Professional Documents
Culture Documents
NOTICE is hereby given that the Twenty Second Annual General Meeting of the members of SAHARA HOUSINGFINA
CORPORATION LIMITED will be held at Sahara India Sadan, 2A, Shakespeare Sarani, Kolkata-700071 on Saturday, September
28, 2013 at 9.30 A.M. to transact the following business:
ORDINARY BUSINESS
1. To receive, consider and adopt the audited Balance Sheet as at March 31, 2013, the Profit & Loss Account for the year ended
March 31, 2013 together with Reports of the Directors and the Auditors thereon.
2. To appoint a Director in place of Shri Om Prakash Srivastava, who retires by rotation and, being eligible, offers himself for
re-appointment.
3. To appoint a Director in place of Shri Sakti Prasad Ghosh, who retires by rotation and, being eligible, offers himself for
re-appointment.
4. To appoint Auditors and to fix their remuneration and for the purpose to consider and, if thought fit, to pass with or without
modification, the following Ordinary Resolution:
“RESOLVED THAT the retiring Auditors Messrs. Chaturvedi & Co., Chartered Accountants, (Firm Registration No: 302137E) be
and are hereby re-appointed Auditors of the Company to hold office from the conclusion of this Annual General Meeting to the
conclusion of the next Annual General Meeting on such remuneration as may be determined by the Board of Directors in consultation
with the Auditors, and reimbursement of actual travel and other out of pocket expenses incurred by the Auditors for the purpose of
their audit.”
The Register of Members of the Company at Kolkata will remain closed from September 21, 2013 to September 28, 2013 (both
days inclusive).
NOTES:
1. A member entitled to attend and vote at the meeting, is entitled to appoint one or more proxies to attend and vote on a poll
only instead of himself/herself and the proxy need not be a member of the Company.
A proxy form duly completed and stamped, must reach the registered office of the Company not less than 48 hours before the
time for holding the aforesaid meeting.
2. The Register of Members and Share Transfer Books of the Company will remain closed from from September 21, 2013 to
September 28, 2013 (both days inclusive).
3. Members are requested to intimate immediately any change in their address to the Company’s Registrar and Transfer Agents
or Depository Participant, as the case may be.
4. Members/proxies should bring duly filled Attendance Slip sent herewith along with copy of the Annual Report and Accounts to
the AGM. Members who hold shares in dematerialized form are requested to write their Client ID and DP ID numbers and those
who hold shares in physical form are requested to write their Folio Number in the Attendance Slip for attending the meeting.
5. Members desirous of making a nomination in respect of their shareholding, as permitted under Section 109A of the Companies
Act, 1956, are requested to submit the prescribed Form 2B (in duplicate) to the Registrar and Share Transfer Agents of the
Company. Members holding shares in dematerialized form may contact their Depository Participant for recording the nomination
in respect of their holdings.
7. All documents, transfers, dematerialization requests and other communication in relation thereto should be addressed directly
to the Company’s Registrar and Share Transfer Agents, M/s. Link Intime India Private Limited at the following address:
Shri S.P.Guha
Link Intime India Private Limited
59 C, Chowringhee Road, 3rd Floor, Kolkata- 700 020
Ph: 033-2289-0540 Tele fax: 033- 2289-0539
E-mail: kolkata@linkintime.co.in
8. Members desiring any information with regard to Accounts are requested to write to the Company at an early date so as to
enable the Management to keep the information ready at the meeting. The Profit & Loss Account for the financial year ended
March 31, 2013, the Balance Sheet as at that date, the Auditors’ Report, the Directors’ Report and all other documents annexed
or attached to the Balance Sheet are available for inspection by the members at the Registered Office of the Company between
11.00 a.m. and 1.00 p.m. on working days up to this AGM.
9. Re-appointment of Directors: At the ensuing meeting, Shri Om Prakash Srivastava and Shri Sakti Prasad Ghosh retire by
rotation, and being eligible, offer themselves for re-appointment. The details pertaining to these directors required to be provided
pursuant to Clause 49 of the Listing Agreement are annexed herewith.
10. Pursuant to Clause 47(f) of the Listing Agreement entered into with the Stock Exchange, the Company has created an exclusive
email ID : dj.bagchi@saharahousingfina.com which would enable the members to post their grievances and monitor its redressal.
Any member having any grievance may post the same to the said email address for its quick redressal.
The Ministry of Corporate Affairs has taken a ‘Green Initiative in Corporate Governance’ by allowing paperless
compliances by the companies and has permitted service of documents including Annual Report to its members
through electronic modes. In the backdrop of this, the Company has given an option to the shareholders to
receive the Annual Report through e-mail and is sending the Annual Report through e-mail to those members
whose registered email IDs were available with us. To further support this initiative Members, whose e-mail IDs
have not been registered so far, are requested to register their e-mail addresses to their respective Depository
Participant, in respect of holdings in Demat form and , with the Company’s RTA , M/s Link Intime India Private
Limited, in respect of shares held in physical form.
Details of the Directors seeking re-appointment in 22nd Annual General Meeting
(In pursuance of Clause 49 of the Listing Agreement)
(Directorship & Committee Membership other than Sahara Housingfina Corporation Limited)
Expertise in specific wide experience across various industries wide experience across various industries
functional areas
Qualifications Master’s Degree in Arts and Bachelor’s M.Com, CAIIB, Diploma in Financial
Degree in Law Management (Bombay University)
List of Public Companies in • Sahara India Commercial Corporation Ltd. • Shristi Infrastructure Development
which Directorships held • Sahara India Medical Institute Ltd. Corporation Limited
on March 31, 2013 • Sahara One Media & Entertainment Ltd. • Bengal Shristi Infrastructure
• Sahara India Life Insurance Company Limited Development Limited
• Sahara India Power Corporation Limited • DBS Affordable Home Strategy Limited
• Sahara Prime City Limited
• Sahara Hospitality Limited
• Sahara India Financial Corporation Limited
• Sahara Universal Minings Corporation Limited
• Sahara Global Mastercraft Limited
• Sahara Global Design Studio Limited
• Sain Processing and Weaving Mills (P) Ltd.
(Subsidiary of Public Ltd. Co.)
Folio No. ....................... /Dp ID No* ................................ & Client ID No. * ...........................................................................
[(*) Applicable for members holding Shares in electronic from) No. of Shares held
district of ....................................... being a member/members of SAHARA HOUSINGFINA CORPORATION LIMITED hereby appoint
my/our proxy to attend and vote for me/us on my/our behalf at the Twenty Second Annual General Meeting of the Company to be
held on Saturday, the September 28, 2013 at 9.30 A.M. at the Registered Office of the Company at Sahara India Sadan, 2A
Shakespeare Sarani, Kolkata - 700 071 and at any adjournment thereof.
Affix
Signed this …………………………………………day of .....................................2013. rRRe. 1/-
Revenue
Signature ..................................................................................................................... Stamp
Note : The Proxy must be returned duly completed so as to reach the Registered Office of the Company not less than 48 hours
before the schedule time for holding the aforesaid meeting.
ATTENDANCE SLIP
SAHARA HOUSINGFINA CORPORATION LIMITED
Registered Office : Sahara India Sadan, 2A, Shakespeare Sarani
Kolkata - 700 071
No. of Shares held
Folio No. ....................... /Dp ID No* ................................ & Client ID No. * ...........................................................................
(IN BLOCK LETTERS)
[(*) Applicable for members holding Shares in electronic from)
.............................................................
I/We hereby record my/our presence at the Twenty Second Annual General Meeting of the Company to the held at the Registered
Office of the Company at Sahara India Sadan, 2A, Shakespeare Sarani, Kolkata -700 071 on Saturday, September 28, 2013 at
9.30 A.M.
Note : (1) Member/Proxy holder are requested to bring their attendance slip with them when they come to the meeting and hand
it over at the entrance after signing it.
(2) Members/Proxy holders who come to attend the meeting are requested to bring their copies of the Notice and Annual
Accounts.
CORPORATE INFORMATION
Board of Directors
Registered Office
1
BOARD OF DIRECTORS
2
PROFILE OF DIRECTORS & KEY MANAGERIAL PERSONNEL
PROMOTER DIRECTORS
v SHRI OM PRAKASH SRIVASTAVA (DIN No: 00144000) Delight Centre (CDC) at Aamby Valley City and subsequently
headed the Rs. 100 Cr Lake Front Development project at
Shri Om Prakash Srivastava, age 58 years, is one of the Promoter
Aamby Valley City.
Directors of the Company. He holds a Master’s Degree in Arts
and a Bachelor’s Degree in Law from Gorakhpur University. He INDEPENDENT DIRECTORS
has over 30 years of experience in retail finance and real estate. v SHRI BRIJENDRA SAHAY (DIN No: 00017600)
He has held several important industrial and financial positions.
He has been invited as a speaker by the World Bank and Shri Brijendra Sahay, age 74 years, is a retired IAS Officer and
International Forums in Paris and Vienna acknowledging his Ex-Chief Secretary of the Government of Uttar Pradesh. He is
views on the subject of emerging markets in the developing also on the Board of other companies like Sahara One Media
nations. He has been awarded “Pragati Purush” by the Governor & Entertainment Limited and Ginni International Limited.
of Uttar Pradesh and has also been honoured by the National v SHRI SAKTI PRASAD GHOSH (DIN No: 00183802)
and International Forums of Kayastha Samaj. He has done
extensive work through Sahara Welfare Foundation on many Shri Sakti Prasad Ghosh, age 74 years, is a former Executive
corporate social responsibility activities. He was also an Executive Director of the National Housing Bank. He belonged to the
Council Member of the Uttar Pradesh Technical University. service cadre of Reserve Bank of India and held various important
positions in RBI which included deputation of service to Unit
v SHRI JOY BROTO ROY (DIN No: 00432043) Trust of India (UTI) and NABARD. Presently, he is also on the
Shri Joy Broto Roy, age 52 years, is one of the Promoter Board of Shristi Infrastructure Development Corporation Limited,
Directors of the Company. He holds a degree in commerce. He Home First Finance Company India Private Limited, DBS
joined Sahara India Pariwar in 1982 and has more than 25 Affordable Home Strategy Limited, Bengal Shristi Infrastructure
years of experience with the Group. He has played key roles Development Limited.
in the creation of many group companies and brands including v SHRI RANOJ DASGUPTA (DIN No: 00216165)
Sahara One Media and Entertainment, Air Sahara (now divested)
and Sahara Infrastructure and Housing Limited. He played key Shri Ranoj Dasgupta, age 74 years, holds a Masters degree in
role in increasing the reach of the Hindi daily- Rashtriya Sahara Agricultural Sciences and is known for his administrative,
in North India. He had also been the President of the West enterprising and dynamic qualities. His Directorships amongst
Bengal Hockey Federation. others,include Sahara Infrastructure and Housing Limited,
Sahara India Tourism Development Corporation Limited, Sahara
v SHRI SEEMANTO ROY (DIN No: 00183666 ) India Infrastructural Development Limited and Sahara India
Shri Seemanto Roy, age 36 years, holds a Bachelors Degree Commercial Corporation Limited.
in arts from Lucknow University. He has been the Head of DETAILS OF THE KEY MANAGERIAL PERSONNEL
Aamby Valley City and the Entertainment businesses of Sahara INCLUDING BRIEF PROFILE:
India Pariwar and contributed immensely during his association
v SHRI D.J.BAGCHI
with these divisions of the Sahara India Group. He has more
than 10 years of experience in the real estate sector. He had Shri D.J.Bagchi, age 50 years, is a Fellow member of the Institute
also been associated with the Sahara Airlines (now divested) of Company Secretaries of India (ICSI) and a LLB, having about
in the capacity of Director. Presently, he holds, amongst others, more than 20 years’ experience in the Mortgage Finance Industry.
directorships on the Board of Sahara Prime City Limited, Sahara He is presently the Chief Executive Officer & Company Secretary
India World Mart Corporation Limited, Sahara Adventure Sports of the Company, possessing business expertise and professional
Limited, Aamby Valley Limited, Sahara Safe Drinking Water knowledge in Secretarial & Legal Matters and is in charge of
Supply Limited, Sahara India Club Royale Corporation Limited, the Company’s Business Development, Resource Mobilisation
Baghauli Sugar and Distillery Limited. He created the Customer and Statutory & Regulatory Compliances.
3
CEO
Speak ...
Dear Shareholder,
Housing is one of the three basic needs for all human beings across the income
spectrum. Housing is twice blessed–at the individual level, in terms of improving
their quality of life and at the macro level in terms of capital formation by boosting
household savings, backward and forward linkages with other sectors. Home
ownership has emerged as an individual and a social goal in our country. Housing
brings financial security constituting as it does for low and middle income Indians
their most valuable asset. In addition, it generates emotional and psychological
well being. As it is said, housing is a verb and not a noun.
Housing is a basic necessity. Yet a large number of households do not have access
to decent housing, particularly in a developing country like ours. In view of the
importance of housing, a key element of public policy in many countries has been
to encourage house ownership largely through fiscal incentives and better availability
of housing finance. While development of housing finance in advanced countries
has a long history, the expansion of housing finance by the formal financial sector
in India is relatively of a recent origin.
The major focus at Sahara Housingfina Corporation Limited (SHCL) has been to
provide home loans to individuals and families for purchase, construction, extension,
repair and renovation of houses. The Company has also developed loan products
for the families in the self-employed category where formal income proofs are not
easily available and the repayment capacity of such families are appraised based on their cash
flows. The Company has devised loan products to cater to the varying needs of its customers
including those of urban poor; a growing community of borrowers across the industry.
During the year ended March 31, 2013, your Company recorded a gross total income of
Rs. 2152.22 lacs, Profit Before Tax (PBT) of Rs. 264.55 lacs and Profit After Tax (PAT) of
Rs. 200.51 lacs. The Net Owned Fund (NOF) & Assets under Management (AUM) of the Company
as on March 31, 2013 stood at Rs. 2890.52 lacs and Rs. 15729.89 lacs, respectively. Earnings
Per Share (EPS) as on that date was Rs. 2.86. It is important to mention that despite more than
100% increase in the business during the year (incremental loans), the Company’s PAT and
consequently the EPS declined marginally in comparison to previous financial year as a result of
additional provisions on Standard Loan Assets to the tune of Rs. 61.16 lacs as regulatorily
prescribed. There is clearly still a long way to go before the company can be said to be fulfilling
its potential.
The Company continues to face challenges like resource mobilisation to generate new business,
and other common challenges facing the Industry like managing higher cost of funds, maturity
mismatches (asset-liability mismatches), containing non-performing assets (NPAs), rising interest
rates, thinning profit margins and fierce competition despite a robust demand.
Keeping in view the demand-supply gap, our favourable demography, increasing urbanisation and
better growth prospects, the demand for housing finance will continue to grow. The challenge,
therefore, is expansion of housing finance to a wider section of the population with the necessary
safeguards to preserve financial stability.
With the trust and confidence of our valued customers and investors and the support of the
Regulator and the lending institutions, SHCL will be surely able to establish itself as a prominent
player in the Housing Finance sector in India.
D. J. Bagchi
Chief Executive Officer
4
OPERATIONAL HIGHLIGHTS
2015.02
1985.08
1968.22
60
1750.57
50.76
50
40
45.09
42.01
30.11
30 27.00
24.59
24.47
20 22.37
10
6.20 6.21
5.90 5.95
2643
2449 2476
2288
40.39
33.35 33.19
18.91
5
2939.02
16050.00 15449.72 360.00
309.07
2738.51
306.87
299.26
2516.79
15050.00 14290.11
13894.98
320.00
264.55
14050.00 2290.39
13076.36
280.00
13050.00
226.40
221.72
222.48
200.51
12050.00 240.00
11050.00 200.00
10050.00 160.00
8050.00
120.00
6050.00
1104.82
924.46
80.00
717.15
280.17
4050.00
40.00
2050.00
0.00 0
Eastern Region
27.16
Northern Region
46.46
Western Region
25.63
Southern Region
58.05
45.00
Eastern Region 41.99 Eastern Region
39.12
64.25 40.00 524
Northern Region 35.95
88.86 Northern Region
35.00 32.72 1040
20.00
Southern Region Southern Region
15.00 813
105.80
10.00
5.00
6
DIRECTORS’ REPORT
FINANCIAL HIGHLIGHTS
(`)
PERFORMANCE
Some of the key highlights of your company’s performance ● The Gross Income for the year under review increased
during the year under review; marginally by 6.68 per cent to Rs. 2152.22 lacs in
Income & Profit (PBT & PAT) comparison to last financial year’s gross income of
Rs. 2017.51 lacs.
● The Profit and Loss Account shows a profit before tax of
Rs. 264.55 lacs after making provisions for NPAs and all Net Owned Fund (NOF) & Assets under Management (AUM)
standard Loan Assets and taking into account all expenses,
including depreciation as against the profit before tax of ● Shareholders’ Equity (Net Owned Fund) increased to
Rs. 299.26 lacs for the previous year. The provision for Rs. 2890.52 lacs from Rs. 2723.90 lacs in the previous
income tax (net of deferred tax) is Rs.64.06 lacs and the year, an increase of 6.12 per cent.
profit after tax for the year is Rs. 200.51 lacs as against
Rs. 221.72 lacs in the previous year. Taking into account ● The total Assets under Management of the Company as
the balance of Rs.892.38 lacs being brought forward on March 31, 2013 is Rs. 15729.89 lacs as against
from the previous year, the distributable profit is Rs. 14612.13 lacs in the previous year, thereby registering
Rs. 1023.54 lacs. a marginal increase of 7.65 per cent.
7
Earnings Per Share (EPS) DEPOSITS
The Earnings per share (EPS) is Rs. 2.86 as at March 31, 2013 The Company has been granted registration by the National
as against Rs. 3.17 as at March 31, 2012. Housing Bank, New Delhi as a non-deposit taking Housing
Finance Company. Being so, the Company has neither accepted
Lending Operations in the past nor has any future plans to accept any public deposits,
The main thrust continues on individual housing loans. Housing by whatever name called. The Company has not accepted /
loan to individuals i.e. retail loans constitute 97.23% of the renewed any deposits during the year within the meaning of
Section 58(A) of the Companies Act, 1956 and the Companies
outstanding loan portfolio as at March 31, 2013. During the year
(Acceptance of Deposits) Rules, 1975. There are no unclaimed
under review, your Company disbursed loans aggregating to
deposits as on March 31, 2013.
Rs. 4039.49 lacs as against Rs. 1891.46 lacs in the previous
year March 31, 2012. The outstanding loan portfolio as at NON-PERFORMING ASSETS AND PROVISIONS
March 31, 2013 stood at Rs. 15729.89 lacs as against The prudential guidelines for Non Performing Assets (NPAs)
Rs. 14612.13 lacs in the Previous Year March 31, 2012. issued by the National Housing Bank (NHB) under its Directions
The Cumulative Log-in, Sanction and Disbursement amount as of 2010, as amended from time to time have been strictly adhered
on March 31, 2013 are as under: to. As per the prudential norms, the income on such NPAs is
not to be recognised. As per the prudential norms, the Company
No. of Amount has made provision for contingencies on standard as well as
Particulars Accounts (` in lacs) non-performing housing loans and property loans.
2012-13 2011-12 2012-13 2011-12 The amount of gross Non- Performing Assets (NPA) as on
March 31, 2013 was Rs 201.98 lacs, which is equivalent to 1.28
Cumulative
per cent of the loan portfolio of the Company as against Rs.249.62
Log-in 5677 5272 53974.31 48568.19
lacs, which is 1.71 per cent of the housing loan portfolio as at
Cumulative March 31, 2012, thereby recording an improvement in collection
Sanction 3565 3241 36658.92 32266.95 mechanism in place with the Company.
CREDIT RATING In accordance with the provisions of the Companies Act, 1956
and the Articles of Association of the Company, Shri Om Prakash
The ‘Long-term Bank Facilities’ of the Company aggregating to Srivastava and Shri Sakti Prasad Ghosh, Directors of the
Rs. 5000 lacs have been assigned a CARE BB+ (Double B Company, retire by rotation at the ensuing Annual General
Plus) rating from Credit Analysis & Research Limited (CARE Meeting of the Company and being eligible, offer themselves
Ratings). for re-appointment.
DIVIDEND The details pertaining to these Directors seeking appointment
In its drive to further augment the Company’s growth and / re-appointment are furnished in the section ‘Directors’ Profile’
shareholders’ wealth, the Board of Directors felt it prudent to published elsewhere in this Annual Report and the notice of the
retain the earnings for the year under review to be ploughed ensuing AGM also contains the disclosures pertaining to these
back in the lending business. Directors as required under Clause 49 of the Listing Agreement.
8
None of the aforesaid Directors of the Company are disqualified certificate that their appointment, if made will be within the limits
for being appointed/re-appointed as Directors pursuant to prescribed under Section 224 (1B) of the said Act.
Section 274 (1)(g) of the Companies Act, 1956.
The Board of Directors recommends the appointment of
INTERNAL CONTROL M/s Chaturvedi & Co., Chartered Accountants, Kolkata, as the
Statutory Auditors, of the Company for the financial year
The Company has internal audit system whereby internal audit
2013-14.
is conducted by the internal auditors and reports are submitted
on a periodic basis. The audit function maintains its independence NOTES TO ACCOUNTS AND AUDITORS REPORT
and objectivity while carrying out assignments. It evaluates on
a continuous basis the adequacy and effectiveness of internal No adverse remark or observation is given by the Statutory
control mechanism, adherence to policies, procedures as well Auditors. The observations made by the Statutory Auditors in
as regulatory and legal requirements. The function also their report, read with the relevant notes to accounts, are self-
recommends improvement in operational processes and suggests explanatory and therefore do not call for any further comments.
streamlining of controls against various risks. The Audit Committee STATUTORY INFORMATION
of the Board reviews the internal audit function on a continuous
basis. Particulars regarding conservation of energy, technology
absorption, and foreign exchange earnings and outgo
Your Company has framed policies on ‘Know Your Customer &
Anti-Money Laundering Standards’, ‘Fair Practice Code’, ‘Policy The Company does not own any manufacturing facility. Hence
on Partial / Part-Prepayment’, ‘Foreclosure/Pre-closure of loan the particulars relating to conservation of energy and technology
prior to actual/agreed date of closure’, ‘Code of Conduct for absorption as per section 217(1)(e) of the Companies Act,1956,
Direct Selling Agents’, ‘Guidelines for Recovery Agents’, ‘Policy read with the Companies (Disclosure of Particulars in the Report
on Refunds of Fees (AF/PF)’, etc in order to upgrade the of the Board of Directors) Rules, 1988 are not applicable. There
procedures of collecting the information from the prospective has been no foreign exchange earning and outgo during the
borrowers and to ensure fair practices in dealing with the year under review.
borrowers.
Particulars of Employees
TECHNOLOGY UPDATION
Since no employee is in receipt of remuneration in excess of
The trial run of the 'operational module' of the in-house developed the limits as laid down under Section 217 (2A) of the Companies
system software which was commissioned in the later parts of Act, 1956, read with Companies (Particulars of Employees)
the previous financial year is in progress. On the sidelines, the Rules, 1975 as amended by the Companies (Particulars of
exercise of incorporating the live data to the software is in its Employees) Amendment Rules, 2011, no disclosures in this
preliminary stage and is expected to be completed during the regard are applicable.
ongoing financial year, this will enhance the operational
dependence on system and further strengthen the overall None of the Directors of the Company is disqualified to be
reporting mechanism in vogue with the company. Newer appointed as Director under the provisions of Section 274(1)(g)
application software have been provided wherever deemed of the Companies Act, 1956. The Directors have made necessary
necessary including better data management software. disclosures, as required under various provisions of the Act and
Clause 49 of the Listing Agreement with the Stock Exchange/s.
In consonance with earlier years, emphasis was maintained on
regular updating of systems and procedures to provide adequate DEPOSITORY SYSTEM
checks and alerts against probable frauds that may arise due The Company has entered into an agreement with CDSL / NSDL
to misrepresentation by applicants and even to ensure fair for transaction of shares in dematerialized form. As on
practice in dealing with borrowers. March 31, 2013, only 3.05 per cent of the Company’s paid up
Share Capital consisting of 2,13,312 shares were held in physical
AUDITORS
form. As per the Securities and Exchange Board of India’s (SEBI)
M/s Chaturvedi & Company, Chartered Accountants, [ICAI Firm instructions, the Company’s shares have to be transacted in
Registration No: 302137E], Kolkata, were re-appointed as dematerialised form and therefore, members are requested
Statutory Auditors in the twenty-first Annual General Meeting of to convert their holdings to dematerialised form.
the Company and their term is scheduled to end at the conclusion
HUMAN RESOURCES AND TRAINING
of the forthcoming Annual General Meeting.
Your Company has continuously been working to improve human
Pursuant to the recommendations of the Audit Committee at its
resource competence and capabilities in the Company to deliver
meeting held on May 29, 2013, the Board of Directors of the
the desired results. The Company aims to align HR practices
Company has approved, subject to the approval of the Members
with business goals, motivate people for higher performance
at the ensuing Annual General Meeting, the appointment of M/s
and build a competitive working environment. Rewarding high
Chaturvedi & Co., as Statutory Auditors for the financial year
performing employees are vital to the company’s success. The
2013-14. In terms of the provisions of Section 224 (1B) of the
Board values and appreciates the contribution and commitment
Companies Act, 1956, M/s Chaturvedi & Co. has furnished a
of the employees towards performance of your Company during
9
the year. In pursuance of the Company’s commitment to develop Implosion/Aircraft damage, Impact damage/Subsidence and
and retain the best available talent, the Company continued to Landslide including Rock Slide/ Bursting or Overflowing of Water
offer in-house training programme to staff members in executive Tanks & Pipes, Missile testing operations/Leakage from Automatic
development, leadership and management skills. The Company Sprinkler Installations, Bush Fire/other natural calamities.
had organised various training programmes for upgrading the
The details regarding the product (e.g. Sum insured, premium
skill and knowledge of its employees in different operational
payable etc.) are explained to the borrowers during personal
areas. The Company also sponsored its employees at various
discussion with them at the time of credit appraisal.
levels to attend various seminars and programmes conducted
by various organizations and institutions including Training CORPORATE GOVERNANCE
programmes conducted by the National Housing Bank so as to
update their knowledge and to keep them abreast of all the The Auditor’s certificate on Corporate Governance issued by
developments in their respective fields. the Statutory Auditors of the Company for the year under review,
as required under the Companies Act, 1956 and in pursuance
Employee relations remained cordial and the work atmosphere of the Clause 49 of the Listing Agreement is annexed to the
remained congenial during the year. report of the Directors on Corporate Governance.
DIRECTORS’ RESPONSIBILITY STATEMENT Your Company has been complying with the principles of good
corporate governance over the years. The Board of Directors
In accordance with the provisions of Section 217 (2AA) of the
support the broad principles of Corporate Governance. In addition
Companies Act, 1956 and based on the information provided
to basis governing issues, the Board lays emphasis on
by the management, your Directors state that:
transparency, accountability and integrity.
● In the preparation of the Annual Accounts, the applicable
Pursuant to Clause 49 of the Listing Agreement with the Stock
Accounting Standards have been followed and that there
Exchanges, Management Discussion and Analysis Report and
are no material departures.
Corporate Governance Report form part of this Annual Report.
● In the selection of the Accounting Policies, consultation
GO-GREEN INITIATIVES
with the Statutory Auditors have been made and have
applied them consistently, made judgements and estimates Like previous year, the go green initiative to send annual report
that are reasonable and prudent so as to give a true and in electronic format to the shareholders who have registered
fair view of the State of Affairs of the company as at March their e-mail ID with their Depository Participant, shall be continued.
31, 2013 and of the Profit of the company for year ended The shareholders who have not yet registered their e-mail ID
on date. are requested to do so to enable the Company to effectively
comply with this initiative.
● Proper and sufficient care has been taken to the best of
their knowledge and ability for the maintenance of adequate ACKNOWLEDGEMENTS
accounting records in accordance with the provisions of
the Companies Act, 1956 for safeguarding the assets of The Directors thank the valued customers, shareholders for their
the Company and for preventing and detecting fraud and goodwill, patronage and support.
other irregularities. The Directors place on record their appreciation for the advice,
● The Annual Accounts have been prepared on a Going guidance and support given by various regulatory authorities
Concern Basis. including the NHB, RBI, SEBI, MCA, Registrar of Companies,
the Stock Exchange (BSE), Depositories and all the bankers of
INSURANCE COVERAGE TO BORROWERS the Company. The Directors would also like to acknowledge the
role of all its stakeholders – borrowers, key partners, and lenders
The arrangement with National Insurance Company Limited to
for their continuing support to the Company. The Board would
offer comprehensive insurance cover product called “NATIONAL
also like to express its sincere appreciation to the Company’s
INSURANCE SAHARA HOME LOAN SURAKSHA BIMA”
RTA, Service Providers and Counsellors for their continued co-
affording protection to the borrowers of the Company against
operation. The Directors recognize and appreciate the efforts
the following risks/perils/natural calamities continued during
and hard work of all the employees of the Company and their
the year under review offering protection against the following
risks/ perils/calamities: continued contribution to its progress.
10
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Global Economic Perspective 5.3-5.5 percent in the last three quarters (Q4 of 2011- 12 to Q2
of 2012-13). The slowdown is not just confined to India. There
The global economic climate continues to be fragile with the has been a general slowdown in the global economy which has
problem of fiscal cliff in US and uncertainties surrounding the been passing through a rather prolonged phase of uncertainty.
Euro zone. The Euro zone is at particular risk due to worsening
Greek debt crisis, fiscal and banking problems in Spain, social The growth rate of the Indian economy (measured in terms of
unrest in peripheral countries, slow progress in achieving banking GDP at factor cost at 2004-05 prices) was 5.4 per cent in the
union and difficulty in building political consensus on major first half (H1) of year 2012-13 as against 7.3 per cent in the
issues. corresponding time period of the previous year. The growth for
the full year of 2011-12 was 6.5 per cent vis-à-vis the growth
While the Outright Monetary Transactions (OMT) announced rate of 8.4 per cent achieved ineach of the previous two years
by European Central Bank has provided a temporary reprieve, i.e. 2009-10 and 2010-11. The slowdown has been all pervasive
the risk on/ risk off behavior of investors continues to roil markets, and almost all the sectors have been affected.
contributing to heightened currency and stock market volatility.
At the same time, record low interest rates in advanced countries The Reserve Bank of India continued to follow a relatively tight
and quantitative easing has contributed to "search-for-yield" monetary policy to control inflation, although there has been
behaviour similar to what prevailed immediately prior to the some relaxation in the recent months in the Statutory Liquidity
2008 crisis. The slowdown in emerging economies like China, Ratio (SLR) as well as Cash Reserve Requirement (CRR). The
Brazil and India that grew strongly after the 2008 crisis, is adding cost of borrowing remains at elevated levels and this has had
to the global economic woes. The uncertain global climate has an impact on investment and growth in the economy, particularly
affected the Indian economy through a decline in exports, a fall that of the industry sector. Finally, bottlenecks in project
in the value of rupee and a slowdown in investment. It has also implementation have made financing more difficult and investors
led to a widening of the trade and current account deficits and more cautious.
an overall deceleration in the growth rate of the economy. (Source: Mid-year economic analysis 2012-13, Ministry of Finance,
The IMF in its latest global economic assessment (World Deptt of Economic Affairs, Economic Division).
Economic Outlook October2012) indicates the deterioration in ECONOMIC PROSPECTS FOR 2013-14
the world economic environment and signs of increasing risks.
Accordingly, global economy is estimated to grow 3.3 per cent The global economy continued to grow at a slow pace in 2012.
in 2012 and 3.6 per cent in 2013 with advanced economies In 2013, the world economy is expected to perform better.
projected to grow by 1.3 per cent in 2012. Growth of emerging However, the recovery is expected to be slow and uncertain.
economies has been revised downward further by the IMF to Inflation did ease in 2012-13 vis-à-vis higher levels prevailing in
5.3 per cent in 2012. Leading emerging markets such as China 2011-12. However, the pace of decline has been slow, denying
and India are projected to show lower growth in 2012. India's requisite flexibility to the RBI to undertake sufficient reduction in
GDP at market prices (2004-05 prices) is projected to grow to the policy rates.
4.9 per cent in 2012 and 6.0 per cent in 2013. China is projected However, with the reform measures undertaken recently to
to grow at 7.8 per cent in 2012 and 8.2 per cent in 2013. improve investment sentiments in the economy as well as to
improve the fiscal situation, along with the expectation of
(Source: Mid-year economic analysis 2012-13, Ministry of
improvement in the global economic scenario, there is a possibility
Finance, Deptt of Economic Affairs, Economic Division).
of revival of growth in 2013-14. Of course, these projections
Overview of the Indian Economy assume that monsoon is normal, the rate of inflation declines
further and that the anticipated mild recovery of global growth
The Indian economy after reporting fairly robust growth of over takes place.
9 per cent during 2005-08, moderated to a growth of 6.7 per
cent in 2008-09 because of the global financial crisis. Because IMPORTANCE OF HOUSING
there was fiscal and monetary space, timely stimulus allowed Macroeconomic stability and the housing sector are inextricably
the economy to recover fairly quickly to a growth of 8.4 per cent linked. Housing is a significant engine for growth and development
in 2009-10 and 2010-11. Since then, however, the fragile global of any economy. Safe, secure and affordable housing implies
economic recovery and a number of domestic factors have led an increase in employment and educational opportunities for
to a slowdown once again. individuals and also enriches communities leading to a better
The slowdown in the Indian economy that began in the second quality of life and a better civil society. The housing sector has
quarter of 2011- 12, when the growth rate declined to 6.7 per strong backward and forward linkages to over 250 ancillary
cent from a level of 8.0 per cent in the first quarter, continued industries which includes construction workers, builders,
in subsequent quarters. Growth has been in the range of developers, suppliers, civil engineers, valuers, property
11
consultants, furnishers, interior decorators, and plumbers – a DIMENSIONS OF THE PROBLEM OF HOUSING SHORTAGE
virtually unending list. Housing ranks fourth in terms of the
multiplier effect on the economy and third amongst 14 major The housing market in India is influenced by both demand and
industries in terms of total linkage effect. After agriculture, the supply side constraints. The growing middle class, income levels
housing and real estate industry is the second largest of the people, cyclical conditions, urbanization are demand
employment generator in India. The sector is labour intensive drivers which have impacted the housing sector. The major
and, including indirect jobs, provides employment to around 33 supply side constraints include the lack of availability of land,
million people. It is estimated that about 70 per cent of these finance at reasonable rate, infrastructure, legal and regulatory
are employed in the infrastructure segment and the remaining framework and the limitations of the private and other
30 per cent in the real estate segment. According to industry stakeholders to provide low income housing.
estimates, the industry is expected to generate additional (Source: Report on Trend and Progress of Housing in India
employment of 47 million, with the total number of persons 2012- NHB).
employed in the sector reaching 83 million persons by 2022.
Housing and building activity levels have significant HOUSING FINANCE COMPANIES
macroeconomic effects - directly in terms of the consumer price
The key factors for HFCs to succeed in the Indian housing
index and interest rates, and indirectly in terms of the 'wealth'
finance industry include:
effect on spending levels and multiplier effects from employment
in the sector. – Cost of funds
(Source: Report on Trend and Progress of Housing in India – Strong credit function
2012- NHB).
– Cost of operations
HOUSING SHORTAGE – Product features
The Working Group on Rural Housing for the Twelfth Five Year – Brand recognition
Plan (2012-17), has estimated the total housing shortage in
rural areas at 43.67 million units. It is also of major concern that
COMPOSITION OF BORROWINGS BY HFCS
90 per cent of the rural housing shortage (approximately, 39.30
million units) are in respect of Below the Poverty Line (BPL) The HFCs primarily depend on loans from banks and financial
categories. The vulnerabilities to the rural housing sector are institutions besides their own funds i.e. equity and reserves.
often thought to be limited to the delivery system for housing Borrowings through bonds and debentures, inter- corporate
materials, services and finance. The sector, however, is deeply deposits (ICDs), commercial papers, sub-ordinate debt and
affected by infrastructure deficit – roads, electricity supply, fixed deposits from public are the other sources of funds for
drinking water and sanitation. Housing finance which plays a HFCs.
key role in the urban housing revolution is rather conspicuous
by its absence in the rural setting. To aggravate the situation A graphical representation of the borrowings of the HFCs on a
further, there is a real paucity of common or non-agricultural broad scale for the three years ending March 31, 2012 is given
land for meeting the housing needs of the poor; whatever little below:
is available is pre-empted by the demands from other sectors.
The lack of vibrancy in the market for village properties and the Composition of Borrowings by HFCs
marked volatility in agricultural incomes combine to dampen Composition of Borrowings as on March 31
the prospects of this sector. Type of 2010 2011 2012
As per the latest Government estimates, the housing shortage Borrowings
Amount Percent Amount Percent Amount Percent
in the urban areas is 18.78 million units. The situation is appalling Total Total Total
with 99 per cent of the housing shortage pertaining to the
Bank
Economically Weaker Section (EWS) and Low Income Group Borrowings 70,471.39 36.65 89,177.73 39.33 1,00,663.03 36.37
(LIG) categories which does not seem to be getting translated
into economic demand due to lower affordability by the poor. Other
Borrowings 94,786.89 49.29 1,08,845.39 48.01 1,40,647.09 50.81
Out of this shortage, the congestion factor contributes to 12.67
million of households and need for fresh housing contributes Public
to 16.29 Million units. The ever increasing demand for housing Deposits 27,035.75 14.06 28,694.34 12.66 35,475.58 12.82
and consequent development of slums drags down the Total 1,92,294.04 100 2,26,717.46 100 2,76,785.70 100
productivity of the city and its potential contribution to economic
growth.
(Source: Report on Trend and Progress of Housing in India
2012- NHB).
12
low delinquency rate have resulted in a low number of non-
Composition of Borrowings by HFCS (Per cent of Total Borrowings) performing assets compared to other sectors. Further, this has
enabled the sector to grow at a phenomenal rate and attracting
60
many institutional players representing high volume.
50 49.29 50.81
48.01 The property prices have seen upward movement and the
40 39.33
expected rise in interest rates due to inflationary pressures could
36.65 36.37 impact the affordability of the average home loan borrower to a
30 great extent. Nevertheless the housing finance sector is expected
to continue to grow steadily backed by the continuing demand
20 and supply gap in dwelling units, reducing age profile of borrowers,
14.06 12.66 12.82
higher income levels, increasing proportion of double income
10
households and easy and wider choice of financing options.
0 Housing being one of the low risk asset classes for financiers
and hence scheduled commercial banks has become very
2010 2011 2012 aggressive in this segment, which are armed with well established
Bank Borrowings Other Borrowings Public Deposits vast network and accessibility to funds at relatively lower costs.
The concern for the “stand alone housing finance Companies”
HFCs - Key Financial Indicators will be the continuous availability of funds at a longer tenor with
(Amount in Rs. Crore) affordable rates. Reserve Bank of India has mandated the Banks
Outstanding as on March 31 to switch over to the system of “Base Rate’’ which is a welcome
measure, will enhance transparency in lending rates, however
Particulars 2009 Growth 2010 Growth 2011 Growth
may result in increase in cost of funds for the Housing Finance
% % %
Industry. However still there is ample scope for the “Housing
Paid up
capital 4890.47 1.95 5167.72 5.67 5,402.52 4.54
Finance Industry” to grow, due to huge demand and supply gap
existing in housing segment and the consequent need for funding
Free
Reserves 24674.83 23.80 29657.67 20.19 34,658.03 16.86
of purchases of shelter across all segments of the population.
Net owned Segment Reporting
fund (NOF) 28180.65 26.41 32730.89 16.15 37,103.02 13.36
Accounting Standard 17 regarding Segment-wise Reporting does
Public
deposits 27035.75 33.21 28694.34 6.13 35,475.58 23.63 not apply to your Company since revenues are derived from only
one segment i.e. housing finance activity.
Outstanding
Housing
Loans 153188.73 20.79 186438.25 21.71 2,22,224.74 19.19
Risks and Concerns
(Source: Report on Trend and Progress of Housing in India 2012- NHB). One general feature observed in many of the housing finance
companies is lowering of interest spreads due to increase in cost
Opportunities and Threats
of funding and competitive rates to be offered on housing loans
Housing finance in India is growing rapidly. With the intervention due to stiff competition from scheduled commercial banks. Upward
of the banking sector and the emergence of more specialized trend witnessed in property prices and the expected rise in
financial institutions, the sector is attracting a wide range of interest rates will impact the affordability of vast number of end
customers ranging from individuals to corporations to groups. users.
As on June 30, 2012 fifty six (56) Housing Finance Institutions
The Directors and the Management is fully geared to take
were registered with the National Housing Bank. The composition
appropriate and timely action with the objective of becoming
of funds for the housing sector - a mix of short and medium-term
financially even stronger in the years to come.
funds is a concern. Measures are being considered for channelling
long-term pension and provident funds as well as external funds Risk Management
into the housing sector. A securitization market has also begun
Risks include credit risk, liquidity risk, and interest rate risk,
to operate, as a measure for better matching of assets and
operational risk market risk. The credit risks are minimized by
liabilities. The Government of India, Reserve Bank of India and
having established credit appraisal system in place, prescribing
the National Housing Bank have attached priority to the housing
exposure limits, periodic review of the portfolio. The Company
finance sector and continue their support to the sector through
operates in the mid segment and a substantial majority of
fiscal and regulatory measures. The burgeoning middle class,
borrowers are in the salary group. The Company has EXPERIAN
their increasing purchasing power, the changing demographics,
checks, field verification, stringent legal and technical due diligence
and the increasing number of nuclear families coupled with a
etc. which have helped to reduce incremental delinquencies.
13
The operational risks are minimized by strengthening the internal Marketing and Selling Arrangements
control procedures and addressing the deficiencies reported by The Company has a strong marketing team, which has taken
the internal auditors. Liquidity risk and interest rate risk arising steps to serve the customers at their door step which includes
out of maturity mismatch of assets and liabilities are managed appointing Home Loan Agents, Direct Selling Agents and Home
through regular monitoring of the maturity profiles, and yield Loan Counsellors. The Company also caters to walk-in customers
management by way of risk, return, and portfolio management. among others. Besides this, the Company is active in advertising
and various marketing arrangements.
Risk Management Committee
Loan Products
The Company has formed an Asset Liability Committee (ALCO)
SHCL’s major focus has been to provide home loans to individuals
which meets at periodic interval to review its approvals
and families for purchase, construction, extension, repair and
and controls to the various risks faced. The ALCO reviews the
renovation of houses. The Company has also developed loan
process of implementation of various risk management techniques,
products for the families in the self-employed category where
system policies, procedure and evaluates as well as advises for
formal income proofs are not easily available and the repayment
changes required in relation to the business environment.
capacity of such families are appraised based on their cash
flows.
Loan products offered by the Company are as under:
Individual Housing Loans (HL) This is the primary home loan product available to all Indian nationals / NRIs
(selectively), to acquire/construct a house any where in India within the jurisdiction
of SHCL’s Branches/satellite offices.
Home Improvement Loans (HIL) This loan is extended to help the borrower meet his requirement of improvement/
renovation of the existing house.
Home Extension Loan (HEL) This loan is given to enable the individual to expand the home/construct
additional space to meet the growing requirements of the family.
Land Loans (LL) Strictly for non-agriculture land situated within approved layouts of Municipal/
Development Authority limits.
In other words Land Loans can be sanctioned only in case of Plots allotted by
Development Authorities and Housing Board specifically for the construction
of houses/flats (residential purpose) within Municipal limits.
Home Loan Plus (HLP) Existing Borrowers with good repayment track record are eligible to apply for
this loan.
Seasoning period of 6 months from the last/full disbursement of the existing
loan.
Mortgage Loans (ML) This loan is extended to those who own residential property with fixed sources
of income and are looking for finances to meet immediate requirements like
children’s education, marriage, medical treatment etc.
Non Residential Property Loans (NRPL) All professionals like practising Medicos, CA/ICWA/CS, Architect, Consulting
Engineer, Solicitors may be considered for this loan for acquiring/constructing
their Office premises, clinic etc.
Home Loan Enhancement (HLE) In the case of existing good borrowers whose repayment track record is
consistent and regular, can enhance existing loan for extension or renovation
or repairs of the property.
Loan Take Over/Balance Transfer (BT) Existing home loan takeover from HFCs/Banks.
Existing mortgage loan takeover from HFCs/Banks.
Existing non residential premises loan takeover from HFCs/Banks.of houses/flats
(residential purpose) within Municipal limits.
14
Spread on Loans
The average yield on loan assets during the year was 12.68% The Company, through its competitive pricing, wide distribution
per annum as compared to 12.94% per annum in the previous network and good customer service, has not only been able to
year. The average all-inclusive cost of funds was 9.70% per show a good growth in new business, but has shown improved
annum as compared to 10.27% per annum in the previous year. retention rates, reflected in high growth of loan book.
The spread on loans over the cost of borrowings for the year Human Resources Development
was 2.98% per annum as against 2.67% per annum in the
previous year. The Company has dedicated staff strength of 50 persons as on
March 31, 2013. The manpower requirement of the offices of
New Segments the Company is assessed and recruitment is conducted
The Company has been continuously analysing the housing accordingly. Personal skills of employees are fine tuned and
needs and credit profile of under served market segments. knowledge is enhanced by providing them internal and external
Method of gaining a deeper understanding of these market training, keeping in views the market requirement from time to
segments are under review and would enable us to enlarge time. Outstanding performers are rewarded by elevation to the
our customer base. higher cadre.
Business Strategy Loan asset per employee of the Company as at March 31, 2013
was Rs. 314.60 lacs and net profit per employee Rs. 4.01lacs.
To be a prominent Corporate Citizen in promoting housing
activities through customer friendly home finance schemes Conclusion with Caution
within a service oriented atmosphere. To consolidate and grow Statements in this report, describing the company’s objectives,
in a competitive environment reflecting the ethical standard of estimations, projections, expectations are “forward looking
a good corporate citizen. statements” based on the management’s current expectations
Competition and beliefs concerning future developments and their potential
effect upon the Company. Several factors could make significant
By virtue of their larger deposit base which provides access to difference to the company’s operations. These include economic
low-cost funds and larger branch networks Banks in India hold conditions affecting demand and supply, Government regulations
an advantage over HFCs. HFCs may, however, by focusing on and taxation, natural calamities, etc. over which the company
the housing market, may maintain better customer service, does not have any direct control. SHCL assumes no responsibility
lower operating costs and avoid government mandated /directed- in case the actual results differ materially due to change in
lending standards. internal or external factors.
15
REPORT ON CORPORATE GOVERNANCE
1. CORPORATE GOVERNANCE
Corporate Governance is concerned with holding the balance of 6 (six) members. All the Directors of the Company are
between economic and social goals and between individual Non-executive Directors and half of them (i.e. 50%) are
and communal goals. The corporate governance framework is Independent Directors. The composition of the Board satisfies
there to encourage the efficient use of resources and equally the requirements of Clause 49 of the Listing Agreement.
to require accountability for the stewardship of those resources. All the directors on the Board are liable to retire by rotation. Of
The aim is to align as nearly as possible the interests of the retiring directors at least one third retires every year and if
individuals, corporations and society. eligible, qualify for re-appointment. In terms of the Article of
Association of the company, the strength of the Board shall not
Sahara Housingfina Corporation Limited is committed to sound be less than 3 (three) and more than 12 (twelve).
corporate governance practice in the way it conducts its business
and deals with its stakeholders. The Company has always Board Composition As On March 31, 2013
worked towards building trust with shareholders, employees,
customers, suppliers, and other stakeholders based on the No. of Percentage to
principles of good Corporate Governance, viz., integrity, equity Category Directors total no.of
principles transparency, fairness, disclosure, accountability and Directors
commitment to values. It is the Company’s philosophy and Executive Directors Nil Nil
strong belief that these practices go a long way in establishing
Non- Executive
the credibility of the Company and create significant long term
Non- Independent Directors 3 50.00
value for all its stakeholders.
Independent Directors 3 50.00
Composition of the Board
Note: Brief profile of the Directors is highlighted elsewhere in
On March 31, 2013 the Company’s Board of Directors consisted the Annual Report.
16
NUMBER OF BOARD MEETINGS interests of the Company. There has been no material pecuniary
relationship or transaction between the Company and its Directors
The Board met five times during the year on May 30, 2012,
during the year.
July 25, 2012, September 29, 2012, November 10, 2012, and
February 11, 2013. INFORMATION SUPPLIED TO THE BOARD
ATTENDANCE AT THE BOARD MEETINGS AND AT ANNUAL The Board of Directors is presented with detailed notes along
GENERAL MEETING (AGM) DURING THE FINANCIAL YEAR with the agenda papers well in advance of the meeting. The
2012-2013 Board periodically reviews compliance reports prepared by the
Company regarding all laws applicable to the Company, as well
No. of Board Whether as steps taken to rectify instances of non-compliances, if any.
Meeting Attended Attended
Name of Director
(Total Meetings Last AGM Important operational matters are brought to the notice of the
Held : 5) Board at its meetings held from time to time. Operational heads
Shri Om Prakash Srivastava 4 No attend the Board Meetings in case required to provide inputs
Shri Joy Broto Roy 4 No and explain any queries pertaining to their respective areas of
Shri Seemanto Roy 3 No operations to enable the Board to take informed decisions.
Shri Brijendra Sahay 5 Yes CODE OF CONDUCT
Shri Sakti Prasad Ghosh 5 Yes
Shri Ranoj Dasgupta 5 Yes In compliance with the Clause 49 (I) (D) of the Listing Agreement
with the Stock Exchanges, the Board of Directors of the Company
DIRECTORS WITH MATERIALLY PECUNIARY OR BUSINESS has at its meeting dated October 28th, 2005 laid down a Code
RELATIONSHIP WITH THE COMPANY of Conduct for all the Board Members and Senior Management
Personnel of the Company.
As mandated by Clause 49, the Independent Directors on the
Company’s Board: The Code of Conduct and Ethics relating to matters concerning
• Apart from receiving Director’s remuneration, do not have Board members and Senior Management Officers and their
any material pecuniary relationships or transactions with duties and responsibilities has been meticulously followed. All
the Company, its promoters, its Directors, its senior Directors and Senior Management Officers have affirmed
management, its subsidiaries and associates which may compliance of the provisions of the Code during the year 2012-
affect independence of the Director. 13. A declaration to this effect signed by the CEO is attached
to this report. The Code of Conduct is posted on the Company’s
• Are not related to promoters or persons occupying
website www.saharahousingfina.com.
management positions at the Board level or at one level
below the Board. REMUNERATION TO DIRECTORS
• Have not been an executive of the Company in the Directors do not receive any remuneration except the sitting
immediately preceding three financial years. fees for the meetings of the Board and Committee meetings
• Are not partners or executives or were not partners or attended by them. The Company did not advance any loans to
executives during the preceding three years of the: any of its directors in the year under review.
o Statutory audit firm or the internal audit firm that is DETAILS OF SITTING FEES PAID DURING 2012-2013
associated with the Company.
Sitting Fees
o Legal firm(s) and consulting firm(s) that have a material
paid for
association with the Company. Total
Name of Directors Board Audit
• Are not material suppliers, service providers or customers (`)
Meeting Committee
or lessors or lessees of the Company, which may affect (`) (`)
independence of the Director.
Shri Om Prakash. Srivastava 40,000 40,000 80,000
• Are not substantial shareholders of the Company i.e. do Shri Joy Broto Roy 40,000 - 40,000
not own two percent or more of the block of voting shares. Shri Seemanto Roy 30,000 - 30,000
Details of transactions of a material nature with any of the Shri Brijendra Sahay 50,000 40,000 90,000
Shri Sakti Prasad Ghosh 50,000 40,000 90,000
related parties as specified in Accounting Standard (AS) 18
Shri Ranoj Dasgupta 50,000 40,000 90,000
issued by the Institute of Chartered Accountants of India are
disclosed in the Notes to the financial statements for the year Note: Sitting fees of ` 10,000/- are paid for each Board and Audit
2012-13. There has been no transaction of a material nature Committee Meeting held during the year. No sitting fee is paid for
with any of the related parties which was in conflict with the Shareholders’/Investors’ Grievance Committee meetings.
17
COMMITTEE OF THE BOARD
AUDIT COMMITTEE:
During the financial year, the Committee meetings were held The Audit Committee Meetings are attended by the Directors,
on May 30, 2012, July 25, 2012, November 10, 2012, and Chief Executive Officer, representatives of the Statutory Auditors
February 11, 2013. The necessary quorum was present at all and representatives of the Internal Auditors. The Operations
the meetings. Heads are invited to the meetings, as and when required. The
The composition of the Committee is as per Section 292A of Company Secretary acts as Secretary of the Audit Committee.
the Companies Act, 1956 and the guidelines set out in the Details of Audit Committee for the financial year ended on
Listing Agreement with the Stock Exchanges. March 31, 2013 are as under:
Details of Audit Committee for the financial year ended on 31 March 2013 are as under:
Composition of the Audit Committee and Particulars of Meetings attended by the members of the Audit
Committee:
COMPOSITION OF THE AUDIT COMMITTEE
18
The composition of the Shareholders / Investors Grievance Committee and the details of meetings attended by its members are
given below:
No. of Meeting During the year 2012-13
Names Category Designation
Held Attended
Shri Sakti Prasad Ghosh NED (I) Chairman 17 17
Shri Ranoj Dasgupta NED (I) Member 17 17
The Company Secretary of the Company acts as the Compliance the board and the interested directors do not participate in the
Officer. Name, designation and address of Compliance Officer discussion nor do they vote on such matters.
is as under:
CODE FOR PREVENTION OF INSIDER TRADING
Shri D. J. BAGCHI PRACTICES
CHIEF EXECUTIVE OFFICER & COMPANY SECRETARY
In compliance with the SEBI regulation on prevention of insider
SAHARA HOUSINGFINA CORPORATION LTD.
trading, the Company has in place a comprehensive Code of
1ST FLOOR, SAHARA INDIA SADAN
Conduct for its Directors and Senior Management Officers. The
2A, SHAKESPEARE SARANI,
Code contains guidelines which advise them on procedures to
KOLKATA- 700 071
be followed, disclosures to be made, closure of Trading Window
PH: 033- 2282-9067/ 0811 FAX: 033 – 2282 9271
and cautioning them of the consequences of violation of the
REMUNERATION COMMITTEE (Non-mandataory) Code.
The Board of Directors of the Company has in its meeting dated The Company Secretary has been appointed as the Compliance
October 30, 2003 constituted a Remuneration Committee of Officer and is responsible for adherence to the Code.
Directors to (a) review the performance of the Managerial CEO/ CFO CERTIFICATION
Personnel, (b) recommend to the Board remuneration including
salary, perquisites and commission to be paid to the Company’ The CEO / CFO certification of the financial statements and
Managerial Personnel, (c) finalize the perquisites package of the cash flow statement for the year has been obtained and
the Managerial Personnel of the Company within the overall had been placed before the Board in its meeting dated
ceiling fixed by the Board, (d) such other matters as the Board May 29, 2013.
may from time to time request the Remuneration Committee to
STATUS OF REGULATORY COMPLIANCES
examine and recommend / approve.
The Company has complied with all the requirements of the
The composition of the Remuneration Committee is as Listing Agreements as well as the regulations and guidelines
given below: of SEBI and there has been no non-compliance of any legal
requirements or strictures imposed by any Stock Exchanges,
Members Category Designation SEBI or Regional Director, Company Law Board, National
Housing Bank (NHB) over the last three years ending
Shri Brijendra Sahay NED (I) Chairman
March 31, 2013. A comprehensive report of all such compliances
Shri Sakti Prasad Ghosh NED (I) Member is placed quarterly before the Board for its review. No penalty
or strictures were imposed on the Company by Stock Exchange,
Shri Ranoj Dasgupta NED (I) Member SEBI, or any other statutory authority on any matter related to
capital market since last three years.
NED (I): Non-executive and Independent Director
WHISTLE BLOWER POLICY
MANAGEMENT
The Company encourages all employees, officers and directors
MANAGEMENT DISCUSSION AND ANALYSIS REPORT to report any suspected violations promptly and intends to
This annual report has a detailed report on management investigate any good faith reports of violations. The Whistle
discussion and analysis. Blower Policy specifies the procedure and reporting authority
for reporting unethical behaviour, actual or suspected fraud or
DISCLOSURES MADE BY THE MANAGEMENT TO THE violation of the Code or any other unethical or improper activity
BOARD including misuse or improper use of accounting policies and
All disclosures related to financial and commercial transactions procedures resulting in misrepresentation of accounts and
where directors may have a potential interest are provided to financial statements. The Whistle Blower policy has been
19
formulated with a view to provide a mechanism for employees issued and listed capital. The report of such audit is submitted
of the Company to approach the Chief Executive Officer or to the Stock Exchange periodically.
Audit Committee of the Board as the case may be to safeguard
2. SHAREHOLDERS’ INFORMATION
them against victimization.
COMMUNICATION TO SHAREHOLDERS
AUDITORS’ CERTIFICATE ON CORPORATE GOVERNANCE
The Company interacts with shareholders through multiple
As per Clause 49 of the Listing Agreement, the Auditors’
channels of communication such as results announcement,
certificate on Corporate Governance is included elsewhere in
annual report, media releases, Company’s website etc.
the Annual Report.
As required under clause 41 of the Listing Agreement, the
RELATED PARTY TRANSACTIONS
quarterly / annual financial results are published in widely
Related Party Transactions with Subsidiaries, Associate circulated national English newspaper and in a vernacular
companies, Key Managerial Personnel and others, if any, are newspaper.
given in the Balance Sheet.
As per Listing Agreement certain corporate information such as
RECONCILIATION OF SHARE CAPITAL AUDIT the quarterly, half-yearly and annual results, annual report and
the shareholding pattern of the Company are also filed on CFDS
A qualified practicing Company Secretary carries out the audit
website (Corporate Filing And Dissemination System). CFDS
of the Company on quarterly basis to reconcile the total admitted
offers a common platform for listed companies to file their returns
capital with National Securities Depository Limited (NSDL) and
with stock exchanges and also a common place for investors
Central Depository Services India Limited (CDSL) and the total
to view information related to listed companies.
21st A.G.M 29.09.2012 Sahara India Sadan Special Resolution passed appointing Shri D. J. Bagchi,
11.00 A.M 2A, Shakespeare Sarani, Kolkata - 700 071 CEO, as Manager u/sec. 269 of the Companies Act,
1956, for a period of three years.
20
iii. GENERAL INFORMATION ABOUT THE COMPANY
Financial Reporting Calendar: 2013-14 (Tentative) • First Quarter Results July/Aug 15, 2013
• Second Quarter Results Oct/Nov 15, 2013
• Third Quarter Results Jan/Feb 15, 2014
• Annual Results May, 2014
21
vi. SHAREHOLDING PATTERN AS ON MARCH 31, 2013
Category of Shareholder
Promoters:
Indian Promoters:
- Sahara Prime City Limited 01 29,40,000 42.00
- Sahara India Corp Investment Limited. 01 16,38,587 23.41
- Sahara India Finance & Investment Limited 01 4,16,000 05.94
Others
Private Corporate Bodies:
i) Gandevi Commerce Pvt. Ltd. 01 7, 23, 044 10.33
ii) Other 168 1,31,134 01.87
Indian Public 7,607 11,18,252 15.97
NRIs/OCBs/Clearing Member 71 32,983 00.47
Foreign Institutional Investors – – –
22
SHARE TRANSFER SYSTEM INVESTOR CORRESPONDENCE
All the applications regarding physical transfer, transmission, Shri D.J.Bagchi
splitting of share certificates, dematerialization and Compliance Officer & Company Secretary
rematerialization are processed by the Registrar and Share Sahara India Sadan
Transfer Agents, ‘Link Intime India Private Limited’. 2A, Shakespeare Sarani, Kolkata- 700 071
The transfers are normally processed within 15-20 days from Ph: 033- 2282-9067/ 0811 Fax: 033 – 2282 4910
the date of receipt if the documents are complete in all respects. e-mail: dj.bagchi@saharahousingfina.com
Certain Directors and the Company Secretary are severally
empowered to approve transfers. Grievances received from the Shri Vinay Kumar Mishra
members and other miscellaneous correspondence on change
Manager- Secretarial
of address, mandates etc. are processed by the Registrars within
Sahara India Sadan
15 to 20 days.
2A, Shakespeare Sarani, Kolkata- 700 071
DEMATERIALIZATION OF SHARES AND LIQUIDITY Ph: 033- 2282-9067/ 0811 Fax: 033 – 2282 4910
The Shares of the Company are compulsorily traded in e-mail: vinayvinmishra@gmail.com
dematerialized form and are available for trading under both the
depository system in India – NSDL (National Securities
Shri S.P.Guha
Depositories Limited) and CDSL (Central Depository Services
India Limited). As on March 31, 2013 a total of 67,86,688 shares Link Intime India Private Limited
of the Company, which forms 96.95% of the total shares, stand 59 C, Chowringhee Road, 3rd Floor, Kolkata- 700 020
dematerialized. The processing activities with respect to the Ph: 033-2289-0540 Tele fax: 033- 2289-0539
requests received for dematerialization are completed within E-mail: kolkata@linkintime.co.in
15 days (maximum) from the date of receipt of the request.
NSDL
19.10%
Physical
3.05%
23
AUDITORS’ CERTIFICATE REGARDING COMPLIANCE
OF CONDITIONS OF CORPORATE GOVERNANCE
To the Members
We have examined the compliance of conditions of Corporate Governance by Sahara Housingfina Corporation Limited, for the year
ended March 31, 2013, as stipulated in Clause 49 of the Listing Agreements of the said Company with stock exchange.
The compliance of conditions of Corporate Governance is the responsibility of the Company’s management. Our examination was
carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Clause 49 of the Listing
Agreement), issued by the Institute of Chartered Accountants of India and was limited to procedures and implementation thereof,
adopted by the company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an
expression of opinion on the financial statements of the Company.
In our opinion and to the best of our information and according to the explanations given to us, we certify that the Company has
complied with the conditions of Corporate Governance as stipulated in the Listing Agreement.
We state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness
with which the management has conducted the affairs of the Company.
DECLARATION
As required under the relevant provisions of the Listing Agreement entered into by the Company with the Stock Exchange, it is
confirmed that all the Directors and Senior Management Officers have affirmed compliance with the Company’s Code of Conduct
during the year 2012-13.
D. J. Bagchi
CEO & Company Secretary
Place : Kolkata
Date : May 29, 2013
24
CORPORATE SOCIAL RESPONSIBILITY
25
Medical Camp organised by Sahara India Pariwar Distribution of Self-Aid equipment to Physically Challenged
Gift distribution on Bharat Parva Training for women under self-employment programme
26
INDEPENDENT AUDITORS’ REPORT
THE MEMBERS OF
SAHARA HOUSINGFINA CORPORATION LIMITED
Report on the Financial Statements
We have audited the accompanying financial statements of and give a true and fair view in conformity with the accounting
Sahara Housingfina Corporation Limited, which comprise the principles generally accepted in India:
Balance Sheet as at March 31, 2013, and the Statement of Profit
i. in the case of the Balance Sheet, of the state of affairs of
and Loss and Cash Flow Statement for the year then ended,
the Company as at March 31, 2013.
and a summary of significant accounting policies and other
explanatory information. ii. in the case of the Statement of Profit and Loss, of the profit
for the year ended on that date; and
Management’s Responsibility for the Financial Statements
iii. in the case of the Cash Flow Statement, of the cash flows
Management is responsible for the preparation of these financial
for the year ended on that date.
statements that give a true and fair view of the financial position,
financial performance and cash flows of the Company in Report on Other Legal and Regulatory Requirements
accordance with the Accounting Standards referred to in
1. As required by the Companies (Auditors’ Report) Order,
sub-section (3C) of section 211 of the Companies Act, 1956
2003 (the Order), as amended issued by the Central
(“the Act”). This responsibility includes the design, implementation
Government of India in terms of sub-section (4A) of section
and maintenance of internal control relevant to the preparation
227 of the Act, we give in the Annexure a statement on the
and presentation of the financial statements that give a true and
matters specified in paragraphs 4 and 5 of the Order.
fair view and are free from material misstatement, whether due
to fraud or error. 2. As required by section 227(3) of the Act, we report that:
Auditors’ Responsibility a. we have obtained all the information and explanations,
which to the best of our knowledge and belief were
Our responsibility is to express an opinion on these financial necessary for the purposes of our audit.
statements based on our audit. We conducted our audit in
accordance with the Standards on Auditing issued by the Institute b. in our opinion, proper books of account as required
of Chartered Accountants of India. Those Standards require that by law have been kept by the Company so far as
we comply with ethical requirements and plan and perform the appears from our examination of those books.
audit to obtain reasonable assurance about whether the financial c. the Balance Sheet, the Statement of Profit and Loss
statements are free from material misstatement. An audit involves and the Cash Flow Statement dealt with by this report
performing procedures to obtain audit evidence about the are in agreement with the books of account.
amounts and disclosures in the financial statements. The
procedures selected depend on the auditor’s judgment, including d. in our opinion, the Balance Sheet, Statement of Profit
the assessment of the risks of material misstatement of the and Loss, and Cash Flow Statement comply with the
financial statements, whether due to fraud or error. In making Accounting Standards referred to in sub-section (3C)
those risk assessments, the auditor considers internal control of section 211 of the Companies Act, 1956.
relevant to the Company’s preparation and fair presentation of e. on the basis of written representations received from
the financial statements in order to design audit procedures that the Directors as on March 31, 2013, and taken on
are appropriate in the circumstances. An audit also includes record by the Board of Directors, none of the Directors
evaluating the appropriateness of accounting policies used and is disqualified as on March 31, 2013 from being
the reasonableness of the accounting estimates made by appointed as a Director in terms of clause (g) of
management, as well as evaluating the overall presentation of sub-section (1) of section 274 of the Act.
the financial statements.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our audit opinion. For CHATURVEDI & CO.
Chartered Accountants
Opinion Firm Registration No. 302137E
In our opinion and to the best of our information and according Pankaj Chaturvedi
to the explanations given to us, the financial statements give Place : Kolkata Partner
the information required by the Act, in the manner so required Date : May 29, 2013 Membership No. 091239
27
ANNEXURE REFERRED TO IN PARAGRAPH REPORT ON iv. In our opinion and according to the information and
OTHER LEGAL AND REGULATORY REQUIREMENTS OF explanations given to us, there exists an adequate internal
OUR REPORT OF EVEN DATE control system commensurate with the size of the Company
and the nature of its business with regard to purchases
i. a. The Company has maintained proper records showing of fixed assets and with regard to the sale of services.
full particulars including quantitative details and The activities of the Company do not involve purchase of
situation of fixed assets. inventory and the sale of goods. During the course of our
audit, we have neither observed nor have been informed
b. Fixed assets have been physically verified by the of any continuing failure to correct major weaknesses in
management during the year pursuant to a programme internal control system of the Company.
for physical verification of fixed assets, which in our
opinion, is reasonable having regard to the size of v. a. In our opinion and according to the information and
the Company and the nature of its assets. According explanations given to us, the particulars of all contracts
to the information and explanations given to us, no or arrangements that needed to be entered into the
material discrepancies were noticed on such register required to be maintained under Section 301
verification.
of the Companies Act, 1956 have been so entered.
c. No fixed assets have been disposed off during the
b. According to the information and explanations given
year and therefore do not affect the going concern
to us, there was no transaction with regard to sale,
status of the Company.
purchase, or supply of goods, materials or services
ii. The Company being a Housing Finance Company, the exceeding the value of rupees five lacs in respect of
provisions related to inventories as mentioned in clause any party, in pursuance of contracts or arrangements
4 (ii) of the Order is not applicable. entered in the register maintained under Section 301
of the Companies Act, 1956.
iii. a. According to the information and explanations given
to us, the Company has not granted any loans, vi. The Company has not accepted any deposits from the
secured or unsecured to companies, firms or other public in the current year within the meaning of Sections
parties covered in the register maintained under 58A and 58AA of the Companies Act, 1956, the rules
Section 301 of the Act. Accordingly, the provisions of framed there-under and the Revised Housing Finance
clause 4 (iii) (a), (b), (c) and (d) of the Companies Companies (NHB) Directions, 2010 with regard to the
(Auditors’ Report) Order, 2003 are not applicable to
deposits accepted from the public. Accordingly, in our
the Company.
opinion clause (vi) of Para 4 of the Companies (Auditors’
b. During the year, the Company accepted fresh Report) Order, 2003 is not applicable to the Company for
unsecured loans as 10% Non-Convertible the current year. We are informed by the management
Redeemable Debentures of ` 250,000,000/- from one that no order has been passed by the Company Law
Company listed in the Register maintained under Board, or Reserve Bank of India or any Court or any other
Section 301 of the Companies Act, 1956, which is Tribunal.
in addition to one Company already listed in the
Register. The maximum amount involved during the vii. In our opinion, the Company has an internal audit system
year and year-end balance in respect of both the commensurate with the size and nature of its business.
Companies is ` 899,900,652/- & ` 250,000,000/-
respectively. viii. According to the information and explanations given to
us, the Central Government has not prescribed the
c. In our opinion, the rate of interest and other terms maintenance of cost records under clause (d) of
and conditions on which loan had been taken, are sub-section (1) of Section 209 of the Companies Act, 1956
prima facie not prejudicial to the interest of the for the products of the Company.
Company.
28
ix. a. According to the information and explanations given xv. According to the information and explanations given to
to us, the Company is generally regular in depositing us, the Company has not given any guarantee for loans
with the appropriate authorities undisputed statutory taken by others from bank or financial institutions.
dues including provident fund, investor education and
protection fund, employees’ state insurance, income xvi. In our opinion, and according to the information and
tax, wealth tax, service tax, cess and any other explanations given to us, term loans have been applied
for the purposes for which they were raised.
statutory dues applicable to it. We were informed that
the operations of the Company during the year did
xvii. The Company is engaged in the housing finance business
not give rise to any liability for sales tax, custom duty,
and is governed by National Housing Bank [NHB]
excise duty and any other statutory dues. There are
guidelines for raising deposits and deployment of its funds
no undisputed amounts payable in respect of these
in its business and the Company has followed the NHB
dues which have remained outstanding as at
guidelines for fund raising and its deployment and adhering
March 31, 2013 for a period of more than six months to the Asset Liability Committee (ALCO) Management
from the date they became payable. guidelines prescribed by NHB and accordingly based on
b. According to information and explanations given to those guidelines we confirm that the company has not
us, there are no dues of income tax, sales tax, wealth used its short term funds in long term investments.
tax, service tax ,customs duty, excise duty or cess or
any other statutory dues which have not been xviii. The Company has not made any preferential allotment of
deposited on account of any dispute. shares to parties and companies covered in the register
maintained under section 301 of the Act. Accordingly,
x. The Company does not have any accumulated losses at clause 4(xviii) of the order is not applicable.
the end of the financial year. The Company has not
incurred cash losses in the financial year covered by our xix. The redeemable debentures issued by the Company
audit and in the immediately preceding financial year. during the year are unsecured in nature. Accordingly,
clause 4(xix) of the order is not applicable.
xi. In our opinion and according to the information and
explanations given to us, we are of the opinion that the xx. The Company has not raised money through public issue
Company has not defaulted in repayment of dues to of shares during the year. Accordingly, clause 4(xx) of the
financial institutions, bank or debenture holders. order is not applicable.
xii. In our opinion and according to the information and xxi. According to the information and explanations given to
explanations given to us, the Company has maintained us, no fraud on or by the Company has been noticed or
adequate records where the Company has granted loans reported during the course of our audit.
and advances on the basis of security by way of pledge
of residential houses and properties. The Company has
not granted any loans and advances by way of pledge
of shares, debentures and other securities.
xiii. In our opinion, the Company is not a chit fund or a nidhi For CHATURVEDI & CO.
/mutual benefit fund/ society. Accordingly, the provisions Chartered Accountants
of clause 4 (xiii) of the Companies (Auditors’ Report) Firm Registration No. 302137E
Order, 2003 are not applicable to the Company. Pankaj Chaturvedi
Place : Kolkata Partner
xiv. According to the information and explanations given to Date : May 29, 2013 Membership No. 091239
us, the Company is not dealing or trading in shares,
securities, debentures and other investments. Accordingly,
the provisions of clause 4 (xiv) of the Companies (Auditors’
Report) Order, 2003 are not applicable to the Company.
29
Balance Sheet as at March 31, 2013
As at As at
Particulars Note No. March 31, 2013 March 31, 2012
` `
EQUITY AND LIABILITIES
SHAREHOLDERS' FUNDS
Share Capital 1 70,000,000 70,000,000
Reserves and Surplus 2 223,901,841 203,851,001
293,901,841 273,851,001
NON-CURRENT LIABILITIES
Long Term Borrowings 3 1,362,024,252 1,173,385,764
Long Term Provisions 4 1,741,741 1,023,725
Total Non-Current Liabilities 1,363,765,993 1,174,409,489
CURRENT LIABILITIES
Trade Payables 29 2,697,803 7,118,318
Other Current Liabilities 5 140,525,670 125,624,537
Short Term Provisions 6 32,644,875 23,131,885
Total Current Liabilities 175,868,348 155,874,740
TOTAL 1,833,536,182 1,604,135,230
ASSETS
NON-CURRENT ASSETS
Fixed Assets
– Tangible Assets 7 7,363,505 8,448,570
Non-Current Investments 8 870,800 870,800
Deferred Tax Assets 9 4,850,310 1,460,805
Non-Current Loan Assets 10 1,465,703,001 1,364,715,528
Long Term Loans & Advances 11 2,636,836 2,636,836
Total Non-Current Assets 1,481,424,452 1,378,132,539
CURRENT ASSETS
Current Loan Assets 12 92,773,135 90,466,351
Trade Receivables 13 1,692,556 473,162
Cash and Bank Balances 14 215,342,981 104,380,156
Short Term Loans & Advances 15 39,883,608 28,286,212
Other Current Assets 16 2,419,450 2,396,810
Total Current Assets 352,111,730 226,002,691
TOTAL 1,833,536,182 1,604,135,230
30
Statement of Profit and Loss for the year ended March 31, 2013
IV EXPENDITURE
Finance Costs 19 130,146,574 128,056,455
Employee Benefit Expenses 20 28,137,522 24,017,044
Depreciation and Amortization 7 1,626,426 1,519,602
Other Expenses 21 28,856,068 18,231,966
Total Expenses 188,766,590 171,825,067
31
Cash Flow Statement for the year ended March 31, 2013
For the Year ended For the Year ended
March 31, 2013 March 31, 2012
` `
A. CASH FLOW FROM OPERATING ACTIVITIES:
Profit Before Tax and Extraordinary Items 26,455,475 29,925,724
Adjustments for:
Depreciation 1,626,426 1,519,602
Fixed Assets Written Off – 11,048
Provision for sub-standard assets 9,282,375 510,472
Investment income-interest/dividend (18,399,570) (3,237,717)
Interest and finance charges paid 130,146,574 122,655,805 128,056,455 126,859,860
Operating profit before working capital changes 149,111,280 156,785,584
Adjustments for Working Capital Changes
(Increase)/Decrease in Trade Receivable (1,219,394) (29,080)
(Increase)/Decrease in Advances (945,835) (70,934)
Increase/(Decrease) in Current Liabilities (5,098,025) 6,625,352
Increase/(Decrease) in Provisions 436,866 (6,826,388) 269,396 6,794,735
Cash Generated from operations 142,284,892 163,580,318
Direct Tax paid (8,927,316) (8,112,020)
Net Cash from Operating Activities 133,357,576 155,468,299
B. CASH FLOW FROM INVESTING ACTIVITIES:
Sale of Fixed Assets – 16,150
Purchase of Fixed Assets (541,362) (812,767)
Income from Investments 15,852,185 2,738,747
Net Cash From Investing Activities 15,310,823 1,942,130
C. CASH FLOW FROM FINANCING ACTIVITIES:
Increase/(Decrease) in Term Loan (Net of Repayment) (110,004,800) (110,306,718)
Increase/(Decrease) in Unsecured Loan (Net of Repayment) 298,635,288 25,000,000
(Increase)/Decrease in Housing Loan (Net of Repayment) (111,776,132) 60,244,377
Interest and Finance Charges paid (114,559,930) (77,942,925)
Net Cash from Financing Activities (37,705,574) (103,005,265)
D. NET INCREASE IN CASH AND CASH EQUIVALENTS: 110,962,825 54,405,163
Cash and Cash equivalents of the beginning of the year 104,430,156 50,024,993
Cash and Cash equivalents of the end of the year 215,392,981 104,430,156
Notes:
1 The cash flow statement has been prepared under the indirect method as set out in the Accounting Standard 3 on Cash Flow Statement issued
by the Institute of Chartered Accountants of India.
2 Figures in brackets indicate cash outflow.
3 Previous year figures have been regrouped and recast wherever necessary to conform to current year classification.
4 Cash and cash equivalents consist of following :
Cash in hand 221,692 125,344
Balance with Scheduled Banks :
- In Current Accounts 33,546,906 44,254,812
- In Term/Fixed Deposit Accounts 181,624,383 60,050,000
215,392,981 104,430,156
32
Notes forming part of the Balance Sheet as at March 31, 2013
Note As at As at
No. Particulars March 31, 2013 March 31, 2012
` `
1 SHARE CAPITAL
Authorised
30,000,000 Equity Shares of ` 10/- each 300,000,000 300,000,000
20,000,000 Preference Shares of ` 10/- each 200,000,000 200,000,000
500,000,000 500,000,000
Equity :
Sahara Prime City Limited 42.00 2,940,000 42.00 2,940,000
Sahara India Corp Investment Limited 23.41 1,638,587 23.41 1,638,587
Sahara India Finance and Investment Limited 5.94 416,000 5.94 416,000
Gandevi Commerce Private Limited 10.33 723,044 10.33 723,044
81.68 81.68
33
Notes forming part of the Balance Sheet as at March 31, 2013
Note As at As at
No. Particulars March 31, 2013 March 31, 2012
` `
2 RESERVES AND SURPLUS
Capital Reserve
Balance at the begining and end of the year 152,000 152,000
Securities Premium Account
Balance at the begining and end of the year 50,000,000 50,000,000
General Reserve
Balance at the begining and end of the year 501,605 501,605
Special Reserve
Created and maintained in terms of Section 36(1)(viii)
of The Income Tax Act,1961
Balance at the begining of the year 63,959,588 57,799,785
Add : Transferred from surplus 6,934,359 6,159,803
70,893,947 63,959,588
Surplus
Balance at the begining of the year 89,237,808 73,225,340
Add : Transferred from Statement of Profit and Loss 20,050,840 22,172,271
109,288,648 95,397,611
Less: Appropriations:
Transferred to Special Reserve 6,934,359 6,159,803
102,354,289 89,237,808
223,901,841 203,851,001
3 LONG TERM BORROWINGS
Secured
From Banks 187,123,600 297,120,400
Un-Secured
From Related Parties (Refer Note 29)
10% Non-Convertible Redeemable Debenture 250,000,000 –
Others 899,900,652 851,265,364
From Other Body Corporate 25,000,000 25,000,000
1,362,024,252 1,173,385,764
3.1 Term Loan from ICICI Bank Limited is secured by Negative Lien over the specific assets created by the utilisation of the said
loan & immovable assets of a group company and personal guarantee of a Director.
3.2 Term loan from bank is repayable in 28 equated quarterly installments with a interest rate of 14.25% P.A. to 16.25% P.A.
3.3 Maturity Profile of Term Loan from Banks as on March 31, 2013
Particulars `
One to two year 84,990,800
Two to three years 56,428,800
More than three years 45,704,000
Total 187,123,600
3.4 10% Non-Convertible Redeemable Debenture is repayable in the Financial Year 2019-20
3.5 Unsecured Loan carry the interest rate of 7% P.A. to 9% P.A. and the entire loan is repayable in the Financial
Year 2021-22
34
Notes forming part of the Balance Sheet as at March 31, 2013
Note As at As at
No. Particulars March 31, 2013 March 31, 2012
` `
4 LONG TERM PROVISIONS
Provision for Gratuity (Refer Note 20.1, 20.2) 1,741,741 1,023,725
1,741,741 1,023,725
5 OTHER CURRENT LIABILITIES
Current maturities of long term debt (Refer note 3)
- From Banks 110,025,376 110,033,376
Interest accrued but not due on borrowings 15,410,959 –
Interest accrued and due on borrowings 1,576,595 1,400,910
Advances from Customers 2,681,414 2,526,958
Government dues 7,862,346 6,086,935
Other payables 2,968,980 5,576,358
140,525,670 125,624,537
6 SHORT TERM PROVISIONS
Taxation 32,150,777 22,356,637
Leave Encashment 494,098 775,248
32,644,875 23,131,885
7 FIXED ASSETS
Gross Block Depreciation Net Block
Description As at Additions Write off As at Upto For the Write off Upto As at As at
April 1, during during March 31, April 1, year during the March 31, March 31, March 31,
2012 the year the year 2013 2012 year 2013 2013 2012
Tangible Assets
Buildings 5,745,548 – – 5,745,548 1,338,698 93,652 – 1,432,350 4,313,198 4,406,850
Computers 6,846,570 247,478 – 7,094,048 5,189,071 1,143,118 – 6,332,189 761,859 1,657,499
Furniture & Fixtures 2,537,107 197,520 – 2,734,627 1,638,805 163,524 – 1,802,329 932,298 898,302
Air Conditioners 320,471 – – 320,471 94,908 15,222 – 110,130 210,341 225,563
Office Equipment 528,140 96,364 – 624,504 129,406 27,041 – 156,447 468,057 398,734
Electrical Fittings 316,969 – – 316,969 99,709 15,056 – 114,765 202,204 217,260
Vehicles 1,776,977 – – 1,776,977 1,132,616 168,813 – 1,301,429 475,548 644,361
Previous year 17,299,761 812,767 40,746 18,071,782 8,117,158 1,519,602 13,548 9,623,212 8,448,570 9,182,603
Note As at As at
No. Particulars March 31, 2013 March 31, 2012
` `
8 NON-CURRENT INVESTMENTS
Unquoted, Non-Trade
Investment in Government Securities
11.43% GOI Stock 597,200 597,200
Quoted, Non-Trade
Equity Shares
Indian Overseas Bank Limited 273,600 273,600
(11,400 Equity Shares face value of ` 10/- each, Market
Value ` 743,280/-, Previous Year Value ` 1,075,020/-)
870,800 870,800
35
Notes forming part of the Balance Sheet as at March 31, 2013
Note As at As at
No. Particulars March 31, 2013 March 31, 2012
` `
13 Trade Receivables
Secured Considered good
Outstanding for a period exceeding six months – –
Other Debts (Refer note 31) 1,692,556 473,162
1,692,556 473,162
36
Notes forming part of the Balance Sheet as at March 31, 2013
Note As at As at
No. Particulars March 31, 2013 March 31, 2012
` `
37
Notes forming part of Statement of Profit and Loss for the year ended March 31, 2013
19 FINANCE COSTS
Interest Expenses (Refer note 28) 129,675,827 127,657,691
Bank and Other Charges 470,747 398,764
130,146,574 128,056,455
20.1 The disclosures as required by Accounting Standard 15 relating to employees benefits recognized are set out
below:
Change in Benefit Obligation
Liability at the beginning of the year 1,023,725 892,673
Interest Cost 124,446 76,656
Current Service Cost 211,334 136,459
Actuarial (gain)/loss on obligations 407,024 (82,063)
Benefit Paid 24,788 –
Liability at the end of the year 1,741,741 1,023,725
Amount recognized in the Balance Sheet
Liability at the end of the year 1,741,741 1,023,725
Fair value of plan assets at the end of the year – –
Difference 1,741,741 1,023,725
Amount recognized in the Balance Sheet 1,741,741 1,023,725
Expenses recognized in the Income Statement
Current service cost 211,334 136,459
Interest cost 124,446 76,656
Expected return on plan assets – –
Net Actuarial (gain)/loss to be recognized 407,024 (82,063)
Expense recognized in the Statement of Profit & Loss 742,804 131,052
Balance Sheet Reconciliation
Opening Net Liability 1,023,725 892,673
Expense as above 742,804 131,052
Employer’s Contribution 24,788 –
Amount Recognized in the Balance Sheet 1,741,741 1,023,725
Assumptions
Discount rate 8.25% 8.00%
Rate of return on plan assets – –
38
Notes forming part of Statement of Profit and Loss for the year ended March 31, 2013
21 OTHER EXPENSES
Rent (Refer Note 28) 4,260,724 4,135,728
Travelling and Conveyance
– Directors 77,450 36,215
– Others 1,694,894 1,288,636
Legal and Professional Fees 5,178,307 4,817,710
Printing and Stationery 889,626 736,686
Communication Charges 1,178,025 1,203,005
General Expenses 1,395,386 1,391,132
Insurance 355,048 192,540
Repairs and Maintenance - Others 325,025 431,911
Rates, Taxes and Licences 307,380 58,741
Office Maintenance 1,219,718 1,074,464
Vehicles Maintenance 1,738,828 1,501,859
Advertisement and Publicity 247,658 217,760
Electricity Charges 534,275 469,637
Payment to Auditors
- As Statutory Auditors 89,888 88,240
- As Tax Auditors 22,472 22,060
- Other Capacity 58,989 44,122
Provision for Non-Performing Assets 3,173,478 593,399
Provision for Loan Assets - General 6,108,897 (82,927)
Fixed Asset Written Off – 11,048
28,856,068 18,231,966
39
22. SIGNIFICANT ACCOUNTING POLICIES
i. METHOD OF ACCOUNTING
The financial statements are based on historical cost convention in accordance with Generally Accepted Accounting
Principles (GAAP) comprising of mandatory accounting standards issued by the Institute of Chartered Accountants
of India, the directions issued by the National Housing Bank (NHB) and the provision of the Companies Act, 1956.
The Company follows mercantile system of accounting and recognizes income and expenditure on accrual basis
except those with significant uncertainties.
Interest Income/Fees on Loan Assets is accounted for on accrual basis, other than on Non-Performing Assets, which
is accounted for on cash basis in accordance with the NHB Guidelines.
Repayment of Loan Assets is generally by way of Equated Monthly Installments (EMIs) comprising principal and
interest. EMIs commence once the entire loan is disbursed. Pending commencement of EMIs, Pre-EMIs (PEMIs)
interest is receivable every month. Interest on loans is computed on a monthly rest basis.
Dividend is accounted on accrual basis when the right to receive the dividend is established.
Loan Assets are classified as per the NHB Prudential Guidelines, into performing and non-performing assets.
Non-Performing Assets are further classified in to sub-standard, doubtful and loss assets based on criteria stipulated
by NHB.
The Company adhered to the prudential guideline prescribed by the NHB for provisions in respect of non-performing
assets and provisions for contingencies on standard assets.
Fixed assets are stated at cost, less accumulated depreciation and impairment losses. Cost comprises the purchase
price and any attributable cost of bringing the asset to its working condition for its intended use.
The carrying amounts are reviewed at each balance sheet date when required to assess whether they are recorded
in excess of their recoverable amounts, and where carrying values exceed this estimated recoverable amount, assets
are written down to their recoverable amount.
v. DEPRECIATION
Depreciation on fixed assets is charged on Straight Line Method at the rates prescribed in Schedule XIV of the
Companies Act, 1956. The depreciation is calculated on pro-rata basis for the assets acquired during the year.
vi. INVESTMENTS
Investments that are readily realisable and intended to be held for not more than a year are classified as current
investments. All other investments are classified as long-term investments. Current investments are carried at lower
of cost and market value. Long-term investments are carried at cost. However, provision for diminution in value is
made to recognise a decline other than temporary in the value of the investments. Cost such as brokerage, commission
etc., pertaining to investment, paid at the time of acquisition, are included in investment cost.
40
vii. TAXES ON INCOME
Tax expense for the year comprises of the current and deferred tax. Current taxes are measured at the current rates
of tax in accordance with the provisions of the Income Tax Act, 1961.
Deferred tax assets and liabilities are recognized for future tax consequences attributable to the timing differences
that results between taxable profits and profits as per the financial statements. Deferred tax assets and liabilities are
measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet
date.
Deferred tax assets are recognized on unabsorbed deprecation and carry forward of losses under tax laws to the
extent there is virtual certainty that sufficient future taxable income will be available against such deferred tax assets
can be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statement
of Profit & Loss in the year of change.
Basic earnings per share are calculated by dividing the net earnings after tax for the year attributable to equity
shareholders by the weighted average number of equity shares outstanding during the year.
For calculating diluted earning per share, the number of shares comprises the weighted average shares considered
for deriving basic earning per share, and also the weighted average number of shares, if any which would have been
used in the conversion of all dilutive potential equity shares. The number of shares and potentially dilutive equity
shares are adjusted for the bonus shares and the sub-division of shares, if any.
The Company's contribution to the Provident Fund is deposited with Government administered provident fund and
the same has been charged to Statement of Profit & Loss.
Provision for Gratuity has been made on the basis of actuarial valuation carried out by an actuary in accordance with
Accounting Standard (AS) 15 (Revised) “Employee Benefits” issued by the Institute of Chartered Accountants of India.
Liability for Leave encashment is provided on the balance leave of eligible employees as at the date of Balance Sheet,
in accordance with company’s policy.
A provision is recognised when the Company has a present legal or constructive obligation as a result of past event
and it is probable that an outflow of resources will be required to settle the obligation, in respect of which reliable
estimate can be made. Provisions (excluding retirement benefits) are not discounted to its present value and are
determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed
at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are not recognised
and are disclosed by way of a note to the accounts.
23. Loan Assets and installments due from borrowers are secured or partly secured by
24. In the opinion of the Board of Directors, the Current Assets, Loans and Advances are approximately of the value stated
above, if realized in the ordinary course of the business.
41
25. Disclosure of provisions against the loan assets as required under paragraph 29 (2) of The Housing Finance Companies
Directions (NHB) 2010.
Doubtful
b. Provision against the Loan Assets (including principal component on installment due) (in `)
Doubtful
26 Disclosure regarding provisions made for Asset Liability Management (ALM) System for the Housing Finance Companies as per NHB
Circular No.NHB/ND/DRS/Pol-No.35/2010-11 dated October 11, 2010:
42
b. Exposure to Real Estate Sector (` in Lacs)
As at As at
Particulars March 31, 2013 March 31, 2012
(i) Residential Mortgages :-
Lending fully secured by mortgages on residential property that is or
will be occupied by the borrower or that is rented
(a) Housing Loans up to ` 15 Lacs 10,274.32 12,219.64
(b) Housing Loan more than ` 15 Lacs 5,182.33 2,392.49
(ii) Commercial Real Estate :-
Lending secured by mortgages on commercial real estates
(office buildings, retail spaces, multipurpose commercial
premises, multi-family residential buildings, multi-tenanted
commercial premises, industrial or warehouse space, hotels,
land acquisition, development and construction, etc.). exposure
would also include non-fund based (NFB) limits 273.24 Nil
(iii) Investments in Mortgage Backed Securities (MBS) and other
securitised exposures :-
(a) Residential (PTC - B) Nil Nil
(b) Commercial Real Estate Nil Nil
Indirect Exposure
Fund based and non-fund based exposures on National Housing
Bank (NHB) and Housing Finance Companies (HFCs) Nil Nil
1 day Over 1 Over 2 Over3 Over 6 Over 1 Over 3 Over 5 Over 7 Over 10 Total
to month months months months year to years to years to years to years
30/31 to 2 to 3 to 6 to 1 3 years 5 years 7 years 10 years
days (1 months months months year
month)
LIABILITIES
Borrowings
from Banks 0.29 – 275.01 275.01 549.94 1414.20 457.04 – – – 2971.49
Market
Borrowings – – – – – – – 2500.00 9249.01 – 11749.01
ASSETS
Advances 75.22 75.80 76.89 234.61 492.72 2315.32 2979.80 3834.71 3981.48 1663.34 15729.89
Investments – – – – – – – – – – –
43
28. Related Party Disclosures
List of Related Parties
a. Major shareholder having control over the Company
– Sahara India Corp Investment Limited
– Sahara Prime City Limited
– Sahara India Finance & Investment Limited
b. Key Management Personnel
D.J. Bagchi, Chief Executive Officer, Company Secretary/Manager (u/s 269 of the Companies Act., 1956)
c. Companies under common control
– Sahara India Commercial Corporation Limited
d. Companies having common director
– Sahara India Financial Corporation Limited
e. Disclosure of Related Party Transactions between the Company and related parties for the year ended
March 31, 2013:
Rent Paid
Sahara India Commercial Corporation Limited 1,715,062 1,683,619
Interest Paid
Sahara India Commercial Corporation Limited 54,009,072 54,157,042
Sahara India Financial Corporation Limited 18,904,110 Nil
Non-Convertible Redeemable Debenture Issued
Sahara India Financial Corporation Limited 250,000,000 Nil
Outstanding Balances
Sahara India Commercial Corporation Limited 899,900,652 851,265,364
Sahara India Financial Corporation Limited 250,000,000 Nil
29. Trade payables do not include amount payable to Small Scale Industrial Undertakings (SSIs) or to Micro, Small and Medium
Enterprises as at March 31, 2013.
30. Expenditure in Foreign Currency : ` Nil (Previous Year ` Nil)
31. The balances in Trade Receivables, Trade payables and Advances are subject to confirmations and adjustments, if any.
Such adjustments, in the opinion of the management, are not likely to be material.
32. Previous year figures have been regrouped and reclassified wherever necessary to conform to current year’s classification.
44
CORPORATE OFFICE
EASTERN REGION
Regional & Branch Office – Kolkata
46, Dr. Sundari Mohan Avenue (2nd Floor), Kolkata - 700 014
Tel : (033) 2289 6708 l Fax: (033) 2289 6708
NORTHERN REGION
Regional & Branch Office – Lucknow
Lalbagh Office, 2nd Floor, 7 Forsyth Road, Near Allied Surgical & Equipments, Lucknow-226 001
Tel: (0522) 2612512, 4005958, Fax: (0522) 2612512
SOUTHERN REGION
45
Notes
46
Notes
47
Notes
48