To, |
The Members, |
SRG Housing Finance Limited. |
The Board of Directors of your Company take pleasure in presenting
before you the 26th Annual Report on the operational and business performance of the
Company together with the Audited Financial Statements for the Financial Year ended March
31, 2025.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS &
STATE OF AFFAIRS:
The summarized financial performance for the Financial Year ended March
31, 2025 and a comparison with previous year are as under:
Particulars |
2024-25 |
2023-24 |
Profit Before Fair Value Changes, and
Provision for Expected Credit Loss |
31.73 |
27.51 |
Net Gain/(Loss) on Fair Value Changes |
0.07 |
0.01 |
Impairment on Financial Instruments (Expected
Credit Loss) |
1.61 |
1.40 |
Profit Before Tax |
30.05 |
26.10 |
Less: Tax Expenses (Including Deferred tax) |
5.66 |
5.04 |
Profit After Tax |
24.39 |
21.06 |
Other Comprehensive Income |
(0.01) |
0.04 |
Total Comprehensive Income |
24.38 |
21.10 |
Retained Earnings |
118.25 |
98.77 |
Opening Balance |
98.77 |
81.88 |
Profit for the year |
24.39 |
21.06 |
Other Comprehensive Income |
(0.01) |
0.04 |
Amount Available for Appropriations |
123.17 |
102.98 |
Appropriations: |
|
|
Transferred to Special Reserve under Section
36(1)(viii) of The Income Tax Act, 1961& Section 29C of the NHB Act, 1987 |
4.90 |
4.21 |
Excess provision |
0.00 |
0.00 |
Other Adjustment due to IND AS |
0.00 |
0.00 |
Note: Figures have been regrouped/recalssified/rounded off wherever
necessary
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, 2025 stood at ' 759.36 Crores as against '
601.59 Crores as at March 31, 2024, growth of 26.23%. As at March 31, 2025 the Loan
Portfolio contributing Housing loans as 73.06%, (previous year 69.84%) and Loan against
properties (LAP) as 26.94% (previous year 30.16%).
Sanctions:
During the Financial Year under review, your Company sanctioned housing
loans of ' 251.57 Crores as compared to ' 207.44 crores in the previous financial year and
LAP sanctioned ' 86.94 crores as compared to ' 104.63 crores in previous financial year.
Disbursements:
During the Financial Year under review, your Company disbursed housing
loans of ' 227.05 Crores as compared to ' 187.44 crores in the previous financial year and
LAP disbursed ' 77.91 crores as compared to ' 96.17 crores in previous financial year.
B. Profits:
The profit before tax for FY25 increased by 15.13% to ' 30.05 crores
(FY24: ' 26.10 crores).
The profit after tax for FY25 increased by 15.81% to ' 24.39 crores
(FY24: ' 21.06 crores).
NON-PERFORMING ASSETS AND PROVISIONS FOR
CONTINGENCY:
The Gross NPA of your Company as on March 31, 2025 was ' 13.98 Crore;
1.84 % (previous year ' 13.76 Crore; 2.29%). The Net NPA as on 31st March 2025 was ' 4.58
Crore; 0.61% (previous year 4.11 Crore; 0.69%). The Company has written off loans
amounting to ' 0.89 crores in FY25 (FY24: 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 ' 9.40 Crores
against the required provision of ' 6.15 crores (Previous year ' 9.65 Crores against the
required provision of ' 6.64 crores). Further for standard assets Company carries
provision of ' 2.98 Crores (Previous year ' 2.01 Crores).
On November 12, 2021, RBI issued a notification on Prudential Norms on
Income Recognition, Asset Classification and Provisioning (IRACP) pertaining to Advances
Clarification, with the objective of harmonizing 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.
Pursuant to the cited norms classification of loans amounting to ' 0.28
Crs as non-performing assets (Stage 3) as at Mar'25.
CAPITAL ADEQUACY RATIO:
Particulars as on March 31st |
2025 |
2024 |
Capital Adequacy Ratio |
47.75% |
35.67% |
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 Company's growth and Shareholders' wealth.
EMPLOYEE STOCK OPTION SCHEME
The Company believes that its success is largely determined by the
quality of its workforce and their commitment towards achieving the goals of the Company.
In order to enable the employees of the Company to participate in the future growth and
success of the Company, Employee Stock Option Scheme - 2023 (Scheme) was
adopted by the Company. In terms of Regulation 14 of Securities and Exchange Board of
India (Share Based Employee Benefits) Regulations 2014, the disclosures for the FY24-25
with respect to ESOP 2023 have been provided on the website of the Company.
All the ESOP plans of the Company are in compliance with the provisions
of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI SBEB and
Sweat Equity Regulations') as amended from time to time.
The Nomination & Remuneration Committee monitors the ESOP Schemes
in compliance with the Act, SEBI SBEB and Sweat Equity Regulations and SEBI LODR
Regulations.
A Certificate from Secretarial Auditors of the Company, confirming that
the above ESOP Schemes have been implemented in accordance with the SEBI SBEB and Sweat
Equity Regulations as amended from time to time and are as per the resolutions passed by
the Members of the Company will be available for the inspection of the Members of the
Company.
CHANGES IN SHARE CAPITAL:
During the year under review, the Company's share capital increased as
a result of the following allotments:
On May 24, 2024, pursuant to the conversion of warrants into
equity shares, the Company allotted 2,00,000 equity shares of face value ' 10 each at an
issue price of ' 200 per share.
On September 2, 2024, the Company allotted 7,76,263 equity
shares at an issue price of ' 333
per share, aggregating to ' 25,84,95,579, to 29 non-promoter allottees
on a preferential basis.
On October 11, 2024, 15,500 equity shares were allotted pursuant
to the exercise of stock options granted under the Employees Stock Option Scheme - 2023.
On December 16, 2024, a further 16,075 equity shares were
allotted under the same ESOP scheme.
On March 18, 2025, the Company allotted 13,68,000 equity shares
at an issue price of ' 365 per share, aggregating to ' 49,93,20,000, to a non-promoter
allottee on a preferential basis.
As of March 24, 2025, the share capital of the Company stands at
156,758,380. Other than the above-mentioned allotments, there were no changes in the share
capital of the Company during the financial year 2024-25.
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 Company's Resource Planning Policy, through term
loans from banks, Fis and re-finance facilities from NHB. The Company's long-term nature
of borrowings and adequate liquidity have ensured a well- matched ALM.
The Company availed '193.60 cr. in FY 25 out of which 33.70% from Banks
and rest from Financial Institutions.
In FY25 the outstanding borrowing was ' 584.33 Crore vs ' 491.26 Crore
in FY24.
Borrowing Mix:
Borrowing Profile (%) |
FY25 |
FY24 |
Banks (%) |
|
46.46% |
49.41% |
|
|
FI (%) |
47.59% |
39.17% |
NHB (%) |
5.95% |
11.42% |
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
Further details of borrowings are provided under notes to accounts.
UNCLAIMED DIVIDEND AND UNCLAIMED SHARES:
In accordance with the provisions of Sections 124, 125 and other
applicable provisions, if any, of the Act, read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred
to as 'IEPF Rules') (including any statutory modification(s) or re-enactment(s) thereof
for the time being in force), the amount of dividend remaining unclaimed or unpaid for a
period of seven years from the date of transfer to the Unpaid Dividend Account is required
to be transferred to the Investor Education and Protection Fund (IEPF) maintained by the
Central Government. Further, according to the IEPF Rules, the shares in respect of which
dividend has not been paid or claimed by the Shareholders for 7 (Seven) consecutive years
or more are also required to be transferred to the demat account created by the IEPF
Authority
Particulars |
No. of Shares |
Balance as at April 1, 2024 |
0 |
Transferred during financial year 2024-25 |
0 |
Claims processed by IEPF Authority during the
financial year 2024-25 |
0 |
Balance as at March 31, 2025 |
0 |
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, 2025 there was no NCDs
amount or interest thereon, which remained unclaimed and unpaid.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT (MDA):
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 24 AND DATE OF THIS REPORT:
No material changes and commitments, affecting the financial position
of the Company have occurred between the financial year ended March'25 and date of this
Director's Report.
DIRECTOR'S 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, 2025, 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, 2025 and of the profit of the Company for
the year ended March 31, 2025.
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.
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 NBFC's 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 2024-25 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 March'25 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 arm's 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
SRGHFL's 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 Director's 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.
The total amount spent during financial year 2024-25 was ' 31.59 Lakhs
(Previous Year ' 65.10 Lakhs Lakhs). The Annual Report on CSR activities including brief
contents are provided to this report.
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, 2025.
Details of Board of Directors along with Key Managerial Personnel as on
March 2025 is mention below:
Name |
DIN/PAN |
Designation |
Vinod Kumar Jain |
00248843 |
Managing Director |
|
|
Non-Executive |
Seema Jain |
00248706 |
Non-Independent Director |
|
|
Non-Executive |
Garima Soni |
08336081 |
Non-Independent Director |
Nishant Badala |
06611795 |
Non-Executive- Independent Director |
Dilip Kumar Singhvi |
09240489 |
Non-Executive- Independent Director |
|
|
Non-Executive- |
Mohit Singhvi |
10681694 |
Independent Director |
Sureshkumar |
|
Non-Executive- |
Kanhaiyalal |
08966740 |
Independent |
Porwal |
|
Director |
Archis Jain |
BCUPJ5855M |
Chief Executive Officer |
Ashok Modi |
CPLPM4355L |
Chief Financial Officer |
Divya Kothari |
GUDPK5580E |
Company Secretary |
* The tenure of Mr. Nishant Badala, Independent Director of the
Company, ended on 14-05-2025 in accordance with the provisions of Section 149 of the
Companies Act, 2013 and the applicable rules thereunder. Accordingly, Mr. Nishant Badala
has retired from the Board of Directors with effect from the said date.
Further, the Board, on the recommendation of the Nomination and
Remuneration Committee and subject to the approval of shareholders, appointed Ms. Krati
Jain (DIN: 11092787) as an Independent Director of the Company, not liable to retire by
rotation, for a term of five (5) consecutive years with effect from May 14, 2025.
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 26th Annual General Meeting.
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.
Key Managerial Personnel (KMP):
During the year under review, there is 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 March'25:
1. Mr. Vinod Kumar Jain - Managing Director
2. Ms. Divya Kothari - Company Secretary
3. Mr. Archis Jain - Chief Executive Officer
4. Mr. Ashok Kumar - Chief Financial Officer
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 Director's
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 Director's 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 31, 2025 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:
The Statutory Auditors have audited the books of accounts of the
Company for the financial year ended March 31, 2025 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 has 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 Company's Act, 2013.
Secretarial Auditor:
Mr. Shiv Hari Jalan, Practicing Company Secretary was appointed as the
Secretarial Auditor of the Company
for the financial year 2024-25 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 2024-25, 11 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, 2025.
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 2024-25.
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 on March 31, 2025 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, 2025 and the date of Director's 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 2024-25 to BSE and NSE where the Company's 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 Company's 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 2024-25, 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) & (NSE),
Depositories (NSDL & CDSL), 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.
The Board would also like to express its sincere appreciation to all
the Company's valued Shareholders, for their continued support and patronage.
Best Wishes
Vinod K. Jain |
Seema Jain |
Managing Director |
Director |
DIN: 00248843 |
DIN:00248706 |
Date: 02-07-2025 |
|
Place: - Udaipur |
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