The Directors have pleasure in presenting the 31st Annual Report ofyour Company and the Audited Financial Statements for the year ended March 31 2021.
(` in Lakhs)
|PARTICULARS ||March 31 2021 ||March 31 2020 |
|Total Income ||124033 ||125491 |
|Less: Interest expenditure ||82287 ||94538 |
|Overheads ||27843 ||19113 |
|Depreciation & amortization ||448 ||613 |
|Profit Before Tax ||13455 ||11227 |
|Provision for Tax ||5211 ||4302 |
|Deferred Tax Assets ||(2313) ||2364 |
|Profit After Tax ||10557 ||4561 |
|Other Comprehensive Income ||(7) ||(82) |
|Total Comprehensive Income ||10550 ||4479 |
|Profit brought forward ||1160 ||3646 |
|Profit available for appropriation ||11710 ||8125 |
|IMPORTANT FINANCIAL RATIOS || || |
|PARTICULARS ||March 31 2021 ||March 31 2020 |
|Return on Net Worth (%) ||7.77 ||3.55 |
|Return on Total Assets (%) ||0.83 ||0.34 |
|Book Value per share (Rs.) ||252.14 ||234.55 |
|Earnings per share (Rs.) ||19.60 ||8.47 |
|Debt Equity Ratio (times) ||8.26 ||9.30 |
|Average cost of funds (%) ||7.16 ||8.07 |
|Average yield on advances (%) ||9.69 ||9.53 |
|Net Interest Margin (%) ||2.53 ||1.25 |
Your Directors recommend payment of dividend for the year ended March 31 2021 of ` 4/-per equity share of ` 10/- each (i.e. 40%). The total dividend outgo for the current yearwould amount to ` 21.54 crores as against ` 10.77 Crores in the previous year. Thedividend payout ratio for the current year will be 20.26% as against 23.61% of previousyear.
Consequent to amendment made in the budget 2020 DDT u/s. 115-O has been abolisheddividend paid on or after April 1 2020 attracts TDS under section 194 at the rate of 10%if the aggregate of the amounts of such dividend distributed or paid during the yearexceeds ` 5000/- to a shareholder being an individual for all other cases no thresholdlimit. However no TDS shall be deducted in case of any dividend payment to any InsuranceCompany and Mutual Fund specified u/s. 10(23D) of Income Tax Act. Moreover as per section195 of the Act TDS is required to be deducted at the rate of 20% plus surcharge onpayment of Dividend to Non-Resident. Dividend Distribution policy as required u/r. 43A ofSEBI (LODR) Regulations 2015 is available on the website of Company athttps://gichfindia.com/pdf/DIVIDEND%20DISTRIBUTION%20POLICY.pdf
HIGHLIGHTS OF BUSINESS PERFORMANCE
Income Profit Loan Approvals and Disbursements
Total income for the year under review is ` 1240 crores as against ` 1254.91 croresfor the year 2019-20. Profit before tax for the year ended is ` 134.55 crores and Profitafter tax for the year ended is ` 105.57 crores as against ` 112.27 crores and ` 45.61crores respectively for the previous year.
The Companys main thrust continues to be on Individual Loans. New loans approvedduring the year amounted to ` 1247 crores and loans disbursed during the year are ` 1239crores as against ` 1849 crores and ` 1790 crores respectively for the previous year.The Retail Loan portfolio as at March 31 2021 stood at ` 12339 crores as compared to `12822 crores for the previous year. During the year under review your Company has madeimpairment of financial instruments (provisioning) to the extent of ` 185.17 crores asagainst ` 99.70 crores provided for in the FY 2019-20.
Your Company takes every effort to tap the appropriate source of funding to minimizethe weighted average cost of funds. Your Company has mobilized resources through thefollowing sources:
A. Term Loans from Banks and Insurance Companies
Your Company has borrowed fresh long term loans of ` 1285 crores from banks during theyear as compared to ` 2475 crores during the previous year. The aggregate of term loansoutstanding as at the end of the financial year stood at` 8093 crores as against ` 8939crores as at the end of the previous year.
B. Refinance from National Housing Bank (NHB)
With the continued support of National Housing Bank (NHB) your Company availedrefinance amounting to ` 116 crores during the year under review as against ` 150 croresin the previous year. The refinance facility outstanding as on March 31
2021 is ` 1823 crores as against ` 2064 crores as at the end of the previous year.
C. Short term Loan and Commercial Papers
During the FY 2020-21 your Company has raised resources by issuing Commercial Papersand also resorted to short term borrowings from the banks and the total outstanding amountas on March 31 2021 is ` 797 crores. Yourcompanyaffirms that there has been no deviationor variation in the utilization of proceeds of Commercial Papers from the objects statedin offer document.
D. Non-Convertible Debentures
Your Company has issued Secured Non-Convertible Debentures (NCDs) of ` 495 Croresas on March 31 2021 on private placement basis (Previous year was Nil"issue/outstanding/redemption). Your Company has created charge in favor of DebentureTrustee on outstanding value of NCDs and is also maintaining appropriate Asset Cover. Yourcompany is having sufficient liquidity to honour all the payment obligations w.r.t.interest payment and principle re-payment on outstanding NCDs. Your company affirms thatthere has been no deviation or variation in the utilization of proceeds of NCDs from theobjects stated in offer document.
AMOUNTS TRANSFERRED TO RESERVES
The Company has transferred ` 45.70 crore to Special Reserve u/s 36(1)(viii) of theIncome-Tax Act 1961 and an amount of ` 39 crore to General Reserve.
CAPITAL ADEQUACY RATIO (CAR)
The Company has been maintaining the Capital Adequacy Ratio (CAR) above the minimumrequired level prescribed by National Housing Bank (NHB) / Reserve Bank of India (RBI)from time to time. The CAR prescribed for the present is 14%. The Capital Adequacy Ratioof the Company as at March 31 2021 is 19.53% as against 17.11% as at March 31 2020.
CHANGE IN THE NATURE OF BUSINESS (IF ANY)
There were no fundamental changes in the business of the Company during the financialyear ended on March 31 2021.
CORPORATE AGENCY BUSINESS (IRDAI REGISTRATION NO.: CA0651)
Your Company have been issued Certificate of Registration (Registration no. CA0651) toact as Corporate Agent (Composite i.e for Life & Non-Life Insurance) by InsuranceRegulatory and Development Authority of India (IRDAI).
In carrying the business of Corporate Agency your company have tied up withKotak Mahindra Life Insurance Company Ltd. ("KLI") "FutureGenerali India Life Insurance Company Ltd. ("FGLI")" and "Aditya BirlaSun Life Insurance Company Ltd. ("ABSLI")" for getting insurance cover onthe life of the borrower to the extent of the "Outstanding Home Loan" and withTATA AIG General Insurance Company Limited for getting insurance cover on the health ofborrowers. The said "Group Life/Health Cover(s)" are optional and the Companyarranges this insurance on request from the borrower. These schemes ensure protection tothe families of the borrower in case of un-expected eventualities like untimely death ofborrower due to accident or natural death or critical illness. Your Company is gettingCommission from the Insurance Companies for the Insurance Business Sourced to them at therates as permitted by IRDAI and details of the same are available at Notes to Accountssection of the Annual Report.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY COVID-19 Pandemic andits Impact on the Company:
The Covid-19 pandemic has impacted most economies and banking systems globallyincluding India. The nation-wide lockdown in April-May 2020 substantially impactedeconomic activity. The easing of lockdown measures subsequently led to gradual improvementin economic activity and progress towards normalcy. These developments resulted inregulatory measures like moratorium on payment of dues and standstill in assetclassification to mitigate the economic consequences on borrow etc. It also resulted inincrease in provisioning reflecting higher actual and expected additions to non-performingloans following the cessation of moratorium and asset classification standstill. Thecurrent second wave of Covid-19 pandemic where the number of new cases has increasedsignificantly in India has resulted in re-imposition of localised/regional lockdownmeasures in various parts of the country. The impact of the second wave on theCompanys results remains uncertain and dependent on future developments which areoften outside of the Companys control and accordingly actuals may differ from theestimates used in the preparation of the financial statements on the reporting date.
The impact including credit quality and provision of the Covid-19 pandemic oncompany is uncertain and will depend on the spread of Covid-19 the effectiveness ofcurrent and future steps taken by the governments and central bank to mitigate theeconomic impact steps taken by the company and the time it takes for economic activitiesto return to pre-pandemic levels. The Companies capital and liquidity position is strong.
AGM of your Company is scheduled to be held on September 27 2021 which is in line withstatutory time lines as provided under the provisions of the Companies Act 2013 and/orany other laws for the time being in force as may be applicable to the Company.
Your Company had received rating from CRISIL and ICRA for its various borrowingprogrammes as follows:
For Commercial Paper programmes of ` 1500 crores as A1+.
For Fund Based Long Term Loan Programme of ` 100 crores as AA+ STABLE.
For Non-Convertible Debentures Borrowing Programme of ` 505 crores AA+ STABLE.
For Commercial Paper (`1500 crores)/ short term loan (` 1000 crores) programmes of `2500 crores as A1+.
As per the Basel-II requirements - For Fund Based Long Term Loan Programme of ` 12500crores as AA+ (Negative).
For Non-Convertible Debentures Borrowing Programme of ` 550 crores as AA+ (Negative).
INSURANCE COVERAGE TO BORROWERS
Your Company had taken "Special Contingency Insurance" with The New IndiaAssurance Company Ltd. which covers the borrowers of your Company as under:
Personal Accident Insurance: Personal accident (death only) risk cover free of cost tothe borrowers up to an amount of outstanding loan at any particular point of time duringthe term/ tenure of the housing loan.
Mortgaged Property Insurance: The property acquired out of loan for and up to anextent of the outstanding loan amount covered free of cost against fire earthquake andallied perils affecting the mortgaged property.
No new Branch(s) were opened during the year under review. The total number of Officesas on March 31 2021 are 75. Your Company is focusing on brand building measures togenerate general awareness and improve the brand image of the Company.
HUMAN RESOURCES & INDUSTRIAL RELATIONS
The ratio of remuneration of each Director to the median of employeesremuneration and such other details as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are furnished below :
1. Ratio of remuneration of each Director to the median employeesremuneration for FY 2020-21
The ratio of the remuneration of Managing Director to the median remuneration of theemployees of the Company for the FY 2020-21 was 3.45:1 Independent Directors are eligiblefor sitting fee only. The details of sitting fee paid to the Directors for the meetings ofBoard and Committees are given in the Corporate Governance Report of the Company.
2. Percentage increase in the remuneration of each Director and Key ManagerialPersonnel in FY 2020-21
The percentage increase in remuneration in the financial year for the Managing Director& CEO was 7.72%. The other KeymanagerialpersonneloftheCompanyaretheChiefFinancialOfficer and the Company Secretary andthe percentage increase in their remuneration was 7.37% and 8.02% respectively.
3. Percentage increase in the median remuneration of employees in FY 2020-21
The percentage increase in the median remuneration of employees in the financial yearwas 10.26%
4. Number of permanent employees on the rolls of company
The work force strength of Your Company as on March 31 2021 is 319.
5. Average percentile increase already made in salaries of employees other thanManagerial personnel in last Financial Year and its comparison with the percentileincrease in Managerial Remuneration
Average % increase in remuneration of the employees other than managerial personnel inthe last financial year was 10.26% and that of Managerial remuneration was 7.72% duringthe period under review.
The average increase in the remuneration of both the managerial and non-managerialpersonnel was determined based on the Annual Performance Evaluation Interviews and alsobased on the HR policy as approved by the Board of Directors.
There were no exceptional circumstances which warranted an increase in managerialremuneration which was not justified by the overall performance of the Company. TheCompany affirms that the Company.
The Board has appointed M/s. Makarand M. Joshi & Co. Practicing CompanySecretaries as Secretarial Auditor of your Company for the financial year 2020-21. TheSecretarial Audit Report for the financial year ended March 31 2021 is annexed as AnnexureA to this report. The Secretarial Audit Report does not contain any qualificationreservations or adverse remark.
SECRETARIAL COMPLIANCE REPORT
In terms of SEBI Circular no. CIR/CFD/CMD1/27/2019 dated February 08 2019 SecretarialCompliance Report issued by M/s. Makarand M. Joshi & Company CompanySecretaries is annexed as Annexure B. Secretarial Compliance Report does notcontain any qualification reservation or adverse remark.
In terms of Section 139 of the Companies Act 2013 ("the Act") and theCompanies (Audit and Auditors) Rules 2014 M/s. M. P. Chitale & Company CharteredAccountants (Firm Registration No. 101851W) was appointed as Statutory Auditors of theCompany for one term of 5 consecutive years from the conclusion of the 29thAnnual General Meeting till the conclusion of 34th Annual General Meeting ofthe Company.
As per RBI Circular dated April 27 2021 relating to Guidelines for Appointment ofStatutory Auditors for Banks & NBFCs (including HFCs) the Auditor(s) of theseentities shall be appointed for a continuous period of 3 years and thereafter saidAuditor(s) needs to observe cooling off period of 6 years.
Your Company being a Housing Finance Company is subject to RBI circular dated April 272021 and accordingly M/s. M. P. Chitale & Co. Chartered Accountants i.e. StatutoryAuditors of the Company shall hold the office for a period of 3 years from their originaldate of Appointment i.e. from September 19 2019 to September 18 2022.
STATUTORY AUDITORS REPORT & FRAUD REPORTING (IF ANY)
The notes on financial statements referred in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification adverse remark or disclaimer and do not call for furthercomments. During the year under review there were no incident of fraud(s) were detectedand reported by statutory auditors under section 143(12) to the Central Government.
COST RECORDS & COST AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under theprovisions of Section 148(1) of the Companies Act 2013 are not applicable for thebusiness activities carried out by the Company.
MEETINGS OF THE BOARD
Board met 7 (Seven) times during the year. For further details pleaserefer report on Corporate Governance.
COMMITTEES OF THE BOARD & ITS MEETINGS
Composition of the various Committees of the Board including Audit CommitteeStakeholders Relationship Committee and Nomination and Remuneration Committee along withtheir terms of reference and details of their meetings during the year are disclosed inCorporate Governance Report of the company which forms part of the Annual Report.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNELS
Details of Directors & KMPs appointed or ceased during the year are as follows:
|Sr. No. Name of Director(s) ||Category ||Effective Date ||Mode of Appointment/ Cessation |
|Appointment(s) || || || |
|1 Smt. S. N. Rajeswari ||Additional Director (Non-Executive) ||September 12 2020 ||Appointed by Board |
|2 Shri Prafulla P. Chhajed ||Additional Director (Independent) ||March 12 2021 ||Appointed by Board |
|3 Smt. Rani Singh Nair ||Additional Director (Independent) ||March 12 2021 ||Appointed by Board |
|Cessation(s) || || || |
|1 Shri V. Ramasamy ||Independent Director ||December 18 2020 ||Completion of 2 terms |
|2 Shri Kamlesh S. Vikamsey ||Independent Director ||December 18 2020 ||Completion of 2 terms |
|3 Smt. Mona Bhide ||Independent Director ||December 18 2020 ||Completion of 2 terms |
|4 Smt. S. N. Rajeswari ||Non-Executive Director ||March 2 2021 ||Resignation due to VRS from Promoter Company |
|5 Smt. Neera Saxena ||Managing Director & CEO ||March 31 2021 ||Resignation due to Elevation in |
| || || ||Promoter Company |
Details of Directors appointed or ceased from the end of year till the date of adoptionof Directors Report are as follows:
|Sr. No. Name of Director(s) ||Category ||Effective Date ||Mode of Appointment/ Cessation |
|1 Smt. G. Shobha Reddy ||Additional Director & Managing Director & CEO ||April 12 2021 ||Appointed by Board |
|2 Shri Anjan Dey ||Additional Director (Non-Executive) Non-Executive Director ||April 12 2021 August 3 2021 ||Appointed by Board Resignation due to elevation in |
|3 Smt. Suchita Gupta ||Additional Director (Non-Executive) ||August 11 2021 ||Promoter Company Appointment by Board |
DETAILS OF APPOINTMENT AND RE-APPOINTMENT OF DIRECTORS
Shri Prafulla P. Chhajed and Smt. Rani Singh Nair was appointed as Additional Directors(Independent Directors) Shri Anjan Dey and Smt. Suchita Gupta as Additional Directors(Non-Executive Directors) and Smt. G. Shobha Reddy as Additional Director & ManagingDirector & CEO upto the conclusion of this 31st AGM of the Company and theyoffer themselves for appointment as Independent Directors Non-Executive Directors andManaging Director & CEO respectively. Your Company has received notice(s) in writingfrom shareholder(s) as per section 160 of the Companies Act 2013 for theirappointment(s).
In terms of Article 138 of the Articles of Associations of the Company read withapplicable provisions of Section 152 of Companies Act 2013 two third of the totalstrength of the Directors of the Company are liable to retire by rotation and one third ofthem are required to retire every year and if eligible may seek re-appointment at theAnnual General Meeting.
Accordingly Shri Atul Sahai (DIN No. 07542308) Director is due to retire by rotationand being eligible offers himself for reappointment.
None of the Directors of the Company are disqualified from being appointed as Directorsas specified in Section 164 of Companies Act 2013. The Board of Directors recommends forthe appointment of the above named Directors. We also place a Certificate (as AnnexureC) from Smt. Kumudini Bhalerao Partner at M/s. Makarand M. Joshi & Co.Practicing Company Secretaries regarding Non-disqualification of Directors from beingappointed for the office of Director in our Company.
Your Independent Directors (Including Directors Appointed during the year) meet all thecriteria of Independence as provided in Section 149(6) of Companies Act 2013 read withrules made thereunder and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
Your Directors recommend re-appointment and appointment of above Directors and therelated resolutions on the subject are included in the notice convening the 31stAnnual General Meeting of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
All the Independent Directors have given declaration 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) Regulations2015. There has been no change in the circumstances affecting their status as IndependentDirectors of the Company. They also confirm their Compliance with the Companies Code ofConduct for Directors and Compliance with Code of Conduct for Independent Directors asspecifies under schedule IV of the Companies Act 2013 and the said declarations &confirmations have been placed to the Board and same is noted by the Board of Directors inits meeting held on April 12 2021.
All the Independent Directors of the Company are persons of integrity expertise andexperience and have completed their registration in the databank maintained by IICA.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The details of familiarization program for Independent Directors is available on thewebsite of the Company at the link - https://gichfindia.com/pdf/Familiarisation-Programme-for-Independent-Directors.pdf
STATEMENT FOR FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE ITSCOMMITTEES AND INDIVIDUAL DIRECTORS
Our Company has prescribed required parameters to evaluate the performance of the Boardand its Committees. It is always recognized that the Board comprises appropriatelyqualified and professional people with broad range of experience. While evaluating theperformance of the individual Director it is always seen the Knowledge to perform theirrole; time and level of participation; performance of duties and level of oversight; andprofessional conduct and independence etc.
The performance evaluation of the Directors and Committees of the Directors wascompleted for the year. The performance evaluation of the Chairman Non-ExecutiveDirectors and Independent Directors was carried out by the Board and Nomination andRemuneration Committee. The Board of Directors expressed their satisfaction with theevaluation process.
RELATED PARTY TRANSACTIONS AND POLICY ON IT
Your Company has framed Policy on Related Party Transactions pursuant to SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 which annexed as AnnexureD to the Directors Report. The said policy is also available on the website ofthe Company at https://gichfindia.com/pdf/RELATED-PARTY-TRANSACTION-POLICY-JULY-2016.pdf
The particulars of contracts or arrangements with related parties referred to inSection 188(1) of the Companies Act 2013 in the prescribed Form AOC 2 have been enclosedas Annexure E to the Directors report which is having NIL Report.
CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY U/S 135 OF COMPANIES ACT 2013
In compliance with Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 the Company has establishedCorporate Social Responsibility Committee and statutory disclosures with respect to theCSR Committee and a report on CSR expenditure is annexed as Annexure F to thisreport. The CSR policy of the Company is available on the website athttps://gichfindia.com/pdf/CSR-Policy.pdf
NOMINATION AND REMUNERATION POLICY
The Board of Directors has framed a policy which lays down a framework for selectionand remuneration of Directors Key Managerial Personnels (KMPs) and SeniorManagement of the Company. The Nomination and Remuneration policy is available on thewebsite at https://gichfindia.com/pdf/NOMINATION-AND-REMUNERATION-POLICY-JULY-2016.pdf ofthe Company and also enclosed as Annexure G.
BUSINESS RESPONSIBIITY REPORT
As per Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 The Annual Report of top 1000 listed entities based on MarketCapitalization shall contain Business Responsibility Report (BRR).Accordingly Business Responsibility Report is enclosed as Annexure H toDirectors Report.
EXTRACT OF ANNUAL RETURN AS PER SECTION 92
Annual Return is available on the website of the company under the HeadDisclosure at https://gichfindia.com/Shareholders%20Information%20Disclosures%20and%20Complainces.html
The Board of Directors of the Company has formed a Risk Management Committee to frameimplement and monitor the risk management plan for the Company. The Committee isresponsible for monitoring and reviewing the risk management plan and ensuring itseffectiveness. The Audit Committee has additional oversight in the area of financial risksand controls. The major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The developmentand implementation of risk management policy has been covered in the Management Discussionand Analysis Report which forms part of this report. Your Company has also appointedChief Risk Officer to assess mitigate and report the potential Risk to the Company.
During the financial year 2020-21 Share Capital structure of your company remainunchanged and there were neither new issue of shares to existing shareholders or newshareholders by way of Public issue or Private Placement or otherwise nor to theemployees/ Directors by way of ESOPs or Sweat Equity Shares as the case may be.
Your Company has not accepted any fixed deposits and as such no amount of Principal orinterest was outstanding as of Balance sheet date.
As a conscious and vigilant organization your Company has established proper vigilancemechanism for its Directors and employees to report concerns about unethical behaviouractual or suspected fraud or violation of the Companys code of conduct or ethicspolicy. The Company has framed Whistle Blower Policy and the same is uploaded at thewebsite of the Company https://gichfindia. com/pdf/Whistle%20Blower%20Policy.pdf
DISCLSOURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
Your Company is committed to provide and promote safe and healthy environment to allits employees without any discrimination. The Internal Complaints Committee is constitutedin compliance with the provisions of Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Act 2013. During the year under review there was no casefiled.
|Number of Complaints filed during the financial year 2020-21 ||NIL |
|Number of Complaint disposed off during the financial year 2020-21 ||NIL |
|Number of Complaint pending as on end of the financial year 2020-21 ||NIL |
The Auditors Certificate on Corporate Governance issued by the Shri Makarand M. Joshiof M/s. Makarand M. Joshi & Co. (Secretarial Auditors) of the Company forthe year under review as required under Companies Act 2013 and in pursuance of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed to theReport of the Directors on Corporate Governance. Your Company has been complying with theprinciples of good Corporate Governance over the years. The Board of Directors supportsthe broad principles of Corporate Governance. In addition to the basic governance issuesthe Board lays strong emphasis on transparency accountability and integrity.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Management Discussion and Analysis Report forms part ofthis report.
DECLARATION BY MANAGING DIRECTOR & CEO
Based on the declaration received from the Directors & Senior Management for thecompliance of "Code of Conduct for Directors and Senior Management" as approvedby the Board of the Company MD & CEO hereby declare that all the Directors and SeniorManagement have complied with the said Code of Conduct for Directors & SeniorManagement for FY 2020-21 and said code of conduct is available on the website of theCompany at https://gichfindia.com/pdf/CODE-OF-CONDUCT-FOR-DIRECTORS-SENIOR-MANAGEMENT.pdf
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND EXPENDITURE
Since the Company does not own any manufacturing facility the particulars relating toconservation of energy and technology absorption as required to be furnished under Section134(m) of Companies Act 2013 are not applicable.
The Company did not earn any income in foreign currency during the year under reviewand also not incurred any expenses in foreign currency.
PARTICULARS OF LOANS GUARANTEES SECURITY AND INVESTMENT UNDER SECTION 186 OF COMPANIESACT 2013
Your Company being a housing finance Company is exempted from the applicability of therequirements of section 186 of the Companies Act 2013 except for the requirements asmentioned under sub-section (1) of section 186 of the Act.
PARTICULARS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES
Pursuant to Board approval for investment in incorporation of Subsidiary Companyduring the year under review your company has incorporated on January 27 2021 a whollyowned subsidiary company named as GICHFL Financial Services Private Limited for businesspurpose which will become operational from FY 2021-22 onwards. Apart from this there wereno other companies which have become or ceased to be the subsidiaries joint ventures orassociate companies of your Company.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL IMPACTING GOING CONCERN STATUS OF THE COMPANY (IF ANY)
During the year under review there were no any Significant / Material orders have beenpassed by any Regulators or Courts or Tribunals which affect the going concern status ofyour Company.
RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY OR FOR RECEIPT OFCOMMISSION/REMUNERATION FROM ITS HOLDING OR SUBSIDIARY (IF ANY)
Your Company has only 1 (one) whole time Director i.e. Managing Director.All the payments made to Managing Director are disclosed in Corporate Governance Report ofthe Company.
DEMATERIALISATION OF SHARES AND LISTING AT STOCK EXCHANGES
As per the Securities & Exchange Board of India ("SEBI") directives thetransactions of the Companys shares must be compulsorily in dematerialised form.Your Company has signed an agreement with the Central Depository Services (India) Limited(CDSL) and National Securities Depository Limited (NSDL) fortransaction of shares in dematerialised form. Shareholders holding shares in physical formare requested to convert their holdings into dematerialised form. Out of 53851066equity shares 53545323 equity shares are in dematerialised form (53529628 sharesas on March 31 2020) which is 99.43% (99.41% as on March 31 2020) of the total shares ason March 31 2021. The equity shares of the Company continue to be listed on BSE Ltd. andThe National Stock Exchange of India Ltd. The Annual Listing fees for the year 2021-22were paid to these Stock Exchanges well in advance. Your Company has listed itsNon-Convertible Debentures & Commercial Papers on BSE Ltd.
UNCLAIMED DIVIDEND TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)
In terms of the provisions of the Companies Act 2013 the amount (dividends) thatremained unclaimed and unpaid for more than 7 years from the date become first due forpayment shall be transferred to IEPF (Fund). Your Company has been intimating theshareholders to lodge their claim for payment due if any from time to time by sendingIndividual Reminder Letters Newspaper publication website disclosures etc. and any suchclaims after due verifications have been settled. This information is being mentioned inthe Annual Reports every year. In spite of constant and sincere efforts to pay theunclaimed dividend to the respective shareholders certain amount of dividend stillremains unclaimed.
Unclaimed/Unpaid dividend relating to FY 2012-13 amounting to ` 1877090/- which hasnot been claimed by shareholders has been transferred to Investor Education andProtection Fund (IEPF) during the month of October 2020. In terms of the provisions ofSection 124(6) of the Companies Act 2013 and Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Amendment Rules 2017 Company isrequired to transfer the shares in respect of which dividend remains unpaid and unclaimedfor a period of seven consecutive years to the Investor Education and Protection Fund(IEPF) Suspense Account. We have transferred total 12518 no. of equity shares to IEPFduring the year and as on March 31 2021 total no. of 147735 shares stands in the nameof IEPF Authority.
DIRECTORS RESPONSIBILITY STATEMENT
The Board of Directors hereby confirms that:
a. In the preparation of Annual Accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures.
b. We have selected such Accounting Policies and applied them consistently and madejudgments and estimates that are reasonable and prudent to give a true and fair view ofthe state of affairs of the Company as at the end of March 31 2021 and of the profit/Loss of the Company for the year ended on that date.
c. We have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities.
d. We have prepared the annual accounts on a going concern basis.
e. We have laid down internal financial controls to be followed by the Company and suchinternal financial controls are adequate and were operating effectively.
f. We have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The Directors thank the valued customers shareholders for their goodwill patronageand support.
The Directors acknowledge with gratitude the valuable and timely advice guidance andsupport received from the Promoter(s) namely General Insurance Corporation of India (GICRe) The New India Assurance Company Ltd. National Insurance Company Ltd. The OrientalInsurance Company Ltd. and United India Insurance Company Limited.
The Directors also thank the National Housing Bank for their support and continuedrefinance assistance Banks CP holders NCD holders for their Short Term & Long termfunding support. The Directors also thank the Security Exchange Board of India (SEBI);Stock Exchanges; Depositories; Ministry of Corporate Affairs (MCA); Insurance Regulatory& Development Authority of India (IRDAI); Reserve Bank of India (RBI); Credit RatingAgencies; Government(s) local/ statutory authorities; Registrar and Share Transfer agentand the Auditors of the Company for their continued support. Your Directors express deepcondolence to the 3 employees who lost their lives due to COVID-19 pandemic.
The Directors place on record their deep appreciation of the valuable contribution ofthe members of the staff at all levels for the progress of the Company during the year andlook forward to their continued cooperation in realization of the corporate goals in theyears ahead.
|For and on behalf of the Board of Directors ||For and on behalf of the Board of Directors |
|Sd/- ||Sd/- |
|G. Shobha Reddy ||Devesh Srivastava |
|Managing Director & CEO ||Non-Executive Director & Chairman |
|Place: Mumbai || |
|Date: August 11 2021 || |