• OPEN AN ACCOUNT
Indian Indices
Nifty
18,758.35 140.30
(0.75%)
Sensex
63,099.65 417.81
( 0.67%)
Bank Nifty
43,231.00 177.55
( 0.41%)
Nifty IT
30,391.70 46.05
( 0.15%)
Global Indices
Nasdaq
10,983.78 -65.72
(-0.59%)
Dow Jones
33,852.53 3.07
(0.01%)
Hang Seng
18,597.23 392.55
(2.16%)
Nikkei 225
27,968.99 -58.85
(-0.21%)
Forex
USD-INR
81.67 0.07
(0.09%)
EUR-INR
84.83 0.06
(0.07%)
GBP-INR
98.30 -0.31
(-0.32%)
JPY-INR
0.59 0.00
(0.60%)

EQUITY - MARKET SCREENER

Industry :  
BSE Code
ISIN Demat
Book Value()
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
EPS(TTM)
Face Value()
Div & Yield %
 

As on: Dec 01, 2022 02:46 AM

Dear Shareholders,

The Reserve Bank of India (‘RBI?) vide Press Release dated November 20, 2019 in exercise of the powers conferred under Section 45-IE (1) of the Reserve Bank of India Act, 1934 (‘RBI Act?) (Press Release) superseded the Board of Directors of erstwhile Dewan Housing Finance Corporation Limited (‘e-DHFL?) on November 20, 2019 owing to governance concerns and defaults by e-DHFL in meeting various payment obligations. The RBI appointed Mr. R. Subramaniakumar, ex-MD and CEO of Indian Overseas Bank as the Administrator of e-DHFL under Section 45-IE (2) of the RBI Act during the Corporate Insolvency Resolution Process (‘CIRP?).

On November 29, 2019, the RBI had filed a petition before the Hon?ble National Company Law Tribunal, Mumbai Bench (‘NCLT?) under Section 227 read with Section 239(2)(zk) of the Insolvency and Bankruptcy Code, 2016 (‘IBC?/ ‘IBC Code?/ ‘Code?) read with Rules 5 and 6 of the Insolvency and Bankruptcy (Insolvency and Liquidation Proceedings of Financial Service Providers and Application to Adjudication Authority) Rules, 2019 (‘FSP Rules?), to initiate CIRP in respect of e-DHFL Company. Accordingly, under the provisions of the Code along with the Regulations and Rules thereunder, the CIRP of e-DHFL was carried out. The Administrator performed the duties of the Resolution Professional under the Code with support of the Advisory Committee.

As per the votes cast by the Committee of Creditors (‘COC?) members, the Resolution Plan submitted by erstwhile Piramal Capital & Housing Finance Limited (e-PCHFL) dated December 22, 2020 in respect of e-DHFL was approved by a voting majority of 93.65% votes and e-PCHLF was chosen as the successful resolution applicant under Section 30(4) of the Code (‘Resolution Plan?).

The NCLT vide its Order passed on June 7, 2021, approved the Resolution Plan submitted by e-PCHFL, which was approved by the COC under the CIRP of e-DHFL, under Section 31 of the Code.

Pursuant to the approved Resolution Plan, e-PCHFL reverse merged into e-DHFL with effect from the ‘Appointed Date? i.e. September 30, 2021 (‘Reverse Merger?). The name of the Company was changed from ‘Dewan Housing Finance Corporation Limited? to ‘Piramal Capital & Housing Finance Limited? (‘PCHFL? or ‘the Company?) with effect from November 3, 2021. Consequent to the reverse merger the Board of Directors (‘the Board?) of the Company was constituted with effect from September 30, 2021, who took over the operations and management of the Company.

The Directors have pleasure in presenting the 38th Annual Report on the business and operations of the Company and the Audited Financial Statements for the Financial Year ended March 31, 2022.

(Amount Rs. in Lakhs)

Particulars Consolidated Standalone
FY 2022 FY 2022 FY 2021
Revenue from operations 6,12,081 6,12,081 5,08,165
Other income 6,614 6,611 625
Particulars Consolidated Standalone
FY 2022 FY 2022 FY 2021
Total income 6,18,695 6,18,692 5,08,790
Expenses 1,94,084 1,94,562 69,024
EBIDTA 4,24,611 4,24,130 4,39,766
Less:
Finance costs 3,33,706 3,33,224 2,82,821
Depreciation, amortisation and impairment 5,236 5,236 2,922
Profit before exceptional items and tax 85,669 85,670 1,54,023
Add: Share of net profit of joint ventures 1,441 - -
Less: Exceptional items 14,272 14,272 -
Profit before tax 72,838 71,398 1,54,023
Less:
Tax expenses
Current 56,325 56,325 5,028
Deferred (37,502) (37,502) 45,551
Profit after tax 54,015 52,575 1,03,444
Other comprehensive income for the year (6,381) 1,346 86
Income tax relating to other comprehensive income (339) (339) (21)
Total Comprehensive Income for the year (6,720) 1,007 65
Earnings Per Equity Share (Basic) (Rs.) 0.22 0.25 0.48
Earnings Per Equity Share (Diluted) (Rs.) 0.22 0.25 0.48

RESERVES

For the year ended March 31, 2022, the Company transferred 20% of profit to statutory reserves as required u/s 29C of the National Housing Bank Act, 1987 for Housing Finance Companies. Surplus in statement of profit and loss for the year ended March 31, 2022 stood at Rs. 52,575 lakhs.

DIVIDEND

During the year under review, the Board had not declared any interim dividend. Further, the Board do not recommend any final dividend for the Financial Year ended March 31, 2022.

SHARE CAPITAL

Authorized Share Capital

During the financial year under review, pursuant to the reverse merger the Authoised Share Captial of e-PCHFL and e-DHFL was consolidated. The Authorized Share Capital of the Company as at March 31, 2022 was Rs. 2,60,90,39,00,240/- (Rupees Twenty Six Thousand Ninety Crores Thirty Nine Lakhs Two Hundred and Forty) divided into:

(a) 25,84,03,90,024 (Two Thousand Five Hundred Eighty Four Crores Three Lakhs Ninety

Thousand and Twenty Four) Equity Shares of Rs 10 (Rupees Ten) each; and

(b) 25,00,000 (Twenty Five Lakhs) Non-Convertible Redeemable Cumulative Preference

Shares of Rs. 1,000 (Rupees One Thousand) each.

Issued and Paid-up Share Capital

(a) Equity Share Capital

During the year under review, pursuant to the Resolution Plan the Company had:

i. issued and allotted 10,00,000 (Ten Lakh) equity shares of Rs. 10 (Rupees Ten) each, for cash, to e-PCHFL along with nominees;

ii. issued and allotted 21,36,46,91,751 (Two Thousand One Hundred Thirty Six Crores Forty Six Lakhs Ninety One Thousand Seven Hundred Fifty One) equity shares of Rs. 10 (Rupees Ten) each, equivalent to total net-worth of e-PCHFL as on 30th September 2021 i.e. the Appointed Date, credited as fully paid up equity shares of the Company to the shareholders of e-PCHFL i.e., Piramal Enterprises Limited (‘PEL?), along with the nominee shareholders of PEL, as a part of consideration for the Reverse Merger;

iii. cancelled the existing equity shares held by e-PCHFL and its nominees in the Company, pursuant to the Reverse Merger i.e. 10,00,000 (Ten Lakh) equity shares of Rs. 10 (Rupees Ten) each, aggregating to Rs. 1,00,00,000 (One Crore);

Accordingly, as on March 31, 2022, the issued, subscribed and paid-up equity share capital of the Company stood at Rs. 2,13,64,69,17,510 (Rupees Twenty One Thousand Three Sixty Four Crores Sixty Nine Lakhs Seventeen Thousand Five Hundred and Ten) divided into 21,36,46,91,751 (Two Thousand One Hundred Thirty Six Crores Forty Six Lakhs Ninety One Thousand Seven Hundred Fifty One) equity shares of Rs. 10 (Rupees Ten) each.

(b) Preference Share Capital - No preference shares have been issued by the Company so far.

SUBSIDIARIES, JOINT V.ENTURES AND ASSOCIATE COMPANIES

The Company is a wholly owned subsidiary of Piramal Enterprises Limited with effect from November 11, 2021. As on March 31, 2022, the Company has four wholly owned subsidiaries viz., DHFL Advisory & Investments Private Limited, DHFL Investments Limited, DHFL Holdings Limited, DHFL Changing Lives Foundation and one joint venture company, Pramerica Life Insurance Limited (formerly known as DHFL Pramerica Life Insurance Company Limited) and one associate company, DHFL Ventures Trustee Company Private Limited.

FINANCIAL DETAILS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (‘the Act?), statement containing salient features of the financial statements of subsidiaries, joint venture and associate companies in Form AOC-1 is attached to the financial statements.

The separate financial statements of the subsidiaries are available on the website of the Company and can be accessed at https://www.piramalfinance.com/.

SIGNIFICANT EVENT DURING THE YEAR ENDED MARCH 31, 2022, IF ANY:

The NCLT, vide it's order dated June 7, 2021, had approved the Resolution Plan submitted by e-PCHFL, for the CIRP of e-DHFL under Section 31 of IBC. In September 2021, the payment of consideration for the acquisition of e-DHFL amounting to ~Rs. 34,249 Crores was made by e-PCHFL on the completion of the acquisition, which included an upfront cash component of ~Rs. 14,717 Crores and issuance of debt instruments of ~Rs. 19,532 Crores (Non-Convertible Debentures having a tenure of 10 years, at an interest of 6.75% p.a. payable on a half-yearly basis). In terms of the Resolution Plan, e-PCHFL was merged into e-DHFL with effect from September 30, 2021 pursuant to the Reverse Merger as contemplated under scheme of arrangement provided under the Resolution Plan. Consequently, the name of the Company was changed to ‘Piramal Capital & Housing Finance Limited? with effect from November 3, 2021.

OPERATIONAL REVIEW

Financial performance (standalone) for FY 2022 is summarised in the following table:

(Rs in lakhs)

Particulars 2021-22 2020-21
Net interest income and other income 2,85,468 2,25,969
Operating expenses 1,37,073 79,970
Provisions and contingencies 62,725 (8,024)
Profit before tax 71,398 1,54,023
Profit after tax 52,575 1,03,444
Other Comprehensive Income / (Loss) 1,007 65
Total Comprehensive Income 53,582 1,03,509

DEPOSITS FROM PUBLIC

The Company is registered as a Non-Deposit taking Housing Finance Company. Therefore, the Company did not hold any public deposits nor has accepted any public deposit during the year under review.

STATUTORY AUDITORS AND AUDITORS? REPORT

The Auditors Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2022. The notes on financial statement referred to in the Auditor?s Report are self-explanatory and do not call for any further comments. Further, there were no fraud reported by the auditor?s under sub-section (12) of section 143 of the Act, therefore no comment by the Board thereon is required.

M/s. K.K. Mankeshwar & Co. Chartered Accountants, hold office as joint Statutory Auditors of the Company for a period of five years, from the conclusion of the 35th Annual General Meeting till the conclusion of the 40th Annual General Meeting of the Company to be held in calendar year 2024.

In view of the guidelines issued by RBI for appointment of Statutory Central Auditors (SCAs)/Statutory Auditors (SAs) of Commercial Banks (excluding RRBs), UCBs and NBFCs (including HFCs) dated April 27, 2021, statutory auditors of the Company cannot hold office for a period of more than 3 financial years. M/s. K.K. Mankeshwar & Co. would become ineligible to continue as Statutory Auditors as per the guidelines prescribed by the abovementioned RBI circular, having completed three years and would hold office till the conclusion of the ensuing Annual General Meeting.

In line with the RBI guidelines, it is proposed to appoint M/s. T R Chadha & Co. LLP (Firm Registration No. 006711N/ N500028, Chartered Accountants as the Statutory Auditors of the Company for a period of three consecutive years i.e. from the conclusion of the ensuing AGM until the conclusion of the 41th AGM of the Company, to be held in calendar year 2025, subject to approval by the shareholders.

M/s. T R Chadha & Co. LLP, Chartered Accountants, have confirmed that they are eligible for appointment as Statutory Auditors at this AGM. Accordingly, approval of shareholders is being sought at this AGM for appointment of M/s. T R Chadha & Co. LLP as Statutory Auditors of the Company for a period of three consecutive years based on the recommendation of the Audit & Risk Management Committee and the Board.

CORPORATE SOCIAL RESPONSIBILITY

The annual report on Corporate Social Responsibility (‘CSR?) containing, details of CSR Policy, composition of CSR Committee, CSR projects undertaken and web-link thereto on the website of the Company, as required under Companies (Corporate Social Responsibility Policy) Rules, 2014, is set out in Annexure 1 of this Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

Since the Company is engaged in financial services activities, its operations are not energy intensive nor does it require adoption of specific technology and hence information in terms of Section 134(3)(m) of the Act read with the Companies (Accounts) Rules, 2014 is not provided in this Board's Report.

The foreign exchange earnings for financial year ended March 31, 2022 is reported as nil and the the foreign exchange outgo during the year in terms of actual outflows is Rs.1,514 Lakhs.

ANNUAL RETURN

The Annual Return for FY 2022 is available on the website of the Company at https://www.piramalfinance.com/

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Consequent to the Reverse Merge of e-PCHFL with e-DHFL, the Board of the Company was constituted and following directors were appointed by the Members of the Company at its AGM held last year, w.e.f. September 30, 2021:

Sr. No. Name DIN Category
1. Mr. Ajay G. Piramal 00028116 Non-Executive Director
2. Dr. (Mrs.) Swati Piramal 00067125 Non-Executive Director
3. Mr. Khushru Jijina 00209953 Non-Executive Director
4. Mr. Anand Piramal 00286085 Non-Executive Director
5. Mr. Suhail Nathani 01089938 Non-Executive Independent Director
6. Mr. Gautam Doshi 00004612 Non-Executive Independent Director

The Members of the Company at the AGM held last year, also appointed Mr. Jairam Sridharan (DIN: 05165390) as Managing Director, liable to retire by rotation, for a term of three years

i.e. from October 7, 2021;

The Board had based on the recommendation of Nomination and Remuneration Committee ('NRC'), subject to approval of the Members at the ensuing extraordinary general meeting, approved appointment of Mr. Puneet Dalmia (DIN: 00022633) as an Additional Director and also as an Independent Director, not liable to retire by rotation, for a term of five years i.e. from March 31, 2022 to March 30, 2027;

In terms of Section 203 of the Act and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations?), the Board has appointed:

1. Mr. Bipin Singh (PAN: AAVPS1109H) as the Company Secretary and Compliance Officer of the Company with effect from October 1, 2021;

2. Mr. Vikash Singhla (PAN: BAFPS2900F) as the Chief Financial Officer of the Company with effect from March 31, 2022.

In line with the provisions of the Act and the Articles of Association of the Company, Mr. Ajay Gopikisan Piramal (DIN: 00028116) will retire by rotation at the ensuing AGM and being eligible, have offered himself for re- appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the ensuing AGM.

The Company has received declarations from all its Independent Directors, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board, the Independent Directors appointed during the year under review, are persons with integrity and possess requisite experience, expertise and proficiency required under applicable laws and the policies of the Company.

BOARD EVALUATION

Evaluation of performance of all Directors is undertaken annually. The Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and the Non-Executive Directors on the basis of a structured questionnaire which comprises evaluation criteria taking into consideration various performance related aspects. The performance of the Executive Director is evaluated on the basis of achievement of their Key Result Area.

The Board of Directors has expressed their satisfaction with the evaluation process.

During the year, five Board Meetings were convened and held, details of which are given in the Report on Corporate Governance forming part of the Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Company has established a Vigil Mechanism, which includes a Whistle Blower Policy, for its Directors and Employees, to provide a framework to facilitate responsible and secure reporting of concerns of unethical behavior, actual or suspected fraud or violation of the Company?s Code of Conduct & Ethics. The details of establishment of Vigil Mechanism/ Whistle Blower Policy is posted on the website of the Company and the weblink to the same at https://www.piramalfinance.com/.

AUDIT AND RISK MANAGEMENT COMMITTEE

The Audit and Risk Management Committee ('Audit Committee') was constituted October 1, 2021 and comprises of the following:

Name Category
Mr. Gautam Doshi - Chairman Non-Executive, Independent
Mr. Suhail Nathani Non-Executive, Independent
Mr. Jairma Sridharan Executive - Manading Director*

* Appointed as member of the Audit and Risk Management Committee with effect from October 7, 2021 in place of Mr. Khushru Jijina, upon re-constitution.

Further details on the Audit Committee are provided in the Report on Corporate Governance forming part of the Annual Report.

NOMINATION AND REMUNERATION POLICIES

The Board has approved a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

The Board has also approved a Policy relating to remuneration of Directors, Key Managerial Personnel and other Employee.

Details of the Nomination Policy and the Remuneration Policy are given in Annexure 2 to this Report and is available on the website of the Company at https://www.piramalfinance.com/.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company being a Housing Finance Company, the disclosure regarding particulars of loans made, guarantees given and securities provided in the ordinary course of its business is exempted as per the provisions of Section 186(11) of the Companies Act, 2013. Details of the investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013 are given in the Note No. 6 in the Notes to accounts forming part of the audited (standalone) financial statements for the financial year ended March 31, 2022.

RELATED PARTY TRANSACTIONS

During the year under review, all contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in ordinary course of business and on arm?s length basis. There were no material related party transactions by the Company during the year. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable.

Systems are in place for obtaining prior omnibus approval of the Audit and Risk Management Committee on an annual basis for transactions with related parties which are of a foreseeable and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted and a statement giving details of all transactions with related parties are placed before the Audit and Risk Management Committee for their review on a periodic basis.

The Security and Exchange Board of India (‘SEBI?) vide amendments to the Listing Regulations had introduced substantial changes in the related party transactions framework, inter alia, by enhacing the purview of the definition of related party, and overall scope of transactions with related parties effectivce Apri 1, 2022 or unless otherwise specified. The Board on recommendations of the Audit and Risk Management Committee approved the revised ‘Policy on Related Party Transactions? to align it with the said amendments and the same is attached as Annexure 3 to this Report and is available on the website of the Company at https://www.piramalfinance.com/.

MANAGERIAL REMUNERATION

A. Remuneration to Directors and Key Managerial Personnel (‘KMP?)

1. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during FY 2022 and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for FY 2022 are as under:

Sr. No. Name of Director / KMP and Designation Remuneration of Director/KMP/for FY 2022 (Rs. In Lakhs) % Increase / Decrease in Remuneration in FY 2022** Ratio of Remuneration of each Whole - Time Director to Median Remuneration of Employees
1. Mr. Ajay G. Piramal* (Chairman) - N.A. N.A.
2. Dr. (Mrs.) Swati A. Piramal* (Non-Executive Director) - N.A. N.A.
3. Mr. Anand Piramal* (Non-Executive Director) - N.A. N.A.
4. Mr Jairam Sridharan@ (Managing Director) 416.71 N.A. N.A.
5. Mr. Khushru Jijina* - N.A N.A.
Sr. No. Name of Director / KMP and Designation Remuneration of Director/KMP/for FY 2022 (Rs. In Lakhs) % Increase / Decrease in Remuneration in FY 2022** Ratio of Remuneration of each Whole - Time Director to Median Remuneration of Employees
(Non-Executive Director)
6. Mr. Suhail Nathani* (Independent Director) 3.50 N.A. N.A.
7. Mr. Gautam Doshi* (Independent Director) 3.50 N.A. N.A.
8. Mr. Puneet Dalmia# (Independent Director) - N.A. N.A.
9. Mr. Vikash Singhla$ (Chief Financial Officer) - N.A. N.A.
10. Mr. Bipin SinghA (Company Secretary) - N.A. N.A.

Note:

a) Independent Directors are entitled to sitting fees within the limits specified under the Act. Remuneration details for Independent Directors in the above table, is comprised of sitting fees. Details in the corresponding columns are applicable for Managing Director and KMPs.

b) Non-Executive Directors do not receive any sitting fees or any other remuneration.

c) Remuneration details have been provided on the basis of remuneration and sitting fees paid during the period from October 1, 2021 upto March 31, 2022 (i.e. after Reverse Merger)

* Appointed with effect from September 30, 2021 @ Appointed with effect form October 7, 2021

# Appointed as Additional Director (Independent) with effect from March 31, 2022 $ Appointed with effect from March 31, 2022

 

A Appointed with effect from October 1, 2022

** The Board was constituted post Reverse Merger on 30th September 2022 and the Directors were appointed during the FY 2021-22. Thus, the percentage change in remuneration and ratio to median remuneration of employees is not applicable.

2. The median remuneration of employees of the Company during FY 2022 was Rs. 6.74 Lakhs;

3. In the financial year, there was 31% decrease in the median remuneration of employees;

4. There were 2,881 permanent employees on the rolls of the Company as on March 31, 2022;

5. Average percentage increase made in the salaries of employees other than the managerial personnel for the FY 2022 was 5% for KMPs and 1.5% for Employees. As regards, comparison of Managerial Remuneration of FY 2022 over FY 2021, details of the same are given in the above table at Sr. No. 1;

6. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

B. Employee Particluars

Details of employee remuneration as required under provisions of Section 197(12) of the Act read with Rules 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report and will be provided upon request by a Member. Further, having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, this Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection on all working days, during business hours, at the Registered Office of the Company. Any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act, and the Rules made thereunder, the Company has appointed M/s. N L Bhatia & Associates, Practicing Company Secretaries as the Secretarial Auditor of the Company. The Secretarial Audit Report in form no. MR-3 and in compliance with Regulation 24A of Listing Regulations, is annexed as Annexure 4; and forms an integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

CERTIFICATIONS FROM COMPANY SECRETARY IN PRACTICE

A certificate has been received from M/s. N L Bhatia & Associates, Practising Company Secretaries, that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority. The certificate is attached as Annexure 5 to this Report.

The Report on Corporate Governance as stipulated in the Listing Regulations forms part of the Annual Report. The requisite certificate from M/s. N L Bhatia & Associates, Practicing Company Secretaries, confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is annexed hereto as Annexure 6 to this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report as mandated by the RBI Master Direction - Non-Banking Financial Company - Housing Finance Company (Reserve Bank) Directions, 2021 vide Master Directon No. RBI/2020-21/73 DOR.FIN.HFC.CC.No.120/03.10.136/2020- 21 dated February 17, 2021 and pursuant to the Listing Regulations is annexed as ‘Annexure 7?.

RISK MANAGEMENT FRAMEWORK

The Company has a robust Risk Management framework to identify, measure and mitigate business risks and opportunities. This framework seeks to creates transparency, minimize

adverse impact on the business strategy and enhance the Company?s competitive advantage. This risk framework thus helps in managing market, credit and operation risks and quantifies potential impact at a Company level.

Company has a well defined Fraud Risk Management framework and the Fraud Risk Management Committee ('FRMC') comprising of top management representatives oversees the matters related to fraud risk. An independent Operational Risk Management Team (ORM) has created framework and review mechanism to identify, assess, monitor and manage risks through the effective use of detailed framework and processes, internal controls, information technology and fraud monitoring mechanisms under the guidance of the Board approved Operational Risk Management Policy.

Further information on the risk management process of the Company is contained in the Management Discussion & Analysis Report which is annexed as ‘Annexure 7?.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS? RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and systems of compliance which are established and maintained by the Company, audits conducted by the Internal, Statutory and Secretarial Auditors including audit of internal financial controls over financial reporting by the Statutory Auditors and reviews by the Management and the relevant Board Committees, including the Audit and Risk Management Committee, the Board is of the opinion that the Company?s internal financial controls were adequate and effective during FY 2022.

The Directors confirm to the best of their knowledge and ability, that:

a. in the preparation of the annual financial statements for the year ended March 31, 2022, the applicable accounting standards have been followed with no material departures;

b. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2022 and of the profits of the Company for the year ended on that date;

c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Directors have prepared the annual financial statements on a going concern basis;

e. the Directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in Company?s premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has in place a robust policy on prevention of sexual harassment at workplace which is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy and the policy is gender neutral. ICC has its presence at corporate office as well as at site locations.

The Policy is gender neutral. During the year under review, no complaints with allegation of sexual harassment were filed with ICC under the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

EMPLOYEES STOCK OPTION SCHEME (ESOP)/ EMPLOYEE STOCK APPRECIATION

Pursuant to the Resooution plan all the equity shares (including any right to subscribe to, or be allocated such equity shares, including any employee stock options, pre-emptive subscription rights or convertible instruments held by any person) held by the shareholders of e-DHFL or any other person were extinguished and cancelled.

ASSET LIABILITY MANAGEMENT (ALM)

The Company had a total borrowing of Rs. 46,41,581 Lakhs as on March 31, 2022. The Company has a robust Asset Liability Committee (ALCO) and meetings would be as per our ALM policy and it continuously monitors asset-liability mismatches to ensure it as per prescribed RBI/ NHB Guidelines. The Asset Liability Management (ALM) position of the Compnay is based on the maturity buckets as per the guidelines issued by RBI/ NHB. The Company also assesses behaviouralised maturity pattern of its assets and liabilities and maintains adequate liquidity for its business.

CREDIT RATING

Below are the rating assigned by Credit Rating Agencies as at March 31, 2022

Instruments Credit Rating
ICRA CARE CRISIL
Non-Convertible Debentures/Tier II Bond ICRA AA (rating watch with developing implications) CARE AA (CWD)
Instruments Credit Rating
ICRA CARE CRISIL
Long-term Term Loans ICRA AA (rating watch with developing implications) - -
Long Term Bank facilities - CARE AA (CWD) -
Commercial Paper - CARE A1+ CRISIL A1+
Market Linked Debentures ICRA PP-MLD AA (rating watch with developing implications) CARE PP-MLD AA (CWD)
Inter Corporate Deposit - CARE A1+ -

DETAILS ON THE NON-CONVERTIBLE DEBENTURES ISSUED BY THE COMPANY PURSUANT TO THE MASTER DIRECTION - NON-BANKING FINANCIAL COMPANY - HOUSING FINANCE COMPANY (RESERVE BANK DIRECTIONS) 2021

1. The total number of Non-Convertible Debentures which have not been claimed by the Investors or not paid by the Company after the date on which the Non-Convertible Debentures became due for redemption - Nil;

2. The total amount in respect of such debentures remaining unclaimed or unpaid beyond the date referred to in clause (1) as aforesaid - Nil

OTHERS

The Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to issue of sweat equity shares and shares with differential rights as to dividend, voting or otherwise, since there was no such issue of shares;

2. Details of deposits which are not in compliance with the requirements of Chapter V of the Act;

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company?s operations in future.

ACKNOWLEDGEMENTS

We take this opportunity to thank the employees for their dedicated service and contribution to the Company.

We also thank our banks, business associates, members and other stakeholders for their continued support to the Company.

By order of the Board of the Directors
Ajay G. Piramal
Date: 26th May 2022 Chairman
Place: Mumbai (DIN: 00028116)