Indiabulls Housing Finance Ltd
Directors Reports
Dear Shareholders,
Your Directors are pleased to present the Eighteenth Annual Report of
Indiabulls Housing Finance Limited (hereinafter called as "the
Company","IBH" or Indiabulls Housing) along with the audited statement of
accounts for the financial year ended March 31, 2023.
During FY 2022-23, the global economic landscape continued to remain
challenging. Economies and businesses worldwide had to negotiate the lingering effects of
the COVID-19 pandemic, the conflict in Ukraine, inflationary pressures, and interest rate
hikes.
India witnessed a gradual recovery from the economic disruptions caused
by the COVID-19 pandemic, aided by various policy measures and reforms aimed at supporting
the financial sector. The Reserve Bank of India (RBI) continued to maintain an
accommodative monetary policy stance during this time, aiming to stimulate economic growth
and enhance liquidity in the financial system.
For Indian NBFCs as well, FY 2022-23 was marked by a gradual recovery
from the pandemic-induced disruptions. While challenges persisted in terms of asset
quality and liquidity management, the government and regulators took proactive steps to
support the sector and strengthen its resilience in the face of uncertainties.
Indiabulls Housing maintained strong focus on risk management, closely
monitoring its loan portfolio and shoring up provisioning levels.
In the fiscal year 2022-23, Indiabulls Housing also focussed on
expansion and consolidation of its asset-light business model. The Company also worked on
strengthening and integrating operations, optimizing partnerships with lending
institutions, standardizing procedures, and implementing measures to enhance risk
management.
Financial Highlights (Standalone)
The financial highlights of the Company, for the financial year ended
March 31, 2023, are as under:
[Amt. in ^ Cr]
| Particulars |
Year ended March 31, 2023 |
Year ended March 31, 2022 |
| Profit before Depreciation, amortization and impairment
expense |
1,188.46 |
1,030.30 |
| Less: Depreciation, amortization and impairment expense |
82.65 |
74.40 |
| Profit before Tax |
1,105.81' |
955/96'" |
| Less: Total Tax expense |
286.64 |
259.79 " |
| Profit for the Year |
819.17 |
696.11 |
| Add: brought forward balance# |
6.69 |
-25.20 |
| Amount available for appropriation |
825.86 |
670.91 |
| Appropriations: |
|
|
| Transferred to Reserve I (Special Reserve U/s 29C of the
National Housing Bank Act, 1987) |
163.83 |
139.22 |
| Transferred to Additional Reserve (U/s 29C of theNational
Housing Bank Act, 1987) |
610.00 |
525.00 |
| Balance of Profit Carried Forward* |
52.03 |
6.69 |
#*without adjusting Other Comprehensive Income (OCI) on Remeasurement
gain on defined benefit plan (net of tax) to retained earnings
KEY FINANCIAL HIGHLIGHTS: FY 22-23 (Consolidated)
| Particulars |
FY 22-23 (IndAS) |
FY 21-22 (IndAS) |
| Total Revenues (^ Crores) |
8,725.8 |
8,993.9 |
| NII (Total Income - Finance Cost) (^ Crores) |
3,089.3 |
2,752.3 |
| PAT (^ Crores) |
1,129.7 |
1,177.7 |
| EPS (^) |
25.19 |
26.42 |
| CRAR% (Standalone) |
23.01 |
22.49 |
FINANCIAL AND OPERATIONAL HIGHLIGHTS (CONSOLIDATED)
Business Update
• The Company closed FY 2022-23 with a balance sheet size of ^
74,945 Crores and total loan assets of ^ 67,020 Crores.
• Loan book of the Company stood at R 54,276 Crores at the end of
FY 2022-23.
• The Profit after Tax (PAT) for FY 2022-23, stood at ^ 1,130
Crores.
• The Company has fully operational and maturing co-lending
partnerships with Central Bank of India, Yes Bank, Indian Overseas Bank, Bank of Baroda,
Ratnakar Bank and Punjab & Sind Bank for home loans and with Ratnakar Bank, Central
Bank of India, Canara Bank, Indian Bank, Indian Overseas Bank and Punjab & Sind Bank,
for secured MSME loans.
Strong Capital and Liquidity Position
• The Company's total Capital Adequacy [Standalone IBH] stood at
23.01% with a Tier 1 of 18.39% against regulatory requirement of 15% and 10% respectively.
• The Company's Net Gearing was at 2.2x as at March 31, 2023.
• The Company's Liquidity Coverage Ratio (LCR) stood comfortably
at 108% as at March 31, 2023, against a regulatory requirement of 60%.
Stable Asset Quality
• At a consolidated level, the Company had a strong provisioning
pool of R 1,184 Crores.
• At a consolidated level, gross non-performing loans as of March
31, 2023 amounted to ^ 1,918 Crores.
• At a consolidated level, net non-performing loans as at March
31, 2023 amounted to ^ 1,277 Crores.
State of Company's Affairs
During the year under review, there were no changes in the
nature of business of the Company.
Borrowings from Banks & Financial Institutions other than
Debentures, Securities and ECBs
As on March 31, 2023, the Company's outstanding borrowings other than
debentures, securities and ECBs stood at R 16,818 Crores vis-a-vis ^ 22,124 Crores as on
March 31, 2022.
Debentures and Securities
Debentures and securities formed 36% of the Company's borrowings as at
the end of the fiscal year. There were no commercial papers outstanding as at the year
end. As at March 31, 2023, the Company's consolidated outstanding borrowings, from
debentures and securities stood at R 23,234 Crores visa-vis ^ 28,291 Crores as at March
31, 2022. The Company's secured NCDs have been listed on the Wholesale Debt Market segment
of NSE/BSE and have been assigned 'AA' rating from CRISIL, ICRA, and CARE, and 'AA+'
rating from Brickwork. During FY 2022-23, the Company received a rating revision from
Moody's investor Service. The agency upgraded the Company's rating outlook from 'Negative'
to 'Stable' while reaffirming its Corporate Family Rating at 'B3'.
As at March 31, 2023, the Company's outstanding subordinated debt and
perpetual debt stood at ^ 4,297 Crores and ^ 100 Crores, respectively. The debt is
subordinate to present and future senior indebtedness of the Company and has been assigned
the AA rating by CRISIL, ICRA and CARE and AA+ by Brickwork Ratings, and Perpetual debt
has been assigned 'AA-' rating by CARE and 'AA' from Brickwork. Based on the balance term
to maturity, as at March 31, 2023, ^ 2,206 Crores of the book value of subordinated and
perpetual debt is considered as Tier II, under the guidelines issue's by the Reserve Bank
of India (RBI) and National Housing Bank (NHB), for the purpose of capital adequacy
computation. There are no NCDs which have not been claimed by the investors or not paid by
the Company after the date on which the NCD became due for redemption.
Regulatory Guidelines / Amendments
The Company has implemented / complied with the following new
directions / notifications / circulars issued by the RBI:
• Scale Based Regulations: Classification in Upper Layer
The Reserve Bank of India, circular DOR.CRE.REC.
No.60/03.10.001/2021-22 dated October 22, 2021 on
"Scale Based Regulation" issued a revised regulatory
framework for NBFC's which is applicable to the Company being a NBFC category falling
under upper layer. The companies classified under NBFC-UL are required to implement a
comprehensive scale based regulatory framework covering internal capital adequacy
assessment process (ICAAP), complying with large exposure norms, setting limits for
sensitive sector exposure, enhanced disclosure in annual report, core financial services
etc.
The Company is in compliance with the applicable provisions and
requirements of the RBI / HFC Directions and other directions / guidelines issued by RBI /
NHB as applicable.
Risk Management Framework
With the challenging macroeconomic conditions and uncertainties, there
are heightened risks faced by the Company which can be inherent or market - related risks.
There has been a continuous focus on identifying, measuring and mitigating risks by the
Company. As a non-bank mortgage lender, the Company is exposed to various risks like
credit risk, market risk (interest rate and currency risk), liquidity risk and operational
risk (technology, employee, transaction and reputation risk). A key risk in the
competitive home loans, and mortgage - backed funding in general, is losing customers that
transfer out their loans for small gains in interest rates, this represents significant
loss of opportunity to the Company given the long - term nature of mortgage loans.
To identify and mitigate all these risks, the Company has an effective
Risk Management Control Framework that has been developed encompassing all the above
areas. The Company has a Risk Management Committee (RMC) in place that comprises of its
Directors and Members of its Senior Management team, who have rich industry experience
across domains. The RMC met multiple times during the year and kept an active watch on the
emergent risks the Company was exposed to. The Company's Chief Risk Officer (CRO) oversees
the process of identification, measurement and mitigation of risks. The CRO reports
directly to the Board and meets them multiple times, and at least once in a quarter, to
discuss the risks faced by the Company and policies to mitigate them.
The Company's Credit Committee supports the RMC by identifying and
mitigating credit risks to the Company by formulating policies on limits on large credit
exposures, asset concentrations, standards for loan collateral, loan review mechanism,
pricing of loans etc. The Credit Committee is also responsible to frame approach and
policies for customer retention, especially those customers that seek to transfer their
loans out during interest rate cycles when the Company's interest rates may be misaligned
higher than the best rates available from other lenders.
The Company has a robust mechanism to ensure an ongoing review of
systems, policies, processes and procedures to contain and mitigate risks that arise from
time to time. The Company also has a system for evaluating Grievance Redressal Mechanism
and undertaking complete Root Cause Analysis (RCA) to ensure that the recurring grievances
are avoided in future leading to improved customer service standards. Continuous
evaluation of existing controls and requisite improvement/ strengthening based on the
assessment is carried out to contain these risks. The Company encourages sound risk
management culture within the organization.
On June 11, 2021, the RBI extended the provisions of the risk
- based internal audit (RBIA) framework to HFCs, which were required to
implement the framework by June 30, 2022. The RBIA framework is an audit methodology that
links an organisations' overall risk management framework and provides an assurance to the
Board of Directors and the senior management on the quality and effectiveness of the
organisation's internal controls, risk management and governance-related systems and
processes. The RBIA framework will further strengthen the Company's overall risk
management framework.
Codes and Standards
The Company adheres to the Fair Practices Code (FPC) recommended by the
regulator, the Reserve Bank of India (RBI) as well as the National Housing Bank (NHB), to
promote good and fair practices by setting minimum standards in dealing with customers.
The RBI has also issued comprehensive Know Your Customer (KYC) Guidelines and Anti Money
Laundering Standards in the context of recommendations made by the Financial Action Task
Force on Anti Money Laundering Standards.
Cross Selling and Distribution of Financial Products and Services
One of the Company's key areas of focus is generating fee- income by
cross - selling and upselling various products to its customers. Leveraging on digital
analytics and social media integration through its eHome Loans technology platform, the
Company continues to stay engaged with its customers helping it better anticipate their
needs, thus opening up cross - selling and resultant fee generation opportunities. The
Company acts as an agent for multiple insurance companies and cross
- sells life insurance and general insurance products to its customers,
earning a commission on the premiums paid by the customers. The Company's insurance
attachment rate is over 80%. The Company has also been successfully selling 2 - 3
different policies to its customers through its upselling efforts. Fee income represents a
very important source of income for the Company and it continues to look at different
avenues of generating and increasing its fee income.
Learning & Development
IBH recognizes the importance of equipping its employees with the
necessary skills, knowledge, and mindset to effectively carry out their assigned tasks.
Learning and development initiatives are vital for the growth and success of its business.
It employs a diverse range of training workshops and employ suitable
methodologies to ensure that the employees possess and enhance the skills required to
excel in their work. The Company benefits from a dedicated and highly professional
Learning & Development team, which operates as a subset of its Human Resources
department. Their primary focus is to ensure that employees receive training in both
functional and behavioral skills. The training programs it offers are designed based on
identified needs, competency requirements, job- specific knowledge gaps, and desired
skills and attitudes. This collaborative process involves the employee, department and
branch heads, as well as the Human Resources department.
At IBH, we are committed to providing consistent career growth
opportunities for all our employees. We understand the importance of supporting their
professional development to foster a thriving workforce.
During the year, the employee training vertical of the human resources
department conducted 34 online & offline training sessions for 5,316 employees. The
trainings covered various aspects such as customer relationship management, credit risk
analysis, operational efficiency, fraud prevention amongst others.
DIVIDEND
The Board has recommended a final dividend of R 1.25 per equity share
translating to 62.5% on face value of R 2 each for the financial year ended March 31,
2023, subject to approval of members at the ensuing Annual General Meeting. The Company is
emerging from a phase of consolidation over the last few years. As the Company gets back
on the path of growth, the Board has resumed payment of dividends to shareholders. The
Company is also very well capitalized with capital adequacy in excess of 23% on standalone
basis and 31% on consolidated basis as at the end of March 2023. In the past, the Company
has had a consistent dividend paying track record. As business has now stabilized and the
Company gets back on the path of growth, subject to regulatory limits, the Company aims to
resume consistent payment of dividends. It is the Company's goal to deliver good returns
to shareholders both on RoE and on dividends
During the year, the unclaimed dividend of R 0.59 Crores pertaining to
the Financial Year 2015-16, got transferred to Investor Education and Protection Fund
after giving due notice to the members.
Further, the Company has transferred 5,145 equity shares pertaining to
the Financial Year 2014-15 and 2015-16 in respect of which dividend has not been received
or claimed for seven consecutive years to Demat Account of IEPF Authority, in respect of
which, individual notice had also been sent to concerned Shareholders.
Those Members who have not so far claimed their dividend for the
subsequent financial years are also advised to claim it from the Company or KFin
Technologies Limited. Further, in compliance with the requirements, in terms of the
notification issued by the Ministry of Corporate Affairs (MCA), the Company has till date
transferred 28,120 equity shares in respect of which dividend has not been received or
claimed for seven consecutive years from the Financial Year 2008-09 onwards to Demat
Account of IEPF Authority, in respect of which, individual notice had also been sent to
concerned Shareholders.
Further, pursuant to the applicable provisions of SEBI (LODR)
Regulations, 2015, the Dividend Distribution Policy of the Company is available on the
website of the Company i.e. https://www.indiabullshomeloans.
com/uploads/downloads/ihfl-dividend-distribution-poli
cy-0436865001502456462-0046016001552484803.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review:
1. Mr. B. C. Patnaik (DIN: 08384583), Managing Director, Life Insurance
Corporation of India (LIC), was been appointed as LIC Nominee Director of the Company.
2. Mr. Ajit Kumar Mittal (DIN: 02698115) relinquished the office of
Executive Director of the Company and re - designated as Non-Executive, Non Independent
Director.
3. Mr. Ashwini Omprakash Kumar (DIN: 03341114) due to his health
reasons relinquished the office of Deputy Managing Director of the Company w.e.f. December
31, 2022 and continued as Non-Executive, Non-Independent Director of the Company till
March 31, 2023. Mr. Kumar further relinquished the office of Non-Executive, NonIndependent
Director and ceased to be the Director of the Company w.e.f. March 31, 2023.
Further, during the financial year 2022-23, the Members of the Company
in their Seventeenth Annual General Meeting ("AGM") held through Video
Conferencing (VC) / Other AudioVisual Means (OAVM) on September 26, 2022 had approved:
a) The re-appointment of Mr. Gagan Banga (DIN: 00010894) as a
Whole-Time Director & Key Managerial Personnel and designated as Vice - Chairman,
Managing Director & CEO of the Company, for a further period of five years, with
effect from March 19, 2023.
b) The re-appointment of Mr. Ashwini Omprakash Kumar (DIN: 03341114) as
a Whole-Time Director & Key Managerial Personnel and designated as Deputy Managing
Director of the Company, for a further period of five years, with effect from March 19,
2023.
In accordance with the provisions of Section 152 of the Companies Act,
2013 ("Act") and in terms of the Memorandum and Articles of Association (MOA) of
the Company, Mr. Gagan Banga (DIN: 00010894), Whole-Time Director & Key Managerial
Personnel and designated as Vice - Chairman, Managing Director & CEO, is liable to
retire by rotation at the ensuing Annual General Meeting of the Company and being
eligible, offer himself for reappointment.
Further during the current Financial Year 2023 - 24, effective from
April 29, 2023, Mr. B. C. Patnaik (DIN: 08384583), relinquished the office of LIC Nominee
Director of the Company pursuant to his appointment by the Appointments Committee of the
Cabinet to the post of Whole Time Member (Life), Insurance Regulatory and Development
Authority of India (IRDAI).
Further, with effect from July 28, 2023, Mr. Rajiv Gupta (DIN:
08532421) has been appointed as a LIC Nominee Director on the Board of the Company.
In terms of the applicable legal provisions, the existing tenure of
three years of Mr. Achuthan Siddharth (DIN: 00016278), as an Independent Director has
ended on July 02, 2023 and the Board in its Meeting held on May 22, 2023 on Nomination and
Remuneration Committee recommendation has reappointed Mr. Siddharth for second term of 5
years effective from July 03, 2023 upto July 02, 2028. Keeping in view his vast
experience, knowledge and managerial skills, the Nomination & Remuneration Committee
and the Board of Directors of the Company has recommended his re-appointment as such, for
a further period of five years w.e.f. July 03, 2023.
All the present Independent Directors of the Company have given
declaration that they meet the criteria of Independence laid down under Section 149(6) of
the Act and under Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI (LODR) Regulations). The brief resume of the
Directors proposed to be appointed / reappointed, nature of their expertise in specific
functional areas, terms of appointment and names of companies in which they hold
directorships and memberships/ chairmanships of Board Committees, are provided in the
Notice convening the Eighteenth Annual General Meeting of the Company.
The Board is of the opinion that the Independent Directors of the
Company possess requisite qualifications, experience and expertise and that they hold the
highest standards of integrity.
SHARE CAPITAL
The paid up equity share capital of the Company as on March 31, 2022
was ^ 937,143,008 comprising of 468,571,504 Equity
Shares of R 2/- each. During the year, the Company has made the
following allotments:
i) On April 18, 2022 - the Company allotted 3,025,126 Equity
Shares on account of FCCBs Conversion, for a principal value of USD
10,000,000.
After considering the above allotment during the year, the paid up
Equity Share Capital of the Company as on March 31, 2023 was ^ 943,193,260 comprises of
471,596,630 equity shares of R 2/- each. Further during the current financial year, the
Company has not issued any Equity Shares as on the date of signing of this Annual Report.
Furthermore, the Company has not issued any Equity Shares with Differential rights.
PROMOTER RE - CLASSIFICATION
Mr. Sameer Gehlaut (Founder Promoter) along with Innus Infrastructure
Private Limited and Sameer Gehlaut IBH Trust (Promoter Group Members) collectively
referred as outgoing Promoters vide letter dated March 14, 2022 requested for their
reclassification from Promoters and Promoter Group category to Public Category in terms of
Regulation 31A of SEBI (LODR) Regulations.
The Board of Directors and Shareholders of the Company had approved the
said request in their respective meetings held on March 15, 2022 and April 18, 2022.
On the basis of application made by the Company, BSE Limited and
National Stock Exchange of India Limited vide their letters dated February 22, 2023
granted approval for the said reclassification. Accordingly, post reclassification
erstwhile Promoters have been classified as Public Shareholders.
ESOP / SAR SCHEMES / SWEAT EQUITY
Presently, the stock options / stock appreciation rights granted to the
Employees operate under different schemes, namely, IBHFL-IBFSL Employees Stock Option
Scheme - 2008, Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013,
Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2019 and Indiabulls
Housing Finance Limited Employees Stock Option Scheme - 2021 (hereinafter individually
and/or collectively referred to as the "Scheme(s)").
During the year, there has been no variation in the terms of the
options granted under any of the schemes and all the schemes are in compliance with SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations). The
Company has obtained a certificate from secretarial auditors on the same.
During the year under review, Pragati Employee Welfare Trust (formerly
Indiabulls Housing Finance Limited - Employees Welfare Trust), has not purchased any
Equity Shares of the Company from the secondary market. Accordingly, at the end of the FY
2023, the Trust held 23,000,000 Equity Shares of the Company. No voting right has been
exercised by the Trust in respect of such shares held by it.
During the FY 2022-23, no Sweat Equity Shares were issued by the
Company.
The disclosures on ESOPs and SARs, as required under SBEB Regulations
have been placed on the website of the Company.
During the year under review, on April 26, 2022, the Board constituted
Committee of the Company under Indiabulls Housing Finance Limited Employees Stock Option
Scheme - 2013, granted 10,800,000 (One Crore Eight Lacs) stock options, out of the lapsed
Stock Options, granted earlier, representing equal number of Equity Shares of face value
of R 2/- each of the Company, to certain eligible Employees including Executive Directors
of the Company and its Subsidiary Companies, at an exercise price of R 152.85 per Equity
Share, being the latest available closing price of the Equity Share on the National Stock
Exchange of India Limited, prior to the date of the above - mentioned meeting. The Stock
Options so granted, shall vest within 1 year beginning from April 27, 2023 or thereafter,
as may be decided by Nomination and Remuneration Committee of the Company. The options
vested under each of the slabs, can be exercised within a period of five years from the
relevant vesting dates.
Further, on July 19, 2022, the Board constituted Committee of the
Company under Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013,
granted 15,500,000 (One Crore Fifty Five Lacs) stock options, out of the lapsed Stock
Options, granted earlier, representing equal number of Equity Shares of face value of R
2/- each of the Company, to certain eligible Employees including Executive Directors of
the Company and its Subsidiary Companies, at an exercise price of R 96 per Equity Share,
(against R 95.70 which was the latest available closing price of the Equity Share on the
National Stock Exchange of India Limited, prior to the date of the above - mentioned
meeting.
The stock options so granted, shall vest on July 20, 2023 or
thereafter, as may be decided by the Board constituted Nomination and Remuneration
Committee of the Company. The options vested under each of the slabs, can be exercised
within a period of five years from the vesting date.
Further, on October 13, 2022, the Board constituted Committee of the
Company under Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013,
granted 64,00,000 (Sixty Four Lacs) stock options, out of the lapsed Stock Options,
granted earlier, representing equal number of Equity Shares of face value of R 2/- each of
the Company, to certain eligible Employees including Executive Directors of the Company
and its Subsidiary Companies, at an exercise price of R 130 per Equity Share, against R
129.70 which was the latest available closing price of the Equity Share on the National
Stock Exchange of India Limited, prior to the date of the above - mentioned meeting.
The stock options so granted, shall vest on October 14, 2023 or
thereafter, as may be decided by the Board constituted Nomination and Remuneration
Committee of the Company. The options vested under each of the slabs, can be exercised
within a period of five years from the vesting date.
FUND RAISED DURING THE YEAR
(a) Foreign Currency Convertible Bonds Issue
During the year, the Company has not issued any Foreign Currency
Convertible Bonds.
However, the Company received USD 50 Million, as External Commercial
Borrowings from State Bank of India, out of the sanctioned limit of USD 100 Million.
Further, after the utilization of first USD 50 Million, as received, the remaining amount
would be brought in for further utilisation.
NON-CONVERTIBLE DEBENTURES (NCDs)
(a) Issuance of Secured NCDs, by way of Public Issue
During the FY 2022-23, the Company has successfully raised, by way of
Public Issue, an aggregate amount of R 521.79 Crores via allotment of Secured NCDs having
a face value of R 1,000 each, in the manner as stated below:
| > Date of allotment |
Amount raised |
| April 28, 2022 |
R 133.74 Crores |
| September 28, 2022 |
R 103.11 Crores |
| November 03, 2022 |
R 99.49 Crores |
| December 28, 2022 |
R 93.80 Crores |
| March 23, 2023 |
R 91.65 Crores |
| Total |
R 521.79 Crores |
These NCDs are listed on BSE Limited (BSE) and National Stock Exchange
of India Limited (NSE).
Further, during the current Financial Year, the Company on July 27,
2023, by way of public issue, has successfully raised ' 101.3259 Crores via allotment of
Secured NCDs having face value of ' 1000 each.
(b) Details of NCDs which have not been claimed by the Investors
There are no NCDs which have not been claimed by the Investors or not
paid by the Company after the date on which these NCDs became due for redemption.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits
from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.
LISTING WITH STOCK EXCHANGES
The Equity Shares (ISIN INE148I01020) of the Company continue to remain
listed at BSE Limited ("BSE") and National Stock Exchange of India Limited
("NSE"). The listing fees payable to both the exchanges for the financial year
2022-23 and 2023-24 have been paid.
The GDRs issued by the Company continue to remain listed on Luxembourg
Stock Exchange ("LSE"). However, in view of the very low number of GDR's being
outstanding vis-a-vis very thin volume of trading in GDR's, the Board of Directors in its
Meeting held on March 21, 2023, approved voluntary delisting of 5,67,505 GDR's (0.12% of
its Paid-up capital) representing equal number of equity shares of Rs. 2/- each, from
Luxembourg Stock Exchange, subject to compliance of all applicable requirements in this
regard.
The Foreign Currency Convertible Bonds ("FCCBs") are listed
on Singapore Exchange Securities Trading Limited ("SGX"). The NCDs issued under
public issue and on Private Placement basis are listed on Debt/WDM segment of NSE and BSE.
INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES
ACT, 2013 READ WITH THE RELEVANT RULES AND SEBI (LODR) REGULATIONS, 2015
The information required to be disclosed pursuant to Section 134 and
Section 197 of the Companies Act, 2013 read with the relevant rules (to the extent
applicable) and SEBI (LODR) Regulations, not elsewhere mentioned in this Report, are given
in "Annexure A" forming part of this Report.
AUDITORS
(a) Statutory Auditors
In terms of the applicable RBI guidelines and on the basis of
recommendation of the Audit Committee and Board of Directors, Messrs S.N. Dhawan & CO
LLP, Chartered Accountants (Firm Registration No. 000050N/N500045 issued by The Institute
of Chartered Accountants of India) (member firm of Mazars, an international audit, tax and
advisory firm based in France) and Messrs Arora & Choudhary Associates, Chartered
Accountants (Firm Registration No. 003870N issued by The Institute of Chartered
Accountants of India) were appointed as the Joint Statutory Auditors by the Shareholders
of the Company in their Extraordinary General Meeting held on November 15, 2021, for a
period of 3 consecutive years, subject to them continuing to fulfil the applicable
eligibility norms.
During the financial year 2022-23, the total remuneration paid by the
Company (excluding Certification Fee plus applicable taxes and reimbursement of out of
pocket expenses incurred by them in connection with the audit
of the accounts of the Company) to Messrs S.N. Dhawan & CO LLP and
Messrs Arora & Chaudhary Associates was ^ 16,500,000 and ^ 6,600,000 respectively.
The Report of Joint Statutory Auditors for the FY 202223, forms part of
this Report. The Joint Statutory Auditors Report does not contain any qualification,
reservation or adverse remark.
The Notes to the Accounts referred to in the Joint Auditors Report are
self - explanatory and therefore do not call for any further explanation. No frauds have
been reported by the Joint Auditors of the Company in terms of Section 143(12) of the
Companies Act, 2013.
The Joint Statutory Auditors have confirmed that they continue to
satisfy the eligibility norms and independence criteria as prescribed by RBI Guidelines
and the Companies Act, 2013.
(b) Secretarial Auditors & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act read with the
rules made thereunder, the Company has appointed M/s Neelam Gupta & Associates, a firm
of Company Secretaries in practice, as its Secretarial Auditors, to conduct the
secretarial audit of the Company, for the FY 2022-23.
The Company has provided all assistance, facilities, documents, records
and clarifications etc. to the Secretarial Auditors for the conduct of their audit. The
Report of Secretarial Auditors for the FY 2022-23, is annexed as "Annexure 1",
forming part of this Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
The Secretarial Compliance Report as prescribed by SEBI is annexed as
"Annexure 2", forming part of this Report.
The Secretarial Audit Report of material subsidiary company namely,
Indiabulls Commercial Credit Limited is annexed as "Annexure 3" forming part of
this Report.
(c) Cost Records
The Company is not required to prepare and maintain cost records
pursuant to Section 148(1) of the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY
As part of its initiatives under "Corporate Social Responsibility
(CSR)", the Company has undertaken projects as per its CSR Policy (available on your
Company's website https://www.indiabullshomeloans.com/csr-policy and the details are
contained in the Annual Report on CSR Activities given in "Annexure 4", forming
part of this Report. These projects are in accordance with Schedule VII of the Companies
Act, 2013 read with the relevant rules.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI (LODR) Regulations, Management's
Discussion and Analysis Report, for the year under review, is presented in a separate
section forming part of this Annual Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of the SEBI (LODR) Regulations, Corporate
Governance Practices followed by the Company, together with a certificate from a
practicing Company Secretary confirming compliance, is presented in a separate section
forming part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34 of the SEBI (LODR) Regulations, Business
Responsibility and Sustainability Report (BR&SR) is presented in a separate section
forming part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the following statement
in terms of Section 134 of the Companies Act, 2013:
(a) that in the preparation of the annual financial statements for the
year ended March 31, 2023, the applicable accounting standards had been followed along
with proper explanation relating to material departures, if any;
(b) that such accounting policies as mentioned in the Notes to the
Financial Statements have been selected and applied consistently and judgments and
estimates have been
made that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company, as at March 31, 2023 and the profit and loss of
the Company for the year ended on that date;
(c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities;
(d) that the annual financial statements have been prepared on a going
concern basis;
(e) that proper internal financial controls were in place and that such
financial controls were adequate and were operating effectively; and
(f) that systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating effectively.
ACKNOWLEDGEMENT
Your Company has been able to operate efficiently because of the
culture of professionalism, creativity, integrity and continuous improvement in all
functional areas and the efficient utilization of all its resources for sustainable and
profitable growth. Your Directors wish to place on record their appreciation of the
contributions made and committed services rendered by the Employees of the Company at
various levels. Your Directors also wish to express their gratitude for the continuous
assistance and support received from the investors, clients, bankers, regulatory and
government authorities, during the year.
|
|
For Indiabulls Housing
Finance Limited |
| Place: Mumbai |
Sd/- |
Sd/- |
| Date: July 28, 2023 |
Gagan Banga |
Sachin Chaudhary |
|
Vice-Chairman, Managing
Director & CEO |
Executive Director & COO |
|
(DIN: 00010894) |
(DIN: 02016992) |
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