Repco Home Finance Ltd Directors Report.

To the Members

Your Directors are pleased to present to the 19th Annual Report of your Company with the Audit Accounts for the year ended March 31, 2019. The Companys financial performance for the financial year ended March 31, 2019, is summarized below: (Rs in crore)

Particulars

Standalone

Consolidated

2018-19 2017-18 2018-19 2017-18
Profit before Tax 359.82 307.35 359.82 307.35
Less: Provision for Taxation
Current Year 101.69 102.38 101.69 102.38
Deferred 23.49 3.97 23.49 3.97
Profit after tax 234.64 201.00 234.64 201.00
Other comprehensive Income 0.84 0.23 0.84 0.23
Total Comprehensive Income for the period 235.48 201.23 235.48 210.23
Add : Net share of profit from associate 14.42 9.29
Balance brought forward from previous year 290.07 221.01 307.60 231.50
Less: Dividend received from Associate credited to carrying value of investment 2.27 2.25
Amount available for appropriation 525.55 422.24 555.23 439.77
Appropriations:
Transferred to Statutory Reserve u/s 29c of the National Housing Bank Act, 1987 46.93 41.23 46.93 41.23
Transferred to special reserve u/s 36(1)(viii) of Income Tax Act, 1961 taken into account for the purpose of Statutory Reserve under Section 29C of the NHB Act, 1987 55.27 55.65 55.27 55.65
Transfer to General Reserve - 20.00 - 20.00
Dividend for previous year 13.75 12.51 13.75 12.51
Tax on Distributed Profits 2.80 2.55 2.80 2.55
Remeasurement of defined benefit obligations 0.84 0.23 0.84 0.23
Balance carried forward to balance sheet 405.96 290.07 435.64 307.60
Total 525.55 422.24 555.23 439.77
Earnings Per Share
Basic (Rs.) 37.51 32.13 39.81 33.61
Diluted (Rs.) 37.51 32.13 39.81 33.61

Note: The Financial statements for the year ended March 31, 2019 have been prepared under Indian Accounting Standard (Ind AS). The financial statements for the year ended March 31, 2018 have been restaed in accourdance with Ind-AS

Dividend

Your Directors recommend a dividend of Rs.2.50 per equity share of face value of Rs.10.00 each for the year ended March 31, 2019 as against a dividend of Rs.2.20 per equity share of face value of Rs.10.00 each for the previous year. The dividend payout ratio for the year is 8.02% (amounting to Rs.18.82 crore, inclusive of Tax on dividend) as against 8.24% (amounting to Rs. 16.55 crore, inclusive of Tax on dividend) in the previous year. In compliance with requirements stipulated vide SEBI notification no. SEBI/ LAD-NRO/GN/2016-17/008 dated July 8, 2016 and Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the Dividend Distribution Policy of the Company is available on the website of the Company, www.repcohome.com/new_ site/corporate_governance.php and has been provided as Annexure-1 to this report.

Changes in Share Capital

During the financial year, there was no change in the Paid up capital of the Company. As at March 31, 2019, the Paid up capital stood at Rs. 62,56,13,620 divided into 6,25,61,362 Equity shares of Rs. 10 each

State of Affairs of the Company

The Company endeavors towards adopting the benchmark underwriting practices backed up by robust monitoring and recovery mechanisms. The Company is committed in its efforts towards improving efficiency and service level in its operations.

Lending Operations

1) Sanctions

During the year, loan approvals stood at Rs. 3,370.02 crore as compared to Rs. 3,079.26 crore in the previous year. The cumulative loan sanctions since inception of the Company stood at Rs. 22052.60 crore at the end of the financial year 2018-19.

2) Disbursements

During the year under review, the Company disbursed loans to the extent of Rs. 3,091.77 crore as against Rs. 2,806.51 crore in the previous year. The Cumulative disbursements stood at Rs. 20272.72 crore at the end of the financial year 2018-19.

3) Loans Outstanding

The loan book of the Company at the end of financial year 2018-19 was Rs. 11,036.81 crore as against Rs. 9,856.78 crore in the previous year representing a growth of 11.97%.

Non-Performing Assets (NPA)

As of March 31, 2019, the gross NPA of the Company was Rs.325.75 crore (previous year Rs.282.65 crore) constituting 2.95% (previous year 2.87%) of the total loans outstanding. During the period under review, the Company has written off Rs. 32.21 crore (previous year Rs.15.77 crore) from its books in respect of loans where recovery had been rendered impracticable. However, the Company continues to make all possible efforts to recover from these accounts.

Regulatory Compliance

The Company is in compliance with the guidelines, circulars and directions of National Housing Bank. The Company is also in compliance with the Companies Act 2013, guidelines, directions and circulars of MCA, SEBI etc. The Ministry of Corporate Affairs 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, the 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.

Accordingly, the annual as well as quarterly financials for the previous year were also realigned /restated as per Ind-AS and hence, the figures are not strictly comparable with the statement in the previous Annual Report.

The Company is registered with the Central Registry of Securitization, Asset Reconstruction and Security Interest of India (CERSAI) and furnishes information in respect of its loans. Compliance of all regulatory guidelines to NHB / other statute are periodically reviewed at Audit Committee / Board of the Company.

IRDA Compliance

The Company is registered with IRDAI for carrying on the Insurance Agency Business for life and property and has complied with the applicable requirements under Insurance Regulatory and Development Act, 1999 and IRDAI (Registration of Corporate Agent) Regulations 2015, as amended from time to time.

Other Compliances

(i) The Company had obtained the Legal Entity Identifier No. 335800M7AQBAQYVHEW38 as required under the RBI Circular -No.RBI/2017-18/82 - DBR. No.BP.92/21.04.048/2017-18 dated November 02, 2017 and as advised by NHB. The Registration has been renewed as required on an annual basis.

(ii) As per RBI/2015-16/96 Master Circular No.15/2015-16 on Foreign Investment in India and as per RBI/2017-18/194 A.P (DIR Series) Circular No.30 dated June 07, 2018 on Foreign Investment in India, all types of Companies which have foreign investment are required to report through FIRMS – Reporting in Single Master Form. For the purpose the Company has completed the registration process for Entity User and was issued login credentials.

(iii) As per the ROC letter No. ROCB/Co. No.8699/MSME Notice/2019/3106 dated January 24, 2019 received by the Company and MSME Notification No.S.O. 5621(E) dated November 02, 2018, the Companies registered under the Companies Act, with a turnover of more than Rs.500 Crore shall get themselves registered on the Trade Receivables Discounting System (TReDS) platform. The Company has applied for registration on TReDS Platform through Receivables Exchange of India Limited (RXIL) and has received the provisional registration No. RE0000869 (Membership Code).

(iv) The Company has complied with all the applicable Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time and circulars, notifications etc issued by SEBI.

Capital Adequacy

The Company‘s capital adequacy ratio as on 31 March 2019 was 24.08% (previous year 23.04%) which is well above the prescribed 12% threshold as per NHB Directions. This consisted entirely of Tier 1 capital.

Financial Resources

Refinance from National Housing Bank (NHB)

During the year the Company has availed refinance facility for Rs.300 crore from National Housing Bank. The refinance outstanding at the end of the year was Rs. 903.60 crore (previous year Rs. 942.31 crore)

Borrowings from Bank and Financial Institutions

The outstanding borrowings (terms loans and overdraft) from Bank and Financial Institutions at the end of the financial year stood at Rs. 7548.41 crore (previous year Rs. 5057.70 crore).

Secured Non-Convertible Debentures

During the year, the Company has not issued any SRNCDs (previous year Rs. 652 crores). The outstanding SRNCDs as on 31st March 2019 was Rs.825.40 crores (previous year Rs. 1334.30 crores). These instruments have been rated ICRA AA- by M/s. ICRA Ltd., and CARE AA by M/s.CARE Ltd.,

Commercial Papers

The Company‘s commercial paper is rated A1+ by M/s. ICRA Ltd., and CARE Ltd., implying highest safety. During the financial year 2018-19, the Company has raised funds amounting to Rs. 1225 crores (previous year Rs. 2,350 crores) by way of issuance of commercial paper. After repayments on maturity, the net amount outstanding as at 31st March 2019 is NIL. (Previous year Rs.800 crores).

Unclaimed NCDs / Unclaimed Equity

According to section 125 of the Companies Act, 2013, NCDs and interest thereon remaining unclaimed and unpaid for a period of seven years from the date they became due are required to be credited to the Investor Education and Protection Fund (IEPF) set up by the Government of India. As at 31 March 2019 there are no non convertible debentures amount or interest thereon remaining unpaid or unclaimed.

Disclosure under Housing Finance Companies issuance of Non Convertible Debentures on private placement basis, (NHB) Directions 2014.

There are no Non Convertible Debentures which have not been claimed by the Investors or which were not paid by the Company after the date on which the Non Convertible Debentures became due for redemption. Further the Company has paid the interest on respective due dates.

NCDs amounting to Rs.510 crore has been redeemed during FY 2018-19.

Unclaimed Dividends

As of 31 March 2019, dividend amounting to Rs. 261135.50 has not been claimed by the investors. According to section 125 of the Companies Act, 2013 dividends remaining unclaimed for a period of seven years from the date they became due are required to be credited to the Investor Education and Protection Fund (IEPF) set up by the Government of India. In accordance with the Investor Education Fund (Uploading of information regarding unpaid and unclaimed amount lying with the Companies) Rules 2012, the Company has uploaded this information on www.iepf.gov.in and www.repcohome.com/new_site/ unclaimed_dividend.php.

Public Deposits

The Company has not accepted deposits from the public during the financial year 2018-19.

Risk Management

The Management & Risk Management of the Company is constituted in line with the provisions of Regulation 21 of the SEBI (LODR) Regulations. The Committee comprises of Shri. Dinesh Ponraj Oliver (Chairman), Shri. G.R. Sundaravadivel,Shri.K.Sridhar,Shri.V.Nadanasabapathy and Shri.Yashpal Gupta. The Company has in place a risk management policy framework which has been approved by the Board of Directors. The framework identifies various risks faced by the Company and puts in place appropriate mitigants.

Human Resources

The objective of human resource development in an organization is to enhance human productivity through progressive and consistent policies in knowledge & skill upgradation and betterment of employment conditions at all levels. Human Resource Managements objective is to maximize the return on investment from the organizations human capital. It is the responsibility of human resource/ development department in a corporate context to conduct these activities in an effective, legal, impartial and cohesive manner.

Your Company worked tirelessly towards the performance upgradation of its employees by introducing objective performance appraisal mechanism and performance linked incentive structure. Employees are also nominated regularly to attend various training programmes conducted by NHB, ICSI & other capacity building institutions besides in-house training programmes for constant skill upgradation. During the financial year the Company conducted 15 (including online training) in-house training programmes and employees were nominated for 4 external programmes. The Company provides a professional work environment and maintains a healthy relation with its employees. As on 31 March 2019, the number of people employed by the Company stood at 929.

Disclosure under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2018-19

No. of complaints received: 1

No of complaints disposed off: 1

Particulars of Employees Covered Under Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014.

During FY18-19, the Company had not employed anyone with a remuneration of Rs.1.02 crore or more per annum.

Corporate Social Responsibility

As per Section 135 of the Companies Act, 2013 and the rules framed thereunder, the Company has in place a Corporate Social Responsibility Committee of Directors comprising of Shri. T.S. KrishnaMurthy, Shri. K. Sridhar, Shri. G.R. Sundaravadivel and Shri. V. Nadanasabapathy and has inter alia formulated a Corporate Social Responsibility Policy.

This Committee envisages the activities to be undertaken in pursuance of CSR initiatives. During the year the Company spent a sum of Rs.0.55 crore towards CSR initiatives. The Annual Report on CSR activities forming part of the Directors Report is furnished as Annexure-2 to this report.

Employee Stock Option Scheme:

The employee stock options have been granted to the eligible employees and the Managing Director in pursuance of Repco Home Finance Limited Employees Stock Option Scheme -2013. There are no material changes to this scheme and the said scheme is in compliance with the extant regulations prescribed by the Securities and Exchange Board of India in this regard. The disclosures as required by the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014 have been placed on the website of the Company.

Particulars Relating to 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 to the Company and further the Company has no foreign exchange earnings.

Directors

In accordance with Section 152 of the Companies Act, 2013, Shri. Dinesh Ponraj Oliver, I.A.S, Director of the Company is liable to retire by rotation at the ensuing annual general meeting and is eligible for reappointment. The resolution for his re-appointment forms a part of the notice convening the Annual General Meeting. The details pertaining to the re-appointment are elucidated in the explanatory statement to the notice convening the Annual General Meeting. The details of familiarization programmes conducted for Independent Directors is put up on the website of the Company.

Details of Managerial Remuneration As Required Under Companies (Appointment And Remuneration of Managerial Personnel) Rules, 2014

The particulars of managerial remuneration as required by under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure-3.

Statutory Auditors

At the 17th Annual General Meeting held on 21 September 2017, the members had appointed M/s. S.R. Batliboi & Associates LLP, Chartered Accountants (Firm Registration No. 101049W/ E300004) as Statutory Auditors for a term of five years beginning from the conclusion of the 17th Annual General Meeting till the conclusion of the 22nd Annual General Meeting. The Statutory Auditors have not made any adverse comments or given any qualification, reservation or adverse remarks or disclaimer in their Audit Report.

Directors Responsibility Statement

In pursuance of section 134(3)(C) read with Section 134(5) of the Companies Act, 2013, and based on the information provided by the Management, your Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed;

(b) Accounting policies selected were applied consistently.

Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at 31 March 2019 and of the profit and loss of the Company for that date;

(c) 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 fraud and other irregularities; (d) The annual accounts of the Company have been prepared on a going concern basis; (e) Internal financial controls have been followed by the Company and such internal financial controls are adequate and were operating effectively.

(f) Systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Declaration by Independent Directors:

The Independent Directors have given declarations to the Company in terms of Section 149(7) and 149(8) of the Companies Act, 2013 and Regulation 25(8) of SEBI (LODR) Regulations,2015thattheymeetthecriteriaofindependence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015.

Internal Control Systems

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board every quarter or at periodic intervals.

Extracts of the Annual Return (Form MGT-9)

In accordance with Sec 134 (3) (a) of the said Act, amended provision, the provisional Annual Return in the prescribed format has been made available on the website of the Company at www.repcohome.com. The extract of Annual return is annexed to this report as Annexure-4.

Secretarial Audit Report

In accordance with Section 204 of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, M/s. G Ramachandran & Associates, Company Secretaries were appointed by the Company to undertake Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this report as Annexure-5. In addition to the Secretarial Audit Report, Secretarial Compliance report has also been issued by the PCS as per the SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 02, 2019, and the said report has been submitted to the Stock Exchanges.

Explanation on comments by the Board on Every qualification, reservation on adverse remark or disclaimer made by Auditor /Secretarial Auditor.

Neither the statutory auditor nor the secretarial auditor have made any qualification, reservation or adverse remark or disclaimer in their respective reports.

Secretarial Standards

The Company complies with the mandatory Secretarial Standards i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India and has referred to Secretarial Standards SS-3 and SS-4 for good governance.

Details of Loans Given, Guarantees Given or Security Provided

The provisions contained in Section 186(11) of the Companies Act, 2013, relating to loans, guarantees or securities do not apply to the Company.

Investments

The Company has investments in the equity of unlisted associate Company, Repco Micro Finance Limited to the extent of Rs.22 Crore (2,20,00,000 equity shares of Rs.10/- each).

Subsidiary, Joint Ventures And Associate Companies

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, your Company has prepared Consolidated Financial Statements of the Company which forms part of this Annual Report. Further, a Statement containing salient features of financial statements of the Subsidiary, joint venture entities and associate Companies in the prescribed format AOC-1, pursuant to Section 129(3) of the Companies Act, 2013 and rules made thereunder, is annexed as Annexure-6 to this Report.

Particulars of Contracts or Arrangements with Related Parties Referred to in Section 188(1)

All the related party transactions entered during the year were in ordinary course of business and on arms length basis. The Company has obtained the shareholders approval for material related party transactions as required under Listing Regulations.

There are no transactions under the ambit of section 188 of the companies act 2013.

The Company presents a statement of all related party transactions before the Audit Committee. The details of such transactions are given in the accompanying financial statements.

Material Changes and Commitments Affecting Financial Position of the Company between 31 March 2019 and the date of Boards Report.

There has been no material changes and commitment, 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.

Management Discussion and Analysis

In accordance with the SEBI (LODR) Regulations, 2015, Management Discussion and Analysis Report for the year under review, is presented in a separate section which forms a part of this report.

Report on Corporate Governance

In accordance with the SEBI (LODR) Regulations, 2015, the report on corporate governance for the year under review is presented in a separate section which forms a part of this report.

Board Evaluation

As per the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Nomination & Remuneration Committee carried out the evaluation of the performance of each Director of the Company and the Board as a whole. The independent directors held a separate meeting to review the performance of the non-executive directors, the Chairman of the Company and the overall performance of the board.

Vigil Mechanism / Whistle Blower Policy

The Board of Directors has approved the vigil mechanism/ whistle blower policy of the Company which provides a framework to promote a responsible and secure whistle blowing. It protects employees wishing to raise a concern about serious irregularities within the Company. It provides for a vigil mechanism to channelize reporting of such instances/ complaints/ grievances to ensure proper governance. The Audit Committee oversees the vigil mechanism. No employee has been denied access to the Audit Committee. The policy is placed on the website of the Company, www.repcohome.com/new_site/corporate_ governance.php.

Listing

The shares of your Company are listed on National Stock Exchange Limited and Bombay Stock Exchange Limited. The Listing fees for the financial year 2019-20 have already been paid to the Stock Exchanges.

Details of non-compliance, penalties, imposed on by any statutory authority

There were no penalties/punishments/compounding of offences for the year ending March 31, 2019

Others

Related Party Transaction Policy

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-7 to this report.

Business Responsibility Reporting

In accordance with the requirement 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-8 to this report.

Acknowledgements

The Directors of your Company wish to place on record their sincere gratitude to the National Housing Bank and its Executives for continuous guidance and support. We also record our gratitude to our bankers, financial institutions and insurance companies for their continued trust, support and assistance given to the Company. The Board places on record its sincere gratitude to Ministry of Home Affairs, GOI, SEBI, NSE, BSE, Department of Company Affairs, REPCO Bank, shareholders, Government, local/statutory authorities, customers and all the other stakeholders for their patronage and support for the achievements by the Company despite the most competitive environment in the market.

Your Directors take this opportunity to thank all the executives and employees of the Company and wish to place on record their commendable hard work, team spirit and dedicated service to the customers which enabled the Company to achieve an appreciable level of business performance during the year.

For and on behalf of the Board of Directors

Date : August 14, 2019 (T.S.KrishnaMurthy)
Place : Chennai Chairman