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Sahara Housing Fina Corporation Ltd.

BSE: 511533 Sector: Financials
NSE: N.A. ISIN Code: INE135C01012
BSE 00:00 | 10 Jul 30.55 -0.30
(-0.97%)
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29.75

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30.80

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NSE 05:30 | 01 Jan Sahara Housing Fina Corporation Ltd
OPEN 29.75
PREVIOUS CLOSE 30.85
VOLUME 155
52-Week high 43.00
52-Week low 20.00
P/E 10.83
Mkt Cap.(Rs cr) 21
Buy Price 29.35
Buy Qty 1.00
Sell Price 30.55
Sell Qty 69.00
OPEN 29.75
CLOSE 30.85
VOLUME 155
52-Week high 43.00
52-Week low 20.00
P/E 10.83
Mkt Cap.(Rs cr) 21
Buy Price 29.35
Buy Qty 1.00
Sell Price 30.55
Sell Qty 69.00

Sahara Housing Fina Corporation Ltd. (SAHARAHOUSING) - Director Report

Company director report

Dear Members

The Board of Directors of your Company takes pleasure in presenting the Twenty-EighthAnnual Report along with the Audited Financial Statements for the financial year endedMarch 312019.

FINANCIAL RESULTS

The Financial Performance of the Company for the financial year ended March 31 2019is summarised below:

Particulars 2018-19 2017-18
Gross Income 133130831 136387963
Less:
- Interest 50504033 50568552
- Overheads 51750418 54494355
- Depreciation 1114269 609459
Profit Before Tax (PBT) 29762111 30715595
Provision for Taxation
- Current Tax 6647321 8153354
- Deferred Tax 1828357 (3197488)
- Income Tax related to earlier years 16739 17227
Profit After Tax (PAT) 21269694 25742504
Add: Profit carried from earlier years 155611940 136625544
Profit available for appropriations 176881634 162368048
Appropriations
Transfer to Special Reserve u/s 36(1)(viii) of the Income Tax Act 1961 read with Section 29C of the National Housing Bank Act 1987 5462677 6756108
Balance carried to Balance Sheet 171418957 155611940
Total 176881634 162368048

PERFORMANCE

Some of the key highlights of your company's performance during the year under review;

Profit (PBT & PAT) & Income

• The Profit and Loss Account shows a Profit Before Tax (PBT) of Rs 297.62 lakhsfor the year ended March 31 2019 after making provisions for NPAs and general provisionon Standard Loan Assets and taking into account all expenses including depreciation asagainst the PBT of Rs 307.16 lakhs for the previous year ended March 312018. Theprovision for income tax (net of deferred tax) is Rs 84.92 lakhs and the Profit After Tax(PAT) for the year is Rs 212.70 lakhs as against Rs 257.43 lakhs in the previous yearrepresenting a decrease in Net Profit of 17.38 per cent (approx). Taking into account thebalance of Rs 1556.12 lakhs brought forward from the previous year the distributableprofit as at March 31 2019 is Rs 1714.19 lakhs.

• The Gross Income for the year under review was Rs 1331.31 lakhs as against theprevious financial year's income of Rs 1363.88 lakhs.

Net Owned Fund (NOF) & Assets under Management (AUM)

• Shareholder's Equity (Net Owned Fund) as at March 31 2019 was Rs 4021.12 lakhsas against Rs 3808.42 lakhs in the previous year representing an increase of 5.58 percent.

• The total Assets under Management of the Company as on March 31 2019 was Rs11995.93 lakhs as against Rs 12680.55 lakhs in the previous year.

Transfer to Special Reserve

During the year under review your company transferred Rs 54.63 lakhs to the StatutoryReserve under Section 36(1)(viii) of the Income Tax Act 1961 read with Section 29C of theNHB Act 1987.

Deferred Tax Liability on the Special Reserve for the year under review has beencreated in accordance with the Circular No.: NHB(ND)/DRS/Policy Circular No. 65/2014/15dated August 22 2014 issued by the National Housing Bank (NHB).

Earnings per Share (EPS)

The Earnings per share (EPS) as at March 31 2019 was Rs 3.04 as against Rs 3.68 as atMarch 312018.

Share Capital

The paid up equity share capital as on March 31 2019 was Rs 7 Crores divided into7000000 equity share of face value of Rs 10 each.

a. Issue of equity shares with differential rights/ buy back

The Company neither issued equity shares with differential rights during the financialyear 2018-19 nor bought back any of its shares during the year under review.

b. Issue of sweat equity shares

The Company did not issue any sweat equity shares during the financial year 2018-19.

c. Issue of employee stock options

The Company did not issue any stock options during the financial year 2018-19.

d. Provision by company for purchase of its own shares by employees or by trustees forthe benefit of employees

The Company does not have a scheme for purchase of its own shares by employees or byany Trustee for the benefit of employees.

Subordinated Debt

Your Company did not raise any fresh money through subordinate debt during the yearunder review. As on March 312019 your Company's outstanding subordinated debt was Rs 25crore. The debt is subordinated to present and future senior indebtedness of your Company.Interest due thereon has been paid within the due date of payment.

Issue of (Unlisted) Secured Non-Convertible Debenture (NCD)

Your company did not raise fresh money through (Unlisted) Secured Non ConvertibleDebentures (NCD) during the year under review. As on March 312019 your Company'soutstanding secured long time borrowing was Rs 30 Cr. The Interest due thereon has beenpaid within the due date of payment.

Material Changes & Commitments occurring after the end of Financial Year

No material changes and/or commitments affecting the financial position of the Companyoccurred between the end of the financial year to which the attached financial statementsrelate to and upto the date of this report.

Capital Adequacy

As per the Housing Finance Companies (NHB) Directions 2010 every Housing FinanceCompany (HFC) shall maintain a minimum Capital Adequacy Ratio (CAR) of 12 percent. TheCapital Adequacy Ratio of your company as on March 31 2019 was 61.63 per cent. Thefollowing table sets out our capital adequacy ratios as at March 31 2017 2018 and 2019.

Particulars

As at March 31

2019 2018 2017
Capital Adequacy Ratio (%) 61.63 55.21 70.11

Investment in Subsidiaries Associates and Joint Ventures

Your Company does not have any subsidiary nor has it made any investment in associatesor joint ventures. Consequently the disclosure requirement as stipulated in terms ofsub-section (3) of Section 129 of the Companies Act 2013 read with rule (5) of theCompanies (Accounts) Rules 2014 is not applicable.

Lending Performance

During the year under review the Company disbursed loans aggregating to Rs 1585.89lakhs as against Rs 2584.66 lakhs in the previous year March 31 2018 thereby registeringa decrease of 38.64%. The overall outstanding loan portfolio as at March 31 2019 stood atRs 11995.93 lakhs as against Rs 12680.55 lakhs in the previous year March 31 2018.

The Cumulative Log-in Sanction and Disbursement as at March 31 2019 and 2018 are asunder:

Particulars

No. of Accounts

Amount (Rs in Lakhs)

2018-19 2017-18 2018-19 2017-18
Cumulative

Log-in

6421 6355 67153.07 65160.71
Cumulative

Sanction

4224 4163 48110.70 46432.03
Cumulative

Disbursement

4042 3958 43033.91 41448.02

Fresh Loans

The year-wise sanction and disbursement details for the previous five years are asunder;

Particulars 31.03.19 31.03.18 31.03.17 31.03.16 31.03.15
Sanction 1678.67 3722.60 2565.20 1697.68 918.50
Disbursement 1585.89 2584.66 1884.61 1455.85 1159.97

The Company continues to serve from four regions East (Kolkata) North (Lucknow)South (Hyderabad) and West (Mumbai) and eleven branches located at Kolkata SiliguriRanchi Durgapur Lucknow Gorakhpur Mumbai Pune Hyderabad Vijayawada andVisakhapatnam.

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY

Your Company strictly adheres to the prudential guidelines for Non- Performing Assets(NPAs) issued by the National Housing Bank (NHB) under its Directions of 2010 as amendedfrom time to time. As per the prudential norms the Company did not recognise any incomeon such NPAs. The Company has made appropriate provision for contingencies on standard aswell as non-performing housing loans and other loans as per the norms set by NHB.

The amount of Gross Non-Performing Assets (GNPA) on the Housing Loan portfolio as onMarch 31 2019 was Rs 829.08 lakhs against Rs 708.61 lakhs as at March 31 2018. TheExecutive Management is taking necessary steps to contain the same within limit.

Dividend

The Board of Director's felt it prudent to retain the earnings for the year underreview to be ploughed back in the lending business which shall result in augmenting theCompany's growth and consequently shareholder's wealth.

Deposits

Your Company has been granted certificate of registration by National Housing Bank NewDelhi as a non-deposit taking Housing Finance Company. In accordance with the saidstipulations the Company under the current management has neither accepted in the past norhas any future plans to accept any public deposits by whatever means called. There are nounclaimed deposits as on March 31 2019.

Particulars of Loans Guarantees or Investments

Since the company is a Housing Finance Company the disclosure regarding particulars ofloans given guarantees given and security provided is exempt under the provision ofSection 186(11) of the Companies Act 2013.

As regards investments there are no investments made by the Company for the year endedMarch 312019 except short term investment in Fixed Deposit with Nationalised Bank.

National Housing Bank (NHB) Guidelines

The Company has complied with the provisions of the Housing Finance Companies (NHB)Directions 2010 as prescribed by NHB and has been in compliance with the variousCirculars Notifications and Guidelines issued by National Housing Bank (NHB) from time totime.

Other Regulatory Compliance

The Company has also been following directions guidelines circulars issued by SEBIStock Exchange (BSE) and MCA from time to time pertaining to listed companies.

In order to prevent frauds in loan cases involving multiple lending from differentbanks / housing finance companies the Government of India has set up the Central Registryof Securitization Asset Reconstruction and Security Interest of India (CERSAI) underSection 20 of the SARFAESI Act 2002 to have a central database of all mortgages created bylending institutions. Your Company is registered with CERSAI and the data in respectthereto is being submitted from time to time.

Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association Shri Joy Broto Roy (DIN: 00432043) (Non-Executive &Non-Independent) Director of your Company retires by rotation and is eligible forreappointment at the ensuing Annual General Meeting.

Shri Brijendra Sahay Independent Director retires on September 30 2019 and offershimself for re-appointment for another 5 years term and is eligible for reappointment atthe ensuing Annual General Meeting.

None of the Non-Independent Directors of the company are related to each other. Briefresumes of the Directors proposed to be re-appointed nature of their expertise inspecific functional areas and names of other companies in which they hold Directorshipalong with their Membership / Chairmanship of Committees of the Board as stipulated underRegulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirement) Regulation2015 are provided in the annexure to the Notice of the Twenty Eighth Annual GeneralMeeting being sent to the members along with the Annual Report.

Based on the confirmations received none of the Directors are disqualified for beingappointed / reappointed as Directors in terms of Section 164 the Companies Act 2013.

During the year under review no stock options were issued to the Directors of theCompany.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and theprovisions of Regulation 16(1)(b) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

Shri D J Bagchi Chief Executive Officer Company Secretary and Manager under Section196 197 198 and as a Key Managerial Personnel under Section 203 of the Companies Act2013 and rules made there under continues to serve your company

Shri Vivek Kapoor continues to serve your company as Chief Financial Officer (CFO) anda Key Managerial Personnel under Section 203 of the Companies Act 2013.

Board Meetings

The Board during the relevant financial year had met five times on May 29 2018 August07 2018 September 27 2018 November 12 2018 and February 08 2019 respectively.

Secretarial Standards issued by Institute of Company Secretaries of India (ICSI)

Pursuant to the provisions of the Companies Act 2013 the Company has complied withthe Secretarial Standard on the Meetings of the Board of Directors (SS-1) and SecretarialStandard on General Meetings (SS-2) issued by the Institute of Company Secretaries ofIndia (ICSI) and approved by the Central Government under Section 118(10) of the CompaniesAct 2013.

Auditors

In terms of Section 139 of the Companies Act. 2013 M/s Chaturvedi & PartnersChartered Accountants (FRN: 307068E) has been appointed as Statutory Auditors of theCompany in 26th Annual General Meeting of the Company up to the conclusion of 29th AnnualGeneral Meeting of the Company subject to annual ratification. The requirements to placethe matter relating to appointment of auditors for ratification by Members at every AGMhas been done away by the Companies (Amendment) Act 2017 with effect from May 07 2018.Accordingly no resolution is being proposed for ratification of appointment of statutoryauditors at the ensuing AGM.

Notes to Accounts and Auditors Report

No adverse remark or observation is given by the Statutory Auditors. The observationsmade by the Statutory Auditors in their report read with the relevant notes to accountsare complete transparent and self explanatory and therefore do not call for any furthercomments by the Board.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed Shri P V Subramanian Practicing Company Secretary (CP: 2077)as the Secretarial Auditor of the Company for the financial year 2018-2019. TheSecretarial Audit Report for the financial year ended March 312019 is annexed as“Annexure - 2” to this report. The observations made by the Secretarial Auditorin his report that are self explanatory and therefore do not call for any furthercomments by the Board.

Directors Responsibility Statement

Your Directors would like to inform that the audited accounts for the year ended March312019 are in conformity with the requirements of the Companies Act 2013 and theybelieve that the financial statements reflect fairly the form and substance oftransactions carried out during the year and reasonably present the Company's financialcondition and results of operations.

These Financial Statements are audited by M/s. Chaturvedi & Partner CharteredAccountants the Statutory Auditors of the Company and pursuant to the provisions ofSection 134(5) of the Companies Act 2013 it is hereby confirmed that;

a. in the preparation of the annual accounts for the year ended March 31 2019 theapplicable Accounting Standards had been followed along with proper explanation relatingto material departures

b. the directors had selected such Accounting Policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as at March 31 2019 and of the profit ofthe Company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d. the directors had prepared the annual financial statements on a going concern basis;

e. the directors had laid down Internal Financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Disclosure under Sub-Section (3) of Section 134 of Companies Act 2013 Read with Rule8(3) of the Companies (Accounts) Rules 2014

Your Company is not engaged in any manufacturing activity and thus its operations arenot energy Intensive and the particulars relating to conservation of energy and technologyabsorption as per Section 134(3) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014 are not applicable. There has been no foreign exchangeearnings and outgo during the year under review.

Employee Remuneration

The ratio of the remuneration of each Director to the median employees remuneration andother particulars or details of employees pursuant to Section 197(12) of the CompaniesAct 2013 along with the names of top 10 employees in terms of remuneration drawn readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 as amended are attached to this Report as “Annexure - 1”.

Maintenance of Cost Records

Disclosure required for maintenance of Cost Record appears in the Auditors' Report.

Prevention of Sexual harassment at Work Place

The Company has Zero tolerance towards any action on the part of any executive / staffwhich may fall under the ambit of ‘Sexual Harassment' at workplace and is fullycommitted to uphold and maintain the dignity of every women executive / staff working inthe company. No complaint was filed during the year in this regard.

Corporate Governance & Management Discussion and Analysis

Pursuant to Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section titled Report on Corporate Governanceand Management Discussion and Analysis forms part of this Annual Report. The Report onCorporate Governance also includes certain disclosures that are required as per theCompanies Act 2013.

The certificate by Ms. Mona Agarwal Company Secretary in Practice [Membership No.:33191 CoP. No.: 12629] confirming compliance with the conditions of Corporate Governanceas stipulated in Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of this Annual Report. The saidcertificate for financial year 2018-19 does not contain any qualification reservation oradverse remark.

Internal Control

The Company has an adequate internal audit system in place whereby the Internal Auditis conducted by the Internal Auditors and reports are submitted on a periodic basis. Theaudit function maintains its independence and objectivity while carrying out itsassignments. It evaluates on a continuous basis the adequacy and effectiveness of internalcontrol mechanism adherence to policies procedures as well as regulatory and legalrequirements. The function also recommends improvement in operational processes andsuggests streamlining of controls against various risks. The Audit Committee of the Boardreviews the internal audit function on a continuous basis.

Significant / Material Orders Passed by the Regulator or Court or Tribunals

There were no significant / material orders passed by any Regulator or Court orTribunal which would impact the going concern status of the Company and its futureoperations.

Change in the Nature of Business

There are no changes in the Nature of Business.

Nomination (Including Boards Diversity) Remuneration & Evaluation Policy

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Nomination (including Boards Diversity) Remuneration & Evaluation Policywhich inter-alia lays down the criteria for identifying the persons who are qualified tobe appointed as Directors and/or Key Managerial Personnel of the Company along with thecriteria for determination of remuneration of Directors and KMPs including theirevolutions and includes other matters as prescribed under the provisions of the section178 of Companies Act 2013 and Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015.

During the year under review your Company has amended the subject policy to align thesame with the requirements of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015.

The details of the same are provided in Corporate Governance Report forming part ofthis Annual Report.

Related Party Transaction Policy & Transactions

Related Party Transaction Policy is intended to ensure requisite approval reportingand disclosure of transactions between the Company and its related parties. The saidpolicy also defines the materiality of related party transactions and lays down theprocedures of dealing with related party transactions.

There were no materially significant related party transactions i.e. transactions ofmaterial nature with its promoters directors or senior management or their relativesetc. that may have potential conflict with the interest of company at large.

During the year the Company has not entered into any material contract arrangement ortransaction with related parties as defined in the SEBI Listing Regulations and RelatedParty Transaction Policy of the Company. None of the Directors have any pecuniaryrelationships or transactions vis-a-vis the Company. The Related Party Transactions as perrequirement of Accounting Standard 18 are disclosed at Note No. 50 of the Notes formingpart of the Accounts in the Annual Report annexed herewith.

The Related Party Policy is available on the website of the Company at the URLhttp://www.saharahousingfina. com/ annual report/related-party-transaction-policy.pdf

Annual Evaluation of Board Performance and Performance of its Committees and IndividualDirectors

Provisions of the Companies Act 2013 mandates formal annual evaluation of the Board ofDirectors and its committees. The provisions of Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 also require that theBoard shall monitor and review the Board Evaluation Framework.

The annual performance evaluations of the Board as a whole all Directors as well asthe evaluation of the Board Committees including Audit Committee Nomination &Remuneration Committee Risk Management Committee and Stakeholders Relationship Committeeof the

Company were carried out. The details of evaluation process as carried out and theevaluation criteria and framework have been explained in the Corporate Governance Reportforming partofthis Annual Report.

Insurance of Company's Property

Your Company has insured its various properties and facilities against the risk offire theft etc. so that financials are not impacted in the unfortunate event of suchincidents. However your Company does not offer at present Directors and OfficersLiability Insurance Policy.

Risk Management Policy & Asset Liability Management Committee (ALCO)

The company has in place Asset Liability Committee (ALCO) which monitors and on anongoing basis liquidity interest rate and funding risks to which the Company issusceptible. Liquidity risk is caused by an asset-liability mismatch resulting from adifference in the maturity profile of the assets and liabilities. Unexpected increases inthe cost of funding an asset portfolio at the appropriate maturity and the risk of beingunable to liquidate a position in a timely manner at a reasonable price are some of thetriggers of this risk.

The liquidity risk among housing finance companies stems from the fact that the assetsgenerated by housing finance companies have an average tenure of 10 - 12 years while theliabilities have seven to ten years. The Company actively monitors its liquidity positionto ensure that it can meet all requirements of its borrowers while also meeting therequirements of its lenders and also strengthen its ability to consider investmentopportunities as they arise. The Asset Liability Management Committee (“ALCO”)comprising Senior Management Team who lays down policies and quantitative limits which theAudit Committee and the Board are periodically apprised in this regard.

Corporate Social Responsibility Policy

Pursuant to the provisions of section 135 and schedule VII of the Companies Act 2013at present the CSR provisions are not applicable to the Company.

Codes Standards and Policies

Know Your Customer & Anti-Money Laundering Measures

Your Company has a Board approved Know Your Customer & Anti Money LaunderingMeasure Policy (KYC & AML Policy) in place which is strictly adhered to. The saidPolicy is in line with the National Housing Bank (NHB) guidelines.

The Company has also adhered to the compliance requirement in terms of the said policyrelating to the monitoring and reporting of cash / suspicious transactions. The Company iscommitted to furnish to Financial Intelligence Unit (FIU) India in the electronicmedium information of all cash transactions of the value of more than Rupees ten lakh orits equivalent in foreign currency and suspicious transactions whether or not made incash in terms of the said Policy.

The said policy is available on website of the Company at the URLhttp://www.saharahousingfina.com/kycp.html.

Fair Practice Code

Your Company has in place a Fair Practice Code (FPC) which includes guidelines onappropriate staff conduct when dealing with the customers and on the organisationspolicies vis-a-vis client protection. The FPC is being revised and updated to align thesame with the improved practices in relation to the dealings of the Company with itscustomers and as per the various circulars issued by the National Housing Bank.

The said policy is available on website of the Company at the URLhttp://www.saharahousingfina.com/fpc.html.

Whistle Blower Policy (Vigil Mechanism)

Pursuant to the provisions of Section 177(9)&(10) of the Companies Act 2013 readwith Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 your Company has in place a Whistle Blower Policy which provides for a vigilmechanism that encourages and supports its Directors and employees to report instances ofillegal activities unethical behaviour actual or suspected fraud or violation of theCompany's Code of Conduct or Ethics Policy. It also provides for adequate safeguardsagainst victimisation of persons who use this mechanism and direct access to the Chairmanof the Audit Committee in exceptional cases.

The said policy is available on website of the Company at the URLhttp://www.saharahousingfina.com/wbp.html.

Code of Conduct for Board of Directors and the Senior Management Personnel

Your Company has in place Code of Conduct for the Board of Directors and the SeniorManagement Personnel to set forth the guiding principles on which the Company and itsBoard and Senior Management Personnel shall operate and conduct themselves withstakeholders government and regulatory agencies media and anyone else with whom it isconnected in a professional and respectful manner.

The declaration by the CEO of the Company regarding compliance with the Code of Conductfor Board Members and Senior Management is annexed with the Corporate Governance report.

The said policy is available on website of the Company at the URLhttp://www.saharahousingfina.com/ Code of Conduct Directors Sr%20Mngmnt Pe'l REVISED 2015.pdf.

Code for Prevention of Insider Trading Practices

Your Company has formulated and adopted a Code for Prevention of Insider TradingPractices in accordance with the model code of conduct as prescribed under the SEBI(Prohibition of Insider Trading) Regulations 2015. The code lays down guidelines whichincludes procedures to be followed and disclosures to be made while dealing in the sharesof the Company. The code is applicable to the promoters directors senior designatedemployees and the said persons are restricted from dealing in the securities of theCompany during the restricted trading periods notified by the Company.

Policy in Disclosure of Material Events and Information

Your Company has formulated and adopted the policy on disclosure of material events andinformation in accordance with Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 to determine the events andinformation which are material in nature and are required to be discloses to the stockexchanges.

The said policy is available on website of the Company at the URLhttp://www.saharahousingfina.com/ annual report/Materiality Policy.pdf

Policy on Preservation of Documents and Records

Your Company has formulated and adopted the policy on documents and records inaccordance with Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. The policy ensures that the company complies with theapplicable documents retention laws preservations of various statutory documents and alsolays down minimum retention period for the documents and records in respect of which noretention period has been specified by any laws / rule / regulations.

Other Policies as Per NHB Rules/Guidelines

Your Company has formulated and adopted the policies on Partial / Part-PrepaymentsForeclosure / Pre-closure of loan prior to actual / agreed date of closure Code ofConduct for Direct Selling Agents Guidelines for Recovery Agents Policy on Refunds ofFees (AF/PF) etc in order to upgrade the procedures of collecting the information fromthe prospective borrowers and to ensure fair practices in dealing with the borrowers.

Listing of Shares of the Company

The Equity Shares of your Company continue to remain listed (Group-B) on the BSE Ltd.The Company has paid the listing fees as payable to the BSE Ltd. for the financial year2019-20.

Technology Updation

Your company remains committed to upgrade its existing system software and informationtechnology so as to improve operational efficiencies and optimize cost. However thefinancial implications being a constraint the company is steadily progressing to achievethe envisaged goal. During the year under review your company commenced upgradation /procurement of hardware and software technology and as a result of which the dependencyon custom driven reporting increased. It is expected that the system and proceduresincluding MIS and reports shall be strengthened with its complete commissioning.

In consonance with earlier years the emphasis continues to improve procedures so as toprovide adequate checks and alerts against probable frauds that may arise due tomisrepresentation by applicants and even to ensure fair practice in dealing withborrowers.

Depository System

The Company has entered into an agreement with CDSL / NSDL for transaction of shares indematerialized form. As on March 312019 only 3.01 percent of the Company's paid up ShareCapital consisting of210328 shares were held in physical form. As per the Securities andExchange Board of India's (SEBI) instructions the Company's shares have to be transactedin dematerialised form and therefore members are requested to convert their holdings todematerialised form.

Human Resources and Training

Your Company continues its focus to improve human resource competence and capabilitiesin the Company to deliver the desired / better results. The Company aims to align HRpractices with business goals motivate people for higher performance and build acompetitive working environment. Your company strives to ensure overall employeedevelopment and retention thus making them a core participant to the Company's success.Rewarding and recognizing high performing employees are vital to the company's success.The Board values and appreciates the contribution and commitment of the employees towardsperformance of your Company during the year. In pursuance of the Company's commitment todevelop and retain the best available talent the Company continued to offer in-housetraining programme to staff members in executive development leadership and managementskills. The Company continues to sponsor its employees at various levels to attend variousseminars workshops and programmes conducted under the aegis of various organizations andinstitutions including training programmes conducted by National Housing Bank ICAI ICSI& others and firmly believes it to be an investment in building leadership qualitiesamongst selected promising employees.

Employee relations remained cordial and the work atmosphere remained congenial duringthe year.

Insurance Coverage to Borrowers

Your Company in tie-up with National Insurance Company Limited offers comprehensiveinsurance cover product called “National Insurance Sahara Home Loan SurakshaBima” offering protection to the borrowers (optional) of the Company against thefollowing risks / perils / natural calamities;

A. Personal Accident Insurance: Death due to accident/ accidental loss of two limbstwo eyes or one limb and one eye; Permanent total disablement from injuries other thannamed above.

B. Property Insurance: Fire / Storm / Earthquake / Riot Strike and Malicious damage /Lightning / Explosion / Implosion / Aircraft damage Impact damage / Subsidence andLandslide including Rock Slide / Bursting or Overflowing of Water Tanks & PipesMissile testing operations / Leakage from Automatic Sprinkler Installations Bush Fire /other natural calamities.

The details regarding the product (e.g. Sum insured premium payable etc.) areexplained to the borrowers during personal discussion with them at the time of creditappraisal.

Go Green Initiatives

Like previous year the go green initiative to send annual report in electronic formatto the shareholders who have registered their e-mail ID with their Depository Participantshall be continued. The shareholders who have not yet registered their e-mail ID arerequested to do so to enable the Company to effectively comply with this initiative.

Extract of Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014the extract of theAnnual Return as at March 31 2019 in the prescribed form MGT 9forms part of this reportand is annexed as “Annexure - 3”.

Acknowledgements

Your Directors wish to place on record their gratitude for the continued support ofvarious authorities including the National Housing Bank SEBI BSE Limited NSDL CDSL andCredit Rating Agency (Infomerics Valuation & Rating Private Limited) and also forsupport and faith reposed in the Company by the Borrowers all Bankers Debenture holdersTrustees (Catalyst Trusteeship Limited) and others.

The Board also places on record its deep appreciation for the significant contributionsmade by its employees at all levels and for the dedication and commitment of the employeesas a result of their hard work co-operation and support the Company has been able tomaintain its consistent growth.

The Board would also like to express its sincere appreciation to the Company's RTAService Providers and Counsellors for their continued co-operation.

For and on behalf of the Board of Directors

(Brijendra Sahay) (Anshu Roy)
Kolkata

Director

Director

August 14 2019

(DIN 00017600)

(DIN 05257404)