TO THE MEMBERS,
Your directors are pleased to present the 33rd Annual Report of your Company
with the audited accounts for the year ended March 31, 2019.
Financial Results - Based on Ind AS Financial Statements
|
|
(Rs. in crore) |
|
For the year ended March 31, 2019 |
For the year ended March 31, 2018 |
| Profit Before Tax |
615.04 |
567.15 |
| Provision for Tax (Net of Deferred Tax) |
167.84 |
164.40 |
| Profit After Tax |
447.20 |
402.75 |
| Add: |
|
|
| Balance brought forward from last year |
540.64 |
447.33 |
| Amount available for appropriation |
987.84 |
850.08 |
| Appropriations: |
|
|
| Statutory Reserve u/s 29C of NHB Act & u/s 36(1)(viii) of I.T. Act |
105.00 |
106.25 |
| General Reserve |
85.00 |
80.00 |
| Dividend including tax thereon pertaining to previous year paid during the year |
145.50 |
123.00 |
| Remeasurement of Defined Benefit Plans |
0.53 |
0.19 |
| Balance carried to Balance Sheet |
651.81 |
540.64 |
|
987.84 |
850.08 |
Merger of the Company with Bandhan Bank Limited
The board of directors of the Company, at its meeting held on January 7, 2019, approved
the Composite Scheme of Arrangement ("Scheme") for the merger of the Company
with and into Bandhan Bank Limited under Sections 230-232 of the Companies Act, 2013,
subject to receipt of applicable approvals.
The proposed amalgamation has been approved by the Competition Commission of India on
April 15, 2019. No objection has been issued by the National Housing Bank (NHB) on March
4, 2019, the National Stock Exchange of India Limited on April 3, 2019 and the BSE Limited
on April 3, 2019, respectively. Housing Development Finance Corporation Limited and
Bandhan Bank Limited have also received approval from the Reserve Bank of India.
The Scheme remains subject to approvals from the National Company Law Tribunal (NCLT),
the respective shareholders and creditors of the Company as applicable and other
applicable statutory and regulatory approvals. Similar approvals are also pending in
respect of Bandhan Bank.
Indian Accounting Standards (Ind As)
The Ministry of Corporate Affairs (MCA), based on its notification in the Official
Gazette vide Notification G.S.R. 111(E) and G.S.R. 365(E) dated February 16, 2015 and
March 30, 2016 respectively, notified the Indian Accounting Standards (Ind AS) applicable
to certain class of companies. Ind AS has replaced the Indian GAAP prescribed under
section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules,
2014. These notifications are applicable to all Housing Finance Companies (HFCs) effective
April 1, 2018. Accordingly, your Company has adopted Ind AS as prescribed under Section
133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting
Standards) Rules, 2015 and relevant amendment /rules made thereafter from April 1, 2018.
The effective date of such transition is April 1, 2017. Such transition has been carried
out from the erstwhile Accounting Standards notified under the Act, read with relevant
rules issued thereunder and guidelines issued by NHB (Collectively referred to as
‘the Previous GAAP). The impact of transition has been recorded in the opening
reserves as at April 1, 2017. The corresponding figures presented in these financial
statements have been prepared on the basis of the previously published financial
statements under the previous GAAP duly re-stated to Ind AS. These Ind AS adjustments have
been audited by the statutory auditors. The financial statements have been prepared based
on the notified Schedule III for Non-Banking Financial Companies issued by the Ministry of
Corporate Affairs on October 11, 2018. The reconciliation and descriptions of the effect
of the transition from IGAAP to Ind AS have been provided in note 4 in the note to
accounts in the financial statements.
Dividend
Your directors recommend payment of dividend of Rs 2.00 per equity share of face value
of Rs 2 each for the year ended March 31, 2019 on the enhanced paid-up capital of the
Company post the issue of bonus shares in the ratio of 1:1. Considering that the Company
declared a 1:1 bonus during the year, the effective dividend for the year is Rs 4.00 per
equity share (pre-bonus) as compared to a dividend of Rs 3.30 per equity share in the
previous year. Although the bonus shares were allotted on June 8, 2018, dividend on these
shares will be payable for the entire year. The dividend payout ratio for the year
inclusive of additional tax on dividend will be 40%. The dividend recommended is in
accordance with the principles and criteria as set out in the Dividend Distribution Policy
which has been approved by the board of directors. The policy is provided as
‘Annexure A to this Report.
Changes in Share Capital
During the year, the authorised share capital was increased from Rs 100 crore divided
into 50 crore equity shares of face value of Rs 2 each to Rs 200 crore divided into 100
crore equity shares of face value of Rs 2 each.
During the year, the paid up equity share capital increased as a result of the 1:1
Bonus issue, whereby your Company allotted 36,57,20,011 bonus shares. The paid-up share
capital also increased as a result of allotment of 22,47,490 equity shares of face value
of Rs 2 each upon exercise of stock options under ESOS-2015. As at March 31, 2019, the
equity share capital stood at Rs 146,73,75,024 divided into 73,36,87,512 equity shares of
Rs 2 each.
Disbursements
Loan disbursements during the year were Rs 4,936 crore. GRUH continued to focus mainly
on the retail segment and disbursed Rs 4,213 crore to 42,994 loans. Cumulative
disbursements as at March 31, 2019 were Rs 33,392 crore.
Rural Housing
During the year, GRUH disbursed Rs 1,578 crore in respect of 15,546 loans in the rural
areas. Cumulative disbursements under the rural housing has been Rs 13,470 crore in
respect of 2,26,921 loans. Affordable Housing GRUH has signed the MOU with the Government
of India for the Credit Linked Subsidy Scheme (CLSS) under the Pradhan Mantri Awas Yojana
for Economically weaker Section (EWS), Lower Income Group (LIG) and Middle Income Group
(MIG) segments. GRUH has been an active contributor to the scheme and has sanctioned Rs
1,944 crore during the year in respect of 18,736 loans wherein the customers were eligible
for CLSS. During the year, GRUH submitted claims aggregating to a subsidy of Rs 391 crore
in respect of 16,090 loans aggregating to loan amount of Rs 1,557 crore. GRUH received and
credited claims of Rs 464 crore in respect of 18,990 loan accounts aggregating to loan
amount of Rs 1,763 crore. The subsidy received is credited to the respective customers
loan account and the instalment amount is reduced, keeping the balance tenure constant.
Claims in respect of 4,452 loans are awaiting sanction from NHB / credit to individual
customers loan accounts in respect of loan amount of Rs 454 crore.
Since inception of the scheme, GRUH has sanctioned 53,490 loans wherein customers are
eligible for CLSS subsidy in respect of loan amount of Rs 5,140 crore. GRUH has received
claim of Rs 727 crore in respect of 31,349 loans.
The majority of the claims submitted are in respect of the EWS and LIG customers.
Loan Assets
As at March 31, 2019, the loan assets increased to Rs 17,408 crore recording a growth
of 11.68%. Loan assets in respect of the retail home loans grew by 11.28% and stood at Rs
16,188 crore.
Impairment of Financial Instruments under Ind AS
Under Ind AS, asset classification and provisioning moves from the ‘rule based,
incurred losses model to the Expected Credit Loss (ECL) model of providing for expected
future credit losses. Thus, loan loss provisions are made on the basis of the Companys
historical loss experience and future expected credit loss, after factoring in various
macro-economic parameters. Under Ind AS, asset classification comprises three categories
based on ageing of Exposure at Default (EAD) which is principal and accrued interest.
Outstanding between 0 to 30 days are Stage 1 assets, outstanding between 31 days to 89
days are Stage 2 assets and Stage 3 assets are those assets where outstanding EAD is for
90 days and above.
Accordingly, as per Ind AS, GRUHs Stage 1 Loan Assets have improved from 94.48% as at
March 31, 2018 to 95.58% as at March 31, 2019. Stage 2 loans have improved from 5.07% as
at March 31, 2018 to 3.76% as at March 31, 2019. Loans under Stage 3 have increased from
0.45% as at March 31, 2018 to 0.66% as at March 31, 2019. As per Ind AS 109 on Financial
Instruments, GRUH is required to carry total provisions of Rs 45.16 crore towards expected
future credit losses which is 0.26% on Loan Assets of Rs 17,408 crore. Of this, provision
of Rs 9.28 crore is required towards Stage 3 loans of Rs 114 crore. Provisions amounting
to Rs 35.88 crore is required on Stage 1 and Stage 2 loan assets of Rs 17,294 crore.
However, as a measure of prudence, your directors have decided to carry a total provision
of
Rs 119.58 crore towards future expected credit losses under Ind AS. During the year,
GRUH has written off Rs 0.86 crore in respect of individual loans where the recovery was
difficult in the near future. However, GRUH continued the recovery efforts in respect of
written off loans of earlier years and could effect recoveries of Rs 0.46 crore during the
year in respect of such written off loans. GRUH also took possession of properties of the
defaulting borrowers under the SARFAESI Act and has sold few of such acquired properties.
Standard Assets, NPAs and Provisions under NHB norms as per IGAAP As per the prudential
norms prescribed by NHB for Standard Loan Assets, HFCs are required to carry a provision
of 0.25% on Individual Home Loans, 1% on Individual NRP Loans, 0.75% on developer loans
for residential projects and 1% on developer loans for commercial projects.
Accordingly, GRUH is required to carry total provision of Rs 51.48 crore on Standard
Loan Assets comprising Individual Home Loans, Individual NRP Loans and Developer Loans,
aggregating to Rs 17,263 crore. This provision includes provision of Rs 0.14 crore towards
Standard Assets in respect of instalments due from borrowers of Rs 44.02 crore and a
provision of Rs 0.02 crore in respect of Standard Assets on Loan against GRUHs fixed
deposits and interest accrued thereon of Rs 2.12 crore. NHB, vide its notification dated
August 2, 2017, reduced the provisioning requirement on Standard Individual Home Loans
from 0.40% to 0.25%. However, as per the said notification, excess provision on account of
reduction in provisioning requirement is to be carried forward. GRUH carries a provision
of Rs 16.26 crore on account of such reduction.
Therefore, against a provisioning requirement of Rs 51.48 crore on total Standard
Assets, GRUH carries a provision of Rs 67.74 crore. As per the prudential norms of NHB,
GRUH has identified Non-Performing Assets (NPAs) and made required provisions on such NPAs
besides not recognising income in respect of such NPAs. An asset is NPA if the interest or
principal instalment is overdue for 90 days. GRUHs NPAs as at March 31, 2019 were Rs
101.97 crore in respectof Individual Home loans and Rs 12.47 crore in respect ofIndividual
NRP loans. There were no NPAs under developer loans. GRUH is required to carry a provision
of Rs 30.87 crore towards non-performing loans as per NHB norms. Accordingly, under NHB
norms, GRUH is required to carry total provision of Rs 98.61 crore towards NPAs and
Standard Assets. Net Non-Performing Loans were 0.35% on outstanding loans of Rs 17,377
crore.
Borrowings NHB Refinance
GRUH received refinance sanction of Rs 2,000 crore from NHB and the same was availed
during the year. The refinance outstanding as at March 31, 2019 was Rs 3,706 crore.
Bank Term Loans
GRUH received fresh sanctions from banks amounting to Rs 2,850 crore and the same was
availed during the year. The outstanding bank term loans as at March 31, 2019 were Rs
6,775 crore.
Subordinated Debt and Non-Convertible Debentures (NCDs) As at March 31, 2019, GRUHs
outstanding subordinated debt stood at Rs 35 crore. The debt is subordinated to present
and future senior indebtedness of the company and has been assigned rating of "ICRA
AAA(*)" and "CRISIL AAA(*)" indicating highest degree of safety regarding
timely payment of financial obligations. Based on the balance term to maturity, as at
March 31, 2019, Rs 21 crore of the face value of subordinated debt is considered as Tier
– II capital under the guidelines issued by NHB for the purpose of computation of
Capital Adequacy Ratio.
(*)Indicates ‘on watch with negative implications post merger announcement on
January 7, 2019.
During the year, GRUH raised NCDs amounting to Rs 1,230 crore on a private placement
basis. The outstanding NCDs as at March 31, 2019 stood at Rs 4,305 crore. NCDs are rated
"ICRA AAA(*)" and "CRISIL AAA
(*)" indicating highest degree of safety regarding timely payment of financial
obligations.
(*)Indicates ‘on watch with negative implications post merger announcement on
January 7, 2019.
In the case of ratings of both, subordinated debt and NCDs, the rating agencies have
indicated that the above ratings are placed on ‘rating watch with negative
implications following the announcement of the merger on January 7, 2019. This is because
once the merger transaction is completed, the analytical approach of the rating agencies
would no longer factor the expectation of support of its majority owner, HDFC Limited.
Commercial Paper
GRUHs commercial paper is rated "ICRA A1+" and "CRISIL A1+"
indicating very strong degree of safety regarding timely payment of financial obligations.
As at March 31, 2019, outstanding commercial paper was Rs 200 crore.
Deposits
GRUH mobilised deposits of Rs 542 crore and experienced a renewal ratio of 48.30%
during the year. The outstanding balance of deposits as at March 31, 2019 was Rs 1,562
crore.
GRUHs Deposit programme is rated "MAAA(*)" by ICRA and "FAAA(*)"
by CRISIL. These ratings indicate very strong degree of safety as regards timely repayment
of principal and interest.
There has been no default in repayment of deposits or payment of interest during the
year. All the deposits accepted by the Company are in compliance with the requirements of
NHB guidelines and Chapter-V of the Companies Act, 2013.
(*)Indicates ‘on watch with negative implications post merger announcement on
January 7, 2019.
Investments
GRUH continues to maintain its Statutory Liquidity Ratio (SLR) as stipulated by NHB.
Accordingly, GRUH carried investments in approved securities aggregating to Rs 229 crore
as at March 31, 2019 to meet the requirement of the SLR. GRUH has classified its
investments as long-term and valued them at cost. Adequate provision towards loss, if any,
to be experienced on redemption of investments on maturity has been made.
Unclaimed Deposits and Unclaimed NCDs
As at March 31, 2019, deposits and / or interest thereon amounting to Rs 57.52 crore
had not been claimed by 2,122 depositors. Depositors were intimated regarding the maturity
of deposits with a request to either renew or claim their deposits and subsequent
reminders have been sent.
As per the provisions of section 125 of the Companies Act, 2013, deposits, NCDs and/or
interest thereon, remaining unclaimed and unpaid for a period of seven years from the date
they became due for payment are required to be credited to Investor Education and
Protection Fund (IEPF) established by the Government of India.
Accordingly, an amount of Rs 4.54 lacs in respect of unclaimed deposits and interest
thereon was transferred to the IEPF during the year. As at March 31, 2019, there were no
NCDs amount or interest thereon, which remained unclaimed and unpaid.
Unclaimed Dividends and Unclaimed Shares
As at March 31, 2019, dividend amounting to Rs 2.08 crore had not been claimed by
shareholders of the Company. The Company takes various initiatives to reduce the quantum
of unclaimed dividend and has been periodically intimating the concerned shareholders,
requesting them to encash their dividend before it becomes due for transfer to the IEPF.
Unclaimed dividend amounting to Rs 15.06 lac for FY 2010-11 was transferred to the IEPF
on August 28, 2018. In terms of the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 as amended, the Company transferred
the corresponding shares to IEPF, where the dividends for the last seven consecutive years
have not been claimed by the concerned shareholders.
The unclaimed dividend in respect of FY 2011-12 must be claimed by shareholders on or
before July 17, 2019, failing which the Company will be transferring the unclaimed
dividend and the corresponding shares to the IEPF within a period of 30 days from that
date. The concerned shareholders, however, may claim the dividend and shares from IEPF,
the procedure for which is detailed in the Shareholders Information section.
In terms of the IEPF (Uploading of information regarding unpaid and unclaimed amounts
lying with companies) Rules, 2012, GRUH has made the relevant disclosures to the Ministry
of Corporate Affairs (MCA) regarding unclaimed dividends and unclaimed matured deposits
along with interest accrued thereon. GRUH has uploaded the prescribed information on www.iepf.gov.in
and www.gruh.com. Risk Management Framework Regulation 21 of SEBI (LODR)
Regulations, 2015 has, effective April 1, 2019, mandated for the top 500 listed entities
determined on the basis of market capitalisation as at the end of the immediate previous
financial year, that they shall constitute a Risk Management Committee (RMC) of Directors.
However, your boards of directors have constituted Risk Management Committee of Directors
effective from October 29, 2018. Prior to that, the board had delegated responsibility of
overseeing risk management framework including asset liability management to the Audit
Committee.
GRUH has a Risk Management framework approved by the board of directors. GRUHs Risk
Management framework provides the mechanism for risk assessment and mitigation. GRUH also
has an Asset Liability Management (ALM) policy approved by the board. During the year, the
RMC reviewed the risks associated with the business of GRUH, its root causes and the
efficacy of the measures taken to mitigate the same. RMC also reviewed the risk arising
from the gaps in the liquidity and interest rate sensitivity statements and took decisions
in mitigating the risk by ensuring adequate liquidity through maturity profile of assets
and liabilities. The observations of the Risk Management Committee of directors if any, on
the key risks associated with the business and ALM were reported to the board. The board
of directors also reviewed the key risks associated with the business and ALM of the
Company, the procedures adopted to assess the risks, efficacy and mitigation measures.
Regulatory Guidelines
GRUH continues to comply with the guidelines issued by NHB regarding accounting
guidelines, prudential norms for asset classification, income recognition, provisioning,
capital adequacy, concentration of credit, credit rating, Know Your Customer (KYC)
guidelines and Anti Money Laundering (AML) standards, fair practices code and real estate
and capital market exposures. The details of compliances are outlined in the Management
Discussion and Analysis Report.
GRUHs Capital Adequacy Ratio stood at 20.30% as against the minimum requirement of
12%. Tier – I capital was 19.26% against the minimum requirement of 6%.
The Government of India has set up the Central Registry of Securitisation Asset
Reconstruction and Security Interest of India (CERSAI) under section 21 of the SARFAESI
Act, 2002 to have a central database of all mortgages created by lending institutions. The
object of this registry is to compile and maintain data relating to all transactions
secured by mortgages. Accordingly, GRUH is registered with CERSAI and has been submitting
data in respect of its loans. Human Resource Development At GRUH, human resource
development is considered vital for effective implementation of business plans. Constant
endeavours are being made to offer professional growth opportunities and recognitions,
apart from imparting training to employees. During the current year, in-house training
programmes were provided to employees, inter alia in lending operations,
recoveries, KYC, IT system & security and accounts. Employees were also nominated for
training programmes conducted by NHB and other institutions. 46 employees underwent
different training programmes.
GRUHs staff strength as at March 31, 2019 was 677. Particulars of Employees
GRUH had 2 employees as at March 31, 2019 employed throughout the year who were in
receipt of remuneration of Rs 1.02 crore or more per annum or Rs 8.50 lacs or more per
month if employed for part of the year.
In accordance with the provisions of section 197 of the Companies Act, 2013, read with
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as
amended, the name and other particulars of such employees are set out in the annex to the
Directors Report. However, as per the provisions of section 136 of the Companies Act,
2013, the Directors Report is being sent to all shareholders of the Company excluding the
annex. The annex is available for inspection by the members at the registered office of
the Company during business hours on working days up to the date of ensuing Annual General
Meeting. Any shareholder interested in obtaining a copy of the said annex may write to the
company secretary at the registered office of the Company.
Employees Stock Option Scheme
The stock options granted to the eligible employees operate under the scheme ESOS-2015.
There has been no material variations in the terms of the options granted under the scheme
and the scheme is in compliance with the SEBI (Share Based Employee Benefits) Regulations,
2014. The disclosures as required under Regulation 14 of the said regulations have been
placed on the website of the Company.
The Board of Directors at its meeting held on March 14, 2019, upon the recommendation
of the Nomination and Remuneration Committee of Directors of the Company, approved the
issue of additional 90,00,000 equity shares of Rs 2 each of the Company to eligible
employees under existing Employee Stock Option Scheme 2015, in terms of SEBI (Share Based
Employee Benefits) Regulations, 2014 and amendment of the Employee Stock Option Scheme
2015 by increasing the number of stock options to be granted to eligible employees.
Subsequently, members of the Company with requisite majority have, on April 22, 2019,
passed the said special resolution through postal ballot.
Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace The
Company is an equal opportunity employer and consciously strives to build a work culture
that promotes dignity of all employees. As required under the provisions of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
Rules framed thereunder, the Company has implemented a policy on Prevention of Sexual
Harassment of Women at Workplace. An Internal Complaints Committee has been set up to
receive complaints, investigate the matter and report to the management.
At the begining of the year, there was no complaint pending. During the year, no
complaint was received by the Committee and hence no complaint was pending at year end.
Auditors Statutory Auditors
At the 31st Annual General Meeting (AGM) held on June 15, 2017, the members
had appointed M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm
Registration No. 117366W/W-100018) as Statutory Auditors for a term of five years
beginning from the conclusion of the 31st AGM till the conclusion of the 36th
AGM, subject to them ratifying the said appointment at every AGM.
The Company has received confirmation from M/s. Deloitte Haskins & Sells LLP,
Chartered Accountants, to the effect that their appointment would be in terms of sections
139 and 141 of the Companies Act, 2013 and rules made thereunder.
In terms of the provisions relating to statutory auditors forming part of the Companies
Amendment Act, 2017, notified on May 7, 2018, ratification of appointment of Statutory
Auditors at every AGM is no more a legal requirement. Accordingly, the notice convening
the ensuing AGM does not carry any resolution on ratification of the appointment of the
Statutory Auditors.
The Statutory Auditors have audited the books of accounts of the Company for the
financial year ended March 31, 2019 and have issued the Auditors Report thereon. The
Statutory Auditors have not made any adverse comments or given any qualification,
reservation or adverse remarks or disclaimer in their Audit Report.
Secretarial Audit
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, GRUH has appointed Mr.
M. C. Gupta of M/s M. C. Gupta & Co., a firm of Company Secretary in practice to
undertake the Secretarial Audit of the company. The Report of the Secretarial Audit is
annexed herewith as ‘Annexure B to this report. The Secretarial Auditor has not made
any adverse comments or given any qualification, reservation or adverse remarks or
disclaimer in their Audit Report.
Directors and Key Managerial Personnel
In accordance with Articles 134 and 135 of the Articles of Association of the Company
and the provisions of the Companies Act, 2013, Mr. Keki M. Mistry, director of the
Company, is liable to retire by rotation at the ensuing AGM and is eligible for
re-appointment.
Necessary resolutions for the re-appointment of the aforesaid director and the detailed
profile has been included in the notice convening the ensuing AGM and details of the
proposal for re-appointment is mentioned in the explanatory statement of the notice.
Ms. Renu S. Karnad, Non-executive director of the Company, resigned from the Board
w.e.f. March 8, 2019 due to personal reasons and other commitments.
Mr. Prafull Anubhai, Independent Director of the Company, completed his 2nd term
on March 31, 2019 and ceased to be a director of the Company from the close of March 31,
2019.
Your directors place on record their appreciation for the invaluable contributions made
by Ms. Renu S. Karnad and Mr. Prafull Anubhai during their term as directors of the
Company.
All the directors of the Company have confirmed that they are not disqualified from
being appointed as directors in terms of section 164 of the Companies Act, 2013.
There was no change in the Key Managerial Personnel during the year.
Details of managerial remuneration as required under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given as per
‘Annexure C to this report. Directors Responsibility Statement In accordance with
the provisions of section 134(3)(c) of the Companies Act, 2013 and based on the
information provided by the management, your directors state that: i. In the preparation
of annual accounts, the applicable accounting standards have been followed; ii. Accounting
policies selected were applied consistently.
Reasonable and prudent judgements and estimates were made so as to give a true and fair
view of the state of affairs of the Company as at the end of March 31, 2019 and of the
profit of the Company for the year ended on that date; iii. Proper and sufficient care has
been taken for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities; iv. The annual accounts of the
Company have been prepared on a going concern basis; v. Internal financial controls have
been laid down to be followed by the Company and such internal financial controls were
adequate and were operating effectively; vi. Systems to ensure compliance with the
provisions of all applicable laws are in place and were adequate and operating
effectively. Corporate Social Responsibility Initiatives In accordance with the provisions
of section 135 of the Companies Act, 2013 and the rules framed thereunder, the Company has
a Corporate Social Responsibility Committee of directors comprising Mr. S. G. Mankad -
Chairman, Mr. Pankaj Patel, Mr Keki M. Mistry and Mr. Sudhin Choksey and has inter alia
also formulated a CSR Policy. The role of the CSR Committee is to review the CSR policy,
indicate activities to be undertaken by the Company towards CSR activities and formulate a
transparent monitoring mechanism to ensure implementation of projects and activities
undertaken by the Company towards CSR activities.
GRUH was required to spend Rs 9.11 crore towards CSR activities during the year. GRUH
has approved CSR proposals aggregating to Rs 10.37 crore and incurred CSR expenditure of
Rs 6.23 crore during the year. Cumulatively, GRUH has approved CSR proposals aggregating
to Rs 25.94 crore and has incurred CSR expenditure of Rs 18.15 crore. GRUH has approved
CSR proposals in the field of providing education, promoting health care, sanitation,
education for differently abled children, promoting vocational skills, empowerment of
women and gender equality and protection of national heritage, art and culture. The Annual
Report on CSR Activities, which forms part of the Directors Report, is annexed as
‘Annexure D to this report.
Business Responsibility Reporting
As required under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure
Requirements) (LODR) Regulations, 2015, Business Responsibility Report forms part of the
Directors Report and is annexed as ‘Annexure E to this report.
Extract of Annual Return [Form MGT-9]
As per the requirements of Section 92(3) and 134(3)(a) of the Act and Rules framed
thereunder, the extract of the annual return for FY 2018-2019 is given in ‘Annexure
F in the prescribed Form No. MGT-9, which is a part of this report. The same is available
on https://www.gruh.com/ extract-annual-return/ Requirement for maintenance of cost
records: Since the Company is into housing finance, the Company is not required to
maintain cost records as specified by the Central Government under section 148(1) of the
Companies Act, 2013.
Particulars
Particulars of loans, guarantees or investments made :
Since the Company is a housing finance company, provisions of section 186 of the
Companies Act 2013 relating to loans made, guarantees given or securities provided are not
applicable to the company. As regards investments made by the Company, the details of the
same are provided under Note to Accounts forming part of the annual accounts of the
Company for the year ended March 31, 2019.
Particulars of Contracts or arrangements entered into with related parties : In
accordance with the provisions of section 188 of the Companies Act, 2013 and rules made
thereunder, the transactions entered into with related parties are in the ordinary course
of business and on an arms length pricing basis, the details of which are included in the
notes forming part of the financial statements. There are no material related party
transactions entered during the year. Accordingly, information in form AOC - 2 is not
annexed. As required by NHB notification no. NHB.HFC.CG-DIR.1/MD&CEO/2016 dated
February 9, 2017, a policy on Transactions with Related Parties is given as ‘Annexure
G to this report.
All related party transactions were approved by Audit Committee, Board and reviewed by
Statutory Auditors.
Material Changes, details of Subsidiaries, Litigations
There has been no material changes and commitments, affecting the financial position of
the company which has occurred between the end of the financial year to which the
financial statements relate and the date of the report.
The Company does not have any subsidiary. There has been no change in the nature of
business of the Company.
No significant or material orders have been passed by the regulators or courts or
tribunals impacting the going concern status of the company and / or the companys
operations in future.
Particulars regarding Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Expenditure Particulars relating to conservation of energy and
technology absorption stipulated in the Companies (Accounts) Rules, 2014 are not
applicable. GRUH does not have any foreign exchange earnings. GRUH has paid dividend of Rs
0.41 crore in foreign currency. Management Discussion and Analysis Report and Report of
the Directors on Corporate Governance In accordance with the SEBI (LODR) Regulations, 2015
and NHB Directions, the Management Discussion and Analysis Report and the Report of the
Directors on Corporate Governance form part of this report.
Acknowledgements
Your directors take this opportunity to place on record their appreciation to all
employees for their hard work, spirited efforts, dedication and loyalty to GRUH. The
employees have worked based on principles of honesty, integrity and fair play and this has
helped GRUH in maintaining its growth. The directors also wish to place on record their
appreciation to shareholders, depositors, referral associates, NHB, financial institutions
and banks for their continued support.
|
On behalf of the Board of Directors |
| Mumbai |
Keki M. Mistry |
| April 30, 2019 |
Chairman |
|
DIN : 00008886 |
+91-9892691696
