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Reliance Home Finance Ltd.

BSE: 540709 Sector: Financials
NSE: RHFL ISIN Code: INE217K01011
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OPEN 3.77
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VOLUME 412990
52-Week high 6.90
52-Week low 1.93
P/E
Mkt Cap.(Rs cr) 183
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.77
CLOSE 3.96
VOLUME 412990
52-Week high 6.90
52-Week low 1.93
P/E
Mkt Cap.(Rs cr) 183
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Reliance Home Finance Ltd. (RHFL) - Director Report

Company director report

Dear Shareowners

Your Directors present the 13th Annual Report and the audited financialstatement for the financial year ended March 31 2021.

Financial Performance and State of Company's Affairs

The performance of the Company for the financial year ended March 31 2021 issummarised below

(Rs in crore)
Particulars March 31 2021 * March 31 2020
Total revenue 840.43 1 602.91
Profit before depreciation and tax (2300.25) (563.66)
Less: Depreciation & Amortisation 2.64 3.62
Profit before Tax (2302.89) (567.28)
Current tax - (2.35)
Deferred Tax / (Credit) (782.98) (189.61)
Net Profit after Tax (1519.91) (375.32)
Amount transferred to Special Reserve Fund - -

*Previous year figures have been regrouped / reclassified wherever required.

The financial position of the Company is under severe stress on account of severedeterioration in our cash flows and adverse developments in the financial sector.

Certain Lenders of the Company (Banks and other Financial Institutions - hereinreferred to as the "ICA Lenders") had entered into an Inter-Creditor Agreement(ICA) for arriving at the Debt Resolution Plan under the Reserve Bank of India'sPrudential Framework for Resolution of Stressed Assets Directions dated June 7 2019("RBI Directions"). The Lenders pursuant to an independent and transparentprocess invited Expression of Interest (EOI) and the resolution plans by way of change inmanagement in terms of the RBI Directions.

Lenders have selected Authum Investment and Infrastructure Limited (‘Authum') asthe successful Bidder to acquire the Company and / or all its' assets through acompetitive bidding process after several rounds of negotiations between the bidders andthe Lenders. Authum's debt resolution plan is approved under RBI Directions.

The ICA Lenders with Bank of Baroda as the Lead Bank had received initial Expression ofInterest from over 15 bidders of which 4 binding bids were shortlisted and the finalsuccessful bidder was selected.

The implementation of the resolution plan by the successful bidder is subject toapproval of non-ICA Lenders shareholders regulatory authorities and vacation of existinglegal injunctions on the Company.

Capital Adequacy Ratio

Your Company's Capital to Risk Assets Ratio (CRAR) calculated in line with The HousingFinance Companies (NHB) Directions 2010 (NHB Directions) and / or applicable provisionsof laws rules guidelines and directions issued by the Reserve Bank of

India from time to time stood at (13.91) per cent which is below the regulatoryminimum requirement of 14 per cent. The Company is under debt resolution and the Companyexpects the Capital Adequacy ratio to improve on successful completion of debt resolutionplan.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated underthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (the ‘Listing Regulations') and the Housing FinanceCompanies - Corporate Governance (National Housing Bank) Directions 2016) and / orapplicable provisions of laws rules guidelines and directions issued by the Reserve Bankof India from time to time is presented in a separate section forming part of thisAnnual Report.

Resources and Liquidity

The Company's Net Worth as on March 31 2021 stood at Rs (47.87) crore. TheCompany has not raised any amount during the financial year 2020-21 by issuance of anysecurities. The Company's debt equity ratio as on March 31 2021 stood at (236.79):1.

Due to sudden adverse developments in the financial services sector and its adverseimpact on the liquidity position of majority of the Non-banking and housing financecompanies the Company was adversely impacted resulting in liquidity mismatch and severefinancial stress on account of which it was not in a position to services its dues to thelenders. Consequent to the aforesaid certain Lenders of the Company have entered into anICA for arriving at the debt resolution plan in accordance with RBI Directions.

Further the Company is prohibited to dispose off alienate encumber either directlyor indirectly or otherwise part with the possession of any assets pursuant to Order datedNovember 20 2019 passed by the Hon'ble Delhi High Court in the matter of OMP(I) COMM.420/2/019.

Dividend

During the year under review the Board of Directors have not recommended any dividend.

Deposits

The Company has neither accepted nor renewed any fixed deposits during the year. Thereare no unclaimed deposits unclaimed / unpaid interest refunds due to the deposit holdersor to be deposited to the Investor Education and Protection Fund as on March 31 2021.

Particulars of Loans Guarantees or Investments

The Company is registered as a Housing Finance Company with NHB. Thus the provision ofSection 186 except sub-section (1) of the Companies Act 2013 (the ‘Act') is notapplicable to the Company.

Holding Company

The Company ceased to be a subsidiary of Reliance Capital Limited (RCap) with effectfrom March 5 2020 and the Company is now an associate of RCap. However there is nochange in RCap's shareholding in the Company and also there is no change in the managementand control of the Company.

Directors

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of Independence as prescribed under the Act and the ListingRegulations. The details of programme for familiarisation of Independent Directors withthe Company nature of the industry in which the Company operates and related matters areput up on the website of the Company at the link https://www.reliancehomefinance.com/investor-relations.

The Company had appointed Mr. Sunil Wadikar as a Director of the Company at 12thAnnual General Meeting (AGM) held on June 23 2020. In terms of the provisions of the Acthe retires by rotation and being eligible offers himself for re-appointment at theensuing AGM.

Further based on the written representations received from the directors as on March31 2021 taken on record by the Board of Directors and the legal opinion obtained by theCompany none of the directors are disqualified as on March 31 2021 from being appointedas a director in terms of Section 164(2) of the Act.

Mr. Ashish Turakhia was appointed as a Non-Executive Director with effect from July 312021.

The Company has received the notice in writing from a member proposing his candidaturefor the office of Director.

During the year under review the shareholders of the Company had appointed Mr.Sushilkumar Agrawal and Mr. Ashok Karnavat as Independent Directors of the Company. Mr.Ashok Karnavat would have held office as an Independent Director for a term of 5 (five)years. In terms of Regulation 17 of Listing Regulations Mr. Sushilkumar Agrawal will holdoffice as an Independent Director of the Company till he attains the age of seventy-fiveyears i.e. June 28 2023.

Mr. Amit Bapna Non-Executive Director of the Company retired by rotation at the AGMand ceased to be a Director with effect from June 23 2020. Further Mr. Ashok KarnavatIndependent Director ceased to be a Director of the Company with effect from May 31 2021due to demise.

The Board placed on record its deep sense of appreciation for the guidance andinvaluable contribution made by the directors during their tenure as Directors of theCompany. In the opinion of the Board the Independent Directors possess the requisiteexpertise and experience and are the persons of high integrity and repute. They fulfil theconditions specified in the Act and the Rules made thereunder and are independent of themanagement.

Key Managerial Personnel

During the year Mr. Vijesh B Thota was appointed as the Chief Financial Officer(CFO) and Mr. Pinkesh R. Shah ceased to be the CFO of the Company with effect from May 82020. Mr. Amit Kumar Jha was appointed as the CFO with effect from July 1 2021 and Mr.Vijesh B Thota ceased to be the CFO of the Company with effect from June 30 2021.

Evaluation of Directors Board and Committees

The Nomination and Remuneration Committee has devised a policy for performanceevaluation of the individual Directors Board and its Committees which includes criteriafor performance evaluation.

Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulationsand based on the Policy the Board has carried out an annual performance evaluation of itsown performance the Directors individually as well as the evaluation of the working ofthe Committees of the Board. The Board performance was evaluated based on inputs receivedfrom all the Directors after considering criteria such as Board composition and structureeffectiveness of Board / Committee processes and information provided to the Board etc.A separate meeting of the Independent Directors was also held for the evaluation of theperformance of non-independent Directors and performance of the Board as a whole. Pursuantto the Listing Regulations performance evaluation of independent directors was done bythe entire board excluding the independent director being evaluated. The Nomination andRemuneration Committee has also reviewed the performance of the individual Directors basedon their knowledge level of preparation and effective participation in meetingsunderstanding of their roles as directors etc.

Policy on appointment and remuneration for Directors Key Managerial Personnel andSenior Management Employees

The Nomination and Remuneration Committee of the Board has devised a policy forselection appointment and remuneration of Directors Key Managerial Personnel and SeniorManagement Employees. The Committee has also formulated the criteria for determiningqualifications positive attributes and independence of Directors. The Policy has been putup on the Company's website athttps://www.reliancehomefinance.com/corporate-governance/policies.

Directors' Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors'Responsibility Statement it is hereby confirmed that: i. In the preparation of the annualfinancial statement for the financial year ended March 31 2021 the applicable AccountingStandards had been followed along with proper explanation relating to material departuresif any; ii. The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2021 andof the loss of the Company for the year ended on that date; iii. The Directors had takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; iv. TheDirectors had prepared the annual financial statement for the financial year ended March31 2021 on a ‘going concern' basis; v. The Directors had laid down proper internalfinancial controls to be followed by the Company and such financial controls are adequateand are operating effectively. The Company is taking constant steps to further strengthenthe same; and vi. The Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered into / by the Company during thefinancial year under review with related parties were on an arm's length basis and in theordinary course of business.

There were no materially significant related party transactions which could havepotential conflict with interest of the Company at large.

During the year the Company has not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of Company on materiality of related party transactions or which is required to bereported in Form AOC – 2 in terms of section 134(3) (h) read with Section 188 of theAct and Rule 8(2) of the Companies (Accounts) Rules 2014.

All Related Party Transactions were placed before the Audit Committee and also theBoard for approval. Prior omnibus approval of the Audit Committee was obtained for thetransactions which were of a repetitive nature. The transactions entered into pursuant tothe omnibus approval so granted were reviewed and statements giving details of all relatedparty transactions were placed before the Audit Committee and the Board of Directors onquarterly basis. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website at the link https://www.reliancehomefinance.com/corporate-governance/policies. Your Directors draw attention ofthe members to Note No. 47 to the Financial Statement which sets out related partydisclosures pursuant to Ind-AS and Schedule V of Listing Regulations.

Material Changes and Commitments if any affecting the financial position of theCompany

There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport.

Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year six Board Meetings were held details of meetings held and attended by eachDirector are given in the Corporate Governance Report.

Audit Committee

The Audit Committee of the Board consists of Independent Directors viz. Ms. ChhayaVirani Chairperson Ms. Rashna Khan Mr. Ashok Ramaswamy Mr. Sushilkumar Agrawal and Non-IndependentDirector Mr. Sunil Wadikar as Members. During the year all the recommendations made bythe Audit Committee were accepted by the Board.

Auditors and Auditors' Report

M/s. Dhiraj & Dheeraj Chartered Accountants were appointed as Statutory Auditorsof the Company for a term of 5 (five) consecutive years at the Annual General Meeting ofthe Company held on September 30 2019 to hold office as Statutory Auditors for a periodof five consecutive years i.e. upto the conclusion of the 16th AGM. TheStatutory Auditors of the Company as on financial year 2020-21 have completed three years.Reserve Bank of India (RBI) vide its circular no. RBI/2021-22/25 Ref. No. DoS. CO. ARG /SEC.01 / 08.91.001 / 2021-22 dated April 27 2021 has issued Guidelines for Appointment ofStatutory Auditors (SAs) of Non-Banking Finance Companies (NBFCs) including HousingFinance Companies (HFC) ("RBI Circular"). Further every NBFC including HFC isrequired to appoint Statutory Auditors under the said guidelines from Financial Year2021-22 for a continuous period of three years subject to the firms satisfying theeligibility norms each year. Pursuant to RBI Circular M/s. Dhiraj & DheerajChartered Accountants Statutory Auditors' having completed their term retire from theoffice of the Statutory Auditors.

M/s. Tambi & Jaipurkar Chartered Accountants are proposed to be appointed asStatutory Auditors of the Company. The Company has received a letter from M/s. Tambi &Jaipurkar Chartered Accountants to the effect that their appointment if made would bewithin the prescribed limits under Section 141(3) of the Act and that they are notdisqualified from appointment as Statutory Auditors of the Company. Your Directors havetherefore proposed to appoint M/s. Tambi & Jaipurkar Chartered Accountants asStatutory Auditors of the Company subject to the approval of the members at the ensuingAGM.

The Auditors' in their Report to the Members have given the following qualifiedopinions and the response of your Directors with respect to them are as follows:-(i)Opinion on proportion of total loan portfolio and concern about Company continuing as aHousing Finance Company. Response - During the previous financial year(s) the proportionof non-housing loan was more than the proportion of housing loan; there had beensubstantial rundown / down sell of book. Also negligible disbursements had been madeowning to the fact that the Company was under stress and had engaged with its lenders forarriving at the debt resolution plan. The Company had discontinued fresh sanctioning anddisbursement since May 2019. (ii) Opinion on loan advanced under the ‘General-PurposeCorporate Loan' product with significant deviations to certain bodies corporate includinggroup companies security creation and end use of funds.

Response - During the previous financial year(s) the Company had advanced loans underthe ‘General Purpose Corporate Loan' product to certain bodies corporate includingsome of the group companies. All the lending transactions undertaken by the Company werein the ordinary course of business the terms of which were at arms' length basis and thesame did not constitute transactions with related parties. However the Company'sborrowers in some cases had undertaken onward lending transactions and it was noticed thatthe end use of the borrowings from the Company included borrowings by or repayment offinancial obligations to some of the group companies. However the Company hasdiscontinued sanctioning and disbursement under this product since May 2019.

No fraud has been reported by the Auditors to the Audit Committee or the Board.

Secretarial Audit and Secretarial Compliance Report

Pursuant to the provisions of Section 204 of the Act read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed M/s. Aashish K. Bhatt & Associates Practicing Company Secretaries toundertake the Secretarial Audit of the Company. The Audit Report of the SecretarialAuditor is attached as Annexure – A.

Pursuant to circular No. CIR/ CFD/ CMD1/ 27/ 2019 dated February 8 2019 issued bySecurities and Exchange Board of India (SEBI) the Company has obtained SecretarialCompliance Report from Practicing Company Secretaries on compliance of all applicableSEBI Regulations and circulars / guidelines issued thereunder and the copy of the same wassubmitted with the Stock Exchanges within the prescribed due date. The observations andcomments given by the Secretarial Auditor in their Report are self-explanatory and hencedo not call for any further comments under Section 134 of the Act.

Secretarial Standards

During the year under review the Company has complied with the applicable SecretarialStandards issued by The Institute of Company Secretaries of India.

Maintenance of Cost Records

The Central Government has not specified maintenance of cost records for any of theproducts of the Company under Section 148(1) of the Act.

Annual Return

As required under Section 134(3)(a) of the Act the Annual Return for the financialyear 2020-21 is put up on the Company's website and can be accessed at https://www.reliancehomefinance.com/investor-relations - Annual Return 2020-21.

Particulars of Employees and related disclosures (a) Employees Stock Option Scheme

Employees Stock Option Scheme (ESOS Scheme) was approved and implemented by the Companyand Options were granted to the employees in accordance with guidelines applicable to ESOSScheme. The Nomination and Remuneration Committee of the Board monitors the Scheme. Theexisting ESOS Scheme is in compliance with the Act read with Rules made thereunder and theSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014(SEBI Regulations). The Company has received a certificate from the Auditors of theCompany that the ESOS Scheme have been implemented in accordance with the Act and the SEBIRegulations and as per the resolution passed by the members of the Company authorisingissuance of the said Options. The details as required to be disclosed under SEBIRegulations are put on the Company's website at https://www.reliancehomefinance.com/investor-relations.

(b) Other Particulars

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said Rules are provided in the AnnualReport which forms part of this Report.

Disclosures relating to the remuneration and other details as required under Section197(12) of the Act read with Rule5(1)oftheCompanies(AppointmentandRemuneration ofManagerial Personnel) Rules 2014 as amended are also provided in the Annual Reportwhich forms part of this Report. However having regard to the provisions of secondproviso to Section 136(1) of the Act the Annual Report excluding the aforesaidinformation is being sent to all the members of the Company and others entitled thereto.The said information is available for inspection up to the date of the Meeting on thewebsite of the Company. Any member interested in obtaining the same may write to theCompany Secretary and the same will be furnished on request.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

The Company is a Housing Finance Company and does not involve in any manufacturingactivity most of the information as required under Section 134(3)(m) of the Act read withRule 8 of the Companies (Accounts) Rules 2014 are not applicable. However theinformation as applicable has been given in Annexure – B forming part of this Report.

Corporate Governance

The Company has adopted ‘Reliance Group - Corporate Governance Policies and Codeof Conduct' which sets out the systems process and policies conforming to theinternational standards. The report on Corporate Governance as stipulated under Regulation34(3) read with Para C of Schedule V of the Listing Regulations and the Housing FinanceCompanies

- Corporate Governance (National Housing Bank) Directions 2016 as amended from timeto time is presented in separate section forming part of this Annual Report.

A Certificate from M/s. Aashish K. Bhatt & Associates Practicing CompanySecretaries confirming compliance to the conditions of Corporate Governance as stipulatedunder Para E of Schedule V of the Listing Regulations is enclosed to this Report.

Ombudspersons & Whistle Blower (Vigil Mechanism)

The Company has formulated an Ombudspersons & Whistle Blower (Vigil Mechanism)Policy to address the genuine concerns if any of the Directors and employees the policyhas been overseen by Audit Committee. No person has been denied for direct access to theChairperson of the Audit Committee. The details of the same have been stated in the Reporton Corporate Governance and the policy can be accessed on the Company's website.

Risk Management

The Company has laid down a Risk Management Policy defining Risk profiles involvingStrategic Technological Operational Financial Credit Organisational Legal andRegulatory risks within a well-defined framework. The Risk Management Policy acts as anenabler of growth for the Company by helping its businesses to identify the inherentrisks assess evaluate and monitor these risks continuously and undertake effective stepsto manage these risks. The Risk Management Committee comprises of Ms. Chhaya Virani asChairperson and Ms. Rashna Khan Mr. Ashok Ramaswamy Mr. Sushilkumar Agrawal and Mr.Sunil Wadikar as

Members the Committee periodically reviews the robustness of the Risk ManagementPolicy. The periodical update on the risk management practices and mitigation plan of theCompany are presented to the Audit Committee and Board of Directors. The Audit Committeeand Board periodically review such updates and findings and suggest areas where internalcontrols and risk management practices can be improved. More details on RiskManagement indicating development and implementation of Risk Management Policy includingidentification of elements of risk and their mitigation are covered in ManagementDiscussion and Analysis section which forms part of this Report.

Asset Liability Committee (ALCO) consisting of senior management executives monitorsliquidity and interest rate risks of the Company. The functioning of ALCO is reviewed bythe RMC which meets quarterly and reports to the Board of Directors. To enable resilientmodels for working and conducting business during times of uncertainty and crisis theCompany has business continuity plan (BCP) in place since 2013. The Company manages risksand build business continuity plans that allow us to focus on resilience in our day-to-daybusiness operations. The Company has invoked BCP from March 18 2020 after assessing themagnitude of the impact caused by the COVID-19 and are providing strategic support toensure continuation of critical activities. The Company has ensured protecting employee'shealth & safety by implementing work-from-home and at the same time ensuringcontinuation of business operations. The businesses are greatly adjusting to the changingneeds of its employees customers and suppliers while navigating the financialoperational and cyber security challenges during & post COVID-19.

Compliance with provisions of Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013

The Company is committed to uphold and maintain the dignity of women employees and ithas in place a policy which provides for protection against sexual harassment of women atwork place and for prevention and redressal of such complaints. During the year no suchcomplaints were received. The Company has also constituted an Internal Complaint Committeeunder the Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013.

Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility (CSR) Committee incompliance with the provisions of Section 135 of the Act read with the Companies(Corporate Social Responsibility Policy) Rules 2014. The CSR Committee has formulated aCorporate Social Responsibility Policy (CSR policy) indicating the activities to beundertaken by the Company. The CSR policy may be accessed on the Company's website at thelink: https://www.reliancehomefinance.com/corporate-governance/policies. Presently theCSR Committee consists of Ms. Chhaya Virani as Chairperson and Mr. Sunil Wadikar and Mr.Ashish Turakhia as Members. The disclosures with respect to CSR activities is given inAnnexure - C.

During the year 2020-21 the Company is not required to spend on CSR expenditurepursuant to the provisions of Section 135 of the Act and during the year 2019-20 theCompany was required to spend an amount of Rs 3.23 crore on CSR activities. The Company isfacing severe financial stress and accordingly the Lenders have entered into an InterCreditor Agreement (ICA) in terms of RBI Circular No. DBR.No.BP. BC.45/21.04.048/2018-19dated June 7 2019 on July 6 2019. As part of the same all cashflows of the Company areunder direct supervision and control of the Lenders for the purpose of debt resolution.Further the Hon'ble Delhi High Court vide its Order dated November 20 2019 has placedrestraint on the Company on incurring expenses other than in ordinary course of business.

In view of the aforesaid the Company had not spent the amount on CSR activities forthe year 2019-20 and will not spend the same for 2020-21 as well. The Company is committedto spend on CSR in the long term.

Order if any passed by Regulators or Courts or Tribunals

In the matter of C.P. No. 138 of 2020 IDBI Trusteeship Services Limited versusReliance Home Finance Limited and C.P. No. 139 of 2020 IDBI Trusteeship ServicesLimited versus Reliance Capital Limited & Ors a common Order was passed on June 212021 by Hon'ble National Company Law Tribunal Mumbai Bench allowing the Applicationsfiled under Section 71(10) of the Companies Act 2013 directing redemption ofdebentures of Debenture Trust. We have preferred appeals against the said orders beforeHon'ble NCLAT New Delhi.

Pursuant to Order dated November 20 2019 passed by the Hon'ble Delhi High Court in thematter of OMP(I) COMM. 419/2019 and OMP(I) COMM. 420/2019 the Company is prohibited todispose off alienate encumber either directly or indirectly or otherwise part with thepossession of any assets. The Company had filed writ petition with the Hon'ble High Courtof Delhi challenging Punjab National Bank's wrongful action of classifying the Company'saccount as a ‘fraud'. The Hon'ble High Court of Delhi had passed an order restrainingPunjab National Bank from taking any coercive action and directed categorization ofCompany as ‘Fraud' be kept in abeyance.

Bank of Baroda State Bank of India Federal Bank Indian Bank Bank of MaharashtraHDFC Bank Union Bank of India and Axis Bank Limited had also categorised Company'saccount as a fraud. The Hon'ble High Court of Delhi also passed similar order(s) andextended the stay on said banks as well.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls across the organization.The same is subject to review periodically by the internal audit cell for itseffectiveness. As regards the qualified opinion of auditors on the Internal FinancialControl it is stated that the Company is taking constant steps to further strengthen itscredit policy and make it more broad based well defined and robust and also to extend thescope of Internal Auditors to commensurate with the size and nature of Company's businessand operations. Also pursuant to the qualifications in the Auditors' Report for 2018-19the Company had discontinued fresh sanctioning and disbursement under the General-PurposeCorporate Loan product since May 2019.

General

During the year under review there were no reportable events in relation to issue ofequity shares with differential rights as to dividend voting or otherwise issue of sweatequity shares to its Directors or Employees proceedings pending under the Insolvency andBankruptcy Code 2016 and one-time settlement with any Bank or Financial Institution.

Acknowledgement

Your Directors would like to express their sincere appreciation for the co-operationand assistance received from shareholders debenture holders bankers financialinstitutions regulatory bodies and other business constituents during the year underreview. Your Directors also wish to place on record their deep sense of appreciation forthe commitment displayed by all executives officers and staff.

For and on behalf of the Board of Directors

Chhaya Virani Sunil Wadikar
Director Director
Mumbai
July 31 2021

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