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Directors Report of India Home Loan Ltd.
Mar 31, 2025
Your Directors have pleasure in presenting the Thirty Fifth Annual Report on the performance of the India Home Loan Ltd (âthe Companyâ) together with the audited financial statements for the year ended March 31, 2025.
The financial performance of your Company for the year ended March 31, 2025 (âDuring the year under reviewâ) as compared to the previous financial year is summarized below:
|
(INR in Lakhs) |
||
|
Particulars |
2024-25 |
2023-24 |
|
Revenue from operations |
1360.17 |
1201.83 |
|
Other income |
8.67 |
9.40 |
|
Total revenue |
1368.84 |
1211.23 |
|
Profit before depreciation and finance costs |
825.57 |
638.58 |
|
Depreciation and amortization expense |
22.98 |
18.69 |
|
Finance Cost |
767.89 |
956.80 |
|
Profit after depreciation, finance costs and exceptional items and before tax |
34.70 |
(336.91) |
|
Tax expense |
7.42 |
7.55 |
|
Profit for the year |
27.28 |
(344.47) |
|
Other comprehensive income |
(0.82) |
2.75 |
|
Total comprehensive income for the Year |
26.46 |
(341.71) |
AMOUNT TRANSFERRED TO RESERVES
The Company has transferred INR 5.46 Lakhs to Special Reserves under Sec 36(1)(viii) of Income Tax Act, 1961 for the financial year 31st March 2025 as per audited financial statements.
The Company has been maintaining the Capital Adequacy Ratio (CAR) above the minimum required level as prescribed by National Housing Bank (NHB) / Reserve Bank of India (RBI) from time to time.
NATURE OF BUSINESS AND FINANCIAL PERFORMANCE
The Company is a housing finance company registered with National Hosing Bank of India. It primarily offers retail home loan products in the affordable housing segment. Loans are offered to customers for purchase, construction as well as extension of houses. During the year under review, the Company has achieved total revenue of INR 1,368.84/- Lakhs with a Profit after Tax of INR 27.28 Lakhs as against the total revenue of INR 1,211.23 Lakhs and profit after tax of INR (344.47) Lakhs earned in previous year.
The Net NPA of the Company as on 31st March 2025 is 2.31%. The company has disbursed 3 loan proposals during this year amounting to INR 10.45 Lakhs. The total loan portfolio as on 31st March 2025 stands at INR 4961.28 Lakhs.
CHANGE IN THE NATURE OF BUSINESS (IF ANY)
There were no fundamental changes in the business of the Company during the Financial Year ended March 31, 2025.
As on the date of this report, the Company had received a letter on June 27, 2023 from Informatics Rating (âCredit Rating Agencyâ), in relation to the revision in the Credit Rating assigned to the Long term fund based bank facility - term loan from IVR D to IVR D/ Issuer not cooperating and for Non-Convertible Debentures from IVR C to IVR D/ Issuer not cooperating. However, the Company has not accepted the above rating and is under formal discussions with the agency for revision in rating.
COMPLIANCE WITH PRINCIPAL BUSINESS CRITERIA
Master Directions - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, as updated from time to time has defined the term Housing Finance Company, which shall mean the Company incorporated under the Company Act, 2013 and that fulfils the below mentioned conditions:
1. It is an Non-Banking Financial Company (âNBFCâ) whose financial assets, in the business of providing finance for housing, constitute at least 60% of its total assets (netted off by intangible assets); and
2. Out of the total assets (netted off by intangible assets), not less than 50% should be by way of housing financing for individuals. Your Company has complied with the above RBI Master Direction and is meeting the aforesaid principal business criteria for Housing Financial Company as defined therein
Following the amendment in the Finance Act, 2019 and the subsequent notification by the Reserve Bank of India (RBI) in August 2019, Housing Finance Companies (HFCs) are being treated as one of the categories of Non-Banking Financial Companies (NBFCs) for regulatory purposes and accordingly come under RBI''s direct oversight. The National Housing Bank (NHB), however, would continue to carry out supervision & refinance facilities for HFCs. In this regard Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 was notified on 17th February, 2021, updated from time to time.
The Company has been following guidelines, circulars and directions issued by the RBI/ NHB, from time to time. The Company has complied with the Master Direction-Non Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 (updated as on 5th May, 2025).
RBI had issued a circular on âScale Based Regulation (SBR): A Revised Regulatory Framework for NBFCsâ on 22nd October, 2021 (''SBR Framework''). As per the framework, based on size, activity, and risk perceived, NBFCs are categorised into four layers, NBFC-Base Layer (NBFC-BL), NBFC-Middle Layer (NBFC-ML), NBFC-Upper Layer (NBFC-UL) and NBFC-Top Layer (NBFC-TL). RBI has issued the Master Direction - Reserve Bank of India (Non-Banking Financial Company)- Scale Based Regulation) Directions, 2023 dated 19th October, 2023, updated from time to time.
As on 31st March 2025, The Authorised share capital of the Company is INR 25,00,00,000 (Rupees Twenty-Five Crore) and the Subscribed and Paid up share capital of the Company is INR 14,28,17,550 (Rupees Fourteen crores twenty-eight lakhs seventeen thousand five hundred and fifty only) divided into 1,42,81,755 equity shares of face value of INR 10/-. During the year under review, the Company has not issued any shares or convertible securities.
The Board of Directors has not recommended any dividend for the financial year 2024-25.
The Company being an NBFC, the provisions relating to Chapter V of the Act, i.e., acceptance of deposit, are not applicable. Further, the Company is registered as non-deposit taking NBFC with the RBI and Company has not accepted any deposits during the year under review.
Further, Pursuant to Section 73 of the Companies Act, 2013 (together with the Companies (Acceptance of Deposits) Rules, 2014), the provision for inviting or accepting public deposits is not applicable to the Company. Accordingly, During the year under review, the Company has neither invited nor accepted any deposits from the public within the meaning of Section 73 of the Act.
MAINTAINENCE OF COST RECORDS & COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
SUBSIDIARY/JOINT VENTURES/ASSOCIATES COMPANIES
The Company does not have any subsidiary/joint venture or associate Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year 2024-25, Mr. Deepak Katarmal was appointed as an Independent Director at the Board meeting held on September 26, 2024, for a first term of five consecutive years, effective immediately. His appointment was subsequently regularised by the shareholders through a Postal Ballot on December 25, 2024. In the opinion of the Board, Mr. Deepak Katarmal possesses requisite expertise, integrity and experience (including the proficiency).
Further, Ms. Shilpa Katare, the Company Secretary and Compliance Officer, resigned from her position with effect from July 12, 2024. Thereafter, Mr. Akash Das was appointed as the Company Secretary and Compliance Officer of the Company with effect from September 26, 2024.
Pursuant to the provisions of Section 149 of the Companies Act, 2013, all the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149 (6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ). There has been no change in the circumstances affecting their status as independent directors of the Company.
The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs, Manesar (âMCAâ) as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.
In the opinion of the Board, Mr. Mahesh Shah, Ms. Archana Chirawawala, Mr. Chahan Vora and Mr. Deepak Katarmal possesses requisite expertise, integrity and experience.
Mr. Mahesh N. Pujara, Managing Director, is retiring by rotation to enable compliance by the Company with the provisions of Section 152 of the Companies Act, 2013.
In accordance with the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31,2025, comprised of:
⢠Mr. Mahesh N. Pujara, Managing Director
⢠Mr. Mitesh M. Pujara, Whole-time Director
⢠Mr. Maulesh Popat, Chief Financial Officer
⢠Mr. Akash Das, Company Secretary and Compliance Officer
During the year 2024-25, 6 (Six) meetings of the Board of Directors were held on May 29, 2024, August 12, 2024, August 30, 2024, September 26, 2024, November 13, 2024 and February 13, 2025. Details about the Board meetings are given in report on Corporate Governance which forms part of this Annual Report.
The maximum interval between any two meetings did not exceed 120 days.
Meeting In accordance with the provisions of Listing Regulation and Companies Act, the Independent Directors of your Company met once during the financial year, on March 22, 2025, without the attendance of Non-Independent Directors and members of the management. The Independent Directors reviewed the performance of the Non-Independent Directors, CFO, CEO, Committees and the Board as a whole along with the performance of the Chairman of your Company, taking into account assessment of the quality, quantity and timeliness of flow of information between the Company management & the Board and free flow of discussion on any matter that is necessary for the Board to effectively and reasonably perform their duties.
The Board has delegated powers to various Committees, each of which has specific responsibilities as per the provisions of the Companies Act, 2013, RBI Master Directions and the Listing Regulations, as amended from time to time.
All the recommendations of the Board Committees were considered and accepted by the Board while conveying decisions in the Board Meetings.
The company has following committees;
1. Audit Committee,
2. Nomination and Remuneration Committee,
3. Stakeholders'' Relationship Committee.
4. Risk Management Committee,
5. Asset and Liability Management Committee
6. IT Strategy Committee.
Details of the Committees including the charter, composition and meetings held during the year, are provided in the Corporate Governance Report which forms part of this Annual Report.
The Board of Directors have carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Companies Act 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The performance of the Board was evaluated on the basis of a structured questionnaire comprising of evaluation criteria forming part of the policy and after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc.
The above criteria are based on the Guidance Note dated on Board Evaluation issued by the Securities and Exchange Board of India.
In a separate meeting of independent directors dated March 22, 2025, performance of non-independent directors, the board as a whole and the Chairman of the Company were evaluated, taking into account the views of executive and non-executive directors.
The Board reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
|
Performance Evaluation by |
Of Whom |
|
Board of Directors |
Board as a whole and Committees of Board All Directors excluding the Director being evaluated |
|
Independent Directors |
Non - Independent Directors Chairman of the Company Board as a whole |
POLICIES ON APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
Pursuant to sub-section (3) of Section 178 of the Act and Regulation 19(4) of the SEBI (LODR) Regulations, 2015, the Board has formulated Policies on Directors'' appointment and remuneration. This Policy includes criteria for selection of Directors, determining their qualifications, positive attributes, remuneration and independence of Directors, evaluation process for performance of Directors, key evaluation criteria and other matters.
In accordance with the applicable provisions of the Act and the Listing Regulations, these Policies are uploaded on the website of the Company, viz., https://indiahomeloan.co.in/Home/CodesPolicv.
CORPORATE SOCIAL RESPONSIBILITY
During the year under review, the provisions of Section 135 of the Companies Act, 2013, read with Schedule VII and the Companies (Corporate Social Responsibility Policy) Rules, 2014, were not applicable to the Company. Hence, the Company was not required to constitute a CSR Committee or undertake any CSR activities for the financial year.
During the financial year under review, your Company adhered to all Guidelines on Corporate Governance in accordance with the Master Direction- Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021, as amended from time to time.
The Company''s Corporate Governance Report for the year under review, forms part of this Annual Report. A certificate from M/s. D.A. Kamat & Co., Practicing Company Secretaries regarding compliance with the conditions of Corporate Governance as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âSEBI Listing Regulationsâ), is annexed to Corporate Governance Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015 read with Schedule V of SEBI Listing Regulations, the Management Discussion and Analysis Report for the year provides a comprehensive analysis of the Company''s performance, growth and outlook of the Company and its business which forms part of this Report.
M/s. H. K. Shah & Co., Chartered Accountants (Firm Registration No. 109583W) were appointed as the Statutory Auditor of the Company to hold office for a term of five years from the conclusion of the Thirty Second Annual General Meeting held on 30th September 2022, until the conclusion of the Thirty Seventh Annual General Meeting of the Company.
The Statutory Auditors of the Company, M/s. H. K. Shah & Co., Chartered Accountants issued an Audit Report with modified opinion on the Audited Financial Results of the Company for the financial year ended March 31, 2025 containing the below mentioned qualification:
1. The company is in the process of implementation of an NBFC industry-specific ERP software which is yet to be implemented for strengthening the internal controls.
Management''s Reply: Company is in the final stage to customize design & implementation of the Omnifin software. The desired results, such as the automation of all financial and non-financial tasks, have taken a few months to achieve.
During the year, the Statutory Auditors have not reported any instances of material fraud committed against the Company by its officers or employees under Section 143(12) of the Companies Act, 2013, which would require disclosure in this report.
Fraud monitoring and reporting The Reserve Bank of India vide Master Directions on Fraud Risk Management in Non-Banking Financial Companies (''NBFCs'') (including Housing Finance Companies) dated 15 July 2024 came up with directions on Fraud risk management. Pursuant to the RBI Master Direction, the Company has adopted comprehensive Fraud Risk Management Policy covering aspects viz, measure towards fraud prevention, fraud detection, investigation, staff accountability, monitoring of frauds, recovery of frauds, reporting of frauds and roles & responsibilities of Board/Board Committees and Senior Management.
Pursuant to the provisions of Section 204 of the Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. D. A. Kamat & Co., Practicing Company Secretaries, to conduct the Secretarial Audit for the financial year ended March 31, 2025.
The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2025 is enclosed as Annexure I to this report. There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in the report.
Further, during the year under review, no fraud has been reported by the Secretarial Auditor under Section 143(12) of the Companies Act, 2013. Accordingly, the disclosure of details under Section 134(3)(ca) of the Act is not applicable.
The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
INSPECTION BY NATIONAL HOUSING BANK (NHB)
In accordance with the provisions of Section 34 of the National Housing Bank Act, 1987, the National Housing Bank (NHB), as the regulatory authority for Housing Finance Companies (HFCs), undertakes periodic inspections to ensure compliance with applicable laws, regulations, and prudential norms.
During the year under review, NHB conducted a comprehensive inspection of select branches of India Home Loan Limited (IHLL). The inspection covered a wide range of operational and financial areas including IHLL''s lending, resource raising and accounting activities apart from the compliances with the Prudential Guidelines.
Following the inspection, the Company received the inspection report from NHB outlining observations and recommendations to enhance regulatory compliance and operational efficiency. The Company has carefully reviewed the findings and has submitted an Action Taken Report (ATR) to NHB within the prescribed timelines, detailing the corrective measures implemented or initiated in response to the observations.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS
There are no significant and material orders passed during the year by regulators or courts or tribunals impacting the going concern status and Company''s operations in future
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules, are appended to this Report as Annexure II.
During the year under review, none of the employees were in receipt of remuneration of INR 102 lakhs or more per annum or INR 8.50 lakhs or more per month. Accordingly, the information regarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.
The Board of Directors of the Company has constituted a Risk Management Committee to formulate, implement, and monitor the Risk Management Plan of the Company. The Committee is entrusted with the responsibility of identifying key risks, assessing their potential impact, and ensuring that appropriate mitigation strategies are in place.
The Risk Management Committee regularly monitors and reviews the risk management framework and ensures its continued effectiveness in addressing emerging and existing risks. In addition, the Audit Committee provides independent oversight, particularly in relation to financial risks and internal controls.
The Company has adopted a formal Risk Management Policy, which outlines the approach to managing various types of risks including credit risk, operational risk, market risk, liquidity risk, and regulatory risk. The Policy serves as a guiding document for identifying, evaluating, and mitigating risks across all functional areas. The major risks identified are systematically addressed through mitigating actions on a continuing basis.
FAMILIARISATION AND TRAINING PROGRAMMES
The Company has formulated a policy on ''Familiarisation programme for Independent Directors''. Accordingly, upon appointment of an Independent Director, the appointee is given a formal Letter of Appointment, which inter alia, explains the role, function, duties and responsibilities expected as a Director of the Company.
Further, the Company also familiarize the Independent Directors with the Company, their roles, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, various businesses in the group etc. The Director is also explained in detail the compliance required from him under the Act and the Listing Regulations. Further, on an ongoing basis as a part of Agenda of Board/ Committee Meetings, presentations are regularly made to the Independent Directors on various matters inter-alia covering the business strategies, management structure, management development, quarterly and annual results, budgets, review of Internal Audit, risk management framework, operations of subsidiaries and associates.
The Policy on Familiarisation programme for independent directors along with the details of the Familiarization Programmes conducted by the company during the FY2024-25 are available on the website of the Company and can be accessed at https://indiahomeloan.co.in/Home/CodesPolicy.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide a framework to promote responsible and secure whistle blowing and to provide a channel to the employee(s) and Director(s) to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policies of the Company, as adopted/framed from time to time. The mechanism provides for adequate safeguards against victimisation of employees and Directors to avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in exceptional cases.
Your Company is conscious of succession planning and therefore gives focus on orderly succession of Directors, Key Managerial Personnel and Senior Management. Your Company follows a continuous process of evaluation and coaching to facilitate succession within the hierarchy. The Policy on Succession Planning for the Board and Senior Management as approved by the Board is uploaded on the Company''s website and can be accessed at the https://indiahomeloan.co.in/Home/CodesPolicv.
The Company has in place various Board approved policies pursuant to Companies Act, 2013, SEBI Regulations, RBI/NHB Directions and other regulations. These policies are reviewed from time to time keeping in view the operational requirements and the extant regulations.
The details of the policies along with the weblink is given under https://indiahomeloan.co.in/Home/CodesPolicy.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
Internal Financial Control & its Adequacy The Company has put in place adequate policies and procedures to ensure that the system of internal financial control commensurate with the size and nature of the Company''s business.
These systems provide a reasonable assurance in respect of providing financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention and detection of frauds, accuracy and completeness of accounting records and ensuring compliance with Company''s policies.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work is performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditors and the reviews are performed by management and the relevant board committees, including the Audit Committee. The Board is of the opinion that the Company''s internal financial controls were adequate and effective during the period under review.
Note on Auditor''s Qualification & Management''s Reply:
While the statutory auditor did issue a qualified opinion regarding the ongoing implementation of the NBFC-specific ERP system (Omnifin) and its impact on internal controls, Management wishes to reassure stakeholders that this ERP implementation is now in its final stages. The existing internal financial control framework remains robust and effective, and the completion of the ERP rollout is expected to further enhance these controls.
The Internal Audit function operating independently under the oversight of the Audit Committee of the Board, gives objective assurance to the Board on Company''s internal control processes, risk management and governance systems and processes.
The internal audit of the Company for the financial year 2024-25 was undertaken by M/s K A Sinha & Co. Chartered Accountants, an independent external agency. The scope of the internal audit is appropriately defined, taking into consideration the size, scale, and complexity of the Company''s operations.
The internal auditors submit detailed reports on a quarterly basis, which are reviewed and deliberated upon in the meetings of the Audit Committee and the Board of Directors. The Audit Committee closely monitors the implementation and execution of the audit plan, assesses the adequacy and effectiveness of the internal control systems, and oversees the timely implementation of audit recommendations to strengthen the governance framework of the Company
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year under review, the transactions entered into by the Company with related parties as defined under the Act and SEBI Listing Regulations, were in the ordinary course of business and on an arm''s length basis.
Pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no related party transactions that are required to be reported under Section 188(1) of the Act, as prescribed in Form AOC-2.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Since the Company is registered with National Housing Bank as a Housing Finance Company, the disclosures regarding particulars of the loans given, guarantees given and securities provided 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. 4 & 5 forming part of Financial Statements of the Company for the year ended March 31, 2025
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the year under review, there were no material changes and commitments affecting the financial position of the Company. CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, the relevant information pertaining to conservation of energy, technology absorption, and foreign exchange earnings and outgo for the financial year under review are set out herein below:
The operations of the Company are not energy-intensive in nature, as it is engaged in financial services. However, the Company continues to adopt appropriate measures to conserve energy wherever feasible, including the use of energy-efficient equipment and promoting awareness among employees regarding energy conservation practices.
Being a Housing Finance Company, the nature of the Company''s operations does not involve significant technology absorption. Nevertheless, the Company has adopted and implemented several information technology solutions to enhance operational efficiency, data management, customer servicing, and monitoring systems.
During the year under review there were no Foreign Exchange Earnings & the Foreign Exchange outgo is NIL.
Pursuant to the Section 134 (3) (a) of the Companies Act, 2013, the Annual Return shall be available on the website of the company viz. www.indiahomeloan.co.in.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a Policy on Prevention against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the financial year 2024-25. Accordingly, the details of complaints under the said policy are as follows:
|
Sr. No. |
Particulars |
Number |
|
1 |
Number of Complaints of Sexual Harassment received during the year |
0 |
|
2 |
Number Of Complaints Disposed Off During The Year |
0 |
|
3 |
Number Of Cases Pending For More Than Ninety Days |
0 |
DISCLOSURE AS PER PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961.
The Company complies with all applicable provisions of the Maternity Benefit Act, 1961, which provides for maternity leave, benefits, and other entitlements to female employees. All eligible women employees have been extended the benefits as prescribed under the Act during the year under review. There were no complaints or non-compliance reported in this regard.
DISCLOSURE OF PROCEEDINGS PENDING OR APPLICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.
DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE TIME SETTLEMENT
There was no instance of onetime settlement with any Bank or Financial Institution.
DECLARATION BY MANAGING DIRECTOR
Based on the declarations received from the Directors & Senior Management for the compliance of âCode of Conduct for Directors and Senior Managementâ as approved by the Board of the Company, MD hereby declares that all the Directors and Senior Management have complied with the said Code of Conduct for Directors & Senior Management for F.Y 2024-25 and said code of conduct is available on the website of the Company at https://indiahomeloan.co.in/UploadedFile/2e549834-abb5-4ada-8335-166cec056e10 Code-of-Conduct-for-Directors-and-Senior-ManagementPersonnel.pdf. A copy of the declaration signed by the Managing Director is enclosed as Annexure III to this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:
a) in the preparation of the annual accounts for the year ended 31st March 2025, the applicable accounting standards have been followed and there are no material departures;
b) they have 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 31st March 2025 and of the profit of the Company for that period;
c) they have 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;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Certain statements in the Directors'' Report describing the Company''s objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results could differ from those expressed or implied.
APPRECIATION AND ACKNOWLEDGEMENT
The Directors wish to express their sincere gratitude to all stakeholders, including the shareholders, the Ministry of Corporate Affairs, the Securities and Exchange Board of India, the Government of India, the National Housing Bank, and other regulatory authorities for their continued guidance and support. The Board also extends its appreciation to BSE Limited, the Company''s bankers, members, customers, business associates, and all employees for their unwavering trust and cooperation.
The Directors place on record their deep appreciation for the dedication, commitment, and hard work demonstrated by the employees at all levels, which has significantly contributed to the Company''s sustained and robust performance across all operational areas.
Mar 31, 2024
I''lw Board of Directors is pleased to present the 42''* Annual Report on the business and operations ol your Company along with the Audited Financial Statements for the Financial Year ended March 31. 2024. The Statement of Accounts, Auditors'' Report, Board''s Report and attachment thereto have beer prepared in accordance with the provisions contained in the Companies Act, 2013 (the Act) ana Rules made thereunder.
I .FINANCIAL RESIT.TS:
The Companyâs financial performance for the year ended March 31,2024 is summarized as below:
|
Particulars |
Financial Year 2023-24 (Rs in Lakli.s) |
Financial Year 2022-23 (Rs in Lakhs) |
|
Revenue from oDcrations |
⢠|
|
|
Other Income |
0.66 |
71.35 |
|
Less: Total Expenditure |
9.24 |
1894.02 |
|
Profit/(Loss) before Tax |
(8.58) |
(1822.67) |
|
Less: Tax Expenses |
||
|
Current Tax |
. |
. |
|
Deferred Tax |
- |
|
|
Short Provision of earlier year |
||
|
Profit /(Loss) after Tax |
(8.58) |
(1822.67) |
|
Interim Dividend |
||
|
Corporate Dividend Tax |
||
|
Transfer to General Reserve |
||
|
Earnings Per Share |
(3.58) |
(759.44) |
2.DIVIDEND & RESERVES:
During the year under review, the Company has not transferred any amount to Reserves. Your Directors do not recommend any Dividend for the year under review.
3.SHARE CAPITAL:
There is no change in the Share Capital of the Company during the period under review
4. PERFORMANCE AND AFFAIRS Q|- THE COMPANY:
During the year under review, the Company has Income of Rs. 0.66 Lakhs (Previous Year of Rs. 71 35 Ukhs) .The Company has made an expenditure of Rs. 9.24 l.akhs (Previous Year of Rs 1894 02 Lakhs") and Company has a loss of Rs. 8.58 Lakhs (Previous Year Loss of Rs. 1822:67Lakhs).
5. DEPOSITS:
The Company has not accepted and/or renewed Deposit from the public during the year within the meaning of Section 73 and Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. r
(''.CURRENT STATUS:
The Company is optimistic or growth in tire Real Estate Sector and is waiting foi right opportunity to commence the business activity. 7
7. CHANGES IN THE NATURE OF BUSINESS;
I here is no change in the nature oi business of the Company during the year.
8. REPORT ON PERFORMANCE OF SLltSIDIARIES. ASSOCIATES AND joint VENTURE
COMPANIES: -
During the year under review, your Company did not have any subsidiary, associate and joint venture Company.
9-CORPORATE GOVERNANCE:
Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 20b the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clause (b) to (i) and (i) of sub-regulation (2) of Regulation 46 and paras C. D and E of Schedule V arc not applicable to the Company as the paid up share capital is less than Rs. 10 crorcs and net worth is also less than Rs. 25 crores as on the last day of previous financial year. Hence the Company is not required to lurnish Corporate Governance Report for the financial year under review.
10. MANAGEMENT DISCUSSION AM) AN''Al VKISI-
The Company is taking all possible steps to grab the opportunities for the growth of the Company The risk associated with the business is it external or internal affects the performance of the Company in n long run. Competition and economic conditions prevailing all over may affect the business of the Company.
I''he overall economic scenario of the industry expected to be good and accordingly, your Company is also expected to do well in the coming years.
The Company has adequate internal control procedures commensurate with the size of the Company and nature ol its business. The internal control system is continuously reviewed by the management to ensure orderly and efficient conduct of business The system emphasis on the functions of purchase, sales, finance etc. to adhere to the well-defined corporate policies.
11. CORPORATE SOCIAL RESPONSIBILITY;
The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the Companies Act, 2013 arc not applicable to the Company.
12. OPPORTUNITIES. THREATS. RISKS & CONCERNS:
Your Company is well aware of the risks in die Real Estate Business and once the business activity will commence, mechanism for mitigating the risk will be established. There are good opportunities in exploiting the Development Rights.
13. SAFETY AND HEALTH:
Safety and Health are the prime focus in the Real Estate Business and the Company will take required actions as and when the construction or business activities are commenced.
14. HUMAN RKSOURCES/INDUSTRIAl. RELATIONS:
Humans arc considered as one of the most critical resources in the business which can be continuously sinoothened to maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companyâs Policies and Systems.
15. DIRECTORS:
(i) RjkAPPO 1NTMENT QI: MR. NAINESH SHAH AS A DIRECTOR OF THE COMPANY WHO RETIRES BY ROTATION: ----
In accordance with the provisions of section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Nainesh Shah (DIN; 00166112) Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible and not being disqualified under section 164 of the Companies Act. 2013, offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of die Company at the ensuing Annual General Meeting.
(ii) DECLARATION »V AN INDEPENDENT DIRECTORS:
Pursuant lo section 149(7) of the Companies Act, 2013, the Company has received declarations from all the Independent Directors of the company confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and under the SEBI (l isting obligations and Disclosuie Requirements. 2015 (the Listing regulation).
The Ministry of Corporate Affairs (âMCA") vide Notification Number G.S.R. 804(E) dated October 22. 2019 and effective from December 01.2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute ofCoiporate Affairs (IICA) All Independent Directors of the Company are registered with IICA.
(iii) ANNUAL EVALUATION OF BOARD:
Pursuant to the provisions of the Companies Act. 2013 and the Listing Regulations, the Board has carried out m evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees.
I he performance evaluation of the Independent Director was cairied out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.
16. KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following arc the Key Managerial Personnel (âKMP") of the Company
|
Sr. No. |
Name |
Designation |
|
1 |
Mr. Uday Mota |
Managing Director |
|
2 |
Mr. Rajesh Mohanty |
Chief Financial Officer |
|
3 |
Ms. Urmi Bhanushaliâ |
Company Secretary & Compliance Officer |
*Mr. Mukesh Gupta has resigned from the Post of Company Secretary and Compliance officer of the Company w.c f 111 July, 2023 and Mrs. Ankita Gupta have been appointed for Company Secretary and Compliance officer of the Company w c.f 09'' â August, 2023 and has resigned w.e.f I Ith October. 2023.
Ms. Urmi BhanushaJi have been appointed lor the post of Company Secretary and Compliance officer of the Company w.e.f 81 November. 2023.
MEETINGS:
1)BOARD MEETINGS:
During the Financial year, total 5 (Five) Meetings of the Board of Directors were held i.e. on May 30. 2023; August 09. 2023; September 04, 2023; November 08. 2023 and February 05, 2024 respectively and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The maximum gap between any two meetings was less than 120 days. The 41* Annual General Meeting (AGM) was held on September 29. 2023 and the proceedings of the above Meeting were properly recorded and signed in the Minutes Book maintained for the purpose. The Company has not passed any resolution by circulation.
The attendance of the Directors at these Meetings was as under:
|
Name of the Director |
Designation |
No. of Board Meetings Attended |
Attendance at the AGM |
|
Mr. Uday Mota |
Managing Director |
5 of 5 |
Yes |
|
Mr. Naincsh K. Shah |
Director |
2 of 5 |
Yes |
|
Mrs. Bhavisha Dedhia |
Women Director |
5 of 5 |
Yes |
|
Mr. Vimal K. Shall |
Director |
5 of 5 |
Yes |
|
Mr. Hemal R. Haria |
Independent Director |
4 of 5 |
Yes |
|
Mr. Gautam Rajan |
independent Director |
4 of 5 |
Yes |
II) AUDIT COMMITTEE:
Audit Committee of the Board of Directors is entrusted with the responsibility to supervise the Companyâs financial reporting process and internal controls. The composition, quorum, powers, role and scope are in accordance with Section 177 of the Act.
During the year ended March 31. 2024, 4 (Four) Audit Committee Meetings were held on May 30. 2023. August 09. 2023, November 08.2023 and February 05. 2024 respectively.
The composition of the Audit committee and the number of meetings attended by each member during the year ended March 31,2024 is as follows
|
Name of the Member |
Designation |
No. of Audit Committee Meeting Attended |
|
Mr. Hemal Haria |
Chairman (Independent) |
4 of 4 |
|
Mr. Vimal K Shah |
VI ember |
4 of 4 |
|
Mr Gautam Rajan |
Member (Independent) |
4 of 4 |
The Company follows best practices in financial reporting. The Company has been reporting on quarterly basis, the Un-audited Standalone Financial Results as required by the Regulation 33 of the Listing Regulations. The Companyâs quarterly Un-audited Standalone Financial Results are made available on the website of the Company w ww. terra formma g n urn .cum and are also sent to the Stock Exchange where the Companyâs Equity Shares are listed for dissemination at their respective website.
HI) NOMINATION AND REMUNERATION COMMUTE!1'':
The Nomination and Remuneration Committee duly constituted by the Board of Directors has a well-defined composition of members and terms of reference in accordance with Section 178 of the Companies Act, 2013 During the Financial Year 2023-24. (Two) Committee meeting were held on August 09. 2023 and November 08. 2023 respectively.
The Composition of the Nomination and Remuneration Committee as at March 31,2024, is as follows:
|
Sr. No. |
Name of the Member |
Designation |
No. of Meetings Attended |
|
1. |
Mr. Hemal R. Haria |
Chairman and Non-Exccutive Independent Director |
2 of 2 |
|
2. |
Mr. Naiucsh K. Shall |
Member |
2 of 2 |
|
3. |
Mr Gautam Rajan |
Member and Non-Executive Independent Director |
2 of 2 |
The Nomination and Remuneration Policy, which was approved by the Boaid is available on the Companyâs website and can be accessed through the Web Link at www.terraformmagnum.com
IV) INDEPENDENT DIRECTORSâ MEETING:
During the year under review, all Independent Director met on June 21,2023 and March 20, 2024 intcr-alia, to discuss:
⢠Evaluation of the performance of Non-Independent Directors and the Board as a whole.
⢠Evaluation of the performance oi the Chairman of the Company, taking into account the Views of the Executive and Non-Executive Directors.
⢠Evaluation of tile quality, quantity content and timeliness of flow of information between the Management and the Board.
17. VIC IE- MECHANISM /WHISTLE BLOWER POLICY FOR 111 E DIRECTORS AND EMPLOYEE''S: --â1â
:he Company has a vigil Mechanism/ Whistle Blower policy to deal with instance of fraud and mismanagement, if any. During the year, there were no instances in this regard, received by the Company.
Risk management policy lias been developed and implemented. The Board is kept informed of the risk mitigation measures being taken through risk mitigation report/operaiion report There are no current tisks which threaten the existence of the Company.
>9. ^SMtVATJON_.OJL..ENIyRGV, TECHNOLOGY ABSORPTION AND FOimr.tt EXCHANGE EARNINGS AND OUTGO; ~~
The details of conservation of energy, technology absorption, foreign exchange earnings an
|
A. |
CONSERVATION Of ENERGY |
During the Financial Year under review, the Company has not earned out any commercial activity. |
|
B. |
TECHNOLOGY ABSORPTION. ADAPTATIONS & INNOVATIONS |
Nil |
|
C. |
FOREIGN EXCHANGE EARNIGS |
Nil |
|
D |
FOREIGN EXCHANGE OUTGO |
Nil |
|
E. |
EXPORT EFFORTS |
rhe Company is yet to commence Real Estate business activities. Considering the nature of business activities, there are no exports transactions for the year under review |
The Company has an internal control system, commensurate with the size and nature of the Company''s business. To maintain its objectivity and independence, the Audit function reports to the Chairman of the Audit Committee and of the Board.
The internal Auditor monitors and evaluates the efficiency and adequacy of internal control system in the Company, its Compliances with operating systems, accounting procedures and policies.
21. DIRECTORâS RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and explanations obtained by Uiem. your Directors make the following statements in terms of Section 134{3Xc) of the Companies Act.
a. that in the preparation of the Annual Accounts for the year ended March 31, 2024. the applicable accounting standards have been followed along with proper explanation relatin''â to materia! departures, if any;
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 die Company as at March 31, 202-1 and of the profit of the Company for the year ended on that date;
c. that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern basis;
c. that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls arc adequate and were operating effectively; and
f. that 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.
22. ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act. 2013, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 arc placed on the website of die Company and is accessible at the wcb-link: www terrafoimmagnum.com
23. RATIO OF MANAGERIAL PERSONNEL:
|
Parameters |
Disclosures |
|
(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year. |
There is no remuneration drawn by the directors of the Company. |
|
(ii) The percentage- increase in remuneration of each director. Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year. |
There is no remuneration drawn by the directors, Chief Financial Officer. Company Secretary or Manager of the Company. |
|
(iii) The percentage increase in the median remuneration of employees in the financial year; |
No remuneration is paid by the Company during the financial year. All the employees are out sourced. |
|
(iv) The number of permanent employees on the rolls of the company; |
There are no permanent employees on tiie payrolls of the Company. |
|
(v) Average percentile increase already made in the salaries of employees other than the managerial |
Not applicable |
|
personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances lor increase in the managerial remuneration; |
|
|
vi) Affirmation that the remuneration is as per the remuneration policy of the Company. |
Not relevant |
(ii) PARTICULARS OF REMUNERATION OF EMPLOYEES:
There is no employee drawing the remuneration from the Company.
24. AUDITORS:
(i) STATUTORY AUDITOR:
M/s. DMKII & Co., Chartered Accountants, having Firm Registration No. 116886W shows his unwillingness to continue as Auditors of die Company from the forthcoming Annual General Meeting of the Company to be held on 27th September, 2024 and M/s. J.D Zatakia & Co.. Chartered Accountants, Mumbai (Registration No. 111777YV). have been proposed to be appointed as Statutory Auditors of the Company for a term of five years to hold office from the conclusion of ensuing A2na Annual General Meeting until the conclusion of 47,h Annual General Meeting to be held in the year 2029
Comments on Auditor''s Report:
There are no reservations / qualifications or adverse remarks contained in Auditorâs Report for the year ended March 31. 2024. which require any clarifications/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.
(ii) SECRETARIAL AUDITOR:
A secretarial Audit was conducted during the year by the Secretarial Auditor, M/s. Dholakia & Associates LLP, Company Secretaries in Practice. Mumbai in accordance with provisions of section 204 (1) of the Companies Act 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules. 2014.
The Secretarial Audit Report in form MR-3 for the financial Year 2023-24 is attached as âAnnexurc Aâ and forms purl of this report.
(iii) INTERNAL AUDITOR:
An Internal Audit was conducted during the year by the Internal Auditor, Ms. Ankita Tajane, in accordance with the provisions of Section 13S of the Companies Act. 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014.
25. ADEQUACY .QF INTERNAL FINANCIAL CONTROLS WITH REFERENCE. TO THE
FI N A NCI A L ST ATEM ENTS: --::
The Company not being in operation lias very few financial transactions. The Managing Director and the Board exercises the strictest Internal Financial Controls with reference to financial statements. During the year under review, no material or serious observation has been reported by the Internal Auditor of the Company for inefficiency or inadequacy of such controls.
26. PARTICULARS of LOANS. GUARANTEES OR INVESTMENTS-
Details or Loans. Guarantees and Investments covered under the provisions of Section 1S6 of the Companies Act, 2013 are given in the Financial Statements.
27⢠PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
There is no related party transaction entered into by the Company during the period under review except disclosed in Financial Statements.
28. SECRETARIAL STANDARDS-1TS COMPLIANCE
It is hereby confirmed that the Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
29. REPORTING QE FRAUDS
lhere was no instance ol fraud during the year under review, which required the Statutory .Auditors to report to the Audit Committee and / or Board under Section 143(12) of Act and Rules framed there under.
30. GENERAL DISCLOSURES:
(A) ISSUE OF SHARE WITH DIFFERENTIAL RIGHTS
The Company has not issued any shares with differential rights and hence no disclosure is required as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014
(B) ISSUE OE SWEAT'' EQUITY SHARES:
The Company has not issued any sweat equity shares during the year under review and hence no disclosure is required as per provisions of Section 54(I)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014,
(C) ISSUE OF EQUITY SHARES UNDER EMPLOYEE STOCK OPTION SCHEME;
The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no disclosure is required as per provisions of Section 62(1 Kb) of the Act lead with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014.
1°) DETAILS OF SIGNIFICANT AND MATERIA I,. ORDERS PASSED KV TllF REgllLATQR-S OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCFTm STATUS AND COMPANYâS OPERATIONS IN FUfURE: ~ --
Tlie Company has entered into a Deed of Assignment dated 26th April 2019 for the assignment of its rights in the property held as stock in trade at Kandivali (East) for an agreed consideration. The assignee has committed various delimits from time to time. The Company has served a notice to the assignee to comply with the contractual obligations by paying al! the dues immediately. Since, significant uncertainties and disputes relating to the completion or the transaction are continued during the year, the Company will recognise revenue under Iml AS 115 on fulfilment of .specific performance obl igation and resolution of significant uncertainties.
LEI IHSCLOSLlRES UNDER SEXUAL IIAKASSMF.N I Q| WOMEN \ | WQKKP1 ACE (I>RF,VENTIQN,PROM1B1T10N & KEOKESSAL) ACT 20131 ~~
Your company has always believed in providing a safe and harassment free workplace for every individual employee working with company. Since there is no employee in the company your company has been advised that there is no need to frame a Policy on Prevention and Redrcssal or Sexual Harassment of women at workplace.
31. LIS TING OF SHARES:
The Companyâs equity shares arc listed at BSE Limited and the Annual Listing fees for the year 2023-24 has been paid
32. ACKNOWLEDGEMENT:
Youi Directors wish to thank Bankers, Government authorities and various stakeholders, such as. shareholders, customers and suppliers, among others for their support and valuable guidance to the Company. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company.
Mar 31, 2018
Dear Members,
The Directors are pleased to present the 28th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2018.
SUMMARISED FINANCIAL RESULTS: Amt. in lakhs
|
Particulars |
2017-18 |
2016-17 |
|
|
Total Income |
1669.86 |
586.01 |
|
|
Total Expenditure |
567.23 |
273.74 |
|
|
Profit Before Depreciation interest and Tax |
1102.63 |
312.27 |
|
|
Less: Depreciation |
29.48 |
7.07 |
|
|
Less :Interest |
666.82 |
165.15 |
|
|
Tax |
109.87 |
41.01 |
|
|
Net Profit/(Loss) After Tax |
296.47 |
99.04 |
YEARLY REVIEW:
The Company is registered with National Housing Bank and governed by NHB norms. The Net NPA of the Company as on 31st March, 2018 is 2.09%. The Company has disbursed 1852 loan proposals during this year amounting to Rs. 151.14 Crs. The total portfolio as on 31st March, 2018 stands at Rs. 177.93 Crs.
TRANSFER TO RESERVES:
The Company has transferred Rs. 94,32,173 to Special Reserves under Sec 36(1)(viii) of Income Tax Act, 1961 for the financial year 31st March, 2018 as per Audited financial statements.
SHARE CAPITAL:
The Authorized Share Capital of the Company is Rs. 25,00,00,000 (Rupees Twenty - Five Crores only) divided into 2,50,00,000 shares of Rs. 10/- each
The Paid up share Capital of the Company is Rs. 14,28,17,550 (Rupees Fourteen Crores Twenty-Eight Lakhs Seventeen Thousand Five Hundred and fifty only) divided into 1,42,81,755 equity shares of face value of Rs. 10/- each.
DIVIDEND:
The Board of Directors recommend dividend at the rate of Rs. 0.20 per equity share (FV of Rs. 10 each) for the year ended 31st March, 2018. The dividend on shares is subject to the approval of the shareholders at the Annual General Meeting scheduled on 31st August, 2018. The total dividend (including Dividend Distribution Tax) payout works out to 11.60% of the net profit for the results.
DEPOSITS:
As on 31st March, 2018, the Company held no deposit in any form from anyone. There were no deposits held by the Company as on 31st March, 2018, which were overdue or unclaimed by the depositors. For the present, the Board of Directors has resolved not to accept any deposit from public.
MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT:
Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read with Schedule Part V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, is presented in a separate Annexure -I forming part of the Annual Report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the year.
MATERIAL CHANGESAND COMMITMENT, IFANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the year under review, there was a material change in accounting policy which is affecting the financial position of the Company. Ancillary cost incurred on borrowing is amortised over tenure of the Loan as opposed to being expensed upfront per earlier year policy. Ancillary cost of INR 186.87 lakhs incurred on borrowing is amortised over tenure of Loan. Year to date amortisation is Rs. 21.56 lakhs.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on 31st March, 2018 the Board of Directors of the Company comprised of 8 Directors. The Board consists of two Independent Directors, one Woman Independent Director, three Non Executive Director (including two Nominee Directors) and two Executive Directors.
Following are the changes that took place in the year 2017-18
|
SR NO. |
NAME OF DIRECTOR/KMP |
DESIGNATION |
APPOINTMENT/ RESIGNATION/CHANGE IN DESIGNATION |
DATE OF EVENT |
|
1. |
Vasudevan Ramaswami |
ADDITIONAL INDEPENDENT DIRECTOR |
Resignation |
21/04/2017 |
|
2. |
Harshita Jagwani |
ADDITIONAL WOMAN INDEPENDENT DIRECTOR |
Appointment |
26/04/2017 |
|
3. |
Divya Jain |
CS (KMP) |
Resignation |
02/07/2017 |
|
4. |
Bharat Gangani |
CS (KMP) |
Appointment |
11/07/2017 |
|
5. |
Govinder Singh |
ADDITIONAL INDEPENDENT DIRECTOR |
Appointment |
11/07/2017 |
|
6. |
Krunal Shah |
CFO (KMP) |
Resignation |
28/07/2017 |
|
7. |
Pandurang Kadam |
CFO (KMP) |
Appointment |
28/07/2017 |
|
8. |
Harshita Jagwani |
WOMAN INDEPENDENT DIRECTOR |
Change in Designation |
17/08/2017 |
|
9. |
Govinder Singh |
INDEPENDENT DIRECTOR |
Change in Designation |
17/08/2017 |
|
10. |
Bharat Gangani |
CS (KMP) |
Resignation |
13/11/2017 |
|
11. |
Radhika Tibrewala |
CS (KMP) |
Appointment |
05/01/2018 |
|
12. |
Radhika Tibrewala |
CS (KMP) |
Resignation |
28/02/2018 |
NUMBER OF MEETINGS OF THE BOARD:
The Board met 8 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received necessary declaration from each independent Director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:
1. They are not promoters of the Company or its holding, subsidiary or associate Company;
2. They are not related to promoters or Directors in the Company, its holding, subsidiary or associate Company.
3. The Independent Directors have / had no pecuniary relationship with Company, its holding, subsidiary or associate Company, or their promoters, or Directors, during the two immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the Company, its holding, subsidiary or associate Company, or their promoters, or Directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
5. Independent Director, neither himself nor any of his relatives-
(i) holds or has held the position of a Key Managerial Personnel or is or has been employee of the Company or its holding, subsidiary or associate Company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of-
(A) A firm of auditors or Company secretaries in practice or cost auditors of the Company or its holding, subsidiary or associate Company; or
(B) any legal or a consulting firm that has or had any transaction with the Company, its holding, subsidiary or associate Company amounting to ten percent or more of the gross turnover of such firm;
(iii) Holds together with his relatives two percent or more of the total voting power of the Company; or
(iv) is a Chief Executive or Director, by whatever name called, of any Non Profit Organization that receives twenty-five percent or more of its receipts from the Company, any of its Promoters, Directors or its holding, Subsidiary or Associate Company or that holds two percent or more of the total voting power of the Company;
6. Independent Director possesses such qualifications as may be directed by the Board.
7. The Company & the Independent Directors shall abide by the provisions specified in Schedule IV of the Companies Act, 2013.
BOARD EVALUATION:
SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board Evaluation Framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors should be done by the entire Board of Directors, excluding the Director being evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory:
(i) Some Directors had attended all the Board meetings while some Directors were occasionally absent with leave of absence.
(ii) The remunerations paid to Executive Directors are strictly as per the Company and industry norms.
(iii) The Independent Directors received sitting fees.
(iv) The Independent Directors contributed significantly in the Board and committee deliberation and business and operations of the Company and subsidiaries based on their experience and knowledge and independent views.
(v) The Credit Policy, Loan Policy and compliances were reviewed periodically;
(vi) Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Board and Audit Committee.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant to the provision of Section 149 (8) of the Companies Act, 2013 read with Schedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company held their meeting on 30th March, 2018 and reviewed the performance of Non-Independent Directors and the Board as a whole including the Chairperson of the Company, views expressed by the Executive Directors and Non-Executive Directors at various level, and evaluated/quantified the quality, quantity and timeliness of flow of information between the Company, Management and the Board and expressed satisfaction.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive, non executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on 31st March, 2018, the Board consists of 8 members. Out of which one is the Managing Director and one is Whole Time Director.
The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, are duly adopted. We affirm that the remuneration paid to the Directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.
INDEPENDENT DIRECTOR INDUCTION AND TRAINING POLICY:
The Schedule IV of the Companies Act, 2013 and SEBI (Listing Obligation and Requirements) Regulations, 2015 mandates the Listed Companies to familiarize Independent Director with the Company inter alia; nature of the Industry in which Company operates, its business models, roles, rights and responsibilities of the Independent Director.
The Company provides suitable training to the Independent Director to familiarize them with the Company, their role, nature of the Industry in which the Company operates, business model of the Company etc
COMMITTEES OF THE BOARD:
Currently, the Board has five Committees: 1) Audit Committee, 2) Nomination and Remuneration Committee, 3) Stakeholders Relationship Committee, 4) Risk Management Committee, 5) Credit Committee
A detailed note on the Board and its Committees is provided under the Corporate Governance Report that forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee. A detailed note on the composition of the Committees is provided in the corporate governance report section of this Annual Report.
The Key Features of the Policy of the said committee are as follows:
For Appointment of Independent Directors (ID):
a. Any person who is between the age of 25 years and below 75 years eligible to become Independent Director(ID);
b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013 read with Regulation 25 of SEBI ( Listing Obligation and Disclosure Requirement ) Regulation 2015 ;
c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;
d. Strictly adhere to the Prohibition of Insider Trading Regulation of the SEBI and Prohibition of Insider Trading policy of the Company;
e. Independent Director should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;
f. Independent Director should be able to devote time for the Board and other meetings of the Company;
g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and
The Stakeholdersâ Relationship Committee of the Board is constituted in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations.
Terms of Reference of the Stakeholdersâ Relationship Committee is as follows:
a. To redress the complaints of the members and investors, related to transfer and transmission of securities, non receipt of annual reports, dividends and other securities related matter;
b. To review the requests/complaints received by the Registrar and Share Transfer Agent from the Members relating to transfer, transmission, consolidation, replacement of share certificates, issue of duplicate certificates and dematerialisation of securities certificates;
c. To review the certificates and reports submitted by the Company to the Stock Exchanges under the SEBI Listing Regulations;
d. To observe the quarterly status of the number of shares in physical as well as dematerialised form;
e. To review the periodicity and effectiveness of the share transfer process, statutory certifications, depository related issues and activities of the Registrar and Share Transfer Agent;
f. To monitor and resolve/redress the grievances of Security Holders i.e. Members, Fixed Depositors or Debenture Holders or Commercial Paper Investors or any other Investors of the security/ies issued by the Company;
g. To recommend measures for overall improvement in the quality of investors services;
h. To oversee and ensure the compliances under the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016;
i. Any other function as may be stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory authorities from time to time.
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:
(a) in the preparation of the accounts for the financial year ended 31st March, 2018; the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) appropriate accounting policies have been selected and applied consistently and judgments and estimates made 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) proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Act have been taken for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) internal financial controls to be followed by the Company had been laid down and such internal financial controls are adequate and were operating effectively; and
(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
RISK MANAGEMENT POLICY:
1. The Company has developed Risk Management Policy mainly covering the following areas of concerns on the international currencies front, volatility of exchange rate is a not a matter of concern for the Company as we are only dealing in INR in all our transactions. No foreign exchange is involved in any of our transactions.
2. With the emergence of future Government policies covering the real estate and housing finance industry, concern for the industry has been substantially reduced. The exact impact of this will be assessed in due course of time.
3. Audit Committee of the Company monitors, on an ongoing basis, liquidity, interest rate and funding risks to which the Company is susceptible. Liquidity risk is caused by an asset-liability mismatch resulting from a difference in the maturity profile of the assets and liabilities.
4. A credit risk is the risk of default on a debt that may arise from a borrower failing to make required payments. Certain credit norms and policies are being followed by your Company to manage credit risk.
5. Interest rate Risk is the risk that arises from fluctuating interest rates, Further to ensure that exposure on fluctuations in interest rates is kept within acceptable limits. Your Company follows prudent policy to mitigate the same.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has implemented a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, and the Company is committed to the high standards of Corporate Governance and stakeholder responsibility. It provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit committee in exceptional cases. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairperson of the Audit Committee.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.
Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board.
M/s. K. A. Sinha & Co. - Chartered Accountants is the Internal Auditor of the Company.
STATUTORY AUDITORS:
At the Annual General Meeting held on 17th August, 2017, M/s. G.P. Kapadia & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2018.
As per Section 139 of the Companies Act, 2013, as the previous period of appointment of Statutory Auditor has expired; the appointment of the auditors for further period shall be done at this Annual General Meeting. Accordingly, the appointment of M/s. G. P. Kapadia & Co., Chartered Accountants, as statutory auditors of the Company, is recommended to the shareholders.
In this regard, the Company has received a Certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
AUDITORS REPORT:
The Auditors have not made any qualification to the financial statements. Their reports on relevant notes on accounts are self-explanatory and do not call for any comments under Section 134 of the Companies Act, 2013.
SECRETARIAL AUDITORS AND THEIR REPORT:
At the board meeting held on 20th July 2018 M/s. Vikrant Sutrave & Associates., practicing Company Secretary was appointed to conduct the Secretarial Audit of the Company for the financial year 2017-18 as required under Section 204 of the Companies Act, 2013 and Rules there under to fill the vacancy caused due to resignation of M/s. Ulhas Shetty & Co., Practicing Company Secretary. The Secretarial Audit Report for F.Y. 2017-18 is attached as Annexure-II to this Boardâs Report.
The Board has re-appointed M/s. Vikrant Sutrave & Associates., Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2018-19.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:
There are no orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
The relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as prescribed under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out herein below:
a) Conservation of Energy
Your Company being a Housing Finance Company, its activities are not energy intensive. However your Company has taken adequate measures for conservation of energy, wherever required.
b) Technology Absorption
Your Company being a Housing Finance Company, its activities do not require adoption of any technology. In another step towards strengthening its competitive edge, your Company is integrating the best technology practices in collaboration with leading IT service providers. Your Company is expanding technology landscape through advanced technology solutions. During the year, Company has purchased Omni fin Software to support Loan processing, management and record maintenance.
c) Foreingn Exchange
During the year under review there were no Foreign Exchange Earnings & the Foreign Exchange outgo. RELATED PARTY TRANSACTIONS/CONTRACTS:
The Company has Related Party Transaction Policy for the purpose of identification and monitoring of such transactions. All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis which is reviewed and updated on quarterly basis.
Pursuant to the Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as Annexure-III to this Boardâs Report.
The details of such related party transactions are available in the Notes to the Financial Statements section of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
HUMAN RESOURCES MANAGEMENT:
We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the Company. The relationship with the employees of the Company has continued to be cordial.
To ensure good human resources management at the Company, we focus on all aspects of the employee lifecycle. During their tenure at the Company, employees are motivated through various skill-development, training, engagement and volunteering programs.
As per provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, managerial remuneration is fixed and it is shown at Annexure-IV to this Boardâs report.
EXTRACT OF ANNUAL RETURNS:
Pursuant to the Section 134 (3) (a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return is Form MGT-9 is Annexure-V.
CORPORATE GOVERNANCE:
A Report on Corporate Governance along with a Certificate from M/s. Vikrant Sutrave & Associates, (practicing Company Secretary) regarding compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Report as Annexure-VI to this Boardâs Report..
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place a Policy on Prevention against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Stakeholder Relationship (SRP) redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the 2017-18.
BANK AND FINANCIAL INSTITUTIONS:
Directors are thankful to National Housing Bank and the bankers of the Company for their continued support to the Company.
ACKNOWLEDGMENTS:
Your Directors convey their sincere thanks to the Government, National Housing Bank, Banks, Shareholders and Customers for their continued support extended to the Company at all times.
The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.
On behalf of the Board of Directors
Place: Mumbai Sd/- Sd/-
Dated: 31.07.2018 Mahesh Narshibhai Pujara Harshita Jagwani
Managing Director Independent Director
(DIN:01985578) (DIN:07797684)
Mar 31, 2017
Dear Members,
The Directors are pleased to present the 27th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2017.
SUMMARISED FINANCIAL RESULTS: Amt. in lakhs
|
Particulars |
2016-17 |
2015-2016 |
|
Total Income |
586.01 |
429.15 |
|
Total Expenditure |
273.75 |
184.13 |
|
Profit Before depreciation interest and tax |
312.26 |
245.02 |
|
Less: Depreciation |
7.06 |
7.38 |
|
Less :Interest |
165.15 |
109.12 |
|
Tax |
41.01 |
42.52 |
|
Net Profit/(Loss) After Tax |
99.04 |
86.00 |
YEARLY REVIEW:
The company is registered with National Housing Bank and governed by NHB norms. The Net NPA of the company as on 31st March, 2017 is 1.94%. The company has disbursed 201 loan proposals during this year amounting to Rs. 18.32 Crs. The total portfolio as on 31st March, 2017 stands at Rs. 42.21 Crs.
TRANSFER TO RESERVES:
The Company has transferred Rs. 24,97,935 to Special Reserves under Sec 36(1)(viii) of Income Tax Act, 1961 for the financial year 31st March, 2017 as per audited financial statements.
SHARE CAPITAL:
The Company has made Preferential issue and allotment of 29,11,755 equity shares of face value of Rs. 10/each to identified investor as on 17th November, 2016 which resulted in increase of Paid up Share Capital of the Company to Rs. 14,28,17,550/-.
Allotment was made by Company as on 02nd December, 2016 to the following investors:
|
S.No. |
Name of Allottee |
No. of Shares allotted |
|
1. |
JM Financial Products Limited |
15,05,650 |
|
2. |
Chetan Shah HUF |
2,01,105 |
|
3. |
Shailaja Shah |
1,35,000 |
|
4. |
Sonal Shah |
10,70,000 |
DIVIDEND:
The Board of Directors recommend dividend at the rate of Rs. 0.10 per equity share (FV of Rs. 10 each) for the year ended 31st March, 2017. The dividend on shares is subject to the approval of the shareholders at the Annual General Meeting scheduled on 17th August, 2017. The total dividend (including Dividend Distribution Tax) payout works out to 17.36% of the net profit for the results.
DEPOSITS:
As on 31st March, 2017, the Company held no deposit in any form from anyone. There were no deposits held by the company as on 31st March, 2017, which were overdue or unclaimed by the depositors. For the present, the Board of Directors has resolved not to accept any deposit from public.
MANAGEMENTâS DISCUSSION AND ANALYSIS REPORT:
Managementâs Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(3) read with Schedule Part V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, is presented in a separate Annexure -I forming part of the Annual Report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the year.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the year under review, there were no material changes and commitments affecting the financial position of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on 31st March, 2017 the Board of Directors of the company comprise of 7 directors, one of whom is the Chairman. The Board consists of two independent directors, three non executive director including two Nominee Director& two executive directors.
Mr. Paresh Khandelwal resigned from the Board effective from 24th May, 2016, Mr. Anant Bhalotia and Mr. Rishabh Siroya resigned from the Board as Promoter Director effective from 17th November 2016, Mr. Ashok Patel resigned from the Board as Promoter Director effective from 02nd December 2016, Mr. Ramesh Chandra Mishra and Ms. Aditi Himanshu Bhatt resigned on 06th February 2017. In order to fill vacancy of Independent Director Mr. Vasudevan Ramaswani was appointed as an Additional Independent Director effective from 6th February, 2017. Mr. Vinit Rai and Mr. Siddharth Kothari were appointed on 02nd December, 2016 as Nominee Director. CS Divya Jain was appointed as Company Secretary of Company as on 06th February 2017.
NUMBER OF MEETINGS OF THE BOARD:
The Board met 8 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:
1. They are not promoters of the Company or its holding, subsidiary or associate company;
2. They are not related to promoters or directors in the company, its holding, subsidiary or associate company.
3. The Independent Directors have / had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
5. Independent Director, neither himself nor any of his relatives-
(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of-
(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;
(iii) Holds together with his relatives two percent or more of the total voting power of the company; or
(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the company;
6. Independent Director possesses such qualifications as may be directed by the Board.
7. The Company & the Independent Directors shall abide by the provisions specified in Schedule IV of the Companies Act, 2013.
BOARD EVALUATION:
SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of Independent Directors should be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory:
(i) Some Directors had attended all the Board meetings while some Directors were occasionally absent with leave of absence.
(ii) The remunerations paid to Executive Directors are strictly as per the Company and industry policy.
(iii) The Independent Directors received only sitting fees.
(iv) The Independent Directors contributed significantly in the Board and committee deliberation and business and operations of the Company and subsidiaries based on their experience and knowledge and independent views.
(v) The Credit Policy, Loan Policy and compliances were reviewed periodically;
(vi) Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Board and Audit committee.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant to the provision of Section 149 (8) of the Companies Act, 2013 read with Schedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company held their meeting on 20th March, 2017 and reviewed the performance of non-independent directors and the Board as a whole including the Chairperson of the Company, views expressed by the executive directors and non-executive directors at various level, and evaluated/quantified the quality, quantity and timeliness of flow of information between the Company, management and the Board and expressed satisfaction.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive, non executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on 31st March, 2017, the Board consists of 7 members. Out of which one is the Managing Director and one is Whole Time Director.
The policy of the Company on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, are duly adopted. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.
INDEPENDENT DIRECTOR INDUCTION AND TRAINING POLICY :
The schedule IV of the Companies Act, 2013 and SEBI (Listing Obligation and Requirements) Regulations, 2015 mandates the Listed Companies to familiarize Independent Director with the Company inter alia; nature of the Industry in which Company operates, its business models, roles, rights and responsibilities of the Independent Director.
The Company provides suitable training to the Independent Director to familiarize them with the Company, .their role, nature of the Industry in which the Company operates, business model of the Company etc.
COMMITTEES OF THE BOARD:
Currently, the Board has Seven Committees: 1) Audit Committee, 2) Nomination and Remuneration Committee, 3) Stakeholders Relationship Committee, 4) Shares Transfer Committee, 5) Loan & Investment Committee 6) Asset Liability Management Committee and 7) Risk & Strategy Committee.
A detailed note on the Board and its Committees is provided under the Corporate Governance Report that forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee. A detailed note on the composition of the Committees is provided in the corporate governance report section of this Annual Report.
The Key Features of the Policy of the said committee are as follows:
For Appointment of Independent Directors (ID):
a. Any person who is between the age of 25 years and below 75 years eligible to become Independent Director(ID);
b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013 read with Regulation 25 of SEBI (LODR) Regulation, 2015
c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;
d. Strictly adhere to the Prohibition of Insider Trading Regulation of the SEBI and Prohibition of Insider Trading policy of the Company;
e. Independent Director should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;
f. Independent Director should be able to devote time for the Board and other meetings of the Company;
g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and
h. Able to review the policy, participate in the meeting with all the stakeholders of the Company at the Annual General Meeting.
DIRECTORSâ RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm:
(i) That in the preparation of the accounts for the financial year ended 31st March, 2017; the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;
(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) That the Directors have prepared the accounts for the financial year ended 31st March, 2017 on a âgoing concernâ basis.
(v) The internal financial controls are laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adhered by the Company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency.
(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
RISK MANAGEMENT POLICY:
The Company has developed Risk Management Policy mainly covering the following areas of concerns
1. On the international currencies front, volatility of exchange rate is a not a matter of concern for the Company as we are only dealing in INR in all our transactions. No foreign exchange is involved in any of our transactions.
2. With the emergence of future Government policies covering the real estate and housing finance industry, concern for the industry has been substantially reduced. The exact impact of this will be assessed in due course of time.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has implemented a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, and the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
A high level committee has been constituted which looks into the complaints raised. The committee reports to the Audit Committee and the Board. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companyâs policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.
Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board.
M/s. K. A. Sinha & Co. - Chartered Accountants is the Internal Auditor of the Company.
STATUTORY AUDITORS:
At the Annual General Meeting held on June 28, 2014, M/s. G.P. Kapadia & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017.
As per Section 139 of the Companies Act, 2013, as the previous period of appointment of Statutory Auditor has expired, the appointment of the auditors for further period shall be done at this Annual General Meeting. Accordingly, the appointment of M/s. G.P. Kapadia & Co., Chartered Accountants, as statutory auditors of the Company, is recommended to the shareholders.
In this regard, the Company has received a Certificate from the Auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
AUDITORS REPORT:
The Auditors have not made any qualification to the financial statements. Their reports on relevant notes on accounts are self-explanatory and do not call for any comments under section 134 of the companies Act, 2013.
SECRETARIAL AUDITORS AND THEIR REPORT:
M/s. Ulhas Shetty & Co., Practicing Company Secretary were appointed to conduct the Secretarial Audit of the Company for the financial year 2016-17 as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for F.Y 2016-17 is attached Annexure-II to this Boardâs Report.
The Board has re-appointed M/s. Ulhas Shetty & Co., Practicing Company Secretary, as Secretarial Auditor of the Company for the financial year 2017-18.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:
There are no orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
The relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as prescribed under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out herein below:
a) Conservation of Energy
Your Company being a Housing Finance Company, its activities are not energy intensive. However your Company has taken adequate measures for conservation of energy, wherever required.
b) Technology Absorption
Your Company being a Housing Finance Company, its activities do not require adoption of any technology.
c) Foreign Exchange
During the year under review there were no Foreign Exchange Earnings & the Foreign Exchange outgo is NIL.
RELATED PARTY TRANSACTIONS/CONTRACTS:
The Company has implemented a Related Party Transactions Policy for the purposes of identification and monitoring of such transactions. All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis which is reviewed and updated on quarterly basis.
Pursuant to the Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 is attached as Annexure-III to this Boardâs Report.
The details of such related party transactions are available in the Notes to the Financial Statements section of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
HUMAN RESOURCES MANAGEMENT:
We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the Company. The relationship with the employees of the Company has continued to be cordial.
To ensure good human resources management at the company, we focus on all aspects of the employee lifecycle. During their tenure at the Company, employees are motivated through various skill-development, training, engagement and volunteering programs.
As per provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, managerial remuneration is fixed and it is shown at Annexure-IV to this Boardâs report.
EXTRACT OF ANNUAL RETURNS:
Pursuant to the Section 134 (3) (a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return is Form MGT-9 is Annexure-V.
CORPORATE GOVERNANCE:
A Report on Corporate Governance along with a Certificate from M/s. Ulhas Shetty & Co., (Practicing Company Secretary) regarding compliance with the conditions of Corporate Governance as stipulated under Regulation 27 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Report as Annexure-VI to this Boardâs Report.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place a Policy on Prevention against Sexual Harassment in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the 2016-17.
BANK AND FINANCIAL INSTITUTIONS:
Directors are thankful to National Housing Bank and the bankers of the Company for their continued support to the Company.
ACKNOWLEDGEMENTS:
Your Directors convey their sincere thanks to the Government, National Housing Bank, Banks, Shareholders and customers for their continued support extended to the company at all times.
The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.
On behalf of the Board of Directors
Sd/- Sd/-
Place: Mumbai Mahesh Narshibhai Pujara Mitesh Mahesh Pujara
Dated: 11th July, 2017 Managing Director Director
(DIN:01985578) (DIN:02143047)
Mar 31, 2016
Dear Members,
The Directors are pleased to present the 26th Annual Report of the Company together with the Audited Financial Statements for the year ended 31st March, 2016.
SUMMARISED FINANCIAL RESULTS: Amt. in lakhs
|
Particulars |
2015-2016 |
2014-2015 |
|
Total Income |
429.15 |
250.92 |
|
Total Expenditure |
184.13 |
150.23 |
|
Profit Before depreciation interest and tax |
245.02 |
100.69 |
|
Less: Depreciation |
7.38 |
14.65 |
|
Less :Interest |
109.12 |
4.27 |
|
Tax |
42.52 |
24.26 |
|
Net Profit/(Loss) After Tax |
86.00 |
57.51 |
YEARLY REVIEW:
The company is registered with National Housing Bank and governed by NHB norms. During the year Gross NPA of the company came down from 1.97% to 1.43%. The company disbursed 163 loan proposals amounting to Rs.1496.27 lacs. The total portfolio as on 31st March 2016 stands at Rs. 3141.01 lacs.
TRANSFER TO RESERVES
The Company has transferred Rs.18,70,740 to Special Reserves under Sec 36(1)(viii) of Income Tax Act 1962 for the financial year 31st March, 2016 as per audited standalone financial statements.
DIVIDEND:
In view of the carry forward losses incurred in the earlier years and keeping in view of the provisions section 123 of the Companies Act, 2013, it has been decided to increase the NOF of the company by way of transferring the entire net profit of the year to the Reserves ; and as such the board regrets its inability to declare any dividend for the year under review.
DEPOSITS:
As on 31st March, 2016, the Company held no deposit in any form from anyone. There were no deposits held by the company as on 31st March, 2016, which were overdue or unclaimed by the depositors. For the present, the Board of Directors has resolved not to accept any deposit from public.
MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT:
Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented in a separate Annexure -I forming part of the Annual Report.
CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There was no change in the nature of business of the Company during the year.
MATERIAL CHANGES AND COMMITMENT, IFANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the year under review, there were no material changes and commitments affecting the financial position of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on 31st March 2016 the Board of Directors of the company comprised 11 directors, one of whom is the chairman. The board consist of four independent directors, four non executive director & two executive directors. Mrs. Parul Patel is an alternative director to Mr. Ashok Patel.
Mr. Paresh Khandelwal has resigned from Board as an independent director of the company effective from 24th May 2016
NUMBER OF MEETINGS OF THE BOARD:
The Board met 9 times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.
The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:
1. They are not promoters of the Company or its holding, subsidiary or associate company;
2. They are not related to promoters or directors in the company, its holding, subsidiary or associate company.
3. The independent Directors have /had no pecuniary relationship with company, its holding, subsidiary or associate company , or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Director has or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two per cent or more of its gross turnover or total income or fifty lakh rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
5. Independent Director, neither himself nor any of his relatives-
(i) holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;
(ii) is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of-
(A) a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the company, its holding, subsidiary or associate company amounting to ten percent or more of the gross turnover of such firm;
(iii) Holds together with his relatives two percent or more of the total voting power of the company; or
(iv) is a Chief Executive or Director, by whatever name called, of any nonprofit organization that receives twenty-five percent. or more of its receipts from the company, any of its promoters, directors or its holding, subsidiary or associate company or that holds two percent or more of the total voting power of the company;
6. Independent Director possesses such qualifications as may be directed by the Board.
7. The Company & the Independent Directors shall abide by the provisions specified in Schedule IV of the Companies Act, 2013.
BOARD EVALUATION:
SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors should be done by the entire Board of Directors, excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review, the performance of the Board & Committees and Individual Director(s) based on the below parameters was satisfactory:
(i) All Directors had attended the Board meetings;
(ii) The remunerations paid to Executive Directors are strictly as per the Company and industry policy.
(iii) The Independent Directors only received sitting fees.
(iv) The Independent Directors contributed significantly in the Board and committee deliberation and business and operations of the Company and subsidiaries based on their experience and knowledge and Independent views.
(v) The Credit Policy, Loan Policy and compliances were reviewed periodically;
(vi) Risk Management Policy was implemented at all critical levels and monitored by the Internal Audit team who places report with the Board and Audit committee.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant of the provision of Section 149 (8) of the Companies Act, 2013 read with Schedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Independent Directors of the Company held their meeting on 19th March, 2016, reviewed the performance of non- independent directors and the Board as a whole including the Chairperson of the Company, views expressed by the executive directors and non-executive directors at various level, and quantified the quality, quantity and timeliness of flow of information between the Company, management and the Board and expressed satisfaction.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. As on 31st March, 2016, the Board consists of 10 members. Out of which one is the Managing Director, one is Whole Time Director.
The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board and are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.
COMMITTEES OF THE BOARD:
Currently, the Board has Seven Committees: 1) Audit Committee, 2) Nomination and Remuneration Committee, 3) Stakeholders Relationship Committee, 4) Shares Transfer Committee, 5) Loan & Investment Committee 6)Asset Liability Committee 7) Rsik & strategy Committee
A detailed note on the Board and its Committees is provided under the Corporate Governance Report that forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination and Remuneration and Stakeholders Relationship Committee. A detailed note on the composition of the Committees is provided in the corporate governance report section of this Annual Report.
The Key Features of the Policy of the said committee are as follows:
For Appointment of Independent Director (ID):
a. Any person who is between the age of 25 years and below 75 years eligible to become Independent Director(ID);
b. He has to fulfill the requirements as per section 149 of the Companies Act, 2013 read with Clause 49 of the Listing Agreement;
c. Adhere to the code of conduct as per Schedule IV to the Companies Act, 2013;
d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Trading policy of the Company;
e. Independent Director should have adequate knowledge and reasonably able to contribute to the growth of the Company and stakeholders;
f. Independent Director should be able to devote time for the Board and other meetings of the company;
g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and
h. Able to review the policy, participate in the meeting with all the stakeholders of the company at the Annual General Meeting.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act, 2013, the Board of Directors of the Company hereby confirm:
(I) That in the preparation of the accounts for the financial year ended 31stMarch, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;
(iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) That the Directors have prepared the accounts for the financial year ended 31stMarch 2016 on a ''going concern'' basis.
(v) The internal financial controls are laid and have been followed by the company and that such controls are adequate and are operating effectively. Such controls means controls and policies and procedures adopted and adhered by the company for orderly and efficient conduct of the business for safeguarding assets, prevention and detection of frauds and errors and maintenance of accounting records and timely preparation of financial statements and review its efficiency.
(vi) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
RISK MANAGEMENT POLICY:
The company has developed Risk Management Policy mainly covering the following areas of concerns
1. On the international currencies front, volatility of exchange rate is a not a matter of concern for a Company as we are only dealing in INR in all our transactions. No foreign exchange is involved in any of our transactions.
2. With the emergence on future Government policies covering the real estate and housing finance Industry , concern for the industry has been substantially reduced. The exact impact of this will be assessed as and when the proposed changes are actually introduced and implemented.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In terms of the provisions of Section 177(9) of the Companies Act, 2013, the Company has implemented a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. The Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.
Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board.
M/s. Sugnesh Mehta & Co. - Chartered Accountants is the Internal Auditor of the Company.
STATUTORY AUDITORS:
At the Annual General Meeting held on June 28, 2014 M/s. G.P.Kapadia & Co., Chartered Accountants, were appointed as statutory auditors of the Company to hold office till the conclusion of the Annual General Meeting to be held in the calendar year 2017.
In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. G.P.Kapadia & Co., Chartered Accountants, as statutory auditors of the Company, is placed for ratification by the shareholders.
In this regard, the Company has received a certificate from the auditors to the effect that if they are reappointed, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.
AUDITORS REPORT:
The Auditors have not made any qualification to the financial statement. Their reports on relevant notes on accounts are self-explanatory and do not call for any comments under section 134 of the companies Act, 2013.
SECRETARIAL AUDITORS AND THEIR REPORT:
M/s. Satyajit Mishra & Co., Company Secretary in Practice was appointed to conduct the secretarial audit of the Company for the financial year 2015-16, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for F.Y. 2015-16 is Annexure-II to this Board''s Report.
The Board has re-appointed M/s. Satyajit Mishra & Co., Company Secretary in Practice, as secretarial auditor of the Company for the financial year 2016-17.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:
There are no orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.
CONSERVATION OF ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
The relevant information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as prescribed under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, are set out herein below:
a) Conservation of Energy
Your Company being a Non-banking Finance Company, its activities are not energy intensive.
However your Company has taken adequate measures for conservation of energy wherever required.
b) Technology Absorption
Your Company being a non-banking Finance Company its activities do not require adoption of any technology.
c) Foreign Exchange
During the year under review there were no foreign Exchange Earnings & the Foreign Exchange outgo is NIL.
RELATED PARTY TRANSACTIONS/CONTRACTS:
The Company has implemented a Related Party Transactions policy for the purposes of identification and monitoring of such transactions. All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis which is reviewed and updated on quarterly basis.
Pursuant to the Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 in Annexure-III to this Board''s Report.
The details of such related party transactions are available in the Notes to the Standalone financial statements section of the Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Loans, Guarantees and Investments covered under section 186 of the Companies Act, 2013 form part of the notes to the financial statements provided in this Annual Report.
HUMAN RESOURCES MANAGEMENT:
We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the growth of the company. The relationship with the workers of the Company''s manufacturing units and other staff has continued to be cordial.
To ensure good human resources management at the company, we focus on all aspects of the employee lifecycle. During their tenure at the Company, employees are motivated through various skill-development, training, engagement and volunteering programs.
As per provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,managerial remuneration is fixed and it is shown at Annexure-IV to this Board''s report.
EXTRACT OF ANNUAL RETURNS:
Pursuant to the Section 134(3) (a) of the Companies Act, 2013, the details forming part of the extract of the Annual Return is Form MGT-9 is Annexure-V.
CORPORATE GOVERNANCE:
A Report on Corporate Governance along with a Certificate from M/s. Satyajit Mishra & Co., regarding compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Stock Exchange read with the relevant provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Report and Annexure-VI to this Board''s Report.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaint under this policy during the 2015-2016.
BANK AND FINANCIAL INSTITUTIONS:
Directors are thankful to National Housing Bank and other bankers for their continued support to the company.
ACKNOWLEDGMENTS:
Your Directors convey their sincere thanks to the Government, National Housing Bank ,Banks, Shareholders and customers for their continued support extended to the company at all times.
The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.
On behalf of the Board of Directors
Place: Mumbai
Dated: 29th July, 2016 Mahesh Pujara Subhash Patel
Managing Director Director
Mar 31, 2013
To, The Shareholders,
The directors have pleasure in presenting the 23rd Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31st March, 2013
SUMMARISED FINANCIAL RESULTS:
(Rs.In LACS)
Year ended Year ended
31.3.2013 31.3.2012
Income 166.34 125.84
Total Expenditure 110.36 86.14
Profit before depreciation
interest and tax 55.98 39.70
Less:
Depreciation 2.62 1.71
Interest
Tax
Current Tax 16.69 8.50
Deferred Tax 0.41 33.28
Excess Provision for tax
MAT Credit Entitlement 4.41 3.27
Current tax expense relating
to prior years 0.10 3.50
NetProfit/(Loss) AfterTax 41.39 2.98
Paid-up Equity Share Capital 1094.00 1094.00
Reserves 92.02 79.25**
Balance brought forward
from previous year (118.49) (147.11)
"The Previous year figures of tosses in the reserves were netted off
and as a result for which the reserves were shown as (Rs. 67.86) which is
revised to Rs. 79.25.
OPERATIONS:
Income of the company are Rs. 166.34 lacs as compared to Rs. 125.84 lacs in
previous year. Profit before Tax is Rs. 53.36 lacs as compared to Rs. 37.98
lacs in previous year.
THE YEAR UNDER REVIEW
The Company is registered with National Housing Bank and Governed by
NHB Norms. During the year the NPAof the company has reduced from 3.36%
last year to 0.82% this year. The Company disbursed 52 Loan
applications amounting to Rs. 5,26,70,000/-
AUDITORS REPORT
The Auditors have not made any qualification to the financial
statement. Their reports on relevant notes on accounts are self
explanatory and do not call for any comments under section 217 (3) of
the companies Act, 1956.
CORPORATE GOVERNANCE
As per the directions of SEBI and the Bombay Stock Exchange Ltd., the
code of corporate governance become applicable to the company w.e.f.
2002-03 and accordingly the company has been adhering to the directions
and guidelines as required. The report on the code of corporate
governance is annexed separately in this Annual report.
PREFERENTAIL ALLOTMENT OF CONVERTIBLE WARRANTS
The Company allotted 40,50,000 convertible warrants to the Promoters &
Non-Promoter Groups @ Rs. 45 per warrant. The Company received Rs.
4,55,62,500/- so far towards the subscription of the convertible
warrants.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of above are not applicable in the case of your company.
The Company is into Home Loan segment and regulated by NHB (National
Housing Bank).
FIXED DEPOSITS
As on 31.03.2013, the company held no deposit in any form from anyone.
There was no deposit held by the company as on 31.03.2013, which was
overdue or unclaimed by the depositors. For the present the broad of
directors have resolved not to accept any deposits from public.
DIRECTORS
Mr. Mitesh Pujara and Mr. Anant Bhalotia are directors liable to retire
by rotation and being eligible offer themselves for re-appointment.
Mr. Prakash Punjabi and Mr. Miten Shroff resigned as Directors of the
Company. Mr. Ashok Patel appointed Mr. Miten Shroff as his Alternate
Director in the Board as per section 313 of the Companies Act, 1956
The Company has not received any notice under section 257 of the
companies Act, 1956 for appointment of the Additional Director Mr.
Mayur Dubey, hence his term of Director of the company will come to an
end at the end of the forth coming Annual General Meeting.
Mr. Mahesh N. Pujara who was appointed as the Managing Director of the
company for a period of five years with effect from 21s'' August 2008
and whose term of appointment expires on 20th August 2013. The
Remuneration committee recommended his reappointment for further period
of 5 years from the date of expiry of his term. The Board also
recommended the approval of the re-appointment of Mr. Mahesh N. Pujara
as the Managing Director of the Company.
DIVIDEND
In view of the carry forward losses incurred in the earlier years, the
board regrets its inability to declare any dividend for the year under
review.
AUDITORS
The retiring Auditors M/s. G.P. Kapadia & Co - Chartered Accountants,
Mumbai, have been reappointed to hold office as statutory auditor of
the Company, till the conclusion of the next Annual General Meeting.
They have furnished a certificate to the effect that the proposed
re-appointment is in accordance with the limits specified U/s. 224(1 B)
of the Companies Act, 1956.
INVESTOR COMPLAINTS AND COMPLIANCE
All the investor complaints have been duly resolved and as on date no
complaints are outstanding.
PERSONNEL
The information pursuant to section 217 (2A) of the companies Act, 1956
and rules framed there under there was no employee falling under the
category, hence no statement/particulars of employees have been annexed
to this report.
HUMAN RESOURCES
Your Directors would like to place on record their deep appreciation to
all the employees for rendering quality services in every constituent
of the company.
PAYMENT OF LISTING FEES
Your company shares are listed on Bombay Stock Exchange Ltd., the
listing fees for the year 2012-2013 have been paid to the stock
exchange. The company has been complying with all the conditions
required to be complied with in the listing agreement.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
(i) That in the preparation of the accounts for the financial year
ended 31st March, 2013, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for the year under review;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March, 2013 on a ''going concern'' basis.
ACKNOWLEDGEMENTS
The Directors place on record their appreciation for co-operation and
support extended by the Government, Banks, Shareholders, and customers
for their continued support extended to the company at all times.
The Directors further express their deep appreciation to all employees
for commendable teamwork, high degree of professionalism and
enthusiastic effort displayed by them during the year.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
sd/- sd/-
MAHESH PUJARA RISHABH SIROYA
CHAIRMAN DIRECTOR
Place: Mumbai
Dated: 28/05/2013
Mar 31, 2012
The directors have pleasure in presenting the 22nd Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31st March, 2012
SUMMARISED FINANCIAL RESULTS:
(in LACS)
Year ended Year ended
31.3.2012 31.3.2011
Income 125.84 62.69
Total Expenditure 86.14 39.15
Profit before depreciation interest and tax 39.70 23.54
Less:
Depreciation 1.71 1.78
Interest - -
Tax
Current Tax 8.50 2.00
Deferred Tax 33.28 5.76
Excess Provision for tax - 0.91
MAT Credit Entitlement 3.27 -
Current tax expense relating to prior years 3.50 -
Net Profit/(Loss) After Tax 2.98 13.1
Paid-up Equity Shares Capital 1094.00 1094.00
Reserves (67.86) (70.85)*
Balance brought forward from previous year (141.33) (150.08)
OPERATIONS:
Income of the company are 125.84 lacs as compared to 62.69 lacs in
previous year. Profit before Tax is 37.98 lacs as compared to 21.76
lacs in previous year.
THE YEAR UNDER REVIEW
The Company has undergone NHB Inspection. The inspectors suggested some
of the queries to be clarified & implemented by the Company. The
management gave the reply & made various planning to implement the same
in the area of discrepancies.
AUDITORS REPORT
The Auditors have not made any qualification to the financial
statement. Their reports on relevant notes on accounts are self
explanatory and do not call for any comments under section 217 (3) of
the companies Act, 1956.
ISSUE OF EQUITY SHARES BEING ISSUED ON PREFERENTIAL BASIS.
The Company proposed to allot 40, 50,000 warrants to Promoters and non
promoters on preferential basis. The Promoters will subscribe to Twenty
Seven Lakh (27,00,000) Convertible Warrants of F.V. Rs.10/- each and
non-promoters will subscribe to Thirteen Lakh Fifty Thousand
(13,50,000) Convertible warrants of Rs.10/- each on account of proposed
preferential issue.
* As per revised Schedule VI of the Companies Act, 1956.
FUTURE OUTLOOK
The NPA has drastically brought down during the year and is presently @
2.54% Legal steps have been taken to recover the same.
CORPORATE GOVERNANCE
As per the directions of SEBI and the Bombay Stock Exchange Ltd., the
code of corporate governance become applicable to the company
w.e.f.2002-03 and accordingly the company has been adhering to the
directions and guidelines as required. The report on the code of
corporate governance is annexed separately in this Annual report.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of above are not applicable in the case of your company.
The Company is into Home Loan segment and regulated by NHB (National
Housing Bank).
FIXED DEPOSITS
As on 31.03.2012, the company held no deposit in any form from anyone.
There was no deposit held by the company as on 31.03.2012, which was
overdue or unclaimed by the depositors. For the present the broad of
directors have resolved not to accept any deposits from public,
shareholders and others.
DIRECTORS
Mr. Ramesh Mishra - Independent Director and Mr. Risabh Pravin Siroya
are directors liable to retire by rotation and being eligible offer
themselves for re-appointment.
DIVIDEND
In view of the carry forward losses incurred in the earlier years, the
board regrets its inability to declare any dividend for the year under
review.
AUDITORS
The retiring Auditors M/s. Tushar Parekh & Associates., Chartered
Accountants, Mumbai, has not opted for re-appointment and has expressed
his unwillingness to continue. The Board proposed to appoint M/s. G.P.
Kapadia & Co. Chartered Accountant and to hold office till the
conclusion of the next Annual General Meeting. They have furnished a
certificate to the effect that the proposed re-appointment, is in
accordance with the limits specified u/s. 224(1 B) of the Companies
Act, 1956.
INVESTOR COMPLAINTS AND COMPLIANCE
All the investor complaints duly resolved and as on date no complaints
are outstanding.
PERSONNEL
The information pursuant to section 217 (2A) of the companies Act, 1956
and rules framed there under there was no employee falling under the
category, hence no statement/particulars of employees have been annexed
to this report.
HUMAN RESOURCES
Your Directors would like to place on record their deep appreciation to
all the employees for rendering quality services in every constituent
of the company.
PAYMENT OF LISTING FEES
Your company shares are listed on Bombay Stock Exchange Ltd., the
listing fees for the year 2011 -12 have been paid to the stock
exchange. The company has been complying with all the conditions
required to be complied with in the listing agreement.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed:
(i) That in the preparation of the accounts for the financial year
ended 31st March, 2012, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for the year under review;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March, 2012 on a 'going concern' basis.
ACKNOWLEDGEMENTS
The Directors place on record their appreciation for co-operation and
support extended by the Government, Banks, Shareholders, and customers
for their continued support extended to the company at all times.
The Directors further express their deep appreciation to all employees
for commendable teamwork, high degree of professionalism and
enthusiastic effort displayed by them during the year.
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
MAHESH PUJARA RISHABH SIROYA
CHAIRMAN DIRECTOR
Place: Mumbai
Dated: 29.06.2012
Mar 31, 2010
The Directors are pleased to present the 20th Annual Report of the
Company together with the Audited Financial Statements for the year
ended 31st March, 2010.
SUMMARISED FINANCIAL RESULTS: (Rs in Lacs)
Year ended Year ended
31.3.2010 31.3.2009
Income 69.06 40.72
Total Expenditure 64.28 49.46
Profit before depreciation
interest and tax 4.78 (8.74)
Less:
Depreciation 0.97 0.71
Interest - 0.11
Tax
Current Tax 4.20 -
Deferred Tax 47.03 -
FBT - 0.21
Net Profit/(Loss) After Tax 46.68 13.18
Paid-up Equity Shares Capital 499.75 499.75
Reserve 66.14 60.73
Balance brought forward from previous year (191.34) (201.88)
OPERATIONS
The operation of the company during the year under review have not been
upto the desired level because of increase in NPA Due to increase in
rates of interest and recession the industry has been experiencing a
slow down. Your directors feel this is only temporary and industry will
be out of the sluggish times sooner than later. The directors are
confident of performing better and improve companys performance during
the current financial year.
THE YEAR UNDER REVIEW
Your Companys key businesses have reported an encouraging performance
for the year ended 31st March 2010. The Management after doing a proper
gradation and taking into account the risk parameters of the individual
account decided to close a number of NPA accounts by way of one time
settlement with.
AUDITORS REPORT
The Auditors have not made any qualification to the financial
statement, in their reports or relevant notes on accounts, which are
self explanatory and do not call for any comments under section 217 (3)
of the companies Act, 1956.
ISSUE OF PREFRENTIAL WARRANTS OF THE COMPANY
The Company during the year under review the company allotted 59,42,500
convertible warrants to promoters and non promoters. The Promoters
subscribed 33,00,000 convertible warrants into equity shares of Rs.10/-
each and non- promoters subscribed 26,42,500 convertible warrants into
equity shares of Rs.10/- each.
In accordance with the Securities exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2009 the subscribers
made the first payment of 25% before the date of allotment of the
convertible warrants
FUTURE OUTLOOK
Your company is providing long term housing finance to individuals. You
are aware that the future for the housing finance sector is bright.
Your directors are making sincere efforts to augment profits, cut cost
and to improve the margins, bottom line and profitability. Your
directors are confident that the companys performance will be better
during current financial year.
CORPORATE GOVERNANCE
As per the directions of SEBI and the Bombay Stock Exchange Ltd., the
code of corporate Governance become applicable to the company
w.e.f.2002-03 and accordingly the company has been adhering to the
directions and guidelines as required. The report on the code of
corporate governance is annexed separately in this Annual report.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of above are not applicable in the case of your company.
The Company is into Home Loan segment and regulated by NHB (National
Housing Bank ).
REGULATORY GUIDELINES
India Home Loans Ltd complies fully with the guidelines issued by NHB
regarding accounting standards, prudential norms for asset
classification, income recognition, provisioning, capital adequacy,
"Know your Customer"- (KYC), Fair Practice code and capital market
exposures.
The National Housing Bank Act, 1987, empowers NHB to levy a penalty on
Housing Finance Companies for contravention of the Act or any of its
provisions. NHB has levied penalty of Rs.1000/- on your Company on
account of delayed submis- sion of Half Yearly Return.
India Home loans Ltd prepared a risk management framework, which sets
the procedure of risk assessment and mitigation. The Risk management
Committee comprises of the Managing Director and members including
senior managers holding key positions in the Company. The Risk
Management Committee apprises the Audit Committee of the key risks
associated with the business of the Company and the measures to
mitigate them.
India Home Loans Ltds Capital Adequacy Ratio stood at 141.13% as
against the minimum requirement of 12%. Tier-1 Capital was 99.90%
against the minimum requirement of 6%.
FIXED DEPOSITS
As on 31.03.2010, the company held no deposit in any form from anyone.
There was no deposit held by the company as on 31.03.2010, which was
overdue or unclaimed by the depositors. For the present the broad of
directors have resolved not to accept any deposits from public,
shareholders and others.
DIRECTORS
Mr. Subhash Patel and Mr. Mitesh Pujara , director liable to retire by
rotation and being eligible offer themselves for re- appointment.
DIVIDEND
In view of the carry forward losses incurred in the earlier years, the
board regrets its inability to declare any dividend for the year under
review.
AUDITORS
The retiring Auditors M/s. Tushar Parekh & Associates., Chartered
Accountants, Mumbai, have been appointed to hold office till the
conclusion of the next Annual General Meeting. They have furnished a
certificate to the effect that the proposed re-appointment, is in
accordance with the limits specified U/s. 224(1 B) of the Companies
Act, 1956.
INVESTOR COMPLAINTS AND COMPLIANCE
The company has appointed Miss Asmita Kadge, as the compliance officer
in pursuance of directions given by the Securities and Exchange Board
of India and Bombay Stock Exchange ltd., the company received no
complaints since the holding of last annual general meeting till date.
PERSONNEL
The information pursuant to section 217 (2A) of the companies Act, 1956
and rules framed there under there was no employee falling under the
category, hence no statement/particulars of employees, have been
annexed to this report.
HUMAN RESOURCES
Your Directors would like to place on record their deep appreciation of
all employees for rendering quality services to every constituent of
the company.
PAYMENT OF LISTING FEES
Your company shares are listed on Bombay Stock Exchange ltd., the
listing fees for the year 2010 -11 have been paid to the stock
exchange. The company has been complying with all the conditions
required to be complied with in the listing agreement.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed:
(i) That in the preparation of the accounts for the financial year
ended 31s1 March, 2010, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit and loss of the Company for the year under review;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2010 on a going concern basis.
ACKNOWLEDGEMENTS
The Directors place on record their appreciation for co-operation and
support extended by the Government, Banks, Shareholders, and customers
for their continued support extended to the company at all times.
The Directors further express their deep appreciation to all employees
for commendable teamwork, high degree of professionalism and
enthusiastic effort displayed by them during the year
FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
MAHESH PUJARA RISHABH SIROYA
CHAIRMAN DIRECTOR
Place : Mumbai
Dated : 21/07/10
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