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India Home Loans Ltd.

BSE: 530979 Sector: Financials
NSE: N.A. ISIN Code: INE274E01015
BSE LIVE 14:30 | 22 Aug 105.00 -4.85
(-4.42%)
OPEN

108.00

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114.90

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NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 108.00
PREVIOUS CLOSE 109.85
VOLUME 10925
52-Week high 160.00
52-Week low 38.00
P/E 125.00
Mkt Cap.(Rs cr) 150
Buy Price 105.00
Buy Qty 446.00
Sell Price 110.00
Sell Qty 300.00
OPEN 108.00
CLOSE 109.85
VOLUME 10925
52-Week high 160.00
52-Week low 38.00
P/E 125.00
Mkt Cap.(Rs cr) 150
Buy Price 105.00
Buy Qty 446.00
Sell Price 110.00
Sell Qty 300.00

India Home Loans Ltd. (INDIAHOME) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 26th Annual Report of the Company togetherwith 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. Duringthe year Gross NPA of the company came down from 1.97% to 1.43%. The company disbursed 163loan proposals amounting to Rs.1496.27 lacs. The total portfolio as on 31st March 2016stands at Rs. 3141.01 lacs.

TRANSFER TO RESERVES

The Company has transferred Rs.1870740 to Special Reserves under Sec 36(1)(viii) ofIncome Tax Act 1962 for the financial year 31st March 2016 as per audited standalonefinancial statements.

DIVIDEND:

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

DEPOSITS:

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

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 with Stock Exchange in India is presented ina 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 IFANYAFFECTING THE FINANCIAL POSITION OF THE COMPANY:

During the year under review there were no material changes and commitments affectingthe 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 oneof whom is the chairman. The board consist of four independent directors four nonexecutive director & two executive directors. Mrs. Parul Patel is an alternativedirector to Mr. Ashok Patel.

Mr. Paresh Khandelwal has resigned from Board as an independent director of the companyeffective 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 theCorporate Governance Report that forms part of this Annual Report. The intervening gapbetween 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 underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015.

The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:

1. They are not promoters of the Company or its holding subsidiary or associatecompany;

2. They are not related to promoters or directors in the company its holdingsubsidiary or associate company.

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

4. None of the relatives of the Independent Director has or had pecuniary relationshipor transaction with the company its holding subsidiary or associate company or theirpromoters or directors amounting to two per cent or more of its gross turnover or totalincome or fifty lakh rupees or such higher amount as may be prescribed whichever islower during the two immediately preceding financial years or during the currentfinancial 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 beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of

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

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

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

(iv) is a Chief Executive or Director by whatever name called of any nonprofitorganization that receives twenty-five percent. or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds 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 specifiedin Schedule IV of the Companies Act 2013.

BOARD EVALUATION:

SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. The Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent directors shouldbe 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 thecriteria and framework adopted by the Board. The Board approved the evaluation results ascollated by the Nomination and Remuneration Committee.

PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review the performance of the Board & Committees andIndividual 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 andindustry policy.

(iii) The Independent Directors only received sitting fees.

(iv) The Independent Directors contributed significantly in the Board and committeedeliberation and business and operations of the Company and subsidiaries based on theirexperience 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 theInternal 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 withSchedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the Independent Directors of the Company held their meeting on 19thMarch 2016 reviewed the performance of non- independent directors and the Board as awhole including the Chairperson of the Company views expressed by the executive directorsand non-executive directors at various level and quantified the quality quantity andtimeliness of flow of information between the Company management and the Board andexpressed satisfaction.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

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

The policy of the Company on directors appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters provided under Sub section (3) of Section 178 of the Companies Act 2013 adoptedby the Board and are stated in this Board report. We affirm that the remuneration paid tothe directors is as per the terms laid out in the nomination and remuneration policy ofthe Company.

COMMITTEES OF THE BOARD:

Currently the Board has Seven Committees: 1) Audit Committee 2) Nomination andRemuneration Committee 3) Stakeholders Relationship Committee 4) Shares TransferCommittee 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 CorporateGovernance 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 aNomination and Remuneration and Stakeholders Relationship Committee. A detailed note onthe composition of the Committees is provided in the corporate governance report sectionof 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 becomeIndependent Director(ID);

b. He has to fulfill the requirements as per section 149 of the Companies Act 2013read 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 Tradingpolicy of the Company;

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

f. Independent Director should be able to devote time for the Board and other meetingsof 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 ofthe 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 theBoard of Directors of the Company hereby confirm:

(i) That in the preparation of the accounts for the financial year ended 31stMarch2016 the applicable accounting standards have been followed along with proper explanationrelating to material departures;

(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial 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 ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) That the Directors have prepared the accounts for the financial year ended31stMarch 2016 on a 'going concern' basis.

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

(vi) The Directors had devised proper systems to ensure compliance with the provisionsof 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 ofconcerns

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

2. With the emergence on future Government policies covering the real estate andhousing finance Industry concern for the industry has been substantially reduced. Theexact impact of this will be assessed as and when the proposed changes are actuallyintroduced and implemented.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

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

A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board. The Whistle Blower Policy ensuresthat strict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination 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 andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

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

The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.

Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented toBoard.

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

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 officetill 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 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. G.P.Kapadia & Co. CharteredAccountants as statutory auditors of the Company is placed for ratification by theshareholders.

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

AUDITORS REPORT:

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

SECRETARIAL AUDITORS AND THEIR REPORT:

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

The Board has re-appointed M/s. Satyajit Mishra & Co. Company Secretary inPractice 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 goingconcern status and Company's operations in future.

CONSERVATION OF ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:

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

a) Conservation of Energy

Your Company being a Non-banking Finance Company its activities are not energyintensive.

However your Company has taken adequate measures for conservation of energy whereverrequired

b) Technology Absorption

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

c) Foreingn Exchange

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

RELATED PARTY TRANSACTIONS/CONTRACTS:

The Company has implemented a Related Party Transactions policy for the purposes ofidentification and monitoring of such transactions. All related party transactions areplaced before the Audit Committee for approval. Prior omnibus approval of the AuditCommittee 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 theCompanies (Accounts) Rules 2014 the particulars of contract or arrangement entered intoby the Company with related parties referred to in Section 188(1) in Form AOC-2 inAnnexure-III to this Board's Report.

The details of such related party transactions are available in the Notes to theStandalone 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 2013form 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 serviceand contribution made towards the growth of the company. The relationship with the workersof 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 ofthe employee lifecycle. During their tenure at the Company employees are motivatedthrough 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) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules2014managerial remuneration is fixed and it is shown at Annexure-IV to this Board'sreport.

EXTRACT OF ANNUAL RETURNS:

Pursuant to the Section 134(3) (a) of the Companies Act 2013 the details forming partof 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 stipulatedunder Clause 49 of the Listing Agreement with Stock Exchange read with the relevantprovisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015forms part of this Report and Annexure-VI to this Board's Report.

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

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

BANK AND FINANCIAL INSTITUTIONS:

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

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government National Housing BankBanks Shareholders and customers for their continued support extended to the company atall times.

The Directors further express their deep appreciation to all employees for commendableteamwork high degree of professionalism and enthusiastic effort displayed by them duringthe year.

On behalf of the Board of Directors
Place: Mumbai Mahesh Pujara Subhash Patel
Dated: 29th July 2016 Managing Director Director