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PNB Housing Finance Ltd.

BSE: 540173 Sector: Financials
NSE: PNBHOUSING ISIN Code: INE572E01012
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VOLUME 160250
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P/E 9.85
Mkt Cap.(Rs cr) 8,871
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OPEN 494.60
CLOSE 520.60
VOLUME 160250
52-Week high 924.00
52-Week low 315.85
P/E 9.85
Mkt Cap.(Rs cr) 8,871
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

PNB Housing Finance Ltd. (PNBHOUSING) - Director Report

Company director report

Your Directors welcome the shareholders and take pleasure in presenting the 32nd AnnualReport together with the Audited Standalone and Consolidated Financial Statements of theCompany for the year ended March 31 2020.

COVID-19

Towards the end of Calendar Year 2019 there were news flow of novel coronavirus(COVID-19) that gradually hit the entire world and termed as pandemic by World HealthOrganisation (WHO) on March 11 2020. The rapid spread of the virus has almost haltedeconomic activities across the world. Besides huge loss of human lives the pandemic hastaken its economic toll due to shut down in most parts of the world from quarter 4 onward.The estimates of the economic loss are still evolving. In April 2020 the InternationalMonetary Fund (IMF) predicted that the global GDP will contract by 3% in 2020 given thatthe pandemic decelerates towards the end of 2020. The pandemic has similarly impactedIndia forcing the Government to announce a complete lockdown of the Country from March25 2020 to contain the spread of virus.

FINANCIAL HIGHLIGHTS (CONSOLIDATED INDAS)

(Amount in Rs.crores)
Year ended

March 31 2020

March 31 2019
Total Income 8489.55 7683.22
Total expenditure 7678.54 5948.83
Profit before tax 811.01 1734.39
Less: Provision for Tax
-Current year 389.24 503.48
-Deferred Tax (224.47) 39.39
Profit After Tax 646.24 1191.52
Other Comprehensive income (OCI) (55.30) (102.33)
Total Comprehensive income for the year 590.94 1089.19
Transfer to Statutory / Special reserves 182.00 217.00
Dividend paid 151.27 150.71
Dividend distribution Tax paid 31.10 30.99
Balance carried to balance sheet 226.57 690.49

The standalone and the consolidated financial statements for the financial year endedMarch 31 2020 forming part of this annual report have been prepared in accordance withInd AS specified under the Companies Act 2013 and other relevant provisions of theCompanies Act 2013.

As per IND AS the Company during the year has made expected credit loss (ECL)provision of Rs.1171.49 crores as compared to Rs.161.81 crores in the previous year. Thisincludes additional provision of Rs.471.00 crores arising due to COVID-19.

INCOME AND EXPENDITURE

During the year the Company has earned a total income of Rs.8489.55 crores ascompared to Rs.7683.22 crores in the previous year recording a growth of 10.49%.

Total expenses provisions and write offs during the year were Rs.7678.54 crores ascompared to Rs.5948.83 crores in the previous year a growth of 29.08%.

PROFIT

During the year the Company has earned pre-provision operating profit (PPOP) ofRs.2062.38 crores as compared to Rs.1923.34 crores in the previous year recording agrowth of 7.23%.

During the year the Company has earned a profit before tax of Rs.811.01 crores ascompared to Rs.1734.39 crores in the previous year recording a de growth of 53.24%.

The Profit after Tax during the year was Rs.646.24 crores as compared to Rs.1191.52crores in the previous year a de growth of 45.76%.

DIVIDEND

In order to conserve capital your Directors have not recommend any dividend for theyear ( Rs.9/- per share declared in the previous year).

MANAGEMENT DISCUSSION AND ANALYSIS REPORT REPORT OF THE DIRECTORS ON CORPORATEGOVERNANCE AND BUSINESS RESPONSIBILITY REPORT

In accordance with the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (Listing Regulations) and directions issued bythe National Housing Bank (NHB) the Management Discussion and Analysis Report (MD&A)and the Report of the Directors on Corporate Governance form part of this report.

In accordance with the listing regulations the business responsibility report (BRR) hasbeen placed on the Company's website. The policy on business responsibility is also placedon the Company's website.

LENDING OPERATIONS

The financial year 2020 had started on a positive note. The business was robust in thefirst quarter of the year after which there were signs of slowing down from Q2 FY 2020onwards.

The Company in order to conserve capital and to maintain a reasonable gearing curtailedits loan disbursements. Further considering the slowdown in the real estate sector theCompany focussed on the retail disbursements with no fresh acquisition in the Corporatebook. The disbursements were further impacted by the COVID-19 pandemic that has resultedin complete shutdown of the country.

As a result the Company recorded negative growth for the first time in the lastdecade.

Going forward the Company will continue to finance loans under retail segment withfocus on the mid income segment. Further the Company will continue to source and fundcompleted properties and projects.

The Company has sanctioned loans amounting to Rs.24503 crores in respect of 73553loan applications as compared to Rs.51453 crores in respect to 111656 loanapplications in the previous year de-growth of 34% in number of loan applicationsreceived and de-growth of 52% in loan sanctioned amount.

During the year the Company has disbursed loans amounting to Rs.18626 crores ascompared to Rs.36079 crores in the previous year de-growth of 48%.

The focus of lending business was on retail segment. During FY 2019-20 fresh loansanction amount comprises 98.35% of retail loans. During the same period fresh loandisbursed amount comprises 92% of retail loans vs 73% in FY 2018-19. The sanction todisbursement ratio increased to 76% in FY 2019-20 from 70% in FY 2018-19.

Loan Book

Loans outstanding (principal portion) as at March 31 2020 were Rs.67571 croresde-growth of 9% over the previous year. The loan book also reflects a de-growth becauseloans assigned during the year were significantly higher at Rs.9311 crores through directassignment route and sell down of LRDs/ corporate loans of Rs.2307 crores to differentinstitutions.

The assets under management (AUM) as at March 31 2020 were Rs.83346 crores de-growthof 1.62% over the previous year.

Further details of lending operations are provided in the MD&A.

Distribution

During the year the Company had opened 2 new branches. As on March 31 2020 theCompany has presence through 105 branches 28 outreach locations totalling to 133distribution outlets. The Company also has 23 underwriting hubs where the credit decisionmaking happens.

BORROWINGS

The liquidity conditions continue to be tight for the NBFCs/HFCs. The NCD market wasconcentrated towards select few companies. There were limited opportunities for long termborrowings throughout the year.

There was increased dependence on bank borrowings from domestic and internationalsources through the ECB route.

During the year the Company has raised fresh resources of Rs.27726 crores frommultiple sources. The Company also securitised Rs.9311 crores in FY 2019-20 throughdirect assignment route. The Company repaid short term and long-term borrowings ofRs.32255 crores including CPs of Rs.7534 crores. Further to strengthen its ALM theCompany reduced its dependence on commercial papers. Share of commercial paper in totalborrowings reduced to 1% only.

The Company is in compliance with the provisions of the housing finance companiesissuance of non-convertible debentures on private placement basis (NHB) Directions 2014and has been regular in payment of principal and interest on the non-convertibledebentures.

During the year the Company also raised funds in accordance with Reserve Bank ofIndia's external commercial borrowings guidelines. Details of market borrowings areprovided in the MD&A and notes to accounts.

DEPOSITS

The Company has raised Rs.9120 crores of fresh deposits during the year. Theoutstanding deposits (including inter corporate deposits) as at March 31 2020 wereRs.16470 crores as against Rs.14315 crores (including inter corporate deposits)outstanding last year registering a growth of 15%.

The Company has accepted public deposits as per NHB Directions 2010 and as per theprovisions of the Companies Act 2013. The Company has paid/accrued interest on all theoutstanding deposits on due dates. There has been no default on repayment of deposits orpayment of interest thereon during the year. The Company has maintained required statutoryliquidity ratio (SLR) as per the NHB regulations.

Deposits are one of the major funding sources of the Company contributing nearly 20%of the total borrowings including securitisation. The deposits of the Company have beenrated FAA+ (Outlook Negative) by CRISIL and CARE AA+ (Outlook Negative) by CARE.

Investment in SLR

The Company has maintained its statutory liquid ratio (SLR) as stipulated by the NHB.The Company is having total SLR investments of Rs.1916.23 crores as on March 31 2020.The Company has classified its SLR investments as per NHB Directions 2010.

Unclaimed Deposits and NCDs

Out of the deposits which became due for repayment up to March 31 2020 publicdeposits worth Rs.97.17 crores including interest accrued and due relating to 3808depositors had not been claimed or renewed. The Depositors have been intimated regardingthe maturity of their deposits with a request to either renew or claim the deposits andsubsequent reminders have been sent.

Deposits remaining unclaimed for a period of seven years from the date they became duefor payment have to be transferred to Investor Education and Protection Fund (IEPF).During the year the Company has transferred an amount of Rs.10.73 lakhs to IEPFestablished by the Central Government under section 125 of the Companies Act 2013. Theconcerned depositor can claim the deposit from the IEPF.

As at March 31 2020 there was no NCDs or interest thereon remaining unclaimed orunpaid.

APPROVAL TO RAISE EQUITY SHARE CAPITAL

The Company came out with its Initial Public Offer in November 2016. Since then theCompany has substantially grown its business. The Company now needs tier I capital for itsfuture business growth.

The Board of Directors in its meeting held on July 30 2019 gave omnibus approval toraise an aggregate amount not exceeding Rs.2000 crores (rupees two thousand crores only)by way of issuing fresh equity. Subsequently the Board at its meeting held on March 32020 accorded approval to raise equity capital aggregating up to Rs.1700 crores through apreferential and qualified institutions placement. The Capital raise plan is furthergetting worked upon.

REGULATORY INTERVENTIONS

The National Housing Bank (NHB) has reduced the overall borrowing limits of housingfinance companies (HFCs). As against earlier overall limit of sixteen times of Net OwnedFunds (NoF) the HFCs will now be required to reduce their borrowings in a staggeredmanner i.e. a maximum of fourteen times of NoF for FY 2019-20 thirteen times of NoF forFY 2020-21 and twelve times of NoF for FY 2021-22. Similarly the overall limit of publicdeposits has also been reduced from five times of NoF to three times of NoF.

NHB has also tightened prudential norms for HFCs. The HFCs are now required to enhancecapital adequacy ratio (CRAR) in a staggered manner over the three years i.e. minimum CRARof 13% for FY 2019-20 14% for FY 2020-21 and 15% for FY 2021-22 and thereafter asagainst 12% of aggregate risk weighted assets earlier. The requirement of minimum tier Icapital has also increased from 6% to 10%. These measures are aimed at strengthening thebalance sheets of HFCs in the current tough market conditions.

The Reserve Bank of India vide its press release dated August 13 2019 has notifiedthat HFCs will be treated as one of the categories of non-banking financial companies(NBFCs) for regulatory purposes. Reserve Bank will carry out a review of the extantregulatory framework applicable to the HFCs and come out with revised regulations in duecourse.

REGULATORY COMPLIANCE

The Company has complied with the Housing Finance Companies (NHB) Directions 2010 andother directions/ guidelines prescribed by NHB regarding deposit acceptance accountingstandards prudential norms for asset classification income recognition provisioningcapital adequacy credit rating corporate governance information technology frameworkfraud monitoring concentration of investments capital market exposure norms know yourcustomer and anti-money laundering.

Capital Adequacy Ratio (CRAR)

The capital adequacy ratio (CRAR) as on March 31 2020 was 17.98% (comprising Tier Icapital of 15.18% and Tier II capital of 2.80%). The NHB has prescribed minimum CRAR of13% of total risk weighted assets for FY 2019-20.

HUMAN RESOURCE

During the year the HR continued to timely on-board experienced resources across alllocations imparted functional and system training to develop productive resources for allthe functional teams. The Company also gave an opportunity to identify and develop theinternal talent pool.

The learning and development (L&D) team has been continuously endeavouring toidentify the current and future skills requirements of the organisation and createflexible learning interventions to meet the diverse needs of the workforce. L&D as afunction is a critical talent management tool in building and retaining the talentpipeline. This gives a competitive advantage to the organisation.

As on March 31 2020 the Company had a total of 1549 full time employees (including 72management trainees) on its rolls. There were 11 employees employed throughout the yearwho were in receipt of remuneration of Rs.1.02 crores or more per annum.

The remuneration comprises salary allowances perquisites/ taxable value ofperquisites including perquisite value of ESOPs exercised and ex-gratia amount. Inaccordance with the provisions of Rule 5.2 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 the names and other particulars of such employeesare set out in annexure to the Directors' Report.

In terms of the provisions of section 136(1) of the Companies Act 2013 read with thesaid rule the Directors Report is being sent to all the shareholders excluding theannexure. Any shareholder interested in obtaining a copy of the said annexure may write tothe Company.

Further disclosures on managerial remuneration are provided in Annexure 1 appended tothe Directors' Report.

CUSTOMER SERVICE AND TECHNOLOGY

Post announcement of lockdown in the entire country from March 25 2020 onwards theCompany swiftly shifted all its operations to work from home environment. The robusttechnology platform and the standard operating procedures ensured smooth transition to thenew environment with least disruptions in service operations.

The Company provided all the possible services to its customers in this difficultsituation and also extended moratorium to the customers who have requested for the same.All the year end activities were performed in work from home environment.

ISO 27001:2013 Certification

ISO 27001:2013 is a universally recognised ISMS standard developed by InternationalOrganisation for Standardisation (‘ISO'). The Information Security Management System(ISMS) has been certified with the standard of ISO/IEC 27001:2013 by United KingdomAccreditation Service (UKAS).

The ISMS apply to information technology including datacentre at NOIDA & disasterrecovery centre at Chennai centralised operations (COPS) centralised processing centre(CPC) human resources & training administration and compliance.

SUBSIDIARY COMPANIES

PHFL Home Loans and Services Limited

The Company is a wholly owned subsidiary and is the distribution arm for PNB Housingoffering doorstep services to the prospective customers. In less than 3 years the Companyhas fully matured into an independent entity with trained workforce who sources businessfor the products offered by PNB Housing.

The Company contributes nearly 66% of the retail business for PNB Housing. During theyear the Company has sourced loans worth Rs.11326 crores for PNB Housing. The annualaccounts of PHFL are enclosed along with the Annual Accounts of PNB Housing.

A report on the performance and financials of PHFL as per Companies Act 2013 andrules made thereunder is provided in Form AOC 1 attached to the consolidated financialstatements forming an integral part of the Annual Report.

Pehel Foundation

During the year the Company has formed a wholly owned nonprofit subsidiary Companyincorporated under Section 8 of the Companies Act 2013 to carry out various CSRactivities of PNB Housing and PHFL.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year the Company's CSR activities were focused on three key sectors –welfare of construction workers education of children and healthcare.

The Company has worked on skill up-gradation of construction workers by conductingon-site and off-site training programs in partnership with CREDAI CSR Foundation. Daycarecenters were operated by Mobile Creches at or near sites for children of constructionworkers to ensure their holistic development and safety.

To ensure quality education for the poor children the Company has been supporting theoperational cost of running Bal Vihar School. The Company has also partnered with SouthDelhi Municipal Corporation in a public private partnership project to revamp the entireacademic system of their Vidya school having 170 children.

The Company has also focused on improving health infrastructure and services for publicwelfare by providing critical medical equipment to AIIMS Delhi Army Base Hospital Delhiand dialysis facility established in Roorkee and Bilaspur. Other key areas of interventioninclude sports for development elderly care and environmental protection. With theCOVID-19 pandemic disaster relief and support for scientific research was also provided.

The Company during these unprecedented times stood by its nation and solemnly pledgedits support towards aiding the ongoing efforts of the Government to control and counterCOVID-19 pandemic. The Company has allocated Rs.2.04 crores and spent Rs.1.77 crores onCOVID-19 relief in the Country.

• Partnered with National Centre for Bio-Sciences for research on developingwashable PPE COVID diagnostic tests and supporting clinical assessment for rapidscreening of new drugs

• Contributed to the PM relief fund and PM CARES fund

• Supported provision of ‘essentials kit' to migrant worker families

• Undertaken a research & development program (Partner-IIT Delhi) ondevelopment of sustainable PPE material In accordance with the provisions of section 135of the Companies Act 2013 and rules framed thereunder the Company has constituted a CSRCommittee that reviews the CSR policy steers activities to be undertaken by the Companytowards CSR activities and formulate a monitoring mechanism to ensure implementation ofprojects and activities undertaken by the Company.

During the year the Company has spent a sum of Rs.26.35 crores on various CSRactivities. The annual report on CSR activities undertaken during the year forms part ofAnnexure - II to the Board's Report.

PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE

The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at the workplace. Members of the Internal Complaints Committee constituted bythe Company are responsible for reporting and conducting inquiries pertaining to suchcomplaints.

The Company on a regular basis sensitises its employees including subsidiary employeeson the prevention of sexual harassment at the workplace through workshops group meetingsonline training modules and awareness programmes. During the year two complaints werereceived by the committee. The cases were reviewed and actioned upon. Hence there are nopending complaints with the committee as at March 31 2020.

POLICIES AND CODES

During the year the Company has revised its statutory policies as required in terms oflisting obligation and disclosure requirement and Insider Trading Regulations issued bythe SEBI and placed all the statutory policies on its website;

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Since the Company is a housing finance company the disclosures regarding particularsof the loans given guarantees given and security provided is exempt under the provisionsof Section 186(11) of the Companies Act 2013. As regards investments made by the Companythe details of the same are provided in notes to the financial statements of the Companyfor the year ended March 31 2020.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties as prescribed in FormNo. AOC–2 of the Companies (Accounts) Rules 2014 is annexed to this report. Detailsof related party transactions are given in the notes to the financial statements. Thepolicy on related party transactions is published elsewhere in the annual report and isalso placed on the Company's website.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND EXPENDITURE

There is no information to disclose under the head ‘Conservation of Energy andTechnology Absorption' given in the above rules since the Company is engaged in providinghousing loans. However the Company understands the importance of energy conservation forthe environment and is covered under Environment Social and Governance (ESG) section.

There were no foreign exchange earnings and the Company has incurred foreign exchangeexpenditure of Rs.210.52 crores during the year.

UNCLAIMED DIVIDEND

As at March 31 2020 dividend amounting to Rs.7.42 lakhs had not been claimed byshareholders of the Company.

EMPLOYEES STOCK OPTION SCHEME (ESOS)

Presently stock options granted to the employees operate under the under ESOP 2016 ata grant price of Rs.338 per option.

During the year 717892 equity shares of Rs.10 each were allotted to the eligibleemployees on exercise of ESOP options as per ESOP Policy of the Company.

DIRECTORS

The Board appointed Mr. CH S S Mallikarjuna Rao Managing Director and CEO of PunjabNational Bank as Non-Executive Director with effect from December 20 2019. He is Chairmanof the Board.

The Board appointed Dr. T M Bhasin as an Independent Director with effect from April 22020 for a term of five consecutive years. Dr. Bhasin retired as the Chairman and ManagingDirector of Indian Bank. He was vigilance commissioner in Central Vigilance Commission.

Their appointments are subject to the approval of the members of the Company at theensuing AGM.

During the year Mr. Sunil Mehta resigned as chairman and director on the Board witheffect from September 30 2019 on completion of his tenure as Managing Director and CEO ofPunjab National Bank. Your Board wish to place its sincere appreciation for the guidanceand direction provided by Mr Mehta as Chairman of the Board.

During the year Mr. LV Prabhakar resigned as non-executive director (nominee directorof PNB) on the Board with effect from January 31 2020 as he moved from PNB to anotherbank. Your Board wish to place on record for the guidance provided by Mr. LV Prabhakar.

Mr. Sanjaya Gupta ceased in his role as the Managing Director & CEO of the Companyon April 28 2020 pursuant to the terms of his appointment letter dated October 28 2015.The Board took into consideration various factors like the changed economic environmentand the significant headwinds facing the real estate and housing finance sectors whichwould require a different strategic approach and skills to navigate through. The Boardtook note of the immense contribution made by Mr. Sanjaya Gupta during the last ten years.

The Board has appointed Mr. Neeraj Vyas as interim Managing Director and CEO of theCompany on April 28 2020 for a period of eight months. Consequently Mr Vyas has resignedas an independent director on the Board on the same day. His appointment is subject to theapproval of the members of the Company at the ensuing AGM.

In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Sunil Kaul is liable to retire by rotation at the ensuingAGM. He is eligible for re-appointment.

The necessary resolutions for the appointment/ reappointment of the directors and theirbrief profiles have been included in the notice convening the ensuing AGM. All thedirectors of the Company have confirmed that they satisfy the fit and proper criteria asprescribed under the applicable regulations and that they are not disqualified from beingappointed as directors in terms of Section 164(2) of the Companies Act 2013.

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 the Act and SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015.

The details on the number of board/ committee meetings held are provided in the Reportof the Directors on Corporate Governance which forms part of this report.

STATUTORY AUDITORS

At the 30th AGM of the Company the members had appointed Messrs B R Maheshwari &Co LLP having registration no. 001035N as the statutory auditors for a term of 5consecutive years and to hold office until the conclusion of the 35th AGM.

Messrs B R Maheshwari & Co is one of leading firms of Chartered Accountants withexperienced partners. The report of Statutory Auditors on annual accounts is enclosedalong with Directors' Report.

During the year Messrs B R Maheshwari & Co LLP received a total remuneration ofRs.0.63 crores from the Company and its subsidiaries. The remuneration pertains to feesfor audit internal financial control reporting limited reviews tax audits and taxationservices certifications and other matters and reimbursement of expenses.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hasappointed M/s Preeti Pahwa & Associates a firm of Company Secretaries in practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed herewith as annexure to this report.

The Secretarial Compliance Report as prescribed by SEBI is provided elsewhere in theAnnual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of the provisions of section 134 (3) (c) of the Companies Act 2013 the Boardof Directors Report that;

i. In preparation of annual accounts the applicable accounting standards have beenfollowed.

ii. The Company has selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as on March 31 2020 and the profit andloss account for the year ended March 31 2020.

iii. The Company has taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.

iv. That the Company has prepared the accounts on a going concern basis.

v. The Company has laid down internal controls which are adequate and are operatingeffectively.

vi. The Company has devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and are operating effectively.

INTERNAL FINANCIAL CONTROL

The Company has put in place adequate policies and procedures to ensure that the systemof internal financial control commensurate with the size and nature of the Company'sbusiness.

These systems provide a reasonable assurance in respect of providing financial andoperational information complying with applicable statutes safeguarding of assets of theCompany prevention and detection of frauds accuracy and completeness of accountingrecords and ensuring compliance with Company's policies.

EXTRACTS OF ANNUAL RETURN (FORM NO. MGT 9)

The details forming part of the extracts of the Annual Return in Form MGT-9 has beenattached as part of Directors' Report as Annexure - 3 and the same is available on thewebsite of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

During the year there were no significant or material orders passed by the regulatorsor courts or tribunals that would impact the going concern status or operations of theCompany in the future.

PARTICULARS OF CONTRACT OR ARRANGEMENTS ENTERED MATERIAL CHANGES DETAILS OFSUBSIDIARIES AND LITIGATIONS

There has been no material changes and commitment affecting the financial position ofthe Company which has occurred between the close of the financial year to which thefinancial statement relates and the date of the Report.

There has been no change in the nature of business of the Company. The Company has asubsidiary "PHFL Home Loan and Services Limited" a distribution arm for PNBHousing offering doorstep services to the prospective customers. ‘PEHEL FOUNDATION'is a CSR arm of the Company.

ACKNOWLEDGEMENTS

The Directors place on record their gratitude for the support of various regulatoryauthorities including the National Housing Bank Reserve Bank of India Securities andExchange Board of India Ministry of Housing and Urban Affairs Ministry of CorporateAffairs Registrar of Companies Financial Intelligence Unit (India) the stock exchangesand the depositories.

The Company acknowledges the role of all its key stakeholders - shareholdersborrowers channel partners depositors deposit agents and lenders for their continuedsupport.

Finally the Directors express their appreciation for the dedication and commitmentwith which the employees of the Company at all levels have worked during the period.

For and on behalf of the Board
Dated: June 13 2020 Chairman
Place: New Delhi

.