Your Directors are pleased to present their report and financial statements for theyear ended March 31 2019.
Amt. in lakhs
|Particulars ||2018-19 ||2017-18 |
|Gross Income ||3358.95 ||1669.86 |
|Profit before depreciation and amortisation expense finance costs and tax expenses ||2580.22 ||1127.61 |
|Less: Depreciation ||44.11 ||29.48 |
|Less: Finance costs ||2177.27 ||691.80 |
|Profit / (Loss) Before Tax ||358.84 ||406.33 |
|Less: Tax ||100.36 ||109.87 |
|Net Profit/(Loss) After Tax ||258.48 ||296.46 |
|APPROPRIATIONS || ||Rs. in lakhs |
|Particulars ||2018-19 ||2017-18 |
|Opening balance of retained earnings ||243.20 ||75.43 |
|Add: Profit for the year ||258.48 ||296.46 |
|Less: Dividend (Incl. Tax on Dividend) ||34.43 ||34.38 |
|Less: Transfer to reserves ||96.16 ||94.32 |
|Closing balance of retained earnings ||371.08 ||243.19 |
REVIEW OF PERFORMANCE:
The income for FY 2019 was Rs. 3358.95 Lakh higher by 101.15 % over the previousyear's income of Rs. 1669.86 Lakh in FY 2018. The PAT for FY 2019 was Rs. 258.48 Lakhregistering a decline of 12.81% over the PAT of Rs. 296.46 Lakh for FY 2018.
REVIEW OF OPERATIONS:
The company is registered with National Housing Bank and governed by NHB norms. The NetNPA of the company as on 31st March 2019 is 3.27%. The company has disbursed 1474 loanproposals during this year amounting to Rs. 9399 Lakh. The total portfolio as on 31stMarch 2019 stands at Rs. 21859.57 Lakh.
TRANSFER TO RESERVES:
The Company has transferred Rs. 96.16 Lakh to Special Reserves under Sec 36(1)(viii) ofIncome Tax Act 1961 for the financial year ended 31st March 2019 as per auditedfinancial statements.
The Paid up share capital of the Company is Rs. 142817550 (Fourteen CroresTwenty-Eight Lakhs Seventeen Thousand Five hundred and Fifty only) divided into14281755 equity shares of face value of Rs. 10/-
ISSUE AND ALLOTMENT OF WARRANTS
Consequent upon receipt of the approval of the members at the Extraordinary GeneralMeeting held on March 16th 2019 and the regulatory approvals to the extent required yourCompany has issued (on a preferential basis) and allotted an aggregate Sixteen LakhWarrants to Mr. Neel Subhash Patel (Three Lakh Warrants) Mrs. Sonal Mayur Shah (Two LakhWarrants) Mrs. Shailaja Chetan Shah (Two Lakh Warrants) Mr. Mahesh Narshibhai Pujara(Five Lakh Warrants) and JM Financial India Trust II - JM Financial India Fund II (FourLakh Warrants) on March 30th 2019. The Company has received Rupees Three Crore and SevenLakh from the above investors calculated at 25% of the total amount payable by them @ Rs.76.75 per equity share warrants as required under the applicable regulations issued bySEBI for the issues on a preferential basis. The conversion option can be exercised byWarrant holder(s) at any time during the period of 18 (Eighteen) months from the date ofallotment of equity warrants in one or more tranches as the case may be and on suchother terms and conditions as applicable.
The Board of Directors recommend dividend of Rs. 0.20 per equity share of the facevalue of Rs. 10 each for the year ended 31st March 2019. The dividend on shares issubject to the approval of the shareholders at the Annual General Meeting scheduled on13th September 2019. The total outgo on account of dividend including the dividenddistribution tax will be Rs. 34 43482/- (Thirty Four Lakh Fourty Three Thousand FourHundred and Eighty Two).
The dividend if declared at the ensuing Annual General Meeting will be paid on andfrom September 20th 2019 to those members whose names appear in the Register of Members atthe close of the business hours on September 6th 2019. In respect of shares held indematerialised form dividend will be credited to the bank account of the members as perthe data furnished by the Depositories as at the close of business hours on September 6th2019.
During the year under review the Company has neither invited nor accepted any depositsfrom the public within the meaning of Section 73 of the Act read with the Companies(Acceptance of Deposits) Rules 2014.
The Company does not have any subsidiary company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act the Board of Directors to the best of theirknowledge and ability confirm for the management that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review Mrs. Shakuntala Merchant was appointed as additional andindependent director with effect from September 28 2018. A resolution seekingshareholders' approval for her appointment forms a part of the Notice.
Mr. Bharat Merchant ceased to the Director of the Company with effect from September28 2018.
Mr. Pandurang Kadam ceased to be Chief Financial Officer of the Company with effectfrom 15th May 2018 and Mr. Vijay Dubey was appointed as Chief Financial Officer witheffect from 28th September 2018.
Ms. Madhura Muley ceased to be Company Secretary and Compliance Officer with effectfrom 14th November 2018 and Mr. Satish Kumar Prajapati was appointed as Company Secretaryand Compliance Officer with effect from 14th February 2019.
Mr. Subhash Ambubhai Patel retires by rotation and being eligible offers himself forre-appointment. A resolution seeking shareholders' approval for his re-appointment formspart of the Notice.
Pursuant to the provisions of Section 149 of the Act the independent directors havesubmitted declarations that each of them meet the criteria of independence as provided inSection 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations"). There has been nochange in the circumstances affecting their status as independent directors of theCompany.
During the year under review except Mr. Subhash Ambubhai Patel none of thenon-executive directors of the Company had any pecuniary relationship or transactions withthe Company other than sitting fees and reimbursement of expenses incurred by them forthe purpose of attending meetings of the Board/Committee of the Company. Mr. SubhashAmbubhai Patel was paid an amount of Rs. 744000/- as professional fees during FY2018-19.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2019 are: Mr. Mahesh Pujara Managing Director Mr. MiteshPujara Whole-Time Director Mr. Vijay Ramprakash Dube Chief Financial Officer and Mr.Satish Kumar Ramashray Prajapati Company Secretary and Compliance Officer.
During the year 11 meetings of the Board of Directors were held. Details about theBoard meetings and committee meetings are given in report on Corporate Governance whichforms part of this Report.
The maximum interval between any two meetings did not exceed 120 days.
The Board has constituted the following Committees of Board in accordance withprovisions of Companies Act 2013:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
Details of Committees of the Board of Directors of the Company along with their termsof reference composition and meetings held during the year are provided in the CorporateGovernance Report which forms part of this Annual Report.
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations.
The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of criteria such as the composition of committeeseffectiveness of committee meetings etc.
The above criteria are based on the Guidance Note on Board Evaluation issued by theSecurities and Exchange Board of India.
In a separate meeting of independent directors performance of non-independentdirectors the board as a whole and the Chairman of the Company were evaluated takinginto account the views of executive directors and non-executive directors.
The Board reviewed the performance of individual directors on the basis of criteriasuch as the contribution of the individual director to the board and committee meetingslike preparedness on the issues to be discussed meaningful and constructive contributionand inputs in meetings etc.
POLICIES ON APPOINTMENT OF DIRECTORS AND THEIR REMUNERATION
Pursuant to sub-section (3) of Section 178 of the Act and Regulation 19(4) of theListing Regulations the Board has formulated Policies on Directors' appointment andremuneration. This Policy includes criteria for selection of Directors determining theirqualifications positive attributes remuneration and independence of Directorsevaluation process for performance of Directors key evaluation criteria and othermatters.
In accordance with the applicable provisions of the Act and the Listing Regulationsthese Policies are uploaded on the website of the Company viz. www.indiahomeloan.co.in.
CORPORATE SOCIAL RESPONSIBILITY
During the year under review the provisions of Section 135 read with Schedule VII ofthe Companies Act 2013 the CSR provisions were not applicable to the Company.
The Company's Corporate Governance Report for the year under review forms part of thisAnnual Report. A certificate from Mr. Vikrant Sutrave Practicing Company Secretary of theCompany regarding the compliance with the conditions of the Corporate Governance asstipulated under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 (hereinafter referred to as "SEBI ListingRegulations") is annexed to Corporate Governance Report and forms a part of thisReport.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis as required under Regulation 34 read withSchedule V of SEBI Listing Regulations forms part of this Annual Report.
AUDITORS AND AUDITORS' REPORT
The Board of Directors of the Company at their meeting held on 9th August 2019 haverecommended the appointment of M/s. Joshi & Shah Chartered Accountants (FirmRegistration No. 0144627W) as the Statutory Auditors of the Company in place of theretiring auditors M/s. G. P Kapadia & Co. (Firm Registration No. 0144627W) for aperiod of 5 (Five) years from the conclusion of the Twenty Ninth Annual General Meetingtill the conclusion of the Thirty Fourth Annual General Meeting of the Members of theCompany. The Company has received a written confirmation from the M/s Joshi & Shahconfirming that their appointment shall be in accordance with the applicable provisions ofthe Act. The resolution for approval of their appointment forms part of the Notice of theensuing Annual General Meeting.
STATUTORY AUDITORS' REPORT
The Auditors' Report on the financial statements for the financial year ended March 312019 as received from M/s. G.P Kapadia & Co the outgoing Statutory Auditors withunmodified opinion and does not contain any qualifications reservations or adverseremarks.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Vikrant Sutrave & Associates Practicing Company Secretaries to conductSecretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for thefinancial year ended March 31 2019 is enclosed as Annexure I to this report. There are noqualifications reservations or adverse remarks made by the Secretarial Auditor in hisreport.
Inspection by National Housing Bank (NHB).
NHB under section 34 of the NHB Act 1987 carries out inspection of HFCs. NHBconducts comprehensive inspection of select few branches of IHLL and also inspects IHLL'slending resource raising and accounting activities apart from the compliances with thePrudential Guidelines issue by NHB.
The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION
In accordance with the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are appended to this Report as Annexure II.
During the year under review none of the employees were in receipt of remuneration of102 lakhs or more per annum or 8.50 lakhs or more per month. Accordingly the informationregarding employee remuneration as required pursuant to Rule 5(2) and Rule 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is notapplicable to the Company.
The Board of Directors of the Company has constituted a Risk Management Committee inaccordance with Regulations prescribed by National Housing Bank to frame implement andmonitor the risk management plan for the Company. The Committee is responsible formonitoring and reviewing the risk management plan and ensuring its effectiveness. TheAudit Committee has additional oversight in the area of financial risks and controls. Themajor risks identified are systematically addressed through mitigating actions on acontinuing basis.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has established a vigil mechanism to provide a framework to promoteresponsible and secure whistle blowing and to provide a channel to the employee(s) andDirectors to report to the management concerns about unethical behaviour actual orsuspected fraud or violation of the code of conduct or policy/ies of the Company asadopted/framed from time to time. The mechanism provides for adequate safeguards againstvictimisation of employee(s) and Directors to avail of the mechanism and also provide fordirect access to the Chairperson of the Audit Committee in exceptional cases.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.
Based on the report of internal auditors process owners undertake corrective action intheir respective areas and thereby strengthen the controls. Significant audit observationsand recommendations along with corrective actions thereon are presented to Board. M/s. K.A. Sinha & Co. Chartered Accountants are the Internal Auditor of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the year under review the transactions entered into by the Company with relatedparties as defined under the Act and SEBI Listing Regulations were in the ordinary courseof business and on an arm's length basis.
Omnibus approval is obtained for the transactions which are foreseen and repetitive innature with related parties. A statement of all such related party transactions waspresented before the Audit Committee on periodic and need basis for its review andapproval.
The details of related party transactions are available in the Notes to the FinancialStatements section of the Annual Report.
DETAILS OF LOANS TAKEN FROM DIRECTORS
During the year under review the Company took interest free loan from Mr. MaheshPujara Managing Director amounting the Rs.600000/- The said loan was repaid within aperiod of 30 days.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Since the Company is registered with National Housing Bank as a Housing FinanceCompany the provisions of Section 186 are not applicable to the Company. The Company hasnot made any investment in the securities of any body corporate during the year.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There was no change in the nature of business of the Company during the year.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
During the year under review there were no material changes and commitments affectingthe financial position of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:
There are no orders passed on the Company by the regulators or courts or tribunalsimpacting the going concern status and Company's operations in future.
CONSERVATION OF ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
The relevant information pertaining to conservation of energy technology absorptionforeign exchange earnings and outgo as prescribed under section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 are set out hereinbelow:
a) Conservation of Energy
Your Company being a Housing Finance Company its activities are not energy intensive.However your Company has taken adequate measures for conservation of energy whereverrequired.
b) Technology Absorption
Your Company being a Housing Finance Company has implemented various informationtechnology tools to efficiently monitor its operations.
c) Foreign Exchange
During the year under review there were no Foreign Exchange Earnings & the ForeignExchange outgo.
EXTRACT OF ANNUAL RETURN:
Pursuant to the Section 134 (3) (a) of the Companies Act 2013 the extract of theAnnual Return in prescribed from MGT-9 is given in Annexure III.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:
The Company has in place a Policy on Prevention against Sexual Harassment in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013. The Internal Complaints Committee (ICC) has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this policy. The Company has notreceived any complaint under this policy during the 2018-19.
Your Directors convey their sincere thanks to the Government National Housing BankBanks BSE Limited Shareholders and customers for their continued support extended to theCompany at all times.
The Directors further express their deep appreciation to all employees for commendableteamwork high degree of professionalism and enthusiastic effort displayed by them duringthe year.
| ||On behalf of the Board of Directors |
| ||Govinder Singh |
|Place: Mumbai ||Chairman |
|Dated: 9th August 2019 ||DIN: 00025406 |