About
Piramal Capital & Housing Finance Ltd
Dewan Housing Finance Corporation (DHFC) is one of the leading housing finance companies in India with a large network across the country that caters to millions of customers in the low-to-moderate income (LMI) category. DHFL provides customers with a vast array of home loan products including loans on homes, residential plots, construction, LAP or loan against property as also mortgage, non-residential and project loans. As on 31 March 2019, the company had a presence in 330 locations, with significant penetration in Tier 2/3 towns. This includes two international representative offices in London and Dubai. DHFL's Project Finance vertical offers a comprehensive financial solution to developers for construction and development of residential projects. As on March 31, 2019, the Company has 4 wholly owned subsidiaries, 3 joint ventures and 3 associate companies.
Incorporated in Maharashtra in April 11th, 1984 as Dewan Housing Finance & Leasing Co, the company was renamed as Dewan Housing Development Finance in 1984, then after to Dewan Housing Finance Corporation (DHFC) with its registered office in Mumbai. The company commenced its activities in Aug.'84 and has several branches all over India. It was promoted by the late Shri Rajesh Kumar Wadhawan and his family.
The company is recognized as a private housing finance company by the Government of India and the RBI has also considered it eligible for refinance and financial support from the National Housing Bank. The company has been permitted by the RBI to accept NRI deposits. The company provides housing finance to individuals, co-operative societies, corporate bodies or their nominated employees, groups of persons, etc, and leases commercial and residential premises to reputed companies.
For the first time in the history of housing finance, the company has introduced a housing loan, offering dual protection by way of accident risk cover and property insurance, free of cost to borrowers. It also offers financial support to develop infrastructure facilities and for slum development.
During the year 2000-2001, the company issued 84,19,875 equity shares of Rs 10/- each at a premium of Rs 10/- per share aggregating to Rs 1684 lacs on rights basis.
On 31 March 2014, DHFL announced its entering into the country's first ever Mortgage Guarantee contract with IMGC, Indian Mortgage Guarantee Corporation. This offers DHFL a first loss guarantee on its pool of priority sector housing loans. In a first-of-its-kind transaction, DHFL has securitized this pool of priority sector housing loans with a Mortgage Guarantee to ICICI Bank Ltd. The pool has been rated AAA (SO) by CARE Ltd. This guarantee has enabled DHFL to reduce the level of credit enhancement that would have otherwise been required for securitization, thereby releasing capital which can be redeployed to earn higher returns.
On 20 May 2014, DHFL announced the launch of its new branch and two service centres at key locations in Trivandrum, Kollam, Thodapuzha and Pattananmthita in Kerala. On 23 May 2014, DHFL inaugurated its flagship branch in Palghar in Thane district of Maharashtra.
On 26 June 2014, DHFL announced that its ratings have been upgraded by Credit Analysis & Research Ltd. (CARE) to CARE AAA (Triple A) for long term facilities. This is CARE's highest rating, recognising DHFL's business excellence over three decades of operations.
On 28 October 2014, Dewan Housing Finance Corporation Limited (DHFL) and Prudential Financial, Inc. (PFI) announced that they have agreed to form an asset management joint venture, with DHFL acquiring a 50 percent stake in Pramerica Asset Managers Pvt. Ltd., PFI's asset management business in India. This follows DHFL and PFI joining forces last year to create a life insurance joint venture, DHFL Pramerica Life Insurance Company, which serves the life insurance needs of customers across cities and towns in India. Under the terms of the new asset management joint venture agreement, each company will own 50 percent of the business. The joint venture company will be renamed DHFL Pramerica Asset Managers Pvt. Ltd., following regulatory approvals and closure of the transaction. PFI (NYSE: PRU), is a US-headquartered global financial services company which does business under the trade name Pramerica in select countries outside the United States.
On 21 November 2014, DHFL announced actor Shah Rukh Khan as the company's Brand Ambassador. This is the company's first such brand association in its 30 year journey of providing financial access for home buying amongst Indian customers.
On 25 June 2015, DHFL announced the launch of DHFL Wealth2Health', a product with unique combinations of Fixed Deposit and Loan-Against-Deposit along with a Wealth2Health card that will enable customers with multiple healthcare benefits. DHFL has entered into an agreement with Vidal Healthcare Services Pvt Ltd, an integrated healthcare and wellness services company in India, to launch this unique product to benefit the customers.
On 7 October 2015, DHFL announced a reduction in its Retail Prime lending rate by 20 basis points. DHFL has also reduced rates for its new customers and the rate will now start from 9.65%.
On 6 November 2015, DHFL announced that it is expecting a steady growth in its loan book size in the Punjab and Chandigarh region in the next five years. The company is also expecting 30% surge in home loan disbursement year-on-year in the region which is boosting demand in affordable housing segment.
In August 2016, DHFL created history in the Indian Capital markets by raising a record Rs 14000 crore within one month from public issue of Non-Convertible Debentures (NCDs). The total demand generated from the two issues was Rs 32000 crores as per the data available on the exchanges. On 6 October 2016, DHFL announced reduction in its interest rates by 20 basis points to 9.35% for its new customers with effect from 11 October 2016.
On 4 January 2017, DHFL announced that it has reduced its home loan lending rates by 50 basis points from 9.10% to 8.60%, effective 4 January 2017.
DHFL said at the time of announcement of its Q3 December 2017 results on 22 January 2018 that its Assets Under Management crossed the Rs 1 lakh crore milestones during the quarter ended 31 December 2017.
On 17 May 2018, Dewan Housing Finance Corporation Limited (DHFL) announced that it proposes to open on 22 May 2018, a public issue of up to 12 crore secured redeemable Non-Convertible Debentures (NCD) of face value of Rs 1,000 each, for an amount of Rs 3000 crore with an option to retain oversubscription of up to Rs 9000 crore aggregating up to Rs 12000 crore (Tranche I NCD Issue). At least 75% of the net proceeds of the Public Issue of NCDs will be used for the purpose of onward lending, financing, and for repayment/prepayment of interest and principal of existing borrowings of the company. A maximum of up to 25% will be used for general corporate purposes.
On 23 May 2018, DHFL announced that the company has decided to exercise the option of early closure and close the Tranche I NCD Issue on 24 May 2018.
On 25 May 2018, DHFL celebrated the company's first Masala bond on London Stock Exchange Group's (LSEG) International Securities Market (ISM) with a market opening ceremony. DHFL's maiden Masala bonds issue witnessed an overwhelming response from high quality investors across Europe and Asia. The Masala bonds were issued at the rate of 8.50% p.a payable half yearly.
During the financial year 2019, the Company sold/ assigned multiple pools of Rs. 18,411.86 crore.During the financial year 2019, the Company refinanced External Commercial Borrowings (ECBs) amounting to Rs. 1,595.98 crore in the form of a syndicated loan facility. The ECBs were raised under the RBI Refinance Guidelines for Low Cost Affordable Housing Scheme of the Reserve Bank of India (RBI) under the approval route.
During the financial year 2019, the Company earned Rs. 36.10 crore by way of income from mutual funds & other treasury operations and Rs. 35.75 crore by way of interest on bonds (including SLR bonds) and deposits placed with banks.
As at March 31, 2019, DAIPL held 32.88% stake in the equity share capital of the joint venture entity i.e. DHFL Pramerica Asset Managers Private Limited (DPAMPL). During the current financial year, the Company pursuant to receipt of approval from relevant regulatory authorities sold the entire stake held by it (i.e. 17.12% directly and 32.88% through its subsidiary, DHFL Advisory & Investments Private Limited (DAIPL) in its joint venture entities, namely DHFL Pramerica Asset Managers Private Limited (DPAMPL) and DHFL Pramerica Trustees Private Limited (DPTPL) to PGLH (a wholly-owned indirect subsidiary of Prudential Financial Inc.) of Delaware and the transaction was consummated on July 31, 2019. Consequent upon said disinvestments on July 31, 2019, both DHFL Pramerica Asset Managers Private Limited and DHFL Pramerica Trustees Private Limited ceased to be Joint Venture companies of the Company.
During the financial year 2019, the Company incorporated DHFL Holdings Limited as its wholly-owned subsidiary and made an investment of Rs. 1 lakh in DHL by way of subscription to 10,000 equity shares of Rs. 10/- each.
During the current financial year 2018-19, the Company pursuant to receipt of regulatory approvals and execution of relevant documents, completed the sale/transfer of its entire stake i.e. 23,01,090 equity shares (equivalent to 9.15% of AHFL) held in Aadhar Housing Finance Limited (AHFL) to BCP Topco VII Pte. Ltd., which is controlled by private equity funds managed by Blackstone Group l.P. , and consummated the transaction on June 10, 2019. Consequent upon sale/transfer on June 10, 2019, Aadhar Housing Finance Limited ceased to be an associate company of the Company.
During the current financial year 2018-19, the Company pursuant to receipt of regulatory approvals and execution of relevant documents, completed the sale/transfer of its entire stake held in AvaNSE Financial Services Limited (AvaNSE) i.e. 1,92,50,719 (30.63%) equity shares to Olive Vine Investment Limited, an affiliate of the Warburg Pincus group and consummated the transaction on July 30, 2019. Consequent upon sale/transfer on July 30, 2019, AvaNSE Financial Services Limited ceased to be an associate company of the Company. As on March 31, 2019, the Company held 30.63% of the paid-up equity share capital of AvaNSE.
During the year under review, the company made investment of Rs. 1 lakh by subscribing to 10,000 equity shares of Rs. 10 each issued by DHFl Holdings Limited.
Piramal Capital & Housing Finance Ltd
Chairman Speech
Dear Members, Colleagues and Friends Macroeconomic Review
As per the World Economic Outlook (WEO), the Indian economy retained its tag of the
fastest growing major economy in the world in the financial year 2018-19. The Indian
economy grew at 8.2 percent in the first quarter, but eased sharply to 7 percent for the
year as a whole as per Central Statistical Office (CSO). The economy witnessed robust
industrial growth during the financial year 2018-19 and this momentum is expected to
continue next year. The economy is projected to grow at the rate of 7.5% during 2019,
expanding further to 7.7% during 2020 as per the International Monetary Fund (IMF) World
Economic Outlook January 2019 update. With the anticipated slowdown in China's economy,
India remains as one of the preferred destinations for global capital flows and is in a
favourable position to aggressively attract growth capital. India's ranking moved up 23
notches in the World Bank's ease of doing business index to secure the 77th place,
becoming the top ranked country in South Asia for the first time and third among the
BRICS.
Recent policy measures which have helped gain optiMISm on the future outlook include,
1. Recapitalisation of Public Sector Banks (PSBs) helping the ongoing improvement in
their financials,
2. Better Guidelines for standardising resolution of stressed assets, 3. Positive
outcome through Insolvency and Bankruptcy Code in some large value cases, 4.
Experienced-led rationalization in the Goods and Services Tax. With inflation under check,
the room for the economy to benefit from the lower interest rate regime has become
brighter. Schematic approach to address socio-economic transformation has been the
hallmark of the current government in power – education, sanitation, health, housing
and basic services like LPG for cooking and rural electrification at affordable costs. All
schemes implemented through well-structured programmes, have helped in improving the
living standards of many families. Notable initiatives include ‘Kifayati Aawas Yojna'
for a dedicated affordable housing fund in National Housing Bank, ‘Ayushman Bharat
Scheme' a National Health Protection Scheme for the poor and vulnerable families and the
‘Research on Improving Systems of Education' (RISE) scheme for providing low-cost
funding to the government‘s higher educational institutions. These schemes among
others ensure that the year ahead would be far more sustainable and growth-oriented.
The year 2019 is proMISing for India's housing industry. Good demand for housing is
expected in 2019 with rapid urbanisation, low mortgage penetration, nuclearisation of
families and two-thirds of the country's population below 35 years of age. Housing
affordability has increased owing to stagnated property prices, steady annual wage
inflation of over 10% in the last decade and lower effective interest rates, due to the
tax incentives by the Pradhan Mantri Awas Yojana (PMAY) subsidy.
Financial Year Under Review - DHFL's commitment has and always will be at the core of
every intent and effort
Over the years, DHFL has maintained a strong asset quality and has been well-matched in
case of the Asset Liability Management (ALM) position. The financial year 2018-19
commenced with renewed vigour and great encouragement. DHFL continued to play an
increasingly transformative role in nation-building by expanding home ownership and
financial inclusion, transforming lives of millions of Indians in the Economically Weaker
Section (EWS) and Lower and Middle Income (LMI) segments. As a team, DHFL ensured that all
inter-disciplinary and loan disbursal goals were met, while ‘Griha Utsav', our
primary home ownership drive, continued to reach out actively to first home buyers across
tier II and III towns. We are also very enthused with the recognition and award from
National Housing Bank for facilitating highest number of subsidies for PMAY in the
financial year 2017-18. Through this award, DHFL has been recognized for its committed
support to the Government's MISsion of ‘Housing for All by 2022' and in taking an
active lead in expanding financial inclusion across the country. For the financial year
2017-18, DHFL received subsidy for more than 7,000 cases amounting to a total of Rs. 155.9
crores. Of this, 3,207 cases fall under EWS and Lower Income Group (LIG) group amounting
to Rs. 75.1 crores and the remaining 3,897 cases fall under MIG 1 & 2 groups amounting
to Rs. 80.8 crores.
DHFL was at its peak in September 2018 originating close to Rs. 2000 crores of retail
loans per month, when the liquidity crisis hit the NBFC sector. DHFL had to stop all new
origination and get into a cautious mode to coNSErve liquidity to meet all financial
obligations and service all partially disbursed cases for balance requirements. With no
fresh inflow of resources, the Company opted for securitization of its assets as the
single source of funds for meeting all obligations on time. In 6 months leading to the end
of the fiscal in March 2019, we monetized assets valued over Rs. 15,630 crores and repaid
over Rs. 22,700 crores of liabilities.
Our fundamentals remain strong and we continue to be optiMIStic of regaining growth
momentum, as the situation eases on the liquidity front. The Company has opened a dialogue
with many strategic investors and institutional funds to infuse fresh equity with
strategic partnership proposition as well as options for investing in our loan book by
buying certain parts of the wholesale loan portfolio. These initiatives have progressed in
a very proMISing manner. Our retail brand equity and product/segment focus, reinforced by
the acceptance of our assets in the securitization market by leading banks, gives us the
confidence to bounce back to business sooner than later.
The Way Forward - Emerging Core Competencies
The financial year 2018-19 has been a defining year for your Company. It has shown us
our strengths and abilities as a home loan provider in a country-wide landscape where
affordable housing is the centre of action. Your Company will originate all future loans
with a strong focus on securitisation, which will be the thrust of our future growth.
While we will lean on the balance sheet, we will be strong on the returns of our assets
and equity. Cross-sell will continue to remain yet another area of strength and we will
build some strong product offerings to supplement our customers' needs. We will continue
to invest in people and technology bringing about greater efficiency in cost and delivery.
Centralization of processes was initiated last year and is now ready to take up large
volumes of underwriting through a centralized facility that uses state of the art
technology. Risk management tools while underwriting have been fully embedded in the
process ensuring high quality of loans.
We have many strengths to leverage as we move forward. But perhaps our greatest
strength is the trust that people have in our Company and our employees, who take that
responsibility very seriously. The hard work and community spirit of our employees, a
culture of caring and a determination to build a better world have enabled us to earn this
trust over time. In times of unprecedented changes and disruption, trust becomes more
important than ever, and it is the one thing that will guard us zealously as we transform
your Company. To continue earning your trust, our Board of Directors, leadership team and
employees are passionately committed to delivering business results, creating value for
the future and improving people's lives around us.
As we concluded the financial year 2018-19, the search to bring in an equity partner
with a strong interest in continuing with the growth of our retail business has reached a
proMISing phase. Lenders are optiMIStic of supporting the resolution plan that will ensure
a positive outcome for all. We are optiMIStic of getting the Company back on the path of
glory while retaining the trust your Company has witnessed.
The financial year 2019-20 is going to be about bringing consumers closer by being
responsible, transparent and focussing on sustaining long-term relationships that add
value. India as a country is undergoing a revolution in the affordable housing industry
and we will embrace this positively.
DHFL with a strong history of serving, engaging and growing with our consumers is
always conscious of the fact that it's Purpose and Values are at the centre of its
continuous evolution to become an even better organization. While we embrace numerous
opportunities that come our way, our virtue of being nimble-footed, keenly responsive, and
being blessed with employees and partners that have a deep seNSE of trust and commitment
to the DHFL's spirit, will continue to inspire us on our journey, yet again.
Thank you for your trust and continued support.
| Regards, |
| Kapil Wadhawan |
| Chairman & Managing Director |
| DHFL |
  Â
Piramal Capital & Housing Finance Ltd
Company History
Dewan Housing Finance Corporation (DHFC) is one of the leading housing finance companies in India with a large network across the country that caters to millions of customers in the low-to-moderate income (LMI) category. DHFL provides customers with a vast array of home loan products including loans on homes, residential plots, construction, LAP or loan against property as also mortgage, non-residential and project loans. As on 31 March 2019, the company had a presence in 330 locations, with significant penetration in Tier 2/3 towns. This includes two international representative offices in London and Dubai. DHFL's Project Finance vertical offers a comprehensive financial solution to developers for construction and development of residential projects. As on March 31, 2019, the Company has 4 wholly owned subsidiaries, 3 joint ventures and 3 associate companies.
Incorporated in Maharashtra in April 11th, 1984 as Dewan Housing Finance & Leasing Co, the company was renamed as Dewan Housing Development Finance in 1984, then after to Dewan Housing Finance Corporation (DHFC) with its registered office in Mumbai. The company commenced its activities in Aug.'84 and has several branches all over India. It was promoted by the late Shri Rajesh Kumar Wadhawan and his family.
The company is recognized as a private housing finance company by the Government of India and the RBI has also considered it eligible for refinance and financial support from the National Housing Bank. The company has been permitted by the RBI to accept NRI deposits. The company provides housing finance to individuals, co-operative societies, corporate bodies or their nominated employees, groups of persons, etc, and leases commercial and residential premises to reputed companies.
For the first time in the history of housing finance, the company has introduced a housing loan, offering dual protection by way of accident risk cover and property insurance, free of cost to borrowers. It also offers financial support to develop infrastructure facilities and for slum development.
During the year 2000-2001, the company issued 84,19,875 equity shares of Rs 10/- each at a premium of Rs 10/- per share aggregating to Rs 1684 lacs on rights basis.
On 31 March 2014, DHFL announced its entering into the country's first ever Mortgage Guarantee contract with IMGC, Indian Mortgage Guarantee Corporation. This offers DHFL a first loss guarantee on its pool of priority sector housing loans. In a first-of-its-kind transaction, DHFL has securitized this pool of priority sector housing loans with a Mortgage Guarantee to ICICI Bank Ltd. The pool has been rated AAA (SO) by CARE Ltd. This guarantee has enabled DHFL to reduce the level of credit enhancement that would have otherwise been required for securitization, thereby releasing capital which can be redeployed to earn higher returns.
On 20 May 2014, DHFL announced the launch of its new branch and two service centres at key locations in Trivandrum, Kollam, Thodapuzha and Pattananmthita in Kerala. On 23 May 2014, DHFL inaugurated its flagship branch in Palghar in Thane district of Maharashtra.
On 26 June 2014, DHFL announced that its ratings have been upgraded by Credit Analysis & Research Ltd. (CARE) to CARE AAA (Triple A) for long term facilities. This is CARE's highest rating, recognising DHFL's business excellence over three decades of operations.
On 28 October 2014, Dewan Housing Finance Corporation Limited (DHFL) and Prudential Financial, Inc. (PFI) announced that they have agreed to form an asset management joint venture, with DHFL acquiring a 50 percent stake in Pramerica Asset Managers Pvt. Ltd., PFI's asset management business in India. This follows DHFL and PFI joining forces last year to create a life insurance joint venture, DHFL Pramerica Life Insurance Company, which serves the life insurance needs of customers across cities and towns in India. Under the terms of the new asset management joint venture agreement, each company will own 50 percent of the business. The joint venture company will be renamed DHFL Pramerica Asset Managers Pvt. Ltd., following regulatory approvals and closure of the transaction. PFI (NYSE: PRU), is a US-headquartered global financial services company which does business under the trade name Pramerica in select countries outside the United States.
On 21 November 2014, DHFL announced actor Shah Rukh Khan as the company's Brand Ambassador. This is the company's first such brand association in its 30 year journey of providing financial access for home buying amongst Indian customers.
On 25 June 2015, DHFL announced the launch of DHFL Wealth2Health', a product with unique combinations of Fixed Deposit and Loan-Against-Deposit along with a Wealth2Health card that will enable customers with multiple healthcare benefits. DHFL has entered into an agreement with Vidal Healthcare Services Pvt Ltd, an integrated healthcare and wellness services company in India, to launch this unique product to benefit the customers.
On 7 October 2015, DHFL announced a reduction in its Retail Prime lending rate by 20 basis points. DHFL has also reduced rates for its new customers and the rate will now start from 9.65%.
On 6 November 2015, DHFL announced that it is expecting a steady growth in its loan book size in the Punjab and Chandigarh region in the next five years. The company is also expecting 30% surge in home loan disbursement year-on-year in the region which is boosting demand in affordable housing segment.
In August 2016, DHFL created history in the Indian Capital markets by raising a record Rs 14000 crore within one month from public issue of Non-Convertible Debentures (NCDs). The total demand generated from the two issues was Rs 32000 crores as per the data available on the exchanges. On 6 October 2016, DHFL announced reduction in its interest rates by 20 basis points to 9.35% for its new customers with effect from 11 October 2016.
On 4 January 2017, DHFL announced that it has reduced its home loan lending rates by 50 basis points from 9.10% to 8.60%, effective 4 January 2017.
DHFL said at the time of announcement of its Q3 December 2017 results on 22 January 2018 that its Assets Under Management crossed the Rs 1 lakh crore milestones during the quarter ended 31 December 2017.
On 17 May 2018, Dewan Housing Finance Corporation Limited (DHFL) announced that it proposes to open on 22 May 2018, a public issue of up to 12 crore secured redeemable Non-Convertible Debentures (NCD) of face value of Rs 1,000 each, for an amount of Rs 3000 crore with an option to retain oversubscription of up to Rs 9000 crore aggregating up to Rs 12000 crore (Tranche I NCD Issue). At least 75% of the net proceeds of the Public Issue of NCDs will be used for the purpose of onward lending, financing, and for repayment/prepayment of interest and principal of existing borrowings of the company. A maximum of up to 25% will be used for general corporate purposes.
On 23 May 2018, DHFL announced that the company has decided to exercise the option of early closure and close the Tranche I NCD Issue on 24 May 2018.
On 25 May 2018, DHFL celebrated the company's first Masala bond on London Stock Exchange Group's (LSEG) International Securities Market (ISM) with a market opening ceremony. DHFL's maiden Masala bonds issue witnessed an overwhelming response from high quality investors across Europe and Asia. The Masala bonds were issued at the rate of 8.50% p.a payable half yearly.
During the financial year 2019, the Company sold/ assigned multiple pools of Rs. 18,411.86 crore.During the financial year 2019, the Company refinanced External Commercial Borrowings (ECBs) amounting to Rs. 1,595.98 crore in the form of a syndicated loan facility. The ECBs were raised under the RBI Refinance Guidelines for Low Cost Affordable Housing Scheme of the Reserve Bank of India (RBI) under the approval route.
During the financial year 2019, the Company earned Rs. 36.10 crore by way of income from mutual funds & other treasury operations and Rs. 35.75 crore by way of interest on bonds (including SLR bonds) and deposits placed with banks.
As at March 31, 2019, DAIPL held 32.88% stake in the equity share capital of the joint venture entity i.e. DHFL Pramerica Asset Managers Private Limited (DPAMPL). During the current financial year, the Company pursuant to receipt of approval from relevant regulatory authorities sold the entire stake held by it (i.e. 17.12% directly and 32.88% through its subsidiary, DHFL Advisory & Investments Private Limited (DAIPL) in its joint venture entities, namely DHFL Pramerica Asset Managers Private Limited (DPAMPL) and DHFL Pramerica Trustees Private Limited (DPTPL) to PGLH (a wholly-owned indirect subsidiary of Prudential Financial Inc.) of Delaware and the transaction was consummated on July 31, 2019. Consequent upon said disinvestments on July 31, 2019, both DHFL Pramerica Asset Managers Private Limited and DHFL Pramerica Trustees Private Limited ceased to be Joint Venture companies of the Company.
During the financial year 2019, the Company incorporated DHFL Holdings Limited as its wholly-owned subsidiary and made an investment of Rs. 1 lakh in DHL by way of subscription to 10,000 equity shares of Rs. 10/- each.
During the current financial year 2018-19, the Company pursuant to receipt of regulatory approvals and execution of relevant documents, completed the sale/transfer of its entire stake i.e. 23,01,090 equity shares (equivalent to 9.15% of AHFL) held in Aadhar Housing Finance Limited (AHFL) to BCP Topco VII Pte. Ltd., which is controlled by private equity funds managed by Blackstone Group l.P. , and consummated the transaction on June 10, 2019. Consequent upon sale/transfer on June 10, 2019, Aadhar Housing Finance Limited ceased to be an associate company of the Company.
During the current financial year 2018-19, the Company pursuant to receipt of regulatory approvals and execution of relevant documents, completed the sale/transfer of its entire stake held in AvaNSE Financial Services Limited (AvaNSE) i.e. 1,92,50,719 (30.63%) equity shares to Olive Vine Investment Limited, an affiliate of the Warburg Pincus group and consummated the transaction on July 30, 2019. Consequent upon sale/transfer on July 30, 2019, AvaNSE Financial Services Limited ceased to be an associate company of the Company. As on March 31, 2019, the Company held 30.63% of the paid-up equity share capital of AvaNSE.
During the year under review, the company made investment of Rs. 1 lakh by subscribing to 10,000 equity shares of Rs. 10 each issued by DHFl Holdings Limited.
Piramal Capital & Housing Finance Ltd
Directors Reports
Dear Members,
Your directors are pleased to present the 39th Annual Report on the
business and operations of Piramal Capital & Housing Finance Limited (‘the
Company') and the Audited Financial Statements for the Financial Year ended 31stMarch
202 3.
Financial Highlights (Standalone and Consolidated)
(Rs. in Lakhs)
Particulars |
Consolidated |
Standalone |
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Revenue from operations |
6,60,631 |
6,03,861 |
6,59,178 |
6,03,861 |
Other Income |
6,284 |
6,614 |
5,851 |
6,611 |
Total Income |
6,66,915 |
6,10,475 |
6,65,029 |
6,10,472 |
Expenses |
5,65,960 |
1,85,864 |
5,65,130 |
1,86,342 |
EBIDTA |
1,00,955 |
4,24,611 |
99,899 |
4,24,130 |
Less: |
|
|
|
|
Finance Costs |
3,46,997 |
3,33,706 |
3,45,333 |
3,33,224 |
Depreciation, amortisation and |
9,725 |
5,236 |
9,497 |
5,236 |
impairment |
|
|
|
|
Profit before Exceptional Items |
(2,55,767) |
85,669 |
(2,54,931) |
85,670 |
and Tax |
|
|
|
|
Add: Share of net profit of joint |
2,096 |
1,441 |
- |
- |
ventures |
|
|
|
|
Less: Exceptional Items |
10,25,681 |
14,272 |
10,25,681 |
14,272 |
Profit before Tax |
(12,79,352) |
72,838 |
(12,80,612) |
71,398 |
Less: |
|
|
|
|
Tax expenses |
|
|
|
|
Current |
91 |
56,325 |
|
56,325 |
Reversal of tax provisions – |
(3,32,754) |
- |
(3,32,754) |
- |
Earlier year |
|
|
|
|
Deferred |
(2,06,553) |
(37,502) |
(2,05,375) |
(37,502) |
Profit after Tax |
(7,40,136) |
54,015 |
(7,42,483) |
52,575 |
Other Comprehensive Income |
1,681 |
(6,381) |
8,749 |
1,346 |
for the year |
|
|
|
|
Income tax relating to Other |
(2,207) |
(339) |
(2,202) |
(339) |
Comprehensive Income |
|
|
|
|
Total Comprehensive Income |
(7,40,662) |
47,295 |
(7,35,936) |
53,582 |
for the year |
|
|
|
|
Earnings Per Equity Share |
(3.46) |
0.25 |
(3.48) |
0.25 |
(Basic) (Rs.) |
|
|
|
|
Earnings Per Equity Share |
(3.46) |
0.25 |
(3.48) |
0.25 |
(Diluted) (Rs.) |
|
|
|
|
RESERVES
As required u/s 29C of the National Housing Bank Act, 1987 for Housing
Finance Companies, the Company is required to transfer 20% of profit to statutory
reserves. Since the company has incurred loss during the financial year ended 31st March
2023, the sameis not applicable.
DIVIDEND
During the year under review, the Board had not declared any interim
dividend. Further, the Board do not recommend any final dividend for the financial year
ended 31stMarch 2023 .
SHARE CAPITAL Authorized Share Capital
During the financial year under review, the Authorized Share Capital of
the Company stood at Rs. 2,60,90,39,00,240/- (Rupees Twenty Six Thousand Ninety Crores
Thirty Nine Lakhs Two Hundred and Forty) divided into: (a) 25,84,03,90,024 (Two Thousand
Five Hundred Eighty Four Crores Three Lakhs Ninety Thousand and Twenty Four) Equity Shares
of Rs 10 (Rupees Ten) each; and (b) 25,00,000 (Twenty Five Lakhs) Non-Convertible
Redeemable Cumulative Preference Shares of Rs. 1,000 (Rupees One Thousand) each.
Issued, Subscribedand Paid -up Share Capital (a) Equity Share Capital
The total issued, subscribed and paid-up equity share capital of the
Company as on 31st March 2023, stood at Rs. 2,13,64,69,17,510 (Rupees Twenty One Thousand
Three Hundred and Sixty Four Crores Sixty Nine Lakhs Seventeen Thousand Five Hundred and
Ten) divided into 21,36,46,91,751 (Two Thousand One Hundred Thirty Six Crores Forty Six
Lakhs Ninety One Thousand Seven Hundred Fifty One) equity shares of Rs. 10 (Rupees Ten)
each. (b) Preference Share Capital- No preference shares have been issued by the Company
so far. SUBSIDIARIES, JOINT VENTURESAND ASSOCIATE COMPANIES
The Company is a wholly owned subsidiary of Piramal Enterprises
Limited. As on 31st March 2023, the Company has seven wholly owned subsidiaries viz., DHFL
Advisory & Investments Private Limited, DHFL Investments Limited, DHFL Holdings
Limited, DHFL Changing Lives Foundation, Piramal Payment Services Limited (Incorporated on
29th April 2022), Piramal Finance Sales and Service Private Limited (w.e.f 22nd September
2022) and PRL Agastya Private Limited (w.e.f 13th December 2022). It has one joint venture
company called Pramerica Life Insurance Limited (formerly known as DHFL Pramerica Life
Insurance Company Limited) and one associate company called DHFL Ventures Trustee Company
Private Limited.
FINANCIAL DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES
Pursuant to the provisions of Section 129(3) of the Companies Act, 2013
(‘the Act'), statement containing salient features of the financial statements
of subsidiaries, joint venture and associate companies in Form AOC-1 is attached to the
financial statements. The separate financial statements of the subsidiaries are available
on the website of the Company and can be accessed athttps://www.piramalfinance.com/
SIGNIFICANT EVENT DURING THE YEAR ENDED 31st MARCH 2023, IF ANY:
(i ) During the year, the Company has formed a new wholly owned
subsidiary company in the name of ‘Piramal Payment Services Limited'.
(ii) During the year, the Company has acquired: a. ‘Piramal
Finance Sales and Service Private Limited' (wholly owned subsidiary Company) from
Piramal Enterprises Limited (Holding Company). b. ‘PRL Agastya Private Limited'
(wholly owned subsidiary company) from PRL
Developers Private Limited (Group Company).
OPERATIONAL REVIEW
Financial performance for FY 2022-23 is summarised in the following
table: Standalone:
(Rs. in lakhs)
Particulars |
2022-23 |
2021-22 |
Net interest income and other income |
3,19,696 |
2,77,248 |
Operating expenses |
5,90,555 |
1,28,853 |
Provisions and contingencies |
(15,928) |
62,725 |
Profit before tax |
(12,80,612) |
71,398 |
Profit after tax |
(7,42,483) |
52,575 |
Other Comprehensive Income / (Loss) |
6,547 |
1,007 |
Total Comprehensive Income |
(7,35,936) |
53,582 |
Consolidated:
(Rs. in lakhs)
Particulars |
2022-23 |
2021-22 |
Net interest income and other income |
3,19,918 |
2,76,769 |
Operating expenses |
5,91,613 |
1,28,375 |
Provisions and contingencies |
(15,928) |
62,725 |
Profit before tax |
(1,279,352) |
72,838 |
Profit after tax |
(740,136) |
54,015 |
Other Comprehensive Income / (Loss) |
(526) |
(6,720) |
Total Comprehensive Income |
(740,662) |
47,295 |
DEPOSITS FROM PUBLIC
The Company is registered as a Non-Deposit taking Housing Finance
Company. Therefore, the Company did not hold any public deposits nor has accepted any
public deposit during the year under review.
STATUTORY AUDITORSAND AUDITORS' REPORT
The Auditors Report does not contain any qualification, reservation or
adverse remark on the financial statements for the year ended 31st March 2023. The notes
on financial statement referred to in the Auditors' Report are self-explanatory and
do not call for any further comments. Further, there were no fraud reported by the
auditors under Section 143(12) of the Act, therefore no comment by the Board thereon is
required. In terms of Section 139(2) of the Act, M/s. Walker Chandiok & Co LLP,
Chartered Accountants, (Firm Registration No. 001076N/N500013) hold office as one of the
joint Statutory Auditors of the Company for a period of three consecutive years to hold
office from 2nd December 2021 until the conclusion of the 40th Annual General Meeting of
the Company to be held in year 2024 and M/s. T R Chadha & Co. LLP (Firm Registration
No. 006711N/ N500028), Chartered Accountants hold office as a joint Statutory Auditors of
the Company for a period of three consecutive years from the conclusion of the 38thAGM
held in 2022 until the conclusion of the 41st AGM of the Company to be held in year 2025.
In terms of Sections 139 and 141 of the Companies Act, 2013 read with the Companies (Audit
and Auditors) Rules, 2014, M/s. Walker Chandiok & Co. LLP and M/s. T R Chadha &
Co. LLP have certified that they are eligible to continue as Statutory Auditors of the
Company.
CORPORATE SOCIAL RESPONSIBILITY
The annual report on Corporate Social Responsibility (‘CSR')
containing, details of CSR Policy, composition of CSR Committee, CSR projects undertaken
and web-link thereto on the website of the Company, as required under Companies (Corporate
Social Responsibility Policy) Rules, 2014, is set out in Annexure 1 of this Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNING / OUTGO
Since the Company is engaged in financial services activities, its
operations are not energy intensive nor does it require adoption of specific technology
and hence information in terms of Section 134(3)(m) of the Act read with the Companies
(Accounts) Rules, 2014 is not provided in this Board's Report. The foreign exchange
earnings for financial year ended 31st March 2023 is reported as nil and the foreign
exchange outgo during the year in terms of actual outflows is Rs. 560 Lakhs.
ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies
Act, 2013, the Annual Return (Form MGT-7) as on 31st March 2023 is available on the
Company's website at https://www.piramalfinance.com/.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Company's Board lays down the strategic objectives of the
Company and guides the management in meeting interests of the shareholders. The following
changes have taken place in the composition of the Board, during FY 2022-23: Mr. Khushru
Jijina (DIN: 00209953), has resigned as the Non-Executive Director of the Company with
effect from 31st August 2022. The Board places on record its sincere appreciation and
gratitude for the wise counsel, guidance and enormous contributions made by Mr. Khushru
Jijina to the board over the years by sharing his rich experience, knowledge and varied
expertise. In line with the provisions of the Act and the Articles of Association of the
Company, Dr. (Mrs.) Swati Ajay Piramal (DIN: 00067125) will retire by rotation at the
ensuing AGM and being eligible, have offered herself for re-appointment. The Board
recommends her re-appointment for the consideration of the Members of the Company at the
ensuing AGM. The shareholders of the Company may refer to the Notice convening the 39th
AGM for brief profile of Dr. (Mrs.) Swati Ajay Piramal. The Company has received
declarations from all its Independent Directors, confirming that they meet the criteria of
independence as prescribed under Section 149(6) of the Companies Act, 2013 alongwith rules
frmaed thereunder and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (‘Listing Regulations'), as amended. In the
opinion of the Board, the Independent Directors are persons with integrity and possess
requisite experience, expertise and proficiency required under applicable laws and the
policies of the Company. In terms of Section 150 of the Companies Act, 2013 read with Rule
6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent
Directors of the Company have confirmed that they have registered with the databank
maintained by the Indian Institute of Corporate Affairs ("IICA"). The
Independent Directors are also required to undertake online proficiency self-assessment
test conducted by the IICA, within a period of 2 (two) years from the date of inclusion of
their names in the data bank, unless they meet the criteria specified for exemption. The
following were the Key Managerial Personnel (KMP) of the Company, as on 31st March, 2023:
Key Managerial Personnel |
Designation |
Mr. Jairam Sridharan |
Managing Director |
Mr. Vikash Singhla |
Chief Financial Officer |
Mr. Bipin Singh |
Company Secretary |
BOARD EVALUATION
Evaluation of performance of all Directors is undertaken annually. The
Company has implemented a system of evaluating performance of the Board of Directors and
of its Committees and the Non-Executive Directors on the basis of a structured
questionnaire which comprises evaluation criteria taking into consideration various
performance related aspects. The performance of the Executive Director is evaluated on the
basis of achievement of their Key Result Area.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year, six Board Meetings were convened and held, details of
which are given in the Report on Corporate Governance forming part of the Annual Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES
The Company has established a Vigil Mechanism, which includes a
Whistle-Blower Policy, for its directors, employees, customers and general public to
provide a framework to facilitate responsible and secure reporting of concerns of
unethical behaviour, actual or suspected fraud or violation of the Company's Code of
Conduct & Ethics. The details of establishment of Vigil Mechanism/Whistle-Blower
Policy are posted on the website of the Company and can be accessed at
https://www.piramalfinance.com/stakeholders/policies. No director/employee has been denied
access to the Audit Committee.
AUDIT COMMITTEE
The Audit Committee was constituted on 1stOctober, 2021 and comprises
of the following:
Name |
Category |
Mr. Gautam Doshi – Chairman |
Non-Executive, Independent |
Mr. Suhail Nathani |
Non-Executive, Independent |
Mr. Jairam Sridharan |
Executive – Managing Director |
The Company earlier had a combined Audit & Risk Management
Committee which discharged functions of both the Committees. During the year under review,
the Audit & Risk Management Committee was re-constituted and the nomenclature was
changed to Audit Committee and a separate Risk Management Committee ('RMC') of the Board
was constituted, thereby segregating the functions of both the Committees and further
details of Audit Committee and RMC are given in the Report on Corporate Governance forming
part of this Annual Report.
NOMINATION AND REMUNERATION POLICIES
The Board has approved a Policy which lays down a framework for
selection and appointment of Directors and Senior Management and for determining
qualifications, positive attributes and independence of Directors. The Board has also
approved a Policy relating to remuneration of Directors, Key Managerial Personnel and
other Employee. Details of the Nomination Policy and the Remuneration Policy are given in
Annexure 2 to this Report and is available on the website of the Company at
https://www.piramalfinance.com/stakeholders/policies.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company being a Housing Finance Company, the disclosure regarding
particulars of loans made, guarantees given and securities provided in the ordinary course
of its business is exempted as per the provisions of Section 186(11) of the Companies Act,
2013. Details of the investments made by the Company pursuant to the provisions of Section
186 of the Companies Act, 2013 are given in the Note No. 6 in the Notes to accounts
forming part of the audited (standalone) financial statementsfor the financial year ended
31stMarch 2023.
RELATED PARTY TRANSACTIONS
During the year under review, all contracts/arrangements/transactions
entered into by the Company during the financial year with related parties were in
ordinary course of business and on arm's length basis, the details of which are
included in the notes forming part of the financial statements. Accordingly, the
disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act,
in Form AOC-2 is not applicable.
Systems are in place for obtaining prior omnibus approval of the Audit
Committee on an annual basis for transactions with related parties which are of a
foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus
approval so granted and a statement giving details of all transactions with related
parties are placed before the Audit Committee for their review on a periodic basis.
The Policy on Related Party Transactions is attached as Annexure 3 to
this Report and is available on the website of the Company at
https://www.piramalfinance.com/stakeholders/policies.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE
COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No specific material changes and commitments, except as disclosed in
this Report, affecting the financial position of your Company have occurred between the
end of the financial year under review, i.e. 31stMarch 202 3 and the date of this Report.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the Company.
MATERIAL SUBSIDIARIES, IF ANY OF THE COMPANY
The Company does not have any material subsidiary.
MANAGERIAL REMUNERATION
A. Remuneration to Directors and Key Managerial Personnel
(‘KMP')
1. The percentage increase in remuneration of each Director, Chief
Financial Officer and Company Secretary during FY 2023 and the ratio of the remuneration
of each Director to the median remuneration of the employees of the Company for FY 2023
are as under:
Sr. No. |
Name of Director / KMP
and Designation |
Remuneration of
Director/KMP/for FY 2023 (Rs. In Lakhs) |
% Increase / Decrease
in Remuneration in FY 2023 |
Ratio of Remuneration of each Whole –
Time Director to Median Remuneration of Employees |
1. |
Mr. Ajay G. Piramal
(Chairman) |
- |
N.A. |
N.A. |
2. |
Dr. (Mrs.) Swati A.
Piramal (Non-Executive Director) |
- |
N.A. |
N.A. |
3. |
Mr. Anand Piramal
(Non-Executive Director) |
- |
N.A. |
N.A. |
4. |
Mr. Jairam Sridharan
(Managing Director) |
342.56 |
-17.79%^ |
0.522 |
5. |
Mr. Suhail Nathani
(Independent Director) |
11.5 |
N.A. |
N.A. |
6. |
Mr. Gautam Doshi
(Independent Director) |
9 |
N.A. |
N.A. |
7. |
Mr. Puneet Dalmia*
(Independent Director) |
3.5 |
N.A. |
N.A. |
8. |
Mr. Khushru Jijina#
(Non-Executive Director) |
- |
N.A. |
N.A. |
9. |
Mr. Vikash Singhla$
(Chief Financial Officer) |
100 |
N.A. |
N.A. |
10. |
Mr. Bipin Singh (Company
Secretary) |
- |
N.A. |
N.A. |
Notes: a) Independent Directors are entitled to sitting fees within the
limits specified under the Act. Remuneration details for Independent Directors in the
above table comprises of sitting fees. Details in the corresponding columns are applicable
for Managing Director and KMPs. b) Non-Executive Directors do not receive any sitting fees
or any other remuneration. c) #Resigned as the Director of the Company, w.e.f 31st August
2022. d) *Appointed as an Additional Director w.e.f 31st March, 2022 and was regularized
as an Independent Director w.e.f 30th June, 2022. e) $ Appointed w.e.f. 31st March 2022.
f) ^Remuneration amount of Rs. 416.71 lakhs paid last year included one-time payouts
2. The median remuneration of employees of the Company during FY 2023
was Rs. 655 lakhs;
3. In the financial year, there was1.5% decrease in the median
remuneration of employees;
4. There were 4819 permanent employees on the rolls of the Company as
on 31stMarch 202 3;
5. Average percentage increase made in the salaries of employees other
than the managerial personnel for the FY 2023 was 5% for KMPs and 8.1% for Employees. As
regards, comparison of Managerial Remuneration of FY 2023 over FY 2022, details of the
same are given in the above table at Sr. No. 1;
6. It is hereby affirmed that the remuneration paid is as per the
Remuneration Policy for Directors, Key Managerial Personnel and other Employees.
B. Employee Particulars
Details of employee remuneration as required under provisions of
Section 197(12) of the Act read with Rules 5(2) & 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report and will be
provided upon request by a Member. Further, having regard to the provisions of the second
proviso to Section 136(1) of the Act and as advised, this Report excluding the aforesaid
information is being sent to the members of the Company. The said information is available
for inspection on all working days, during business hours, at the Registered Office of the
Company. Any member interested in obtaining such information may write to the Company
Secretary and the same will be furnished on request.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act, and the Rules
made thereunder, the Company has appointed M/s. N L Bhatia & Associates, Practicing
Company Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit
Report in form no. MR-3 and in compliance with Regulation 24A of Listing Regulations, is
annexed as Annexure 4 and forms an integral part of this Report. The Secretarial Audit
Report does not contain any qualification, reservation or adverse remark.
CERTIFICATIONS FROM COMPANY SECRETARY IN PRACTICE
A certificate has been received from M/s. N L Bhatia & Associates,
Practising Company Secretaries that none of the Directors on the Board of the Company have
been debarred or disqualified from being appointed or continuing as Directors of companies
by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such
statutory authority. The certificate is attached as Annexure 5 to this Report. The Report
on Corporate Governance as stipulated in the Listing Regulations forms part of the Annual
Report. The requisite certificate from M/s. N L Bhatia & Associates, Practicing
Company Secretaries, confirming compliance with the conditions of Corporate Governance as
stipulated under the Listing Regulations is annexed hereto as Annexure 6 to this Report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
The Management Discussion and Analysis Report as mandated by the RBI
Master Direction – Non-Banking Financial Company – Housing Finance Company
(Reserve Bank) Directions, 2021 vide Master Directon No. RBI/2020-21/73
DOR.FIN.HFC.CC.No.120/03.10.136/2020-21 dated February 17, 2021 and pursuant to the
Listing Regulations is annexed as
Annexure 7 .
RISK MANAGEMENT FRAMEWORK
The Company has a robust Risk Management framework to identify, measure
and mitigate business risks and opportunities. This framework seeks to create
transparency, minimize adverse impact on the business strategy and enhance the
Company's competitive advantage. This risk framework thus helps in managing market,
credit, operational and fraud risks and quantifies potential impact at a Company level.
Further information on the risk management process of the Company is contained in the
Management Discussion &Analysis Report which is annexed as Annexure 7 .
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
DIRECTORS' RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and systems of
compliance which are established and maintained by the Company, audits conducted by the
Internal, Statutory and Secretarial Auditors including audit of internal financial
controls over financial reporting by the Statutory Auditors and reviews by the Management
and the relevant Board Committees, including the Audit Committee and Risk Management
Committee, the Board is of the opinion that the Company's internal financial controls
were adequate and effective during FY 2023.
The Directors confirm to the best of their knowledge and ability, that:
a. in the preparation of the annual financial statements for the year
ended 31st March 2023, the applicable accounting standards have been followed with no
material departures;
b. the Directors have 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 31st March 2023
and of the profits/(losses) of the Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d. the Directors have prepared the annual financial statements on a
going concern basis;
e. the Directors, have laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
f. the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has always believed in providing a safe and harassment free
workplace for every individual working in Company's premises through various
interventions and practices. The Company always endeavors to create and provide an
environment that is free from discrimination and harassment including sexual harassment.
The Company has in place a robust policy on prevention of sexual harassment at workplace
which is in line with the requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee
(‘ICC') has been set up to redress complaints received regarding sexual
harassment. All employees (permanent, contractual, temporary, trainees) are covered under
this Policy and the policy is gender neutral. ICC has its presence at corporate office as
well as at site locations. During the year under review, 4 complaints were received during
the yearand all were disposed off. No cases were pending for more than 90 days.
EMPLOYEES STOCK OPTION SCHEME (ESOP)/ EMPLOYEE STOCK APPRECIATION
Pursuant to the Resolution plan all the equity shares (including any
right to subscribe to, or be allocated such equity shares, including any employee stock
options, pre-emptive subscription rights or convertible instruments held by any person)
held by the shareholders of e-DHFL or any other person were extinguished and cancelled.
ASSET LIABILITY MANAGEMENT (ALM)
The Company had a total borrowing of Rs. 40,61,117 Lakhs as on 31st
March 2023. The Company has a robust Asset Liability Committee (ALCO) and meetings are as
per the ALM policy and it continuously monitors asset-liability mismatches to ensure it as
per prescribed RBI/ NHB Guidelines. The Asset Liability Management (ALM) position of the
Company is based on the maturity buckets as per the guidelines issued by RBI/ NHB. The
Company also assesses behaviouralised maturity pattern of its assets and liabilities and
maintains adequate liquidity for its business.
CREDIT RATING
Beloware the rat ing assigned by Credit Rating Agencies as at 31stMarch
202 3:
Instruments |
ICRA |
Credit Rating CARE |
CRISIL |
Non-Convertible |
ICRA AA |
CARE AA (Stable) |
- |
Debentures / Long Term |
(Stable) |
|
|
Bank Facilities / Retail |
|
|
|
NCD |
|
|
|
Market Linked Debentures |
PP-MLD ICRA AA (Stable) |
CARE PP-MLD AA (Stable) |
- |
Subordinated Bonds (Tier
11) |
ICRA AA (Stable) |
CARE AA (Stable) |
- |
Commercial Paper |
- |
CARE A1+ |
CRISIL A1+ |
Fund Based Short Term |
- |
CARE A1+ |
- |
(Inter Corporate Deposit) |
|
|
|
DETAILS ON THE NON-CONVERTIBLE DEBENTURES ISSUED BY THE COMPANY
PURSUANT TO THE MASTER DIRECTION - NON-BANKING FINANCIAL COMPANY – HOUSING FINANCE
COMPANY (RESERVE BANK DIRECTIONS) 2021
1. The total number of Non-Convertible Debentures which have not been
claimed by the Investors or not paid by the Company after the date on which the
Non-Convertible Debentures became due for redemption – Nil;
2. The total amount in respect of such debentures remaining unclaimed
or unpaid beyond the date referred to in clause (1) as aforesaid – Nil
OTHERS
The Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. Details relating to issue of sweat equity shares and shares with
differential rights as to dividend, voting or otherwise, since there was no such issue of
shares;
2. Details of deposits which are not in compliance with the
requirements of Chapter V of the Act;
3. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
4. Neither any application was made, nor any proceeding is pending
under the Insolvency and Bankruptcy Code, 2016 against the Company.
ACKNOWLEDGEMENTS
We take this opportunity to thank the employees for their dedicated
service and contribution to the Company. We also thank our banks, business associates,
members and other stakeholders for their continued support to the Company.
By order of the Board ofthe Directors
|
Ajay G. Piramal |
Date:24 thMay 2023 |
Chairman |
Place:Mumbai |
(DIN:00028116 ) |
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