To the Members
The Directors have pleasure in presenting before you the Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2017. Thefinancial performance of the company is highlighted as follows: Rs.in Lakhs
|Particulars ||2016-17 ||2015-16 |
|Gross Income ||104.84 ||76.10 |
|Expenses || || |
|Employees benefit ||10.99 ||17.12 |
|Finance Cost ||1316.01 ||1187.33 |
|Depreciation ||0.19 ||1.14 |
|Other expenses ||24.16 ||25.46 |
|Total expenses ||1351.35 ||1231.05 |
|Reversal of provision ||(121.62) ||(5.19) |
|Net Loss Before Tax ||1124.89 ||1149.76 |
|Provision for Tax ||0 ||0 |
|Net Loss After Tax ||1124.89 ||1149.76 |
|Loss brought forward ||12825.45 ||11675.69 |
|Balance Loss Carried to Balance Sheet ||13950.34 ||12825.45 |
Performance of the Company:
The Company is continuously taking all efforts for recovery of the non-performingassets as done in the previous financial years. During this period the company hasrecovered Rs. 1.84 crores from individual housing loans and project loan accounts asagainst Rs. 0.48 crores during the previous year. The loss for the financial year 2016-17has decreased to Rs. 11.25 crores when compared to Rs. 11.50 crores in the previousfinancial year.
In view of the current trend in the real estate and housing sector with the support ofCentral Government push for affordable housing finance industry looks promising withimmense opportunities. Accordingly the promoter and the Company intend to take advantageof the favourable scenario. The Company has proposed to carry out Capital Restructuringand as approved by Indian Bank (the Lender) by way of Restructuring the entire term loanoutstanding amount Rs. 129.85 crores has Funded Interest Term Loan (FITL) with NILInterest from 01.04.2017 and conversion of FITL into non-cumulative CompulsorilyConvertible Preference Shares (CCPS) for a period of 20 years at a coupon rate of 0.001%subject to the approval of Shareholders and other authorities.
During the year your company had incurred a net loss of Rs.11.25 crores. Hence theBoard of Directors have not recommended any dividend for the financial year ended 31stMarch 2017.
The Board of Directors met four times on 05.05.2016 06.08.2016 10.11.2016 &08.02.2017 during this financial year.
DIRECTORS AND KEY MANANGERIAL PERSONNEL:
During the year 2016-17 the following changes have taken place in the Board ofDirectors of your Company: Smt. Sripriya Kumar has resigned from the Board on 07.09.2016as Director due to increased travel commitments in her professional and ICAI related workbeing the Central Council member for the Institute. In her place Shri Rakesh Sethi wasinducted in the Board as an Independent Director at the meeting held on 08.02.2017. Hewill be appointed as Independent Director in the ensuing annual general meeting.
Shri M. Nagarajan has resigned from the Board on 17.07.2017 as Director. Consequent tothe change in Indian Bank's Nominee. In his place Indian Bank has nominated Shri P.A.Krishnan was nominated in the Board and he was inducted as an Additional Director at themeeting held on 27.07.2017. He will be appointed as Director in the ensuing Annual GeneralMeeting (AGM). HUDCO has nominated Shri S. Thangaraju Regional Chief Regional OfficeHUDCO Chennai in the place of Smt. Rekha V. Sarathy. Consequent to this Smt. Rekha V.Sarathy has resigned from the Board and Shri S. Thangaraju was inducted in the Board asDirector in the Board meeting held on 10.08.2017. Your directors place on record theirappreciation for the valuable service rendered by Smt. Sripriya Kumar M. Nagarajan andSmt. Rekha V. Sarathy as Directors during their tenure as Director of the Company. Thefollowing are the Key Managerial Persons of the Company:
|Name ||Designation |
|Shri A.K. Bajpai (DIN 07391570) ||Managing Director |
|Shri S Selvaraj ||Company Secretary |
|Shri B Samarapuri ||Chief Financial Officer |
RETIREMENT OF DIRECTORS BY ROTATION:
At the ensuing annual general meeting Shri A.S. Rajeev is liable to retire by rotationin accordance with the provisions of Section 152 of the Companies Act 2013 read with theprovisions of the Articles of Association of the Company and being eligible offershimself for reappointment as director of the Company.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6).
COMPOSITION OFAUDIT COMMITTEE:
The Audit Committee of the Board consists of the following Directors as its members:
|Name of the Director ||Category ||Position |
|1. Shri A Damodaran ||Independent Director ||Chairman of the committee |
|2. Shri M Nagarajan ||Nominee of Indian Bank ||Member |
|3. Shri M S Natarajan ||Independent Director ||Member |
|4. Shri T R Chandrasekaran ||Independent Director ||Member |
The Board has accepted all the recommendations of the Audit Committee.
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations 2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report. The Board has on therecommendation of the Nomination & Remuneration Committee framed a policy forselection and appointment of Directors Senior Management and their remuneration. TheRemuneration Policy is stated in the Corporate Governance Report.
The Company has established a vigil mechanism called Whistle-blower Policy for itsdirectors and employees to report genuine concerns pursuant to the provisions of section177(9) & (10) of the Companies Act 2013 and as per Regulations 22 of SEBI (LODR)Regulations 2015. The details of the Whistle-blower Policy is explained in the CorporateGovernance Report and also posted on the website of the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively
EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in formMGT 9 is annexed herewith.
The Auditors M/s Anand & Ponnappan Chartered Accountants Chennai were appointedby the office of the Comptroller and Audit or General of India New Delhi in exercise ofthe powers conferred on them by section 139 of the Companies Act 2013 as statutoryauditors of the company for the financial year 2016-17.
SECRETARIAL AUDIT: Secretarial audit report in form MR3 as given by M/s. P Sriram& Associates Practising Company Secretary is annexed to this Report as annexure
QUALIFICATIONS IN AUDIT REPORTS
There is no qualification in auditors' report. However observations made by theAuditors in their Report and Notes on Accounts observations made are self-explanatory.Information as per section 134 (3) (m) of the Companies Act 2013: a. The company has noactivity relating to conservation of energy or technology absorption. b. The company didnot have any foreign exchange earnings as well as expenses
DETAILS RELATING TO DEPOSITS COVERING THE FOLLOWING:
The Company has suspended accepting deposits from public since the year 1998. Thecompany has taken efforts to identify and repaid all deposits including unclaimeddeposits. The total amount of fixed deposits matured and remaining unclaimed with theCompany as on March 31 2017 was Rs.6.33 lakhs pending disposal in terms of Court orders.The Company has not accepted deposit from the public falling within the ambit of Section73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
There is no significant and material orders passed by the regulators or Courts orTribunals impacting the going concern status and the company's operations in future.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The control system provide reasonable assurance of recordingthe transactions of its operations in all material aspects and of providing protectionagainst misuse or loss of company's assets.
RISK MANAGEMENT POLICY:
The company has put in place Risk Management Policy compatible with the type and sizeof operations and risk perception. The said policy is drawn up based on the guidelines ofNHB issued in this regard.
CORPORATE SOCIAL RESPONSIBILTY POLICY:
The company has incurred net loss during the last three financial years ending with2016-17. The company does not fall within the criteria specified in the section 135 of theCompanies Act 2013 making mandatory for the company to contributory towards the corporatesocial responsibility.
RELATED PARTY TRANSACTIONS:
The Company has availed term loan from Indian Bank promoter bank during the year 1998and 2004 with the approval of the Board of Directors. This loan was availed during thenormal course of business. The said loans are still outstanding the details of which aredisclosed in the notes on accounts to the financial statements. Apart from this thecompany has no related party transactions referred to in section 188 (1) of the CompaniesAct 2013.
FORMAL ANNUAL EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and Regulations 17 (10) of SEBI(LODR) Regulations 2015 and also in line with the Guidance Note issued by SEBI the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and Compliance Committees. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors. TheDirectors expressed their satisfaction with the evaluation process and the performance ofthe Board
RATIO OF REMUNERATION TO EACH DIRECTOR:
Details / Disclosures of Ratio of Remuneration to each Director to the medianemployee's remuneration as ANNEXURE I.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees of Rs. 2.29 lakhs for theyear 2016-17 to BSE where the Company's Shares are listed.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations laid down inthe provisions of SEBI (LODR) Regulations 2015. A report on Corporate Governance isincluded as a part of this Annual Report annexed. Certificate from the practicing CompanySecretary confirming the compliance with the conditions of Corporate Governance asstipulated under provisions of Regulations 34 (3) SEBI (LODR) Regulations 2015 and otherrequirements as specified in Schedule V of the said Regulations is attached to thisreport.
Particulars of Employees:
The information required pursuant to Section 197 read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules are attached to this report.None of the employees of the company received remuneration in excess of the limitsprescribed Under Rule 5 (2) of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules of the Companies Act 2013.
INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY
As required under National Housing Bank Directions your Company is presently requiredto maintain a minimum capital adequacy of 12% on a stand-alone basis. The company capitaladequacy ratio is negative due to continuous loss. The following is the capital adequacyratio for the last three years:
|Particulars ||2014-15 ||2015-06 ||2016-17 |
|Capital adequacy ratio ||-3773.55 % ||-4159.19 % ||-4778.37 % |
The Company has adhered to the prudential guidelines for Non-Performing Assets (NPAs)issued by the National Housing Bank(NHB) under its Directions of 2010 as amended fromtime to time. The Company did not recognise income on such NPAs and further createdprovisions for contingencies on standard as well as non-performing housing loans andproperty loans in accordance with the National Housing Bank Directions.
The Directors also place on record their appreciation for the assistance activesupport and guidance received from NHB the sectoral regulator for housing finance IndianBank and its officers and staff. The Directors express their appreciation for thecontribution of the employees of the company. The Board of Directors thank all theShareholders and Depositors for their patronage. Their continued patronage and support areof great encouragement to the company and will serve as a source of strength in all itsfuture endeavours.
| ||For and on behalf of the Board of Directors || |
|Place : Chennai ||M. Nagarajan ||A.K. Bajpai |
|Date : 27.07.2017 ||Director ||Managing Director |