You are here » Home » Companies » Company Overview » Indiabulls Housing Finance Ltd

Indiabulls Housing Finance Ltd.

BSE: 535789 Sector: Financials
NSE: IBULHSGFIN ISIN Code: INE148I01020
BSE 00:00 | 21 Sep 1061.90 -94.60
(-8.18%)
OPEN

1156.50

HIGH

1188.40

LOW

752.00

NSE 00:00 | 21 Sep 1062.15 -97.10
(-8.38%)
OPEN

1166.00

HIGH

1189.25

LOW

765.65

OPEN 1156.50
PREVIOUS CLOSE 1156.50
VOLUME 1048865
52-Week high 1439.40
52-Week low 752.00
P/E 11.92
Mkt Cap.(Rs cr) 45,311
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1156.50
CLOSE 1156.50
VOLUME 1048865
52-Week high 1439.40
52-Week low 752.00
P/E 11.92
Mkt Cap.(Rs cr) 45,311
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indiabulls Housing Finance Ltd. (IBULHSGFIN) - Director Report

Company director report

Dear Shareholders

Your Directors have pleasure in presenting the Thirteenth Annual Reporttogether with the audited statement of accounts of the Company for the financial yearended March 31 2018.

Financial Highlights

The financial highlights of the Company for the financial year endedMarch 31 2018 are as under -

Amount (in Rs)

Particulars Year ended March 31 2018 Year ended March 31 2017
Profit before Depreciation and amortisation expense 46170515557 37014925722
Less: Depreciation and amortisation expense 269656957 207100504
Profit before Tax 45900858600 36807825218
Less: Total Tax expense 10235618503 8383998238
Profit for the Year 35665240097 28423826980
Add: brought forward balance 4721910742 1133086433
Add: Transitional Adjustment on account of Interest Rate Swaps - 121991338
Amount available for appropriation 40387150839 29678904751
Appropriations:
Interim Dividend paid on Equity Shares (Rs 41.00 Per Share 17442036536 11421235467
(Previous Year Rs 27.00 Per Share))
Corporate Dividend Tax on Interim Dividend paid on Equity Shares 3550788237 2318905265
Transferred to Reserve III (Reserve U/s 36(1)(viii) Considered as eligible transfer 4400000000 3350000000
to Special Reserve U/s 29C of the National Housing Bank Act 1987)
Transferred to Reserve I (Special Reserve U/s 29C of the National Housing
Bank Act 1987) 2733048019 2334765396
Transferred to Additional Reserve (U/s 29C of the National Housing Bank Act 1987) 1500000000 2500000000
Transferred to General Reserve 2200000000 1330000000
Transferred to Debenture Redemption Reserve 3322257094 1702087881
Balance of Profit Carried Forward 5239020953 4721910742

KEY FINANCIAL HIGHLIGHTS: FY17-18 (Consolidated)

Particulars FY 17-18 FY 16-17
Total Revenues (Rs crore) 14640.4 11701.7
NII (Rs crore) 5785.3 4767.6
PAT (Rs crore) 3847.4 2906.4
EPS (Rs) 90.51 68.80
CRAR% (Standalone) 18.61 18.28

FINANCIAL AND OPERATIONAL HIGHLIGHTS Rating Upgrades

During the year the Company's rating was upgraded to the highestlong-term credit rating of AAA by CRISIL a Standard & Poor's company and ICRA aMoody's company.

The Company now enjoys the highest long-term credit rating of AAA fromall four leading credit rating agencies in India - CRISIL ICRA CARE and BrickworkRatings.

Business Update

In FY 2017-18 the Company's balance sheet size crossed Rs130000 crore to close the year at Rs 131903 crore.

The Company continues to be focused on mid-income affordable housingand propelled by the growth in this segment the Company's total loan assets grew to

Rs 122578 crore up 34.3% from Rs 91301 crore as at the end of FY2016-17.

Total sold down loan assets stood at Rs 12418 crore at the end of FY2017-18. Sell down increases the Company's operational flexibility enabling efficientutilization of capital and is also RoE accretive.

The Company's cost to income ratio declined to 12.5% for FY 2017from 13.3% for the previous year. Increasing -18 share of home loans through the onlineeHome Loan platform will further hasten the decline in cost to income ratio.

During the year the Company sold about one-third of its holding inOakNorth Bank booking a profit of Rs 543 crore.

The Profit after Tax of the company for the year 2017-18 stood at Rs3847 crore growing 32.4% over Rs 2906 crore for the year 2016-17. The profit includedone-off gains of

Rs 543 crore from sale of stake in OakNorth Bank.

Indiabulls Digital Home Loans Platform and ISO Certifications

The Company plans to launch a comprehensive ‘Indiabulls DigitalHome Loan Platform' in the second half of FY 2018-19. The platform aims to:

– Provide a single app for customers to apply for and manage theirhome loan

– Provide real time loan approvals by integrating with a creditscoring engine

– Bring developers and channel partners onto the platform toimprove operational efficiency for all stakeholders

– Open up cross-sell opportunities through social mediaintegration and big-data analytics

– Improve efficiency of self-employed underwriting through accessto GST data

The Digital Home Loans Platform aims to have the following definiteoperational impact:

– Vastly improved customer experience through reduced TAT and easeof access

– Enhanced productivity and operating efficiencies

– Share of self-employed segment maintained

– Increased customer engagement and touch points

– Reduced developer working capital cycles

– Enhanced DSA productivity and earning opportunities

The above in turn will lead to specific financial outcomes:

– Long-term sustained loan book growth: 20% - 25%

– S ustained earnings growth: 20% - 25%

– Increased fee generation: 2%+ from present 1.6% of disbursals

– Reduced credit costs: <= 0.50% of loan assets

– Low cost-to-income ratio: < 8.0%

– Greater developer loyalty: 20% more loans/project

The k customer facing departments and workflow ey process are ISOcertified ensuring superior and standardized customer experience.

– ISO 10002:2014 - Customer care and complaint resolution

– ISO 9001:2015 - Lending Operations; credit underwriting;administration; human resources and Corporate Secretarial

– ISO 14001:2015 - Environmental management services

– ISO 27001:2015 - IT infrastructure operations networkoperations data centre application development and maintenance

Stable Asset Quality

Gross non-performing loans as at March 31 2018 amounted to Rs 948crore. This is equivalent to 0.77% of the portfolio.

Net non-performing loans as at March 31 2018 amounted to Rs 420 crore.This is equivalent to 0.34% of the portfolio.

The Company has a prudent approach to creating loan provisions andcarries total provisions across standard assets provision sub-standard asset provisionsand counter-cyclical provisions of Rs 1758 crore.

Total provision to gross NPAs was 185%.

An e xperienced underwriting team and the in-house sourcing andcollection teams ensure control over loan sourcing credit appraisal and portfolioquality.

Strengthening Liability Profile

During the year the Company was upgraded to AAA by CRISIL a Standard& Poor's company and ICRA a M oody's company. With these upgrade IBHFL hasattained the highest long term credit rating of AAA from all four leading rating agenciesin India. The highest AAA ratings enjoyed by the Company have reduced the cost of newborrowings and has also enabled the Company to refinance the existing debt at lowerrates.

Total borrowings of the Company grew by 29% to Rs 110 cr 257 at theend of FY 2017-18 from ore Rs 85301 crore at the end of FY 2016-17.

The Company has issued Rs 2750 crore of Tier II Bonds which forms partof Tier II capital. During 2017-18 the

Company issued India's first Social Affordable Housing

Offshore (Masala) Bonds amounting to Rs 315 crore. A total of Rs 1540crore of Social Affordable Housing Bonds were issued in FY 18.

In J 2018 the Company raised USD 240 Mn through une the ECB route froma Syndicate of banks in Singapore

Korea J and Taiwan. The Company was also able to apan refinance USD250 Mn of existing ECBs.

In k with eeping IBHFL's philosophy of maintaining adequate andhealthy levels of liquidity the Company had Rs 16535 crore of liquid funds in the formof cash cash equivalent and investment in liquid schemes of mutual funds.

Through the year the Company expanded its lender base and b the end ofFY 2017-18 the Company has 507 strong y relationships: 21 PSU banks 22 Private andForeign banks and 464 M Funds Provident Funds Pension Funds utual

Insurance Companies and others.

Bank Borrowings

As on M 31 2018 the Company's outstanding bank loans arch stoodat Rs 41711 crore vis--vis Rs 34659 crore as on March 31 2017 Bank .borrowings'contribution to funding mix continued its downward trajectory with only 25% of totalfunding coming from bank term loans. The Company's bank borrowings continue to enjoya rating of AAA signifying the highest degree of safety regarding timely servicing offinancial obligations. AAA rated instruments carry lowest credit risk.

Debentures and Securities

FY 2017 saw a marked shift in the Company's funding -18 sourceswith debentures and securities contributing 61% of the Company's incremental fundingfor the fiscal year. This represents a source of stable long term regular recurring andexpanding source of funds.

As at M 31 2018 the Company's consolidated outstanding archborrowings from debentures and securities stood at Rs 65619 crore vis--vis Rs 48048crore as at March 31 2017. The Company's secured NCDs have been listed on theWholesale Debt Market segment of NSE / BSE and have been assigned ‘AAA' r fromICRA CARE and Brickwork Ratings and ating CRISIL.

As at M 31 2018 the Company's outstanding subordinated arch debtand perpetual debt stood at Rs 4571 crore and Rs 100 crore respectively. The debt issubordinate to present and future senior indebtedness of the Company and has been assignedthe ‘ AAA' r by ICRA CARE and Brickwork Ratings and ating

CRISIL. Based on the balance term to maturity as at March 31 2018 Rs4375.73 crore of the book value of subordinated and perpetual debt is considered as TierII under the guidelines issued by the Reserve Bank of India (RBI) and National HousingBank (NHB) for the purpose of capital adequacy computation. There are no NCDs which havenot been claimed by the investors or not paid by the Company after the date on which theNCD became due for redemption.

Regulatory Guidelines / Amendments

National housing Board (NHB) is the regulator for housing financecompanies. Also the Company has to comply with Reserve Bank of India norms. In accordancewith this the Company is in compliance with all regulations pertaining to AccountingStandards Prudential norms for asset classification income recognition provisioningcapital adequacy and credit ratings.

Risk Management Framework

As a housing finance Company the Company is exposed to various riskslike credit risk market risk (interest rate and currency risk) liquidity risk andoperational risk (technology employee transaction and reputation risk). To identify andmitigate these risks the Company has an effective Risk

Management Control Framework that has been developed encompassing allthe above areas.

IBHFL has a Risk Management Committee (RMC) that comprises of itsdirectors and members of its senior management team who have rich experience in theindustry in various domains. The RMC met multiple times during the year and kept an activewatch on the emergent risks the Company was exposed to. The Company has a robust mechanismto ensure an ongoing review of systems policies processes and procedures to contain andmitigate risk that arise fr time to time. IBHFL has a process in place for om conductingaudits of various processes to ensure 100% adherence. The Company also has a system forevaluating Grievance Redressal Mechanism and undertaking complete Root Cause Analysis(RCA) to ensure recurring grievances are avoided in future leading to improved customerservice standards. Continuous evaluation of existing controls and requisiteimprovement/strengthening based on the assessment is carried out to contain these risks.The Company encourages sound risk management culture within the organization.

Codes and Standards

The Company adheres to the Fair Practices Code (FPC) recommended by theregulator the National Housing Bank (NHB) as well as the RBI to promote good and fairpractices by setting minimum standards in dealing with customers. The NHB has also issuedcomprehensive Know Your Customer (KYC) Guidelines and Anti Money Laundering Standards inthe conte of recommendations made by the Financial Action xt Task Force on Anti MoneyLaundering Standards.

Cross Selling and Distribution of Financial Products and Services

With the goal of serving maximum number of customers and maximizingcustomer satisfaction the Company has witnessed a large increase in the number ofbranches across all regions.

Moreover the digitization of workflow integrates the differentcomponents of the loan application and underwriting process. State-of-the-art CustomerCare set up helps speedy resolution of customer queries and to promptly attend to any loanrequirements. Survey calling where feedback is taken from existing and new customersalso helps in continuous process improvement and in the generation of new leads.

Training and Human Resource Management

Learning and Development is encouraged by way of training. Thetrainings focus on a variety of aspects ranging from operational efficiency customersatisfaction credit risk analysis etc. The trainings have been conducted for 7304employees covering various aspects such as customer relationship management credit riskanalysis operational efficiency fraud prevention and others.

DIVIDEND

The Company has consistently worked towards shareholders' wealthmaximization. With regard to this the Company has declared four interim dividendsamounting to Rs 41 per share on share of face value Rs 2 each (Rs9/- Rs9/- Rs9/- andRs14/-) for the year 2017-18 and total outflow amounting to Rs 2099.28 crore (inclusiveof Corporate Dividend Tax). The Board of Directors of the Company had in its meetingheld on April 20 2018 declared an interim dividend of Rs 10/- per share of face value ofRs 2/- each for the Financial Year 2018-19. F the Board of Directors of the Company hadurther in its meeting held on August 2 2018 declared second interim dividend of Rs 10/-per share of face value of Rs 2/- each for the

Financial Year 2018-19.

During the year the unclaimed dividend pertaining to the

Financial Y 2009-10 and 2010-11 got transferred to Investor earEducation and Protection Fund after giving due notice to the members. Those members whohave not so far claimed their dividend for the subsequent financial years are also advisedto claim it from the Company or Karvy Computershare Private

Limited. F in compliance with the requirements in urther terms of thenotification issued by the Ministry of Corporate Affairs (MCA) regarding the"Investor Education and

Protection Fund Authority (Accounting Audit Transfer and

Refund) Rules 2016" ("the Rules") which have come intoforce from 7th September 2016 and The Investor Education and

Protection Fund Authority (Accounting Audit Transfer and

Refund) Amendment Rules 2017 and the Investor Education and Protection Fund Authority (Accounting Audit Transfer and Refund) Second Amendment Rules2017 which have been notified b MCA on 28th February 2017 and 13th October y2017respectively ("the Amended Rules") the Company has transferred 11511 equityshares in respect of which dividend has not been received or claimed for seven consecutiveyears from the Financial Year 2008-09 onwards to Demat Account of IEPF A in respect ofwhich individual notice had uthority also been sent to concerned Shareholders.

Further pursuant to the requirements of SEBI Circular no. SEBI/LAD-NRO/GN/2016-17/008 dated July 8 2016 the

Dividend Distribution Policy of the Company is available on the websiteof the Company i.e. www.indiabullshomeloans.com.

DIRECTORS

During the FY 2017-18 the Members of the Company at its 12th

Annual General Meeting held on September 8 2017 have re-appointed Mr.Sameer Gehlaut (DIN: 00060783) as a Whole Time Director and Key Managerial Personneldesignated as Executive Chairman of the Company Mr. Gagan Banga (DIN: 00010894) as aWhole-Time Director and Key Managerial

Personnel designated as Vice-Chairman Managing Director & CEO ofthe Company Mr. Ajit Kumar Mittal (DIN: 02698115) as a Whole-time Director and KeyManagerial Personnel designated as Executive Director of the Company and Mr.

Ashwini Omprakash Kumar (DIN: 03341114) as a Whole-time

Director and Key Managerial Personnel designated as Deputy ManagingDirector of the Company for a further period of five years with effect from March 192018 since their existing tenure came to an end on March 18 2018. The Members have alsoapproved the appointment of Mr.

Sachin Chaudhary (DIN: 02016992) as a Director and a Whole-timeDirector & Key Managerial Personnel of the Company for a period of five years witheffect from October 21 2016 since Mr. Sachin Chaudhary was appointed as an Additional

Director and a Whole-Time Director and Key Managerial

Personnel of the Company designated as its Executive Director w.e.f.October 21 2016 for a period of five years as his appointment being as an AdditionalDirector on the Board of the Company was up to the date of 12th Annual General Meetingheld on September 8 2017.

To ensur continuity of guidance from Justice Gyan Sudha e Misra (RJustice Supreme Court of India) (DIN: 07577265) etd. the existing Independent Director ofthe Company the Board has recommended her re-appointment as Independent Director of theCompany for another term of 5 years from September 29 2018 up to September 28 2023.Keeping in view the v experience and knowledge of Justice Misra ast the Board is of theview that her appointment as Independent Director on the Board will be in the interestof the Company. Upon approval of the shareholders to her appointment as

Independent Directors her appointment shall be formalized by issuing aletter of appointment to her which shall be open for inspection by the members at theregistered office of the Company in terms of applicable provisions of the Act.

In accordance with the provisions of Section 152 of the Companies Act2013 (Act) and in terms of the Memorandum and Articles of Association of the Company Mr.Gagan Banga (DIN: 00010894) Executive Director designated as Vice-Chairman ManagingDirector and CEO of the Company retire by rotation at the ensuing Annual General Meetingof the Company and being eligible offer himself for reappointment. All the presentIndependent Directors of the Company have given declaration that they meet the criteria ofindependence laid down under Section 149(6) of the Companies Act 2013. The presentcomposition of the Board along with the brief resume of the Directors proposed to beappointed/ reappointed nature of their expertise in specific functional areas terms ofappointment and names of companies in which they hold directorships andmemberships/chairmanships of Board Committees are provided in the Corporate GovernanceReport forming part of this Annual Report and in the Notice convening the 13th AnnualGeneral Meeting of the Company.

SHARE CAPITAL / ESOP SCHEMES

The paid up equity share capital of the Company as on March 31 2018was Rs 853071572 comprising of 426535786 equity shares of Rs 2/- each. Subsequentlyfrom April 1 2018 till date the Company had allotted 57035 equity shares of face valueRs 2/- each against exercise of equivalent number of stock options under various ESOPSchemes of the Company. As a result the paid up equity share capital of the Company standsincreased to Rs 853185642 comprising of 426592821 equity shares of Rs 2/- each.

Presently stock options granted to the employees operate under theschemes namely; "IBHFL-IBFSL Employees Stock Option Plan 2006""IBHFL-IBFSL Employees Stock Option Plan II 2006" "IBHFL-IBFSL EmployeesStock Option 2008" and "Indiabulls Housing Finance Limited Employees StockOption Scheme-2013". Under "Indiabulls Housing Finance Limited

Employees Stock Option Scheme-2013" during the year under reviewan aggregate of 10600000 Stock Options (10500000 Stock Options at an exercise price ofRs 1156.50 per option and 100000 Stock Options at an exercise price of Rs 1200.40 peroption) had been granted to certain eligible employees. The exercise price was determinedin accordance with the pricing formula approved by the members i.e. at the latestavailable closing price of the equity share on the NSE prior to the date of the meetingsof the Compensation Committee at which these options were granted. The options granted asaforesaid are exercisable over a period of five years from the date of their respectivevesting and none of the options granted as aforesaid have vested during the year andconsequently no options have been exercised. There has been no material variation in theterms of the options granted under any of these schemes and all the schemes are incompliance with the SEBI (Share Based Employee Benefits) Regulations 2014. Thedisclosures as required under these regulations have been placed on the website of theCompany https://www. indiabullshomeloans.com/.

RETAIL AND MASALA BOND

(a) Issuance of INR 3150000000 7.80 per cent. Secured Synthetic INRNotes due 2021 by the Company listed on Singapore Exchange Securities Trading Limited

During the FY 2017-18 the Company has successfully raised

INR 315 Cr by issue of Secured Rupee denominated Social AffordableHousing Masala Bonds bearing a coupon of 7.80% and having a tenor of 3 years. These bondshave been assured by KPMG and are listed on Singapore Stock Exchange (SGX-ST).

(b) Issuance of Secured and Unsecured NCDs by way of Private Placementbasis

During the FY 2017-18 the Company has successfully raised by way ofprivate placement Rs 20214.20 crore of Secured NCDs having a face value of Rs 1000000each Rs 500 crore of secured NCDs having a face value of Rs 1000000 each {paid-up value

Rs 25 crore i.e. Rs 50000 per NCD paid-up(Initial SubscriptionAmount)} and Rs 2500 crore Unsecured NCDs having a face value of Rs 1 00000 each. Thesaid NCDs are listed on WDM segment of BSE Limited (BSE) and National Stock Exchange ofIndia Limited (NSE).

(c) Details of NCDs which have not been claimed by the Investors

There are nil NCDs which have not been claimed by the Investors or notpaid by the Company after the date on which these NCDs become due for redemption

PUBLIC DEPOSITS

During the year under review the Company has not accepted any depositsfrom the public falling within the ambit of Chapter V of the Companies Act 2013 and theCompanies (Acceptance of Deposits) Rules 2014.

LISTING WITH STOCK EXCHANGES

The Equity Shares (ISIN INE148I01020) of the Company continue toremain listed at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). Thelisting fees payable to both the exchanges for the financial year 2018-19 have been paid.The GDRs issued by the Company continue to remain listed on Luxembourg Stock Exchange. TheSecured Synthetic INR Notes are listed on Singapore Stock Exchange (SGX-ST). The NCDsissued under IPO and on Private

Placement basis are listed on WDM segment of NSE and BSE.

AUDITORS

(a) Statutory Auditors

M/s. S.R. Batliboi & Co. LLP Chartered Accountants (ICAI

Registration No.: 301003E/E300005) (an Indian Firm of

Ernst & Young) were appointed as the Statutory Auditors of theCompany at the Twelfth Annual General Meeting of the Company held on 8th September 2017for a period of five years i.e. until the conclusion of the Seventeenth Annual GeneralMeeting of the Company subject to ratification of their appointment by the Members atevery intervening Annual General Meeting on such remuneration as may be mutually agreedupon between the Board of Directors of the Company and the Statutory Auditors. TheMinistry of Corporate Affairs (MCA) vide its notification no. S.O. 1833(E) dated May 72018 has done away with the requirement of getting the appointment of the StatutoryAuditors ratified at every intervening Annual General Meeting. Accordingly the Companyhas received a certificate from the Auditors to the effect that their continuation as suchfrom the conclusion of this Annual General Meeting until the conclusion of SeventeenthAnnual General Meeting is in accordance with the provisions of the Section 141(3)(g) ofthe Companies Act 2013. The Board recommends the ratification of their appointment asStatutory Auditors of the Company till the conclusion of Seventeenth Annual GeneralMeeting of the Company.

The N to the Accounts referred to in the Auditors' Report otes areself – explanatory and therefore do not call for any further explanation. No fraudshave been reported by the Auditors of the Company in terms of Section 143(12) of theCompanies Act 2013.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013read with the rules made thereunder the Company has appointed M/s Neelam Gupta &Associates a firm of Company Secretaries in practice as its Secretarial Auditors toconduct the secretarial audit of the Company for the FY

2017-18. The Company has provided all assistance facilitiesdocuments records and clarifications etc. to the Secretarial Auditors for conductingtheir audit. The Report of Secretarial

Auditors for the FY 2017-18 is annexed as "Annexure 1" andforming part of this Report. The Report is self – explanatory and therefore do notcall for any further explanation.

(c) Cost Records

The Company is not required to make and maintain cost records pursuantto Section 148(1) of the Companies Act 2013.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under "Corporate Social Responsibility(CSR)" the Company has undertaken projects in the areas of Health EducationSanitation Rural Development & Safe

Drinking W Flora & Fauna as per its CSR Policy (available ater

on y Company's website http://www.indiabullshomeloans. our com/)and the details are contained in the Annual Report on CSR Activities given in"Annexure 2" forming part of this Report. These projects are in accordance withSchedule VII of the Companies Act 2013 read with the relevant rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations

Management's Discussion and Analysis Report for the year underreview is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations a separatesection on Corporate Governance Practices followed by the Company together with acertificate from a practicing Company Secretary confirming compliance is presented in aseparate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the SEBI LODR Regulations a separatesection on Business Responsibility Report (BRR) is presented in a separate section formingpart of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to theinformation and explanations obtained by them your Directors make the following statementin terms of Section 134 of the Companies Act 2013: a) that in the preparation of theannual financial statements for the year ended March 31 2018 the applicable accountingstandards had been followed along with proper explanation relating to material departuresif any; b) that such accounting policies as mentioned in the Notes to the FinancialStatements have been selected and applied consistently and judgments and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at March 31 2018 and the profit and loss of the Company forthe year ended on that date; c) that proper and sufficient care has been the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities; d) that the annual financial statements have been prepared on agoing concern basis; e) that proper internal financial controls were in place that suchfinancial controls were adequate and were operating effectively; and f ) that systems toensure compliance with the provisions of all applicable laws were in place and wereadequate and operating effectively.

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIESACT 2013 READ WITH THE RELEVANT RULES AND SEBI LODR REGULATIONS

The information required to be disclosed pursuant to Section 134 andSection 197 of the Companies Act 2013 read with the relevant rules (to the extentapplicable) and SEBI LODR Regulations not elsewhere mentioned in this Report are givenin "Annexure A" forming part of this Report.

GREEN INITIATIVES

The Company's Environmental Management System (EMS) focuses onassessing the environmental cost of the Company's services and activities and seeksto reduce or eliminate the negative impact and increase their positive effects.

The ISO 14001:2015 specifies the requirements for EMS such that thenegative environmental impact is minimized and overall environmental performance improves.ISO 14001 is an systematic framework that checks adherence to environmental performancestandards and also seeks to continuously improve it.

Environmental sustainability is important to the Company and is one ofthe reasons behind the Company's push to digitize its processes. Amongst its peersthe Company has taken the lead in introducing an end-to-end online home loan applicationand fulfillment platform doing away with the traditional pen and paper process which alsoinvolved physical transfer of loan application files. The ISO 14001:2015 certificationhelps the Company document its process from an environmental perspective and importantlygives it a means to measure and minimize the environmental impact of its operations.

Electronic copies of the Annual Report 2018 and Notice of the 13th AGMare sent to all the members whose email addresses are registered with the Company /Depository Participant(s).

For members who have not registered their email addresses physicalcopies of the Annual Report 2018 and Notice of the 13th AGM are sent in the permittedmode.

The Company is providing e-voting facility to all members to enablethem to cast their votes electronically on all resolutions set forth in the Notice of the13th AGM. This is pursuant to section 108 of the Companies Act 2013 and Rule 20 of theCompanies (Management and Administration) Rules 2014 as substituted by Companies(Management and Administration) Amendment Rules 2015 and Regulation 44 of the SEBI LODRRegulations. The instructions for remote e-voting are provided in the Notice.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of theculture of professionalism creativity integrity and continuous improvement in allfunctional areas and the efficient utilization of all its resources for sustainable andprofitable growth. Your Directors wish to place on record their appreciation of thecontributions made and committed services rendered by the employees of the Company atvarious levels. Your Directors also wish to express their gratitude for the continuousassistance and support received from the investors clients bankers regulatory andgovernment authorities during the year.

For and on behalf of the
Board of Directors
Sd/- Sd/-
Date: August 2 2018 Gagan Banga Ajit Kumar Mittal
Place: Mumbai Vice-Chairman Executive Director
Managing
Director &
CEO
(DIN: 00010894) (DIN: 02698115)