Your Directors are pleased to present the 28th Annual Report of the Company togetherwith the Audited Financial Statements for the year ended 31st March 2018.
|SUMMARISED FINANCIAL RESULTS: || ||Amt. in lakhs |
|Particulars ||2017-18 ||2016-17 |
|Total Income ||1669.86 ||586.01 |
|Total Expenditure ||567.23 ||273.74 |
|Profit Before Depreciation ||1102.63 ||312.27 |
|interest and Tax || || |
|Less: Depreciation ||29.48 ||7.07 |
|Less :Interest ||666.82 ||165.15 |
|Tax ||109.87 ||41.01 |
|Net Profit/(Loss) After Tax ||296.47 ||99.04 |
The Company is registered with National Housing Bank and governed by NHB norms. The NetNPA of the Company as on 31st March 2018 is 2.09%. The Company has disbursed 1852 loanproposals during this year amounting to Rs. 151.14 Crs. The total portfolio as on 31stMarch 2018 stands at Rs. 177.93 Crs.
TRANSFER TO RESERVES:
The Company has transferred Rs. 9432173 to Special Reserves under Sec 36(1)(viii) ofIncome Tax Act 1961 for the financial year 31st March 2018 as per Audited financialstatements.
The Authorized Share Capital of the Company is Rs. 250000000 (Rupees Twenty Five Crores only) divided into 25000000 shares of Rs. 10/- each
The Paid up share Capital of the Company is Rs. 142817550 (Rupees Fourteen CroresTwenty-Eight Lakhs Seventeen Thousand Five Hundred and fifty only) divided into14281755 equity shares of face value of Rs. 10/- each.
The Board of Directors recommend dividend at the rate of Rs. 0.20 per equity share (FVof Rs. 10 each) for the year ended 31st March 2018. The dividend on shares is subject tothe approval of the shareholders at the Annual General Meeting scheduled on 31st August2018. The total dividend (including Dividend Distribution Tax) payout works out to 11.60%of the net profit for the results.
As on 31st March 2018 the Company held no deposit in any form from anyone. There wereno deposits held by the Company as on 31st March 2018 which were overdue or unclaimed bythe depositors. For the present the Board of Directors has resolved not to accept anydeposit from public.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(3) read with Schedule Part V of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 is presented in a separate Annexure -Iforming part of the Annual Report.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There was no change in the nature of business of the Company during the year.
MATERIAL CHANGESAND COMMITMENT IFANYAFFECTING THE FINANCIAL POSITION OF THE COMPANY:
During the year under review there was a material change in accounting policy which isaffecting the financial position of the Company. Ancillary cost incurred on borrowing isamortised over tenure of the Loan as opposed to being expensed upfront per earlier yearpolicy. Ancillary cost of INR 186.87 lakhs incurred on borrowing is amortised over tenureof Loan. Year to date amortisation is Rs. 21.56 lakhs.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As on 31st March 2018 the Board of Directors of the Company comprised of 8 Directors.The Board consists of two Independent Directors one Woman Independent Director three NonExecutive Director (including two Nominee Directors) and two Executive Directors.
Following are the changes that took place in the year 2017-18
|NAME OF ||DESIGNATION ||APPOINTMENT/ ||DATE OF EVENT |
|DIRECTOR/KMP || ||RESIGNATION/CHANGE IN || |
| || ||DESIGNATION || |
|1. Vasudevan ||ADDITIONAL ||Resignation ||21/04/2017 |
|Ramaswami ||INDEPENDENT DIRECTOR || || |
|2. Harshita Jagwani ||ADDITIONAL WOMAN INDEPENDENT DIRECTOR ||Appointment ||26/04/2017 |
|3. Divya Jain ||CS (KMP) ||Resignation ||02/07/2017 |
|4. Bharat Gangani ||CS (KMP) ||Appointment ||11/07/2017 |
|5. Govinder Singh ||ADDITIONAL INDEPENDENT DIRECTOR ||Appointment ||11/07/2017 |
|6. Krunal Shah ||CFO (KMP) ||Resignation ||28/07/2017 |
|7. Pandurang Kadam ||CFO (KMP) ||Appointment ||28/07/2017 |
|8. Harshita Jagwani ||WOMAN INDEPENDENT DIRECTOR ||Change in Designation ||17/08/2017 |
|9. Govinder Singh ||INDEPENDENT DIRECTOR ||Change in Designation ||17/08/2017 |
|10. Bharat Gangani ||CS (KMP) ||Resignation ||13/11/2017 |
|11. Radhika Tibrewala ||CS (KMP) ||Appointment ||05/01/2018 |
|12. Radhika Tibrewala ||CS (KMP) ||Resignation ||28/02/2018 |
NUMBER OF MEETINGS OF THE BOARD:
The Board met 8 times during the financial year the details of which are given in theCorporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received necessary declaration from each independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015.
The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:
1. They are not promoters of the Company or its holding subsidiary or associateCompany;
2. They are not related to promoters or Directors in the Company its holdingsubsidiary or associate Company.
3. The Independent Directors have / had no pecuniary relationship with Company itsholding subsidiary or associate Company or their promoters or Directors during the twoimmediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Director has or had pecuniary relationshipor transaction with the Company its holding subsidiary or associate Company or theirpromoters or Directors amounting to two per cent or more of its gross turnover or totalincome or fifty lakh rupees or such higher amount as may be prescribed whichever islower during the two immediately preceding financial years or during the currentfinancial year;
5. Independent Director neither himself nor any of his relatives-
(i) holds or has held the position of a Key Managerial Personnel or is or has beenemployee of the Company or its holding subsidiary or associate Company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;
(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of
(A) A firm of auditors or Company secretaries in practice or cost auditors of theCompany or its holding subsidiary or associate Company; or
(B) any legal or a consulting firm that has or had any transaction with the Companyits holding subsidiary or associate Company amounting to ten percent or more of the grossturnover of such firm;
(iii) Holds together with his relatives two percent or more of the total voting powerof the Company; or
(iv) is a Chief Executive or Director by whatever name called of any Non ProfitOrganization that receives twenty-five percent or more of its receipts from the Companyany of its Promoters Directors or its holding Subsidiary or Associate Company or thatholds two percent or more of the total voting power of the Company;
6. Independent Director possesses such qualifications as may be directed by the Board.
7. The Company & the Independent Directors shall abide by the provisions specifiedin Schedule IV of the Companies Act 2013.
SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board Evaluation Framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual Directors. The Schedule IV of theCompanies Act 2013 states that the performance evaluation of Independent Directors shouldbe done by the entire Board of Directors excluding the Director being evaluated.
The evaluation of all the Directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The Board approved the evaluation results ascollated by the Nomination and Remuneration Committee.
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review the performance of the Board & Committees andIndividual Director(s) based on the below parameters was satisfactory:
(i) Some Directors had attended all the Board meetings while some Directors wereoccasionally absent with leave of absence.
(ii) The remunerations paid to Executive Directors are strictly as per the Company andindustry norms.
(iii) The Independent Directors received sitting fees.
(iv) The Independent Directors contributed significantly in the Board and committeedeliberation and business and operations of the Company and subsidiaries based on theirexperience and knowledge and independent views.
(v) The Credit Policy Loan Policy and compliances were reviewed periodically;
(vi) Risk Management Policy was implemented at all critical levels and monitored by theInternal Audit team who places report with the Board and Audit Committee.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant to the provision of Section 149 (8) of the Companies Act 2013 read withSchedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the Independent Directors of the Company held their meeting on 30thMarch 2018 and reviewed the performance of Non-Independent Directors and the Board as awhole including the Chairperson of the Company views expressed by the Executive Directorsand Non-Executive Directors at various level and evaluated/quantified the qualityquantity and timeliness of flow of information between the Company Management and theBoard and expressed satisfaction.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive non executive andIndependent Directors to maintain the independence of the Board and separate its functionsof governance and management. As on 31st March 2018 the Board consists of 8 members. Outof which one is the Managing Director and one is Whole Time Director.
The policy of the Company on Directors appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under Sub section (3) of Section 178 of the Companies Act 2013 are dulyadopted. We affirm that the remuneration paid to the Directors is as per the terms laidout in the Nomination and Remuneration Policy of the Company.
INDEPENDENT DIRECTOR INDUCTION AND TRAINING POLICY:
The Schedule IV of the Companies Act 2013 and SEBI (Listing Obligation andRequirements) Regulations 2015 mandates the Listed Companies to familiarize IndependentDirector with the Company inter alia; nature of the Industry in which Company operatesits business models roles rights and responsibilities of the Independent Director.
The Company provides suitable training to the Independent Director to familiarize themwith the Company their role nature of the Industry in which the Company operatesbusiness model of the Company etc
COMMITTEES OF THE BOARD:
Currently the Board has five Committees: 1) Audit Committee 2) Nomination andRemuneration Committee 3) Stakeholders Relationship Committee 4) Risk ManagementCommittee 5) Credit Committee
A detailed note on the Board and its Committees is provided under the CorporateGovernance Report that forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to the Section 178 of the Companies Act 2013 the Company has set up aNomination and Remuneration and Stakeholders Relationship Committee. A detailed note onthe composition of the Committees is provided in the corporate governance report sectionof this Annual Report.
The Key Features of the Policy of the said committee are as follows:
For Appointment of Independent Directors (ID):
a. Any person who is between the age of 25 years and below 75 years eligible to becomeIndependent Director(ID);
b. He has to fulfill the requirements as per section 149 of the Companies Act 2013read with Regulation 25 of SEBI ( Listing Obligation and Disclosure Requirement )Regulation 2015 ;
c. Adhere to the code of conduct as per Schedule IV to the Companies Act 2013;
d. Strictly adhere to the Prohibition of Insider Trading Regulation of the SEBI andProhibition of Insider Trading policy of the Company;
e. Independent Director should have adequate knowledge and reasonably able tocontribute to the growth of the Company and stakeholders;
f. Independent Director should be able to devote time for the Board and other meetingsof the Company;
g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and
The Stakeholders' Relationship Committee of the Board is constituted in compliance withthe provisions of Section 178 of the Companies Act 2013 and Regulation 20 of the SEBIListing Regulations.
Terms of Reference of the Stakeholders' Relationship Committee is as follows:
a. To redress the complaints of the members and investors related to transfer andtransmission of securities non receipt of annual reports dividends and other securitiesrelated matter; b. To review the requests/complaints received by the Registrar and ShareTransfer Agent from the
Members relating to transfer transmission consolidation replacement of sharecertificates issue of duplicate certificates and dematerialisation of securitiescertificates;
c. To review the certificates and reports submitted by the Company to the StockExchanges under the
SEBI Listing Regulations;
d. To observe the quarterly status of the number of shares in physical as well asdematerialised form;
e. To review the periodicity and effectiveness of the share transfer process statutorycertifications depository related issues and activities of the Registrar and ShareTransfer Agent;
f. To monitor and resolve/redress the grievances of Security Holders i.e. MembersFixed Depositors or Debenture Holders or Commercial Paper Investors or any other Investorsof the security/ies issued by the Company;
g. To recommend measures for overall improvement in the quality of investors services;
h. To oversee and ensure the compliances under the Investor Education and ProtectionFund
Authority (Accounting Audit Transfer and Refund) Rules 2016;
i. Any other function as may be stipulated by the Companies Act 2013 SEBI StockExchanges or any other regulatory authorities from time to time.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3)(c) and Section 134(5) of the Companies Act 2013 theBoard of Directors of the Company hereby confirms that:
(a) in the preparation of the accounts for the financial year ended 31st March 2018;the applicable accounting standards have been followed along with proper explanationrelating to material departures;
(b) appropriate accounting policies have been selected and applied consistently andjudgments and estimates made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;
(c) proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of Act have been taken for safeguarding the assets of theCompany and for preventing and detecting frauds and other irregularities;
(d) the annual accounts have been prepared on a going concern basis;
(e) internal financial controls to be followed by the Company had been laid down andsuch internal financial controls are adequate and were operating effectively; and
(f) proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
RISK MANAGEMENT POLICY:
1. The Company has developed Risk Management Policy mainly covering the following areasof concerns on the international currencies front volatility of exchange rate is a not amatter of concern for the Company as we are only dealing in INR in all our transactions.No foreign exchange is involved in any of our transactions.
2. With the emergence of future Government policies covering the real estate andhousing finance industry concern for the industry has been substantially reduced. Theexact impact of this will be assessed in due course of time.
3. Audit Committee of the Company monitors on an ongoing basis liquidity interestrate and funding risks to which the Company is susceptible. Liquidity risk is caused by anasset-liability mismatch resulting from a difference in the maturity profile of the assetsand liabilities.
4. A credit risk is the risk of default on a debt that may arise from a borrowerfailing to make required payments. Certain credit norms and policies are being followed byyour Company to manage credit risk.
5. Interest rate Risk is the risk that arises from fluctuating interest rates Furtherto ensure that exposure on fluctuations in interest rates is kept within acceptablelimits. Your Company follows prudent policy to mitigate the same.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In terms of the provisions of Section 177(9) of the Companies Act 2013 the Companyhas implemented a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any in staying true to our values of Strength Performanceand Passion and in line with our vision of being one of the most respected companies inIndia and the Company is committed to the high standards of Corporate Governance andstakeholder responsibility. It provides for adequate safeguards against victimization ofemployees who avail of the mechanism and also provides for direct access to the Chairmanof the Audit committee in exceptional cases. The Whistle Blower Policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwill be meted out to any person for a genuinely raised concern.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairperson of the Audit Committee.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies of the Company.
Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented toBoard.
M/s. K. A. Sinha & Co. Chartered Accountants is the Internal Auditor ofthe Company.
At the Annual General Meeting held on 17th August 2017 M/s. G.P. Kapadia &Co. Chartered Accountants were appointed as Statutory Auditors of the Company tohold office till the conclusion of the Annual General Meeting to be held in the calendaryear 2018.
As per Section 139 of the Companies Act 2013 as the previous period of appointment ofStatutory Auditor has expired; the appointment of the auditors for further period shall bedone at this Annual General Meeting. Accordingly the appointment of M/s. G. P. Kapadia& Co. Chartered Accountants as statutory auditors of the Company is recommendedto the shareholders.
In this regard the Company has received a Certificate from the Auditors to the effectthat if they are reappointed it would be in accordance with the provisions of Section 141of the Companies Act 2013.
The Auditors have not made any qualification to the financial statements. Their reportson relevant notes on accounts are self-explanatory and do not call for any comments underSection 134 of the Companies Act 2013.
SECRETARIAL AUDITORS AND THEIR REPORT:
At the board meeting held on 20th July 2018 M/s. Vikrant Sutrave & Associates.practicing Company Secretary was appointed to conduct the Secretarial Audit of the Companyfor the financial year 2017-18 as required under Section 204 of the Companies Act 2013and Rules there under to fill the vacancy caused due to resignation of M/s. Ulhas Shetty& Co. Practicing Company Secretary. The Secretarial Audit Report for F.Y. 2017-18 isattached as Annexure-II to this Board's Report.
The Board has re-appointed M/s. Vikrant Sutrave & Associates. Practicing CompanySecretary as Secretarial Auditor of the Company for the financial year 2018-19.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:
There are no orders passed by the regulators or courts or tribunals impacting the goingconcern status and Company's operations in future.
CONSERVATION OF ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
The relevant information pertaining to conservation of energy technology absorptionforeign exchange earnings and outgo as prescribed under section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are set out hereinbelow:
a) Conservation of Energy
Your Company being a Housing Finance Company its activities are not energy intensive.However your Company has taken adequate measures for conservation of energy whereverrequired.
b) Technology Absorption
Your Company being a Housing Finance Company its activities do not require adoption ofany technology. In another step towards strengthening its competitive edge your Companyis integrating the best technology practices in collaboration with leading IT serviceproviders. Your Company is expanding technology landscape through advanced technologysolutions. During the year Company has purchased Omni fin Software to support Loanprocessing management and record maintenance.
c) Foreingn Exchange
During the year under review there were no Foreign Exchange Earnings & the ForeignExchange outgo.
RELATED PARTY TRANSACTIONS/CONTRACTS:
The Company has Related Party Transaction Policy for the purpose of identification andmonitoring of such transactions. All related party transactions are placed before theAudit Committee for approval. Prior omnibus approval of the Audit Committee is obtained onan annual basis which is reviewed and updated on quarterly basis.
Pursuant to the Section 134(3)(h) of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014 the particulars of contract or arrangement entered intoby the Company with related parties referred to in Section 188(1) in Form AOC-2 isattached as Annexure-III to this Board's Report.
The details of such related party transactions are available in the Notes to theFinancial Statements section of the Annual Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Loans Guarantees and Investments covered under section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
HUMAN RESOURCES MANAGEMENT:
We take this opportunity to thank employees at all levels for their dedicated serviceand contribution made towards the growth of the Company. The relationship with theemployees of the Company has continued to be cordial.
To ensure good human resources management at the Company we focus on all aspects ofthe employee lifecycle. During their tenure at the Company employees are motivatedthrough various skill-development training engagement and volunteering programs.
As per provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014managerial remuneration is fixed and it is shown at Annexure-IV to this Board's report.
EXTRACT OF ANNUAL RETURNS:
Pursuant to the Section 134 (3) (a) of the Companies Act 2013 the details formingpart of the extract of the Annual Return is Form MGT-9 is Annexure-V.
A Report on Corporate Governance along with a Certificate from M/s. Vikrant Sutrave& Associates (practicing Company Secretary) regarding compliance with theconditions of Corporate Governance as stipulated under Regulation 27 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 forms part of this Report asAnnexure-VI to this Board's Report..
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:
The Company has in place a Policy on Prevention against Sexual Harassment in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. The Stakeholder Relationship (SRP) redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy. The Company has not received any complaint under thispolicy during the 2017-18.
BANK AND FINANCIAL INSTITUTIONS:
Directors are thankful to National Housing Bank and the bankers of the Company fortheir continued support to the Company.
Your Directors convey their sincere thanks to the Government National Housing BankBanks Shareholders and Customers for their continued support extended to the Company atall times.
The Directors further express their deep appreciation to all employees for commendableteamwork high degree of professionalism and enthusiastic effort displayed by them duringthe year.
|On behalf of the Board of Directors |
|Sd/- ||Sd/- |
|Mahesh Narshibhai Pujara ||Harshita Jagwani |
|Managing Director ||Independent Director |
|(DIN: 01985578) ||(DIN: 07797684) |