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Can Fin Homes Ltd.

BSE: 511196 Sector: Financials
BSE 00:00 | 08 Apr 283.65 9.70






NSE 00:00 | 08 Apr 283.40 8.75






OPEN 269.40
VOLUME 88023
52-Week high 519.00
52-Week low 253.55
P/E 10.72
Mkt Cap.(Rs cr) 3,777
Buy Price 283.65
Buy Qty 25.00
Sell Price 296.95
Sell Qty 500.00
OPEN 269.40
CLOSE 273.95
VOLUME 88023
52-Week high 519.00
52-Week low 253.55
P/E 10.72
Mkt Cap.(Rs cr) 3,777
Buy Price 283.65
Buy Qty 25.00
Sell Price 296.95
Sell Qty 500.00

Can Fin Homes Ltd. (CANFINHOME) - Director Report

Company director report


The financial performance for the FY18-19 is summarised here below:

Particulars Year ended March 31 2019 Year ended March 31 2018
Profit before Tax & Provisions 47059.70 45318.40
Less: Impairment on financial instruments 109.22 2210.00
Profit before Tax 46950.48 43108.40
Less: Tax expenses:
(a) Provision for Tax - Current Year 17203.91 16075.46
- Previous Year 151.54 (334.38)
(b) Deferred Taxation (78.67) (1251.91)
Profit after Tax 29673.69 28619.23
Add: Other Comprehensive Income
A. Items that will not be reclassified to profit or loss
(i) Actuarial (Gain )/ loss (4.21) (64.53)
(ii) Income tax relating to items that will not be reclassified to profit or loss 1.47 22.33
B. Items that will be reclassified to profit or loss
(i) Income tax relating to items that will be reclassified to profit or loss 0.00 0.00
Other Comprehensive Income (2.74) (42.20)
Total Comprehensive Income for the period 29676.43 28661.43
Balance brought forward from previous year 81.71 1025.54
29758.14 29686.97
Transfer to Special Reserve u/s.36(1)(viii) of the Income Tax Act 1961 8739.45 8300.00
Transfer to General Reserve 5935.29 12000.00
Additional Reserve (u/s.29C of the NHB Act) 5935.29 6100.00
Proposed Dividend # 2663.08 2663.08
Tax on Distributed Profits 547.40 542.18
Balance carried forward to balance sheet 5937.63 81.71
29758.14 29686.97

Note: Figures have been regrouped wherever necessary while preparing the statements asper IND-AS requirements. #The proposed dividend of H2/- per equity share and tax thereonare not recognised as liability in the annual accounts as at March 31 2019 (incompliance with IND AS 10 Events occurring after the Balance sheet date). The same will beconsidered as liability on approval of shareholders at the 32nd Annual GeneralMeeting.

Particulars Year ended March 31 2019 Year ended March 31 2018
Earnings Per Share (EPS) (H) 22.29 21.49
Dividend Rate 100% 100%
Market Price of shares (H) 348.85 484.50
Market Capitalisation (H in Crore) 4645.08 6451.32


During the year the Company has sanctioned loans amounting to H5952 Crore as comparedto H5760 Crore in the previous year recording a growth of 3.3%. Inspite of continuedsluggishness in the real estate market post demonetization teething troubles of RERA andGST implementation your Company managed to show a slender margin of positive growth inapprovals during 2018-19.

During the year as in the previous year thrust was given to retail (housing andnon-housing) loan segment. 88% of fresh loan approvals during the year were for housingand 12% were for non-housing loans. The cumulative loan sanctions since inception of yourCompany stood at H38074 Crore at the end of the FY19. Average ticket size of incrementalhousing loans and non-housing loans are H18.12 Lakh and H9.15 Lakh respectively.

b) Disbursements

During the year the Company has disbursed loans amounting to H5479 Crore as comparedto H5207 Crore in the previous year recording a growth of 5.2%. The cumulative loandisbursements from inception to the end of the FY19 was H33769 Crore.

c) Loans outstanding (Loan Book)

Your Directors are pleased to report that the total loan outstanding as at March 312019 was H18381 Crore recording a growth of around 16.8% over last year (previous yearH15743 Crore).

During the year non-housing loan portfolio has increased from H1654 Crore to H1939Crore indicating a growth rate of 17.2% which constitutes 10.5% of total portfolioapproximately. d) Non-Performing Asset (NPA)

The Gross NPA of your Company as on March 31 2019 was contained at H113.51 Crore(previous year H67.49

Crore). The net NPA as on date was H79.47 Crore with the NPA provision Coverage Ratioat 39% during the year. The gross NPA percentage as on March 31 2019 stood at 0.62%compared to 0.43% as on March 31 2018.

During the year under review your Company could make a cash recovery of H11.44 Crore(previous year H9.10 Crore) in respect of accounts which were Non Performing Assets.

e) Profits

Your Directors are happy to inform that during the year under review your Companyrecorded an Operating Profit of H470.60 Crore (previous year H453.18 Crore) Profit BeforeTax (PBT) of H469.50 Crore (previous year H431.08 Crore) and Profit After Tax (PAT) ofH296.76 Crore (previous year H286.62 Crore) registering a Year-on-Year increase of 3.84%8.91% & 3.42% respectively. During the year Company has made provisions for standardassets amounting to H0.40 Crore (previous year H2.10 Crore) provisions for Non-performingassets amounting to H0.69

Crore (previous year H20.00 Crore) provisions for Taxation and Deferred Tax Assetamounting to H172.77 Crore (previous year H144.89 Crore).

f) Reserves

For reserves during the year please refer statement of changes in equity for the periodended March 31 2019 forming part of Financial Statements 2019.

g) Dividend

Your Company has been paying dividends continuously. Your directors after giving dueconsideration to Capital Adequacy requirements deferred tax liability and the dividendpolicy are happy to recommend a dividend of H2/- per equity share (100%) for thefinancial year ended March 31 2019 for the 4th successive year. The amount ofdividend recommended for payment for the year under review is H26.63 Crore. The tax ondividends u/s.115-O of the Income Tax Act 1961 at about 20.56% (H5.47 Crore) [Previousyear 20.36% amounting to H5.42 Crore] is being paid to the Government by your Company. TheDividend Distribution Policy as required under regulation 43A has been provided asAnnexure-3 to this report and is also available on the weblink


Your Company has been continuously expanding its network of branches. Though ourpresence in Southern states is predominant new branches and satellite offices have beenopened in various parts of the country after examining the potential on the basis ofsurveys conducted.

During FY19 22 new branches were opened and 1 Satellite Office was upgraded toAffordable Housing Loan Centre (AHLC) for exclusively providing smaller ticket size Loansunder Credit Linked Subsidy Scheme (CLSS)(Pradhan Mantri Awas Yojana) Loans under UrbanHousing (LUH) and Loans under Rural Housing (LRH) schemes. As at the end of FY19 yourCompany has an expanded network of 189 outlets spread across 21 states comprising 154branches 21 AHLCs and 14 Satellite Offices.

During the FY20 your Company has plans to open 30 more branches / AHLCs (20 in the1st phase) taking the total number of outlets to about 200. The Branches of your Companyas well as the Registered Office are operating in spacious premises situated in good andaccessible localities with the objective of providing a pleasant environment and amenitiesto our customers.


All the branches and the Registered Office are linked through a core-banking platform(Integrated Business Suite) under the Application Service Provider (ASP) Model. TheCompany is in advanced phase for implementation of MPLS links for a higher bandwidth anddedicated uptime.

In order to improve operational efficiency your Company has embarked on technologyinitiatives like implementation of C-KYC (Central KYC) solution. The CKYC will act ascentralized repository of KYC records of customers in the financial sector with uniformKYC norms and inter-usability of the KYC records across the sector. Your Company haslaunched new website to make it interactive and more user friendly. Online GrievanceRedressal portal has been deployed in the new website. Your Company has introduced onlineApplication Module in its website and a customer portal to access account statements/certificates and online money transfer. Your Company also provides SMS alerts and missedcall facility to provide information on loan balances.

The Company has set up an in-house team of IT professionals drawn from reputedinstitutions / firms to enhance IT capabilities.


The Company continues to follow transparent fair and impartial practices encompassingall the customers across branches. Information related to our Company products schemesand charges are made available in the website of the Company. As per NHB directions theFair Practices Code (FPC) and Most Important Terms and Conditions (MITC) are regularlyupdated and uploaded in the Company's website for disseminating the information to ourcustomers clients and general public. The customer portal has been enabled to accessaccount statements certificates and online money transfer. As a customer friendlyinitiative under CSR activities our branches are providing tree saplings along with treepots and guards to customers. We have also provided cotton cloth bags to our customersacross the country through our branches in order to sensitise people and curb the use ofplastic.


a) Refinance from National Housing Bank (NHB) and borrowings from Banks

During the year your Company had availed fresh refinance amounting to H1000 Crore(previous year H90

Crore) under the NHB refinance scheme. The cumulative NHB borrowings as on March 312019 were H1971.22 Crore (previous year H2083.09 Crore) with the overall cost ofborrowing (including the loans under Rural Housing and Urban Housing Schemes) of 7.11%p.a.

Borrowings from Bank

During the year borrowings were diversified through a combination of short-term andlong-term loans considering the asset liability management position to derive the maximumbenefit of competitive interest rates. The lenders included State Bank of India LakshmiVilas Bank Federal Bank HDFC Bank and Corporation Bank apart from Canara Bank theprincipal bankers to the Company. The aggregate bank borrowings (term loans plusoverdraft) at the end of the financial year stood at H8855.86 Crore (previous yearH4635.74 Crore); the overall borrowings are within regulatory ceiling of 16 times of netowned funds.

The overall cost of borrowings from banks was 8.05% p.a. as on March 31 2019. Duringthe year the long-term ‘rating' of the Company for term loans was ‘[ICRA] AAA'(pronounced ICRA triple A) with a negative outlook signifying the highest degree of safetywith regard to the timely servicing of financial obligations. The rating has been revisedby ICRA as [ICRA] AA+ (Pronounced as ICRA Double A Plus) outlook stable signifying highdegree of safety regarding timely servicing of financial obligations. Such instrumentscarry very low credit risk. The rationale given for downgrade in credit rating is due tothe downgrade in credit ratings of the Company's principal shareholder (Promoter) viz.Canara Bank.

b) Debentures

(i) Secured Non-Convertible Debentures

The Company has not issued any Secured Redeemable Non-Convertible Non-CumulativeTaxable Debentures (SRNCD) during the year (previous year H1400 Crore).

The debentures were secured by way of a floating charge on the assets i.e. loanreceivables specifically earmarked for the purpose in favour of the Debenture Trustees.Most of the investors in these debentures comprised major insurance companies publicsector banks corporates PF Trusts & Funds and investors of repute indicating theirsafety perception in your Company's fundamentals and prospects.

The tenure of the outstanding debentures are range bound for two to five years. Theinterest on these debentures was serviced regularly. The aggregate borrowings by way ofSecured NCDs as on March 31 2019 was H3450.15 Crore (previous year H4898.27

Crore) while the overall cost was 7.92% p.a. The debentures were rated ‘IND AAA'(Outlook Negative) by India Ratings and Research Pvt. Ltd (FITCH) CARE AAA' (OutlookStable) by CARE Limited and ‘[ICRA] AAA' (Outlook Negative) by ICRA Limited. Therating has been revised by ICRA as [ICRA] AA+ (pronounced ICRA double A Plus). Outlookstable signifying high degree of safety regarding timely servicing of financialobligations. Such instruments carry very low credit risk. These debentures were listed onthe Wholesale Debt Market (WDM) segment of the National Stock Exchange of India Limited.

Your Company plans to raise Non- Convertible Debentures up to a maximum of H6000 Croresubject to cost benefit and asset liability management requirements and with the approvalof members at ensuing Annual General Meeting.

(ii) Unsecured Non-Convertible Debentures

During FY14-15 your Company had issued 8.94% Unsecured Non-Convertible Debentures inthe nature of Tier II Bonds aggregating H100 Crore for a tenure of 10 years. Thesedebentures are subordinated to present and future senior indebtedness of the Company andqualify as Tier II Capital under the National Housing Bank (NHB) guidelines for assessingCapital Adequacy Requirements. These Tier II Bonds were rated ‘IND

AAA' (Outlook Negative) long-term rating by India Rating & Research Pvt Limited(FITCH) CARE AAA' (Outlook Stable) by CARE Limited and ‘[ICRA] AAA' (OutlookNegative) by ICRA Ltd. The rating has been revised by ICRA as [ICRA] AA+ (pronounced ICRAdouble double A Plus). Outlook stable signifying high degree of safety regarding timelyservicing of financial obligations. Such instruments carry very low credit risk. YourCompany has serviced the interest on the above debentures on the due date.

The rationale for downgrade in credit rating given by ICRA is due to the downgrade incredit ratings of the Company's principal shareholder (Promoter) viz. Canara Bank. c)Commercial Paper

Your Company mobilises funds through commercial paper (CP) also. The outstanding at theend of the March 2019 was H2156.11 Crore (previous year H2075.62 Crore).

The effective cost of funds raised through CP was 7.76% p.a. The CP issued by yourCompany was rated at the maximum [ICRA] A1+ rating by ICRA Ltd. and CARE A1+' by CARELimited indicating ‘Instruments with this rating are considered to have very strongdegree of safety regarding timely payment of financial obligations'.

d) Deposits

During the year your Company accepted deposits of H142.56 Crore (Previous year H122.71Crore). The outstanding balance of deposits (including interest accrued but not due) asof March 31 2019 was H261.09

Crore (previous year H228.30 Crore). The rate of interest on public deposits rangedfrom 7.00% to 8.10% while the overall cost (average) of deposits was 7.74% p.a. as onMarch 31 2019.

As on March 31 2019 a sum of H19.94 Crore relating to 891 accounts of public deposits(H8.81 Crore as on March 31 2018 relating to 762 accounts) remained unclaimed/ overdue.Of this amount a sum of H5.75 Crore relating to 373 accounts (previous year H1.86 Crorerelating to 67 accounts) were claimed and renewed/settled upto May 15 2019. Your Companyhas not defaulted in repayment of deposits or interest during the year. The Company hascomplied with the requirements under Chapter V of the Companies Act 2013 to the extentapplicable.

During the year the deposit schemes of your Company have been rated ‘MAAA'(pronounced as M Triple A) with a outlook revised to stable from negative by ICRA

Ltd. indicating ‘highest credit- quality' and that the rated deposit programmecarried the lowest credit risk. Your Company being a housing finance Company registeredwith National Housing Bank (NHB) has complied with the Directions/Guidelines issued bythe NHB with regard to deposit acceptance and renewal. Your Company is exempted from theapplicability of the Companies (Acceptance of Deposits) Rules 2014.

e) Mortgage-backed securities

Your Company did not opt for securitisation during the year under review. There were nosecuritised assets outstanding as on March 31 2019.


a) Compliance with Directions/ Guidelines of National Housing Bank (NHB) and otherstatutes

Your Company adhered to the prudential guidelines for non- performing assets (NPAs) asper the National Housing Bank (NHB) Directions 2010 as amended from time to time. YourCompany complied with the guidelines and directions issued by NHB on withdrawal ofpre-closure charges for all loans. The Guidelines/ norms for asset classification ofcredit/ investments credit rating acceptance of deposits Fair Practices Code (FPC)Most Important Terms and Conditions (MITC) Customer Complaints Redressal Mechanism KnowYour Customer

(KYC) Anti-Money Laundering (AML) Guidelines Asset Liability Management CapitalAdequacy Ratio (CAR) norms Information Technology frameworks CERSAI and other relatedinstructions issued by the National Housing Bank (NHB) were implemented in letter andspirit with an explicit notification on the website of your Company to the extentapplicable.

During the year the NHB has issued new master circulars/ circulars for Housing FinanceCompanies relating to: (i) Circular No. NHB(ND)/DRS/REG/MC-07/2018 dated July 2 2018captioned "Master Circular- Housing Finance Companies Corporate Governance (NHB)Directions 2016".

(ii) Circular No. NHB(ND)/DRS/Policy Circular No.88/2017-18 dated April 16 2018 andCircular No. NHB (ND)/DRS/Policy Circular No.89/2017-18 dated June 14 2018 on"Implementation of Indian Accounting Standards (Ind AS)".

(iii) Circular No. NHB (ND)/DRS/Policy Circular No.92/2018-19 dated February 05 2019on "Guidelines on Reporting and Monitoring of Frauds in Housing FinanceCompanies".

Your Company has taken steps to comply with the requirements of all the applicableprovisions of the above circulars.

In terms of the Housing Finance Companies - Corporate Governance (NHB) Directions2016 the Company has given the Related Party Transactions Policy as Annexure 4 to thisReport.

Your Company has complied with requirements as per Para 29 of the Housing FinanceCompanies (NHB) Directions 2010 except for one instance detailed below: National HousingBank (NHB) vide its letter NHB(ND)/DRS/ APPEAL-1/17/A-744/2019 dated January 17 2019 hasimposed a penalty of H5900 ( inclusive of GST @ 18%) for alleged contravention of section32 of the NHB Act 1987 and the Fair Practice Code issued by NHB for which the Companyhas sent a reply and remitted the amount under protest.

During the year the NHB conducted regular inspection of your Company during August& September 2018 for the position as at March 2018. The compliance on theobservations were submitted within the prescribed time to the NHB which were reviewed bythe Audit Committee and the Board.

Your company has complied with other related statutory Guidelines/Directions asapplicable to the Company from time to time. Compliance of all Regulatory guidelines ofNHB/other statutes are periodically reviewed at Audit Committee and Board.

Your Company has complied with Indian Accounting Standards (Ind AS) as notified underthe Companies (Indian Accounting Standards) Rules 2015 and Companies (Indian AccountingStandard). Amendment Rules 2016 as applicable read with Section 133 of the Companies Act2013 and guidelines issued by National Housing Bank. As per NHB letter No.NHB(ND)/DRS/CRCELL/A-3187/2018 dated December 11 2018 the Company was advised to getregistered with National Consumer Helpline (NCH) as convergence partners through INGRAMsoftware. The Company has completed the registration process. As per National Housing BankCircular "NHB/ND/DR5/ Policy Circular No.90/2017-18" dated June 15 2018 IT

Strategy Committee has been constituted with Shri G Naganathan Independent Director asthe Chairperson Dy. Managing Director General Manager and Head of IT Dept. (AGM-IT) [asmembers of the Committee]. An expert from outside will be invited if need be. TheNational Housing Bank (NHB) vide its Policy Circular NHB(ND)/DRS/Policy CircularNo.92/2018-19 dated February 05 2019 issued Guidelines on reporting and monitoring ofFrauds in Housing Finance Companies. Your Company has taken steps to comply with therequirements of the applicable provisions of the above Guidelines.

b) IRDA Compliance

The Company is registered with IRDAI for carrying on the Insurance Agency Business forlife and has complied with the applicable requirments under Insurance Regulatory andDevelopment Act 1999 and IRDAI (Registration of Corporate Agent) Regulations 2015 asamended from time to time. c) Other Compliances

(i) The Company on April 04 2018 had obtained the Legal Entity IdentifierNo.335800EJ9Y3XDP5ZDH81 as required under the RBI Circular -No.RBI/2017-18/82


- DBR. No.BP.92/21.04.048/2017-18 dated November 02 2017 and as advised by NHB. TheRegistration has been renewed as required on an annual basis.

(ii) As required under Section 215 of the Insolvency and Bankruptcy Code 2016 theCompany has registered itself with National e-governance Services Limited (NeSL)authorized by IBBI obtained registration No.9160743937431514312 and an agreement isexecuted with NeSL on February 28 2019. (iii) As per the ROC letter No. ROCB/Co.No.8699/MSME

Notice/2019/3106 dated January 24 2019 received by the Company and MSME NotificationNo.S.O. 5621(E) dated November 02 2018 the Companies registered under the Companies Actwith a turnover of more than H500 Crore shall get themselves registered on the TradeReceivables Discounting System (TReDS) platform. The Company has got itself registered onTReDS Platform through Receivables Exchange of India Limited (RXIL) vide registrationNo.CA0000876.

(iv) As per RBI/2015-16/96 Master Circular No.15/2015-16 on Foreign Investment in Indiaand as per RBI/2017-18/194 A.P (DIR Series) Circular No.30 dated June 07 2018 on ForeignInvestment in India all types of Companies which have foreign investment are required toreport through FIRMS - Reporting in Single Master Form. For the purpose the Company hascompleted the registration process for Entity User on January 21 2019 and was issuedlogin credentials. The registration as Business User is in progress. (v) The Company hascomplied with all the applicable Regulations of SEBI (LODR) Regulations as amended fromtime to time and circulars notifications etc. issued by SEBI.


Your Company has complied with the requirements of the applicable provisions of theCompanies Act 2013 and related Rules during the FY 18-19. In accordance with Sec 134 (3)(a) of the said Act amended provision the provisional Annual Return in the prescribedformat has been made available on the website of the Company at The extract of Annual Return(MGT-9) is placed as Annexure 8. For more details regarding Compliances please refer theSecretarial Audit Report (Annexure 2).


The Capital Adequacy Ratio (CAR) of your Company as at March 31 2019 was 16.44%(previous year 19.56%). as against the Regulatory benchmark of 12% prescribed by theNational Housing Bank (NHB). [This has the impact of Term deposit amounting to H25700.42Lakh (matured on April 10 2019) held with Canara Bank which has been reduced forcomputation of Net owned funds. The Capital to Risk Assets Ratio (CRAR) withoutconsidering the aforesaid term deposit would have been 19.24% (Tier I Capital of 17.44%).]


Depreciation was calculated on the Written Down Value Method based on useful life inthe manner prescribed in Schedule II to the Companies Act 2013.


During the year Deferred Tax Asset (net) of H0.77 Crore (previous year H12.30 Crore)was considered to the Statement of Profit & Loss on account of various components ofasset & liabilities. The DTA outstanding at the end of the March 2019 was H24.00 Crore(previous year H23.24 Crore).



During the year your Company initiated action against 367 defaulting borrowers underthe Securitisation and Reconstruction of Financial Assets and Enforcement of SecurityInterest ("SARFAESI") Act 2002 and recovered H36.69 Crore (previous year H15.50Crore) from borrowers of Non-Performing accounts. Of this H9.27 Crore (previous year H6.69Crore) was recovered by way of sale of assets under SARFAESI. This apart H2.59 Crore wasrecovered in Written off accounts (Previous year H1.30 Crore).


The equity shares of the Company are continued to be listed on the BSE Limited (BSE)Mumbai and the National Stock Exchange of India Ltd. (NSE) Mumbai. The listing feepayable to these Stock Exchanges were paid before the due dates. The non-convertabledebentures issued on private placement are listed on National Stock Exchange of India Ltd.


The total number of employees of the Company was 792 (592 regular and 200 on contract)as on March 31 2019 as against 648 (594 regular and 54 on contract) as at the end of theprevious year.

To upgrade knowledge/skill of the employees select employees were deputed for trainingprogrammes/ seminars organised by the National Housing Bank and other reputedinstitutions. During the year training in credit information technology human relationscustomer service Grievance redressal finance taxation marketing fraud prevention andother topics of importance were imparted to employees and executives. Your Company has putin place a series of HR measures including promotions and appropriate reward schemes.Industrial relations in your Company continued to be cordial during the year.

Particulars of Employees:

During FY18-19 your Company had not employed anyone with a remuneration of H102 Lakhor more per annum nor had employed for a part of the year with a remuneration of H8.5 Lakhor more. The ratio of remuneration of each Director to the median of employeesremuneration and such other details as required under Sec 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and 2016 are furnished below: (i) The ratio of the remuneration ofManaging Director to the median remuneration of the employees (regular employees) of theCompany for the FY18-19 was 3.29: 1 (Non-executive directors and Independent Directors areeligible for sitting fee only).

(ii) The percentage increase in remuneration in the financial year under the headManaging Director was 7.33% (the remuneration of Managing Director is as per the ServiceRegulations of Canara Bank in terms of the resolution passed by the members at the GeneralMeeting for appointment in the Company).

The General Manager Chief Financial Officer and the Company Secretary are employees ofthe Company and the percentage increase in their remuneration was 7.53% 9.62% and 1.58 %respectively.

(iii) The percentage increase in the median remuneration of employees in the financialyear is 9.32%.

(iv) Apart from 592 permanent employees on the rolls of the Company there were 200employees on contract as on March 31 2019.

(v) Average% increase in remuneration of the employees other than managerial personnelas against that of Managerial remuneration was around 8.36% during the period underreview.

The Company affirms that the remuneration is as per the remuneration policy of theCompany.

The Company has a Policy on ‘Prevention of Sexual Harassment of Women atWorkplace' and matters connected therewith or incidental thereto covering all the aspectsas contained under the Sexual Harassment of Women at Workplace (Prohibition Preventionand Redressal) Act 2013. During FY18-19 no cases of sexual harassment were reported.

During the year "Equal Opportunity Policy" was drafted as per Section 21(1)of Rights of the Persons with Disabilities Act 2018 and same was approved by the Board inthis meeting held on January 23 2019.

The Company has laid down a Code of Conduct for Prevention of Insider Trading inaccordance with the requirements under the Securities and Exchange Board of India(Prevention of Insider Trading) Regulations 2015 and Companies Act 2013 with a view toregulate trading in Securities of the Company by its directors designated persons andemployees. The same is made available on the website of the Company. For related linkplease refer Annexure 9.


In terms of section 124 and 125 of the Companies Act 2013 the amounts (dividenddeposits etc. with interest) that remained unclaimed and unpaid for more than 7 yearsfrom the date they first became due for payment should be transferred to IEPF. As aninvestor-friendly measure your Company has been intimating the respective shareholders /depositors / investors to encash their dividend warrant/renew matured deposits or lodgetheir claim for payment of due if any from time to time and claims made are settled. Asper the statutory requirements the details of such amounts are made available on thewebsite of MCA-IEPF as well as on the Company's website. In order to receive promptpayment of dividend the members/ investors are requested to demat the shares held inphysical mode register bank account particulars opt for ECS facility registernomination and intimate change of address if any to the Company/ Depository Participantspromptly.

a) Unclaimed dividends

As at March 31 2019 dividends aggregating to H163.76

Lakh (previous year H152.18 Lakh) relating to dividends declared for the years FY11-12to FY17-18 (of which H30.36 Lakh related to dividend for the year 2018) had not beenclaimed by shareholders. As an investor friendly measure your Company has sent remindersto shareholders to lodge their claims and related particulars were provided in the annualreports each year as well as on the website of your Company. The dividend pertaining to2010-11 which remained unclaimed/unpaid amounting to H7.67 Lakh (in respect of 1966shareholders) was transferred to IEPF on September 20 2018 after the settlement ofclaims received from members in response to the individual reminder letters sent by yourCompany. The dividend pertaining to 2011-12 remaining unclaimed and unpaid amounting toH10.04 Lakh (in respect of 2135 shareholders) as on March 31 2019 would be transferredto IEPF during August 2019 after settlement of the claims received up to the date ofcompletion of seven years i.e. on August 08 2019.

b) Transfer of shares to IEPF Demat account

Investor Education and Protection Fund Authority (Accounting Audit Transfer andrefund) Amendment Rules 2017 was notified by the Ministry of Corporate Affairs (MCA) onOctober 13 2017. As per Rule 6 of the said Rules the shares in respect of whichdividend amounts have not been paid or claimed for 7 consecutive years are required to betransferred to ‘IEPF demat Account' of IEPF Authority. On verification of records ofunclaimed dividend amounts from 2005 to 2011 which have already been transferred to IEPFon lapse of 7 years (during 2012 to 2018 respectively) 7 shareholders had not claimeddividend for consecutive 7 years and their shares 4750 Nos. have been transferred to IEPFdemat account within the prescribed period and the details are provided on the website ofthe Company. For more details please refer ‘General Information to shareholders' inthis report. In terms of the above Rules three reminder letters were sent by the Companyto all the shareholders who had not claimed their dividends for a consecutive period of 7years informing that their shares will be transferred to IEPF suspense account on the duedate August 8 2019 if they do not place their claim for unclaimed dividend amountsbefore the Company. Your Company has provided the related details on its website(Investors page).

c) Unclaimed deposits

As required under Section 125 of the Companies Act 2013 the unclaimed and unpaiddeposits together with interest for the year 2010-11 amounting to H5.19 Lakh

(previous year H10.41 Lakh) that remained unclaimed and unpaid for a period of 7 yearswere transferred to IEPF during the year under review.


Since your Company is a housing finance Company and does not own any manufacturingfacility the requirement relating to providing the particulars relating to conservationof energy and technology absorption as per Sec 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 are not applicable.

Your Directors are pleased to inform that Solar Power systems and power saving lampshave been installed in 16 branches so far as a measure towards conservation of energy.Your Company has installed Solar-UPS in some of its branches. As a part of Save Greenefforts and leverage of technology a lot of paper work at branches and the RegisteredOffice has been reduced (also refer para 5).

During the year your Company did not earn any income or incur any expenditure inforeign currency/exchange other than payment of Dividend 2018 to NRIs on repatriationbasis to an extent of H26.34 Lakh through authorised dealers.


The Board of Directors made the following appointments/ re-appointments based on therecommendations of the Nomination Remuneration & HR Committee:

(1) Shri Shreekant M Bhandiwad DGM of Canara Bank was appointed as an additionalDirector and Whole-time Director (designated as Dy. Managing Director) by the Board w.e.fApril 28 2018 and the same was approved at the Annual General Meeting held on July 182018. (2) Dr. Yeluri Vijayanand was appointed as an Additional Director (Independent)w.e.f. August 29 2018 for a tenure of 3 years upto the conclusion of the Annual GeneralMeeting of the Company for the financial year 2020-21. (3) Shri Shankara NarayananSubramanian (S Subramanian) General Manager of Canara Bank was appointed as anAdditional Director (Non-executive Promoter) w.e.f. October 06 2018.

(4) Shri Debashish Mukherjee Executive Director of Canara Bank was appointed as anAdditional Director (Non-executive Promoter) w.e.f. March 12 2019.

(5) The tenure of Directorship of Shri G Naganathan in the Company will come to an endon the conclusion of the 32nd Annual General meeting of the Company scheduled to be heldon July 17 2019. Considering the knowledge expertise role and contributions of Shri GNaganathan Independent Director during the journey of growth of the Company over thelast 3 years Nomination Remuneration & HR Committee has proposed for hisre-appointment for a further period of three years i.e. upto the conclusion of the AnnualGeneral Meeting of the Company for the financial year 2022 in terms of Section 149(10) ofthe Companies Act 2013.

(6) The members had approved the appointment of Shri S K

Hota as Managing Director of the Company at the 29th AGM held on June 29 2016 witheffect from May 05 2016 for a tenure of 3 years and subject to further extension in theperiod of service if any by Canara Bank. In this regard the Bank has permittedextension of the term of deputation of Shri S K Hota General Manager of the Bank for afurther period of 6 months i.e. till October 10 2019 as a special case. Hence theBoard has recommended for his re-appointment/extension of tenure as Managing Director fora further period upto October 05 2019 to the members and for ratification of actionssince May 19


The directors had filed their consent(s) and declarations that they are notdisqualified to become directors in terms of the provisions of Companies Act 2013 andrelated

Rules. The directors have intimated to the Company that they are not holding any sharesor taken any loan(s) from the Company. The agenda relating to appointments /reappointments of Directors are provided in the Notice of the 32nd Annual General Meetingof the Company seeking approval from the members. The particulars relating to theDirectors and all other relevant information are provided in the explanatory statementforming part of the said Notice for the information of members.

(7) Smt. Bharati Rao Director (Non-Executive Independent) was elected as thechairperson of the Board w.e.f. July 19 2018. (8) Smt. Shamila M General Manager of theCompany was designated as Key Managerial Personnel (KMP) of the Company w.e.f. April 282018.

Resignation/Vacation of Office

1. The tenure of the Office of Shri K N Prithviraj the Non-Executive IndependentDirector and Chairperson of the Board and that of Shri T V Rao the Non-ExecutiveIndependent Director of the Company were completed on conclusion of the 31st AnnualGeneral Meeting of the Company held on July 18 2018. Hence cessed to be the director ofthe Company.

2. Shri S A Kadur Director (General Manager Canara Bank) has laid down his Office onattainment of superannuation w.e.f September 30 2018. In pursuance of the same he hastendered his resignation as Director (Non-executive Promoter Director) of the Company andhence cessed to be the director of the Company w.e.f October 01 2018.

3. Smt. P V Bharathi Non-executive Promoter Director of the Company has resigned fromthe Board of the Company w.e.f. February 01 2019 on her elevation and appointment as theManaging Director & Chief Executive Officer of Corporation Bank.

Retirement by rotation:

In terms of Section 152 and all other applicable provisions of the Companies Act 2013and the Articles of Association of the Company Shri. Shreekant M Bhandiwad Dy. ManagingDirector (Whole-time Director) retires by rotation at the ensuing Annual General Meetingand being eligible offers himself for re-appointment. The particulars relating to Shri.Shreekant M Bhandiwad Dy. Managing Director are provided in the Report of Directors onCorporate Governance. Your Directors recommend the re-appointment of Shri. Shreekant MBhandiwad as a Director without affecting his tenure and terms and conditions ofappointment as Whole-time Director in terms of Article 28 of the Articles of Associationof the Company. The agenda relating to re-appointment of Shri Shreekant M Bhandiwad Dy.Managing Director forms part of the notice convening the ensuing Annual General Meetingand all other relevant information as per SEBI Regulations are also provided in theexplanatory statement.


During the Financial year 2018-19 ten meetings of the Board of Directors were held andthe related details including that of various committees constituted by the Board aremade available in the Report of Directors on Corporate Governance forming part of theannual report placed before the members. Your Company has complied with all therequirements as applicable under Companies Act 2013 and related rules SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and also HFCs CorporateGovernance (NHB) Directions 2016 in relation to the Board of Directors and theCommittees of the Board.

Committees of the Board:

Currently the Board has seven Committees viz. the Audit Committee the NominationRemuneration & HR Committee the Corporate Social Responsibility Committee theStakeholders Relationship Committee the Risk Management Committee the ManagementCommittee and the IT Strategy Committee. The IT Strategy Committee was constituted duringFY 19 as per National Housing Bank (NHB) Circular "NHB/ND/ DR5/Policy CircularNo.90/2017-18" dated June 15 2018. A detailed note on the composition of the Boardand its Committees and other related particulars are provided in the Report of Directorson Corporate Governance forming part of this Annual Report.


In accordance with the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 and based on the information provided by the Management the Board ofDirectors report that:

(a) in the preparation of the annual accounts for the year ended on March 31 2019 theapplicable accounting standards had been followed along with proper explanation relatingto material departures if any; (b) the directors had selected such accounting policiesand applied them consistently and made judgements and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company for thefinancial year ended on March 31 2019 and of the profit and loss of the Company for thatperiod; (c) the directors had 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; (d) the directors had prepared the annual accounts on a goingconcern basis; (e) this being a listed Company the directors had laid down internalfinancial controls to be followed by the Company and that such internal financial controlsare adequate and were operating effectively and (f) the directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.

Declaration by Independent Directors:

The Independent Directors have given declarations to the Company in terms of Section149(7) and 149(8) of the Companies Act 2013 and Regulation 25(8) of SEBI (LODR)Regulations 2015 that they meet the criteria of independence as provided in Section149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI (LODR) 2015.

Code of Conduct:

In terms of Regulation 26(3) of the SEBI (LODR) Regulations 2015 all the members ofthe Board and Senior Management Personnel have affirmed compliance with the Code ofConduct of Board of Directors and Senior Management for the FY18-19. As required underSchedule V (D) of the said Regulations a declaration signed by the Managing Director& Chief Executive Officer of the Company stating that the members of the Board and theSenior Management Personnel have affirmed compliance of their respective Codes of Conductis an annexure to Corporate Goverance Report.


Your Company has constituted a Nomination Remuneration and HR Committee (NRC) of theBoard in terms of Section 178 of the Act Regulation 19 of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 and Para 3(II) of NHB CorporateGovernance (National Housing Bank) Directions 2016. This Committee identifies persons whoare qualified to become Directors of the Company. The appointment renewal reappointmentre-categorisation and/ or removal of the Directors so identified including extension orcontinuation of the term of appointment will be recommended by the NRC to the Board. ThisCommittee has also laid down the criteria to identify persons who may be appointed to thesenior management of the Company. The NRC has formulated the criteria for determiningqualifications positive attributes and independence of a Director carrying outevaluation of every Director's performance performance of the Board and that of theCommittees. The NRC Policy of the Company covering all the above aspects is made availableon the official website of the Company at in terms of Section 134(3) of theCompanies Act 2013. For web link please refer Annexure 9. The Board ensures the annualevaluation of the performance of the Board its Committees and of its individual directorsthrough the meeting of independent directors the NRC and evaluation by each of thedirectors independently.


Your Company constituted a Corporate Social Responsibility (CSR) Committee of the Boardas prescribed under Section 135 of the Companies Act 2013 and has put the CSR policy inplace. The Company has focussed in promoting education including special education andemployment in enhancing vocation skills especially among children. The other areas offocus are women empowerment by promoting gender equality setting up old age homeslivelihood enhancement projects for the elderly & the differently abled healthcaresector Conservation of Solar energy and Ecological balance. During the year the Companyalso worked in the environmental sustainability by planting trees/saplings.

As a well thought out strategy all CSR projects of the Company are executed throughour own branches with a view to inculcate a sense of social responsibility amongst thestaff. The total amount/ budget under CSR for the FY 2018-19 was H10.51 Crore (includingprevious year H3.30 Crore) out of which total amount spent under the CSR activities isH6.06 Crore. The unspent amount of H4.45 Crore has already been sanctioned during theyear however disbursement will be based on progress in the respective projects. A summaryof CSR details as on March 31 2019 is given below:

Activities undertaken No. of Beneficiaries Amount in Rupees
1 Construction/ repair & renovation of Schools/ Hostels 7 16798700
2 Desks & benches/ Tables/ Almirah/ Green Board/ Chairs etc. 32 8855728
3 Drinking water facility/ supply of other articles of necessity etc. 10 955956
4 Nali kali round tables/ chairs/ desk & benches/ drinking water facility etc. 13 5260763
5 Electrical & Electronic Items to schools 1 72100
6 Toilet Facility in schools 1 118200
7 Scholarship 3 580052
8 Equipment to hospitals 7 14867032
9 Equipment to old age home 4 1107251
10 Equipment to school 1 335000
11 Eradicating Hunger 3 7153333
12 School Bags/Stationery items etc. 2 225278
13 Solar Lighting System 3 2488580
14 Environmental Sustainability 1 1192270
15 Tree planting under Environmental protection/sustainability/saplings with tree guards/pots to the customers. 2 614240
Total 90 60624483


Your Company has constituted a Risk Management Committee with three directors and asenior executive of the Company. In terms of Section 134(3)(n) of the Act your directorswish to state that your Company has adhered to the Risk Management Policy. The abovepolicy was reviewed during the year. For weblink please refer Annexure 9.


Your Company strengthened existing internal control systems for loan reviews atperiodical intervals and introduced measures for minimising operational risks commensuratewith the nature of its business and size of operations. Further your Company has revieweddelegation of authorities and streamlined standard operating procedures for all areas ofits business/ operations/ functions strengthened the Offsite Transaction MonitoringSystem (OTMS) to track transactions/ early-warning signals across all branches byintroducing innovative monitoring tools.

The National Housing Bank conducts inspection of your Company on an annual basis.During the year the NHB conducted regular inspection of your Company in August/ September2018 for the position as at March 31 2018. The compliance on the observations weresubmitted within the prescribed time to the NHB which were reviewed by the AuditCommittee and the Board.

Your Company has also put in place a well- defined policy on Risk Based Internal Audit(RBIA) and as per the said policy all the 166 branches due for audit were audited in theFY18-19.

Apart from the RBIA considering the volume of business branches are also subjected toquarterly/ half yearly internal audit by empanelled audit firms. The Audit Committeereviewed the audit reports/remarks/ observations and replies/ compliances including thecompliance of KYC norms. Management Audit by Canara Bank was conducted during January2019 for the period January 2017 to December 2018.


As required under section 204 of the Companies Act 2013 and Rules thereof the Boardappointed M/s Kedarnath & Associates Practising Company Secretaries for conductingthe ‘Secretarial Audit' of the Company and for submission of the Annual ComplianceReport for the financial year 2018-19. The Secretarial Audit for FY18-19 was conducted asrequired u/s.204 of the Companies Act 2013 Regulation 24A of SEBI(LODR) Regulation 2015and SEBI Circular No. CIR/CFD/ CMD1/27/2019 dated February 08 2019 by S. Kedarnath FCSPractising Company Secretary and his team. In terms of Section 204(3) of the Act yourDirectors inform that there is a remark in the report i.e. "NHB vide its letterNHB(ND)/ DRS/APPEAL-1/17/A-744/2019 dated January 17 2019 has imposed a penalty of H5900 (inclusive of GST@18%) for alleged contravention of section 32 of the NHB Act 1987and the Fair Practice Code issued by NHB for which the Company has sent a reply andremitted the amount under protest". Other than above the report does not contain anyqualification reservation or adverse remark. The Secretarial Audit Report issued by thePractising Company Secretaries is enclosed to the Report of Directors (Annexure 2) interms of Section 134(3) (f) read with Section 204(1) of the Act.

In addition to the Secretarial Audit Report Secretarial Compliance report has alsobeen issued by the PCS as per the SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February02 2019 and the said report has been submitted to the Stock Exchanges.

Secretarial Standards

The Company complies with the mandatory Secretarial Standards i.e. SS-1 and SS-2 issuedby the Institute of Company Secretaries of India and has referred to Secretarial StandardsSS-3 and SS-4 for good governance.

Loans Guarantees or Investments:

There are no particulars of loans guarantees or investments made during the year interms of Section 186(1) and 186(2) of the Act requiring disclosure to be made in thereport of Directors as required under Section 134(3)(g) of the Act. In terms of Section186(11)(a) the requirement relating to the disclosure is not applicable to a loan madeguarantee given or security provided by a housing finance Company.

Related Party Transactions:

The particulars of contracts or arrangements with the ‘Related Parties' referredto in sub-section (1) of Section 188 of the Act are furnished in Note No.42 of the Notesforming part of the financial statements for FY18-19 forming a part of the Annual Report.The particulars of Related Party Transactions as required u/s sec 134(3)(h) in theprescribed format is attached to this Report as Annexure 7.


Pursuant to the provisions of Section 139 142 and all other applicable provisions ofthe Companies Act 2013 and rules made thereunder M/s. Varma & Varma CharteredAccountants (Firm Reg.No.004532S) were appointed by the members as the Statutory Auditorsof the Company to hold office from the conclusion of this 30th Annual General Meetinguntil the conclusion of the 35th Annual General Meeting subject to ratification bymembers every year as applicable at such remuneration and out-of-pocket expenses as maybe decided by the Board of Directors of the Company. Pursuant to the provisions of Section143(8) of the Companies Act 2013 and rules made thereunder the Members had authorisedthe Board of Directors to appoint any person(s) qualified for appointment as auditor(s) ofthe Company under Section 141 and all other applicable provisions of the Companies Act2013 as Branch Auditors for audit of any of the Branch of the Company present and futurefrom the conclusion of this Annual General Meeting until the conclusion of the 35th AnnualGeneral Meeting subject to ratification by members every year as applicable on suchterms and conditions including remuneration and out-of pocket expenses as may be decidedby the Board of Directors of the Company.

The requirement of placing the matter relating to such appointment for ratification bymembers at every annual general meeting has been dispensed with due to omission

47 of the first proviso to Section 139(1) by the Companies (Amendment) Act 2017effective from May 07 2018 as per the Notification issued by Ministry of CorporateAffairs Govt. of India [File No.1/1/2018-CL.I dated May 07 2018]. In view of the aboveM/s Varma & Varma Chartered Accountants (Firm Reg.No.004532S) appointed by themembers at the 30th Annual General Meeting for a tenure upto the conclusion of the 35thAnnual General Meeting will continue as the Statutory Auditors of the Company at suchremuneration and out-of pocket expenses as may be decided by the Board of Directors ofthe Company.

The Statutory Auditors' Report for the FY2018-19 does not contain any qualificationreservation or adverse remark.


In terms of Regulation 34(2) of the SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report forms partof this Annual Report.


As required under the Companies Act 2013 Regulation 34 read with Schedule V of theSEBI (LODR) Regulations 2015 and Housing Finance Companies Corporate Governance (NationalHousing Bank) Directions 2016 the ‘Report of Directors on Corporate Governance' forthe year FY18-19 is placed in this Annual Report. The said Report covers in detail theCorporate Governance Philosophy of the Company Board Diversity Directors appointment andremuneration declaration by Independent Directors Board evaluation familiarisationprogramme vigil mechanism etc. The Auditors Certificate on Corporate Governance isprovided with this report as Annexure 1.

Business Responsibility Report:

The SEBI (LODR) Regulations 2015 mandates inclusion of Business Responsibility Report(BRR) in the prescribed format as a part of the Annual Report for top 500 listed entitiesbased on the market capitalisation. In compliance with the said Regulations the BRR isprovided as a part of this Report as Annexure 6.

Board Evaluation:

In terms of Regulation 17(10) of the SEBI (LODR) Regulations 2015 read with the SEBICircular No. SEBI/HO/CFD/ CMD/ CIR/P/2017/004 dated January 05 2017 your Company has putin place the ‘Board and Director's Evaluation Policy' laying down a framework forevaluation of the Board its Committees and of the individual directors with definedattributes for evaluation. The Board has evaluated the performance of the independentdirectors including their independence criteria as specified in the said regulations andtheir independence from the management. The directors who were subject to evaluation didnot participate in their own evaluation. The results of the evaluation exercise will beshared with the Board in subsequent Board Meeting(s).


In recognition and support to the green initiative taken by the Ministry of CorporateAffairs (MCA) Government of India your Company is sending AGM notices annual reportscorrespondence with the stakeholders etc. to the respective e-mail IDs of stakeholders. Tofacilitate paperless banking initiatives taken by your Company include ECS / NACHfacility for repayment of loans streamlining the systems and procedures for reporting bythe branches and at the Registered Office through Integrated Business Suite (IBS)networking of branches with the Registered Office harnessing solar energy for lightingand computer operations in its 16 branches and the like. The usage of paper is minimised.

As in the previous years we continue to publish only the statutory disclosures in theprint version of the Annual Report. Electronic copies of the Annual Report Annual GeneralMeeting Notices and such other notices are being sent to all members whose e-mail addressare registered with the Company/ Depository participants. For members who have notregistered their e-mail address and to those who specifically request for physical copiesthe same are sent in the permitted mode. Through our CSR activities in the field of healthcare education and empowerment of the downtrodden we have strived to improve the livesof lakhs of our country men women and children. We have sanctioned H10.60 Crore for 103projects and spent H6.06 Crore towards the funding of life saving medical equipment andrenovation work in about 8 hospitals supply of books desks almirahs fans lights waterpurifiers and other necessary materials as well as repair work in about 68 schools acrossthe country. Scholarships have been provided to meritorious poor students. The funds werealso utilized for improving the lives of inmates in many old age homes rehabilitationcentres for the physically and intellectually disabled. CFHL also contributed to theAkshay Patra Foundation mid-day meal to 6150 children in Mangalagiri for 6 months.Saplings have been provided to our customers in all parts of the country. Cotton bags havealso been procured for distribution to our borrowers and public to discourage the use ofplastic.

30. OUTLOOK FOR 2019-20

The slew of measures announced by the Union Government in the Budget to boost housingparticularly PMAY loans will be a key factor in revival of the real estate market. YourCompany will intensify its lending under the Affordable Housing Loan Segment. We willcontinue our market expansion in potential locations and have plans to open about 30 newbranches during the current fiscal. We have also set the wheels in motion for thedistribution of general insurance products through corporate agencies to provide insuranceproducts to secure the health and assets of our customers.

Your Company is targeting a loan book size of H23000 Crore by March 2020. Lending tothe salaried class will continue to be our focus. However with the rising cost of fundsexpectations of borrowers for loans at lesser rates intense competition in the marketetc. margins are expected to remain under pressure. Your Company would continue itsendeavour for growth with quality. Your Company will safeguard and maintain the highstandards followed till date despite the innumerable hurdles that are inevitable in thedischarge of its functions.


Your Directors would like to thank Canara Bank the promoter for their continuoussupport. Your Directors would like to acknowledge the role of all its stakeholders viz.shareholders debenture holders CP holders depositors bankers lenders borrowersmerchant bankers insurance partners debenture trustees and all others for theircontinuous support to your Company and the confidence and faith that they have alwaysreposed in your Company. Your Directors acknowledge and appreciate the guidance andsupport extended by all the Regulatory authorities including National Housing Bank (NHB)Insurance Regulatory and Development Authority of India (IRDAI) Securities Exchange Boardof India (SEBI) Ministry of Corporate Affairs (MCA) Registrar of Companies Karnatakathe Stock Exchanges and the NSDL and CDSL.

Your Directors thank the Rating Agencies viz. ICRA CARE India Ratings & ResearchLtd. (FITCH) the Registrars & Share Transfer Agents Debenture Trustees and Trusteesof public deposits of your Company Government(s) local/ statutory authorities and allothers for their whole-hearted support during the year and look forward to their continuedsupport in the years ahead. Your Directors value the professionalism of all the employeeswho have proved themselves in a challenging environment and whose efforts have stood theCompany in good stead and taken it to present level.

For and on behalf of the Board of Directors

Sd/-Place: Bengaluru Bharati Rao

Date : May 22 2019 Chairperson