Rudra Shares and Stock Brokers LTD.

DIRECTOR'S REPORT

Indiabulls Housing Finance LtdIndustry : Finance - Housing
BSE Code:535789
ISIN Demat:INE148I01020
Book Value(Rs):403.4890135
NSE Symbol:IBULHSGFIN
Div & Yield %:12.93
Market Cap (Rs Cr.):13224.87
P/E(TTM):4.53
EPS(TTM):68.23
Face Value(Rs):2
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Dear Shareholders,

Your Directors have pleasure in presenting the Fourteenth Annual Report together with the audited statement of accounts of the Company for the financial year ended March 31, 2019.

Financial Highlights (Standalone)

The financial highlights of the Company, for the financial year ended March 31, 2019, are as under:

Amount (in Rs.)
Particulars Year ended March 31,2019 (IndAS) Year ended March 31, 2018 (GAAP)
Profit before Depreciation, amortization and impairment expense 51,845,880,202 46,170,515,557
Less: Depreciation, amortization and impairment expense 369,706,561 269,656,957
Profit before Tax 51,476,173,641 45,900,858,600
Less: Total Tax expense 14,183,591,242 10,235,618,503
Profit for the Year 37,292,582,400 35,665,240,097
Add: brought forward balance 4,427,956,184 4,721,910,742
Amount available for appropriation 41,720,538,584 40,387,150,839
Appropriations:
Interim Dividend paid on Equity Shares (Rs. 40.00 Per Share (Previous Year Rs. 41.00 Per Share)) 17,073,875,120 17,442,036,536
Corporate Dividend Tax on Interim Dividend paid on Equity Shares 3,509,585,307 3,550,788,237
Transferred to Reserve III (Reserve U/s 36(1)(viii), Considered as eligible transfer to Special Reserve U/s29C of the National Housing Bank Act, 1987) 3,870,000,000 4,400,000,000
Transferred to Reserve I (Special Reserve U/s 29C of the National Housing Bank Act, 1987) 3,588,516,480 2,733,048,019
Transferred to Additional Reserve (U/s 29C of theNational Housing Bank Act, 1987) 3,000,000,000 1,500,000,000
Transferred to General Reserve 2,100,000,000 2,200,000,000
Transferred to Debenture Redemption Reserve 3,322,257,094 3,322,257,094
Balance of Profit Carried Forward 5,256,304,583 5,239,020,953

KEY FINANCIAL HIGHLIGHTS: FY18-19 (Consolidated)

Particulars FY 18-19 FY 17-18
(IndAS) (GAAP)
Total Revenues (' Crores) 17,027.0 14,640.4
NII (T Crores) 7,301.5 6,986.5
PAT (Rs. Crores) 4,090.5 3,847.4
EPS (' 95.83 90.51
CRAR% (Standalone) 26.49 20.68

FINANCIAL AND OPERATIONAL HIGHLIGHTS

Business Update

• In FY 2018-19, the Company closed the year with a balance sheet size of Rs. 130,104 Crores and total loan assets of Rs. 120,525 Crores.

• Total sold down loan assets stood at Rs. 28,227 Crores at the end of FY 2018-19. During the year, the Company sold down loan assets amounting to Rs. 22,347 Crores which is more than the cumulative sell-down of loan assets during the previous 4 years.

• The Profit after Tax of the Company for the Financial Year 2018-19 stood at Rs. 4,091 Crores as compared to Rs. 3,895 Crores for the year 2017-18.

• During the year the Company's rating were re-affirmed at the highest long-term credit rating of AAA by all four leading rating agencies in India including CRISIL, an S&P Global Company and ICRA, a Moody's Investors Service Company.

Liquidity Management

• In the second half of the year, the NBFC/HFC sector faced a liquidity crisis following the default by IL&FS.

• Historically, as a prudent liquidity strategy, the Company has always maintained adequate cash and liquid investments to to suffice near- to mid-term debt repayment.

• Since September 2018, through the liquidity crisis the Company has maintained cash in excess of Rs. 20,000 crores every month. Moreover, the Company has sold down Rs. 22,347 Crores of loans during the year 2018-19, which provided the Company an additional source of liquidity to the Company.

• In line with the Company's liquidity framework, the Company had cash and liquid investments of Rs. 31,165 Crores as at March 31, 2019. The Company's reliance on short-term commercial papers was also down to under 5% of its funding. The Company's liabilities have elongated, and ample liquidity has ensured a fully- matched granular ALM with significant surplus liquidity at the end of all granular periods.

• The Company is among the least leveraged Company among its peers with Net Gearing as at March 31, 2019 being at 4.0x.

• Through the year, the Company expanded its lender base and by the end of FY 2018-19, the Company has 658 strong relationships: 21 PSU banks, 26 Private and Foreign banks and 611 Mutual Funds, Provident Funds, Pension Funds, Insurance Companies and others.

Stable Asset Quality

• Gross non-performing loans as at March 31, 2019 amounted to Rs. 1,061 Crores. This is equivalent to 0.88% of the portfolio.

• Net non-performing loans as at March 31, 2019 amounted to Rs. 833 Crores. This is equivalent to 0.69% of the portfolio.

• An experienced underwriting team and the in-house sourcing and collection teams ensure control over loan sourcing, credit appraisal and portfolio quality.

Bank Borrowings

As on March 31, 2019, the Company's outstanding bank loans stood at Rs. 46,100 Crores vis-a-vis Rs. 41,698 Crores as on March 31, 2018. The Company's bank borrowings continue to enjoy a rating of AAA, signifying the highest degree of safety regarding timely servicing of financial obligations. AAA rated instruments carry lowest credit risk.

Debentures and Securities

Debentures and securities form 51% of the Company's funding as at the end of the fiscal year. The Company has brought down its 3-month Commercial Papers outstanding to less than 5% of its funding.

As at March 31, 2019, the Company's consolidated outstanding borrowings from debentures and securities stood at Rs. 54,069 Crores vis-a-vis Rs. 65,610 Crores as at March 31, 2018. The Company's secured NCDs have been listed on the Wholesale Debt Market segment of NSE / BSE and have been assigned AAA rating from CRISIL, ICRA, CARE and Brickwork Ratings.

As at March 31, 2019, the Company's outstanding subordinated debt and perpetual debt stood at Rs. 4,472 Crores and Rs. 100 Crores respectively. The debt is subordinate to present and future senior indebtedness of the Company and has been assigned the AAA rating by CRISIL, ICRA, CARE and Brickwork Ratings. Based on the balance term to maturity, as at March 31, 2019, Rs. 4,548 Crores of the book value of subordinated and perpetual debt is considered as Tier II under the guidelines issued by the Reserve Bank of India (RBI) and National Housing Bank (NHB) for the purpose of capital adequacy computation.

There are no NCDs which have not been claimed by the investors or not paid by the Company after the date on which the NCD became due for redemption.

Merger with Lakshmi Vilas Bank

• During the current financial year, the Board of Directors of the Company approved the merger of the Company and its wholly owned Subsidiary, Indiabulls Commercial Credit Limited with Lakshmi Vilas Bank.

• Merging with a bank will give the Company access to low cost deposits and a stable liabilities base. The merged entity will also have a wider suite of products and will be able to target a wider customer base.

• Approval for the merger has been received from the Competition Commission of India (CCI)

• The merger is subject to approvals from various other regulatory and statutory bodies: Reserve Bank of India (RBI), National Housing Bank (NHB), Securities Exchange Board of India (SEBI), and National Company Law Tribunal (NCLT).

Regulatory Guidelines / Amendments

National Housing Bank (NHB) is the regulator for housing finance companies. Also, the Company has to comply with Reserve Bank of India norms. In accordance with this, the Company is in compliance with all regulations pertaining to Accounting Standards, Prudential norms for asset classification, income recognition, provisioning, capital adequacy and credit ratings.

Risk Management Framework

As a housing finance company, the Company is exposed to various risks like credit risk, market risk (interest rate and currency risk), liquidity risk and operational risk (technology, employee, transaction and reputation risk). To identify and mitigate these risks the Company has an effective Risk Management Control Framework that has been developed encompassing all the above areas.

The Company has a Risk Management Committee (RMC) is in place that comprises of its directors and members of its senior management team, who have rich experience in the industry in various domains. The RMC met multiple times during the year and kept an active watch on the emergent risks the Company was exposed to. The Company has a robust mechanism to ensure an ongoing review of systems, policies, processes and procedures to contain and mitigate risk that arise from time to time. The Company has a process in place for conducting audits of various processes to ensure 100% adherence. The Company also has a system for evaluating Grievance Redressal Mechanism and undertaking complete Root Cause Analysis (RCA) to ensure recurring grievances are avoided in future leading to improved customer service standards. Continuous evaluation of existing controls and requisite improvement/ strengthening based on the assessment is carried out to contain these risks. The Company encourages sound risk management culture within the organization.

Codes and Standards

The Company adheres to the Fair Practices Code (FPC) recommended by the regulator, the National Housing Bank (NHB) as well as the RBI, to promote good and fair practices by setting minimum standards in dealing with customers. The NHB has also issued comprehensive Know Your Customer (KYC) Guidelines and Anti Money Laundering Standards in the context of recommendations made by the Financial Action Task Force on Anti Money Laundering Standards.

Cross Selling and Distribution of Financial Products and Services

State-of-the-art Customer Care set up helps speedy resolution of customer queries and to promptly attend to any loan requirements. Survey calling, where feedback is taken from existing and new customers, also helps in continuous process improvement and in the generation of new leads.

The Company has also been expanding its reach by opening new branches. Continuing digitization of workflow has integrated different stages of loan application enabling quicker but more thorough underwriting.

Training and Human Resource Management

During the year, Indiabulls Housing Finance Ltd. was recognized as one amongst India's Best Workplaces, by the prestigious Great Places to Work Institute. It is considered as the gold standard for defining great workplaces across business, academia and government organizations. It is the world's largest and most respected study of workplace excellence and people management practices. Through this, the Company has gained actionable insights and recommendations that will enable it to create and sustain a great workplace. Learning and Development is encouraged by way of training. The trainings focus on a variety of aspects ranging from operational efficiency, customer satisfaction, credit risk analysis, etc. The trainings have been conducted for 8,676 employees covering various aspects such as customer relationship management, credit risk analysis, operational efficiency, fraud prevention and others.

ADOPTION OF INDIAN ACCOUNTING STANDARDS (IND AS)

The Ministry of Corporate Affairs vide its press release dated January 18, 2016 had issued directions for implementation of Ind AS for the accounting period beginning April 1, 2018 along with comparatives for the period beginning April 1, 2017. NHB vide its circular dated April 16, 2018 and June 14, 2018 had directed HFCs to comply with Ind AS as stated above.

Accordingly, the standalone and the consolidated financial statements for the financial year ended March 31, 2019, forming part of this annual report, have been prepared in accordance with Ind AS specified under the Companies Act, 2013 and other relevant provisions. The adoption of Ind AS has resulted in significant changes in the financial statements, details of which are provided in the notes to accounts.

DIVIDEND

The Company has consistently worked towards shareholders wealth maximization. With regard to this, the Company has declared four interim dividends amounting to Rs. 40 per share on share of face value Rs. 2 each (Rs. 10/- each) for the year 201819 and total outflow amounting to Rs. 2,058.35 Crores (inclusive of Corporate Dividend Tax).

The Board of Directors of the Company, had, in its meeting held on April 24, 2019, declared an interim dividend of Rs. 10/- per share of face value of Rs. 2/- each, for the Financial Year 2019-20.

During the year, the unclaimed dividend of Rs. 4,242,815/- pertaining to the Financial Year 2010-11 and 2011-12, got transferred to Investor Education and Protection Fund after giving due notice to the members.

Further, the Company has transferred 3,165 equity shares pertaining to the Financial Year 2010-11 and 2011-12 in respect of which dividend has not been received or claimed for seven consecutive years to Demat Account of IEPF Authority, in respect of which, individual notice had also been sent to concerned Shareholders.

Those members who have not so far claimed their dividend for the subsequent financial years are also advised to claim it from the Company or Karvy Fintech Private Limited. Further, in compliance with the requirements, in terms of the notification issued by the Ministry of Corporate Affairs (MCA) regarding the “Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016” (“the Rules”) which have come into force from September 7, 2016 and The Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Second Amendment Rules, 2017 which have been notified by MCA on February 28, 2017 and October 13, 2017 respectively (“the Amended Rules”), the Company has till date transferred 14,676 equity shares in respect of which dividend has not been received or claimed for seven consecutive years from the Financial Year 200809 onwards to Demat Account of IEPF Authority, in respect of which, individual notice had also been sent to concerned Shareholders.

Further pursuant to the requirements of SEBI Circular no. SEBI/ LAD-NRO/GN/2016-17/008 dated July 8, 2016, the Dividend Distribution Policy of the Company is available on the website of the Company i.e. www.indiabullshomeloans.com.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year 2018-19, the following individuals have been appointed as Additional Directors on the Board of the Company:

(a) Mr. Subhash Sheoratan Mundra (DIN: 00979731), (ExDeputy Governor of Reserve Bank of India), as an Independent Director of the Company, for a period of three years w.e.f. August 18, 2018; and

(b) Mr. Satish Chand Mathur (DIN: 03641285), (Ex-DGP of Maharashtra) as an Independent Director of the Company, for a period of three years w.e.f. March 8, 2019.

During the financial year 2018-19, the members of the Company in its 13th Annual General Meeting held on September 19, 2018 had approved the appointment of Mr. Subhash Sheoratan Mundra (DIN: 00979731), (Ex-Deputy Governor of Reserve Bank of India), as an Independent Director of the Company, for a period of three years w.e.f. August 18, 2018.

Mr. Satish Chand Mathur, being Additional Directors, hold office as such upto the date of ensuing Annual General Meeting. Keeping in view of his leadership and guidance skills, the Board recommends his appointment as Independent Director, for a period of three years w.e.f. March 8, 2019, not liable to retire by rotation, at the ensuing Annual General Meeting of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 (Act) and in terms of the Memorandum and Articles of Association of the Company, Mr. Sachin Chaudhary (DIN: 02016992), Whole-time Director of the Company, retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer himself for reappointment.

During the financial year 2018-19, Mrs. Manjari Ashok Kacker (DIN: 06945359), a Non-executive Director, who, in view of her other commitments, had opted not to propose her candidature for re-appointment as Director of the Company at last Annual General Meeting, ceased to be Director of the Company w.e.f. September 19, 2018. Also, pursuant to the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “SEBI (LODR) Regulations, 2015”), and in compliance with the applicable SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, which came into force w.e.f. 1st April 2019, regarding age limit to 75 years for Independent Directors, Justice Bisheshwar Prasad Singh (Retd.) (DIN: 06949954) and Brig. Labh Singh Sitara (Retd.) (DIN: 01724648), independent director(s) of the Company, having attained the age of over 75 years, have resigned from the directorship of the Company w.e.f. March 31, 2019. The Board places on record its appreciation for the contribution made by them during their tenure on the Board of the Company.

All the present Independent Directors of the Company have given declaration that they meet the criteria of Independence laid down under Section 149(6) of the Companies Act, 2013 and in Regulation 16(a)(b) of SEBI (LODR) Regulations, 2015. The brief resume of the Directors proposed to be appointed/ reappointed, nature of their expertise in specific functional areas, terms of appointment and names of companies in which they hold directorships and memberships/ chairmanships of Board Committees, are provided in the Notice convening the 14th Annual General Meeting of the Company.

SHARE CAPITAL / ESOP SCHEMES

The paid up equity share capital of the Company as on March 31, 2019, was Rs. 854,806,678 comprising of 427,403,339 equity shares of Rs. 2/- each. Subsequently, from April 1, 2019 till date, the Company had allotted 170,752 equity shares of face value Rs. 2/- each against exercise of equivalent number of stock options under various ESOP Schemes of the Company. As a result the paid up equity share capital of the Company stands increased to Rs. 855,148,182 comprising of 427,574,091 equity shares of Rs. 2/- each.

Presently, stock options granted to the employees operate under the schemes namely; “IBHFL-IBFSL Employees Stock Option Plan - 2006”, “IBHFL-IBFSL Employees Stock Option Plan II - 2006”, “IBHFL-IBFSL Employees Stock Option - 2008” and “Indiabulls Housing Finance Limited Employees Stock Option Scheme-2013”. Under “Indiabulls Housing Finance Limited Employees Stock Option Scheme-2013”, during the year under review, an aggregate of 10,000,000 Stock Options at an exercise price of Rs. 702 per option had been granted to certain eligible employees. The exercise price was determined in accordance with the pricing formula approved by the members i.e. at the latest available closing price of the equity share on the NSE, prior to the date of the meetings of the Compensation Committee at which these options were granted. The options granted as aforesaid are exercisable over a period of five years from the date of their respective vesting and none of the options granted as aforesaid have vested during the year and consequently, no options have been exercised. There has been no material variation in the terms of the options granted under any of these schemes and all the schemes are in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2014. The disclosures required to be made under Securities and Exchange Board of India (Share Based Employee Benefits) Regulation, 2014 and the Companies Act, 2013 read with Rule 12 of the Companies (Share Capital and Debentures) Rules, 2014, in respect of all existing ESOP Schemes of the Company have been placed on the website of the Company https://www . indiabullshomeloans.com/.

NON-CONVERTIBLE DEBENTURES (NCDs)

(a) Issuance of Secured and Unsecured NCDs, by way of Private Placement basis

During the FY 2018-19, the Company has successfully raised, by way of private placement, Rs. 8,752.40 Crores of Secured NCDs having a face value of Rs. 1,000,000 each and Rs. 1,000 Crores of Secured NCDs, with paid-up value aggregating Rs. 1 Crores (i.e. Initial Subscription Amount of Rs. 1,000 paid-up per Secured NCDs). The Balance subscription amount of Rs. 999 Crores is payable on 21st February, 2020. The said NCDs are listed on WDM segment of BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).

(b) Issuance of Secured Euro Medium Term Note Programme

During the current Financial Year, i.e. on May 28, 2019, the Company has successfully raised, Notes for an aggregate nominal amount of US$ 350 million under the updated Secured Euro Medium Term Note Programme of the Company, through the relevant common depositary. The said Notes are listed on Singapore Exchange Securities Trading Limited, Singapore.

(c) Details of NCDs which have not been claimed by the Investors

There are no NCDs which have not been claimed by the Investors or not paid by the Company after the date on which these NCDs become due for redemption.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

LISTING WITH STOCK EXCHANGES

The Equity Shares (ISIN INE148I01020) of the Company, continue to remain listed at BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The listing fees payable to both the exchanges for the financial year 2018-19 have been paid. The GDRs issued by the Company continue to remain listed on Luxembourg Stock Exchange. The Secured Synthetic INR Notes are listed on Singapore Stock Exchange (SGX-ST). The NCDs issued under public issue and on Private Placement basis are listed on Debt/WDM segment of NSE and BSE.

INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE RELEVANT RULES AND SEBI (LODR) REGULATIONS, 2015

The information required to be disclosed pursuant to Section 134 and Section 197 of the Companies Act, 2013 read with the relevant rules (to the extent applicable) and SEBI (LODR) Regulations, 2015, not elsewhere mentioned in this Report, are given in “Annexure A” forming part of this Report.

AUDITORS

(a) Statutory Auditors

M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (ICAI Registration No.: 301003E/E300005) (an Indian Firm of Ernst & Young), were appointed as the Statutory Auditors of the Company at the Twelfth Annual General Meeting of the Company held on 8th September, 2017, for a period of five years i.e. until the conclusion of the Seventeenth Annual General Meeting of the Company.

The Notes to the Accounts referred to in the Auditors Report are self - explanatory and therefore do not call for any further explanation. No frauds have been reported by the Auditors of the Company in terms of Section 143(12) of the Companies Act, 2013.

(b) Secretarial Auditors & Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder, the Company has appointed M/s Neelam Gupta & Associates, a firm of Company Secretaries in practice as its Secretarial Auditors, to conduct the secretarial audit of the Company, for the FY 2018-19. The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the FY 2018-19, is annexed as “Annexure 1” and forming part of this Report. The Report is self - explanatory and therefore do not call for any further explanation.

The Secretarial Compliance Report as prescribed by SEBI is annexed as “Annexure 2” and forming part of this Report.

(c) Cost Records

The Company is not required to prepare and maintain cost records pursuant to Section 148(1) of the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY

As part of its initiatives under “Corporate Social Responsibility (CSR)”, the Company has undertaken projects in the areas of Health, Education, Sanitation, Rural Development & Safe Drinking Water, Flora & Fauna , as per its CSR Policy (available on your Company s website http://www.indiabullshomeloans. com/) and the details are contained in the Annual Report on CSR Activities given in “Annexure 3”, forming part of this Report. These projects are in accordance with Schedule VII of the Companies Act, 2013 read with the relevant rules.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, Management's Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, a separate section on Corporate Governance Practices followed by the Company, together with a certificate from a practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.

BUSINESS RESPONSIBILITY REPORT

Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015, a separate section on Business Responsibility Report (BRR) is presented in a separate section forming part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made 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, 2019 and the profit and loss of the Company for the year ended on that date;

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

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that such financial controls were adequate and were operating effectively; and

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

GREEN INITIATIVES

The Company's Environmental Management System (EMS) focuses on assessing the environmental cost of the Company's services and activities, and seeks to reduce or eliminate the negative impact and increase their positive effects.

The ISO 14001:2015 specifies the requirements for EMS such that the negative environmental impact is minimized and overall environmental performance improves. ISO 14001 is an systematic framework that checks adherence to environmental performance standards and also seeks to continuously improve it.

Environmental sustainability is important to the Company and is one of the reasons behind the Company's push to digitize its processes. Amongst its peers, the Company has taken the lead in introducing an end-to-end online home loan application and fulfillment platform, doing away with the traditional pen and paper process which also involved physical transfer of loan application files. The ISO 14001:2015 certification helps the Company document its process from an environmental perspective and importantly, gives it a means to measure and minimize the environmental impact of its operations.

Electronic copies of the Annual Report for Financial year 201819 and Notice of the 14th AGM are sent to all the members whose email addresses are registered with the Company / Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report for Financial year 2018-19 and Notice of the 14th AGM are sent in the permitted mode.

The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in the Notice of the 14th AGM. This is pursuant to section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as substituted by Companies (Management and Administration) Amendment Rules, 2015 and Regulation 44 of the SEBI (LODR) Regulations, 2015. The instructions for remote e-voting are provided in the Notice of 14th AGM.

The Company in providing the facility of one-way live webcast of proceedings of 14th AGM. The instruction for proceedings of live webcast are provided in the Notice of 14th AGM.

ACKNOWLEDGEMENT

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the employees of the Company at various

levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.

For and on behalf of the
Board of Directors
Sd/- Sd/-
Date: July 25, 2019 Gagan Banga Ajit Kumar Mittal
Place: Mumbai Vice-Chairman, Executive Director
Managing Director & CEO (DIN: 02698115)
(DIN: 00010894)

ANNEXURE FORMING PART OF THE DIRECTORS REPORT

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return, as on the financial year ended March 31, 2019, pursuant to Section 92(3) of the Companies Act, 2013, in form MGT-9, are given in “Annexure 4” forming part of this Report. The annual return for the financial year 2018-19 is uploaded on the website of the Company.

BOARD MEETINGS

During the FY 2018-19, 5 (Five) Board Meetings were convened and held. The details of such meetings are given in Corporate Governance Report forming part of this Annual Report. The intervening gap between these meetings was within the period prescribed under the Companies Act, 2013. The notice and agenda including all material information and minimum information required to be made available to the Board under Regulation 17 read with Schedule II Part-A of the SEBI (LODR) Regulations, 2015, were circulated to all directors, well within the prescribed time, before the meeting or placed at the meeting. During the year, separate meeting of the Independent Directors was held on January 31, 2019, without the attendance of Non- Independent Directors and the members of the Company Management.

BOARD EVALUATION

The Nomination and Remuneration Committee (NRC) of the Board reassessed the framework, methodology and criteria for evaluating the performance of the Board as a whole, including Board committee(s), as well as performance of each director(s)/Chairman and confirms that the existing evaluation parameters are in compliance with the requirements as per SEBI guidance note dated January 5, 2017 on Board evaluation. The existing parameters includes effectiveness of the Board and its committees, decision making process, Directors/ members participation, governance, independence, quality and content of agenda papers, team work, frequency of meetings, discussions at meetings, corporate culture, contribution, role of the Chairman and management of conflict of interest. Basis these parameters, the NRC had reviewed at length the performance of each director individually and expressed satisfaction on the process of evaluation and the performance of each Director. The performance evaluation of the Board as a whole and its committees namely Audit Committee, Nomination & Remuneration Committee and Stakeholders Relationship Committee as well as the performance of each director individually, including the Chairman was carried out by the entire Board of Directors. The performance evaluation of the Chairman, Vice-Chairman, Executive Directors and Non-Executive Director was carried out by the Independent Directors in their meeting held on January 31, 2019. The Directors expressed their satisfaction with the evaluation process.

Also the Chairman of the Company, on a periodic basis, has had one-to-one discussion with the directors for their views on the functioning of the Board and the Company, including discussions on level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders and implementation of the suggestions offered by Directors either individually or collectively during different board/committee meetings.

POLICY ON APPOINTMENT OF DIRECTORS & THEIR REMUNERATION

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report forming part of this Annual Report.

LOANS, GUARANTEES OR INVESTMENTS

During the FY 2018-19, in terms of the provisions of Section 186(1) of the Companies Act, 2013, the Company did not make any investments through more than two layers of investment companies. Further, the Company, being a housing finance company, loans given, guarantees and security provided by it, were not covered under the provisions of Section 186(11) of the Companies Act, 2013. As regards investments made by the Company, the details of the same are provided under note no. 10 in the financial statements of the Company for the year ended March 31, 2019.

RELATED PARTY TRANSACTIONS

All the related party transactions, entered into by the Company, during the financial year, were in its ordinary course of business and on an arm s length basis. There are no materially significant related party transactions entered by the Company with its Promoters, Key Management Personnel or other designated persons which may have potential conflict with the interest of the Company at large. The Policy on materiality of Related Party Transactions is available on the website of the Company (http://www.indiabullshomeloans.com/). None of the transactions with related parties fall under the scope of Section 188(1) of the Act and hence the information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 required to be given in the prescribed form AOC 2 are not applicable. Further, Policy for Dealing with Related Party Transactions is enclosed as “Annexure 5” and is also available on the website of the Company (http://www. indiabullshomeloans.com/).

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an elaborate system of internal controls commensurate with the size, scale and complexity of its operations; it also covers areas like financial reporting, fraud control, compliance with applicable laws and regulations etc. Regular internal audits are conducted to check and to ensure that responsibilities are discharged effectively. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with regulatory directives, efficacy of its operating systems, adherence to the accounting procedures and policies at all branch offices of the Company and its subsidiaries. Wherever required, the internal audit efforts are supplemented by audits conducted by specialized consultants/audit firms. Based on the report of the Internal Auditors, process owners undertake corrective actions, in their respective areas and thereby strengthen the controls.

MATERIAL CHANGES AND COMMITMENTS

Apart from the information provided/disclosures made elsewhere in the Directors' Report including Annexures thereof, there are no material changes and commitments affecting the financial position of the Company, occured between the end of the Financial year of the Company i.e. March 31, 2019 till date of this Report.

Further, no significant and material orders were passed by the regulators or courts or tribunals, impacting the going concern status and Company's operations in future.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company being a Housing Finance Company is not required to use much of energy and technology absorption, however in compliance of Section 134(3) read with Rule - 8 of Companies (Accounts) Rules, 2014, the necessary reporting with regard to conservation of energy, technology absorption and foreign exchange earnings and outgo, is an under:

A. Conservation of Energy

The Company is ISO 14001:2015 certified for its Environmental Management Systems (EMS). The Company's EMS measures the environmental costs of its services and activities, and seeks to minimize the negative effects and improve the positive aspects.

Consumption of electricity and its efficient utilization is an important area of EMS and the Company has taken many steps to reduce its carbon footprint on this front.

B. Technology Absorption

The Company is investing in cutting edge technologies to upgrade its infrastructure set up and innovative technical solutions, thereby increasing customer delight & employee efficiency. Next Generation Business Intelligence & analytics tool have been implemented to ensure that while data continues to grow, decision makers gets answers faster than ever for timely & critical level decision making. The Company has implemented best of the breed applications to manage and automate its business processes to achieve higher efficiency, data integrity and data security. It has helped it in implementing best business practices and shorter time to market new schemes, products and customer services. The Company has taken major initiatives for improved employee experience, by implementing innovative solutions and empowering them by providing mobile platform to manage their work while on the go.

The Company's investment in technology has improved customer services, reduced operational cost and development of new business opportunities. No technology was imported by the Company during the last three Financial years including FY 2018-19.

C. Foreign Exchange Earnings and Outgo

During the year under review, your Company had no foreign exchange earnings. Foreign exchange outgo was Rs. 262.77 Crores. The details of earnings and outgo are shown in the Note No. 37 (a) and 37 (b) respectively, of Notes to the Accounts, forming part of the Standalone Financial Statements. Members are requested to refer to these Notes.

BUSINESS RISK MANAGEMENT

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulation 21 of the SEBI LODR Regulations, the Company has in place a Board constituted Risk Management Committee. Details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this report.

The Company has a robust Business Risk Management framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on its business objectives and enhance its competitive advantage. It defines the risk management approach across the Company and its subsidiaries at various levels including the documentation and reporting. At present, the Company has not identified any element of risk which may threaten its existence.

PARTICULARS OF EMPLOYEES

Pursuant to the applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures on Managerial Remuneration are provided in “Annexure 6” forming part of this Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013 read with the said rules, the Directors Report is being sent to all the shareholders of the Company excluding the annexure on the names and other particulars of employees, required in accordance with Rule 5(2) of said rules, which is available for inspection by the members, subject to their specific written request, in advance, to the Company Secretary. The inspection is to be carried out at the Company's

Registered Office or at its Corporate Office, at Gurgaon, during business hours on working days of the Company up to date of ensuing Annual General Meeting.

FAMILIARISATION PROGRAMME FOR NONEXECUTIVE DIRECTORS

Non-Executive Directors are familiarized with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through presentations about the Company's strategy, business model, product and service offerings, customers & shareholders profile, financial details, human resources, technology, facilities, internal controls and risk management, their roles, rights and responsibilities in the Company. The Board is also periodically briefed on the various changes, if any, in the regulations governing the conduct of non-executive directors including independent directors. The details of the familiarization programmes have been hosted on the website of the Company and can be accessed on the link: https://www. indiabullshomeloans.com/.

SUBSIDIARY & ASSOCIATES COMPANIES

Pursuant to Section 129 of the Companies Act, 2013 and Indian Accounting Standard (IND AS) - 110 on Consolidated Financial Statements, the Company has prepared its Consolidated Financial Statement along with all its subsidiaries, in the same form and manner, as that of the Company, which shall be laid before its ensuing 14th Annual General Meeting along with its Standalone Financial Statement. The Consolidated Financial Statements of the Company along with its subsidiaries, for the year ended March 31, 2019, form part of this Annual Report.

For the performance and financial position of each of the subsidiaries of the Company, included in its Consolidated Financial Statements, the Members are requested to refer to Note No. (38) (b) of the Notes to the Accounts, of Consolidated Financial Statements of the Company .

Further pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are also available on the website of the Company. Shareholders may write to the Company for the annual financial statements and detailed information on subsidiary companies. Further, the documents shall also be available for inspection by the shareholders at the registered office of the Company.

NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES OR ASSOCIATE COMPANIES

During the period under review, Indiabulls Venture Capital Trustee Company Limited, subsidiary company of the Company stands dissolved w.e.f. March 08, 2019.

COMMITTEES OF THE BOARD

The Company has following Board constituted committees which have been established as a part of the best corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

a) Asset Liability Management Committee

b) Audit Committee

c) Bond Issue Committee

d) Compensation Committee

e) Corporate Social Responsibility Committee

f) Customer Grievance Committee

g) Investment Committee

h) Internal Complaint Committee

i) Management Committee

j) Nomination & Remuneration Committee

k) Risk Management Committee

l) Reorganization Committee

m) Stakeholders Relationship Committee

The details with respect to composition, powers, roles, terms of reference, etc. of committees constituted under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 are given in the Corporate Governance Report forming part of this Annual Report.

SECRETARIAL STANDARDS

The Board of Directors state that the Company has complied with the applicable Secretarial Standards (SS-1 and SS-2) respectively relating to Meetings of the Board, its Committees and the General Meetings as issued by the Institute of Company Secretaries of India.

NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL UNDER SECTION 22 OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. During the financial year 2018-19, no cases of sexual harassment were reported.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Work place (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee (ICC) has been set up to redress complaints received, if any, regarding sexual harassment.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of its business operations. To maintain these standards, the Company has implemented the Whistle Blower Policy (the Policy), to provide an avenue for employees to report matters without the risk of subsequent victimization, discrimination or disadvantage. The Policy applies to all employees working for the Company and its subsidiaries. Pursuant to the Policy, the whistle blowers can raise concerns relating to matters such as breach of Company's Code of Conduct, fraud, bribery, corruption, employee misconduct, illegality, misappropriation of Company's funds / assets etc. A whistle-blowing or reporting mechanism, as set out in the Policy, invites all employees to act responsibly to uphold the reputation of the Company and its subsidiaries.

The Policy aims to ensure that serious concerns are properly raised and addressed and are recognized as an enabling factor in administering good governance practices. The details of the Whistle Blower Policy are available on the website of the Company (http://www.indiabullshomeloans.com/).

For and on behalf of the Board of Directors
Sd/- Sd/-
Date: July 25, 2019 Gagan Banga Ajit Kumar Mittal
Place: Mumbai Vice-Chairman, Executive Director
Managing Director & CEO (DIN: 02698115)
(DIN: 00010894)

   

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