To
The Members
SRG Housing Finance Limited
The Board of Directors of your Company take pleasure in presenting before you the 25th
Annual Report on the operational and business performance of the Company together with the
Audited Financial Statements for the Financial Year ended March 31, 2024.
FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS & STATE OF AFFAIRS:
The summarized financial performance for the Financial Year ended March 31, 2024 and a
comparison with previous year are as under:
(Rs In Crores)
Particulars |
2023-24 |
2022-23 |
Profit Before Fair Value Changes, and
Provision for Expected Credit Loss |
27.51 |
23.37 |
Net Gain/(Loss) on Fair Value Changes |
0.01 |
0.11 |
Impairment on Financial Instruments
(Expected Credit Loss) |
1.40 |
2.17 |
Profit Before Tax |
26.10 |
21.09 |
Less: Tax Expenses (Including Deferred
tax) |
5.04 |
3.99 |
Profit After Tax |
21.06 |
17.06 |
Other Comprehensive Income |
0.04 |
(0.03) |
Total Comprehensive Income |
21.10 |
17.03 |
Retained Earnings |
98.77 |
81.88 |
Opening Balance |
81.88 |
68.28 |
Profit for the year |
21.06 |
17.06 |
Other Comprehensive Income |
0.04 |
(0.03) |
Amount Available for Appropriations |
102.98 |
85.31 |
Appropriations: |
|
|
Transferred to Special Reserve under
Section 36(1)(viii) of The Income Tax Act, 1961& Section 29C of the NHB Act, 1987 |
4.21 |
3.42 |
Excess provision |
0.00 |
0.00 |
Other Adjustment due to IND AS |
0.00 |
0.00 |
Note: Figures have been regrouped/reclassified/rounded off wherever necessary
BUSINESS PERFORMANCE:
A. Lending operations:
Assets Under Management (AUM):
During the year under review, SRG Housing maintained robust growth. The Gross Loan Book
as at March 31, 2024 stood at Rs 601.59 Crores as against Rs 438.36 Crores as at March 31,
2023, growth of 37.24%. As at March 31, 2024 the Loan Portfolio contributing Housing loans
as 69.84%, (previous year 66.14%) and Loan against properties (LAP) as 30.16% (previous
year 33.86%).
Sanctions:
During the Financial Year under review, your Company sanctioned housing loans of Rs
207.44 Crores as compared to Rs 124.72 crores in the previous financial year and LAP
sanctioned Rs 104.63 crores as compared to Rs 77.22 crores in previous financial year.
Disbursements:
During the Financial Year under review, your Company disbursed housing loans of Rs
187.44 Crores as compared to Rs 118.97 crores in the previous financial year and LAP
disbursed Rs 96.17 crores as compared to Rs 71.77 crores in previous financial year.
B. Profits:
The profit before tax for FY24 increased by 24.05% to Rs 26.10 crores (FY23: Rs 21.04
crores).
The profit after tax for FY24 increased by 23.45% to Rs 21.06 crores (FY23: Rs 17.06
crores).
NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY:
The Gross NPA of your Company as on March 31, 2024 was Rs 13.76 Crore; 2.29% (previous
year Rs 10.97 Crore; 2.50%). The Net NPA as on 31st March 2024 was Rs 4.11 Crore; 0.69%
(previous year 2.18 Crore; 0.52%). No account has been written off during FY 24 (FY23:
Nil).
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 Rs 9.65 Crores against the
required provision of Rs 6.64 crores (Previous year Rs 8.79 crores against requirement of
Rs 5.35 crores). Further for standard assets Company carries provision of Rs 2.01 Crores
(Previous year Rs 1.47 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 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.
Pursuant to the cited norms classification of loans amounting to Rs 0.51 Crs as
non-performing assets (Stage 3) as at Mar'24.
CAPITAL ADEQUACY RATIO:
Particulars as on March 31st |
2024 |
2023 |
Capital Adequacy Ratio |
35.67% |
36.44% |
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 FY23-24 with respect to ESOP
2023 have been provided on the website of the Company.
ESOP plan 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 due to allotment of
300,000 equity shares to Mr. Vinod Kumar Jain. On exercise of warrants alloted to Mr.
Vinod Kumar Jain (promoter), the board has alloted 3,00,000 equity shares to him on March
19, 2024. These shares were issued at a price of Rs 200 per share, with a face value of Rs
10 each and a premium of Rs 190 per share.
As of March 24, 2024, the share capital of the Company stands at Rs 13,30,00,000/-.
Apart from the aforementioned allotment, there were no other changes in the share capital
of the Company during FY 2023-24.
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 Rs 262.80 Cr. in FY 24 out of which 39.51% from Banks and rest from
Financial Institutions and NHB.
In FY24 the outstanding borrowing was Rs 491.26 Crore vs Rs 357.24 Crore in FY23.
Borrowing Mix:
Borrowing Profile (%) |
FY24 |
FY23 |
Banks (%) |
49.41% |
38.10% |
NCD (%) |
0% |
11.50% |
FI (%) |
39.17% |
39.54% |
NHB (%) |
11.42% |
10.86% |
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. As on March 31, 2024 all the
NCDs were redeemed
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, 2023 |
0 |
Transferred during financial year 2023-24 |
0 |
Claims processed by IEPF Authority during
the financial year 2023-24 |
0 |
Balance as at March 31, 2024 |
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, 2024 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 MARCRs 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'24 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, 2024, 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, 2024 and of the profit of the Company for the year
ended March 31, 2024.
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 2023-24 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'24 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://
srghousing.com/PoliciesCode
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 to 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 2023-24 was Rs 65.10 Lakhs (Previous Year
Rs 48.43 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.
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, 2024.
Details of Board of Directors along with Key Managerial Personnel as on March 2024 is
mention below:
Name |
DIN/PAN |
Designation |
Vinod Kumar Jain |
00248843 |
Managing 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 |
Archis Jain |
BCUPJ5855M |
Chief Executive Officer |
Ashok Kumar |
CPLPM4355L |
Chief Financial Officer |
Divya Kothari |
GUDPK5580E |
Company Secretary |
Appointment / Resignation of Directors:
Pursuant to the provisions of Section 152 of the Act, Mrs. Garima Soni, 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 25th 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.
Further no director has been resigned from the Company during the Financial Year under
review.
Key Managerial Personnel (KMP):
During the year under review Mr. Archis Jain has been appointed as Chief Executive
Officer of the Company with effect from April 24, 2023, except this there is no other
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'24:
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 ("MCA"). 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 19, 2024 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, 2024 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 any 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 2023-24 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 by the Institute of Company Secretaries of India.
MEETINGS OF THE BOARD AND COMMITTEES:
During the financial year 2023-24, 10 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, 2024.
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 2023-24.
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, 2024 the Company had 1 employee employed throughout the year who was in
receipt of remuneration of more than Rs 1.02 crores per annum. Except this no other
employee employed throughout the year that was in receipt of remuneration of Rs 1.02
crores or more per annum or Rs 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, 2024 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:
Having listed on BSE in 2012, the Company is listed on NSE exchange on 21 Aug 2023 by
Direct Listing Application.
The Company confirms that it has paid the Annual Listing Fees for the year 2023-24 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 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 2023-24, 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 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: 03-07-2024 |
|
Place: - Udaipur |
|