26 Apr 2017 | Livemint.com

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Sahara Housingfina Corporation Ltd.

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Sahara Housingfina Corporation Ltd. Accounting Policy

CORPORATE GOVERNANCE REPORT

1. CORPORATE GOVERNANCE

Corporate Governance is the interaction of the Management, Members and the Board of Directors to help ensure that all stake holders are protected against managers acting solely in their own best interest. Governance process has to ensure that the societal measures employed by the Company are utilized in a manner that meets with the stakeholders' aspirations and societal expectations. Corporate Governance consists of laws, policies, procedures and, most importantly, practices that ensure the well being of the assets of the Company. Corporate Governance is at its highest levels when Management is acting as if they are long-term investors in the Company. The aim is to align as nearly as possible the interests of individuals, corporations and society.

Sahara Housingfina Corporation Limited is committed to sound corporate governance practice in the way it conducts its business and deals with its stakeholders. The Company believes in working towards building trust with shareholders, employees, customers, suppliers, and other stakeholders based on the principles of good corporate governance, viz., integrity, equity, transparency fairness, disclosure, accountability and commitment to values.

Composition of the Board

On March 31, 2015 the Company's Board of Directors consisted of 5 (five) members, including a woman director, appointed as an Additional Director during the financial year 2014-15. All the Directors of the Company are Non-executive Directors and more than half of them are Independent Directors. The composition of the Board satisfies the requirements of Clause 49(H) A of the Listing Agreement.

All the directors on the Board except the independent directors as on March 31, 2015 are liable to retire by rotation. Of the retiring directors at least one third retires every year and if eligible, qualify for re-appointment. In terms of the Article of Association of the company, the strength of the Board shall not be less than 3 (three) and more than 12 (twelve). The Independent Directors have confirmed that they satisfy the criteria of independence as prescribed under Clause 49 of the Listing Agreement and Companies Act, 2013

INFORMATION SUPPLIED TO THE BOARD

The Board of Directors is presented with detailed notes along with the agenda papers well in advance of the meeting. The Board also reviews compliance reports prepared by the Company regarding all laws applicable to the Company, as well as steps taken to rectify instances of non-compliances, if any.

Important operational matters are brought to the notice of the Board at its meetings held from time to time. Departmental heads attend the Board Meetings in case required to provide inputs and explain any queries pertaining to their respective areas of operations to enable the Board to take informed decisions

DIRECTORS WITH MATERIALLY PECUNIARY OR BUSINESS RELATIONSHIP WITH THE COMPANY

As mandated by Clause 49, the Independent Directors on the Company's Board:

Apart from receiving Director's remuneration, do not have any material pecuniary relationships or transactions with the Company, its promoters, its Directors, its senior management, its subsidiaries and associates which may affect independence of the Director.

Are not related to promoters or persons occupying management positions at the Board level or at one level below the Board.

Have not been an executive of the Company in the immediately preceding three financial years.

Are not partners or executives or were not partners or executives during the preceding three years of the:

o Statutory audit firm or the internal audit firm that is associated with the Company.

o Legal firm(s) and consulting firm(s) that have a material association with the Company.

Are not material suppliers, service providers or customers or lessors or lessees of the Company, which may affect independence of the Director.

Are not substantial shareholders of the Company i.e. do not own two percent or more of the block of voting shares.

Details of transactions of a material nature, if any, with related parties as specified in Accounting Standard (AS) 18 issued by the Institute of Chartered Accountants of India are disclosed in the Notes to the financial statements for the year 2014-15. There has been no transaction of a material nature with any of the related parties which was in conflict with the interests of the Company. There has been no material pecuniary relationship or transaction between the Company and its Directors during the year.

REMUNERATION TO DIRECTORS

Directors do not receive any remuneration except the sitting fees for the meetings of the Board and Committee meetings attended by them. The Company did not advance any loans to any of its directors in the year under review.

COMMITTEE OF THE BOARD AUDIT COMMITTEE:

During the financial year, the Committee meetings were held on May 29, 2014, August 13, 2014, November 13, 2014, and February 13, 2015. The composition of the Committee is as per the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchange.

The Audit Committee Meetings are attended by the Directors, Chief Executive Officer, representatives of the Statutory Auditors and representatives of the Internal Auditors. The departmental heads are invited to the meetings, as and when required. The Company Secretary acts as Secretary of the Audit Committee

Terms of reference

The Audit Committee is empowered, pursuant to its terms of reference, inter alia, to:

Oversee the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

Recommend to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

Approve the payment to statutory auditors for any other services rendered by the statutory auditors.

Review, with the management, the annual financial statements before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report.

b. Changes, if any, in accounting policies and practices and reasons for the same

c. Major accounting entries involving estimates based on the exercise of judgment by management

d. Significant adjustments made in the financial statements arising out of audit findings

e. Compliance with listing and other legal requirements relating to financial statements

f. Qualifications in the draft audit report.

Review, with the management, the quarterly financial statements before submission to the Board for approval.

Review, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board.

Review, with the management, performance of statutory and internal auditors, and monitor auditor's independence and performance and effectiveness of the audit process and adequacy of the internal control systems.

Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

Discuss with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors.

To approve the appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

To consider, suggest, modification and or recommend/ approve, the related party transactions of the Company.

To scrutinise inter- corporate loans and investments.

To consider valuation of assets or undertaking of the Company wherever required.

To evaluate internal financial controls and risk management systems.

To review and formulate the scope, functioning, periodicity, methodology for conducting the internal audit, in consultation with the Internal Auditor and to discuss with the internal auditors any significant findings and follow-up there on.

To have the authority to investigate into any matter as included in its terms of reference or referred to it by the Board and for this purpose the Audit Committee to have power to obtain professional advice from external sources and have full access to information contained in the records of the Company.

' To review the Company's Vigil Mechanism as defined under the Whistle Blower Policy of the Company with regard to the process/procedure prescribed for its employees and directors to raise concerns, in confidence, about possible wrongdoing in financial reporting, accounting, auditing or other related matters.

Any other function as may be stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory authorities from time to time.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board (earlier known as 'Shareholders' / Investor Grievance Committee') is  empowered to oversee redressal of shareholder and investor grievances, and, inter alia, has the authority to approve sub­division / consolidation / issue of duplicate share certificates, transmission of shares and issue & allotment of shares upon exercise of Options, if any, under the Company's Employee Stock Option Schemes.

Composition

The Committee was renamed from "Shareholders'/Investors Grievance Committee" to "Stakeholders' Relationship Committee" and reconstituted by the Board of Directors at its meeting held on May 29, 2014.

The Stakeholders Relationship Committee as on March 31, 2015 comprises of Shri Brijendra Sahay, Independent Director as the Chairman of the Committee, and Smt Anshu Roy Independent Director. Shri Ranoj Dasgupta, Independent Director, who was a member of the Committee during the financial year 2014-15 ceased to be a member of the Committee w.e.f. April 1, 2015 consequent to his resignation as an Independent Director from the Board of Directors of the Company.

Terms of Reference

The terms of reference of the Stakeholders Relationship Committee are as follows:-

¦ To redress the complaints of the shareholders and investors, related to transfer and transmission of securities, non-receipt of annual reports, dividends and other securities related matters.

To review the requests / complaints received by the Registrar and Share Transfer Agent from the Shareholders relating to transfer, transmission, consolidation, replacement of share certificates, issue of duplicate certificates and dematerialisation of securities certificates.

To review the certificates and reports submitted by the Company to the Stock Exchanges under the Listing Agreement/ SEBI Regulations.

To observe the quarterly status of the number of shares in physical as well as dematerialized form.

To review the periodicity and effectiveness of the share transfer process, statutory certifications, depository related issues and activities of the Registrar and Share Transfer Agent.

To monitor and resolve/redress the grievances of Security Holders i.e. Shareholders, Fixed Depositors or Debenture Holders or Commercial Paper Investors or any other Investors of the security/ies issued by the Company.

To recommend measures for overall improvement in the quality of investors services.

Any other function as may be stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory authorities from time to time. Any other function as may be stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory authorities from time to time.

Shri D. J. BAGCHI

CHIEF EXECUTIVE OFFICER & COMPANY SECRETARY SAHARA HOUSINGFINA CORPORATION LTD. 1ST FLOOR, SAHARA INDIA SADAN 2A, SHAKESPEARE SARANI, KOLKATA- 700 071  PH: 033- 2282-9067/ 0811 FAX: 033 - 2282 9271 Email: info.saharahousingfina@gmail.com

DETAILS OF COMPLAINTS/GRIEVANCES DURING 2014-15

The complaints from its shareholders relating to non receipt of share transfer certificates, non receipt of annual report.etc. received during the year were redressed to the satisfaction of the concerned shareholders. As at end of financial year ending March 31, 2015, there were no such pending / unresolved complaints

NOMINATION AND REMUNERATION COMMITTEE Terms of reference

The terms of reference of the Nomination and Remuneration Committee as defined by the Board of Directors of the Company are as follows:-

To recommend the annual remuneration and periodic increments payable to the Executive Director(s) which is required to be further approved by the Board.

To recommend to the Board the appointment/ reappointment of the Executive/Non-Executive Directors, the induction of Board members into various committees.

To formulate criteria for evaluation and evaluate the performance of every director including the Independent Directors.

To devise a policy on Board Diversity of the Company.

> To ensure that the overall remuneration payable to the Directors does not exceed the limits prescribed by the Companies Act and is within the limits approved by the shareholders.

Any other function as may be stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory authorities from time to time.

Composition

The Committee was renamed from "Remuneration Committee" to "Nomination and Remuneration Committee" and reconstituted by the Board of Directors at its meeting held on May 29, 2014 and November 13, 2014 to comply with the requirements of the provisions of the Companies Act, 2013 and revised Listing Agreement which came into effect from October 1, 2014.

As on March 31, 2015, the Committee comprised of three (3) Independent Directors, and one (1) Non-independent, Non­executive Director. The Chairman of the Committee is an Independent Director.

REMUNERATION POLICY

The Company has formulated a Nomination (including Board Diversity), Remuneration and Evaluation policy as per the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement which, inter-alia, lays down the criteria for identifying the persons who are qualified to be appointed as Directors and such persons who may be appointed as Senior Management Personnel of the Company and also lays down the criteria for determining the remuneration of the Directors, Key Managerial Personnel(KMP) and other employees.

The said policy of the Company, inter-alia, provides for the following attributes for appointment and components of remuneration for the Directors, Key Managerial Personnel (KMP) and employees of the Company and the evaluation process:

Appointment criteria, remuneration terms and evaluation of the Non-Executive Director(s)/ Independent Director(s):

The Nomination, Remuneration and Evaluation policy of the Company aims at promoting diversity on the Board and recommends that the Board shall at all times represents an optimum combination of Executive and Non-Executive Directors as well as Independent Directors with at least one woman Director and not less than fifty percent of the Board comprising of Independent Directors. The selection of candidate(s) for the directorship shall be based on factors like educational and professional background, personal achievements, experience, skills, etc. The appointment of Independent Directors shall be made in accordance with the provisions of Companies Act, 2013 and Clause 49(II)(B) of the Listing Agreement.

Independent directors and non-independent non-executive directors may be paid sitting fees (for attending the meetings of the Board and of committees of which they may be members) and commission within regulatory limits. Within the parameters prescribed by law, the payment of sitting fees and commission will be recommended by the NRC and approved by the Board. Overall remuneration (sitting fees and commission) should be reasonable and sufficient to attract, retain and motivate directors aligned to the requirements of the Company (taking into consideration the challenges faced by the Company and its future growth imperatives). Overall remuneration should be reflective of size of the Company, complexity of the sector/ industry/ company's operations and the company's capacity to pay the remuneration. Overall remuneration practices should be consistent with recognised best practices. Quantum of sitting fees may be subject to review on a periodic basis, as required. The aggregate commission payable to all the non-executive directors and independent directors will be recommended by the Nomination and Remuneration Committee to the Board based on company performance, profits, return to investors, shareholder value creation and any other significant qualitative parameters as may be decided by the Board. The Nomination and Remuneration Committee shall recommend to the Board  the quantum of commission for each director based upon the outcome of the evaluation process which is driven by various factors including attendance and time spent in the Board and committee meetings, individual contributions at the meetings and contributions made by directors other than in meetings. In addition to the sitting fees and commission, the Company may pay to any director such fair and reasonable expenditure, as may have been incurred by the director while performing his/her role as a director of the Company. This could include reasonable expenditure incurred by the director for attending Board/ Board committee meetings, general meetings, court convened meetings, meetings with shareholders/ creditors/ management, site visits, induction and training (organised by the company for directors) and in obtaining professional advice from independent advisors in the furtherance of his/ her duties as a director.

Appointment criteria, remuneration terms and evaluation of the Executive Director/Whole Time Director, Senior Management Personnel and other employees:

The Executive Director/ Whole Time Director shall be appointed as per the applicable provisions of Companies Act, 2013 and rules made there under. The proposed appointee shall be assessed against a range of personal attributes and criteria which includes but not limited to qualifications, skills, industry experience, background, etc.

The remuneration payable to the Executive Director/ Whole Time Director shall carry a balance between fixed and incentive pay based on the performance objectives in relation to the operations of the Company. The Compensation payable to Executive Director/Whole Time Director shall be competitive and shall be commensurate to the individual's role, responsibility and experience in relation to performance of business of the Company. The total managerial remuneration payable by the Company to Executive Director/ Whole Time Director shall be within the limits prescribed under the Companies Act, 2013.

The Executive Director/ Whole Time Director shall be evaluated/ re-appointed on the basis of his present performance (financial/ non-financial) and his achievements against various key performance parameters as defined by the Board of Directors of the Company. The performance evaluation of the Executive Director/Whole Time Director shall be carried out by the Nomination and Remuneration Committee, the Independent Directors in a separate meeting, and by the Board of the Company.

The Company shall appoint KMP i.e. Managing Director/Whole Time Director, Chief Executive Officer, Chief Financial Officer, Company Secretary of the Company as per the provisions of Section 203 of the Companies Act, 2013. For the appointment of employees, the criterias such as qualifications, skills, regional and industry experience, background, personal attributes and other qualities required to operate successfully in the respective position and the extent to which the appointee is likely to contribute to the overall effectiveness of the organisation, work constructively with the existing team and enhance the efficiencies of the Company, shall be considered.

The remuneration for the Chief Executive Officer, Chief Financial Officer and Company Secretary at the time of the appointment shall be approved by the Nomination and Remuneration Committee and any subsequent increments shall be approved as per the HR policy of the Company and shall be placed before the Board. The remuneration of the employees shall be determined, considering key factors like;

(i) The remuneration should be reasonable and sufficient to attract, retain and motivate employees and should be in line with the industry practice.

(ii) Relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

(iii) Remuneration shall involve a balance between fixed and incentive pay reflecting short and longterm performance objectives appropriate to the working of the Company and its goals.

The performance of the employees shall be evaluated on annual basis as per Company's and individual employees' performance and contribution to the overall goals / objectives of the Company.

Evaluation Process

In terms of the applicable provisions of the Companies Act, 2013 & Clause 49 of the Listing Agreement, the Nomination and Remuneration Committee has laid down the criteria for evaluation/assessment of the Directors (including the Independent Directors) of the Company and the Board as a whole. The Committee also carried out the evaluation of the performance of each Director of the Company.

In accordance with the provisions of Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a separate meeting of the Independent Directors without the attendance of Non- Independent Directors and the members of the Management was held on February 13, 2015 to, inter-alia, review the performance of the Non-Executive Directors and the Board as a whole. The Independent Directors in the said meeting also assessed the quality, quantity and timelines of flow of information between the Company Management and the Board based on various components viz. relevant and adequate information being provided, circulation of agenda and related notes in advance, regular information/updates, etc. Shri Brijendra Sahay acted as the Lead Independent Director.

Pursuant to the report/feedback on the evaluation as carried out by the Nomination and Remuneration Committee and the Independent Directors in a separate meeting, the Board conducted formal annual evaluation of its own performance, its Committees and the individual directors in its meeting held on May 29, 2015. Based on the said evaluation, the Nomination  and Remuneration Committee made recommendations for the appointment/ re-appointment of the Directors.

Criteria for evaluation of Board and its Committees

The evaluation of the Board and its committees were based on the criteria, inter-alia, covering various assessment parameters like structure and composition, frequency & duration of meetings, its processes and procedures, effectiveness of the Board/ committees, its financial reporting process including internal controls, review of compliances under various regulations, adequate discharge of responsibilities entrusted under various regulations and/ or terms of reference of the Committees etc.

Criteria for evaluation of Individual Directors

The criteria for evaluation of performance of the individual Directors included various parameters viz. attendance & participation during the meetings, their active contribution & independent judgment, cohesiveness, discussions/ deliberations on important matters, understanding of the Company, etc.

Details of remuneration including commission and other payments to the Directors

Directors - Executive

Presently, all the Directors on the Board are non-executive Directors

Directors - Non-executive

Presently, the non-executive Directors in the Company are only paid sitting fee of Rs. 10000 each for attending the Board and Audit Committee meetings of the Company. The total amounts of sitting fee paid to the Directors have been disclosed elsewhere in the report.

RISK MANAGEMENT COMMITTEE

In terms of Clause 49 of the Listing Agreement, the Company constituted a Risk Management Committee on July 24, 2014. The terms of reference of the Risk Management Committee includes the following:

To review and monitor the Risk Management Policies and Procedures;

To ensure that the Credit Exposure of the Company to any single/group borrowers does not exceed, the internally set limits and the prescribed exposure ceilings by the Regulator;

To review the Risk Monitoring System;

To review and verify adherence to various risk parameters set-up for various operations/Functions;

To undertake such other function as may be mandated by the Board or stipulated by the Companies Act, 2013, SEBI, Stock Exchanges or any other regulatory authorities from time to time.

DISCLOSURES

i. Materially significant related party transactions

There were no materially significant related party transactions i.e. transactions of material nature, with its promoters, directors or senior management or their relatives etc. that may have potential conflict with the interest of Company at large. Transactions with related parties during the financial year were mainly in the ordinary course of business on arm's length basis and as per the requirements of Accounting Standard 18 are disclosed at Note No. 34 of the Notes forming part of the Accounts in the Annual Report annexed herewith.

The Company has in place a Board approved Related Party Transaction Policy which defines the materiality of related party transactions and lays down the procedures of dealing with Related Party Transactions. The Related Party Transaction Policy has been uploaded on the Company's website and is available at URL: <http://www.saharahousingfina.com/>annualreport/related-party-transaction-policy.pdf

ii. Details of non-compliance by the company, penalties, and strictures imposed on the company by stock exchange or sebi or any statutory authority, on any matter related to capital markets, during the last three years.

The Company has complied with all the requirements of the Stock Exchanges, SEBI and other statutory authorities on all matters relating to capital markets. No penalties or strictures have been imposed on the Company by the Stock Exchange(s), SEBI or other statutory authorities relating to the above during the last three years.

iii. Whistle Blower policy

The Company has adopted a Whistle Blower Policy, which aims to provide a mechanism to the employees and directors of the Company to report to the management instances of unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. This mechanism also provides for adequate safeguards against victimization of employees who avail the mechanism and provides for direct access to the Chairperson of the Audit Committee in exceptional cases. There were no instances of reporting under the Whistle Blower Policy. No personnel has been denied access to the Chairman of the Audit Committee.

The Related Party Transaction Policy has been uploaded on the Company's website and is available at URL: <http://www.saharahousingfina.com/wbp.html>

iv. Details of compliance and adoption of non -mandatory requirements

During the financial year 2014-15, the Company has complied with all mandatory requirements of Clause 49 of the Listing agreement with the Stock Exchanges and compliance with the non-mandatory requirements of this Clause has been detailed hereunder:

1. The Board

The Chairman of the Board is elected at the respective Board Meetings among the Directors present. The Company has no executive directors on its Board.

2. Shareholder's Rights

The quarterly, half-yearly and annual financial results of the Company are published in leading newspapers and are communicated to the Stock Exchanges, as per the provisions of the Listing Agreement and uploaded on the Company's website.

3. Audit Qualification

During the year under review, there was no audit qualification in the Auditors' Report on the Company's financial statements.

4. Separate posts of Chairman and CEO

The Company has appointed a separate person as Chief Executive Officer of the Company.

5. Reporting of Internal Auditor

The Company has an adequate internal audit system in place whereby the Internal Audit is conducted by the Internal Auditor and reports are submitted on a periodic basis. The audit function maintains its independence and objectivity while carrying out its assignments.

Other Disclosures

1. Reconciliation of share capital audit

A qualified practicing Company Secretary carries out the audit of the Company on quarterly basis to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services India Limited (CDSL) and the total issued and listed capital. The report of such audit is submitted to the Stock Exchange periodically.

2. Familiarisation Programme

fn accordance with the requirements of Clause 49 of the Listing Agreement with the Stock Exchanges and the provisions of Companies Act 2013, the Company familiarizes the Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, its business operations and model etc. The familiarization programme of the Company is uploaded on the Company's website and is available at URL: www.saharahousingfina.com/id.html

3. Code of Conduct for Prevention of Insider Trading Practices

In compliance with the SEBI regulation on prevention of insider trading, the Company has in place a comprehensive Code of Conduct for its Directors and Senior Management Officers. The Code contains guidelines which advise them on procedures to be followed, disclosures to be made, closure of Trading Window and cautioning them of the consequences of violation of the Code.The Company Secretary has been appointed as the Compliance Officer and is responsible for adherence to the Code. This Code has been uploaded on the Company's website and is available at URL:<http://www.saharahousingfina.com/itc.html>

4. Code of conduct for the Board of Directors & Senior Management Personnel

In compliance with the Clause 49 (II) (E) of the Listing

Agreement with the Stock Exchanges, the Board of Directors of the Company has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company.

The Code of Conduct and Ethics relating to matters concerning Board members and Senior Management Officers and their duties and responsibilities has been meticulously followed. All Directors and Senior Management Officers have affirmed compliance of the provisions of the Code during the year 2014-15. A declaration to this effect signed by the CEO is attached to this report. The Code of Conduct is posted on the Company's website www.saharahousingfina.com

5. CEO/CFO Certification

The Chief Executive Officer (CEO) and Chief Financial Officer (CFO) have furnished certificate to the Board as contemplated in Clause 49 of the Listing Agreement and same is reviewed by the Audit Committee and was placed before the Board of Directors of the Company.

6. Secretarial Audit for Financial Year 2014-15

Shri P.V.Subramanian, Practicing Company Secretary, Kolkata, was appointed as a Secretarial Auditor to conduct Secretarial Audit of the Company for the financial year ended March 31, 2015, as per the provisions of Companies Act, 2013. The Secretarial Audit Report addressed to the Board of Directors of the Company forms part of this Annual Report.

7. Auditors Certificate on Corporate Governance

The Statutory Auditor, M/s. Chaturvedi & Co. Chartered Accountants, New Delhi, has certified that the Company has complied with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement which forms part of this Annual Report.

SHAREHOLDERS' INFORMATION

I. Communication to shareholders

The Company interacts with shareholders through multiple channels of communication such as results announcement, annual report, media releases, Company's website etc. As required under clause 41 of the Listing Agreement, the quarterly / annual financial results are published in widely circulated national English newspaper and in a vernacular newspaper.

II. Electronic filing of compliances on BSE

As per Clause 52 of the Listing Agreement certain corporate information such as the quarterly, half-yearly and annual results, annual report and the shareholding pattern of the Company are also filed on BSE Listing Centre at listing.bseindia.com developed by BSE Limited.

III. SEBI Complaints Redressal System (SCORES)

The Company is registered with SEBI Complaints Redress System (SCORES). Under SCORES the investor complaints are processed in a centralised web based complaints redressal system. The salient features of this system are: Centralised database of all complaints, online upload of Action Taken Reports (ATR) by the concerned companies and online viewing by investors of actions taken on the complaint and its current status.

IV. Shares held in Electronic Form

Members holding shares in electronic form may please note that instructions regarding change of address, bank details, nomination, email address and power of attorney should be given directly to the Depository Participant.

V. Shares held in Physical Form

Shareholders holding shares in physical form may please note that instructions regarding change of address, bank details, nomination, email address and power of attorney should be given to the Company's RTAviz. Link Intime India Private Limited.

VI. Service of documents through electronic mode

Members who are desirous of receiving the notice and other documents through email, may kindly intimate their respective email address to the Company's Registrar and Share Transfer Agent, Link Intime India Private Limited or may send an email from their respective email id to info.saharahousingfina@gmail.com, with a subject "Registration of email id".

iii. GENERAL INFORMATION ABOUT THE COMPANY

Financial Year : April 01 - March 31

Financial Reporting Calendar: 2015-16 (Tentative)

• First Quarter Results July/Aug 15, 2015

• Second Quarter Results Oct/Nov 15, 2015

• Third Quarter Results Jan/Feb 15, 2015

• Annual Results May, 2015

Listing on Stock Exchanges

Bombay Stock Exchange Limited (BSE). Phiroze Jeejebhoy Towers Dalai Street, Fort, Mumbai- 400 001

[Annual Listing Fees for the year 2015-16 have been paid]

Stock Code at BSE : 511533

ISIN (Equity Shares) of the Company : INE- 135C01012

ISIN (NCDs) of the Company : INE- 135C08025

Corporate Identification No. (CIN) : L18100WB1991PLC099782

Website of the Company : www.saharahousingfina.com

Registered & Corporate Office

Sahara India Sadan 2A, Shakespeare Sarani, Kolkata- 700 071 Ph: 033-2282 9067/0811, Fax: 033-2282 4910 24th Annual general meeting September 28 2015; Monday; Time: 11.00 A.M

Venue : Registered & Corporate Office address as above

Book Closure Dates : Monday, September 22, 2015 to Monday, September 28, 2015 (both days inclusive

XII. SHARE TRANSFER SYSTEM

All the applications regarding physical transfer, transmission, splitting of share certificates, dematerialization and rematerialization are processed by the Registrar and Share Transfer Agents, and the same are approved by Stakeholders Relationship Committee periodically.

The transfers are normally processed and Share Certificates are returned after necessary processing within the time stipulated under the Listing Agreement. The Company obtains from a Company Secretary in practice certificate of compliance with the share transfer formalities as required under Clause 47 (c)  of the Listing Agreement and files a copy of the same on half yearly basis with the Stock Exchanges.

XVI.DEMATERIALIZATION OF SHARES AND LIQUIDITY

The Shares of the Company are compulsorily traded in dematerialized form and are available for trading under both the depository system in India - NSDL (National Securities Depositories Limited) and CDSL (Central Depository Services India Limited). As on 31st March, 2015 a total of 67,86,409 shares of the Company, which forms 96.95% of the total shares, stand dematerialized. The processing activities with respect to the requests received for dematerialization are completed within 15 days (maximum) from the date of receipt of the request

XVIII. ADDRESS FOR CORRESPONDENCE

Registrar and Share Transfer Agents

Link Intime India Private Limited 59C, Chowringhee Road, 3rd Floor, Kolkata- 700 020 Ph: 033-2289-0540 Tele fax: 033- 2289-0539 E-mail: kolkata@linkintime.co.in

Contact Person: Shri S.P.Guha

Sahara Housingfina Corporation Limited (Secretarial Department)

Shri D.J.Bagchi Compliance Officer & Company Secretary Sahara India Sadan 2A, Shakespeare Sarani, Kolkata- 700 071 Ph: 033- 2282-9067/0811 Fax: 0 3 3 - 2 2 8 2 4910 e-mail: info.saharahousingfina@gmail.com

Shri Vinay Kumar Mishra

Manager- Secretarial Sahara India Sadan 2A, Shakespeare Sarani, Kolkata- 700 071 Ph: 033- 2282-9067/0811 Fax: 0 3 3 - 2 2 8 2 4910 e-mail: info.saharahousingfina@gmail.com vinayvinmishra@gmail.com

OTHER USEFUL INFORMATION FOR STAKEHOLDERS

i. Subsidiary Companies

As at March 31, 2015, the Company does not have any Subsidiary Company.

ii. Updation of address, etc. and Nomination Facility

Members holding shares in electronic form may please note that instructions regarding change of address, bank details, nomination, email address and power of attorney should be given directly to the Depository Participant. Members holding shares in physical form may please note that instructions regarding change of address, bank details, nomination, email address and power of attorney should be given to the Company's RTAviz. Link Intime India Private Limited.

The Nomination Form can also be downloaded from the URL:http://www.saharahousingfina.com/nominationform.pdf Shareholders holding shares in electronic mode should address all their correspondence through their respective Depository Participants