To,
The Members,
SRG Housing Finance Limited.
The Board of Directors of your Company take pleasure in presenting before you the 24th
Annual Report on the operational and business performance of the Company together with the
Audited Financial Statements for the Financial Year ended March 31, 2023.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS:
The summarized financial performance for the Financial Year ended March 31, 2023 and a
comparison with previous year are as under:
| Particulars |
2022-23 |
2021-22 |
| Profit Before Fair Value Changes, and Provision for Expected Credit Loss |
23.37 |
25.90 |
| Net Gain/(Loss) on Fair Value Changes |
0.11 |
(0.02) |
| Impairment on Financial Instruments (Expected Credit Loss) |
2.17 |
(0.35) |
| Profit Before Tax |
21.09 |
25.53 |
| Less : Tax Expenses (Including Deferred tax) |
3.99 |
5.2 |
| Profit After Tax |
17.06 |
20.32 |
| Other Comprehensive Income |
(0.03) |
(0.19) |
| Total Comprehensive Income |
17.03 |
20.13 |
| Retained Earnings |
81.88 |
68.28 |
| Opening Balance |
68.28 |
52.27 |
| Profit for the year |
17.06 |
20.32 |
| Other Comprehensive Income |
(0.03) |
(0.19) |
| Amount Available for Appropriations |
85.31 |
72.40 |
| Appropriations: |
|
|
| Transferred to Special Reserve under Section 36(1)(viii) of The Income Tax Act,
1961& Section 29C of the NHB Act, 1987 |
3.42 |
4.13 |
| Excess provision |
0.00 |
(0.00) |
| Other Adjustment due to IND AS |
0.00 |
0.00 |
BUSINESS PERFORMANCE:- A. Lending operations:-
Assets Under Management (AUM):-
During the year under review, SRG Housing maintained sustainable growth. The Gross Loan
Book as at March 31, 2023 stood at 438.36 Crores as against 340.01 Crores as at March
31, 2022, growth of 28.93%. As at March 31, 2023 the Loan Portfolio contributing Housing
loans as 66.14%, (previous year 65.11%) and Loan against properties (LAP) as 33.86%
(previous year 34.89%).
Sanctions:-
During the Financial Year under review, your Company sanctioned housing loans of
124.72 Crores as compared to 53.72 crores in the previous financial year and LAP
sanctioned 77.22 crores as compared to 35.07 crores in previous financial year.
Disbursements:-
During the Financial Year under review, your Company disbursed housing loans of
118.97 Crores as compared to 49.13 crores in the
previous financial year and LAP disbursed 71.77 crores as compared to 35.76 crores
in previous financial year.
B. Profits:
The profit before tax for FY23 decreased by 17.59% to 21.04 crores (FY21: 25.53
crores).
The profit after tax for FY23 decreased by 19.11% to 17.06 crores (FY21: 20.32
crores).
NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:
The Gross NPA of your Company as on March 31, 2023 was 10.97 Crore; 2.50% (previous
year 8.40 Crore; 2.47%). The Net NPA as on 31st March 2023 was 2.18 Crore;
0.51% (previous year 1.41 Crore; 0.42%). The Company has written off loans amounting to
0 crores in FY23 (FY22: Nil) on which corresponding opening provisions were reversed.
The regulatory and compliance reporting, has been done in accordance with the
prudential guidelines for Non-Performing Assets (NPAs) issued by the Reserve Bank of 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 which instalments are
overdue for more than 90 days and on other assets, as required. For details on the
impairment provisioning, please refer note no. 59 to the financial statements.
The Company has maintained cumulative NPA provision of 8.49 Crores against the
required provision of 5.35 crores (Previous year 3.30 Crores). Further for standard
assets Company carries provision of 1.78 Crores against the required provision of 1.38
crores (Previous year 1.08 Crores).
On November 12, 2021, RBI issued a notification on Prudential Norms on Income
Recognition, Asset Classification and Provisioning (IRACP) pertaining to Advances 2
Clarification, with the objective of harmonising regulatory guidelines for all lending
institutions. RBI stipulated that borrower accounts be flagged as overdue as part of their
day-end process for the due date accordingly the Company has revised its process of NPA
classification to flagging of the borrower accounts as overdue as part of the day-end
processes for the due date. RBI also stipulated that NPA accounts can only be upgraded to
standard provided all outstanding dues have been fully repaid. In February 2022, RBI
provided time till September 30,
2022 for NBFCs to comply with the upgradation criteria. The Company has opted for such
deferment. With effect from October 1, 2022 company has adopted the cited norms. Such
alignment has resulted in classification of loans amounting to 0.51 Crs as non-performing
assets (Stage 3) as at Mar23.
CAPITAL ADEQUACY RATIO:
| Particulars as on March 31st |
2023 |
2022 |
| Capital Adequacy Ratio |
36.44% |
38.30% |
The Company maintains an adequate Capital Adequacy Ratio which is far higher than the
minimum required level of 15% under the RBI Master Directions signifying the strong
position of the Company.
Internal Capital Adequacy Assessment Process (ICAAP)
As per the RBI notification, Housing Finance Companies (HFCs) are categorized as Middle
Layer and accordingly HFCs are required to have internal assessment of the need for
capital, commensurate with the risks in their business.
Accordingly, we have designed its ICAAP Policy and assessed applicable risk in ICAAP,
as per internal methodology, which is proportionate to the scale and complexity of our
operations
DIVIDEND:
Your Directors felt it prudent to retain the earnings for the year under review to be
ploughed back in business, which shall result in further augmentation of the Companys
growth and Shareholders wealth.
CHANGES IN SHARE CAPITAL:
During the year under review there was no changes in the Share Capital of the Company.
On November 24, 2022 the Company has allotted 5,00,000 warrants convertible into Equity
Shares of the Company on preferential basis to Promoter and non promoter investors
(Warrant Holder), at the issue price of 200 per warrant (face value of 10/- each at a
premium of 190/- (Rupees One hundred Ninty only). Upon exercise of the option by Warrant
Holder(s), the Company shall issue and allot appropriate number of Equity Shares. The
tenure of Warrants shall not exceed 18 (eighteen) months from the date of allotment.
Other than the above, there were no other changes in the share capital of the company
during FY 22-23.
BORROWINGS:
The Company has a diverse set of lenders that include public sector banks, private
sector banks, the National Housing Bank and other financial institutions. Funds were
raised in accordance with the Companys Resource Planning Policy, through term loans from
banks, NCDs and re-finance facilities from NHB. The Companys long-term nature of
borrowings and adequate liquidity have ensured a well- matched ALM.
The Company availed 177.40 cr. in FY 23 out of which 31 % from PSU Banks, 14.09% from
NHB, 46.45% from FI and 8.46% from private Banks.
In FY23 the outstanding borrowing was 357.24 Crore vs 286.63 Crore in FY22.
Borrowing Mix:
| Borrowing Profile (%) |
FY23 |
FY22 |
| Banks (%) |
33.59% |
40.53% |
| NCD (%) |
12.95% |
18.04% |
| FI (%) |
42.50% |
32.36% |
| NHB (%) |
10.96% |
9.07% |
Disclosure in accordance with the RBI Master Direction - Non-Banking Financial Company
- Housing Finance Company (Reserve Bank) Directions, 2021.
i. The total number of non-convertible debentures which have not been claimed by the
investors or not paid by the housing finance Company after the date on which
non-convertible debentures became due for redemption.- Nil
ii. The total amount in respect of such Debentures remaining unclaimed or unpaid beyond
the date of such debentures become due for redemption- Nil
Debenture Trust Agreement(s) were executed in favour of Catalyst Trusteeship 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:
The dividend pertaining to 2014-15, which remained unclaimed/unpaid amounting to 5025
(in respect of 24 shareholders), was transferred to IEPF on April 9, 2022.
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.
Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
refund) Amendment Rules, 2017 was notified by the Ministry of Corporate Affairs (MCA) on
October 13, 2017. As per Rule
6 of the said Rules, the shares, in respect of which dividend amounts have not been
paid or claimed for
7 consecutive years, are required to be transferred to IEPF demat Account of IEPF
Authority. On verification of records of unclaimed dividend amounts which have already
been transferred to IEPF on lapse of 7 years 24 shareholders had not claimed dividend for
consecutive 7 years and their shares 8407 Nos. have been transferred to IEPF demat account
within the prescribed period and the details are provided on the website of the Company.
For more details, please refer General Information to shareholders in this report.
For more details, please refer General Information to shareholders in this report.
The status of shares transferred to IEPF as at March 31, 2023 is detailed as under:
| Particulars |
No. of Shares |
| Balance as at April 1, 2022 |
0 |
| Transferred during financial year 2022-23 |
8407 |
| Claims processed by IEPF Authority during the financial year 2022-23 |
0.00 |
| Balance as at March 31, 2023 |
8407 |
UNCLAIMED NON-CONVERTIBLE DEBENTURES AND INTEREST THEREON:
Under the provisions of Section 125 of The Companies Act, 2013, Matured 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.
As at March 31, 2023 there was no NCDs amount or interest thereon, which remained
unclaimed and unpaid.
MANAGEMENT DISCUSSION AND ANALYSIS):
Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations) and Master directions issued by
Reserve Bank of India (RBI), Report on Management Discussion and Analysis is forming part
of this Annual Report.
DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARY, ASSOCIATE OR
JOINT VENTURE COMPANIES:
During the year under review the Company does not have any Subsidiary, Associate or
Joint venture Companies.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN MARCH 22 AND DATE OF THIS REPORT:
No material changes and commitments, affecting the financial position of the Company
have occurred between the financial year ended March23 and date of this Directors
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 for the year ended on March 31, 2023, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;
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 March 31, 2023 and of the profit of the Company for the year
ended March 31, 2023.
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 frauds and other irregularities;
d. The annual accounts of the Company have been prepared on a going concern basis;
e. Internal Financial Controls have been laid down to be followed by the Company and
such Internal Financial Controls were adequate and operating effectively;
f. Systems to ensure compliance with the provisions of all applicable laws 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 and hence 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 year under review and
hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)
of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT, 2013:
During the year under review, there were no instances of non-exercising of voting
rights in respect of shares purchased directly by employees under a scheme hence no
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 application nor any
proceedings are pending under the Insolvency and Bankruptcy Code, 2016. Further there were
no instances of one-time settlement for any loans taken from the Banks or Financial
Institutions.
REGULATORY COMPLIANCES:
The Company is in compliance with applicable Circulars, Notifications and Guidelines
issued by RBI and NHB from time to time.
Your Company is also in compliance with the applicable provisions of the Companies Act,
2013 and Rules thereunder, Secretarial Standards, SEBI LODR Regulations and other
applicable statutory requirements.
For more details regarding Compliances, please refer the Secretarial Audit Report
enclosed to this Report.
During the Financial Year, no penalty was imposed on the Company by any regulator/
supervisor/ enforcement authority except SOP fee imposed by BSE as mentioned under
Secretarial Compliance Report enclosed herewith.
Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs
The Reserve Bank of India in 2021 issued Scale Based Regulation (SBR) a revised
regulatory framework for NBFCs which is applicable to your Company being a NBFC HFC
category falling under middle layer.
CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Your Company has taken adequate steps to adhere to all the stipulations laid down in
the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, RBI Master
Directions and the Companies Act, 2013 and Rules thereto, as amended from time to time.
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, RBI Master Directions and disclosures as required under The Companies Act, 2013 and
the Rules thereto, a separate Section titled Report on Corporate Governance forms part
of this Annual Report.
The certificate by the Secretarial Auditor confirming compliance with the conditions of
Corporate Governance as stipulated in the SEBI (LODR) Regulations, 2015 forms part of this
report.
The said certificate for financial year 2022-23 does not contain any qualification,
reservation or adverse remarks.
In terms of Section 136 of The Companies Act, 2013, the reports and accounts are being
sent to the members and others entitled thereto.
INTERNAL GUIDELINES ON CORPORATE GOVERNANCE:
As on March23 your Company adhered to the Internal Guidelines on Corporate Governance
adopted in accordance with Master Directions-Non-Banking Finance Company (Housing Finance
Company), (Reserve Bank) Directions, 2021, which inter-alia, defines the legal,
contractual and social responsibilities of the Company towards its various Stakeholders
and
lays down the Corporate Governance practices of the Company. The said 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 with related parties
are in the ordinary course of business and on an arms length basis. Your Directors draw
attention of the Members to Note no. 34 to the Financial Statements which sets out related
party disclosures. During the year, the Company had not entered into any contract /
arrangement / transaction with related parties which could be considered material in
accordance with Section 188 of Companies Act, 2013 accordingly information in Form AOC-2
is not annexed.
All related party transactions are approved by the Audit Committee or Board or members
at a general meeting, as applicable.
The policy on transactions with related parties is given as elsewhere in 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 risk management
framework approved by the Board of Directors
SRGHFLs Risk Management framework provides the mechanism for risk assessment and
mitigation. Company has in place Risk Management Committee. The details of the Committee
and its terms of reference are set out in the Corporate Governance Report forming part of
the Directors Report.
At present the Company has not identified any element of risk which may threaten the
existence of the Company.
CORPORATE SOCIAL RESPONSIBILTY POLICY AND 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. 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.
During the year the Companys CSR
activities focused on
• promoting education, including special
education and employment enhancing vocation
skills especially among children, women,
elderly and the differently abled and livelihood enhancement projects.
• promoting gender equality, empowering women, setting up homes and hostels for
women and orphans; setting up old age homes, day care centres and such other facilities
for senior citizens and measures for reducing inequalities faced by socially and
economically backward groups.
• ensuring environmental sustainability, ecological balance, protection of flora
and fauna, animal welfare, agroforestry, conservation of natural resources and maintaining
quality of soil, air and water .
• protection of national heritage, art and culture including restoration of
buildings and sites of historical importance and works of art; setting up public
libraries; promotion and development of traditional art and handicrafts;
The total amount spent during financial year 2020-21 was 48.43 Lakhs (Previous Year
44.52 Lakhs Lakhs). The Annual Report on CSR activities including brief contents 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 on philanthropic
initiatives of your Company. Your Company plans to drive CSR initiatives directly 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 size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined by board. To maintain its objectivity and independence, the Internal Auditor
reports to the Chairman of the Audit Committee of the Board and/or to the Managing
Director.
The Internal Auditor monitors and evaluates the efficacy and adequacy of Internal
Control System in
the Company, its compliance with operating systems, accounting procedures and policies
of the Company.
Based on the report of Internal Auditor, respective heads undertake corrective action
in their respective areas and thereby strengthen the controls. Significant audit
observations and recommendations along with corrective actions thereon are 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 the Act and
Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
with an appropriate combination of Executive, Non-executive and Independent Directors.
The Board of the Company comprises 7 Directors, consisting of 4 Independent Directors,
2 Non-Executive Women Directors and a Managing Director as on March 31, 2023.
Details of Board of Directors along with Key Managerial Personnel as on March 2023 is
mention below:-
| Name |
DIN/PAN |
Designation |
| Vinod Kumar Jain |
00248843 |
Maanging 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 |
| Divya Kothari |
GUDPK5580E |
Company Secretary |
Appointment / Resignation of Directors:
Pursuant to the provisions of Section 152 of the Act Mrs Seema Jain Non-Executive
Director being the longest in office among directors who are liable to retire by rotation,
retires and being eligible; offers herself for re-appointment at the ensuing 24th
Annual General Meeting.
The Shareholders of the Company in their 23rd AGM held on August 5, 2022
reappointed Mr. Vinod Kumar Jain as the Managing Director of the Company for a further
period of 3 years commencing from 07th May, 2022.
All the Directors of the Company have confirmed that they satisfy the fit and proper
criteria as prescribed under the applicable regulations and that they are not disqualified
from being appointed as directors in terms of Section 164(2) of the Companies Act, 2013
and are not debarred from holding the office of Director by virtue of any SEBI order or
any other such authority.
Details of managerial remuneration as required under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed to this
report.
Further no director has been resigned from the Company during the Financial Year under
review.
Key Managerial Personnel (KMP):
During the year under review, Ms Sunaina Nagar has resigned from the post of Company
Secretary and Compliance Officer with effect from August 23,
2022 and Ms. Divya Kothari has appointed on her place except that there was no change
in the Key Managerial Personnel of the Company.
In terms of the Act, the following are the KMPs of the Company as on 31st
March23:
1. Mr. Vinod Kumar Jain - Managing Director
2. Ms. Divya Kothari Company Secretary
3. Mr. Ashok Kumar - Chief Financial Officer
Mr. Archis Jain has been appointed as Chief Executive Officer of the Company with
effect from April 24,
2023 for the tenure of 5 years.
DECLARATION FROM INDEPENDENT DIRECTORS
The Independent Directors have confirmed that they satisfy the criteria prescribed 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 the Independent
Directors of the Company have been included in the Independent Directors databank
maintained by Indian Institute of Corporate Affairs ("IICA"). The Company has
obtained declaration of independence from all the Independent Directors of the Company.
DECLARATION OF FIT & PROPER CRITERIA:
All the Directors of the Company have given the declaration to the effect that they are
Fit & Proper, to be appointed as Director, as per the criteria prescribed by RBI /
NHB.
PERFORMANCE EVALUATION OF THE BOARD:
The Company has defined a manner of evaluation as per the provisions of the Act and
SEBI Listing Regulations and for the evaluation of the performance of the Board,
Committees of Board & Individual Directors. The above manner is based on the Guidance
Note on Board Evaluation issued by the SEBI on January 05, 2017
The Board carried out the evaluation of every Directors performance, its own
performance, the Committees namely Audit Committee, Nomination & Remuneration
Committee, Corporate Social Responsibility Committee, Stakeholders Relationship Committee
and Risk Management Committee and all the Independent Directors.
During the financial year under review, a separate meeting of the Independent Directors
was held on March 29, 2023, without the attendance of Non-Independent Directors and the
Management of the Company. The Independent Directors had discussed and reviewed the
performance of the Non Independent Directors and the Board as a whole and also assessed
the quality, quantity and timeliness of the flow of information between the Management and
the Board, which is necessary for the Board to effectively and reasonably perform its
duties.
AUDITORS:
Statutory Auditor:
Pursuant to the provisions of Section 139, 142 and all other applicable provisions of
the Companies Act,
2013 and Rules made thereunder, at the 23rd Annual General Meeting held on
August 5, 2022 the members had appointed M/s Valawat & Associates (FRN: 003623C),
Chartered Accountant as statutory auditor for a term of five years beginning from the
conclusion of 23rd AGM till the conclusion of 28th AGM.
The Statutory Auditors have audited the books of accounts of the Company for the
financial year ended March 31, 2023 and have issued the Auditors Report thereon.
The Statutory auditors report annexed to the financial statements for the year under
review does not contain any qualifications, reservations or adverse remarks.
The details of remuneration paid by the Company to M/s. Valawat & Associates
Chartered Accountants are provided in note no. 27 of the financial statements.
During the year under review, the statutory auditor have not reported and instances of
fraud committed in the Company by its officers or employee to the Board/Audit Committee
under Section 143(12) of the Companys Act, 2013.
Secretarial Auditor:
Mr. Shiv Hari Jalan, Practicing Company Secretary was appointed as the Secretarial
Auditor of the Company for the financial year 2022-23 by the Board of Directors pursuant
to provisions of the Companies Act, 2013 and Rules framed there under. Secretarial Audit
Report along with the Secretarial Compliance Report as prescribed by SEBI as provided by
Mr. Shiv Hari Jalan, Practicing Company Secretary is annexed to this Annual Report. The
Secretarial Auditors have not submitted any material qualifications, reservations or
adverse remarks or disclaimers. Further, the Secretarial Auditors have not reported 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 applicable Secretarial
Standards i.e. SS-1 and SS-2 issued by the Institute of Company Secretaries of India.
MEETINGS OF THE BOARD AND COMMITTEES:
During the financial year 2022-23, 9 meetings of the board of directors were held and
the related details, including details of various committees
and meetings thereof are available in the Report of Directors on Corporate Governance
forming part of this Annual Report.
PARTICULARS OF LOANS, GAURANTEES OR INVESTMENTS:
Since the Company is a Housing Finance Company, the disclosures regarding particulars
of the loans given, guarantees given and securities provided is exempted under the
provisions of Section 186 (11) of the Companies Act, 2013.
As regards investment made by the Company, the details of the same are provided under
Note no. 5 forming part of Financial Statements of the Company for the year ended March
31, 2023.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
There is no information to disclose under the head Conservation of Energy and
Technology Absorption given in the above rules since the Company is engaged in providing
financial services activities. However, your Company is taking every step to conserve and
minimize the use of energy wherever possible. There were no foreign exchange earnings and
outgo, during financial year 2022-23.
REQUIREMENT FOR MAINTENANCE OF COST RECORDS:
The Company being a Housing finance Company is not required to maintain cost 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 of Annual Return
in Form MGT-7 as required under Section 92 (3) of the Act is placed on the website of the
Company at www.srghousing.com.
PARTICULARS OF EMPLOYEES:
As at March 31, 2023 the Company had 1 employee employed throughout the year who was in
receipt of remuneration of more than 1.02 crores per annum. Except this no other
employee employed throughout the year that was in receipt of remuneration of 1.02 crores
or more per annum or 8.50 lacs or more per month if employed for part of the year.
Disclosures on managerial remuneration are annexed to this report.
EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no material changes and commitments affecting financial position of the
Company between March 31, 2023 and the date of Directors Report.
CHANGE IN NATURE OF BUSINESS:
There are no changes in the nature of business of the Company during the year under
review.
DETAILS RELATING TO DEPOSITS:
The Company has been granted registration by the National Housing Bank as a non-deposit
taking Housing Finance Company. Being so, the Company has neither accepted 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 by the regulators
or courts or tribunals against the Company.
DISCLOSURES ON MANAGERIAL REMUNERATION:
Details of Managerial remuneration as required under Rule 5(1) of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with The Companies
(Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is annexed to
this report.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2022-23 to
BSE where the Companys securities are listed.
INVESTOR COMPLAINTS AND COMPLIANCE:
During the year Company has not received any investor complaints and that as on date no
investor complaints are pending.
PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE
The Company has a policy on prevention, prohibition and Redressal of sexual harassment
of women at the workplace and has an Internal Complaints Committee (ICC) in compliance
with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. The Companys policy on the same is placed on the website of the Company
www.srghousing.com. The Company has complied with the provisions relating to the
constitution of Internal Complaints Committee under the Sexual Harassment of Women at
Workplace (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 2022-23, no case has been
reported under the said act.
LOANS AND ADVANCES IN THE NATURE OF LOANS TO FIRMS/COMPANIES IN WHICH DIRECTORS ARE
INTERESTED BY NAME AND AMOUNT:
There are no loans and advances in the nature of loans to firms/companies in which
directors are interested.
ACKNOWLEDGEMENTS:
Your Board of Directors place on record their appreciation for the advice, guidance and
support given by various regulatory authorities including the National Housing Bank (NHB),
Reserve Bank of India (RBI), Securities and Exchange Board of India (SEBI), Ministry of
Corporate Affairs (MCA), Stock Exchange (BSE), Depositories (NSDL & CDSL), Debenture
Trustees, Debenture Holders, and all the Bankers and Lenders of the Company.
The Board of Directors would like to acknowledge the role of all its stakeholders -
shareholders, borrowers, key partners, lenders, customers, Statutory and Secretarial
Auditors, Registrar & Share Transfer Agent, Rating agencies, local/ statutory
authorities, Service Providers and Counselors and all others for their continuing support
to the Company.
Your Directors also record their appreciation for the dedicated services of the
employees and their contribution to the growth of the Company especially during the
difficult times of the pandemic.
The Board would also like to express its sincere appreciation to all the Companys
valued Shareholders, for their continued support and patronage.
| Best Wishes |
|
| Vinod K. Jain |
Seema Jain |
| Managing Director |
Director |
| DIN:00248843 |
DIN:00248706 |
| Date: 11-07-2023 Place: - Udaipur |
|
+91-9892691696
