Dear Shareholders,
Your Directors are pleased to present the Nineteenth Annual Report of Sammaan Capital Limited (Formerly known as Indiabulls Housing Finance Limited) (hereinafter called as "the Company", "SCL" or "Sammaan") along with the audited statement of accounts for the financial year ended March 31, 2024.
In the current financial year, the RBI issued the Company a fresh Certificate of Registration as an Non-Banking Financial Company - Investment and Credit Company [NBFC-ICC]. With this, now your Company is an NBFC, supervised and regulated by the RBI. Further under the scale-based regulatory framework of RBI, we continue to be classified as an upper-layer NBFC. Following conversion to NBFC-ICC, and upon receipt of Certificate of Incorporation from the Registrar of Companies, the Company's name has been changed to "Sammaan Capital Limited". The Company's shares are also now being traded under the scrip code of SAMMAANCAP on the NSE and BSE.
Financial Highlights (Standalone)
The financial highlights of the Company, for the financial year ended March 31, 2024, are as under:
[Amt. in Rs. Cr]
Particulars
Profit before Depreciation, amortization and impairment expense
Less: Depreciation, amortization and impairment expense
Profit Before Tax
Less: Total Tax expense
Profit for the Year
Add: Brought forward balance*
Amount available for appropriation
Appropriations:
Final Dividend (FY 2022-23) on Equity Shares
Transferred to Reserve I (Special Reserve U/s 29C of the National Housing Bank Act, 1987)
Transferred to Additional Reserve (U/s 29C of the National Housing Bank Act, 1987)
Balance of Profit Carried Forward*
#*without adjusting Other Comprehensive Income (OCI) on Remeasurement gain on defined benefit plan (net of tax) to retained earnings
KEY FINANCIAL HIGHLIGHTS: FY 23-24 (Consolidated)
Total Revenues (Rs. Crores)
Gross Margin (Rs. Crores)
PAT (Rs. Crores)
EPS (Rs.)
CRAR% (Standalone)
FINANCIAL AND OPERATIONAL HIGHLIGHTS (CONSOLIDATED) Business Update
• The Company closed FY 2023-24 with a balance sheet size of R 73,066 Crores and total loan assets of R 65,335 Crores.
• Loan book of the Company stood at R 53,090 Crores at the end of FY 2023-24.
• The Profit after Tax (PAT) for FY 2023-24, stood at R 1,214 Crores.
• The Company has fully operational co-lending partnerships with Central Bank of India, Yes Bank, Indian Overseas Bank, Bank of Baroda, Ratnakar Bank, Punjab & Sind Bank, IDBI Bank for home loans and with Ratnakar Bank, Central Bank of India, Canara Bank, Indian Bank, Indian Overseas Bank and Punjab & Sind Bank for secured MSME loans.
Strong Capital and Liquidity Position
• The Company's Total Capital Adequacy [Standalone SCL] stood at 22.73% with a Tier 1 of 21,80% against regulatory requirement of 15.0% and 10% respectively.
• The Company's Gearing was at 1.9x as at March 31, 2024.
• The Company's Liquidity Coverage Ratio (LCR) stood comfortably at 253% as at March 31, 2024, against a regulatory requirement of 70%.
Stable Asset Quality
• At a consolidated level, the Company had a strong provisioning pool of R 1,316.32 Crores
• At a consolidated level, gross non-performing loans as of March 31, 2024 amounted to R 1,754.27 Crores.
• At a consolidated level, net non-performing loans as at March 31, 2024 amounted to R 995.32 Crores
State of Company's Affairs
During the year under review, there were no changes in the nature of business of the Company.
Borrowings from Banks & Financial Institutions other than Debentures, Securities and ECBs
As on March 31, 2024, the Company's outstanding borrowings other than debentures, securities and ECBs stood at R 18,605 Crores vis-a-vis R 16,818 Crores as on March 31, 2023.
Debentures and Securities
Debentures and securities formed 31% of the Company's borrowings as at the end of the fiscal year. There were no commercial papers outstanding as at the year end. As at March 31, 2024, the Company's consolidated outstanding borrowings, from debentures and securities stood at R 18,676 Crores vis-
a-vis R 23,234 Crores as at March 31, 2023. The Company's secured NCDs have been listed on the Wholesale Debt Market segment of NSE/BSE and have been assigned 'AA' rating from CRISIL and ICRA Ratings.
As at March 31, 2024, the Company's outstanding subordinated debt and perpetual debt stood at R 4,087.83 Crores and R 100 Crores respectively. The debt is subordinate to present and future senior indebtedness of the Company and has been assigned the AA rating by CRISIL, ICRA and CARE and AA+ by Brickwork Ratings, and Perpetual debt has been assigned 'AA-' rating by CARE and 'AA' from Brickwork. Based on the balance term to maturity, as at March 31, 2024, R1,630.64 Crores of the book value of subordinated and perpetual debt is considered as Tier II, under the guidelines issue's by the Reserve Bank of India (RBI) and National Housing Bank (NHB), for the purpose of capital adequacy computation. There are no NCDs which have not been claimed by the investors or not paid by the Company after the date on which the NCD became due for redemption.
Regulatory Guidelines / Amendments
Pursuant to amendment in National Housing Bank Act, 1987 brought in by Union Budget 2019, Housing Finance Companies (HFCs) are now categorised as Non-Banking Financial Companies (NBFCs) for regulatory purposes. Consequential to this amendment HFCs are brought under direct oversight of RBI, however NHB continues to supervise HFCs till issuance of revised Framework by RBI. In this context Company had predominantly adhered to the following Acts & Regulations that are specifically applicable to the Operations of the Company with other Rules, Regulations, Circulars, Directions, Guidelines as issued by RBI/NHB:
a) Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 notified by RBI on 17 February 2021 (updated from time to time)
b) Scale Based Regulation (SBR): A Revised Regulatory Framework for NBFCs issued by RBI on 22 October 2021 followed by Master Direction - Reserve Bank of India (Non-Banking Financial Company- Scale Based Regulation) Directions, 2023 notified by RBI on 19th October 2023 (updated from time to time)
RBI has categorised Sammaan Capital Limited (Formerly Known as Indiabulls Housing Finance Limited) as an NBFC - Upper Layer (NBFC-UL) vide its press release dated 30 September 2022. The Board of the Company was required to ensure that the stipulations prescribed in the SBR framework are adhered to within a maximum time-period of 24 months from the date of the RBI Press Release. The Company has put in place necessary Board approved policies like Large Exposures Policy, Internal Capital Adequacy Assessment Policy, Compensation Policy for Key Managerial Personnel and Senior Management, Compliance Policy etc.
Additionally, the Company has followed the directions and guidelines prescribed by the RBI. These encompass various aspects including accounting standards, prudential norms, capital adequacy, credit rating, corporate governance, enhanced disclosure in annual report, liquidity management, information technology framework, fair practice code, fraud monitoring, risk management, capital market exposure norms, Know Your Customer (KYC) guidelines, maintenance of liquidity coverage ratio, and anti-money laundering measures etc.
Risk Management Framework
With the challenging macroeconomic conditions and uncertainties, there are heightened risks faced by the Company which can be inherent or market - related risks. There has been a continuous focus on identifying, measuring and mitigating risks by the Company. As a non-bank mortgage lender, the Company is exposed to various risks like credit risk, market risk (interest rate and currency risk), liquidity risk and operational risk (technology, employee, transaction and reputation risk). A key risk in the competitive home loans, and mortgage - backed funding in general, is losing customers that transfer out their loans for small gains in interest rates, this represents significant loss of opportunity to the Company given the long - term nature of mortgage loans.
To identify and mitigate all these risks, the Company has an effective Risk Management Control Framework that has been developed encompassing all the above areas. The Company has a Risk Management Committee (RMC) in place that comprises of its Directors and Members of its Senior Management team, who have rich industry experience across domains. The RMC met multiple times during the year and kept an active watch on the emergent risks the Company was exposed to. The Company's Chief Risk Officer (CRO) oversees the process of identification, measurement and mitigation of risks. The CRO reports directly to the Board and meets them multiple times, and at least once in a quarter, to discuss the risks faced by the Company and policies to mitigate them.
The Company's Credit Committee supports the RMC by identifying and mitigating credit risks to the Company by formulating policies on limits on large credit exposures, asset concentrations, standards for loan collateral, loan review mechanism, pricing of loans etc. The Credit Committee is also responsible to frame approach and policies for customer retention, especially those customers that seek to transfer their loans out during interest rate cycles when the Company's interest rates may be misaligned higher than the best rates available from other lenders.
The Company has a robust mechanism to ensure an ongoing review of systems, policies, processes and procedures to contain and mitigate risks that arise from time to time. The Company also has a system for evaluating Grievance Redressal Mechanism
and undertaking complete Root Cause Analysis (RCA) to ensure that the recurring grievances are avoided in future leading to improved customer service standards. Continuous evaluation of existing controls and requisite improvement/ strengthening based on the assessment is carried out to contain these risks. The Company encourages sound risk management culture within the organization.
On June 11, 2021, the RBI extended the provisions of the risk - based internal audit (RBIA) framework to HFCs, which were required to implement the framework by June 30, 2022. The RBIA framework is an audit methodology that links an organisations' overall risk management framework and provides an assurance to the Board of Directors and the senior management on the quality and effectiveness of the organisation's internal controls, risk management and governance-related systems and processes. The RBIA framework will further strengthen the Company's overall risk management framework. The Company had adopted the Risk Based Internal Audit w.e.f. August 12, 2022.
Codes and Standards
The Company adheres to the Fair Practices Code (FPC) recommended by the regulator, the Reserve Bank of India (RBI) as well as the National Housing Bank (NHB), to promote good and fair practices by setting minimum standards in dealing with customers. The RBI has also issued comprehensive Know Your Customer (KYC) Guidelines and Anti Money Laundering Standards in the context of recommendations made by the Financial Action Task Force on Anti Money Laundering Standards, in February 2016, which got amended from time to time and the Company is in Compliance with said Direction.
Cross Selling and Distribution of Financial Products and Services
One of the Company's key areas of focus is generating fee income by cross - selling and upselling various products to its customers. Leveraging on digital analytics, social media integration through its tech platform and its network of over 200 branches spread across country. The Company continues to stay engaged with its customers helping it better anticipate their needs, thus opening up cross - selling and resultant fee generation opportunities. The Company acts as an agent for multiple insurance companies and cross - sells life insurance and general insurance products to its customers, earning a commission on the premiums paid by the customers. The Company's insurance attachment rate is over 80%. The Company has also been successfully selling 2 - 3 different policies to its customers through its upselling efforts. Fee income represents a very important source of income for the Company and it continues to look at different avenues of generating and increasing its fee income.
Learning & Development
SCL recognizes the importance of equipping its employees with the necessary skills, knowledge, and mindset to effectively carry out their assigned tasks. Learning and development initiatives are vital for the growth and success of its business.
It employs a diverse range of training workshops and employ suitable methodologies to ensure that the employees possess and enhance the skills required to excel in their work. The Company benefits from a dedicated and highly professional Learning & Development team, which operates as a subset of its Human Resources department. Their primary focus is to ensure that employees receive training in both functional and behavioral skills. The training programs it offers are designed based on identified needs, competency requirements, job specific knowledge gaps, and desired skills and attitudes. This collaborative process involves the employee, department and branch heads, as well as the Human Resources department.
At SCL, we are committed to providing consistent career growth opportunities for all our employees. We understand the importance of supporting their professional development to foster a thriving workforce.
During the year, the employee training vertical of the human resources department conducted 128 online & offline training sessions covering over ~70% employees with 11,245 man hours. The trainings covered various aspects such as customer relationship management, credit risk analysis, operational efficiency, fraud prevention amongst others.
DIVIDEND
The Board has recommended a final dividend of Rs. 2/- (i.e. 100%) per fully paid -up equity share of face value of Rs. 2/- each and a pro-rata final dividend of Re. 0.67 per partly paid-up equity shares of face value of Rs. 2 each (paid-up value of Rs. 0.67 each) for FY 2023-24, subject to approval of members at the ensuing Annual General Meeting.
The record date for the purpose of payment of final dividend for the FY 2023-24, will be Friday, September 20, 2024.
During the year, the unclaimed dividend of R 0.58 Crores pertaining to the Financial Year 2015-16 and 2016-17, got transferred to Investor Education and Protection Fund after giving due notice to the members.
Further, the Company has transferred 4,648 equity shares pertaining to the Financial Year 2015-16 and 2016-17 in respect of which dividend has not been received or claimed for seven consecutive years to Demat Account of IEPF Authority, in respect of which, individual notice had also been sent to concerned Shareholders.
Those Members who have not so far claimed their dividend for the subsequent financial years are also advised to claim it from the Company or KFin Technologies Limited. Further, in
compliance with the requirements, in terms of the notification issued by the Ministry of Corporate Affairs (MCA), the Company has till date transferred 33,644 fully paid-up equity shares in respect of which dividend has not been received or claimed for seven consecutive years from the Financial Year 200809 onwards to Demat Account of IEPF Authority, in respect of which, individual notice had also been sent to concerned Shareholders.
Further, pursuant to the applicable provisions of SEBI (LODR) Regulations, 2015, the Dividend Distribution Policy of the Company is available on the website of the Company i.e. https://sc-website-staging.b-cdn. net/uploads/downloads/ihfl-dividend-distribution-poli cy-0436865001502456462-0046016001552484803.pdf
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review:
1. Mr. Bishnu Charan Patnaik (DIN: 08384583), resigned as LIC Nominee Director (Non- Executive) w.e.f. April 29, 2023;
2. Mr. Ajit Kumar Mittal (DIN: 02698115), resigned as NonExecutive, Non Independent Director w.e.f. May 22, 2023;
3. Mr. Rajiv Gupta (DIN: 08532421), was appointed as LIC Nominee Director of the Company w.e.f. July 28, 2023;
4. Justice Gyan Sudha Misra (Retd.) (DIN: 07577265) completed her second term and ceased to be a Director of the Company w.e.f. the close of business hours on September 28, 2023; and
5. Mrs. Shefali Shah (DIN: 09731801), was appointed as an Independent Director w.e.f. November 14, 2023.
Further, during the financial year 2023-24, the Members of the Company in their Eighteenth Annual General Meeting ("AGM") held through Video Conferencing (VC) / Other Audio Visual Means (OAVM) on September 25, 2023 had approved the reappointment of Mr. Achuthan Siddharth (DIN: 00016278) as an Independent Director of the Company, for a further period of five years, with effect from July 03, 2023.
Also, the shareholders by way of postal ballot dated January 11, 2024 approved the Re-appointment of Mr. Dinabandhu Mohapatra (DIN: 07488705), former MD & CEO, Bank of India, as an Independent Director for another term of three years with effect from November 23, 2023 up to November 22, 2026 and appointment of Mrs. Shefali Shah (DIN: 09731801), a Ex Indian Revenue Service ("IRS") Officer, as an Independent Director for a term of three years with effect from November 14, 2023 up to November 13, 2026.
In accordance with the provisions of Section 152 of the Companies Act, 2013 ("Act") and in terms of the Memorandum and Articles of Association (MOA) of the Company, Mr. Sachin
Chaudhary (DIN: 02016992), Whole-Time Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for reappointment.
All the present Independent Directors of the Company have given declaration that they meet the criteria of Independence laid down under Section 149(6) of the Act and under Regulation 16 (1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations). The brief resume of Mr. Sachin Chaudhary, nature of his expertise in specific functional areas, terms of his appointment and names of companies in which he holds directorships and memberships/ chairmanships of Board Committees, are provided in the Notice convening the Nineteenth Annual General Meeting of the Company.
The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold the highest standards of integrity.
SHARE CAPITAL
The paid up equity share capital of the Company as on March 31, 2023 was R 943,193,260 comprising of 471,596,630 Equity Shares of R 2/- each. During the year, the Company has made the following allotments:
i) On September 18, 2023 - the Company allotted 7,934,267 Equity Shares on account of ESOP exercise under the 'IHFL - IBFSL Employees Stock Option Plan - 2006' 'IHFL - IBFSL Employees Stock Option Plan II - 2006', IHFL - IBFSL Employees Stock Option- 2008' and Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013'
ii) On November 28, 2023 - the Company allotted 9,213,280 Equity Shares on account of ESOP exercise under the 'IHFL - IBFSL Employees Stock Option Plan - 2008' and 'Indiabulls Housing Finance Limited Employees Stock Option Scheme
- 2013'
iii) On December 21, 2023 - the Company allotted 3,708,852 Equity Shares on account of ESOP exercise under the 'IHFL - IBFSL Employees Stock Option Plan - 2008' and 'Indiabulls Housing Finance Limited Employees Stock Option Scheme
iv) On February 15, 2024 - the Company allotted 246,226,515 partly paid-up Equity Shares on account of Right Issue.
After considering the above allotment during the year, the paid up Equity Share Capital of the Company as on March 31, 2024 was R 1,149,877,823.05 comprises of 492,453,029 fully paid up Equity Shares of face value of R2 each, bearing ISIN INE148I01020 (Paid-up value R2 each) and 246,226,515 partly paid up Equity Shares having face value of R2 each, bearing ISIN IN9148I01010 (Paid-up value R0.67 each).
Subsequently, during the current financial year on June 17,
2024, the Company had allotted 3,579,035 equity shares of face value R 2/- each, on account of ESOP exercise under the 'Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013'. As a result the paid-up equity share capital of the Company increased to R115,70,35,893.05 divided into 49,60,32,064 fully paid up Equity Shares of face value of R2 each, bearing ISIN INE148I01020 (Paid-up value R2 each) and 24,62,26,515 partly paid up Equity Shares having face value of R2 each, bearing ISIN IN9148I01010 (Paid-up value R0.67 each). Furthermore, the Company has not issued any Equity Shares with Differential rights.
ESOP / SAR SCHEMES / SWEAT EQUITY
Presently, the stock options / stock appreciation rights granted to the Employees operate under different schemes, namely, IBHFL-IBFSL Employees Stock Option Scheme - 2008, Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013, Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2019 and Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2021 and Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2023 (hereinafter individually and/or collectively referred to as the "Scheme(s)").
Post allotment on September 18, 2023, all the stock options outstanding under ESOP Scheme namely 'IHFL - IBFSL Employees Stock Option Plan - 2006' and 'IHFL - IBFSL Employees Stock Option Plan II - 2006', got exercised and no options are pending under said schemes. Accordingly, these schemes are not in force as on date.
During the year, in terms of Clause 22 of the Indiabulls Housing Finance Limited - Employees Stock Option Scheme - 2013 ("ESOP Plan 2013"), the Nomination and Remuneration Committee of the Company (the "Committee"), at its meeting held on February 29, 2024, had approved Repricing of Employee Stock Options ("ESOPs") granted to the employees of the Company and its subsidiary companies, under ESOP Plan 2013.
Except aforesaid modification, there has been no variation in the terms of the options granted under any of the schemes and all the schemes are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations). The Company has obtained a certificate from secretarial auditors on the same.
The Committee has on February 29, 2024 also granted, under the (a) "Indiabulls Housing Finance Limited Employee Stock Benefit Scheme - 2023" (the "Scheme"), 2,00,00,000 (Two Crore) Stock Options and (b) under the "Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013", 10,53,406 (Ten Lacs Fifty Three Thousand Four Hundred and Six) Stock Options, out of the lapsed Stock Options, granted earlier, representing an equal number of equity shares of face value of Rs. 2/- each in the Company, at an exercise price of Rs. 187.25/-.
During the financial year, in accordance with the Company's employee benefit scheme i.e. Indiabulls Housing Finance Limited Stock Appreciation Rights [SARs] Plan 2019, administered by Pragati Welfare Trust were awarded and vested in eligible employees of the Company in tranches over a period of three years from 2021 to 2023. However, high taxation involved with SARs compensation both at the trust level as well as in the hands of employees, and due to market factors, the SAR grantees did not make any request to the Company for sale of underlying shares, and subsequently surrendered the SARs.
Nomination and Remuneration Committee vide its resolution dated August 16, 2023 had authorized Pragati Employee Welfare Trust ("Trust") to sale 2,30,00,000 Fully Paid-up Equity Shares of the Company, from time to time, in one or more tranches, held by the Trust, which were unappropriated in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, for utilizing sale proceeds by the Trust towards repayment of its existing loan. Pursuant to said authorization, the Trust had sold 1,46,00,000 Fully Paid-up Equity Shares of the Company in the secondary market for repaying the loan and post this it was holding 84,00,000 Fully Paid-up Equity Shares of the Company.
Further, Trust has not purchased any Equity Shares of the Company from the secondary market however during the financial year under review, in terms of Company's Rights Issue, the Trust was allotted , 4,200,000 Partly Paid-up Equity Shares of face value 2/- each (Partly Paid-up 0.67/- each) on February 15, 2024.
Accordingly, at the end of the FY 2024, the Trust held 12,600,000 Equity Shares of the Company divided into 8,400,000 Fully Paid-up Equity Shares of face value Rs. 2/- each and 4,200,000 Partly Paid-up Equity Shares of face value 2/- each (Partly Paid- up 0.67/- each). No voting right has been exercised by the Trust in respect of such shares held by it.
During the FY 2023-24, no Sweat Equity Shares were issued by the Company.
The disclosures on ESOPs and SARs, as required under SBEB Regulations have been placed on the website of the Company
i. On September 18, 2023 an aggregate of 7,934,267 (Seventy Nine Lacs Thirty Four Thousand Two Hundred Sixty Seven) options were exercised by the eligible employees under Employees Stock Option Scheme, namely, 'IHFL-IBFSL Employees Stock Option Plan - 2006', 'IHFL- IBFSL Employees Stock Option Plan 11-2006', 'IHFL- IBFSL Employees Stock Option - 2008' and 'Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013'.
ii. On November 28, 2023 an aggregate of 9,213,280 (Ninety Two Lacs Thirteen Thousand Two Hundred Eighty) options
were exercised by the eligible employees under Employees Stock Option Scheme, namely, 'IHFL-IBFSL Employees Stock Option - 2008' and 'Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013'.
iii. On December 21, 2023 an aggregate of 3,708,852 (Thirty Seven Lacs Eight Thousand Eight Hundred Fifty Two) options were exercised by the eligible employees under Employees Stock Option Scheme, namely, 'IHFL-IBFSL Employees Stock Option - 2008' and 'Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013'.
During the current Financial Year, on June 17, 2024 an aggregate of 3,579,035 (Thirty Five Lacs Seventy Nine Thousand Thirty Five) options were exercised by the eligible employees under Employees Stock Option Scheme, namely, 'Indiabulls Housing Finance Limited Employees Stock Option Scheme - 2013'.
FUND RAISED DURING THE YEAR
(a) Foreign Currency Convertible Bonds Issue
During the year, the Company has not issued any Foreign Currency Convertible Bonds.
However During the Current Financial Year, on April 03, 2024, the Company has issued 9.70 per cent Senior Secured Social Bonds aggregating to U.S.$350,000,000 due in Financial Year 2027-28.
NON-CONVERTIBLE DEBENTURES (NCDs)
(a) Issuance of Secured and Unsecured NCDs, by way of Public Issue and Private Placement
During the FY 2023-24, the Company has successfully raised, by way of Public Issue, an aggregate amount of R 567.8599 Crores via allotment of Secured NCDs having a face value of R 1,000 each, in the manner as stated below:
Tranche
I
II
III
IV
V
These NCDs are listed on BSE Limited (BSE) and National Stock Exchange of India Limited (NSE)
Further, during the current Financial Year, the Company:
i. On April 04, 2024, by way of private placement, has successfully raised R 25 Crores via allotment of Secured Redeemable NCDs having face value of R
100,000 each;
ii. On May 31, 2024, by way of public issue, has
successfully raised R 153.0853 Crores via allotment of Secured Redeemable NCDs having face value of R 1000 each;
iii. On July 23, 2024, by way of private placement, has successfully raised R 60 Crores via allotment of Secured Redeemable NCDs having face value of R
100.000 each; and
iv. On August 12, 2024, by way of private placement, has successfully raised R 200 Crores via allotment of Secured Redeemable NCDs having face value of R
100.000 each.
(b) Details of NCDs which have not been claimed by the Investors
There are no NCDs which have not been claimed by the Investors or not paid by the Company after the date on which these NCDs became due for redemption.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits from the public, falling within the ambit of Chapter V of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
LISTING WITH STOCK EXCHANGES
The Equity Shares (ISIN INE148I01020) of the Company continue to remain listed at BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE")
Further, during the year the Company has issued partly paid up Equity Shares having face value of R2 each, and listed at BSE and NSE same under ISIN IN9148I01010.
The listing fees payable to both the exchanges for the financial year 2023-24 and 2024-25 have been paid.
The Foreign Currency Convertible Bonds ("FCCBs") are listed on Singapore Exchange Securities Trading Limited ("SGX"). The NCDs issued under public issue and on Private Placement basis are listed on Debt/WDM segment of NSE and BSE.
Further, during the Current Financial Year, on April 03, 2024, the Company has issued 9.70 per cent Senior Secured Social Bonds due 2027 aggregating to U.S. $350,000,000 which is listed on 'Global Securities Market' of India International Exchange (IFSC) Limited ("India INX").
INFORMATION PURSUANT TO SECTION 134 AND SECTION 197 OF THE COMPANIES ACT, 2013 READ WITH THE RELEVANT RULES AND SEBI (LODR) REGULATIONS, 2015
The information required to be disclosed pursuant to Section 134 and Section 197 of the Companies Act, 2013 read with the relevant rules (to the extent applicable) and SEBI (LODR) Regulations, not elsewhere mentioned in this Report, are given
in "Annexure A" forming part of this Report.
AUDITORS
(a) Statutory Auditors
The current Joint Statutory Auditors of the Company Messrs S.N. Dhawan & CO LLP, Chartered Accountants (Firm Registration No. 000050N/N500045 issued by The Institute of Chartered Accountants of India) (member firm of Mazars, an international audit, tax and advisory firm based in France) and Messrs Arora & Choudhary Associates, Chartered Accountants (Firm Registration No. 003870N issued by The Institute of Chartered Accountants of India) were appointed as Joint Statutory Auditors of the Company at the Extra-Ordinary General Meeting of the Company held on November 15, 2021, to hold office till the conclusion of 19th Annual General Meeting of the Company (19th AGM) in line with the Guidelines for Appointment of Statutory Central Auditors (SCAs)/ Statutory Auditors (SAs) of Commercial Banks (excluding Regional Rural Banks), Primary (Urban) Co-operative Banks and Non- Banking Finance Companies ("NBFCs") (including Housing Finance Companies) issued by Reserve Bank of India ("RBI") on April 27, 2021 ("RBI Guidelines").
Since, the current Joint Statutory Auditors of the Company will be completing their term as such, after conclusion of the ensuing 19th AGM of the Company, the Audit Committee and the Board of Directors in their respective meetings had recommended to the Members of the Company, pursuant to RBI Guidelines, the passing of the necessary resolutions at the ensuing 19th AGM for the appointment of M Verma & Associates, Chartered Accountants, (Firm Registration No. 501433C) and Nangia & Co LLP, Chartered Accountants, (Firm Registration No. 002391C/N500069) as new Joint Statutory Auditors of the Company, from the conclusion of 19th AGM till the conclusion of 22nd Annual General Meeting of the Company, to conduct the audit of accounts of the Company, for a term of three consecutive financial years ending March 31, 2025, March 31, 2026 and March 31, 2027, in place of the current Joint Statutory Auditors retiring at the 19th AGM. The new Joint Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Joint Statutory Auditors of the Company and satisfy the independence criteria as prescribed by RBI Guidelines and the Companies Act, 2013. They have also confirmed that they hold a valid peer review certificate as prescribed under the Listing Regulations.
During the financial year 2023-24, the total remuneration paid by the Company (excluding Certification Fee plus applicable taxes and reimbursement of out of pocket expenses incurred by them in connection with the audit of the accounts of the Company) to Messrs S.N. Dhawan
& CO LLP and Messrs Arora & Chaudhary Associates was Rs. 16,500,000 and Rs. 6,600,000, respectively.
The Report of Joint Statutory Auditors for the FY 202324, forms part of this Report. The Joint Statutory Auditors Report does not contain any qualification, reservation or adverse remark.
The Notes to the Accounts referred to in the Joint Auditors Report are self - explanatory and therefore do not call for any further explanation. No frauds have been reported by the Joint Auditors of the Company in terms of Section 143(12) of the Companies Act, 2013.
(b) Secretarial Auditors & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Act read with the rules made thereunder, the Company has appointed M/s Jayant Gupta & Associates, a firm of Company Secretaries in practice, as its Secretarial Auditors, to conduct the secretarial audit of the Company, for the FY 2023-24.
The Company has provided all assistance, facilities, documents, records and clarifications etc. to the Secretarial Auditors for the conduct of their audit. The Report of Secretarial Auditors for the FY 2023-24, is annexed as "Annexure 1", forming part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.
The Secretarial Compliance Report as prescribed by SEBI is annexed as "Annexure 2", forming part of this Report.
The Secretarial Audit Report of material subsidiary company namely, Indiabulls Commercial Credit Limited ("ICCL") is annexed as "Annexure 3" forming part of this Report.
(c) Cost Records
The Company is not required to prepare and maintain cost records pursuant to Section 148(1) of the Companies Act, 2013.
CORPORATE SOCIAL RESPONSIBILITY
As part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken projects as per its CSR Policy available on your Company's website https://sc- website-staging.b-cdn.net/uploads/downloads/csr-policy- ihfl-0407987001462461867-0770049001552484537.pdf and the details are contained in the Annual Report on CSR Activities given in "Annexure 4", forming part of this Report. These projects are in accordance with Schedule VII of the Companies Act, 2013 read with the relevant rules.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 of the SEBI (LODR) Regulations, Management's Discussion and Analysis Report, for the year under review, is presented in a separate section forming part of this Annual Report.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of the SEBI (LODR) Regulations, Corporate Governance Practices followed by the Company, together with a certificate from a practicing Company Secretary confirming compliance, is presented in a separate section forming part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to Regulation 34 of the SEBI (LODR) Regulations, Business Responsibility and Sustainability Report (BR&SR) is presented in a separate section forming part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134 of the Companies Act, 2013:
(a) that in the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
(b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company, as at March 31, 2024 and the profit and loss of the Company for the year ended on that date;
(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the annual financial statements have been prepared on a going concern basis;
(e) that proper internal financial controls were in place and that such financial controls were adequate and were operating effectively; and
(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
ACKNOWLEDGEMENT
Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functional areas and the efficient utilization of all its resources for sustainable and profitable growth. Your Directors wish to place on record their appreciation of the contributions made and committed services rendered by the Employees of the Company at various levels. Your Directors also wish to express their gratitude for the continuous assistance and support received from the investors, clients, bankers, regulatory and government authorities, during the year.