Dear Members,
The Board of Directors of Sahara Housingfina Corporation Limited
("the Company" or "SHCL") is pleased to present the 34th Annual Report
and the Audited financial statements of the Company for the financial year ended March 31,
2025 ("financial year under review").
Financial Summary
The Company's financial performance for the financial year ended
March 31, 2025 as compared to the previous financial year ended March 31, 2024 is
summarised below:-
(Rs.iin Lakhs)
Particulars |
2024-25 |
2023-24 |
Gross Income |
862.84 |
1062.65 |
Less: |
|
|
Interest |
266.83 |
367.17 |
Overheads |
477.54 |
466.13 |
Depreciation |
38.44 |
44.40 |
Profit Before Tax (PBT) |
80.03 |
184.95 |
Provision for Taxation |
|
|
Current Tax |
11.52 |
37.73 |
Deferred Tax |
5.68 |
1.08 |
Income Tax related to earlier years |
(2.01) |
5.69 |
Profit After Tax (PAT) |
64.84 |
140.45 |
Add: Profit carried from earlier years |
2626.47 |
2515.24 |
Profit available for appropriations |
2691.31 |
2655.69 |
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 |
12.97 |
29.22 |
Balance carried to Balance Sheet |
2678.34 |
2626.47 |
Total |
2678.34 |
2626.47 |
Business Overview
Some of the key highlights of your company's performance during
the year under review;
(a) Gross Income
The Gross Income for the year under review was ` 862.84 Lakh as against
the previous financial year's income of ` 1062.65 Lakh.
(b) Profit (PBT & PAT) & Income
Your Company's Profit Before Tax (PBT) for the current financial
year is ` 80.03 Lakh as compared to ` 184.95 Lakh in the previous financial year and the
Profit After Tax (PAT) for the current financial year is `64.84 Lakh as against `140.45
Lakh in the previous year.
(c) Net Owned Fund (NOF) & Assets under Management (AUM)
Shareholder's Equity (Net Owned Fund) as on March 31, 2025 was `
5238.68 Lakhs as against ` 5172.44 Lakhs in the previous year.
The Total Assets under Management of the Company as on March 31, 2025
was ` 6808.82 Lakhs as against `7576.74 Lakhs in the previous year.
(d) Transfer to Special Reserve
During the year under review, your company transferred ` 12.97 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 Clause 101.2 of Chapter XIV of the
Master DirectionNon-Banking Financial Company [Housing Finance Company] (Reserve
Bank) Directions, 2021 issued by the Reserve Bank of India.
(e) Earnings Per Share (EPS)
The Earnings Per Share (EPS) as on March 31, 2025 was ` 0.93 as against
` 2.01 as on March 31, 2024.
(f) Share Capital
The paid-up equity share capital as on March 31, 2025 was ` 7.00
Crores, divided into 7,000,000 equity share of face value of `10 each.
i. Issue of Equity Shares with differential Rights/ Buy Back
The Company neither issued equity shares with differential rights
during the financial year 2024-25 nor bought back any of its shares during the year under
review.
ii. Issue of Sweat Equity Shares
The Company did not issue any sweat equity shares during the financial
year 2024-25.
iii. Issue of Employee Stock Options
The Company did not issue any stock options during the financial year
2024-25.
iv. 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.
(g) Subordinated Debt
Your Company did not raise any fresh money through subordinated debt
during the year under review.
(h) Issue of (Unlisted) Secured Non Convertible Debenture (NCD)
Your company did not raise any fresh money through any kind of Unlisted
Non Convertible Debenture (NCD) during the year under review.
As on March 31, 2025, your Company's outstanding in Secured
Unlisted NCD (long-time borrowing) was ` 21 Cr. Your company has timely paid the partial
redemption of 30% of issued Secured (Unlisted) NCD of ` 30 Cr i.e. ` 9 Cr. on March 31,
2025 as per the Terms & Condition of Information Memorandum (IM) along with and
interest thereon. Infomerics Valuation and Rating Ltd. has given credit rating of IVR BB-/
Negative (IVR double B minus with Negative Outlook)
(i) 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.
(j) Capital Adequacy
As per the Clause 6.1 of Chapter IV of the Master
Direction-Non-Banking-Financial Company Housing Finance Company-(Reserve Bank)
Directions, 2021, every Housing Finance Company (HFC) shall maintain a minimum Capital
Adequacy Ratio (CAR) of 15 per cent as on March 31, 2022 & thereafter. The Capital
Adequacy Ratio of your Company as on March 31 of Year 2025, 2024 and 2023 is set out in
the table below:
|
As on March 31 |
Particulars |
2025 |
2024 |
2023 |
Capital Adequacy Ratio (%) |
127.87 |
110.84 |
106.22 |
(k) 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.
(l) Lending Performance
During the year under review, the Company disbursed loans aggregating
to ` 979.51 lakhs as against `1384.75 lakhs in the previous year. The overall outstanding
loan portfolio as at March 31,
2025 stood at ` 6808.82 lakhs as against ` 7576.74 lakhs in the
previous year March 31, 2024. The Cumulative Log-in, Sanction and Disbursement as on March
31, 2025 and 2024 are as under;
Particulars |
No. of Accounts |
Amount (Rs. in Lakhs) |
|
2024-25 |
2023-24 |
2024-25 |
2023-24 |
Cumulative Log-in |
6734 |
6691 |
75762.27 |
74661.73 |
Cumulative Sanction |
4518 |
4482 |
50514.92 |
49593.77 |
Cumulative Disbursement |
4363 |
4323 |
50117.99 |
49138.49 |
(m) Fresh Loans
The year-wise sanction and disbursement details for the previous five
years are as under; (Rs. in Lakhs)
Particulars |
31.03.25 |
31.03.24 |
31.03.23 |
31.03.22 |
31.03.21 |
Sanction |
1018.75 |
1771.50 |
1488.85 |
1085.76 |
1292.62 |
Disbursement |
979.51 |
1384.75 |
1596.19 |
1015.49 |
1272.12 |
The Company continues to serve from four regions, East (Kolkata), North
(Lucknow), South (Hyderabad) and West (Pune) and ten branches located at Kolkata,
Siliguri, Ranchi, Durgapur, Lucknow, Gorakhpur, Pune, Hyderabad, Vijayawada and
Visakhapatnam.
(n) Non-Performing Assets and Provisions for Contingency
Your Company strictly adheres to the prudential guidelines for
Non-Performing Assets (NPAs) issued by the Master Direction-Non-Banking Financial Company
Housing Finance Company - (Reserve Bank of India) under its Directions of 2021, as amended
from time to time. As per the prudential norms, the Company did not recognise 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 RBI.
The amount of Gross Non-Performing Assets (GNPA) on the Housing Loan
portfolio as on March 31, 2025 was ` 520.90 lakhs against ` 583.06 lakhs as at March 31,
2024. The Executive Management is taking necessary steps to contain the same within limit.
(o) 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.
(p) 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 name called. There are no unclaimed deposits as on March 31, 2025.
(q) 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, 2025 except short term investment in Fixed Deposit with a
Nationalised Bank.
(r) Regulatory and Statutory Compliances:
The Company is regulated by the statutory regulators including but not
limited to the Ministry of Corporate Affairs, Reserve Bank of India, National Housing
Bank, Stock Exchanges and Securities and Exchange Board of India.
All the relevant circulars, notifications, guidelines and directions
issued by the aforesaid statutory regulators were duly placed before the Board of
Directors at regular intervals to update the Board members on compliance of the same.
Your Company has adhered to all the applicable circulars,
notifications, and guidelines issued from time to time. Your Company is also in compliance
with the applicable provisions of the Companies Act, 2013 and rules made thereunder
including Secretarial Standards and other applicable statutory requirements
(s) Master DirectionNon-Banking Financial CompanyHousing
Finance Company (Reserve Bank) Directions, 2021
Your company is in Compliance with the Master
DirectionsNon-Banking Financial CompanyHousing Finance Company (Reserve Bank)
Directions, 2021 and as updated from time to time
(t) Regulations Issued by Securities And Exchange Board of India
(SEBI):
Your company is in compliance with the applicable circular,
notifications and regulations issued by SEBI from time to time including but not limited
to SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021, SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and SEBI (Prohibition of
Insider Trading) Regulations, 2015 as amended from time to time as on the date of this
report.
(u) Compliance with Principal Business Criteria
Your Company is adhering to Principal Business Criteria for HFCs as
specified under Master DirectionsNon-Banking Financial CompanyHousing Finance
Company (Reserve Bank) Directions, 2021 and as updated from time to time.
(v) 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 of all
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
As reported in the Board's Report for the previous year, two
independent directors, viz. Ms. Anshu Roy (DIN: 05257404) and Shri Rajiv Kumar Lal (DIN:
07093037) ceased to be the directors of the Company due to resignations on 31/07/2024 and
15/08/2024 respectively.
The Company had since identified, selected and appointed three IDs,
including a woman director, viz. Shri Madhukar (DIN: 00558818), Shri Sadhan Sarkar (DIN:
10519231) and Ms. Sudha Sarowgi (DIN: 10747395), possessing requisite skill, expertise and
competency in the context of the Company's business. All the three IDs were appointed
on the same day, i.e. on August 23, 2024.
In accordance with the provisions of Section 152 of the Companies Act,
2013 and the Articles of Association of the Company, Shri Awdhesh Kumar Srivastava, (DIN:
02323304) (Non-Executive & Non-Independent) Director of your Company retires by
rotation and is eligible for reappointment at the ensuing Annual General Meeting.
Brief resume of the Directors, proposed to be appointed/re-appointed,
nature of their expertise in specific functional areas and name(s) of other companies in
which they hold Directorships 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 shall be furnished in the Annexures to the Notice
of the Thirty-fourth Annual General Meeting of the Company that will be 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, continue to serve your
company also as "Manager" under Section 196,197,198, and as a Key Managerial
Personnel under Section 203 of the Companies Act, 2013 and rules made
there under.
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.
a) Fit and Proper Declarations given by the Directors
Pursuant to the Fit and Proper' Policy adopted by the
Company in terms of Chapter IX Corporate Governance of Master
DirectionNon-Banking Financial CompanyHousing Finance Company (Reserve Bank)
Directions, 2021 issued by RBI, the Company has received the requisite declarations and
undertaking from all Directors of the Company.
b) Declarations by Independent Directors
All the Independent Directors have submitted the declaration of
independence, as required pursuant to provisions of the Section 149(7) of the Act, stating
that they meet the criteria of independence as provided in Section 149(6) of the Act and
Regulation 16(1)(b) of the Listing Regulation and are not disqualified from continuing as
Independent Directors of the Company. Further, the Independent Directors have confirmed
their registration/exemption on/from Independent Directors Databank. These
declarations/confirmations have been placed before the Board
Board Meetings
The Board during the relevant financial year had met five times on May
29, 2024, August 14, 2024, August 23, 2024, November 14, 2024 and February 14, 2025
respectively.
Debenture Trustees:
Catalyst Trusteeship Limited having its registered office at Unit No.:
901, 9th Floor,Tower-B, Peninsula Business Park Senapati Bapat Marg, Lower Parel (W)
Mumbai 400013
Registrar and Share Transfer Agent:
MUFG Intime India Private Limited having its registered office at 247
Park, C 101, 1st Floor,
L B S Marg, Vikhroli (West), Mumbai, Maharashtra 400083 is the
Registrar and Share Transfer Agent of the Company.
Auditors
M/s. B M Chaturvedi & Co. Chartered Accountant (Firm Registration
No: 114317W) were appointed as Statutory Auditor of the Company to hold the office with
effect from the conclusion of 31st Annual General Meeting (AGM) held on September 28, 2022
for a period of 5 years till the conclusion of 36th Annual General Meeting (AGM). The
appointment is in compliance with the notification issued by Reserve Bank of India (RBI)
dated April 27, 2021 on Guidelines for appointment of Statutory Central Auditors
(SCAs)/Statutory Auditors(SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs
(including HFCs) (RBI Guidelines). The Company is in compliance with para 54 of Master
Direction on Non-Banking Financial Company Housing Finance Company (Reserve Bank)
Directions, 2021 on Rotation of the partners of the Statutory Auditors Firm.
Notes to Accounts and Auditors Report
The Statutory Auditors have not made any adverse comments or given any
qualification, reservation, or adverse remarks or disclaimer in their Audit Report on the
financial statements of the Company for the Financial Year 2024-2025. Also, the Statutory
Auditors have not reported any instances of fraud in the Company committed by officers or
employees of the Company to the Audit Committee under Section 143(12) of the Companies
Act, 2013.
Secretarial Audit Report
In accordance with Section 204 of the Companies Act, 2013 and Rule 9 of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, Shri P V
Subramanian, Practicing Company Secretaries, was appointed as Secretarial Auditor to
conduct the Secretarial Audit of the Company for the financial year 2024-2025. The Report
of Secretarial Auditor is annexed as "Annexure2" to this report.
The qualifications/ adverse remark/ reservation/ disclaimer made by the Secretarial
Auditor and the corresponding management response are as enumerated below;
Sl. |
Qualifications/ Adverse remark/
reservation/ disclaimer of the Secret arial Auditor |
Clarification from the Management |
1 |
The composition of the Board was not in
conformity with sub-clauses (a) & (b) of Regulation 17(1) of SEBI (LODR) Regulations,
2015, due to absence of adequate number of Independent Directors on the Board during the
period July 31, 2024 to August 22, 2024. |
Two Independent Directors (IDs) ceased to be
directors due to resignations on July 31,2024 & August 15,2024 respectively resulting
in a shortfall of two IDs for maintaining the requisite numbers and ratio of IDs in the
composition of the Board during the period from July 31, 2024 to August 22, 2024. |
|
|
The Company has since identified, selected
and appointed three IDs, including a woman director. All the three IDs were appointed on
the same day, i.e. on August 23, 2024. |
2 |
Audit Committee of the Board was not properly
constituted during the period July 31, 2024 to August 22, 2024. |
Two Independent Directors (IDs) ceased to be
directors due to resignations on July 31,2024 & August 15,2024 respectively resulting
in a shortfall of two IDs for maintaining the requisite numbers and ratio of IDs in the
Audit Committee (AC) during the period from July 31, 2024 to August 22, 2024. |
|
|
The Board has since filled in the void by
inducting three IDs into the AC on August 23, 2024. |
3 |
Requisite quorum was not present in the Audit
Committee Meeting held on August 14, 2024. |
Composition of the Audit Committee (AC) was
not in compliance with the provisions of sub-clauses (a) and (b) of Regulation 18(1) of
SEBI (LODR) Regulations, 2015 during the period from July 31, 2024 to August 22, 2024.
Hence the absence of quorum in the meeting held on August 14, 2024. |
4 |
The composition of the Nomination &
Remuneration Committee (NRC) of the Board was not in accordance with the provisions of
Regulation 19(1) of SEBI (LODR) Regulations, 2015 during period July 31,2024 to August
22,2024. |
Two Independent Directors (IDs) ceased to be
directors due to resignations on July 31,2024 & August 15,2024 respectively resulting
in a shortfall of two IDs for maintaining the requisite numbers and ratio of IDs in the
NRC during the period from July 31, 2024 to August 22, 2024. |
|
|
The Board has since filled in the void by
inducting three IDs into the NRC on August 23, 2024. |
5 |
The composition of the Stakeholders
Relationship Committee (SRC) of the Board was not in accordance with the provisions of
Regulation 19(1) of SEBI (LODR) Regulations, 2015 during period July 31,2024 to August
22,2024. |
Two Independent Directors (IDs) ceased to be
directors due to resignations on July 31,2024 & August 15,2024. respectively resulting
in a shortfall of two IDs for maintaining the requisite numbers and ratio of IDs in the
SRC during the period from July 31, 2024 to August 22, 2024. |
|
|
The Board has since filled in the void by
inducting three IDs into the SRC on August 23, 2024. |
Directors' Responsibility Statement pursuant to Section 134(5)
of The Companies Act, 2013
Your Directors would like to inform that the audited accounts for the
year ended March 31, 2025 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\ 9 year and reasonably present the Company's
financial condition and results of operations.
These Financial Statements are audited by M/s. B M Chaturvedi &
Co., 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.
that in the preparation of the annual accounts, the applicable accounting standards have
been followed and there were no material departures; b. that appropriate accounting
policies have been selected and applied consistently, and Directors have 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, 2025, and of the profit of the Company for
that year; 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 accounts have been prepared on a going
concern' basis; e. that proper systems to ensure compliance with the provisions of
all applicable laws were in place and were adequate and operating effectively; and f. that
internal financial controls to be followed by the Company have been laid down and that
such internal financial controls are 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(1) 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
The maintenance of cost records has not been specified by the Central
Government under section 148(1) of the Act for the business activities carried out by the
Company. Accordingly, paragraph 3(vi) of the Order is not applicable to the Company at
present.
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. The following is a summary of Sexual Harassment
complaints received and disposed of during the financial year 2024-25;
No. of complaints received: Nil
No. of complaints disposed of: Nil
No. of Cases Pending for more than 90 days: Nil
Compliance with the Maternity Benefit Act, 1961
The Company has complied with the provisions of the Maternity Benefit
Act, 1961, including all applicable amendments and rules framed thereunder. All eligible
women employees are provided with maternity benefits as prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave, nursing breaks and protection from
dismissal during maternity leave.
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 furnished by Shri P V Subramanian, Practicing Company
Secretary, ACS No.4585 (CP: 2077) with regards to 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.
Internal Control
The Company has an adequate internal audit system in place whereby the
Internal Audit is conducted by the Internal Auditor 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 of controls against various risks. The Audit Committee
of the Board reviews the internal audit function on a continuous basis.
Significant/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.
There are no proceedings, either filed by the Company or filed against
the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the
National Company Law Tribunal or other Courts as at the end of the Financial Year 2024-25.
Change in the Nature of Business
In the financial year under review, there was no change in the nature
of the business of the Company.
Nomination (Including Boards Diversity) Remuneration &
Evaluation Policy
The Policy on Nomination and Remuneration of Directors/ KMP/ Senior
Management has been formulated by the Nomination and Remuneration Committee (NRC) and same
has been approved by the Board of Directors of the Company. The said policy is for
determining qualifications, positive attributes, and independence of a Director, KMP, and
Senior Management.
Salient features of the said policy are as follows; a. Appointment
and Removal of Directors, KMP, and Senior Management; b. Evaluation/ Assessment of
Directors/ KMP/ Senior Management; c. Remuneration to Non-Executive Directors and
Executive Directors; and d. Remuneration to the Key Managerial Personnel and Senior
Management
Related Party Transaction Policy & Transactions
In accordance with the provisions of Section 188 of the Companies Act,
2013 and rules made thereunder; the transactions entered with related parties during the
financial year were in the ordinary course of business and on an arm's length pricing
basis, the details of which are included in the notes forming part of the Financial
Statements. Further, during the financial year under review, the Company had not entered
into transactions with related parties, which could be considered to be
material' in accordance with the Related Party Transaction Policy of the
Company and therefore, the disclosure of Related Party Transactions as required under
Clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of
the Companies (Accounts) Rules, 2014, Form AOC-2 is not applicable to the Company for
financial year 2024-25 and hence the same is not provided.
The Related Party Policy is available on the website of the Company at
the URL http://www. sahara housingfina.com/misc/SHCL_RPT_Policy_ Reviewed_13-Aug-2025.pdf
Evaluation of Performance of Board, its Committees, and Individual
Directors;
In terms of the provisions of the Companies Act, 2013, the Board at its
meeting held on February 14, 2025, carried out an annual evaluation on the performance of
the Board, that of its committee(s) and individual Directors and expressed its
satisfaction as to their performance for the Financial Year 2024-25.
The performance of the committee i.e. Audit Committee, Nomination &
Remuneration Committee, Risk Management Committee and Stakeholders Relationship Committee
was also evaluated on the basis of its composition, effectiveness in carrying out its
mandate, relevance of its recommendations, and allocation of adequate time to fulfil its
mandate.
The performance evaluation of the Non-Independent Director and Board
Committees and the Board as a whole was also carried out by the Independent Directors at
their separate meeting held on February 14, 2025.
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
(a) 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 Master Direction - Non-Banking-Financial Company
Housing Finance Company (Reserve Bank) Directions, 2021.
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 the website of the Company at the
URLhttp://www saharahousingfina.com/misc/SHCL_RBI_KYC _28052025_WS_CIR.pdf
(b) 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
organisations policies vis-?-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 the Master Direction Non- Banking Financial Company
Housing Finance Company (Reserve Bank) Directions, 2021.
The said policy is available in various languages on the website of the
Company at the URL http://www.saharahousingfina.com/misc/ SHCL_RBI_FPC_09022024-English
& Regional_ Language.pdf (a) 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 behaviour, actual or suspected, fraud or violation of the
Company's Code of Conduct or Ethics Policy. It also provides for adequate safeguards
against victimisation 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 the website of the Company at the URL
http://www. sahara housingfina.com/misc/ SHCL_Whistle_ Blower_ Policy.pdf
(b) 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. saharahousing
fina.com/misc/SHCL_Code_of_Conduct_ Revised_13-Dec-2019.pdf
(c) 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.
(d) 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 disclosed to
the stock exchanges. The said policy is available on website of the Company at the URL
http://www. saharahousing fina.com/annualreport/ Materiality_Policy.pdf
(e) 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.
(f) Other Policies as Per RBI/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-X)
on the BSE Ltd. The Company has paid the listing fees as payable to the BSE Ltd. for the
financial year 2025-26.
Technology Updation
The up-gradation and development of the in-house system software,
commensurate to the modest scale, volume and complexity of the company and in accordance
to directions of the regulator, is in progress. The company expects that upon its gradual
commissioning, the entire facet of the business i.e. Operations, Credit, Finance &
Accounts, Regulatory Report and Returns, MIS etc. shall be highly automized and system
driven with greater efficiency, checks, balance and alerts. The process of major
procurement of hardware/software has already been completed and onward development work
remains in advance stage of commissioning (including trials), to be undertaken in a
progressive and stage-wise manner as per the guideline of the regulator in this respect.
Depository System
The Company has entered into an agreement with CDSL/NSDL for
transaction of shares in dematerialized form as on March 31, 2025, only 2.94 per cent of
the Company's paid up Share Capital consisting of 2,05,675 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 dematerialised form and
therefore, members are requested to convert their holdings to dematerialised form. .
Human Resources and Training
Your Company believes that work is created when employee relate
themselves to the goal of the organisation, feels connected to their leaders and have a
sense of belonging. Your Company's focus is to stay strong on providing our employee
a work environment that welcomes diversity, nurtures positive relationships, provides
challenging work assignments and provides opportunities based on the merit of employee to
grow and build their careers with us in line with their aspirations.
As on 31st March 2025, the employee strength of the Company was 28
employees.
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.
Annual Return
Pursuant to Section 92(3) read and Section 134(3)(a) of the Companies
Act, 2013, the Annual Return filed with MCA as at March 31, 2024, is available on the
website of the Company at the link: http//www.
saharahousingfina.com/misc/SHCL_MGT-7_2023-2024.pdf.
Acknowledgements
Your Board of Directors would like to place on record their sincere
gratitude to the Reserve Bank of India (RBI), National Housing Bank (NHB), Registrar of
Companies (RoC), Securities and Exchange Board of India (SEBI), Ministry of Corporate
Affairs, all associated Bankers to the Company, Central & State Government
Departments, Tax Authorities, Debenture Trustees, Debenture holders, Channel Partners,
Registrars, other stakeholders, customers and all other business associates for their
continued support during the year under review. The Directors would also like to thank the
BSE Limited, National Stock Exchange of India Limited, National Securities Depository
Limited, Central Depository Services (India) Limited, MUFG Intime India Private Limited
and the associated Credit Rating Agency for their support & co-operation.
Your Directors place on record their appreciation for the exemplary
contribution made by the employees of the Company at all levels. Their dedicated efforts
and enthusiasm have been pivotal to the Company's growth.
For and on behalf of the Board of Directors |
|
(Sadhan Sarkar) |
(A K Srivastava) |
Director |
Director |
DIN: 10519231 |
DIN: 02323304 |
Kolkata |
|
August 13, 2025 |
|