 2014:
In accordance with the Housing Finance Companies Issuance of Non-Convertible Debentures on private placement basis (NHB) Directions, 2014, during the year under review, the Non-Convertible Debentures issued on private placement basis, were paid/redeemed by the Company on their respective due dates and there were no such instances of any Non-Convertible Debentures which have not been claimed by the investors or not paid by the Company after the date on which the Non-Convertible Debentures became due for redemption.
UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:
As at March 31, 2018, dividend amounting to Rs. 5025/- has not been claimed by the shareholders. The Company has been intimating the shareholders to lodge their claim for dividend from time to time.
Under the provisions of Section 124 and 125 of The Companies Act, 2013 and Rules framed thereunder and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 read with the relevant circulars and amendments thereto, dividends that remain unclaimed for a period of seven years from the date of declaration are required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government.
Further as per the provisions of Section 124(6) of The Companies Act, 2013 read with the Investor Education & Protection Fund Authority (Accounting, Audit, Transfer & Refund) Rules 2016, the shares in respect of which the dividend has not been claimed for seven (7) consecutive years are required to be transferred by the Company to the designated Demat account of the IEPF Authority.
As at March 31, 2018 there is no unpaid/ unclaimed Dividend and the shares to be transferred to the Investor Education & Protection Fund.
In terms of the IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has made the relevant disclosures to the Ministry of Corporate Affairs (MCA) regarding unpaid/unclaimed dividends. The Company has uploaded prescribed information on www.iepf.gov.in and www. srghousing.com.
UNCLAIMED NON-CONVERTIBLE DEBENTURES AND INTEREST THEREON:
Under the provisions of Section 125 of The Companies Act, 2013, Matured NCDs and/or Interest thereon, remaining unclaimed and unpaid for a period of seven years from the date they became due for payment are required to be credited to Investor Education and Protection Fund (IEPF) established by the Government of India.
During the year under review there was no Matured NCDs and/or interest thereon required to be transferred to IEPF.
MANAGEMENT DISCUSSION AND ANALYSIS:
Puruant to SEBI (LODR) Regulations, 2015, and NHB Directions dated 9th February, 2017, Report on Management Discussion and Analysis is annexed herewith as Annexure IV.
SUBSIDIARY COMPANY:
The Company does not have any subsidiary.
DIRECTORâS RESPONSIBILITY STATEMENT:
In pursuance of Section 134 (3) (c) of The Companies Act, 2013, and based on the information provided by the management, your Directors hereby confirm that:
- In the preparation of the annual accounts, the applicable accounting standards have been followed;
- Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;
- Proper and sufficient care has been taken 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 frauds and other irregularities;
- The annual accounts of the Company have been prepared on a going concern basis;
- Internal Financial Controls have been laid down to be followed by the Company and such Internal Financial Controls were adequate and were operating effectively;
- Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations laid down in the SEBI (LODR) Regulations, 2015, Corporate Governance (National Housing Bank) Directions, 2016 dated, 9th February, 2017 and the Companies Act, 2013 and Rules thereto, as amended from time to time.
Pursuant to the SEBI (LODR) Regulations, 2015, and the Corporate Governance (National Housing Bank) Directions, 2016, and disclosures as required under The Companies Act, 2013 and the Rules thereto, a separate Section titled âReport on Corporate Governanceâ forms part of this Annual Report as Annexure V.
The certificate by the Statutory Auditors confirming compliance with the conditions of Corporate Governance as stipulated in the SEBI (LODR) Regulations, 2015 forms part of this report.
The said certificate for financial year 2017-18 does not contain any qualification, reservation or adverse remarks.
In terms of Section 136 of The Companies Act, 2013, the reports and accounts are being sent to the members and others entitled thereto.
RELATED PARTY TRANSACTIONS:
All contracts / arrangements / transactions entered by the Company with related parties are in the ordinary course of business and on an armâs length basis. Your Directors draw attention of the Members to Note no. 28.10 to the Financial Statements which sets out related party disclosures.
During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions, accordingly information is not given in Form AOC-2.
Pursuant to Corporate Governance (National Housing Bank) Directions, 2016, dated February 9, 2017, a policy on transactions with related parties is given as Annexure III to this report.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companyâs website at the link:
(http://www.srghousing.com/DataImages/download/Related%20Party%20Transactions-%20Policy.pdf).
RISK MANAGEMENT POLICY:
Pursuant to Section 134 (3) (n) of The Companies Act, 2013, The SEBI (LODR) Regulations, 2015 and NHB circular on Corporate Governance, the Company has in place a risk management framework approved by the Board of Directors.
SRGHFLâs Risk Management framework provides the mechanism for risk assessment and mitigation. Company has in place Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boardâs Report.
At present the Company has not identified any element of risk which may threaten the existence of the Company.
ASSET LIABILITY MANAGEMENT POLICY:
SRGHFL has in place Asset Liability Management Policy approved by Board. The ALCO committee is entrusted with the task to oversee the ALM position of the Company on a periodic basis. The Asset Liability Management Committee comprises of Managing Director and members of Senior Management.
CORPORATE SOCIAL RESPONSIBILTY POLICY:
Pursuant to the provisions of Section 135 and Schedule VII of The Companies Act, 2013, during the financial year 2017-18 the CSR provisions were not applicable on the Company.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by board. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board and/or to the Managing Director.
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 of the Company.
Based on the report of Internal Auditor, respective heads 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 the Audit Committee of the Board and/or to the Managing Director.
DIRECTORS:
During the year, the terms of appointment of Mr. Vinod K. Jain, Managing Director of the Company was revised by shareholders in their 18th AGM held on 30.09.2017 regarding revision in remuneration of Mr. Vinod K. Jain, subject to the terms and conditions as approved by Shareholders in their 16th AGM held on 10.09.2015.
During the year, Mr. Rajesh Jain resigned from the post of Non-executive Director of the Company due to personal reasons. Board of Directors accepted the same with effect from 21.11.2017.
In accordance with the provisions of The Companies Act, 2013 and the Articles of Association of the Company Ms. Seema Jain, Director is liable to retire by rotation at the ensuing 19th Annual General Meeting and being eligible offers herself for re-appointment.
Necessary resolution for re-appointment of the aforesaid director and her detailed profile has been included in the Notice conveying the ensuing 19th Annual General Meeting.
Your Directors recommend her reappointment.
All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of The Companies Act, 2013 and all the Directors have filed their consents and declarations as required under the provisions of The Companies Act, 2013, SEBI (LODR) Regulations, 2015 and HFCs Corporate Governance (NHB) Directions, 2016.
There was no change in KMP during the financial year 2017-18.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of The Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence as laid down in Section 149(6).
AUDITORS:
STATUTORY AUDITOR:
Pursuant to the provisions of Section 139, 142 and all other applicable provisions of the Companies Act, 2013 and Rules made thereunder, at the 18th Annual General Meeting held on September 30, 2017 the members had appointed PKJ & Co., Chartered Accountants, (Registration No. 124115W) as the statutory Auditor of the Company for a period of five years upto the conclusion oRs. 23rd Annual General Meeting to be held in year 2022, subject to ratifying the said appointment at every AGM.
MCA vide its notification dated 7th May 2018, has brought into effect certain provisions of the Companies (Amendment) Act, 2017, thereby amending provisions of the Companies Act, 2013, including Section 139 of the Act, whereby the requirement of ratification of appointment of statutory auditors at every subsequent AGM has been done away with.
In view of the above, M/s. PKJ & Co., Chartered Accountants, (Registration No. 124115W) appointed by the members at the 18th Annual General Meeting held on September 30, 2017 as the statutory Auditor of the Company for a period of five years upto the conclusion oRs. 23rd Annual General Meeting to be held in year 2022, will continue as the Statutory Auditors of the Company, on such terms and conditions as may be decided by Board.
SECRETARIAL AUDITORS:
M/s Deepak Vijaywargey & Associates, Practicing Company Secretary, Udaipur was re-appointed as the Secretarial Auditor of the Company for the financial year 2017-18 by the Board of Directors pursuant to provisions of The Companies Act, 2013 and Rules framed there under. Secretarial Audit Report as provided by M/s Deepak Vijaywargey & Associates, Practicing Company Secretary is annexed to this Report as Annexure I.
QUALIFICATIONS IN AUDIT REPORTS:
There are no qualifications, reservations or adverse remarks or disclaimer made-
(a) By the Statutory Auditor in his report; and
(b) By the Company Secretary in Practice in his Secretarial Audit Report.
DISCLOSURES:
BOARD MEETINGS:
The Board of Directors met twenty five times during the financial year 2017-18.
COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee consists of adequate composition of Non-Executive Independent Directors. The details of which are mentioned in the Corporate Governance Report.
COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee consists of adequate composition of Non-Executive Independent Directors and Non-Executive Directors. The details of which are mentioned in the Corporate Governance Report.
COMPOSITION OF STAKEHOLDERâS RELATIONSHIP COMMITTEE:
The Stakeholderâs Relationship Committee consists of adequate composition of Non- Executive Directors and Non-Executive Independent Directors. The details of which are mentioned in the Corporate Governance Report.
PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:
Since the Company is a Housing Finance Company, the disclosure regarding particulars of loan given and security provided in the ordinary course of business is exempt under the provisions of Section 186 (11) of The Companies Act 2013.
As regards investment made by the Company, the details of the same are provided under Note no. 12 forming part of Financial Statements of the Company for the year ended March 31, 2018.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
(A) CONSERVATION OF ENERGY:
The Companyâs operations are not power intensive. Nevertheless, your Company is taking every step to conserve and minimize the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.
(B) TECHNOLOGY ABSORPTION:
The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.
(C) EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT:
The Company has formal strategy and planning department. The Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.
(D) FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review there were no earnings and outgo in foreign exchange.
EXTRACT OF ANNUAL RETURN:
As required pursuant to Section 92(3) of The Companies Act, 2013 and Rule 12(1) of The Companies (Management and Administration) Rules, 2014, the details forming part of extract of annual return in MGT-9 is annexed herewith as Annexure II.
PARTICULARS OF EMPLOYEES:
As at March 31, 2018, there was no employee employed throughout the year who was in receipt of remuneration of Rs. 1.02 Crores or more per annum or Rs. 8.50 Lakhs or more per month, if employed for the part of the year.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no material changes and commitments affecting financial position of the Company between March 31, 2018 and the date of Boardâs Report.
CHANGE IN NATURE OF BUSINESS:
There are no changes in the nature of business.
DETAILS RELATING TO DEPOSITS:
The Company has been granted registration by the National Housing Bank, New Delhi as a non-deposit taking Housing Finance Company. Being so, the Company has neither accepted in the past nor has any future plans to accept any public deposits, by whatever name called.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
The Company has been following directions, guidelines, circulars issued by SEBI, BSE, MCA, NHB etc. from time to time relating to Companies and that there are no significant & material orders passed by these regulators so far.
DISCLOSURES ON MANAGERIAL REMUNERATION:
Details of Managerial remuneration as required under Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with The Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is given as âAnnexure- VIIâ to this report.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2017-2018 to BSE where the Companyâs securities are listed.
INVESTOR COMPLAINTS AND COMPLIANCE:
During the year Company has not received any investor complaints and that as on date no investor complaints are pending.
EARNINGS PER SHARE (EPS):
The Earnings per Share (EPS) is Rs. 7.40 as at March 31, 2018 as against Rs. 2.38 as at March 31, 2017.
CAPITAL ADEQUACY:
Particulars as on March 31st |
2018 |
2017 |
Capital Adequacy Ratio |
33.38% |
72.71% |
SRGHFLâs capital adequacy in the form of CRAR stood at 33.38% as of March 31, 2018, which is well above the NHBâs minimum stipulated requirement oRs. 12%, in the form of Tier I and Tier II Capital. High Tier I Capital shall provide the Company adequate headroom to raise Tier II Capital for future business expansion. This position enables the Company to expand the loan book significantly by debt route.
NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:
The Company adhered to the prudential guidelines for Non Performing Assets (NPAs), issued by the National Housing Bank (NHB) under its Directions oRs. 2010, as amended from time to time. As per the prudential norms, the income on such NPAs is not to be recognized if unrealized.
As per the prudential norms prescribed by the NHB, the Company has made provision for contingencies on standard as well as non-performing housing loans and property loans. The Companyâs policy is to provide provisions towards NPA as per NHB guidelines. However by way of prudence and abundant caution, Company has provided additional provision over and above the NHB guidelines and has maintained cumulative NPA provision of Rs 2.02 Crores (Previous year Rs 0.30 Crores)
During the year, NHB vide notification no. NHB.HFC.DIR./18/MD&CEO/2017 dated August 2, 2017 reduced the provisioning requirements on Standard Individual Housing Loan from 0.40% to 0.25%.
A NOTE OF APPRECIATION:
The Directors of the Company place on record their appreciation for the advice, guidance and support given by various regulatory authorities including the NHB, RBI, SEBI, MCA, the Stock Exchange (BSE), Depositories, Debenture Trustees and all the bankers of the Company. The Directors would also like to acknowledge the role of all its stakeholders -shareholders, debenture holders, borrowers, key partners, lenders and financial institutions for their continuing support to the Company. Directors also record their appreciation for the dedicated services of the employees and their contribution to the growth of the Company. The Board would also like to express its sincere appreciation to all the Companyâs valued shareholders, RTA, Service Providers and Counselors for their continued support and patronage.
Best Wishes
Sd/- Sd/-
Vinod K. Jain Seema Jain
Managing Director Director
DIN: 00248843 DIN: 00248706
Date: - 28.05.2018
Place: - Udaipur
Mar 31, 2016
The Members,
The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS: (Rs. In Lakhs)
Particulars |
2015-16 |
2014-15 |
Gross Income |
1025.41 |
687.36 |
Less: Finance Cost |
404.45 |
239.15 |
Overheads |
332.24 |
213.44 |
Depreciation |
8.16 |
7.86 |
Provision for Investment |
3.58 |
0.00 |
Profit before Tax & Exceptional Items |
276.98 |
226.91 |
Add : Exceptional Items |
0.00 |
0.00 |
Profit before Tax |
276.98 |
226.91 |
Less : Provision for taxation (Including Deferred tax) |
90.24 |
73.33 |
Profit after tax |
186.74 |
153.58 |
Add : Balance b/d from the previous year |
212.77 |
140.19 |
Surplus available for appropriations |
399.51 |
293.77 |
Appropriations |
|
|
Transferred to Special Reserve under Section 36(l)(viii) of the Income Tax Act, 1961 |
37.50 |
31.00 |
Provision for Standard Assets |
5.78 |
6.56 |
Provision for NPA |
6.10 |
4.57 |
Assets W/o as per Co. Act, 2013 |
0.00 |
0.28 |
Def. Tax Liab. on special I.T. Reserve |
4.24 |
4.24 |
Interim Dividend |
0.00 |
28.28 |
Dividend Distribution Tax |
0.00 |
5.65 |
Excess provision |
1.35 |
0.42 |
Balance carried over to Balance Sheet |
344.54 |
212.77 |
LENDING OPERATIONS & DISBURSEMENT OF LOANS:
Your Company registered a remarkable growth in its operations. The highlights of Company''s Performance are as follows:
- The operating profit before charging depreciation and tax amounted to Rs 285.14 lacs in the year 2015-16 as against Rs. 234.77 lacs in the preceding year; representing a rise of 21.46%.
- Profit after Tax (PAT) before extraordinary items went up by 21.59% to Rs. 186.74 lacs in the year 2015-16 from Rs.153.58 lacs in the previous year.
- As at 31st March, 2016, the loan book stood at Rs. 5328.45 lacs as against Rs. 3867.52 lacs in the previous year marking an increase of 37.77%.
- Disbursements during the year amounted to Rs. 2730.59 lacs in 2015-16 from Rs. 2538.64 lacs in 2014-15 .
As part of its liability management, your Company endeavors to diversify its resource base in order to achieve an appropriate maturity structure and minimize the weighted average cost of borrowed funds.
DIVIDEND:
Your Directors felt it prudent to retain the earnings for the year under review to be ploughed back in business, which shall result in further augmentation of the Company''s growth and shareholders'' wealth.
CHANGES IN SHARE CAPITAL:
During the year under review, there were no changes in the share capital of the Company.
UNCLAIMED DIVIDEND:
As at March 31st, 2016, dividend amounting to Rs. 5025/- has not been claimed by shareholders. The Company has been intimating the shareholders to lodge their claim for dividend from time to time.
Under the provisions of section 125 of Companies Act, 2013 dividends that remain unclaimed for a period of seven years from the date of declaration are required to be transferred to the Investor Education and Protection Fund (IEPF) administered by the Central Government. As at March 31st, 2016 there is no unpaid/ Unclaimed Dividend to be transferred to Investor Education & Protection Fund.
In terms of the IEPF (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has made the relevant disclosures to the Ministry of Corporate Affairs (MCA) regarding unclaimed dividends. SRGHFL has uploaded the prescribed information on www.iepf.gov.in and www.srghousing.com.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to SEBI (LODR) Regulations, 2015,Report on Management Discussion and Analysis is annexed herewith in Annexure IV.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
DIRECTOR''S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (3) (c) of the Companies Act, 2013, and based on the information provided by the management, your Directors hereby confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed;
(b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31st, 2016 and of the profit of the Company for the year ended on that date;
(c) Proper and sufficient care has been taken 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 frauds and other irregularities;
(d) The annual accounts of the Company have been prepared on a going concern basis.
(e) Internal controls have been laid down to be followed by the Company and such internal controls were adequate and were operating effectively.
(f) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations laid down in SEBI (LODR) Regulations, 2015. A report on Corporate Governance is included as a part of this Annual Report in ANNEXURE VI.
Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 is attached to this report.
In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto.
RELATED PARTY TRANSACTIONS:
All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm''s length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at the link: (http://srghousing.com/ Data Images/download/RELATED%20PARTY%20TRANSACTION%20POLICY.pdf).
Your Directors draw attention of the members to Note 20 to the financial statement which sets out related party disclosures.
RISK MANAGEMENT POLICY:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & SEBI (LODR) Regulations, 2015, the company has in place a risk management framework approved by the board of Directors. SRGHFL''s Risk Management framework provides the mechanism for risk assessment and mitigation. Company has in place Risk Management Committee. The details of the committee and its terms of reference are set out in the corporate governance report forming part of the Boards report.
At present the company has not identified any element of risk which may threaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILTY POLICY:
Pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, at present the CSR provisions are not applicable on the Company.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by board. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board and/or to the Managing Director.
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 of the Company.
Based on the report of internal auditor, respective heads 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 the Audit Committee of the Board and/or to the Managing Director.
DIRECTORS:
In accordance with the provisions of the Act and the Articles of Association of the Company Mr. Rajesh Jain, Director is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
Your Directors recommend his re-appointment.
During the year under review, the Board of Directors on the recommendation of Nomination and Remuneration Committee had appointed Shri Nishant Badala as an Additional Director to hold office in the capacity of Non-Executive Independent director in the Company w.e.f. May 14th, 2015 and shareholders of the company in their meeting held on September 10th, 2015 regularized his appointment as Non-Executive Independent Director of the Company.
During the year under review, your Directors revised the remuneration of Mr. Vinod K. Jain , Managing Director, in accordance with the provisions of Companies Act, 2013 in their meeting held on 28.05.2015 and shareholders in their Annual General Meeting held on September 10th, 2015 approved the revised remuneration in addition to his re-appointment as the Managing Director of the Company for a period of three years from May 7th, 2016 on such terms and conditions as approved by Board in consultation with Nomination and Remuneration Committee of the Company.
All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.
There was no change in Key Managerial Personnel during the financial year.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence as laid down in Section 149(6).
AUDITORS:
STATUTORY AUDITORS:
At the 15th Annual General Meeting held on September 18th, 2014, the members had appointed M/s Valawat Jha Pamecha & Co. Chartered Accountants (registration No. 008265 C) as the statutory auditors of the Company for a period of 3 years up to the conclusion of 18th Annual General Meeting to be held in the year 2017, subject to them ratifying the said appointment at every AGM. The Company has received a confirmation from M/s Valawat Jha Pamecha & Co. Chartered Accountants, to the effect that their appointment, if made, at the ensuing AGM would be in terms of Sections 139 and 141 of the Companies Act, 2013 and rules made there under. The board proposes to the members to ratify the said appointment of M/s Valawat Jha Pamecha & Co. Chartered Accountants.
SECRETARIAL AUDITORS:
M/s Deepak Vijaywargey & Associates, Practicing Company Secretary, Udaipur was re-appointed as the Secretarial Auditor of the Company for the financial year 2015-16 by the Board of Directors pursuant to provisions of Companies Act, 2013 and rules there under. Secretarial audit report as provided by M/s Deepak Vijaywargey & Associates, Practicing Company Secretary is annexed to this Report as ANNEXURE II.
QUALIFICATIONS IN AUDIT REPORTS:
There are no qualifications, reservations or adverse remarks or disclaimer made-
(a) By the statutory auditor in his report; and
(b) By the company secretary in practice in his secretarial audit report DISCLOSURES:
BOARD MEETINGS:
The Board of Directors met 11 (Eleven) times during the financial year 2015-16.
COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee consists of adequate composition of Non-Executive Independent Directors. The details of which are mentioned in the Corporate Governance Report.
COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee consists of adequate composition of Non-Executive Independent Directors. The details of which are mentioned in the Corporate Governance Report.
COMPOSITION OF STAKEHOLDER''S RELATIONSHIP COMMITTEE:
The Stakeholder''s Relationship Committee consist of adequate composition of Non- Executive Directors and Non-Executive Independent Directors. The details of which are mentioned in the Corporate Governance Report.
PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:
Since the Company is a housing finance Company, the disclosure regarding particulars of loans given, guarantees given and security provided is exempt under the provisions of Section 186 (11) of the Companies Act, 2013.
As regards investments made by the Company, the details of the same are provided under Note 11 forming part of the annual accounts of the Company for the year ended March 31st, 2016.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
(A) CONSERVATION OF ENERGY:
The Company''s operations are not power intensive. Nevertheless, your Company is taking every step to conserve and minimize the use of energy wherever possible such as using energy efficient computer terminals, purchasing energy efficient equipments etc.
(B) TECHNOLOGY ABSORPTION:
The Company has imported no technology. Indigenous technology available is continuously upgraded to improve overall performance.
(C) EXPENDITURE INCURRED ON RESEARCH AND DEVELOPMENT:
The Company has no formal research and development department but the Company is continuously making efforts to strengthen research and development activities to improve quality and reduce cost.
(D) FOREIGN EXCHANGE EARNINGS AND OUTGO:
During the year under review there was no earnings and outgo in foreign exchange.
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the details forming part of extract of annual return in MGT 9 is annexed herewith as ANNEXURE III.
PARTICULARS OF EMPLOYEES:
As at March 31st, 2016, there was 1 employee employed throughout the year who was in receipt of remuneration of Rs. 60 lacs or more per annum.
In accordance with the provisions of Section 197 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, the name and other particulars of such employee is set out in the Annexure IX to the Directors'' Report.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no material changes and commitments affecting financial position of the company between 31st March and the date of Board''s Report.
CHANGE IN THE NATURE OF BUSINESS:
There are no changes in the Nature of Business.
DETAILS RELATING TO DEPOSITS:
The Company has been granted registration by the National Housing Bank, New Delhi as a non-deposit taking Housing Finance Company. Being so, the Company has neither accepted in the past nor has any future plans to accept any public deposits, by whatever name called.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
The Company has been following directions, guidelines, circulars issued by SEBI, BSE, MCA, NHB etc. from time to time relating to companies and that there are no significant & material orders passed by these regulators so far.
DISCLOSURES ON MANAGERIAL REMUNERATION:
Details of Managerial remuneration as required under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as per "Annexure VIII" to this report.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to BSE where the Company''s Shares are listed.
INVESTOR COMPLAINTS AND COMPLIANCE:
During the year company has not received any investor complaints and that as on date no complaints are pending.
EARNINGS PER SHARE (EPS):
The Earnings Per Share (EPS) is 1.65 as at March 31st, 2016 as against 1.43 as at March 31st, 2015.
CAPITAL ADEQUACY:
Particulars as on 31st March |
2016 |
2015 |
Capital Adequacy Ratio |
49.91% |
50.34% |
SRGHFL''s capital adequacy in the form of CRAR stood at 49.91% as of March 31st, 2016, which is well above the NHB''s minimum stipulated requirement of 12%, and entirely in the form of Tier I Capital. High Tier I capital shall provide the Company adequate headroom to raise Tier II capital for future business expansion. This position enables the company to expand the loan book significantly by debt route.
NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:
Your Company adhered to the prudential guidelines for Non performing Assets (NPAs), issued by the National Housing Bank (NHB) under its Directions of 2010, as amended from time to time. As per the prudential norms, the income on such NPAs is not to be recognized if unrealized.
As per the prudential norms prescribed by the NHB, the Company has made provision for contingencies on standard as well as non-performing housing loans and property loans.
A NOTE OF APPRECIATION:
Your Directors place on record their appreciation for the advice, guidance and support given by various regulatory authorities including the NHB, RBI, SEBI, MCA, the Stock Exchange (BSE), Depositories and all the bankers of the Company including State Bank of India. The Directors would also like to acknowledge the role of all its stakeholders - shareholders, borrowers, key partners and lenders for their continuing support to the Company. Your Directors also record their appreciation for the dedicated services of the employees and their contribution to the growth of the Company. The Board would also like to express its sincere appreciation to all the Company''s valued Shareholders, RTA, Service Providers and Counselors for their continued support and patronage.
Best Wishes
Sd/- Sd/-
Vinod K. Jain Rajesh Jain
Managing Director Director
DIN: 00248843 DIN: 00212393
Date : 12.04.2016
Place: Udaipur
Mar 31, 2015
The Members,
The Directors have pleasure in presenting before you the Annual Report
of the Company together with the Audited Statements of Accounts for the
year ended 31st March, 2015.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS:
Particulars 2014-15 2013-14
Gross Income 687.36 474.05
Less: Finance Cost 239.15 132.68
Overheads 213.44 166.43
Depreciation 7.86 5.29
Profit before Tax & Exceptional Items 226.91 169.65
Add : Exceptional Items 0.00 0.00
Profit before Tax 226.91 169.65
Less : Provision for taxation
(Including Deferred tax) 73.33 50.28
Profit after tax 153.58 119.37
Add : Balance b/d from the
previous year 140.19 47.52
Surplus available for appropriations 293.77 166.89
Appropriations
Transferred to Special Reserve under
Section 36(1)(viii) of the Income
Tax Act, 1961 31.00 24.00
Provision for standard Assets 6.56 6.53
Provision for NPA 4.57 (3.48)
Assets W/o as per co. act 2013 0.28 0.00
Def. Tax Liab. On special I.T. Reserve 4.24 0.00
Interim Dividend 28.28 0.00
Dividend Distribution Tax 5.65 0.00
Excess provision 0.42 (0.35)
Balance carried over to Balance Sheet 212.77 140.19
LENDING OPERATIONS & DISBURSEMENT OF LOANS:
Your Company registered a remarkable growth in its operations. The
highlights of Company's Performance are as follows:
-The operating profit before charging depreciation and tax amounted
to Rs 234.77 lacs in the year 2014-15 as against Rs. 174.95 lacs in the
preceding year; representing a rise of 34.19%.
-Profit after Tax (PAT) before extraordinary items went up by 28.66%
to Rs. 153.58 lacs in the year 2014- 15 from Rs.119.37 lacs in the
previous year.
-As at 31st March, 2015, the loan book stood at Rs. 3867.52 lacs as
against Rs. 2639.87 lacs in the previous year an increase of 46.50%.
As part of its liability management, your Company endeavors to
diversify its resource base in order to achieve an appropriate maturity
structure and minimize the weighted average cost of borrowed funds.
Dur- ing the year under review, a fresh term loan of Rs. 30 crores was
sanctioned from the State Bank of India.
DIVIDEND:
Your Directors have pleasure informing that the First and foremost
Interim Dividend at the rate of Rs. 0.25/- per equity share have been
declared and paid to the shareholders resulting in an outflow of Rs.
28.28 lacs in addition to Rs. 5.65 lacs by way of Dividend Distribution
Tax.
CHANGES IN SHARE CAPITAL:
During the year under review, the paid up share capital increased as a
result of the 2:5 Bonus Issue, whereby your Company allotted 32,32,200
Bonus shares. Consequently the equity share capital has increased from
Rs. 8,08,05,000 /- divided into 80,80,500 equity shares of Rs. 10/-
each to Rs. 11,31,27,000/- divided into 1,13,12,700 equity shares of
Rs 10/- each.
UNCLAIMED DIVIDEND:
Under the provisions of section 125 of Companies Act, 2013 dividends
that remain unclaimed for a pe- riod of seven years from the date of
declaration are required to be transferred to the Investor Educa- tion
and Protection Fund (IEPF) administered by the Central Government. As
at March 31st, 2015 there is no unpaid/ Unclaimed Dividend to be
transferred to Investor Education & Protection Fund.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to the Clause 49 of the Listing Agreement with the Bombay
Stock Exchange Limited, Report on Management Discussion and Analysis is
annexed herewith in Annexure IV.
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (3) (c) of the Companies Act, 2013, and
based on the information provided by the management, your Directors
hereby confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed;
(b) Accounting policies selected were applied consistently. Reasonable
and prudent judgments and esti- mates were made so as to give a true
and fair view of the state of affairs of the Company as at March 31st,
2015 and of the profit of the Company for the year ended on that date;
(c) Proper and sufficient care has been taken 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 frauds and other irregularities;
(d) The annual accounts of the Company have been prepared on a going
concern basis.
(e) Internal controls have been laid down to be followed by the Company
and such internal controls were adequate and were operating
effectively.
(f) Systems to ensure compliance with the provisions of all applicable
laws were in place and were adequate and operating effectively.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations
laid down in Clause 49 of the Listing Agreement. A report on Corporate
Governance is included as a part of this Annual Report in ANNEXURE VI.
Certificate from the Statutory Auditors of the company confirming the
compliance with the conditions of Corporate Governance as stipulated
under Clause 49 of the Listing Agreement is attached to this report.
In terms of Section 136 of the Act, the reports and accounts are being
sent to the members and oth- ers entitled thereto.
RELATED PARTY TRANSACTIONS:
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. During the year, the
Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material in accordance
with the policy of the Company on materiality of related party
transactions.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website at the link: (http://
www.srghousing.com/PolicyOnRelatedParty.aspx)
Your Directors draw attention of the members to Note 18 to the
financial statement which sets out related party disclosures.
RISK MANAGEMENT POLICY:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement, the company has in place a risk management
committee. The details of the committee and its terms of reference are
set out in the corporate governance report forming part of the Boards
report.
At present the company has not identified any element of risk which may
threaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILTY POLICY:
Pursuant to the provisions of section 135 and schedule VII of the
Companies Act, 2013, at present the CSR provisions are not applicable
on the Company.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined by board. To maintain its
objectivity and independence, the Internal Auditor reports to the
Chairman of the Audit Committee of the Board and/or to the Managing
Director.
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 loca-
tions of the Company.
Based on the report of internal auditor, respective heads undertake
corrective action in their re- spective areas and thereby strengthen
the controls. Significant audit observations and recommen- dations
along with corrective actions thereon are presented to the Audit
Committee of the Board.
DIRECTORS:
In accordance with the provisions of the Act and the Articles of
Association of the Company Mrs. Seema Jain, Director is liable to
retire by rotation at the ensuing Annual General Meeting and being
eligible offers herself for re appointment.
During the year under review Mr. Chirag Dharmawat, Independent director
resigned from the Inde- pendent Directorship w.e.f 19.02.2015 due to
some prior commitments. The same was accepted by the Board in their
meeting held on 27.02.2015. The Board places on record its sincere
thanks and gratitude for the invaluable contribution made by Shri
Chirag Dharmawat towards the growth and development of the company
during his tenure as a director.
During the year under review, the Board of Directors on the
recommendation of Nomination and Remuneration Committee had appointed
Shri Nishant Badala as an Additional Director to hold office in the
capacity of Non Executive Independent director in the Company w.e.f.
May 14th, 2015 subject to the approval of members in the general
meeting.
During the year under review your Directors revised the remuneration of
Mr. Vinod K. Jain , Manag- ing Director in accordance with the
provisions of Companies Act, 2013 in their meeting held on 28.05.2015.
Board also recommended to members to re-appoint Mr. Vinod K. Jain as
the Managing Director in this Annual General Meeting for a term of
three years from 07.05.2016 to 06.05.2019 on such terms and conditions
as approved by Board and members of the Company whose term of office
expires on 06th May, 2016.
Your directors recommend their appointment / re-appointment.
All the directors of the Company have confirmed that they are not
disqualified from being appointed as directors in terms of Section 164
of the Companies Act, 2013.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received necessary declaration from each Independent
Director of the Company under Section 149(7) of the Companies Act, 2013
that the Independent Directors of the Company meet with the criteria of
their Independence as laid down in Section 149(6).
AUDITORS:
Statutory Auditors:
At the 15th Annual General Meeting held on September 18th, 2014, the
members had appointed M/s Valawat Jha Pamecha & Co. Chartered
Accountants (registration No. 008265 C) as the statutory auditors of
the Company for a period of 3 years upto the conclusion of 18th Annual
General Meeting to be held in the year 2017, subject to them ratifying
the said appointment at every AGM. The Company has received a
confirmation from M/s Valawat Jha Pamecha & Co. Chartered Accountants,
to the effect that their appointment, if made, at the ensuing AGM would
be in terms of Sections 139 and 141 of the Companies Act, 2013 and
rules made there under. The board proposes to the mem- bers to ratify
the said appointment of M/s Valawat Jha Pamecha & Co. Chartered
Accountants.
Secretarial Auditors:
M/s Deepak Vijaywargey & Associates, Practicing Company Secretary,
Udaipur was appointed as the Secretarial Auditor of the Company for the
financial year 2014-15 by the Board of Directors pursuant to provisions
of Companies Act, 2013 and rules there under. Secretarial audit report
as provided by M/s Deepak Vijaywargey & Associates, Practicing Company
Secretary is annexed to this Report as ANNEX- URE II.
QUALIFICATIONS IN AUDIT REPORTS:
There are no qualifications, reservations or adverse remarks or
disclaimer madeÂ
(a) By the statutory auditor in his report; and
(b) By the company secretary in practice in his secretarial audit
report;
DISCLOSURES:
BOARD MEETINGS:
The Board of Directors met 12 (Twelve) times during this financial year
2014-15.
COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee consists of adequate composition of Executive, Non-
Executive and Independent Directors. The details of which are mentioned
in the Corporate Governance Report.
COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee consists of adequate
composition of Non- Executive Inde- pendent Directors. The details of
which are mentioned in the Corporate Governance Report.
COMPOSITION OF SHAREHOLDER'S /INVESTOR GRIEVANCE COMMITTEE:
The Shareholder's /Investor Grievance Committee consist of adequate
composition of Executive, Non- Executive and Independent Directors. The
details of which are mentioned in the Corporate Governance Report.
PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:
Since the Company is a housing finance Company, the disclosure
regarding particulars of loans given, guarantees given and security
provided is exempt under the provisions of Section 186 (11) of the Com-
panies Act, 2013.
As regards investments, there are no investments made by the Company
for the year ended March 31st, 2015.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
(A) Conservation of energy:
The Company's operations are not power intensive. Nevertheless, your
Company is taking every step to conserve and minimize the use of energy
wherever possible such as using energy efficient computer terminals,
purchasing energy efficient equipments etc.
(B) Technology absorption:
The Company has imported no technology. Indigenous technology available
is continuously up- graded to improve overall performance.
(C) Expenditure incurred on research and development:
The Company has no formal research and development department but the
Company is continu- ously making efforts to strengthen research and
development activities to improve quality and re- duce cost.
(D) Foreign exchange earnings and Outgo:
During the year under review there was no earnings and outgo in foreign
exchange.
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, the details forming part of extract of annual return in MGT 9 is
annexed herewith as ANNEXURE III.
PARTICULARS OF EMPLOYEES:
In accordance with the provisions of Section 197 of the Companies Act,
2013, read with the Com- panies (Particulars of Employees) Rules, 1975,
as at March 31st, 2015, there were no employees in SRGHFL throughout
the year who were in receipt of remuneration of Rs. 60 lacs or more per
an- num or Rs. 5 Lacs or more per month if appointed for the part of
the financial year.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no material changes and commitments affecting financial
position of the company be- tween 31st March and the date of Board's
Report.
CHANGE IN THE NATURE OF BUSINESS:
There are no changes in the Nature of Business.
DETAILS RELATING TO DEPOSITS:
The Company has been granted registration by the National Housing Bank,
New Delhi as a non- deposit taking Housing Finance Company. Being so,
the Company has neither accepted in the past nor has any future plans
to accept any public deposits, by whatever name called.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
The Company has been following directions, guidelines, circulars issued
by SEBI, BSE, MCA, NHB etc. from time to time relating to listed
companies and that there are no significant & material or- ders passed
by these regulators so far.
DISCLOSURES ON MANAGERIAL REMUNERATION:
Details of Managerial remuneration as required under Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is given as per "Annexure VIII" to this report.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to BSE where the Company's Shares are listed.
INVESTOR COMPLAINTS AND COMPLIANCE:
During the year company received two investor complaints. Company took
appropriate action within the stipulated time period. All the investor
complaints are duly resolved and as on date no com- plaints are
pending.
EARNINGS PER SHARE (EPS):
The Earnings Per Share (EPS) is 1.43 as at March 31st, 2015 as against
1.48 as at March 31 ST, 2014.
Your Company's capital adequacy ratio was at 50.34% as on 31st March,
2015 , which we believe provides an adequate cushion to withstand
business risks and is above the minimum requirement of 12% stipulated
by the NHB.
NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:
Your Company adhered to the prudential guidelines for Non performing
Assets (NPAs), issued by the National Housing Bank (NHB) under its
Directions of 2010, as amended from time to time. As per the prudential
norms, the income on such NPAs is not to be recognized if unrealized.
As per the prudential norms prescribed by the NHB, the Company has made
provision for contin- gencies on standard as well as non-performing
housing loans and property loans.
A NOTE OF APPRECIATION:
Your Directors place on record their appreciation for the advice,
guidance and support given by vari- ous regulatory authorities
including the NHB, RBI, SEBI, MCA, the Stock Exchange (BSE), Deposito-
ries, Lead Merchant Banker and all the bankers of the Company. The
Directors would also like to acknowledge the role of all its
stakeholders - shareholders, borrowers, key partners, and lenders for
their continuing support to the Company. Your Directors also record
their appreciation for the dedicated services of the employees and
their contribution to the growth of the Company. The Board would also
like to express its sincere appreciation to all the Company's valued
Shareholders, RTA, Service Providers and Counselors for their continued
support and patronage.
Best Wishes
Sd/-
Vinod K. Jain Managing Director
DIN:00248843
Mar 31, 2014
Dear members,
The Directors are pleased to present their Fifteenth Annual Report on
the business and operations of your Company together with the Audited
Accounts for the year ended 31st March, 2 014.
The Financial performance of tlie Company for year ended 11st March,
2014 fe summarized below:
FINANCIAL RLSULTS
Particulars 2013-14 2012-13
Gross Income 474.05 234.52
Less: Finance Cost 132.68 65.15
Overheads 166.43 79.33
Depreciation 5.29 6.17
Profit before Tax & Exceptional ltems 169.65 83.87
Add: Exceptional Items 0.00 0.00
Profit before Tax 169.65 83.87
Less : Provision for taxation
(Including deferred tax) 50.28 20.25
Profit after tax 119.37 63.62
Add:Balance b/d from the previous year 47.52 72.44
Surplus available for appropriations 166.89 136.06
Appropriations
Transferred to Special Reserve under 24.00 12.70
Section36(l)(viii) of the lncome Tax Act, 1961
Provision for standard Assets 6.53 4.54
Provision for NPA (3.48) 0.10
Bonus lssue 0.00 71.20
Excess provision (0.35) 0.00
Balance carried over to Balance Sheet 140.19 47.52
PERFORMANCE
Lending Operations & Disbursement of Loans
Your Company registered a remarkable growth in its operations. The
operating profit before charging depreciation and tax amounted to
Rs.174.94 lacs as against Rs. 90.04 lacs in the preceding year;
representing a rise of94.29% Profit After Tax (PAT] before
extraordinary items went up by 87.63% to Rs. 119.37 Lacs from Rs. 63.62
Lacs in the previous year.
As at 31st March, 2014, the loan book stood at Rs. 2639.87 Lacs as
against Rs. 1883.14 Lac in the previous year an increase of 40.18%.
As part of its liability management, your Company endeavors to
diversify its resource base in order to achieve an appropriate maturity
structure and minimize the weighted average cost of borrowed funds.
During the year under review, fresh term loans of Rs. 1250 Lacs were
availed from the State Bank of India.
DIVIDEND
Your Directors felt it prudent to retain the earnings for the year
under review to be ploughed back in business, which shall result in
further augmentation of the Company''s growth and shareholders'' wealth
CAPITAL ADEQUACY
Particulars As on 31st March 2014 2013
Capital Adequacy Ratio 61.30% 67.40%
Your Company''s capital adequacy ratio was at 61.30% as on 31st
March,2014, which we believe provides an adequate caution to withstand
business risks and is above the minimum requirement of 12% stipulated
by the NHB.
NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY
Your Company adhered to the prudential guidelines for Non performing
Assets (NPAs), issued by the National Housing Bank (NHB) under its
Directions of 2010, as amended from time to time. As per the prudential
norms, the income on such NPAs is not to be recognized if unrealised.
As per the prudential norms prescribed by the NHB, the Company has made
provision for contingencies on standard as well as non-performing
housing loans and property loans.
PARTICULARS OF EMPLOYEES
During the year under review, no employee of the Company was in receipt
of the remuneration in excess of the limits prescribed under section
217(2A) of the Companies Act,1956, read with the Companies (Particulars
of Employees) Rules, 1975, as amended.
TECHNOLOGY UPDATION
Regular updation of Systems and procedures is undertaken from time to
time to provide checks and alerts for avoiding fraud arising out of
misrepresentation given by borrower/s while availing loans.
ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION ANDR&D EFFORTS AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuantto section 217(l)(e) of the Companies Act,1956, read with the
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules,1988, as amended, the relevant information is given
below:
A. CONSERVATION OF ENERGY:
The Company''s operations are not power intensive. Nevertheless, your
Company is taking every steps to conserve and minimise the use of
energy wherever possible such as using energy efficient computer
terminals, purchasing energy efficient equipments etc.
B. RESEARCH AND DEVELOPMENT :
The Company has no formal research and development department but the
Company is continuously making efforts to strengthen research and
development activities to improve quality and reduce cost.
C. TECHNOLOGY IMPORT AND ABSORPTION:
The Company has imported no technology. Indigenous technology available
is continuously upgraded to improve overall performance.
D. FOREIGN EXCHANGE EARNINGS AND OUT GO:
During the year under review there was no earnings and outgo in foreign
exchange.
CORPORATE GOVERNANCE:
Pursuant to the Clause 52of the Listing Agreement with the Bombay Stock
Exchange Limited, Report on Corporate Governance is annexed herewith .
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to the Clause 52of the Listing Agreement with the Bombay Stock
Exchange Limited, Report on Management Discussion and Analysis Report
is annexed herewith .
PUBLIC DEPOSIT:
The Company has been granted registration by the National Housing Bank,
New Delhi as a non-deposit taking Housing Finance Company. Being so,
the Company has neither accepted in the past nor has any future plans
to accept any public deposits, by whatever name called.
DIRECTORATE:
Mr. Rajesh Jain (DIN 00212393) and Mr. Chirag Dharmawat (DIN:
05281217), directors of the company liable to retire by rotation and
being eligible have offered themselves for re-appointment. As per
section 149(5) of the Companies Act, 2013 the Company is required to
appoint Independent Directors under section 149(4) within a period of
one year from 1.4.2014 i.e. the date of commencement of the said
section and Rules made there under. Since the Company had already
appointed Mr. Vikas Gupta (DIN: 05280808) and Mr. Ashok Kabra
(DIN:00240618) as Independent Directors subject to retirement by
rotation in the past, in terms of Companies Act, 1956 and the Listing
Agreement with the stock exchanges. Mr. Vikas Gupta and Mr. Ashok Kabra
offered themselves for re-appointment as Non-Executive Independent
Directors within the meaning of section 149 and 152 [including section
149(10)] of the new Companies Act, 2013 read with Schedule IV attached
thereto and Rules made there under, not subject to retirement by
rotation, for a term of 5 (five) consecutive years subject to approval
of members in general meeting.
AUDITORS:
The Board of Directors of the Company have on the recommendation of the
Audit Committee proposed that Pursuant to the provisions of Sections
139-142 and other applicable provisions, if any, of the Companies Act,
2013 read with the underlying rules viz. Companies (Audit and Auditors)
Rules, 2014 as may be, M/s Valawat Jha Pamecha & Co. Chartered
Accountants (registration No. 008265 C), be reappointed as statutory
auditors of the Company, to hold office from the conclusion of this
Meeting until the conclusion of the Eighteenth Annual General Meeting
(AGM) of the Company, subject to ratification by Members every year on
a remuneration (including terms of payment) to be fixed by the Board of
Directors of the Company, based on the recommendation of the Audit
Committee. M/S Valawat Jha Pamecha & Co., Chartered Accountants,
Udaipur have forwarded their certificates to the Company stating that
their re-appointment, if made, will be within the limit specified in
that behalf in section 141 of the Companies Act, 2013.
Your Directors request you to appoint the auditors and fix their
remuneration.
AUDITORS'' REPORT:
The Auditors'' observations are self explanatory and hence do not call
for any further clarification under section 217 of the Companies
Act,1956.
INVESTOR COMPLAINTS AND COMPLIANCE:
All the investor complaints duly resolved and as on date no complaints
are pending.
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, 2014; the applicable accounting standards have been
followed along with proper explanation relating to material departure
(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, 2014 on a going concern basis.
EARNINGS PER SHARE (EPS):
The Earnings Per Share (EPS) is Rs. 1.48 as at March 31, 2014 as
against Rs.0.98 as at March 31, 2013.
REGULATORY GUIDELINES/AMENDMENTS:
The Company has also been following directions, guidelines, circulars
issued by SEBI, BSE, MCA, NHB from time to time relating to listed
companies.
HUMAN RESOURCES AND TRAINING:
The Company aims to align HR practices with business goals, motivate
people for higher performance and build a competitive working
environment. Productive high performing employees are vital to the
company''s success.
The Company had organised various training programmes for upgrading the
skill and knowledge of its employees in different operational areas.
The Company also sponsored its employees at various levels to attend
various seminars and programmes conducted by various organizations and
institutions including Training programmes conducted by the National
Housing Bank so as to update their knowledge and to keep them abreast
of all the developments in their respective fields.
CODES AND STANDARDS
Fair Practice Code:
Your Company has in place a Fair Practice Code (FPC), which includes
guidelines on appropriate staff conduct when dealing with customers and
on the organisation''s policies vis-a-vis client protection. The FPC
captures the spirit of the NHB''s guidelines on fair practices for
Housing Finance Companies.
Code For Prevention Of lnsider Trading Practices:
Your Company has formulated and adopted a Code for Prevention of
lnsider Trading Practices in accordance with the model code of conduct
as prescribed under the SEBI (Prohibition of lnsider Trading)
Regulations, 1992, as amended. The code is applicable to all directors,
senior employees and their dependents. The said persons are restricted
from dealing in the securities of the Company during the ''restricted
trading periods'' notified by the Company, from time to time.
A Note Of Appreciation:
Your Directors place on record their appreciation for the advice,
guidance and support given by various regulatory authorities including
the NHB, RBI, SEBI, MCA, the Stock Exchange (BSE), Depositories, Lead
Merchant Banker and all the bankers of the Company. The Directors would
also like to acknowledge the role of all its stakeholders -
shareholders, borrowers, key partners, and lenders for their continuing
support to the Company. Your Directors also record their appreciation
for the dedicated services of the employees and their contribution to
the growth of the Company. The Board would also like to express its
sincere appreciation to all the Company''s valued Shareholders, RTA,
Service Providers and Counsellors for their continued support and
patronage.
FOR AND ON BEHALF OF THE BOARD OF DIRECTOR
Sd/-
Vinod K Jain
Chairman & Managing Director
Place: - Udaipur
Date: - 29th May 2014
DIN:00248843
Mar 31, 2013
To the members of SRG Housing Finance Limited
The Directors are pleased to present their Fourteenth Annual Report on
the business and operations of your Company together with the Audited
Accounts for the year ended 31st March, 2013.
The Financial performance of the Company for year ended 31st March,
2013 is summarized below:
FINANCIAL RESULT
(Rs. In Lacs)
Particulas 2012-13 2011-12
Less: Finance Cost 6515
Overheads 79 33
Depreciation 617
Profit before Tax & Exceptional Items 83.87 44 08
Add: Exceptional Items 0.00
Profit before Tax 83.87 44.O8
Less: Provision for taxation 20 55 11.8
Profit after tax 63 32
Deferred Tax Assets 0.2 0.1
Add : Balance b/d from the
previous year 72.44 53.26
Surplus available for appropriations 136.05 85 58
Appropriations
Transferred to Special Reserve under 12.70 6.50
Section 36(l)(viii) of the Income
Tax Act, 1961
Provision for standard Assets 4.54 2.63
Provision for NPA
Bonuslssue 71.20
Balance carried over to Balance Sheet 47 51 72 44
Total 136.05 85.58
PERFORMANCE
Lending Operations Disbursement of Loans:
Your Company registered a remarkable growth in its operations. The
operating profit before charging depreciation and tax amounted to
Rs.90.05 lacs as against Rs. 47.61 lacs in the preceding year;
representing a rise of 89%. Profit After Tax (PAT) before extraordinary
items went up by 97% to Rs. 63.32 Lacs from Rs. 32.21 Lacs in the
previous year.
The loan disbursed during the year ended 31st March, 2013 was to the
extent of Rs. 1446 Lacs as against Rs. 411 Lacs disbursed during the
previous year.
As at 31st March, 2013, the loan book stood at Rs. 1883.14 Lacs as
against Rs. 757.13 Lacs in the previous year an increase of 149%.
As part of its liability management, your Company endeavors to
diversify its resource base in order to achieve an appropriate maturity
structure and minimize the weighted average cost of borrowed funds.
During the year under review, fresh term loans of Rs. 400 Lacs were
availed from the State Bank of India in addition of fresh issue of
Shares.
DIVIDEND
Your Directors felt it prudent to retain the earnings for the year
under review to be ploughed back in business, which shall result in
further augmentation of the Company''s growth and shareholders'' wealth
CAPITAL ADEQUACY
Capital Adequacy Ratio 67% 81%
Your Company''s capital adequacy ratio was at 67% as on 31st March,2013,
which we believe provides an adequate cushion to withstand business
risks and is above the minimum requirement of 12% stipulated by the
NHB.
NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY
Your Company adhered to the prudential guidelines for Non performing
Assets (NPAs), issued by the National Housing Bank (NHB) under its
Directions of 2010, as amended from time to time. As per the prudential
norms, the income on such NPAs is not to be recognised.
As per the prudential norms prescribed by the NHB, the Company has made
provision for contingencies on standard as well as non-performing
housing loans and property loans.
PARTICULARS OF EMPLOYEES
During the year under review, no employee of the Company was in receipt
of the remuneration in excess of the limits prescribed under section
217(2A) of the Companies Act,1956, read with the Companies (Particulars
of Employees) Rules, 1975, as amended
INFORMATION TECHNOLOGY AND COMMUNICATIONS
During the financial year 2012-13, apart from upgrading the existing
software applications with enhanced/ added features to meet the current
and emerging business needs, certain new application systems were
implemented.
ENERGY CONSERVATION MEASURES, TECHNOLOGY ABSORPTION AND R&D EFFORTS AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
Pursuant to section 217(l)(e) of the Companies Act,1956, read with the
Companies (Disclosure of particulars in the Report of Board of
Directors) Rules,1988, as amended, the relevant information is given
below :
A. CONSERVATION OF ENERGY :
The Company''s operations are not power intensive. Nevertheless, your
Company is taking every steps to conserve and minimise the use of
energy wherever possible such as using energy efficient computer
terminals, purchasing energy efficient equipments etc.
B. RESEARCH AND DEVELOPMENT :
The Company has no formal research and development department but the
Company is continuously making efforts to strengthen research and
development activities to improve quality and reduce cost.
C. TECHNOLOGY IMPORT AND ABSORPTION :
The Company has imported no technology. Indigenous technology available
is continuously upgraded to improve overall performance.
D. FOREIGN EXCHANGE EARNINGS AND OUT GO
During the year under review there was no earnings and outgo in foreign
exchange.
INITIAL PUBLIC OFFERING
Company has fully spent / utilized the proceeds of the funds raised
under the IPO as per the object of the issue up to 31st March, 2013.
The disclosure in compliance with theListing Agreement is as under:
STATEMENT OF UTILIZATION OF ISSUE PROCEEDS BY COMPANY AS ON 31ST MARCH,
2013
(Rs, In Lac)
Granting of Loans 635.00 639.21
To meet the Issue Expenses 65-80 61-59
Total 700.80 700.80
CORPROATE GOVERNANCE :
Pursuant to the Clause 52 of the Listing Agreement with the Bombay
Stock Exchange Limited, Report on Corporate Governance is annexed
herewith .
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to the Clause 52 of the Listing Agreement with the Bombay
Stock Exchange Limited, Report on Management Discussion and Analysis
Report is annexed herewith .
PUBLIC DEPOSIT
Your Company has not accepted any deposits from the public during the
year under review
DIRECTORATE
Mr. Vikas Gupta and Mr. Ashok Kabra, directors of the company liable to
retire by rotation and being eligible have offered themselves for
re-appointment.
Further re appointment of Mr Vinod K Jain Chairman and Managing
Director on revised remuneration is also approved by board and
remuneration committee.
Your Directors recommend the above re-appointments.
BONUS ISSUE
The Company allotted a bonus issue of Shares in the ratio of 2:1 by
capitalising Rs. 15255000/-the balance lying in the Reserves and
Surplus
PUBLIC ISSUE
During the year under review your Company entred into the capital
market with a maiden public issue of 3504000 equity shares of Rs. 10/-
each at a premium of Rs. 10/- per share aggregating to Rs.70080000. The
issue received an overwhelming response and the same was over
subscribed by 1.15 times. The equity shares have been listed and are
being traded on the SME platform of the Bombay Stock Exchange Limited.
Subequent upon the bonus and public issue of the shares the issued,
subscribed and paid up capital of your Company stands at Rs. 80805000
divided into 8080500 equity shares of Rs. 10/- each.
AUDITORS
The Board of Directors of the Company have on the recommendation of the
Audit Committee proposed that M/S Valawat, Jha, Pamecha & Co.,
Chartered Accountants, Udaipur be re-appointed as the Statutory
Auditors of the Company and to hold the office from the conclusion of
this meeting till the conclusion of the next Annual General Meeting of
the Company. M/S Valawat, Jha, Pamecha & Co., Chartered Accountants,
Udaipur have forwarded their certificates to the Company stating that
their re-appointment, if made, will be within the limit specified in
that behalf in Sub-section (IB) of Section 224 of the Companies Act,
1956. Your Directors request you to appoint the auditors and fix their
remuneration.
AUDITORS'' REPORT
The Auditors'' observations are self explanatory and hence do not call
for any further clarification under section 217 of the Companies
Act,1956.
INVESTOR COMPLAINTS AND COMPLIANCE
All the investor complaints duly resolved and as on date no complaints
are pending.
LISTING OF SHARES
The Equity Shares of your Company are listed on the SME platform of
Bombay Stock Exchange Limited P. J. Towers, Dalai Street, Mumbai - 400
023 and the listing fees for the year 2013-2014, has been paid.
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 departure
(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, NHB, Banks, SEBI, Shareholders,
Bankers to issue, RTA 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 DIRECTOR
Vinod K Jain
Chairman & Managing Director
Place: - Udaipur
Date: - 24th April, 2013
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