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SRG Housing Finance Ltd.

BSE: 534680 Sector: Financials
NSE: N.A. ISIN Code: INE559N01010
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NSE 05:30 | 01 Jan SRG Housing Finance Ltd
OPEN 217.40
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VOLUME 456
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P/E 13.21
Mkt Cap.(Rs cr) 280
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OPEN 217.40
CLOSE 217.40
VOLUME 456
52-Week high 257.75
52-Week low 112.05
P/E 13.21
Mkt Cap.(Rs cr) 280
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

SRG Housing Finance Ltd. (SRGHOUSING) - Director Report

Company director report

<dhhead>Director’s Report</dhhead>

To

The Members

SRG Housing Finance Limited

The Board of Directors of your Company take pleasure in presentingbefore you the 23rd Annual Report on the operational and business performanceof the Company together with the Audited Financial Statements for the Financial Year endedMarch 31 2022.

 

FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS & STATE OF AFFAIRS:

The summarized financial performance for the Financial Year ended March31 2022 and a comparison with previous year are as under:

(Rs In Crores)

Particulars

2021-22

2020-21

Profit Before Fair Value Changes and Provision for Expected Credit Loss

25.90

25.33

Net Gain/(Loss) on Fair Value Changes

(0.02)

0.10

Impairment on Financial Instruments (Expected Credit Loss)

(0.35)

(1.66)

Profit Before Tax

25.53

23.77

Less : Tax Expenses (Including Deferred tax)

5.2

4.94

Profit After Tax

20.32

18.83

Other Comprehensive Income

(0.19)

(0.09)

Total Comprehensive Income

20.13

18.75

Retained Earnings

68.28

52.27

Opening Balance

52.27

37.32

Profit for the year

20.32

18.83

Other Comprehensive Income

(0.19)

(0.09)

Amount Available for Appropriations

72.40

56.06

Appropriations:

0.00

0.00

Transferred to Special Reserve under Section 36(1)(viii) of The Income Tax Act 1961 & Section 29C of the NHB Act 1987

4.13

3.80

Excess provision

(0.00)

(0.01)

Other Adjustment due to IND AS

0.00

0.00

 

Note: Figures have been regrouped/recalssified/rounded off wherevernecessary

 

BUSINESS PERFORMANCE:

A. Lending operations:

Assets Under Management (AUM):

During the year under review SRG Housing maintained sustainablegrowth. The Gross Loan Book as at March 31 2022 stood at Rs 340.01 Crores as against Rs325.40 Crores as at March 31 2021 growth of 4.48%. As at March 31 2022 the LoanPortfolio contributing Housing loans as 65.11% (previous year 67.79%) and Loan againstproperties (LAP) as 34.89% (previous year 32.21%).

 

Sanctions:

During the Financial Year under review your Company sanctioned housingloans of Rs 53.72 Crores as compared to Rs 54.64 crores in the previous financial year andLAP sanctioned Rs 35.07 crores as compared to Rs 42.21 crores in previous financial year.

 

Disbursements:

During the Financial Year under review your Company disbursed housingloans of

Rs 49.13 Crores as compared to Rs 49.49 crores in the previousfinancial year and LAP disbursed Rs 35.76 crores as compared to Rs 40.39 crores inprevious financial year.

Further details of lending operations are provided in the ManagementDiscussion and Analysis Report.

 

B. Profits:

The profit before tax for FY22 increased by 7.40% to Rs 25.53 crores(FY21: Rs 23.77 crores).

The profit after tax for FY22 increased by 7.91% to Rs 20.32 crores(FY21: Rs 18.83 crores).

 

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:

The Gross NPA of your Company as on March 31 2022 was Rs 8.40 Crore;2.47% (previous year Rs 7.62 Crore; 2.34%). The Net NPA as on March 31 2022 was Rs 1.41Crore; 0.42% (previous year 1.35 Crore; 0.42%). The Company has written off loansamounting to Rs 0.35 crores in FY22 (FY21: Nil) on which corresponding opening provisionswere reversed.

The regulatory and compliance reporting has been done in accordancewith the prudential guidelines for Non-Performing Assets (NPAs) issued by the Reserve Bankof India under Master Direction - Non Banking Financial Company - Housing Finance Company(Reserve Bank) Directions 2021.

Your Company has made adequate provision for the assets on whichinstalments are overdue for more than 90 days and on other assets as required. Fordetails on the impairment provisioning please refer note no. 59 to the financialstatements.

The Company has maintained cumulative provision of Rs 8.09 Croresagainst the required provision of Rs 4.38 crores (previous year Rs 7.75 Crores againstthe required provision of Rs 4.10 crores)

On November 12 2021 RBI issued a notification on Prudential Norms onIncome Recognition Asset Classification and Provisioning (IRACP) pertaining to AdvancesClarification with the objective of harmonising regulatory guidelines for all lendinginstitutions. RBI stipulated that borrower accounts be flagged as overdue as part of theirday-end process for the due date. RBI also stipulated that NPA accounts can only beupgraded to standard provided all outstanding dues have been fully repaid. In February2022 RBI provided time till September 30 2022 for NBFCs to comply with the upgradationcriteria. The Company has opted for such deferment.

 

CAPITAL ADEQUACY RATIO:

Particulars as on March 31

2022

2021

Capital Adequacy Ratio

38.30%

38.06%

 

The Company maintains an adequate Capital Adequacy Ratio which is farhigher than the minimum required level of 15% under the RBI Master Directions signifyingthe strong position of the Company.

 

DIVIDEND:

Your Directors felt it prudent to retain the earnings for the yearunder review to be ploughed back in business which shall result in further augmentationof the Company's growth and Shareholders' wealth.

 

CHANGES IN SHARE CAPITAL:

During the year under review there was no changes in the Share Capitalof the Company.

 

BORROWINGS:

A. Refinance from National Housing Bank (NHB):

NHB continued to extend its support to your Company through variousschemes and refinance; during the Financial Year under review your Company has availedrefinance assistance of Rs 25 crores and Rs 10 crores under special refinance scheme.

The refinance outstanding as at March 31 2022 amounts to Rs 26 crores.

 

B. Banks and Financial Institutions:

The Company availed fresh credit facilities of Rs 132.40 crores frommultiple Banks and Financial Institutions during the year 2021-2022. The outstandingcredit facilities from Banks and Financial Institutions as at March 31 2022 amount to Rs208.93 Crore.

During the year the rating assigned to term loans continued as BWR BBB(BWR Triple B) Outlook: Stable from Brickwork Ratings the Credit Rating Agency.

Further the CARE Rating Agency has also assigned CARE BBB; stable tolong term bank facilities in May 2022.

 

C. Non-Convertible Debentures ("NCDs"):

During the year 2021-2022 the Company did not issue any NCDs. Theoutstanding NCDs as at March 31 2022 stood at Rs 51.70 Crores. During the year therating assigned to NCDs continued as BWR BBB (BWR Triple B) Outlook: Stable from BrickworkRatings the Credit Rating Agency. Further for NCDs amounting to Rs 25 Cr along withBrickwork rating credit rating of ACUITE BBB also issued by ACUITE the credit ratingagency.

Disclosure in accordance with the RBI Master Direction - Non-BankingFinancial Company - Housing Finance Company (Reserve Bank) Directions 2021.

i. The total number of non-convertible debentures which have not beenclaimed by the investors or not paid by the housing finance Company after the date onwhich non-convertible debentures became due for redemption.- Nil

ii. The total amount in respect of such Debentures remaining unclaimedor unpaid beyond the date of such debentures become due for redemption- Nil

Debenture Trust Agreement(s) were executed in favour of CatalystTrusteeship Limited for NCDs issued by the Company on private placement basis.

Further details of borrowings are provided under notes to accounts.

 

UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:

As at March 31 2022 dividend amounting to Rs 5025/- has not beenclaimed by the shareholders The Company has been intimating the shareholders to lodgetheir claim for dividend from time to time.

Under the provisions of Section 124 and 125 of The Companies Act 2013and Rules framed thereunder and Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016 read with the relevant circulars andamendments thereto dividends that remain unclaimed for a period of seven years from thedate of declaration are required to be transferred to the Investor Education andProtection Fund (IEPF) administered by the Central Government.

Further as per the provisions of Section 124(6) of The Companies Act2013 read with the Investor Education & Protection Fund Authority (Accounting AuditTransfer & Refund) Rules 2016 the shares in respect of which the dividend has notbeen claimed for seven (7) consecutive years are required to be transferred by the Companyto the designated Demat account of the IEPF Authority.

In terms of the above Rules reminder letters were sent by the Companyto all the shareholders who had not claimed their dividends for a consecutive period of 7years informing that their shares will be transferred to IEPF suspense account on the duedate if they do not place their claim for unclaimed dividend amounts before the Company.

As at March 31 2022 there is no unpaid/ unclaimed Dividend and theshares to be transferred to the Investor Education & Protection Fund.

In terms of the IEPF (Uploading of information regarding unpaid andunclaimed amounts lying with Companies) Rules 2012 the Company has made the relevantdisclosures to the Ministry of Corporate Affairs (MCA) regarding unpaid/unclaimeddividends.

The Company has uploaded prescribed information on www.iepf.gov.in andwww.srghousing.com.

Further details on unclaimed dividend and unclaimed shares are providedin Report on Corporate Governance.

 

UNCLAIMED NON-CONVERTIBLE DEBENTURES AND INTEREST THEREON:

Under the provisions of Section 125 of The Companies Act 2013 MaturedNCDs and/or Interest thereon remaining unclaimed and unpaid for a period of seven yearsfrom the date they became due for payment are required to be credited to InvestorEducation and Protection Fund (IEPF) established by the Government of India.

As at March 31 2022 there was no NCDs amount or interest thereonwhich remain unclaimed and unpaid.

 

MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA):

Pursuant to Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (Listing Regulations) and Master directionsissued by Reserve Bank of India (RBI) Report on Management Discussion and Analysis isforming part of this Annual Report.

 

DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARYASSOCIATE OR JOINT VENTURE COMPANIES:

During the year under review the Company does not have any SubsidiaryAssociate or Joint venture Companies.

 

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 22 AND DATE OF THIS REPORT:

No material changes and commitments affecting the financial positionof the Company have occurred between the financial year ended March'22 and date of thisDirector's Report.

 

DIRECTOR’S RESPONSIBILITY STATEMENT:

In pursuance of Section 134 (3) (c) read with Section 134(5) of TheCompanies Act 2013 and based on the information provided by the management yourDirectors hereby confirm that:

a. In the preparation of the annual accounts for the year ended onMarch 31 2022 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;

b. Accounting policies selected were applied consistently. Reasonableand prudent judgments and estimates were made so as to give a true and fair view of thestate of affairs of the Company as at March 31 2022 and of the profit of the Company forthe year ended March 31 2022.

c. Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of The Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities;

d. The annual accounts of the Company have been prepared on a goingconcern basis;

e. Internal Financial Controls have been laid down to be followed bythe Company and such Internal Financial Controls were adequate and operating effectively;

f. Systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.

 

DISCLOSURE UNDER SECTION 43(A)(II) OF THE COMPANIES ACT 2013:

The Company has not issued any shares with differential rights andhence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4)of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

 

DISCLOSURE UNDER SECTION 54(1)(D) OF THE COMPANIES ACT 2013:

The Company has not issued any sweat equity shares during the yearunder review and hence no information as per provisions of Section 54(1)(d) of the Actread with Rule 8(13) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

 

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013:

During the year under review there were no instances of non-exercisingof voting rights in respect of shares purchased directly by employees under a scheme henceno information pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies(Share Capital and Debentures) Rules 2014 is furnished.

 

DISCLOSURE UNDER RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014:

During the year under review the Company has not made any applicationnor any proceedings are pending under the Insolvency and Bankruptcy Code 2016. Furtherthere were no instances of one-time settlement for any loans taken from the Banks orFinancial Institutions.

 

REGULATORY COMPLIANCES:

The Company is in compliance with applicable Circulars Notificationsand Guidelines issued by RBI and NHB from time to time.

Your Company is also in compliance with the applicable provisions ofthe Companies Act 2013 and Rules thereunder Secretarial Standards SEBI LODR Regulationsand other applicable statutory requirements.

For more details regarding Compliances please refer the SecretarialAudit Report enclosed to this Report.

During the Financial Year no penalty was imposed on the Company by anyregulator/ supervisor/ enforcement authority.

 

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

Your Company has taken adequate steps to adhere to all the stipulationslaid down in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015RBI Master Directions and the Companies Act 2013 and Rules thereto as amended from timeto time.

Pursuant to the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 RBI Master Directions and disclosures as required under The CompaniesAct 2013 and the Rules thereto a separate Section titled 'Report on CorporateGovernance’ forms part of this Annual Report.

The certificate by the Secretarial Auditor confirming compliance withthe conditions of Corporate Governance as stipulated in the SEBI (LODR) Regulations 2015forms part of this report.

The said certificate for financial year 2021-22 does not contain anyqualification reservation or adverse remarks.

In terms of Section 136 of The Companies Act 2013 the reports andaccounts are being sent to the members and others entitled thereto.

 

INTERNAL GUIDELINES ON CORPORATE GOVERNANCE:

As on March'22 your Company adhered to the Internal Guidelines onCorporate Governance adopted in accordance with Master Directions-Non-Banking FinanceCompany (Housing Finance Company) (Reserve Bank) Directions 2021 which inter-aliadefines the legal contractual and social responsibilities of the Company towards itsvarious Stakeholders and lays down the Corporate Governance practices of the Company. Thesaid policy is available on the website of the Company and can be accessed at https://www.srghousing.com/Corporate-Governance-Policy.

 

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered by the Company withrelated parties are in the ordinary course of business and on an arm's length basis. YourDirectors draw attention of the Members to Note no. 34 to the Financial Statements whichsets out related party disclosures. During the year the Company had not entered into anycontract / arrangement / transaction with related parties which could be consideredmaterial in accordance with Section 188 of Companies Act 2013 accordingly information inForm AOC-2 is not annexed.

All related party transactions are approved by the Audit Committee orBoard or members at a general meeting as applicable.

The policy on transactions with related parties is given as elsewherein this report and also available at the website of the Company www.srghousing.com.

 

RISK MANAGEMENT POLICY:

Pursuant to Section 134 (3) (n) of The Companies Act 2013 The SEBI(LODR) Regulations 2015 and RBI Master directions the Company has in place a riskmanagement framework approved by the Board of Directors.

SRGHFL's Risk Management framework provides the mechanism for riskassessment and mitigation. Company has in place Risk Management Committee. The details ofthe Committee and its terms of reference are set out in the Corporate Governance Reportforming part of the Director's Report.

At present the Company has not identified any element of risk which maythreaten the existence of the Company.

 

CORPORATE SOCIAL RESPONSIBILTY POLICY AND INITIATIVES:

In accordance with the provisions of Section 135 of The Companies Act2013 and the rules framed thereunder the Company has a Corporate Social ResponsibilityCommittee. The role of the CSR Committee is to review the CSR policy indicate activitiesto be undertaken by the Company towards CSR activities and formulate a transparentmonitoring mechanism to ensure implementation of projects and activities undertaken by theCompany towards CSR activities.

During the year the Company's CSR activities focused on COVID-19relief healthcare and other activities in accordance with Schedule VII of the Act and CSRPolicy of the Company. The total amount spent during financial year 2021-22 was Rs 44.62Lakhs (Previous Year Rs 55.21 Lakhs). The Annual Report on CSR activities including briefcontents are provided to this report.

Further your Company has constituted a separate entity named as"SRG Foundation" to effectively channelize CSR Funds to provide impetus onphilanthropic initiatives of your Company. Your Company plans to drive CSR initiativesdirectly as well as through the SRG Foundation to spend maximum available funds for CSR.

 

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The scope and authority of the Internal Auditfunction is defined by board. To maintain its objectivity and independence the InternalAuditor reports to the Chairman of the Audit Committee of the Board and/or to the ManagingDirector.

The Internal Auditor monitors and evaluates the efficacy and adequacyof Internal Control System in the Company its compliance with operating systemsaccounting procedures and policies of the Company.

Based on the report of Internal Auditor respective heads undertakecorrective action in their respective areas and thereby strengthen the controls.Significant audit observations and recommendations along with corrective actions thereonare presented to the Audit Committee of the Board and/or to the Managing Director.

 

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The composition of the Board is in accordance with Section 149 of theAct and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with an appropriate combination of Executive Non-executive andIndependent Directors.

The Board of the Company comprises 7 Directors consisting of 4Independent Directors 2 NonExecutive Women Directors and a Managing Director as on March31 2022.

Details of Board of Directors along with Key Managerial Personnel as onMarch 2022 is mention below:

Name

DIN/PAN

Designation
Vinod Kumar Jain

00248843

Executive Director
Seema Jain

00248706

Non-Executive- Non Independent Director
Garima Soni

08336081

Non-Executive- Non Independent Director
Nishant Badala

06611795

Non-Executive- Independent Director
Vikas Gupta

05280808

Non-Executive- Independent Director
Ashok Kabra

00240618

Non-Executive- Independent Director
Sureshkumar Kanhaiyalal Porwal

08966740

Non-Executive- Independent Director
Ashok Modi

CPLPM4355L

Chief Financial Officer
Sunaina Nagar

AWNPN3427H

Company Secretary

 

Appointment / Resignation of Directors:

During the year the shareholders at the 22nd Annual General Meetinghave approved the appointment of Mr. Sureshkumar Kanhaiyalal Porwal as an IndependentDirector to hold office in the capacity of Non- Executive Independent Director in thecompany w.e.f December 01 2020 for tenure of 5 years i.e. upto November 30 2025.

Pursuant to the provisions of Section 152 of the Act Ms. Garima SoniNon-Executive Director being the longest in office among directors who are liable toretire by rotation retires and being eligible; offers herself for re-appointment at theensuing 23rd Annual General Meeting.

The tenure of Vinod Kumar Jain Managing Director has been ended on May6 2022. Considering his remarkable efforts and strategies which contributed towards thecontinued growth of the Company and fit and proper criteria for reappointment as per RBIMaster Directions the Nomination and Remuneration committee recommended hisre-appointment as the Managing Director of the Company and the board of Directors in theirmeeting held on March 16 2022 approved his reappointment as the Managing Director of theCompany for a further period of 3 years commencing from May 7 2022 subject to approval ofthe Members in the ensuing 23rd Annual General Meeting on such terms and conditions asapproved by members.

The necessary resolution for re-appointment of the aforesaid directorsand their detailed profile has been included in the Notice conveying the ensuing 23rdAnnual General Meeting.

All the Directors of the Company have confirmed that they satisfy thefit and proper criteria as prescribed under the applicable regulations and that they arenot disqualified from being appointed as directors in terms of Section 164(2) of theCompanies Act 2013 and are not debarred from holding the office of Director by virtue ofany SEBI order or any other such authority.

Details of managerial remuneration as required under Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are annexedto this report.

Further no director has been resigned from the Company during theFinancial Year under review.

 

Key Managerial Personnel (KMP):

During the year under review there was no change in the Key ManagerialPersonnel of the Company.

In terms of the Act the following are the KMPs of the Company as onMarch'22:

1. Mr. Vinod Kumar Jain - Managing Director

2. Ms. Sunaina Nagar- Company Secretary

3. Mr. Ashok Kumar - Chief Financial Officer

 

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they satisfy the criteriaprescribed for Independent Directors as stipulated in the provisions of the Section 149(6)of the Act and Regulation 16(1)(b) & 25 of SEBI LODR Regulations. The names of all theIndependent Directors of the Company have been included in the Independent Director'sdatabank maintained by Indian Institute of Corporate Affairs ("IICA"). TheCompany has obtained declaration of independence from all the Independent Directors of theCompany.

 

DECLARATION OF FIT & PROPER CRITERIA:

All the Directors of the Company have given the declaration to theeffect that they are Fit & Proper to be appointed as Director as per the criteriaprescribed by RBI / NHB.

 

PERFORMANCE EVALUATION OF THE BOARD:

The Company has defined a manner of evaluation as per the provisions ofthe Act and SEBI Listing Regulations and for the evaluation of the performance of theBoard Committees of Board & Individual Directors. The above manner is based on theGuidance Note on Board Evaluation issued by the SEBI on January 05 2017

The Board carried out the evaluation of every Director's performanceits own performance the Committees namely Audit Committee Nomination & RemunerationCommittee Corporate Social Responsibility Committee Stakeholders Relationship Committeeand Risk Management Committee and all the Independent Directors.

During the financial year under review a separate meeting of theIndependent Directors was held on March 16 2022 without the attendance of NonIndependentDirectors and the Management of the Company. The Independent Directors had discussed andreviewed the performance of the Non Independent Directors and the Board as a whole andalso assessed the quality quantity and timeliness of the flow of information between theManagement and the Board which is necessary for the Board to effectively and reasonablyperform its duties.

 

AUDITORS:

Statutory Auditor:

In accordance with provisions of Companies Act 2013 the currentStatutory Auditor M/s PKJ & Co. Chartered Accountants (Registration No. 124115W)appointed by the members at the 18th Annual General Meeting held on September 30 2017 asthe statutory Auditor of the Company for a period of five years upto the conclusion ofensuing Annual General Meeting.

The Board of Directors places on record its appreciation for theservices rendered by M/s PKJ & Co as the statutory Auditor of the Company.

Pursuant to the provisions of Section 139 142 and all other applicableprovisions of the Companies Act 2013 and Rules made thereunder the Board of Directors ofthe Company on the recommendation of Audit Committee has considered and recommended theappointment of. M/s Valawat & Associates (FRN: 003623C) Chartered Accountant asstatutory auditor for a term of five years beginning from the conclusion of 23rdAGM till the conclusion of 28th AGM subject to approval of members at theensuing AGM.

The Company has received a confirmation from the said Auditors thatthey are not disqualified and are eligible to hold the office as Auditors of the Company.

The Statutory Auditors have audited the books of accounts of theCompany for the financial year ended March 31 2022 and have issued the Auditors' Reportthereon.

The Statutory auditors' report annexed to the financial statements forthe year under review does not contain any qualifications reservations or adverseremarks.

The details of remuneration paid by the Company to M/s. PKJ & Co.Chartered Accountants are provided in note no. 27 of the financial statements.

During the year under review the statutory auditor have not reportedand instances of fraud committed in the Company by its officers or employee to theBoard/Audit Committee under Section 143(12) of the Company's Act 2013.

 

Secretarial Auditor:

Mr. Shiv Hari Jalan Practicing Company Secretary was appointed as theSecretarial Auditor of the Company for the financial year 2021-22 by the Board ofDirectors pursuant to provisions of the Companies Act 2013 and Rules framed there under.Secretarial Audit Report along with the Secretarial Compliance Report as prescribed bySEBI as provided by Mr. Shiv Hari Jalan Practicing Company Secretary is annexed to thisAnnual Report. The Secretarial Auditors have not submitted any material qualificationsreservations or adverse remarks or disclaimers. Further the Secretarial Auditors have notreported any instances of fraud in terms of Section 143 (12) of the Act.

 

SECRETARIAL STANDARDS:

During the year under review the Company complies with the applicableSecretarial Standards i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries ofIndia.

 

MEETINGS OF THE BOARD AND COMMITTEES:

During the financial year 2021-22 7 meetings of the board of directorswere held and the related details including details of various committees and meetingsthereof are available in the Report of Directors on Corporate Governance forming part ofthis Annual Report.

 

PARTICULARS OF LOANS GAURANTEES OR INVESTMENTS:

Since the Company is a Housing Finance Company the disclosuresregarding particulars of the loans given guarantees given and securities provided isexempted under the provisions of Section 186 (11) of the Companies Act 2013.

As regards investment made by the Company the details of the same areprovided under Note no. 5 forming part of Financial Statements of the Company for the yearended March 31 2022.

 

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEOUTGO:

There is no information to disclose under the head 'Conservation ofEnergy and Technology Absorption' given in the above rules since the Company is engaged inproviding financial services activities. However your Company is taking every step toconserve and minimize the use of energy wherever possible. There were no foreign exchangeearnings and outgo during financial year 2021-22.

 

REQUIREMENT FOR MAINTENANCE OF COST RECORDS:

The Company being a Housing finance Company is not required to maintaincost records as prescribed under section 148(1) of the Act.

 

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Act the copy ofAnnual Return in Form MGT-7 as required under Section 92 (3) of the Act is placed on thewebsite of the Company at https://www. srghousing.com/Annual-Report

 

PARTICULARS OF EMPLOYEES:

As at March 31 2022 the Company had 1 employee employed throughoutthe year who was in receipt of remuneration of more than Rs 1.02 crores per annum. Exceptthis no other employee employed throughout the year that was in receipt of remuneration ofRs 1.02 crores or more per annum or Rs 8.50 lacs or more per month if employed for part ofthe year. Disclosures on managerial remuneration are annexed to this report.

 

CHANGE IN NATURE OF BUSINESS:

There are no changes in the nature of business of the Company duringthe year under review.

 

DETAILS RELATING TO DEPOSITS:

The Company has been granted registration by the National Housing Bankas a non-deposit taking Housing Finance Company. Being so the Company has neitheraccepted in the past nor has any future plans to accept any public deposits.

 

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:

During the year there were no significant or material orders passed bythe regulators or courts or tribunals against the Company.

 

DISCLOSURES ON MANAGERIAL REMUNERATION:

Details of Managerial remuneration as required under Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 read with TheCompanies (Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 isannexed to this report.

 

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for theyear 2021-2022 to BSE where the Company's securities are listed.

 

INVESTOR COMPLAINTS AND COMPLIANCE:

During the year Company has not received any investor complaints andthat as on date no investor complaints are pending.

 

PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATTHE WORKPLACE

The Company has a policy on prevention prohibition and Redressal ofsexual harassment of women at the workplace and has an Internal Complaints Committee (ICC)in compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. The Company's policy on the same is placed on the website of theCompany www. srghousing.com. The Company has complied with the provisions relating to theconstitution of Internal Complaints Committee under the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

In terms of section 22 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 we report that during 2021-22 no casehas been reported under the said act.

 

LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICHDIRECTORS ARE INTERESTED BY NAME AND AMOUNT:

There are no loans and advances in the nature of loans tofirms/companies in which directors are interested.

 

ACKNOWLEDGEMENTS:

Your Board of Directors place on record their appreciation for theadvice guidance and support given by various regulatory authorities including the

National Housing Bank (NHB) Reserve Bank of India (RBI) Securitiesand Exchange Board of India (SEBI) Ministry of Corporate Affairs (MCA) Stock Exchange(BSE) Depositories (NSDL & CDSL) Debenture Trustees Debenture Holders and all theBankers and Lenders of the Company.

The Board of Directors would like to acknowledge the role of all itsstakeholders - shareholders borrowers key partners lenders customers Statutory andSecretarial Auditors Registrar & Share Transfer Agent Rating agencies local/statutory authorities Service Providers and Counselors and all others for theircontinuing support to the Company.

Your Directors also record their appreciation for the dedicatedservices of the employees and their contribution to the growth of the Company especiallyduring the difficult times of the pandemic.

The Board would also like to express its sincere appreciation to allthe Company's valued Shareholders for their continued support and patronage.

Best Wishes
Vinod K. Jain

Seema Jain

Managing Director

Director

DIN: 00248843

DIN:00248706

Date: 24-06-2022
Place: Udaipur

 

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