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सहारा हाउसिंगफिना कॉर्पोरेशन निदेशकों की रिपोर्ट, सहारा हाउसिंगफिना कॉर्पोरेशन निर्देशकों द्वारा रिपोर्ट

सहारा हाउसिंगफिना कॉर्पोरेशन

बीएसई: 511533  |  NSE: N.A  |  ISIN: INE135C01012  |  Finance - Housing

खोजें सहारा हाउसिंगफिना कॉर्पोरेशन कनेक्शन Mar 16
निदेशकों की रिपोर्ट वर्षांत : Mar '18

DIRECTORS’ REPORT

Dear Members,

The Board of Directors of your Company takes pleasure in presenting the Twenty-Seventh Annual Report along with the Audited Financial Statements for the financial year ended March 31,2018.

FINANCIAL RESULTS

The Financial Performance of the Company for the financial year ended March 31, 2018, is summarized below:

(Rs,)

Particulars

2017-18

2016-17

Gross Income

136,387,963

135,933,675

Less:

Interest

50,568,552

52,653,216

Overheads

54,494,355

53,288,722

Depreciation

609,459

473,041

Profit Before Tax (PBT)

30,715,597

29,518,696

Provision for Taxation

- Current Tax

8,153,354

8,975,977

- Deferred Tax

(3,197,488)

788,008

- Income Tax related to earlier years

17,227

(8,661)

Profit After Tax (PAT)

25,742,504

19,763,372

Add: Profit carried from earlier years

136,625,544

122,943,244

Profit available for appropriations

162,368,048

142,706,616

Appropriations

Transfer to Special Reserve u/s 36(1)(viii) of the Income Tax Act, 1961 read with Section 29C of the National Housing Bank Act, 1987

6,756,108

6,081,072

Balance carried to Balance Sheet

155,611,940

136,625,544

Total

162,368,048

142,706,616

PERFORMANCE

Some of the key highlights of your company''s performance during the year under review;

Profit (PBT & PAT) & Income

- The Profit and Loss Account shows a Profit Before Tax (PBT) of Rs, 307.16 lakhs for the year ended March 31, 2018, after making provisions for NPAs and general provision on Standard Loan Assets and taking into account all expenses, including depreciation as against the PBT of Rs, 295.19 lakhs for the previous year ended March 31, 2017. The provision for income tax (net of deferred tax) is Rs, 49.73 lakhs and the Profit After Tax (PAT) for the year is Rs, 257.43 lakhs as against Rs, 197.63 lakhs in the previous year, representing a increase in Net Profit of 30.26 per cent (approx). Taking into account the balance of Rs, 1366.25 lakhs brought forward from the previous year, the distributable profit as at March 31, 2018 is Rs, 1623.68 lakhs.

- The Gross Income for the year under review was Rs, 1363.88 lakhs as against the previous financial year''s income ofRs, 1359.34 lakhs.

Net Owned Fund (NOF) & Assets under Management (AUM)

- Shareholder''s Equity (Net Owned Fund) as at March 31, 2018 was Rs, 3808.42 lakhs as against Rs, 3551.00 lakhs in the previous year, representing an increase of 7.25 per cent.

- The total Assets under Management of the Company as on March 31, 2018 was Rs, 12468.17 lakhs as against Rs, 12180.42 lakhs in the previous year.

Transfer to Special Reserve

During the year under review, your company transferred Rs, 67.56 lakhs to the Statutory Reserve under Section 36(1)(viii) of the Income Tax Act, 1961 read with Section 29C of the NHB Act, 1987.

Deferred Tax Liability on the Special Reserve for the year under review has been created in accordance with the Circular No.: NHB(ND)/DRS/Policy Circular No. 65/2014-15 dated August 22, 2014 issued by the National Housing Bank (NHB).

Earnings per Share (EPS)

The Earnings per share (EPS) as at March 31, 2018 was Rs, 3.68 as against Rs, 2.82 as at March 31, 2017.

Share Capital

The paid up equity share capital as on March 31, 2018 was Rs, 7 Crores, divided into 7,000,000 equity share of face value of Rs, 10 each.

a. Issue of equity shares with differential rights/ buy back

The Company neither issued equity shares with differential rights during the financial year 2017-18 nor bought back any of its shares during the year under review.

b. Issue of sweat equity shares

The Company did not issue any sweat equity shares during the financial year 2017-18.

c. Issue of employee stock options

The Company did not issue any stock options during the financial year 2017-18.

d. Provision by company for purchase of its own shares by employees or by trustees for the benefit of employees

The Company does not have a scheme for purchase of its own shares by employees or by any Trustee for the benefit of employees.

Subordinated Debt

Your Company did not raise any fresh money through subordinate debt during the year under review. As on March 31,2018, your Company''s outstanding subordinated debt was Rs, 25 crore. The debt is subordinated to present and future senior indebtedness of your Company. Interest due thereon has been paid within the due date of payment.

Issue of (Unlisted) Secured Non-Convertible Debenture (NCD)

Your company did not raise fresh money through (Unlisted) Secured Non-Convertible Debentures (NCD) during the year under review. As on March 31, 2018, your Company''s outstanding secured long time borrowing was Rs, 30 Cr. The Interest due thereon has been paid within the due date of payment.

Material Changes & Commitments occurring after the end of Financial Year

No material changes and/or commitments affecting the financial position of the Company occurred between the end of the financial year to which the attached financial statements relate to and upto the date of this report.

Capital Adequacy

As per the Housing Finance Companies (NHB) Directions, 2010, every Housing Finance Company (HFC) shall maintain a minimum Capital Adequacy Ratio (CAR) of 12 per cent. The Capital Adequacy Ratio of SHCL as on March 31, 2018 was 55.21 per cent. The following table sets out our capital adequacy ratios as at March 31, 2016, 2017 and 2018.

As at March 31

Particulars

2018

2017

2016

Capital Adequacy Ratio (%)

55.21

70.11

78.68

Investment in Subsidiaries, Associates, and Joint Ventures

Your Company does not have any subsidiary nor has it made any investment in associates or joint ventures. Consequently, the disclosure requirement as stipulated in terms of sub-section (3) of Section 129 of the Companies Act, 2013, read with rule (5) of the Companies (Accounts) Rules, 2014, is not applicable.

Lending Performance

During the year under review, the Company disbursed loans aggregating to Rs, 2584.66 lakhs as against Rs, 1884.61 lakhs in the previous year March 31, 2017, thereby registering an increase of 37.15%. The overall outstanding loan portfolio as at March 31, 2018 stood at Rs, 12468.17 lakhs as against Rs, 12180.42 lakhs in the previous year March 31, 2017.

The Cumulative Log-in, Sanction and Disbursement as at March 31, 2018 and 2017 are as under:

Particulars

No. of Accounts

Amount (Rs, in lacs)

2017-18

2016-17

2017-18

2016-17

Cumulative

Log-in

6355

6263

65160.71

61372.22

Cumulative

Sanction

4163

4081

46432.03

42709.43

Cumulative

Disbursement

3958

3877

41448.02

38863.36

Fresh Loans

The year-wise sanction and disbursement details for the previous five years are as under;

(Rs, In Lacs)

Particulars

31.03.18

31.03.17

31.03.16

31.03.15

31.03.14

Sanction

3722.60

2565.20

1697.68

918.50

869.13

Disbursement

2584.66

1884.61

1455.85

1159.97

3893.57

The Company continues to serve from four regions, East (Kolkata), North (Luck now), South (Hyderabad) and West (Mumbai) and eleven branches located at Kolkata, Siliguri, Ranchi, Durgapur, Luck now, Gorakhpur, Mumbai, Pune, Hyderabad, Vijayawada and Visakhapatnam.

NON-PERFORMING ASSETS AND PROVISIONS FOR CONTINGENCY

Your Company strictly adheres to the prudential guidelines for Non- Performing Assets (NPAs) issued by the National Housing Bank (NHB) under its Directions of 2010, as amended from time to time. As per the prudential norms, the Company did not recognize any income on such NPAs. The Company has made appropriate provision for contingencies on standard as well as non-performing housing loans and other loans as per the norms set by NHB.

The amount of Gross Non-Performing Assets (GNPA) on the Housing Loan portfolio as on March 31, 2018 was Rs, 708.61 lakhs against Rs, 716.84 lakhs as at March 31, 2017. The Executive Management is taking necessary steps to contain the same within limit.

Dividend

The Board of Director''s felt it prudent to retain the earnings for the year under review to be ploughed back in the lending business which shall result in augmenting the Company''s growth and consequently shareholder''s wealth.

Deposits

Your Company has been granted certificate of registration by National Housing Bank, New Delhi as a non-deposit taking Housing Finance Company. In accordance with the said stipulations the Company under the current management has neither accepted in the past nor has any future plans to accept any public deposits, by whatever mean called. There are no unclaimed deposits as on March 31, 2018.

Particulars of Loans Guarantees or Investments

Since the company is a Housing Finance Company, the disclosure regarding particulars of loans given, guarantees given and security provided is exempt under the provision of Section 186(11) of the Companies Act, 2013.

As regards investments, there are no investments made by the Company for the year ended March 31,2018 except short term investment in Fixed Deposit with Nationalized Bank.

National Housing Bank (NHB) Guidelines

The Company has complied with the provisions of the Housing Finance Companies (NHB) Directions, 2010 as prescribed by NHB and has been in compliance with the various Circulars, Notifications and Guidelines issued by National Housing Bank (NHB) from time to time.

Other Regulatory Compliance

The Company has also been following directions, guidelines, circulars issued by SEBI, Stock Exchange (BSE) and MCA from time to time pertaining to listed companies.

In order to prevent frauds in loan cases involving multiple lending from different banks / housing finance companies, the Government of India has set up the Central Registry of Securitization Asset Reconstruction and Security Interest of India (CERSAI) under Section 20 of the SARFAESI Act 2002 to have a central database ofall mortgages created by lending institutions. Your Company is registered with

CERSAI and the data in respect thereto is being submitted, from time to time.

Directors and Key Managerial Personnel

Shri Seemanto Roy ceased to be a director of the company with effect from November 13, 2017. The board places on record its appreciation for the contribution made by Shri Seemanto Roy during his tenure on the board of the company since July 18, 2011.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association, Shri Joy Broto Roy, (DIN: 00432043) (Non-Executive & Non Independent) Director of your Company retires by rotation and is eligible for reappointment at the ensuing Annual General Meeting.

Non of the Non-Independent Directors of the company are related to each other. Brief resumes of the Directors, proposed to be re-appointed, nature of their expertise in specific functional areas and names of other companies in which they hold Directorship along with their Membership / Chairmanship of Committees of the Board as stipulated under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirement) Regulation 2015 are provided in the annexure to the Notice of the Twenty Seventh Annual General Meeting being sent to the members along with the Annual Report.

Based on the confirmations received, none of the Directors are disqualified for being appointed / reappointed as Directors in terms of Section 164 the Companies Act, 2013.

During the year under review, no stock options were issued to the Directors of the Company.

All Independent Directors have given declarations that they meet the criteria of independence, as laid down under Section 149(6) of the Companies Act, 2013 and the provisions of Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Shri D J Bagchi, CEO & Company Secretary was re-appointed as “Manager” under Section 196,197 and 198asa Key Managerial Personnel under Section 203 of the Companies Act, 2013. The appointment of Shri D J Bagchi expired on July 30, 2018. The Board of Directors of your Company, on the recommendation of the Nomination & Remuneration Committee, thought it prudent to re-appoint Shri D J Bagchi, as Chief Executive Officer and Manager under Section 196, 197, 198, and as a Key Managerial Personnel under Section 203 of the Companies Act, 2013 and rules made thereunder for a further period of three years w.e.f. July 31, 2018 subject to the approval of the members. Necessary resolution for the said re-appointment is being proposed in the notice of the ensuing Annual General Meeting for the approval of the members.

Shri Vivek Kapoor continues to serve your company as Chief Financial Officer (CFO) and a Key Managerial Personnel under Section 203 of the Companies Act, 2013.

Board Meetings

The Board during the relevant financial year had met five times on May 29, 2017, August 14, 2017, September 26, 2017, November 13, 2017 and February 14, 2018 respectively.

Secretarial Standards issued by Institute of Company Secretaries of India (ICSI)

Pursuant to the provisions of the Companies Act, 2013, the Company has complied with the Secretarial Standard on the Meetings of the Board of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI) and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

Auditors

In terms of Section 139 of the Companies Act., 2013 M/s Chaturvedi & Partners, Chartered Accountants, (FRN: 307068E) has been appointed as Statutory Auditors of the Company in 26th Annual General Meeting of the Company up to the conclusion of 29th Annual General Meeting of the Company subject to annual ratification. But as per Section 40 of the Companies (Amendment) Act, 2017 (notified vide notification dated 7th May 2018) the provision of ratification of the appointment of Auditors has been omitted; therefore in this Annual General Meeting the appointment of M/s Chaturvedi & Partners will be confirmed for the rest of their tenure without any ratification in upcoming Annual General Meeting during their tenure and Board of Directors of the Company will be authorized to fix their remuneration from time to time.

Notes to Accounts and Auditors Report

No adverse remark or observation is given by the Statutory Auditors. The observations made by the Statutory Auditors in their report, read with the relevant notes to accounts, are complete, transparent and self-explanatory and therefore do not call for any further comments by the Board.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed Shri P V Subramanian, Practicing Company Secretary (CP: 2077) as the Secretarial Auditor of the Company for the financial year 2017-2018. The Secretarial Audit Report for the financial year ended March 31, 2018, is annexed as “Annexure - 2” to this report.

Directors Responsibility Statement

Your Directors would like to inform that the audited accounts for the year ended March 31, 2018 are in conformity with the requirements of the Companies Act, 2013 and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Company''s financial condition and results of operations.

These Financial Statements are audited by M/s. Chaturvedi & Partner, Chartered Accountants the Statutory Auditors of the Company and pursuant to the provisions of Section 134(5) of the Companies Act, 2013, it is hereby confirmed that;

a. in the preparation of the annual accounts for the year ended March 31, 2018, the applicable Accounting Standards had been followed along with proper explanation relating to material departures,

b. the directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2018 and of the profit of the Company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual financial statements on a going concern basis;

e. the directors had laid down Internal Financial Controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Disclosure under Sub-Section (3) of Section 134 of Companies Act, 2013, Read with Rule 8(3) of the Companies (Accounts) Rules, 2014

Your Company is not engaged in any manufacturing activity and thus its operations are not energy Intensive and the particulars relating to conservation of energy and technology absorption as per Section 134 (3) of the Companies Act,2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, are not applicable. There has been no foreign exchange earnings and outgo during the year under review.

Employee Remuneration

The ratio of the remuneration of each Director to the median employees remuneration and other particulars or details of employees pursuant to Section 197(12) of the Companies Act, 2013 along with the names of top 10 employees in terms of remuneration drawn read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are attached to this Report as “Annexure - 1”.

Maintenance of Cost Records

Disclosure required for maintenance of Cost Record appears in the Auditors'' Report.

Prevention of Sexual harassment at Work Place

The Company has Zero tolerance towards any action on the part of any executive / staff which may fall under the ambit of ‘Sexual Harassment'' at workplace, and is fully committed to uphold and maintain the dignity of every women executive / staff working in the company. No complaint was filed during the year in this regard.

Corporate Governance & Management Discussion and Analysis

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section titled Report on Corporate Governance and Management Discussion and Analysis forms part of this Annual Report. The Report on Corporate

Governance also includes certain disclosures that are required, as per Companies Act, 2013.

The certificate by Ms. Mona Agarwal, Company Secretary in Practice [Membership No.: 33191, CoP. No.: 12629] confirming compliance with the conditions of Corporate Governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report. The said certificate for financial year 2017-18 does not contain any qualification, reservation or adverse remark.

Internal Control

The Company has an adequate internal audit system in place whereby the Internal Audit is conducted by the Internal Auditors and reports are submitted on a periodic basis. The audit function maintains its independence and objectivity while carrying out its assignments. It evaluates on a continuous basis the adequacy and effectiveness of internal control mechanism, adherence to policies, procedures as well as regulatory and legal requirements. The function also recommends improvement in operational processes and suggests streamlining ofcontrols against various risks. The Audit Committee of the Board reviews the internal audit function on a continuous basis.

Significant I Material Orders Passed by the Regulator or Court or Tribunals

There were no significant / material orders passed by any Regulator or Court or Tribunal which would impact the going concern status of the Company and its future operations.

Change in the Nature of Business

There are no changes in the Nature of Business.

Nomination (Including Boards Diversity) Remuneration & Evaluation Policy

The Board has on the recommendation of the Nomination & Remuneration Committee framed a Nomination (including Boards Diversity), Remuneration & Evaluation Policy, which, inter-alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Key Managerial Personnel of the Company, along with the criteria for determination of remuneration of Directors and KMPs including their evolutions and includes other matters, as prescribed under the provisions of the section 178 of Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, your Company has amended the subject policy to align the same with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of the same are provided in Corporate Governance Report forming part of this Annual Report.

Related Party Transaction Policy & Transactions

Related Party Transaction Policy is intended to ensure requisite approval, reporting and disclosure of transactions between the Company and its related parties. The said policy also defines the materiality of related party transactions and lays down the procedures of dealing with related party transactions.

There were no materially significant related party transactions i.e. transactions of material nature, with its promoters, directors or senior management or their relatives etc. that may have potential conflict with the interest of company at large.

During the year, the Company has not entered into any material contract, arrangement or transaction with related parties, as defined in the SEBI Listing Regulations and Related Party Transaction Policyof the Company. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

The Related Party Policy is available on the website of the Company at the URL http://www.saharahousingfina. com/ annual report/related-party-transaction-policy.pdf

Annual Evaluation of Board Performance and Performance of its Committees and Individual Directors

Provisions of the Companies Act, 2013 mandates formal annual evaluation of the Board of Directors and its committees. The provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, also require that the Board shall monitor and review the Board Evaluation Framework.

The annual performance evaluations of the Board as a whole, all Directors as well as the evaluation of the Board Committees including Audit Committee, Nomination & Remuneration Committee, Risk Management Committee, and Stakeholders Relationship Committee of the Company, were carried out. The details of evaluation process as carried out and the evaluation criteria and framework have been explained in the Corporate Governance Report, forming part of this Annual Report.

Insurance of Company’s Property

Your Company has insured its various properties and facilities against the risk of fire, theft, etc., so that financials are not impacted in the unfortunate event of such incidents. However, your Company does not offer at present Directors and Officers Liability Insurance Policy.

Risk Management Policy & Asset Liability Management Committee (ALCO)

The company has in place Asset Liability Committee (ALCO) which monitors and on an ongoing basis, liquidity, interest rate and funding risks to which the Company is susceptible. Liquidity risk is caused by an asset-liability mismatch resulting from a difference in the maturity profile of the assets and liabilities. Unexpected increases in the cost of funding an asset portfolio, at the appropriate maturity, and the risk of being unable to liquidate a position in a timely manner at a reasonable price, are some of the triggers of this risk.

The liquidity risk among housing finance companies stems from the fact that the assets generated by housing finance companies have an average tenure of 10 - 12 years, while the liabilities have seven to ten years. The Company actively monitors its liquidity position to ensure that it can meet all requirements of its borrowers, while also meeting the requirements of its lenders, and also strengthen its ability to consider investment opportunities as they arise. The Asset Liability Management Committee (“ALCO”), comprising Senior Management Team who lays down policies and quantitative limits which the Audit Committee and the Board are periodically apprised in this regard.

Corporate Social Responsibility Policy

Pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, at present the CSR provisions are not applicable to the Company. Codes, Standards and Policies

Know Your Customer & Anti-Money Laundering Measures

Your Company has a Board approved Know Your Customer & Anti Money Laundering Measure Policy (KYC & AML Policy) in place, which is strictly adhered to. The said Policy is in line with the National Housing Bank (NHB) guidelines.

The Company has also adhered to the compliance requirement in terms of the said policy relating to the monitoring and reporting of cash / suspicious transactions. The Company is committed to furnish to Financial Intelligence Unit (FIU), India, in the electronic medium, information of all cash transactions of the value of more than Rupees ten lakh or its equivalent in foreign currency and suspicious transactions, whether or not made in cash, in terms of the said Policy.

The said policy is available on website of the Company at the URL http://www.saharahousingfina.com/kycp.html.

Fair Practice Code

Your Company has in place a Fair Practice Code (FPC), which includes guidelines on appropriate staff conduct when dealing with the customers and on the organizations policies vis-a-vis client protection. The FPC is being revised and updated to align the same with the improved practices in relation to the dealings of the Company with its customers, and as per the various circulars issued by the National Housing Bank.

The said policy is available on website of the Company at the URL http://www.saharahousingfina.com/fpc.html.

Whistle Blower Policy (Vigil Mechanism)

Pursuant to the provisions of Section 177(9)&(10) of the Companies Act, 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has in place a Whistle Blower Policy, which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of illegal activities, unethical behavior, actual or suspected, fraud or violation of the Company''s Code of Conduct or Ethics Policy. It also provides for adequate safeguards against victimization of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases.

The said policy is available on website of the Company at the URL http://www.saharahousingfina.com/wbp.html.

Code of Conduct for Board of Directors and the Senior Management Personnel

Your Company has in place Code of Conduct for the Board of Directors and the Senior Management Personnel to set forth the guiding principles on which the Company and its Board and Senior Management Personnel shall operate and conduct themselves with stakeholders, government and regulatory agencies, media and anyone else with whom it is connected in a professional and respectful manner.

The declaration by the CEO of the Company regarding compliance with the Code of Conduct for Board Members and Senior Management is annexed with the Corporate Governance report.

The said policy is available on website of the Company at the URL http://www.saharahousingfina.com/ Code_of_Conduct_Directors_Sr%20Mngmnt_Pe''l_REV ISED_2015.pdf.

Code for Prevention of Insider Trading Practices

Your Company has formulated and adopted a Code for Prevention of Insider Trading Practices in accordance with the model code of conduct as prescribed under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The code lays down guidelines, which includes procedures to be followed and disclosures to be made while dealing in the shares of the Company. The code is applicable to the promoters, directors, senior designated employees and the said persons are restricted from dealing in the securities of the Company during the restricted trading periods notified by the Company.

Policy in Disclosure of Material Events and Information

Your Company has formulated and adopted the policy on disclosure of material events and information, in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, to determine the events and information which are material in nature and are required to be discloses to the stock exchanges.

The said policy is available on website of the Company at the URL http://www.saharahousingfina.com/ annual report/Materiality_Policy.pdf

Policy on Preservation of Documents and Records

Your Company has formulated and adopted the policy on documents and records in accordance with Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy ensures that the company complies with the applicable documents retention laws, preservations of various statutory documents and also lays down minimum retention period for the documents and records in respect of which no retention period has been specified by any laws / rule / regulations.

Other Policies as Per NHB Rules/Guidelines

Your Company has formulated and adopted the policies on Partial / Part-Prepayments, Foreclosure / Pre-closure of loan prior to actual / agreed date of closure, Code of Conduct for Direct Selling Agents, Guidelines for Recovery Agents, Policy on Refunds of Fees (AF/PF), etc in order to upgrade the procedures of collecting the information from the prospective borrowers and to ensure fair practices in dealing with the borrowers.

Listing of Shares of the Company

The Equity Shares of your Company continue to remain listed (Group-B) on the BSE Ltd. The Company has paid the listing fees as payable to the BSE Ltd. for the financial year2018-19.

Technology Updating

Your company remains committed to upgrade its existing system software and information technology so as to improve operational efficiencies and optimize cost. However, the financial implications being constraint, the company is steadily progressing to achieve the envisaged goal. During the year under review the dependency on custom driven reporting increased with the partial implementation and commissioning of the in-house developed software module and as a result it is expected that the system and procedures including MIS and reports shall be strengthened with its complete commissioning. In consonance with earlier years, the emphasis continues to improve procedures so as to provide adequate checks and alerts against probable frauds that may arise due to misrepresentation by applicants and even to ensure fair practice in dealing with borrowers.

Depository System

The Company has entered into an agreement with CDSL / NSDL for transaction of shares in dematerialized form. As on March 31, 2018, only 3.05 per cent of the Company''s paid up Share Capital consisting of 2,13,359 shares were held in physical form. As per the Securities and Exchange Board of India''s (SEBI) instructions, the Company''s shares have to be transacted in dematerialized form and therefore, members are requested to convert their holdings to dematerialized form.

Human Resources and Training

Your Company continues its focus to improve human resource competence and capabilities in the Company to deliver the desired / better results. The Company aims to align HR practices with business goals, motivate people for higher performance and build a competitive working environment. Your company strives to ensure overall employee development and retention thus making them a core participant to the Company''s success. Rewarding and recognizing high performing employees are vital to the company''s success. The Board values and appreciates the contribution and commitment of the employees towards performance of your Company during the year. In pursuance of the Company''s commitment to develop and retain the best available talent, the Company continued to offer in-house training programme to staff members in executive development leadership and management skills. The Company continues to sponsor its employees at various levels to attend various seminars, workshops and programmes conducted under the aegis of various organizations and institutions including training programmes conducted by National Housing Bank, ICAI, ICSI & others and firmly believes it to be an investment in building leadership qualities amongst selected promising employees.

Employee relations remained cordial and the work atmosphere remained congenial during the year.

Insurance Coverage to Borrowers

Your Company in tie-up with National Insurance Company Limited offers comprehensive insurance cover product called “National Insurance Sahara Home Loan Suraksha Bima” offering protection to the borrowers (optional) of the Company against the following risks / perils / natural calamities;

A. Personal Accident Insurance: Death due to accident/ accidental loss of two limbs, two eyes or one limb and one eye; Permanent total disablement from injuries other than named above.

B. Property Insurance: Fire / Storm / Earthquake / Riot, Strike and Malicious damage / Lightning / Explosion / Implosion / Aircraft damage, Impact damage / Subsidence and Landslide including Rock Slide / Bursting or Overflowing of Water Tanks & Pipes, Missile testing operations / Leakage from Automatic Sprinkler Installations, Bush Fire / other natural calamities.

The details regarding the product (e.g. Sum insured, premium payable etc.) are explained to the borrowers during personal discussion with them at the time of credit appraisal.

Go Green Initiatives

Like previous year, the go green initiative to send annual report in electronic format to the shareholders who have registered their e-mail ID with their Depository Participant, shall be continued. The shareholders who have not yet registered their e-mail ID are requested to do so to enable the Company to effectively comply with this initiative.

Extract of Annual Return

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014,the extract of the Annual Return as at March 31, 2018, in the prescribed form MGT 9,forms part of this report and is annexed as “Annexure - 3”.

Acknowledgements

Your Directors wish to place on record their gratitude for the continued support of various authorities including the National Housing Bank, SEBI, BSE Limited, NSDL, CDSL and Credit Rating Agency (Informatics Valuation & Rating Private Limited) and also for support and faith reposed in the Company by the Borrowers, all Bankers, Debenture holders, Trustees (Catalyst Trusteeship Limited) and others.

The Board also places on record its deep appreciation for the significant contributions made by its employees at all levels and for the dedication and commitment of the employees as a result of their hard work, co-operation and support, the Company has been able to maintain its consistent growth.

The Board would also like to express its sincere appreciation to the Company''s RTA, Service Providers and Counselors for their continued co-operation.

For and on behalf of the Board of Directors

(Brijendra Sahay) (Anshu Roy)

Kolkata Director Director

August07,2018 (DIN 00017600) (DIN 05257404)

स्रोत: रेलीगरे टेचनोवा

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