Directors Report of Reliance Home Finance Ltd.

Mar 31, 2023

The Directors present the 15^th Annual Report and the audited financial statement for the financial year ended March 31,2023.

Financial Performance and State of Company''s Affairs

The performance of the Company for the financial year ended March 31, 2023 is summarised below:

(Rs. in Crore)
Particulars	March 31, 2023*	March 31, 2022
Total revenue	391.37	293.50
Profit before depreciation and tax	9,292.98	(7,694.31)
Less: Depreciation & Amortisation	1.96	212.09
Profit before tax	9,013.79	(7,906.40)
Current tax - Deferred tax / (credit)	3,595.21	(2,466.80)
Net profit after tax	5,418.57	(5,439.60)
Amount transferred to Special Reserve Fund	-	-

*Previous year figures have been regrouped / reclassified wherever required.

Due to sudden adverse developments in the financial services sector post the IL&FS crisis and its adverse impact on the liquidity position of majority of the Non-banking and housing finance companies, the Company was adversely impacted resulting in liquidity mismatch and severe financial stress on account of which it was not in a position to services its dues to the lenders.

In view of above, certain lenders of the Company (Banks and other Financial Institutions) had entered into an Inter-Creditor Agreement (ICA) on July 6, 2019 with Bank of Baroda acting as the Lead Lender for arriving at the debt resolution plan in accordance with the circular dated June 7, 2019 issued by the Reserve Bank of India (RBI) on Prudential Framework for Resolution of Stressed Assets (RBI Circular), by way of Change in Management. The Lead Bank and the lenders forming part of ICA had appointed resolution advisors, cashflow monitoring agency, valuers and legal counsel. Bank of Baroda as the Lead Lender and on behalf of the ICA lenders had as part of the debt resolution process invited the Expression of Interest (EoI) and bids from interested bidders vide newspaper advertisement dated July 29, 2020 and through the Lead Bank''s website. Initially nineteen investors had expressed interest through submission of EOI''s. The ICA lenders after completing the transparent process of inviting bids from eligible bidders and evaluation, voted upon and selected with overwhelming majority Authum Investment & Infrastructure Limited (Authum) as the final bidder on June 1 9, 2021. The said Resolution Plan of Authum along with the Distribution Mechanism was presented to the Company by the Lead Banker, asking the Company to seek approval of the Debenture holders. The Company had duly made requisite disclosure to the stock exchanges in this regard.

The Company shared the said Resolution Plan along with the Distribution Mechanism with the Debenture Trustees viz. IDBI Trusteeship Services Limited and Catalyst Trusteeship Limited. A meeting of the Debenture Holders of Reliance Home Finance

Limited was called by IDBI Trusteeship Services Ltd. (Debenture Trustee) and was held on May 13, 2022, for consideration and approval of the Resolution Plan along with the Distribution Mechanism approved by ICA Lenders on June 19, 2021. Further, pursuant to the Order dated May 10, 2022 passed by the Hon''ble High Court of Judicature at Bombay, the results of the voting of the Meeting was submitted before the Hon''ble High Court in a sealed envelope.

The Company had approached the Hon''ble High Court of Judicature at Bombay praying that the Hon''ble High Court exercise powers under Section 151 of the Civil Procedure Code, 1 908, to approve the resolution plan of RHFL as was done by the Supreme Court in exercise of Article 142 of the Constitution of India in case of Reliance Commercial Finance Limited in Rajkumar Nagpal (supra). However, the said application was not allowed and disposed off on December 1 6, 2022 by the Hon''ble High Court stating that "The moulding of relief can only be done by the Supreme Court under Article 142 of the Constitution of India. This Court under Section 151 of the CPC does not have the powers akin to Article 142 of the Constitution of India".

On an appeal preferred by the Company and others, the Hon''ble Supreme Court of India vide its Order dated March 3, 2023, in exercise of its powers under Article 142 of the Constitution of India, allowed the Resolution Plan of Authum qua the debenture holders, except the dissenting debenture holders.

Further, the Shareholders of the Company at extraordinary general meeting held on March 25, 2023 by passing a special resolution approved sale / disposal of asset(s) / undertaking(s) of the Company for the purposes of implementation of the said Resolution Plan and authorised the Board for the said purpose.

The Resolution Applicant vide its e-mail dated March 8, 2023 had informed that in terms of the Hon''ble Supreme Court of India Order dated March 3, 2023, the Resolution Plan was to be implemented by March 31, 2023 and requested the Company to extend its co-operation for implementation of Resolution Plan and, inter-alia, fix a record date for payment along with extinguishment of RHFL debentures, not later than March 27, 2023.

The Company had fixed March 26, 2023 as the record date and intimated to the stock exchanges that the Debenture Holders will be paid as per the respective entitlement of the debenture holders as on the date of Resolution Plan in terms thereof, in full and final settlement of their dues and claims, towards extinguishment and redemption of the debentures of the Company held by them.

As per the final approved Resolution Plan, the total Resolution amount of the Company was arrived at ''3,351 crore.

The entire Resolution Plan has been finalised in terms of RBI Circular No. RBI/2018-19/ 203, DBR.No.BP. BC.45/21.04.048/2018-19 dated June 7, 2019 on Prudential Framework for Resolution of Stressed Assets by the Lenders of the Company, has also been approved by the Hon''ble Supreme Court of India by its order dated March 3, 2023 and the special resolution approved by the shareholders dated March 25, 2023. In view of the same the Company took all appropriate steps towards implementation of the Resolution Plan in compliance with the Order of Hon''ble Supreme Court of India.

The Company in consultation with the Lead Bank, Debenture Trustee, Legal and Financial Advisors, the Company took the following steps towards implementing the approved Resolution Plan:

A. Repaid dues to ICA Lenders as per Final Distribution Mechanism approved by Lenders.

B. Distributed funds to Debenture Trustees for making payments to NCD Holders as per Final Distribution Mechanism approved by Lenders.

C. Executed Business Transfer Agreement (BTA) with Reliance Commercial Finance Limited, 100% subsidiary of Authum Investment & Infrastructure Limited.

D. Executed Resolution Plan Implementation Memorandum with the Lenders, Other ICA Members and Reliance Commercial Finance Limited, 100% subsidiary of Authum Investment & Infrastructure Limited.

E. Executed Resolution Plan Implementation Memorandum with IDBI Trusteeship Services Limited and Reliance Commercial Finance Limited, 100% subsidiary of Authum Investment & Infrastructure Limited.

As per the Resolution Plan and the Distribution Mechanism duly approved and finalised by the Banks, Financial Institutions and other Lenders in terms of the RBI Circular and informed to the Company, the beneficiary position of NCD holders (BENPOS) as of April 15, 2022 had been taken to ascertain the entitlement of 100% of their principal dues under the Resolution Plan to the small debenture holders in the category of individuals and HUFs holding debentures of the principal amount of up to ''5 lakhs, as of that said BENPOS date. All other Debenture Holders including Banks and Financial Institutions were paid 27.71% for secured and 20.78% for unsecured, as per the Resolution Plan.

Accordingly, in terms of the RBI Circular and in pursuance of the order of the Hon''ble Supreme Court of India dated March 3, 2023, the total Resolution amount of '' 3,351 crore has duly been paid to all the financial creditors including debenture holders as per their respective approved entitlements under the Resolution Plan in full and final settlement of their dues and the Resolution Plan stood duly implemented.

The Company had kept an amount equivalent to the respective entitlement as per Resolution Plan in full and final settlement of dues of the Dissenting Debenture Holders in fixed deposit and Debenture Holders would be paid upon receipt of assent to the Resolution Plan.

Post execution of Business Transfer Agreement (BTA) with Reliance Commercial Finance Limited (RCFL), 100% subsidiary of Authum Investment & Infrastructure Limited dated March 29, 2023, the business undertaking of the Company

i.e. identified assets and assumed liabilities are transferred to RCFL for total consideration of ''180 crore. Accordingly, Assets Under Management as on March 31, 2023 was Nil as against '' 1 1,857 crore as on March 31, 2022.

The Board of Directors of the Company at their meeting held on July 1 7, 2023 had considered and approved the Surrender of Certificate of Registration as a housing finance institution to the National Housing Bank and in-principally approved for voluntary liquidation of the Company, subject to requisite permissions,

Capital Adequacy Ratio

Your Company''s Capital to Risk Assets Ratio (CRAR) calculated in line with the requirements of RBI Circular No. RBI/2020-21 /73/ D0R.FIN.HFC.CC.No.1 20/03.10.136/2020-21dated February 17, 2021 on Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 (the ''RBI Directions''), stood at (3,992.56) per cent, which is below the regulatory minimum requirement of 15 per cent.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under review as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ''Listing Regulations'') and the RBI Directions, is presented in a separate section forming part of this Annual Report.

Resources and Liquidity

The Company''s Net Worth as on March 31, 2023, stood at ''(73.83) crore. The Company has not raised any amount during the financial year 2022-23 by issuance of any securities. The Company''s debt equity ratio as on March 31, 2023 stood at (1.35):1.

3,10,35,980 fully paid-up 8% Cumulative Non-Convertible Redeemable Preference Shares of ''10 each issued and allotted on August 9, 2017 for a term of five years, without payment being received in cash were unredeemed, in view of Company''s current financial position.

Disclosure regarding Non-Convertible Debentures (NCDs) issued by the Company through public issue and on private placement basis pursuant to the requirements of RBI Directions is as under:

Particulars	No. of	Amount
	NCDs	('' in crore)
Total number of non-convertible debentures which have not been claimed by the Investors	Nil	Nil
Total number of non-convertible debentures which have not paid by the Company after the date on which the non-convertible debentures became due for redemption and total amount in respect of such debentures remaining unclaimed or unpaid	10,618	55.95*
beyond the date referred to

*Debenture holders amounting to ''55.95 crore have dissented to the resolution plan. The Company has set aside ''11.84 crore equivalent to their entitlement as per the resolution plan approved and finalised by the financial creditors of the Company.

Dividend

During the year under review, the Board of Directors had not recommended dividend on the equity shares of the Company.

Deposits

The Company has neither accepted nor renewed any fixed deposits during the year. There are no unclaimed deposits, unclaimed / unpaid interest, refunds due to the deposit holders or to be deposited to the Investor Education and Protection Fund as on March 31, 2023.

Particulars of Loans, Guarantees or Investments

The Company is registered as a Housing Finance Company with NHB. Thus, the provisions of Section 186 except sub-section (1) of the Companies Act, 2013 (the ''Act'') is not applicable to the Company.

Promoter and Persons belonging to Promoter Group

The Company is promoted by Reliance Capital Limited (RCap), the financial services company of the Reliance Group. RCap is currently under Corporate Insolvency Resolution Process (CIRP). RCap holding in the Company has been reduced from 47.91% as on March 31, 2023 to 42.13% as on the date of this report.

During the year, the Company had received a request from ''Persons belonging to Promoter Group'' of the Company, seeking reclassification as ''Public'' under Regulation 31A of the Listing Regulations. The Persons belonging to Promoter Group seeking reclassification, together hold 35,65,449 equity shares of the Company constituting approximately 0.74%, which is not more than one percent of the total voting rights in the Company. The Company had submitted the application with respect to reclassification under Regulation 31A(3) of the Listing Regulations with the stock exchanges viz. BSE Limited and the National Stock Exchange of India Limited and response from the stock exchanges is awaited.

Subsidiary and Associate companies

The Company is an associate of Reliance Capital Limited and does not have any subsidiary or associate company.

Directors

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independence as prescribed under the Act and the Listing Regulations. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are the persons of high integrity and repute. They fulfil the conditions specified in the Act and the Rules made thereunder and the Listing Regulations and are independent of the management.

The details of programme for familiarisation of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are put up on the website of the Company at the link https://www.reliancehomefinance. com/investor-relations.

The Company had appointed Mr. Sudeep Ghoshal as a Director (nominated by Reliance Capital Limited) of the Company at 14^th Annual General Meeting (AGM) held on June 24, 2022. In terms of the provisions of the Act, he retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM.

The members of the Company have duly approved through postal ballot the special resolution for re-appointment of Mr. Sushilkumar Agrawal as an Independent Director on the Board of the Company, for a second term of five consecutive years with effect from June 28, 2023.

Further, based on the written representations received from the Directors as on March 31, 2023 taken on record by the Board of Directors and the legal opinion obtained by the Company, none of the directors are disqualified as on March 31, 2023 from being appointed as a director in terms of Section 164(2) of the Act.

Key Managerial Personnel

(i) Mr. Shanil Jain was appointed as the Chief Financial Officer (CFO) of the Company with effect from July 17, 2023.

(ii) Mr. Amit Kumar Jha ceased to be the CFO with effect from the closure of business hours on June 30, 2023.

(iii) Presently, Company''s KMPs are Mr. Prashant Utreja, Chief Executive Officer, Mr. Shanil Jain, Chief Financial Officer and Ms. Parul Jain, Company Secretary & Compliance Officer.

Evaluation of Directors, Board and Committees

The Nomination and Remuneration Committee has devised a policy for performance evaluation of the individual Directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations and based on the Policy, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. A separate meeting of the Independent Directors was also held for the evaluation of the performance of non-independent Directors and performance of the Board as a whole and that of the Chairperson of the Meeting of the Board.

Pursuant to the Listing Regulations, performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

The Nomination and Remuneration Committee has also reviewed the performance of the individual Directors based on their knowledge, level of preparation and effective participation in meetings, understanding of their role as directors, etc.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management Employees

The Nomination and Remuneration Committee of the Board has devised a policy for selection, appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Employees. The Committee has also formulated the criteria for determining qualifications, positive attributes and independence of Directors. The Policy has been put up on the Company''s website at https://www.reliancehomefinance.com/ corporategovernance/policies.

Directors'' Responsibility Statement

Pursuant to the requirements under Section 134(5) of the Act with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual financial statement for the financial year ended March 31, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any;

ii. 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, 2023 and of the profit of the Company for the year ended on that date;

iii. 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;

iv. The Directors had prepared the annual financial statement for the financial year ended March 31, 2023 on a ''going concern'' basis;

v. The Directors had laid down proper internal financial controls to be followed by the Company and such financial controls are adequate and are operating effectively. The Company is taking constant steps to further strengthen the same; and

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Parties

All contracts / arrangements / transactions entered into / by the Company during the financial year under review with related parties were on an arm''s length basis and in the ordinary course of business.

There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party transactions or which is required to be reported in Form AOC - 2 in terms of Section 134(3) (h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

All Related Party Transactions were placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee and the Board was obtained for the transactions which were of a repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors on quarterly basis. The policy on Related Party Transactions as approved by the Board

is uploaded on the Company''s website at the link https://www. reliancehomefinance.com/corporate-governance/policies. Your Directors draw attention of the members to Note No.46 to the Financial Statement which sets out related party disclosures pursuant to Ind-AS and Schedule V of the Listing Regulations.

Material Changes and Commitments if any, affecting the financial position of the Company

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year and the date of this Report.

Meetings of the Board

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, ten Board Meetings were held, details of meetings held and attended by each Director are given in the Corporate Governance Report.

Audit Committee

The Audit Committee of the Board consists of Independent Directors viz. Ms. Chhaya Virani, Ms. Rashna Khan, Mr. Sushilkumar Agrawal, Mr. Ashok Ramaswamy and Non-Independent Directors, Mr. Ashish Turakhia and Mr. Sudeep Ghoshal as Members. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

Auditors and Auditors'' Report

M/s. Tambi & Jaipurkar, Chartered Accountants were appointed as Statutory Auditors of the Company for a term of 3 (three) consecutive years, at the Annual General Meeting of the Company held on September 14, 2021 to hold office as Statutory Auditors for a period of three consecutive years i.e. upto the conclusion of the 16^th AGM.

As per the requirements of Guidelines dated April 27, 2021, issued by the Reserve Bank of India (RBI) for Appointment of Statutory Central Auditors (SCAs) / Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs), the Company has received a declaration from M/s. Tambi & Jaipurkar confirming their eligibility to act as Statutory Auditors of the Company.

The Auditors'' in their Report to the Members, have given the following qualified opinion and the response of your Directors with respect to it is as follows:-

Opinion that in view of the business transfer, ceased operations of the Company and current cash flow position, a material uncertainty exists to meet substantial probable financial liabilities / exposure and a material uncertainty exists that may cast significant doubt on the Company''s ability to continue as a going concern and that the Company has substantially reduced and further discontinued its housing finance activity post the execution of Lenders'' Implementation Memorandum, this may result in loss / surrender of Housing Finance License.

Response - The Company was under debt resolution in terms of RBI Circular No. RBl/2018-19/203, DBR. No.BPBC.45/21.04.048/2018-19 dated June 7, 2019

on Prudential Framework for Resolution of Stressed Assets. The Resolution Plan as approved by creditors and shareholders of the Company as also by the Hon''ble Supreme Court of India vide its order dated March 3, 2023, was implemented by transfer of the entire undertaking by way of slump sale to Reliance Commercial Finance Limited, a wholly owned subsidiary of Authum Investment & Infrastructure Limited (the "Resolution Applicant"). This would result in substantial reduction or discontinuation of the housing finance activities. Further, Reliance Capital Limited (RCL), the Promoter of the Company is under Corporate Insolvency Resolution Process (CIRP). Accordingly, the future course of business of the Company would be ascertainable upon successful resolution of RCL under CIRP

No fraud has been reported by the Auditors to the Audit Committee or the Board.

Secretarial Audit and Secretarial Compliance Report

Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. The Audit Report of the Secretarial Auditor is attached as Annexure - A.

Pursuant to circular No. CIR/ CFD/ CMD1 / 27/ 2019 dated February 8, 2019, issued by the Securities and Exchange Board of India (SEBI), the Company has obtained Secretarial Compliance Report, from Practicing Company Secretaries on compliance of all applicable SEBI Regulations and circulars / guidelines issued thereunder and copy of the same shall be submitted with the Stock Exchanges within the prescribed due date.

The observations and comments given by the Secretarial Auditor in their Report are self-explanatory and hence do not call for any further comments under Section 134 of the Act.

Secretarial Standards

During the year under review, the Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

Maintenance of Cost Records

The Central Government has not specified maintenance of cost records, for any of the products of the Company, under Section 148(1) of the Act.

Annual Return

As required under Section 134(3)(a) of the Act, the Annual Return for the financial year 2022-23 is put up on the Company''s website and can be accessed at https://www.reliancehomefinance.com/investor-relations-Annual Return 2022-23.

Particulars of Employees and related disclosures

(a) Employees Stock Option Scheme

Employees Stock Option Scheme (ESOS Scheme) was

approved and implemented by the Company and Options were granted to the employees in accordance with guidelines applicable to ESOS Scheme.

The Nomination and Remuneration Committee of the Board monitors the Scheme. The existing ESOS Scheme is in compliance with the Act read with Rules made thereunder and the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI Regulations).

A certificate from the Secretarial Auditors of the Company that the ESOS Scheme have been implemented in accordance with the Act and the SEBI Regulations and as per the resolution passed by the members of the Company authorising issuance of the said Options shall be placed before the Members at the ensuing Annual General Meeting. The details as required to be disclosed under SEBI Regulations are put on the Company''s website at https://www.reliancehomefinance.com/investor-relations.

(b) Other Particulars

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 201 4, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annual Report, which forms part of this Report.

Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are also provided in the Annual Report, which forms part of this Report.

However, having regard to the provisions of second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The said information is available for inspection up to the date of the Meeting on the website of the Company. Any member interested in obtaining the same may write to the Company Secretary and the same will be furnished on request.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company is a Housing Finance Company and does not involve in any manufacturing activity, most of the information as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. However, the information as applicable has been given in Annexure - B forming part of this Report.

Corporate Governance

The Company has adopted ''Reliance Group - Corporate Governance Policies and Code of Conduct''. The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations and the RBI Directions (earlier Housing Finance Companies - Corporate

Governance (National Housing Bank) Directions, 2016) is presented in separate section forming part of this Annual Report.

A Certificate from M/s. Aashish K. Bhatt & Associates, Practicing Company Secretaries, confirming compliance to the conditions of Corporate Governance as stipulated under Para E of Schedule V of the Listing Regulations, is enclosed to this Report.

Ombudspersons & Whistle Blower (Vigil Mechanism)

The Company has formulated an Ombudspersons & Whistle Blower (Vigil Mechanism) Policy to address the genuine concerns, if any, of the Directors and employees of the Company. The policy has been overseen by the Audit Committee. No person has been denied for direct access to the Chairperson of the Audit Committee. The details of the same have been stated in the Report on Corporate Governance and the policy can be accessed on the Company''s website.

Risk Management

The Company has laid down a Risk Management Policy, defining Risk profiles involving Strategic, Technological, Operational, Financial, Credit, Organisational, Legal and Regulatory risks within a well-defined framework. The Risk Management Policy acts as an enabler of growth for the Company by helping its businesses to identify the inherent risks, assess, evaluate and monitor these risks continuously and undertake effective steps to manage these risks.

The Risk Management Committee (RMC) comprises of Ms. Chhaya Virani, Ms. Rashna Khan, Mr. Sushilkumar Agrawal, Mr. Ashok Ramaswamy, Mr. Ashish Turakhia and Mr. Sudeep Ghoshal as Members, the Committee periodically reviews the robustness of the Risk Management Policy. The periodical update on the risk management practices and mitigation plan of the Company are presented to the Audit Committee and Board of Directors. The Audit Committee and Board periodically review such updates and findings and suggest areas where internal controls and risk management practices can be improved. More details on Risk Management indicating development and implementation of Risk Management Policy including identification of elements of risk and their mitigation are covered in Management Discussion and Analysis section, which forms part of this Report.

Asset Liability Committee (ALCO) consisting of senior management executives, monitors liquidity and interest rate risks of the Company. The functioning of ALCO is reviewed by the RMC which meets quarterly and reports to the Board of Directors.

To enable resilient models for working and conducting business during times of uncertainty and crisis, the Company has business continuity plan (BCP) in place since 2013. The Company manages risks and build business continuity plans that allow us to focus on resilience in our day-to-day business operations. The Company has invoked BCP from March 18, 2020 after assessing the magnitude of the impact caused by the COVID-1 9 and are providing strategic support to ensure continuation of critical activities. The Company has ensured protecting employee''s health and safety by implementing work-from-home and at the same time ensuring continuation of business operations. The businesses are greatly adjusting to the changing needs of

its employees, customers and suppliers while navigating the financial, operational and cyber security challenges during and post COVID-19.

Compliance with provisions of the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity of women employees and it has in place a policy which provides for protection against sexual harassment of women at work place and for prevention and redressal of such complaints. During the year, no such complaints were received. The Company has also constituted an Internal Complaint Committee under the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013.

Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility (CSR) Committee in compliance with the provisions of Section 1 35 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Committee has formulated a Corporate Social Responsibility Policy (CSR policy). The CSR policy may be accessed on the Company''s website at the link: https://www.reliancehomefinance.com/corporate-governance/policies.

Presently, the CSR Committee consists of Ms. Chhaya Virani, Mr. Ashok Ramaswamy and Mr. Ashish Turakhia as Members. The disclosures with respect to CSR activities is given in Annexure - C.

During the year 2022-23, the Company is not required to spend on CSR expenditure pursuant to the provisions of Section 135 of the Act.

Order, if any, passed by Regulators or Courts or Tribunals

Following Orders were passed by Regulators or Courts or Tribunals:

(a) A common Order was passed on June 21, 2021 by the Hon''ble National Company Law Tribunal, (NCLT) Mumbai Bench, in the matter of C.P. No. 138 of 2020, IDBI Trusteeship Services Limited versus Reliance Home Finance Limited and C.P. No. 139 of 2020, IDBI Trusteeship Services Limited versus Reliance Capital Limited & Ors, allowing the Applications filed under Section 71(10) of the Companies Act, 2013 directing redemption of debentures. The Company had preferred appeals against the said Orders before the Hon''ble National Company Law Appellate Tribunal (NCLAT), New Delhi. In the matter of Appeals i.e. Company Appeal (AT) No.70 of 2021 and Company Appeal (at) No.71 of 2021, the Hon''ble Bench on July 9, 2021 was pleased to direct the parties to maintain status quo on the impugned orders dated June 21, 2021 passed by the NCLT, Mumbai Bench.

Arguments in the matter were completed on April 17, 2023. The Tribunal observed that the NCLT Order dated June 21, 2023 suffered from infirmity as the ICA lenders were not given a proper opportunity to be heard and therefore allowed the appeal remanding the matters back to NCLT, Mumbai. The matter is pending before NCLT.

(b) In the matter of Commercial Suit (Commercial Suit No.27568 of 2021) R. K. Mohatta Family Trust versus Reliance Home Finance Limited & Others the Hon''ble Bombay High Court was pleased to pass an order on March 31, 2022 directing that the meeting of the Debenture Holders be called under all the Debenture Trust Deeds within two weeks of the order. Since there prevailed certain rectifications in the order, the order for speaking to the minutes was passed on April 6, 2022. The notice for conducting the meeting of Debenture Holders on May 13, 2022 has already been issued by IDBI Trusteeship Services Limited (Debenture Trustee).

The Hon''ble High Court rejected the I.A. No. (L) 33514 of 2022 filed by the Company for approval of the resolution plan as done in the case Rajkumar Supra on the ground that its powers under Section 151 of the Civil Procedure Code, 1908 are narrower. The Company had filed an appeal against the said impugned order dated December 16, 2022 passed by Hon''ble High Court of Judicature at Bombay by way of a Special Leave Petition before the Hon''ble Supreme Court of India. The Hon''ble Supreme Court of India was pleased to allow the implementation of the resolution plan proposed by Authum Investment & Infrastructure Limited (the "Resolution Applicant") vide its order dated March 3, 2023. The dissenting debenture holders were granted liberty to stand out of the plan and pursue legal remedies. The resolution plan has been successfully implemented.

A contempt proceeding has been initiated by certain Debenture Holders on the premises that having invested '' 5 lakhs and below in the debentures of RHFL, they are entitled for repayment of 100% of their principal investment as per the resolution plan that stood approved vide the order dated March 3, 2023 of the Hon''ble Supreme Court of India.

(c) Pursuant to Order dated November 20, 2019 passed by the Hon''ble Delhi High Court in the matter of OMP(I) COMM.419/2019 and OMP(I) COMM. 420/2019 (Always Remember Properties Private Limited (Petitioner) versus Reliance Home Finance Limited & Ors), the Company is prohibited to dispose off, alienate, encumber either directly or indirectly or otherwise part with the possession of any assets.

Further, as per the order dated December 21, 2022, the Hon''ble Delhi High Court directed the Company to deposit ''46 crore directly in the account of the Petitioner and ''154 crore in the account of the Hon''ble Delhi High Court. Pursuant to the same, all the criminal matters pertaining to Always Remember Properties Private Limited (ARPPL) were withdrawn and ARPPL was made a party to InterCreditor Agreement (ICA).

(d) In the matter of O.A. 478 of 2022 filed by Canara Bank, the Ld. DRT-I Mumbai had passed an order restraining the Company from dealing with or disposing off secured assets or such other assets and properties disclosed, pending hearing and disposal of the present O.A. The matter was listed on March 24, 2023 wherein the matter was withdrawn by Canara Bank with liberty to file fresh O.A.

alongwith liberty on limitation in case payment is not done as per the resolution plan.

(e) The Company had filed writ petition with the Hon''ble Delhi High Court challenging Punjab National Bank''s wrongful action of classifying the Company''s account as a ''fraud''. The Hon''ble Delhi High Court had passed an order restraining Punjab National Bank from taking any coercive action and directed categorization of Company as ''Fraud'' be kept in abeyance. Bank of Baroda, State Bank of India, Federal Bank, Indian Bank, Bank of Maharashtra, HDFC Bank, Union Bank of India and Axis Bank Limited had also categorised Company''s account as a fraud. The Hon''ble High Court of Delhi also passed similar order(s) and extended the stay on said banks as well. The Company had filed writ petitions against all the abovementioned Bank(s) that had declared Company''s account as fraud.

Following the Judgement of Hon''ble Supreme Court of India, the Hon''ble Delhi High Court by an order dated May 1 2, 2023 had set aside the action of classifying Company''s account as a fraud account by Punjab National Bank, Federal Bank, Indian Bank, State Bank of India, HDFC Bank, Bank of Maharashtra, Axis Bank and Union Bank of India under the Master Directions on Frauds dated July 1, 2016, issued by the Reserve Bank of India (RBI Master Directions). However, in the matter of Writ Petition No. 5280/2020 Reliance Home Finance Limited versus Bank of Baroda (BoB), BoB submitted that they have complied with the principles of natural justice and the opportunity of heard was provided to BoB.

The Company had also received a communication as regards ICICI Bank Limited classifying the Company''s account as Fraud. Similar matter was covered by the above referred orders wherein the matter was sub-judice and with order dated May 12, 2023 had set aside the action of classifying Company''s account as a fraud account under said RBI Master Directions.

(f) SEBI had issued an Interim Order cum Show Cause Notice dated February 1 1, 2022 under Sections 11(1), 11(4) and 1 1 B(1) of the SEBI Act, 1992 ("Notice") against the Company, its individual promoter and the then Key Managerial Personnel ("Noticees") and has restrained the Noticees from buying, selling, or dealing in securities, either directly or indirectly, in any manner whatsoever until further notice. Further, Individual Noticees have been restrained from associating themselves with any intermediary registered with SEBI, any listed public company or from acting as a director / promoter of any public company which intends to raise money from the public, till further notice. By the said order, the Noticees have been called upon to show cause as to why suitable directions / prohibitions under Section 11 (4) and 1 1 B of the SEBI Act, and penalty under Sections 11(4A), Section 11B(2) read with Section 1 5HA and/or 15HB of the SEBI Act should not be imposed on them. Given that the order is an interim order, no financial implication can be ascertained at such a premature stage. The Company has engaged a legal advisor in the said matter and in consultation with the legal advisors had filed its response to the said Notice

after taking into consideration the transfer of Company''s business undertaking to Reliance Commercial Finance limited, a wholly owned subsidiary of Authum Investment & Infrastructure Limited (Resolution Applicant), pursuant to RBI Circular No. RBl/2018-19/ 203, DBR.No.BP. BC.45/21.04.048/2018-19 dated June 7, 2019 on Prudential Framework for Resolution of Stressed Assets, the order of Supreme Court of India dated March 3, 2023 and the special resolution passed by the shareholders dated March 25, 2023.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls across the organization. The same is subject to review periodically by the internal audit cell for its effectiveness. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

General

During the year under review there were no reportable events in relation to issue of equity shares with differential rights as to dividend, voting or otherwise, issue of sweat equity shares to the Company''s Directors or Employees and proceedings pending under the Insolvency and Bankruptcy Code, 2016.

Acknowledgement

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, debenture holders, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff.

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Mar 31, 2017

Dear Shareowners,

The Directors have pleasure in presenting the 9^th Annual Report and the audited financial statement for the financial year ended March 31, 2017.

Financial Results

The performance of the Company for the financial year ended March 31, 2017 is summarised below:

(Rs. in crore)

Particulars	Financial Year ended March 31, 2017	*Financial Year ended March 31, 2016
Total revenue	1,144.68	815.03
Profit before Depreciation & Tax	144.86	137.42
Less: Depreciation and Amortisation	7.06	0.72
Profit before Tax	137.80	136.70
Current Tax	-	51.67
(Reversal)/Income Tax for Earlier year	(9.57)	-
Deferred Tax/(Credit)	(25.22)	(1.72)
Net Profit after Tax	172.59	86.75
Transfer to Debenture Redemption Reserve	48.52	-
Amount transferred to Special Reserve Fund	34.52	17.35

*Previous year figures has been regrouped / reclassified wherever necessary

Financial Performance

The Company gross income for the financial year ended March 31, 2017 increased to Rs.1,144.68 crore, from Rs.81 5.03 crore in the previous year, increase of 40 per cent. The profit before tax of the Company increased to Rs.1 37.80 crore during the year as against Rs.136.70 crore in the previous year. The net profit for the year increase by 98 per cent to Rs.172.59 crore from Rs.86.75 crore in the previous year. The Company continued its robust growth. Assets under Management (AUM) were at Rs.11,174 crore as at March 31, 2017 as against Rs.7,358 crore as at March 31, 2016.

Dividend

Your Directors have recommended a dividend of Rs.0.50 (5 per cent) per equity share each of Rs.10 aggregating to Rs.6.97 crore (inclusive of dividend tax) for the financial year ended March 31, 2017, which if approved at the ensuing 9^th Annual General Meeting (AGM), will be paid to all those equity shareholders whose name appear in Register of Members as on the date of ensuing AGM i.e. July 24, 2017.

Scheme of Arrangement

The Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1 956 (the ‘Scheme’) for demerger of Credit Business of India Debt Management Private Limited into the Company has been approved by the National Company Law Tribunal, Mumbai Bench vide its Order dated April 5, 201 7. The Scheme was made effective from April 21, 201 7 with the Appointed Date being March 31, 2016.

During the year under review, your Directors had approved the Scheme of Arrangement under Sections 391 to 394 of the Companies Act, 1956 for demerger of “Real Estate Lending Business” of its holding company viz. Reliance Capital Limited (RCL) into the Company (the ‘Scheme’). The Appointed Date for the Scheme is April 1, 2017. The Scheme is subject to requisite approvals, including sanction of the National Company Law Tribunal. Upon the demerger getting approved the Company shall issue and allot, at par, to all equity shareholders of RCL 1 (One) fully paid Equity share of the Company for every 1 (One) fully paid-up Equity share held in RCL. Subsequently the Company will list its Equity shares on the Stock Exchanges.

Management Discussion and Analysis

Management Discussion and Analysis Report for the year under the review as stipulated under the Housing Finance Companies -Corporate Governance (National Housing Bank) Directions, 201 6 is presented in a separate section forming a part of this Annual Report.

Public Issue of Non-Convertible Debentures

During the year under review, your Company had made the public issue of Non-Convertible Debentures (“NCDs”) with a base issue size of Rs.1,000 crore through the Shelf Prospectus and Tranche 1 Prospectus both dated December 1 5, 201 6. The issue was subscribed by over three times of the base issue size. The offer was opened from December 22, 201 6 to January 6, 201 7 which was closed early on December 23, 2016. The Company has allotted 2,61,82,741 Secured NCDs and 43,57,093 Un-secured NCDs of face value of Rs.1,000 each, aggregating to Rs.3,053.98 crore on January 3, 2017. These NCDs have been listed on BSE Limited and National Stock Exchange of India Limited.

Issuance of Non-Convertible Debentures (NCDs) on private placement basis

NCDs issued through private placement were paid / redeemed by the Company on their respective due dates and there were no instances of any NCDs which have not been claimed by the investors or not paid by the Company after the date on which the NCDs became due for redemption. The NCDs are listed on the Wholesale Debt Market (WDM) Segment of BSE Limited.

Commercial Paper

Commercial Paper outstanding amount stood at Rs.953.68 crore as on March 31, 2017. The Commercial Paper program of the Company enjoys a rating of A1 by ICRA Limited, signifying highest degree of safety for timely servicing of debt obligations.

Capital Structure

The Company’s Authorised Share Capital has been increased to Rs.600 crore divided into 55,00,00,000 equity shares of Rs.10 each and 5,00,00,000 preference shares of Rs.10 each. During the year under review, your Company has allotted 5,00,00,000 equity shares of Rs.10 each at a premium of Rs.30 per equity share to its holding company viz. Reliance Capital Limited. Accordingly, the issued, subscribed and paid-up Share Capital of your Company stood at Rs.115.82 crore.

Capital Adequacy Ratio

Your Company’s Capital to Risk Assets Ratio (CRAR) calculated in line with the NHB Directions stood at 19.24 per cent, well above the regulatory minimum requirement of 12 per cent. Your Company’s asset size is Rs.1 1,305 crore.

Deposits

The Company has neither accepted nor renewed any fixed deposits during the year.

Particulars of Loans, Guarantees or Investments

Pursuant to Section 186(11) of the Companies Act, 2013 (the “Act”) loans made, guarantee given and security provided by a Housing Finance Company in the ordinary course of its business are exempted from disclosure in the Annual Report.

Subsidiary and Associate companies

The Company does not have any subsidiary or associate company

Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the Act.

Shri Ravindra Sudhalkar and Shri Amit Bapna were appointed as Additional Directors with effect from April 24, 2017. The Company has received the notices in writing from a member proposing their candidature for the office of Directors. It is proposed to appoint Shri Ravindra Sudhalkar as an Executive Director and Shri Amit Bapna as a Director at the ensuing AGM of the Company.

In terms of the provisions of the Act, Shri Gautam Doshi, Director of the Company, retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM.

Shri Soumen Ghosh and Shri K. V. Srinivasan ceased to be the Directors with effect from March 31, 2017 and April 24, 2017, respectively. The Board place on record its deep sense of appreciation for the invaluable contribution made by Shri Soumen Ghosh and Shri K. V. Srinivasan during their tenure as Directors of the Company

Key Managerial Personnel

During the year the following Key Managerial Personnel were appointed in terms of Section 203 of the Act:

Shri Ravindra Sudhalkar - Chief Executive Officer (with effect from October 1, 2016);

Shri Sandip Parikh - Chief Financial Officer (with effect from December 6, 2016); and

Ms. Parul Jain - Company Secretary & Compliance Officer (with effect from December 6, 2016).

Shri Sandip Parikh ceased to be a Manager with effect from September 30, 201 6 and Shri Amrish Shah, Chief Financial Officer and Ms. Ekta Thakurel, Company Secretary & Compliance Officer ceased with effect from December 6, 2016.

Evaluation of Directors, Board and Committees

The Company has devised a policy for performance evaluation of the individual directors, Board and its Committees, which includes criteria for performance evaluation.

Pursuant to the provisions of the Act and Rules made thereunder, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of the Committees of the Board. The Board performance was evaluated based on inputs received from all the Directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc. A separate meeting of the Independent Directors was held during the year for the evaluation of the performance of non-independent Directors and performance of the Board as a whole.

The Nomination and Remuneration Committee has also reviewed the performance of the individual directors based on their knowledge, level of preparation and effective participation in meetings, understanding of their roles as directors, etc.

Policy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management Employees

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes, and independence of a Director. The policy on the above is attached as Annexure - A.

Directors’ Responsibility Statement

Pursuant to the requirements under Section 1 34(5) of the Act with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual financial statement for the financial year ended March 31, 201 7, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. 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 31,201 7 and of the profit of the Company for the year ended on that date;

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors had prepared the annual financial statement for the financial year ended March 31, 201 7 on a ‘going concern’ basis;

v. The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and are operating effectively; and

vi. 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.

Contracts and Arrangements with Related Parties

AH contracts / arrangements / transactions entered into / by the Company during the financial year under review with related parties were on an arm’s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions were placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee was obtained for transactions which were mainly of repetitive nature. The transactions entered into pursuant to the omnibus approval so granted were reviewed and statements giving details of all related party transactions were placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis. None of the Directors had any pecuniary relationship or transactions vis-a-vis the Company. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website.

Your Directors draw attention of the members to Note No.37 to the financial statement which sets out related party disclosures.

Material Changes and Commitments, if any, affecting the financial position of the Company

There were no material changes and commitments affecting the financial position of the Company

Meeting of the Board

During the year, twelve Board Meetings were held, details of which are given in a separate section forming part of this Annual Report.

Audit Committee

The Audit Committee of the Board consists of Independent Directors namely Shri Padmanabh Vora and Ms. Deena Mehta, and Non-Independent Directors namely Shri Gautam Doshi and Shri Amit Bapna. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

The details of Board and its Committees are given in a separate section forming part of this Annual Report.

Auditors and Auditor’s Report

As per the provisions of the Act, the period of M/s. Chaturvedi & Shah, Chartered Accountants, Statutory Auditors of the Company, expires at the conclusion of the ensuing AGM.

It is proposed to appoint M/s. Price Waterhouse & Co Chartered Accountants LLP, as Auditors of the Company, for a term of 5 (five) consecutive years. M/s. Price Waterhouse & Co Chartered Accountants LLP, have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditors’ Report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Board of Directors had appointed Aashish K. Bhatt & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company. There is no qualification, reservation or adverse remark made in their Secretarial Audit Report. The Audit Report of the Secretarial Auditor is attached as Annexure - B.

Extract of Annual Return

Extract of the Annual Return of the Company in form MGT-9 is attached as Annexure - C.

Particulars of Employees and related disclosure

In terms of provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in said Rules are provided in Annexure to the Directors’ Report. However, having regard to the provisions of Section 1 36 of the Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. The said information is available for inspection at the registered office of the Company on all working days, except Saturdays between 11:00 A.M. and 1:00 P.M. up to the date of the AGM and any member interested in obtaining the same may write to the Company Secretary. Upon such request, the information shall be furnished.

Disclosures relating to the remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are provided in Annexure - D.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company is a Housing Finance Company and does not involve in any manufacturing activity, most of the information as required under Section 1 34(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. However the information as applicable has been given in Annexure - E forming part of this Report.

Corporate Governance

The Company has adopted “Reliance Group-Corporate Governance Policies and Code of Conduct” which sets out the systems, process and policies conforming to the international standards and the Housing Finance Companies - Corporate Governance (National Housing Bank) Directions, 2016, as amended, from time to time.

Vigil Mechanism

In accordance with Section 177 of the Act, the Company has formulated a Vigil Mechanism to address the genuine concerns, if any, of the directors and employees.

Risk Management

The Company has in place a robust Risk Management Policy defining risk profiles involving strategic, technological, operational, financial, organisational, legal and regulatory risk within a well defined framework. The Risk Management Policy acts as an enabler of growth to the Company by helping its business to identify the inherent risks, assess, evaluate and monitor these risks continuously and undertake effective steps to mitigate and manage these risks.

A Risk Management Committee periodically reviews the robustness of Risk Management Policy.

Compliance with provisions of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to uphold and maintain the dignity of woman employees and it has in place a policy which provides for protection against sexual harassment of women at work place and redressal of such complaints. During the year no such complaints were received.

Corporate Social Responsibility

The Company has constituted Corporate Social Responsibility Committee in compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The Corporate Social Responsibility Committee has formulated a Corporate Social Responsibility Policy (CSR policy) indicating the activities to be undertaken by the Company. The CSR policy may be accessed on the Company’s website.

The disclosures with respect to CSR activities is given in Annexure - F,

Orders, if any, passed by the Regulators or Courts or Tribunals

No orders have been passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controls across the organisation. The same is subject to review periodically by the internal audit cell for its effectiveness. During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

Acknowledgement

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from shareholders, debenture holders, debenture trustee, bankers, financial institutions, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, resulting in the successful performance of the Company during the year,

For and on behalf of the Board of Directors

Amit Bapna Ravindra Sudhalkar

Director Executive Director & CEO

Mumbai July 17, 2017

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Mar 31, 2015

Directors Report

Dear Members,

The Board of Directors of your Company take great pleasure in presenting the Seventh Annual Report on the business and operations of your Company together with the Audited Financial Statements for the financial year ended 31st March, 2015.

Financial results

The standalone performance of your Company for the Financial Year 2014-15 is summarized as below:

_(Rs, in Crores)

Particulars	Financial Year Ended |
	31-03-2015	31/03/2014
Income from Business Operations	500.95	422.82
Other Income	11.65	6.89
Total Income	512.60	429.71
Profit/(loss) before Depreciation & Tax	105.94	66.23
Less: Depreciation	0.03	0.19
Less: Provision for Income Tax (including for earlier years)	32.53	22.13
Less: Provision for Deferred Tax	4.32	0.52
Net Profit/(Loss) After Tax	69.06	43.39
Add: Profit/(Loss) brought forward from previous year	114.53	79.82
Less: Dividend Distribution (including Interim)	-	-
Less: Amount Transferred to General Reserve	-	-
Less: Amount Transferred to Special Reserve	13.81	8.68
Profit/(Loss) carried to Balance Sheet	169.78	114.53
Earnings per share (Basic & Diluted)	10.49	6.59

*Previous year’s Figures have been regrouped / rearranged wherever necessary.

Material changes and commitments affecting the Financial position of the Company

There were no material changes and commitments affecting the financial position of the Company occurred

between the end of the financial year to which this financial statements relate and the date of this report.

Particulars of Loans, Guarantees or Investments as on March 31, 2015.

Pursuant to Section 186(11) of the Companies Act, 2013 loans made, and acquisition of Securities by a Housing Finance Company in the ordinary course of its business are exempted from disclosure in the Annual Report.

Particulars of contracts or arrangements made with related parties:

All contracts/arrangements/transactions entered into/by the Company during the financial year under review with related parties were on arm’s length basis and in the ordinary course of business. There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at

All Related Party Transactions were placed before the Audit Committee. Prior approval of Audit Committee and Board was taken for purchase of immovable property from Reliance Capital Limited. Details of all related party transactions were placed before the Audit Committee for their approval on quarterly basis.

Subsidiaries, Joint ventures and Associate Companies:

The Company does not have any Subsidiary, Joint venture or Associate Company.

Change in the nature of Business:

There has been no change in the nature of Business during the year under review.

Deposits

Your Company has neither accepted / renewed any deposits from public during the year nor has any outstanding Deposits in terms of Section 76 of the Companies Act, 2013.

Share Capital

As on 31st March, 2015, the issued, subscribed and paid up share capital of your Company stood at Rs, 658,200,000/-, comprising of 6,58,20,000 Equity shares of Rs,10/- each. During the year, the Company has not allotted any shares. The Company has neither issued shares with differential voting rights nor granted any stock options or sweat equity or Bonus Shares. Further, the Company has not bought back any of its securities during the year under review.

Dividend

The Directors of the Company has not recommended any dividend during the year.

Issue of Equity Shares with differential rights

The Company has neither issued shares with differential voting rights nor granted any stock options or sweat equity or Bonus Shares. Further, the Company has not bought back any of its securities during the year under review.

Internal Financial Controls

The internal financial controls with reference to the financial statements commensurate with the size and nature of business of the Company. Further, the Directors oversee the adequacy of internal controls through Audit Committee.

In addition to Internal Audit, the Company has implemented well established internal financial practices, tools for mitigating non-compliance, risk and internal Code of Business Conduct in order to ensure adequate internal financial control of the Company.

The details of the Meetings and participation of the Board members of the Company are as under;

Meetings of the Board __

Naino of the Director	April 30, 2014	July 23, 2014	September 8, 2014	November 3, 2014	February March March Total 3,2015 17, [24,2015
Mrs. Deena Mehta*	NA	NA	NA	NA	NA	NA	Yes	1
Mr. Padmanabh Vora	Yes	Yes	Yes	Yes	Yes	Yes	Yes	7
Mr. Gautam Doshi	Yes	Yes	Yes	Yes	Yes	Yes	Yes	7
Mr. Soumen Ghosh	Yes	Yes	Yes	Yes	Yes	Yes	Yes	7
Mr. K. V. Srinivasan	Yes	Yes	Yes	Yes	Yes	Yes	Yes	7

*Mrs. Deena Mehta was appointed on March 24, 2015 at the Extra Ordinary General Meeting. Audit Committee_

Name Director	of the	April 30, July 2014 2014		23, September 8, 2014		November 3, 2014	February March Total 3,2015 24,
Mrs. Deena Mehta**		NA	NA		NA	NA	NA	Yes	1
Mr. Padmanabh Vora		Yes	Yes		Yes	Yes	Yes	Yes	6
Mr. Gautam Doshi		Yes	Yes		Yes	Yes	Yes	Yes	6
Mr. Soumen Ghosh*		Yes	Yes		Yes	Yes	Yes	NA	5

*Mr. Soumen Ghosh tendered his resignation from the membership of Audit Committee with effect from March 24,2015.

**Mrs. Deena Mehta was appointed on March 24, 2015 at the Extra Ordinary General Meeting of the Company.

Non-Convertible Debentures (NCD) Committee Meetings _

Name of the Director	June 28, 2014	October 31. 2014	January 23,2015	Total
Mr. K. V. Srinivasan	Yes	Yes	Yes	3
Mr. Soumen Ghosh	Yes	Yes	Yes	3

Corporate Social Responsibility (CSR) Committee

Name of the Director March 17, 2015			Total
Mr. Padmanabh Vora	Yes			1
Mr. Soumen Ghosh	Yes			1
Mr. Gautam Doshi	Yes			1

Directors

During the year under review, Mrs. Deena Mehta has been appointed as an Independent Director for a term of 5 (five) years with effect from March 24, 2015. In the opinion of the Board and as confirmed by her, she fulfils the conditions specified in section 149(6) of the Act and the Rules made thereunder about her status as Independent Director of the Company. Mr. K. V. Srinivasan who retires at this Annual General Meeting by rotation and being eligible offers himself for re-appointment.

Key Managerial Personnel

Mr. K. Suresh Kumar (Manager) and Mrs. Neena Parelkar (Company Secretary) recognized as Key Managerial Personnel of the Company in terms of Section 203 of the Companies Act, 2013 have resigned w.e.f. March 28, 2015 and December 24, 2014 respectively. Ms. Roopa Ravinath Joshi was appointed on July 23, 2014 as Chief Financial Officer of the Company. As per Section 203 of the Companies Act, 2013, as on March 31, 2015, the Company was in the process of appointing a Manager and the Company Secretary.

Directors Responsibility Statement

Your Directors would like to inform that the audited accounts containing the Financial Statements for the year ended March 31, 2015 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.

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, 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 at the end of the financial year and of the profit and loss 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 this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(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.

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

Declaration of Independent Directors

The Independent Directors have submitted their disclosures to the Board of Directors that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as the Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

Annual Evaluation

A separate meeting of the Independent Directors was also held during the year for evaluation of the performance, of non-independent Directors of the Board as whole.

Remuneration Policy of the Company

The Nomination and Remuneration Committee of the Board has devised a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Employees and their Remuneration. The Committee has formulated the criteria for determining qualifications, positive attributes and independence of a Director. The policy on the above is attached as ‘Annexure -1’.

Audit Committee

The Audit Committee consists of the following members:

Sr No. I	Name i	Category . i	Position
1	Mr. Padmanabh Vora	Independent Director	Chairman
2	Mrs. Deena Mehta	Independent Director	Member
3	Mr. Gautam Doshi	Non-Executive Director	Member

During the year under review the Board of Directors has accepted all the recommendations of the Audit Committee and there have been no dissenting views.

Vigil Mechanism

The Company has adopted a Whistle Blower Policy in line with the provisions of Section 177 of the Companies Act, 2013, which aims to provide a mechanism for reporting instances of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy.

Risk Management policy of the Company

The Company has in place a mechanism to identify, assess, evaluate, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company’s competitive advantage.

Corporate Social Responsibility

The Company has developed and implemented the following Corporate Social Responsibility initiatives during the year under review.

The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 on Company’s CSR activities is furnished in ''Annexure II’ and attached to this report.

Secretarial Audit

In compliance of the provisions of Section 204 of the Companies Act, 2013, your Directors have appointed Aashish K. Bhatt & Associates, Practicing Company Secretaries, as Secretarial Auditors of the Company. The Audit Report given of the Auditor Report given by Aashish K. Bhatt & Associates, a Company Secretary in Practice is enclosed in ‘Annexure IV’.

Auditors and Auditors Report

M/s Chaturvedi & Shah, Chartered Accountants, were appointed as Statutory Auditors in the Annual General Meeting held on September 25, 2014 upto the conclusion of next Annual General Meeting. Their continuance of appointment and payment of remuneration are to be confirmed and approved in the ensuing Annual General Meeting. The Company has received a certificate from the above Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. The notes to the accounts referred to in Auditors Report are self-explanatory and do not call for any further comments. The Statutory Auditors Report does not contain any qualification, reservation or adverse remark.

There were no frauds reported to have been committed by employees or officers of the Company. The statutory auditors of the Company have vide their report of even date confirmed that no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

Annual Return

The Extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure III and is attached to this Report.

Significant and material orders passed by the regulators or courts or tribunals

There were no significant/material orders passed by the judicial or quasi Judicial Authority which affects the going concern status of the Company and its future operations.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and outgo

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or outflow during the year under review.

(A) Conservation of Energy and Technology Absorption

Considering the nature of activities being carried on by the Company, it is not mandatory to report details about measures taken by Company for conservation of energy and technology absorption. The Company being operates in service sector the human resource is assets to the Company and it strives to develop the same.

(B) Foreign Exchange Earnings and Outgo

There are no Foreign Currency Earnings and expenses by the Company during the year under review in line with the RBI guidelines on Capital and Provisioning Requirements for Exposures to entities with “Unhedged Foreign Currency Exposure” issued vide circular DBOD.NO.BP.BC.85/21.06.200/2013-14 dated January 15, 2014.

Disclosures as per the Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013:

The following is the summary of sexual harassment complaints received and disposed off during the financial year 2014-2015: o No of Complaints received, if any : Nil o No of Complaints disposed off : Nil

Acknowledgements

Your Directors place on record their sincere thanks to bankers, business associates, consultants, and various Government. Authorities for their continued support extended to your Company’s activities during the year under review. Your Directors deeply appreciate the committed efforts put in by employees at all levels, whose continued commitment and dedication contributed greatly to achieving the goals set by your Company. Your Directors also acknowledge gratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board of Directors

Mr. Soijmen Ghosh Mr. K. V. Srinivasan

Director Director

Date: September 10, 2015

Place: Mumbai

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Mar 31, 2014

To The Members,

The Directors have pleasure in presenting the 6^lh Annual Report, together with the audited Statement of Accounts of the Company for the financial year ended March 31,2014.

Financial Results:

A snapshot of the financial performance of the Company for the Financial Year ended March 31,2014 is as under:

(Rupees in Crore)

Particulars	Amount	Amount
	FY 2013-14	FY 2012-13
Gross Income	429.71	361.14
Gross Profit / (Loss)	66.22	42.18
Less: Depreciation	0.18	, 0.16
Profit before tax	66.04	42.02
Provision for Taxation	22.66	14.54
Net Profit	43.39	27.48
Less: Cumulative Preference Dividend	0.00	0.29
Dividend Distribution Tax	0.00	0.04
Add: Profit / (Loss) brought forward from the previous year	79.82	58.16
Profit available for Appropriation	123.21	85.31
Transfer to Special Reserve Fund	8.68	5.49
Balance carried forward	114.53	79.82

Financial Performance and Review of Business:

The Company’s gross income for the financial year ended March 31,2014 increased to Rs. 429.71 Crore from Rs. 361.82 Crore in the previous year, recording a growth of 18.76 per cent. The gross profit amounted to Rs.66.04 Crore registering an increase of 57.16% against the previous year. Depreciation increased minutely to Rs. 0.18 Crore. The provision for taxation during the year was Rs.22.66 Crore. The net profit for the year was Rs.43.39 Crore. During the year, company did not declare any dividend. An amount of Rs. 8.68 Crore was transferred to the Special Reserve Fund pursuant to section 29-C of the National Housing Bank Act, 1987, during the year under review.

Resources and Liquidity:

We understand that liquidity in balance sheet has to balance between earning adequate returns and the need to cover financial and business risks. During the year under review, the Company has raised Rs.750 Crore as Term Loans from various Banks. It has repaid Rs. 531.26 Crore worth of Term Loans from the balance outstanding as at the beginning of the year. The company redeemed commercial papers of Rs. 310.00 Crore and issued commercial papers worth Rs. 495 Crore during the current year. The company has also issued Secured Non Convertible Debentures of Rs.216.80 Crore and Unsecured Non Convertible Debentures of Rs.30.00 Crore during the current financial year which has been listed on Wholesale Debt Segment (WDM) of Bombay Stock Exchange (BSE) Limited.

Deposits:

The Company is registered with National Housing Bank as a Housing Finance Institution not accepting public deposits and hence, has not accepted any public deposits during the year.

Directors:

Shri Soumen Ghosh, Director of the Company, who retires by rotation as per the provisions of the Companies Act, 1956 and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Audit Committee:

As per the requirements of section 292A of the Companies Act, 1956, the Company has an Audit Committee comprising of the following Directors:

Shri Soumen Ghosh Shri Gautam B Doshi Shri Padmanabh P. Vora

During the Financial Year 2013-14, the Audit Committee of the Board met 4 times, once in every quarter.

Directors’ Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed that: -

(i) in the preparation of the accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2014, and of the profit of the Company for the year under review;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the accounts for the financial year ended March 31, 2014 on a ‘going concern’ basis.

Auditors and Auditors’ Report:

M/s Chaturvedi & Shah, Chartered Accountants, hold office as Statutory Auditors of the Company until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company has received letters from M/s Chaturvedi & Shah, Chartered Accountants to the effect that they are not disqualified for such appointment within the meaning of section 141 (3) (g) of the Companies Act, 2013.

The notes to the accounts referred to in the Auditors’ Report are self explanatory.

Particulars of Employees:

The provisions of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees), 2011, the names and other particulars of employees are set out in the Annexure to the Directors^’ Report.

Conservation of Energy. Technology Absorption and Foreign Exchange Earnings and Outgo:

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

(1) Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company.

(2) Foreign Exchange earnings and outgo - During the year under review, company has not made any foreign exchange payment.

Acknowledgements:

Your Directors take this opportunity to thank the National Housing Bank, National Securities Depository Limited (NSDL), Bombay Stock Exchange (BSE) and other regulatory authorities, Company’s Bankers and Financial Institutions, shareholders for their continued support and assistance during the period under review.

The Directors would also like to express their sincere thanks and appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.

For and on behalf of the Board of Directors

Registered Office:

570, Rectifier House,

3rd Floor, Naigaum Cross Road,

Wadala, Mumbai - 400 031

K.V.Srinivasan Soumen Ghosh

Director Director

April 30,2014

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Mar 31, 2013

To The Members,

The Directors have pleasure in presenting the 5^lh Annual Report, together with the audited Statement of Accounts of the Company for the financial year ended March 31,2013.

Financial Results:

A snapshot of the financial performance of the Company for the Financial Year ended March 31, 2013 is as under:

(Rupees in Crore)

Particulars	Amount	Amount
	FY 2012-13	FY 2011-12
Gross Income	361.14	339.16
Gross Profit / (Loss)	42.18	39.81
Less: Depreciation	0.16	0.16
Profit before tax	42.02	39.66
Provision for Taxation	14.54	13.21
Net Profit	27.48	26.45
Less: Cumulative Preference Dividend	0.29	Nil
Dividend Distribution Tax	0.04	Nil
Add: Profit / (Loss) brought forward from the previous year	58.16	37.00
Profit available for Appropriation	85.31	63.45
Transfer to Special Reserve Fund	5.49	5.29
Balance carried forward	79.82	58.16

Financial Performance and Review of Business:

The Company’s gross income for the financial year ended March 31, 2013 increased to Rs. 361.14 Crore from Rs. 339.16 Crore in the previous year, recording a growth of 6.48 per cent. As compared to the previous year, the cost of funds of the company increased by 9.33%. The gross profit amounted to Rs. 42.02 Crore registering an increase of 5.96% against the previous year. Depreciation remained steady at Rs. 0.16 Crore. The provision for taxation during the year was Rs. 14.54 Crore. The net profit for the year was Rs.27.48 Crore. During the year, an interim dividend of Rs. 0.33 Crore (inclusive of dividend distribution tax) was paid to the preference share holders in respect of dividend accumulated on these preference shares @8% for F.Y. 2009-2010 and 2010-2011. An amount of Rs. 5.49 Crore was transferred to the Special Reserve Fund pursuant to section 29-C of the National Housing Bank Act, 1987, during the year under review.

Resources and Liquidity:

We understand that liquidity in balance sheet has to balance between earning adequate returns and the need to cover financial and business risks. During the year under review, the Company has raised Rs. 300 Crore as Term Loans from various Banks. It has repaid Rs. 212.50 Crore worth of Term Loans from the balance outstanding as at the beginning of the year. The company redeemed commercial papers of Rs. 45.00 Crore issued by it last year and further issued commercial papers worth Rs. 25 Crore during the current year. The company has also issued Secured Non Convertible Debentures of Rs.86.00 Crore and Unsecured Non Convertible Debentures of Rs.118.00 Crore during the current financial year which has been listed on Wholesale Debt Segment (WDM) of Bombay Stock Exchange (BSE) Limited.

Deposits:

The Company is registered with National Housing Bank as a Housing Finance Institution not accepting public deposits and hence, has not accepted any public deposits during the year.

Conversion of Preference Shares and change in Capital structure

The Company during the year under review had offered the holders of its Optionally Convertible Redeemable Preference Shares (OCRPS), an option to either get the OCRPS converted into an equivalent number of equity shares in the ratio of 1:1 or redeem them at the redemption price of Rs. 1000 for each OCRPS. Reliance Capital Limited, the sole holder of all the OCRPS issued by the company, exercised the option to get the OCRPS converted into equity shares and hence 29,10,000 equity shares were allotted to them.

The company has reclassified its authorised share capital of Rs.125 Crores (Rupees One Hundred and Twenty Five Crores Only) into 7,50,00,000 Equity Shares of Rs.10/- each amounting to Rs.75 Crores (rupees Seventy Five Crores Only) and 5,00,00,000 Preference Shares of Rs.10/- each amounting to Rs.50 Crores (Rupees Fifty Crores Only).

To enhance its capital base through capitalization of reserves, the Company issued fully paid Bonus shares of Rs. 10 each to its shareholders as on January 28,2013, in the ratio of 1:1.

Dividend:

As per the terms of issue, on conversion of the Optionally Convertible Redeemable Preference Shares into equity shares, the company was required to pay the dividend accumulated on these preference shares @8% for F.Y. 2009-2010 and 2010-2011. Thus on conversion of these preference shares, the company paid preference dividend of Rs.28,56,000/- (Rupees Twenty Eight Lacs Fifty Six Thousand Only) during the current year.

Directors:

Shri Gautam B. Doshi, Director of the Company, who retires by rotation as per the provisions of the Companies Act, 1956 and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting.

Audit Committee:

As per the requirements of section 292A of the Companies Act, 1956, the Company has an Audit Committee comprising of the following Directors:

Shri Soumen Ghosh .

Shri Gautam B Doshi Shri Padmanabh P. Vora

During the Financial Year 2012-13, the Audit Committee of the Board met 4 times, once in every quarter. Directors’ Responsibility Statement:

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956, with respect to Directors’ Responsibility Statement, it is hereby confirmed that: -

(i) in the preparation of the accounts for the financial year ended March 31, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013, and of the profit of the Company for the year under review;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(iv) the Directors have prepared the accounts for the financial year ended March 31, 2013 on a ‘going concern’ basis.

Auditors and Auditors’ Report:

M/s Chaturvedi & Shah, Chartered Accountants, hold office as Statutory Auditors of the Company until the conclusion of die ensuing Annual General Meeting and are eligible for reappointment. The Company has received letters from M/s Chaturvedi & Shah, Chartered Accountants to the effect that they are not disqualified for such appointment within the meaning of section 226 of the Companies Act, 1956.

The notes to the accounts referred to in the Auditors’ Report are self explanatory.

Particulars of Employees:

The provisions of section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975 and the Companies (Particulars of Employees), 2011, the names and other particulars of employees are set out in the Annexure to the Directors’ Report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

Particulars required to be furnished under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are as under:

(1) Part A and B pertaining to conservation of energy and technology absorption are not applicable to the Company.

(2) Foreign Exchange earnings and outgo - During the year under review, company has made a foreign payment of Rs.43,639 (Rupees Forty Three Thousand Six Hundred and Thirty Nine only)

Acknowledgements:

Your Directors take this opportunity to thank the National Housing Bank, National Securities Depository Limited (NSDL), Bombay Stock Exchange (BSE) and other regulatory authorities, Company’s Bankers and Financial Institutions, shareholders for their continued support and assistance during the period under review.

The Directors would also like to express their sincere thanks and appreciation to all the employees for their commendable teamwork, exemplary professionalism and enthusiastic contribution during the year.

For and on behalf of the Board of Directors

K.V.Srinivasan Soumen Ghosh

Director Director

April 17,2013

Registered Office:

570, Rectifier House,

3rd Floor, Naigaum Cross Road,

Wadala, Mumbai - 400 031