BSE (formerly Bombay Stock Exchange) | Live Stock Market … · 2018. 12. 5. · HDFC Credila...

including the date of realization ofthe application money upto

one day prior to the Deemed Date of Allotment. Such interestshall be payable by the issuer within 7 (Seven) working daysfrom the Deemed Date of Allotment.

Default Interest Rate In the event of a payment default ofthe amounts due under thislssue, the tssuer shall pay an additional ?Yo (Two Percent) per

annum over and above the applicable Coupon Rate on theoutstanding principal amount of the Debentures, calculatedfrom the date of the occulrence of the default until theDebentures are redeemed pursuant to such default, asapplicable.

Delay Penalty ln the case ofa delay in the execution ofDebenture Trust Deed,the lssuer shall refund the subscription with the agreed rate ofinterest or shall pay penalty interest of 2%o (Two Percent) perannum over the and above the applicable Coupon Rate untilsuch time the conditions have been complied with at the option

ofthe Investor.

Tenor 2 Years

Redemption Date November 20. 2020

Redemption Amount < 10,00,000i- (Rupees Ten Lakhs Only) per Debenture on theRedemption Date plus accrued coupon ifany.

Redemption Premium/ Discount N.A.

Issue Price { 10,00,000/- (Rupees Ten Lakhs Only) per Debenture

Issue of the Debentures The lssuer shall issue the Debenture / Letters of Allotment indematerialized form within 2 (Two) Business days from theDeemed Date of Allotment

Discount at which securitY isissued and the effective yield asa result of such discount

N.A,

Put Date N,A.

Put Price N.A.

Call Date N.A.

Call Price N,A.

Put Notification Time N.A.

Call Notification Time N.A.

Face Value ( 10,00,000 i- (Rupees Ten Lakhs Only) per DebentureMinimum Application size l0 Debentures and in multiples of I Debentures thereafter

Issue Tirring Bidding / Issue Opens on: November 19. 2018 at l0:00 AMBidding / lssue Closing on: November 19,2018 at ll:00 AMPay-in Date to the Exchange: November 20, 201 8 upto l0:30AMPay-out Date to the Issuer: November 20, 20 | 8

Deemed Date of Allotment: November 20' ?0-18 \-Manner of Brdding Close Book Bidding ,2.+"9{ScN,Mode of Allotment Unilorm Yield ' .'rt VC.\

wd5

Demat onlyIssuance mode of the lnstrument

Trading mode of the Instrument

RTCS / Online Transfer

Vtru* u duy (other than a Sunday or a Bank holiday) on whichbanks are open for general business in Mumbai'

Ifthe due date for any Coupon falls on a Sunday or a day which

is a bank holiday in Mumbai, then the immediately succeeding

Business Day shall be the due date for such payment'

lf any other due date for all other monies payable under thisDeed falls on a Sunday or a day which is a bank holiday in

Mumbai then the immediately preceding Business Day shall be

the due date for such PaYment.

Business Day Convention

The date which will be used for determining the DebentureHolders who shall be entitled to receive the amounts due on any

Due Date, which shall be the date falling l5 (fifteen) calendardays prior to any Coupon Payment Date'

throughout the tenure of the D"Ell,*l

pari passu charge with other existing lenders on th-e.loanreceivables of the Company's underlying portfolio of loanshaving minimum asset cover of 1.05 times of the principaloutst;ding and interest accrued but not paid. to be maintained

lnformation MemorandumRating LettersRating RationalTrustee ConsentApplication FormDebenture Trustee Agreement

Debenture Trust DeedDeed of Hypothecation

Transaction Documents

This transaction is subject to standard conditions precedent'including submission oithis Disclosure Document/lnformationMemorandum to the BSE prior to listing

Conditions Precedent toDisbursement

This transaction is subiect to standard conditions subsequent'

including submission oithis Disclosure Document/lnformationMemora-ndrm to the ROC and to SEBI and listing of theDebentures, within the stipulated statutory time-frames

Conditions Subsequent toDisbursement

As per Debenture Trust DeedEvents of Default

Provisions related to CrossDefault Clause

As per Debenture Trust DeedRole and ResPonsibilities ofDebenture Trustee

The Debentures and documentation will beconstrued in accordance with the laws ofsubmit to the exclusivejurisdiction ofthe

Goveming Law

Settlement mode of thelnstrument

HDFC Credila Financial Senices Priv.te Limired[t dlf k dn 6 crulib Fnunciat tunires priyote r.ini1el)Financial statementstogether with theIndependent Auditors' Reportfor the year ended 31 March 2018

HDFC Credila Financial Services private LimitedItrutL krcnr LLleJttr Fntan.nt e?^@\ pnldk turL )tFinrtrcial naiements togeth.r $irh the tndependent Auditors. Relorttlt th? ) lrt PddL-J I t ]\torch 2at 5

IndependenrAudiro Repon

sraremenr of pmti an d tos

Nores ro rhe fir. ncia I narmenh

BSR&Co. LLP

Irdepetrdent Auditors, Report

To tle Members ofHDfC Credila Financial Services private Lrmited

R.Doron theluditof rherurn.irr n,hh.ns

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Independ€nt Audilo6' Rep orr Gontihued)HDFC Credila Financia! Se.vices private Limited(lo/kerl! knoth a' Crcdilo Fihmcht S.:jiks pn\nt. L ited)Audiior\ Esp.Ds,btuty ac,d,!sd)An aMir inrclv.s pafomins pm.edlB b obrain audi *idscc ahd'.. o-v'6 m b. fne.j'.sBdmr €d depmo o he ,Ldiro, ..uogr..dre b roud o' "m. i m,{'g ro*.' \ d{{m-L. tr-,uo,b, orde^ m,enit rrdcrtview in odcr ro dsign audn pmcd@s rhsl .a oppopn e in rhe circumn;G. An iudn abo:nJudes evd luatr ng r- dppirnidene .o. r.e o. nApotic.B..cd.nd,terao {btme_ orrhe do hrr.nr. 1D,ftroa.4 qel,.e\,trtr.grh.om]tPeonhiion o I di e financiat nlrhmb.We are lho EpoNiblc ro conctude on rh. ,,ppopnah.s ot man.gemsfs ule ot rhe Boiigotreh b6is or aootr i.s and. be.d otr &. $dn euderc. obhio.d, lhdhei a oliqniDncdanty sis6 rclar.d b eva6 d conddors rhd msy cas significd doubr on dr. compey\abiliry b conrinr r. a soins con.ft. tt we onctude fiar , n&nd uncdbrnry snE, ;.;eEquiEd ro draw anaion in d. audnots repon .o rhe retared dn.losurE ii rh. fiDancialr emrl o'.ir.rhd,lcto .'e.dhroeqj,e.rcmod.f) d.op.n.oi Or.on s.on.drb!!edo. rht 4d e\ d€re obB neJ up b b. o4€ oI u e 3udro,., cpon ok\ej, nrr e\. L o,.ond

'ons may cauk e Comp6ny ro .e& ro conrinoe as . soins coi.m.

webcliove th theludn*idsewehaveobrlrncdi!suficidraidapplod.bprovideab6isfor ou sudn opiDion on rhc tinanciat shhenb.

Inou_op:nionond oficb. rorou.nrortro,, J!.jmrc,ofiee\pd1,,o,6 gr.en,ou\ dsafo'6did lnr.iJ .brmfrL g\efte,nbmr on tq,ift oird 8rvc . 'r. md-f q - r onron jN w dr rhe a .6u Lns oriroo l so.E. y dr'fd.d ,nrd'a.or'\.rB.cofr,I'iaoi.n.comp.lv6-' 1t vdreo20t3rdi\ptufi..nd'[email protected];ns..

A(m o) : dhv I'o bc,e' tr, oc fi L,e ". r ved sd{ l. vd^. .2. anore s.diro, v -o Ro(..{ dn rfl-od ri.d op n o orhoY tiocnrnakmbK d,d i a6 )nDR!po( oi Orh!. t4!l rDd Rcgut.iry nequtrem{t:A: e{urcd rhe, onpmG'An,.\R.pon,o,d..tuto,.u.cidr.,, j.$edol.hcc-,,t{ ormmen' of Indh I hm or.jF-e.ro1,t , of anon lal o. de a.,. "r F,e , oc

Ar Eqnircd by Seion 143 (l) oi$e Ad. *e repM rha.r d ob ii,.d d,ti. dom. on

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Indepe[dent Auditorh Repon (Conthued)

HDFC Credila Financial Services Private Limited(lomol] kiaen ot Credila Fimrcirl s?nie4 Pnwte Linited)

bry R.quftnmt l.,dt!"/)(b) id our opinion, pmper hooks of a@Dnl N rcq uird by law h.!e bea kepr hy dre Compmy

so fr m ir .pp€,E nlm ou sminarion of Uiose book.l(c) n\e 6alan.e shct rhc dahenr olpaft a.d 10$ od fie csh fiow seh6r d6h wirh by

dt R.pon arc in asEmar wiln &. b6ks ofreouli(d) h our opiriotr, de iloBaid fimnci,l ! m66 6nply wilh rhe A@unlins sbndlrds

sp@ificd undd Sdio. 113 ol rhe Ad:(e) o, the b*is of d. wirm rcF.

201 3 raka on rc@rd by $e B6d of Dnecrore, ioie of dr. DiccbB arc disqualii.d son r r M.nr, 2013 ref biing rypoin.ed as a Di@ror in renns or sedon 16.1 (2) o. dr

(f) Pi$ Bper b me sdeqmcy of rh. iihal fmocial on1rc1s ovs fnmci,l rcp.nin3 ordre Compuy and dr operarins efiecrivene$ oi such onhh, rcfd ro our leai.G Repdn

(g) *!h cpe o UE orher na(es ro b€ included itr rhe Audiror's R.pon in acodlne wirhRure 11 ord,e comeania (A$ir bd

^udibE) Rur6,r0rl,in Moeinionmd b ln. b.$

of ou infoEdion sd a@oding ro the dplmdio.s givm io us:i. rhc C.mpmy ha disclos.d die lmpad of pcndins lirisnrions on ns fmrci,l

pNnion in i6 finmcial sehe6 - Reler Nor. 32 ro dre finanoill sEremen6iii. the Compoy did nor havc any lon8rem .onrads including duivarirc @nrra6

lor whi.h therc vft any ftdTial foHeable loss R.ld Nor. 27 s ro rh.

i.h aft r.quind ro br Eanslered ro rhe In!6rorEducdion md Prorcrion rund by rh. CmpoI aid

iv. fte disdosE in rhe financi:i sh(m s rgarding holdings 6 *cn s d.llirgsin spccifi.d hmk nor6 duntrg $c p6iod frm 3 NoEmbe 20r 6 b 30 Dcmber2016 h!v. ,or b.a m:d. since rhey do nor p@in ro rhc fiiancial yar md.d 3 IM.rh 2018. Howver amouns as appsring in rhe audired fi.lncial shlemos lorrhe psiod ended 3 r Mdch 201 7 have bd disctosd

HDFC Credila Financial Ser,ices LimitedA hnerly lnotr as ckdita Firdneat !rn,i.!. p, . le Li r A)

Anne\ure 4 ro the lndepend.,r {udnor\ Report - 3l March 2018(Refered to in our rcporr ofevcn dare)3 ft. cmony ha md sned o,oper,@,!Js sho,,n31D odntru6 n!.-dn3

qu!ntrhtr!e d(@il..rd sitod'on oI fi red,(dsb. fte' orpdyhd s \" tJ Drc&dhme orp\\crtrr

( onodlt ed f.Itu'c of...3\ cr\. \o n d enatdj.crp:nc.$ wm rctr*d on3u(tr teh[\atron

.. Ac.o'd ng '1.

tr rorur on rnd e\rt!, ,o, s1. ro L. dlo on dr. osJ or oxia' o\obte pnp.ny d.n1g rhe. e . r .. jd.nst.. p"mgai. i n.r o t e o,aer,:

lheformn F d Non.Brhn l-rd , e ( or pe) oBt c, ses-o 1r\ebln..\ofkndns {rodmgDbc ftffL norrprrsbk

'o de co,ir nj.

3x lo*. . .rcd o mreu o , .p" ".. ra' .,. "d L a6itq p"tu."i,p.

"o'hn pdie !s*d ir h.'.gr..1 m .hu ed uld.q ssron t3q o. d- A!r. Ac.od : g ).pdmgmp5r. )orI eorder..ior rop j. Bb.h $eCorp&].r'v) A.ro'o'trs'o'h..nfom d'o) lnd *p r3i.on. &\en,o ., bc.odyhsns.nader\ehe".o.prcvided gr&hr6"ndft sdrio-."(;d 36of rie ad

a.comngr), p:mgrrph r(j\),/ 'heodniq nor

rDD na6hl!) A.ordiis,o hcmromd on rnderptlnrion,!\enb r,

,n) deposts tiom Li. elbtn ro qhjch Ll,e Lro.n6 Br.dand U'e provisioN ofSsion 73 ro senjon 76 oruv od,and rhe rulB framed rh6e und6 appty.

.rjj 'Ine cmhtr o.mncnr ta ro. pc"ro@ fte m.nhane or or lMd uodd _bf. 0n l' d "etun .43

of d e a.r ro, r ) of de rfl it6,.ndftd ov $e.omprnrAeodnsr) prmsnph nvi) orAeode ! ro, apptsbtc

-smmdb d ne Fmd orr e (o. pd_y. 3n ouL ded(Ed .-.tu.d.n,he mok! or!

^ d jc. n.t,d.ng pto!,ofl hnd. _Dto)ft..{, e

-htuo) dls hN! Een.aD. be.. ^,Ldrv doo.ired u) ". c",p.^ "+ "ispDtumde,uhon 6 A sDl ned,o u. .,. ^ ,npsn\ J.d, o, r,rr ) j,6o" "...,,,o na b\ d') ott6bfr. !. uc, L jo b\ r,dour or c^cj

HDFC Crediia Financial Ser,,ices Limited(rohe.tt tao\|n as cr,ata Fhan.iat s ryie\ pr^rte Linild)

Ann€rure A to th€ Independent Auditor,s Reporr - 31 March 2018

hL o' derirt ft n' .'.prym6r or lo4 s o mrN jlg. b rn;..,t tr.tr o., ;qcov.ho.nr or debemr h6ld4

.,ri rn o.r.ond srd,(od,s,o,h.,nf ,m-rion ro qp., janont s,.eh,o r . d ! mo, -_p.tr. ro u 5..h. ver an.d. T1r, rpr. h! , o. h..ed;) mo,.. h. ,:) o ,r.i!.p

'bl'. ole o' funh6 puo.. onei .m.

"d, g d.b, i".,.*" r ,d;noL$;;,.

(x) During rne cou6e of ou .xa'nindion oi lne b.oks and reords ofth. Compmyj cmiedoxr in aeddma wil].l fie !enem11y r.4pred audjrins pBclias in Indb, and s;;ijins ro.he elp dr on md inlor $ or g,en

'o u.. no nr(n,. ftLd Dv.he coi p!n) -drom-'-tr i* d on'l..orpr\ r .b it!.- or.rp.oq! h. hen ro. .i o, repo. ed

^ir aco!ngro der'ond onlnderp. 3,o.. ^\e rorn ieo'dur' *,r

'h( c,l j ir|pra,!t. muor.ed b! u - Nq\ons;rr. .o- to- eld

h ou. ootr.on rd 3qo'o.ng 'o

dre.nrorndbn ondetp d i.01\e..n.!. . he( ojnpr).. io' 3' dt.o1,pu ) A(wd,-s \ pqj'sr€p 1,ii,d beomei . r..pi.rc "(xiii) Aeordins b dc iilomarion s exptindions eiven ro us and on de basis or ourcompl rlesh G. or I rnr t33 oj't. A rf q. appt,c,bterd bedd., .^e Frdi.rced n,re fi14n tlrm-. .",. utr.rbv.\clpp.,cJoted-outr, g.ruod&.

(xiv) According ro rhe mfonnorioD and *pla.dtons svenrous ndbscdon our.xsninlrionolde IMds ol$e compmn &e comprny ha nor made any pEtecmiatdohen( o,pnvde p](snfir dt sh .s or tu y or panly convdibte d€i;turcs dunng de year.A.cordlnsly, paragBph l(xiv) ofrhe ordd s ior app1iq6l.

(r.) A.ojdi.! ro \e., oaal-n.n" e.pr.rd.o'.. dr\fl ro,.. d N..d "n olj ek- rs ontr,,.ruon "'hd,qb.dtrso, .o-crit ^,r -. A\.od.ndt) oesriptii,\.\lof dre Ord{ is ior rpplic.ble

. tqu.'d 'o b€ Fs!.e unde s or altA o. Jr p. .1. Bant o_Ind;A.. ioj4lnd h-ob3i1ed.cn,tc,eor?c,,a..ooda,.dqvdr/o -

Finn,Peg\ d on No. r0 r4rtr N-t000:2

HDFC Credila Financial Services LimitedItqwt t@r a 6 crcttitl rharnrt s.tr a P.ltt t.h)r,a)

Annexure B to the Indeperd.nt Audinrr's Rcport(Rereftd to ii our rpon or even daE)

R.pon on th. I ntrnrl Finmci,l Contor u nder Clru$ {i) of Sub{ection 3 or Smdonlal or me compsniE A.r, 20lr Co'e ad')

rhe inEm, 6na"ra1 o' trols :vq finarcial Epditrg or HDFC cEdilaFinan.i.l Sdies hivaE Limn.d (fo o:?n, i.,ow ns crelilo Finarckl Snied Pdak Lhrldt)('the compmy) s or 3l Md.h 2013 in .onjunclon vilh N audn ot rh. lin6.iaL

Mrnrg.m. \ isponsibi[q ror intmil fin.n.irl .onkoltlhc Compmyt meagdeor is tulinsible for Bebi$hing a.d uinraining intm.l fdmcial

comiderins rhe Ernlbl conp.nem ol irm.l ornk na.d ii r]1. cuidse NoE on Audir ofIricmal flnoncial Codmls over Financial Raonins issu.d by rhe lisNtc of chaner.dAccounranb ol India ( lcAI'). ]l)ee espoislbdnis i.dude the desiln, inplmcillrion mdn.ineian.e of !d.!ue irkmal Iinsncial conhols tha( {* oprating .ileNlly for ensuringrhe ord.ly md .6icH( co.dud of it businss, including adhdencc ro comp..y: policics, desafeglad,ng of is 6seb. rhe pEvmri 'tr d I lledion ol fFud. and crcm. rhe accuncy ad

infomdion,sEqunedunddln.Con .ui6A r,2013.

Our respmsibilily is ro .rp6s an oDinion .i .h. Con+myt idemal fmzrcial coDhk oqfin.nciil reponing ba€d on our oudir we cord!@d ou audir in afunlmcc wirh rhe OuidoccNore on Audft of In @mal Finmcial Co"tol: e q Fiimcbl R.ponins (dE 'cuidatre Nore ) udfie shnduns otr Atrdiritrg, issued by ICA I and dem.d ro be p6.nbed undd ssrion I a3( l0)

.xreni apdiqble roconhk, bod .pplieble ro an audn of Inremll FirolcDl Contuls a4 bod nsu.d by rhclnniNG ol chaneEd Acounrft rl India. Those sbrdards dd rhc ctrwe omply wi6 .1hi6l r.quilmals dd phn and p.rfom lhc ludir ro obbin rcaonabl.ssuEnce about whdhE rdequde rremal fin?rcial /dnbols dver linocial ripor.ii3 vassbblished .nd r.inbinod and if su.h @ijols opc:red rfred,vely in ,u md.rial 6psbou audn involvd p.rfomins pftedures ro ohain rudit *idme abour 0re adeilu!.y or rh.intmal fuacDl co.hh sysrem ov* finan&l qoning and $en op€rating clr.divh6s. Our,udn of ii.m al inancial conrtuls or ns 3i uidenlmdins olin(mal fmucial connols over iinancial reponins, As65ing rhs risk rh i ndqialwok 6s.xists, 3id le$ins od.vdD{iig rh. d.,igi anri .r|.ni:ng .fte.v.nds ol inleml .onhl bmedon lne asesed nsk. Ite pmedurcs ,elEred d.pad on fie auditors jdsnen( includi.g thessdsnetrl 0f rlr sks of mrsiel n,iss6(nor of hc finanoi,l sbhenb. whdher du.10

bGis for our audir opiniotr onwe dave.:rlain€d is sufiicienr rnd uppmpri e to pmvide lth: coirrnrr lnr:mal finocial co.mls sysm o!*

r

HDFC Credila Financial Sewices Limited

Anrexur€ - B to thc Independeni Auditorrs Report (Crnritrred.)

Mc,ning ol in..mrl limrcid onnols or.r finln.iil Eponirg

A omp ys inrmal finan lal conhl ovs finlncial Eponitrs n a pocs d6igned ro povid.Easonrble a$unle rcganins 6e dilbiliry ol findcial reponhs and rh. prQ@rion dffinin.ial suamoE lor .xlnol PuQoses in accorn n.e wirh senmllv @eled acounlingprincipl6 A conprnys inlmal fnancial.onro! ovd fu6.i!l rcponing includ6 dos.policiesand prc*du.s dd ( 1) pdiin b rhc Dainrcmne of Eolns 6d, ii r.AonabL de6il, ,..msr.lvand ianly rcilecr d. his ions and dhposnions ol rhe rsds df de omp3nvi (2) ptovldc

s aE Konred as nd.sry ro pemir P(P'frioi of finai.ial(demoE in scor&nce wid gcneBlly acceltd &.@nring pnnciplE, and thd rceips andexpddirures ot 6e compdy arc beng nrde mly in !@danc. *irh aurhodsations ofnoasmenl and dneb6 of lne compaiyi and (l) pmvide Msonable asume rcg$dingpr.vdrion or rimely d.ledion of umuddsd &quisiriotr, Ee, or dispNition ofde ompov'sasebrh ould haveamtsi.l efi..!on,he fi nsncial n mms

Beca6cor$. mhemr limiurlons orrteml financhl coihls ovtr fn.nchl rcpon s. includin!

'he po^'b'|,I o co'l..ion o.

' 1pr0p

d.r ro cm' or nsud n a o@' mo d be ddd€. A.'0. PT Etrons r, v N3 ud'on oi ficmemal fmancial conhh ovtr anmcia| rcponing b tuhE pqiods 3r subj.ct to rhe nsk fi $einrenal finalcial co.tol dver fmatcial rcponins ma) b.com. imdeiu.@ b&aNe of ch.iges i!condi.ions, or 6 rhed.sreeolcomPlirn.ewnh&ep.lici6o!Po..durcsmavddmorare.

In our opinion. $. Conpany hd, in all m.tmal rcspsrq an adequaic iiremal fiDdci.l,inancial eponiis and such inrcfr,l r,io,ci.l onmk or{ fiimcial

r.pding were opmrins ef.crivcly a\ !r I I March 2013, ba*d on d. inhal 6nbl osfinai.ial eponing cntni .sablished by de cmpany onsideri.g $e *mrial @mPonabof irbmal conhl sutd itr rhe GuidaDca N t. nsu.d by the ICAI.

Finns RegisrdrionNo, 101243w^rr00022

HDFC Credila Financiat Services private Limned&fuzlr|[email protected]@qdnryIfueL6d)

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B S R & Co. LLP Chartered Accountants

5th Floor, Lodha Excelus, Telephone +91 (22) 4345 5300 Apollo Mills Compound Fax +91 (22) 4345 5399 N. M. Joshi Marg, Mahalaxmi Mumbai - 400 011 lndia

Review report

To the Board of Directors of HDFC Credila Financial Services Private Limited

We have reviewed the accompanying Statement of Unaudited Financial Results of HDFC Credila Financial Services Private Limited flormerly known as Credila Financial Services Private Limited) (the 'Company') for the half year ended 30 September 2018 ('the Statement') attached herewith, being submitted by the Company pursuant to requirements of Regulation 52 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulation, 201 5 ('Listing Regulations').

This Statement is the responsibility of the Company's Management and has been approved by the Board of Directors. Our responsibility is to issue a report on the Statement based on our review.

We conducted our review in accordance with the Standard on Review Engagement (SRE) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity specified under section 143(10) of the Companies Act, 2013. This slandard requires that we plan and perform the review to obtain moderate assurance as to whether the Statement is free of material misstatement. A review is limited primarily to inquiries of company personnel and analytical procedures applied to financial data and thus provides less assurance than an audit. We have not performed an audit and accordingly, we do not express an audit opinion.

Based on our review conducted as above, nothing has come to our attention that causes us to believe that the accompanying Statement prepared in accordance with applicable accounting standards i.e. Ind AS prescribed under Section 133 of the Companies Act, 2013 and other recognised accounting practices and policies has not disclosed the information required to be disclosed in term of Regulation 52 of the Listing Regulations and SEBI Circular dated 10 August 2016 including the manner in which it is to be disclosed, or that it contains any material misstatement.

For B S R & Co. LLP Chartered Accountants

Firm's Registration No: 10 1248WlW-100022

Mumbai 2 November 20 1 8

Akeel Master Partner

Membership No: 046768

B S R & CO (a partnership firm with Registered Office: Registration No. BA612231 converted into 5th Floor, Lodha Excelus B S R & Co. LLP (a Limited Liability, Partnership Apollo Mills Compound with LLP Registration No. AAB-8181) N M. Joshi Marg. Mahalaxmi with effect from October 14. 2013 Mumbai - 400 011. India

HDFC CREDILA FINANCIAL SERVICES PRIVATE LIMITED (formerly known as CREDILA FINANCIAL SERVICES PRIVATE LIMITED)

(CIN: U671 90MH2006PTC159411) Regd. Office: B-301, Citi Point, Andheri-Kurla Road,

Andheri (East), Mumbai 400 059 Tel No: 022-28266636 Website: www.hdfccredila.com Email: [email protected]

Statement of profit and loss for the halfyear ended 30 September 2018

Particulars

(7 in Lakhs)

Reviewed l

Half Year Ended 30 September 2018

I Revenue from operations Interest income Dividend income Fees and commission income Total revenue from operations

I1 Other income

Half Year Ended 30 September 2017

I11 Total income

IV Expenses:

(a) Finance costs (b) Impairment on financial instruments (Expected credit loss) (c) Employee benefits expense (d) Depreciation and amortisation expenses (e) Other expenses

Total expenses

V Profit before tax (111-IV)

V1 Tax expense: (a) Current tax (b) Deferred tax

V11 Profit after tax (V - VI)

V111 Other comprehensive income

IX Total comprehensive income for the period (V11 + VIII)

X Earnings per equity share: (1) Basic (in t ) (2) Diluted (in t )

Face value per share (in T)

, 5th Floor. LoiJ,12 Exr. ' l t

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Reviewed 1

HDFC CREDILA FINANCIAL SERVICES PRIVATE LIMITED (fonnerly known as CREDILA FINANCIAL SERVICES PRIVATE LIMITED)

(CIN: U671 90MH2006PTC1594 1 1) Regd. Office: B-301, Citi Point, Andheri-Kurla Road,

Andheri (East), Murnbai 400 059 Tel No: 022-28266636 Website: www.hdfccredila.co~n Email: [email protected]

Balance Sheet as at 30 September 201 8

(T in Lakhs) i

Particulars

nancial assets i. Cash and cash equivalents ii. Bank balances other than (i) above iii. Trade receivables iv. Loans v. Other financial assets Total financial assets

)n financial assets i. Current tax assets (net) ii. Deferred tax assets (net) iii. Property, plant and equipment iv. Capital work-in-progress v. Other intangible assets vi. Other non financial assets Total non financial assets

ltal assets 548,038.40 ABILITIES AND EQUITY

ABILITIES ~ancia l liabilities

i. Trade payables (a) Total outstanding dues of micro enterprises & slnall enterprises (b) Total outstanding dues other than micro enterprises & small enterprises

ii. Debt securities iii. Borrowings (other than debt securities) iv. Subordinated liabilities v. Other financial liabilities Total financial liabilities

In financial liabilities i. Current tax liability (net) ii. Provisions Total non financial liabilities

2UITY i . Equity share capital ii. Other equity Total equity

6,902.08 50,636.01 57,538.09

)tal liabilities and equity 548,038.40

1 The Co~npany is a Non-Banking Finance Co~npany registered with the Reserve Bank of India

2 The financial results for the half year ended 30 September 2018 have been reviewed by the Audit Colnmittee and approved by the Board of Directors at its meeting held on 02 November 201 8.

The financial results of the Co~npany have been prepared in a accordance with Indian accounting standards ('Ind-AS') notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended by the Companies (Indian Accounting Standards) Rules, 2016. The Company has adopted Ind-AS from I April 2018 with effective transition date of 1 April 2017 and accordingly, these financial results together with the results for the comparative reporting period have been prepared in accordance with the recognition and measurement principles as laid down in Ind-AS prescribed under Section 133 of the Companies Act, 2013 ('the Act') read with relevant rules issued thereunder and the other accounting principles generally accepted in India.

The transition to Ind-AS has been carried out from the erstwhile accounting standards notified under the Act read with Rule 7 of Companies (Accounts) Rules 2014 (as amended), guidelines issued by the Reserve Bank of India ('the RBI') and other generally accepted accounting principles in India (collectively referred to as 'the Previous GAAP'). Accordingly, the impact of transition has been recorded in the opening reserves as at 1 April 2017 and the corresponding adjustments pertaining to comparative previous period / half year as presented in these financial results have been restated 1 reclassified in order to confonn to current period presentation.

These financial results have been prepared in the fonnat prescribed under the notified schedule 111 of the Colnpanies Act, 201 3 for Non-Banking Financial Co~npanies issued by Ministry of Corporate Affairs on 11 October 201 8, and on the basis of Ind-AS that are applicable to the company based on the MCA Notification GSR 1 1 1(E) and GSR 365(E) dated February 16, 201 5 and March 3 1, 201 6 respectively. There is a possibility that these financial results for the current and previous periods lnay require adjustments due to changes in financial reporting requirements arising from new standards, modifications to the existing standards, guidelines issued by MCA or RBI or changes in the use of one or more optional assumptions from full retrospective application of certain Ind AS pennitted under Ind AS 101.

In compliance with Regulation 52 of the Securities Exchange Board of India ('SEBI') (Listing Obligations and Disclosure Requirements) Regulations, 201 5 a limited review of financial results has been carried out by the Statutory Auditors.

The Co~npany has availed exemption provided by Securities and Exchange Board of India (SEBI) vide Circular No. CIR~JMD/DF1/6912016 dated 10 August 201 6 in respect of disclosure requirements pertaining to disclosure of financial results for the previous year ended 3 1 March 2018. According the statement of profit or loss and other co~nprehensive income and balance sheet for the year ended and as at 3 1 March 201 8 is not disclosed.

As required by Paragraph 32 of Ind-AS 101, the reconciliation of net profit, as previously reported and as restated under Ind-AS, for the half year ended 30 September 20 17 is as under:

(7 in Lakhs]

1 Adiustment on account of efrective interest r a t e net interest on credit impaired loans I (317.5611

Particulars

Net profit after tax as per previous GAAP

1 Adiust~nent on account of effective interest rate method relatine to borrowine cost 1 140.64)l

Half year ended 30 September 2017

4,493.49

I Adjustment on account of reclassification of net actuarial gain/(loss) on e~nployee benefit obligation to othell 471 1

I

.., . co~nprehensive income

Adjustment on account of provision for expected credit loss 187.67

Other adjustments 0.0 1

I Net profit after tax as per Ind AS 1 4.327.68 1 I Other com~rehensive income (net of tax) l (4.71\1 Total comprehensive income (net of tax) as per Ind AS 4,322.97

6 Earnings per equity share for the half year ended 30 September 201 8 and 30 September 2017 have not been annualised.

The Company is primarily engaged in the business of financing and accordingly, there are no separate reportable segments as per Ind AS 108 dealing with Operating Segment.

During the half year ended 30 September 201 8, the Co~npany has issued 44,94,383 right shares of T l 0 per share at a premiu~n of T 168 per share amounting to T 8,000 lakhs on 28 July 201 8 to HDFC Ltd

9 The secured listed non-convertible debentures of the Co~npany are secured by pari passu charge with other existing lenders on the loan receivables of the Company's underlying portfolio of loans having minimum asset cover of 1.05 times of the principal outstanding and interest accrued but not paid, to be maintained throughout the tenure of the debentures.

10 Other equity contains compulsorily convertible preference shares, statutory reserve as per Section 45 IC of Reserve Bank of India Act, 1934, balance in securities premium, capital reserve and surplus in statement of plofit and loss.

1 1 The previous period figures have been regrouped 1 reclassified wherever necessary.

For and on behalf of Board of Directors

HDFC Cydila Financial Services Private Limited (UO&L~;~ Credila

+ar\c1a/ 8

6 , m ! ;

Ajay Bohora Mattaging DlN: 00694444 Director & rEo&(

Date : 02 November 2018 Place : Mumbai .)'c

835

Credila Financial Services Private Limited

Directors’ Report

TO THE MEMBERS

Your Directors are pleased to present the Eleventh Annual Report of your Company with the audited accounts for the year ended March 31, 2016.

Financial Results For the year For the year ended March ended March 31, 2016 31, 2015 (` in Crore) (` in Crore)

Total Income 300.54 215.23Total Operating Expenses 43.33 35.34

257.21 179.89Less : Interest and Finance Charges 187.98 138.60Less : Depreciation 0.37 0.79

68.86 40.50Less : Provision for Taxation 25.10 14.50Add : MAT Credit Entitlement — —Add : Provision for Deferred tax 1.30 1.80

45.06 27.80Less : Transfer to Reserve as per Section 45-IC (1) of RBI Act 9.01 5.56

Preference Shares 0.01 0.01

0.001 0.001 Balance carried to Balance Sheet 36.04 22.23

DividendThe Board has recommended dividend amount of ` 67,000/- on

Preference Shares having fully paid up value of ` 66,99,99,560. In order to conserve resources for future, the Board does not recommend any equity dividend for the year ended March 31, 2016.

Review of OperationsDuring the financial year ended March 31, 2016 the Company

` 68.86

`

a marginal increase in its operating

the Company also maintained its quality of the portfolio with Net Non Performing Loans of 0.03%. During the year, there was no change in the

nor was there any material change or commitment that would affect its

Profit to be carried forward to ReservesThe Directors propose to transfer ` 9,01,30,000/- as per section 45-IC

the Special Reserve of the Company for the year ended on March 31, 2016.

Business ScenarioIn India, higher education is seen

Board of Directors

Mr. V. Srinivasa Rangan (DIN 00030248)Mr. B. Mahapatra (DIN 06990345)

Mrs. Madhumita Ganguli (DIN 00676830)

Mr. Anil Bohora (DIN 00694396)Mr. Ajay Bohora (DIN 00694444)

Key Managerial PersonnelMr. Anil BohoraManaging Director(PAN No. AHPPB9080M)Mr. Ajay Bohora

(PAN No. AELPA4301A)

Ms. Shivangi DaveCompany Secretary

Auditors

Chartered Accountants

Bankers

Debenture TrusteeIDBI Trusteeship Services Limited.Asian Building, Ground Floor, 17,R. Kamani Marg, Ballard Estate,

Phone : +91 022 40807000

B-301, Citi Point, Andheri Kurla Road,

Tel. No. : 022-2471 2448Fax No. : 022-2471 2447CIN: U67190MH2006PTC159411

836

Eleventh Annual Report 2015-16

economic growth. There are over 33.3 million students in the Indian higher education system. There are currently over 38,056 institutes imparting higher education in India.

pace offering a variety of courses. With the increase in the cost of higher

own funds or with funds from their

important for students to get access to education loans. The Company is India’s First Dedicated Education Loan Company. The Company provides education loans to students pursuing higher education for studies

on March 31, 2016 the Company’s education loan portfolio stood at `2,465 crore, registering an increase

includes reaching customers through the Internet, channel partners which includes select education institutes as well as other entities of the higher education sector.

The Company is India’s F i rst Dedicated Education Loan Company. The Company is registered with

Systemically Important Non-Deposit

Company.

focus, in-depth understanding of the requirements of students who wish

Education Loans Home Delivered. With growing costs of education, the

expenditure on children’s education

household.

The Company funds students for

poverty and prosperity. The mission of the Company is to Transform Lives

Nation!

The institute from where student completes the education remains with his/her name for life time. With

the admission process, the Company

higher education in their dream institute! Thus, Students Don’t Have

The Company has funded tens of thousands of students from India to study in over 2,100+ unique educational institutes across 35+ countries.

RepaymentsDuring the year under review, `scheduled repayment of principal through monthly installments as well as redemptions ahead of schedule, as compared to ̀ 267 crore received last year.

Resource MobilisationPerpetual DebtDuring the year, the Company has raised ` 50 crore through the issue of listed long-term unsecured

CARE respectively. As at March 31, 2016 the Company’s outstanding

` 150 crore and was considered as Tier I &

Tier II capital under the guidelines

(RBI) for the purpose of capital

Company and is perpetual in nature with a call option after 10 years from the date of the issue. The

Subordinated DebtDuring the year, the Company raised ` 100 crore through the issue of listed

` 79 crore. The

As at March 31, 2016, the Company’s

stood at `

to maturity, as at March 31, 2016, `

as Tier II capital under the guidelines

(RBI) for the purpose of capital adequacy computation. The Company

Non-Convertible Debentures (NCD)During the year, the Company issued Secured, Rated, Listed NCD amounting to ̀ 400 crore on a private

the BSE Limited. The NCD issues have

837


2016, the Company’s outstanding NCD stood at ` 400 crore.

NCD. The Company is in compliance with the provisions of the Reserve

Money through Private Placement of

LoansTerm Loans from Banks and InstitutionsAs at March 31, 2016, the total

amounted to ` 1,172 crore as compared to ` 1,186 crore as at March 31, 2015.

Commercial PaperThe Company’s Commercial Paper

highest safety for timely servicing of

Commercial Papers outstanding as at March 31, 2016 was ` 425 crore as compared to ̀ 200 crore as at March 31, 2015.

DepositsYour Company has not accepted any deposits during the year and as such, no amount of principal or interest was outstanding as at March 31, 2016.

Non Performing LoansGross non-performing loans as at March 31, 2016 amounted to ` 1.34 crore. This is equivalent to 0.05% of the loan portfolio (as against 0.05% in the previous year). The Company has made a total provision of ̀ 0.61 crore.The provision for Non-Performing Loans as at March 31, 2016 stood at ` 0.61 crore (as against ` 0.24 crore in the previous year) and the provision for standard assets as at March 31,

2016 stood at ̀ 7.39 crore (as against ` 4.29 crore in the previous year).

Regulatory Guidelines/AmendmentsThe Company has complied with the

Financial (Non-Deposit Accepting or Holding) Companies Prudential

accounting standards, prudential

recognition, provisioning, capital adequacy, etc.The Company’s capital adequacy ratio (CAR) stood at 18% as at March 31, 2016. Of this, Tier I capital was 9% and Tier II capital was 9%. As per the regulatory norms, the minimum requirement for the capital adequacy ratio and Tier I capital as at March 31, 2016 is 15% and 8.5% respectively.

Subsidiary / Associate CompaniesYour Company does not have any

Particulars of Employees’ RemunerationThe Company had 207 employees as of March 31, 2016. During the year, one employee employed throughout the year was in receipt of remuneration of ` 60 lac or more per annum. In accordance with the provisions of Rule 5.2 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other par ticulars of such employees and the remuneration policy are set out in the Annex to the Directors’ Report. In terms of the provisions 136(1) of the Companies Act, 2013 read with the said rule,

all the shareholders of the Company excluding the Annex. Any shareholder

said Annex may write to the Company. Further disclosures on managerial

remuneration are provided in Annex 1 appended to the Directors’ Report.

Vigil Mechanism/Whistle Blower PolicyThe Company has in place a Vigil

and to ensure that all employees /

a conducive environment and are given a platform to freely express their concerns or grievances on various matters pertaining to any malpractice, actual/suspected fraud or violation of the Company’s Code of Conduct.In order to ensure highest standards of governance within the Company,

partners, direct selling agents and vendors can report any misconduct or act that is not in the interests of the Company. The policy provides that

against any detrimental action as a result of any allegations made in good faith. The policy is placed on

www.credila.com.Loans, Guarantees or InvestmentsThe provisions of Section 186 of the Companies Act, 2013 pertaining to investment and lending activities is

During the year, your Company has not provided any guarantee.

Pa r t i c u l a r s o f C o n t r a c t s o r Arrangements with Related PartiesYour Company has not entered into any contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 requiring disclosure in Form AOC-2,

Companies (Accounts) Rules, 2014.Details of related party transactions

838


Accounting Standard – 18 on

under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, are given in the Notes to the Financial Statements.The Company’s Policy on dealing with

Particulars Regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and OutgoDuring the year, your Company received an amount of ` 2.45 crore (previous year ̀ 1.08 crore) in foreign currency towards repayment of education loans.During the year, your Company expended ` 1.11 crore (previous year `1.30) resulting in an outgo in foreign currencySince your Company does not own any manufacturing facility, the other particulars regarding conservation

st ipu lated in the Companies (Accounts ) Ru les , 2014 a re

DirectorsIn accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. V. Srinivasa Rangan

at the ensuing Annual General

re-appointment.Necessary resolutions and the

re-appointment of the aforesaid

notice convening the ensuing AGM.

All the directors of the Company have confirmed that they are not

directors, in terms of Section 164(2) of the Companies Act, 2013.The Independent Directors of the

they meet the criteria of Independence as provided under Section 149(6) of the Companies Act, 2013.

Board Meetings

times. The meetings were held on April 16, 2015, May 28, 2015, July

January 19, 2016.The attendance of each Director at

Directors Number of Meetings attended

Mr. V. Srinivasa Rangan (Chairman) 5Mr. B. Mahapatra 4

Mrs. Madhumita Ganguli 5

Mr. Anil Bohora 4Mr. Ajay Bohora 5

the concerned directors who could

meetings.

Audit CommitteeThe Audit Committee consists of a major i ty of independent

Mr. B iswamohan Mahapatra , Mrs. Madhumita Gangul i and

of the Audit Committee have

expertise.The quorum for the Audit

The terms of reference of the Audit Committee inter alia include approving and implementing the audit procedures and techniques, reviewing the financial reporting systems,

systems and procedures, records relating to related party transactions,

regulatory guidelines. The committee also ensures that an information systems audit of the internal systems and processes is conducted to

and discussions with the auditors

of Directors for its approval.During the year, the committee met four times. The meetings were held on

19, 2015, and January 19, 2016.The details of the attendance of the

Members Number of Meetings attended

(Chairman) 4Mr. B. Mahapatra 3

Mrs. Madhumita Ganguli 4

the concerned directors who could not attend the respective Audit Committee meetings.

Nominat ion & Remunerat ion CommitteeThe Nomination & Remuneration Committee consists of an equal

839


Mr. V. Srinivasa Rangan, Mr. Sudhin

The quorum for the Nomination & Remuneration Committee is two

The terms of reference of the commit tee in ter a l ia inc lude

ensuring that such persons meet the

to the directors within the overall limits at the time of appointment, ensuring

of appointment of directors of the

from the proposed directors / existing directors and carry out evaluation of every director’s performance and formulate the criteria for determining

independence of a director and for evaluating their performance.The committee met twice during the year. The meetings were held on April 16, 2015 and January 19, 2016.The details of the attendance of the

Members Number of Meetings attended

(Chairman) 2Mr. V. Srinivasa Rangan 2

concerned director who could not attend the respective Nomination & Remuneration Committee meeting.Board Evaluation

the Nomination & Remuneration C o m m i t t e e f o r m u l a t e d t h e methodology and criteria to evaluate

committees thereof and each director.The overall performance evaluation

and of each director is done through

participation, strategic planning, role of the Chairman, non-executive and executive directors, assessment of

and other regulatory issues.The Nomination & Remuneration Committee at its meetings discussed and reviewed the criteria and responses received from directors. The independent directors also held a separate meeting to review the performance of the non-executive directors, the Chairman of the Company and the overall performance

Board of Directors, the responses

each of the directors of the Company,

directors and expressed its satisfaction on the same.Corporate Social Responsibility CommitteeIn accordance with the provisions of Section 135 of the Companies Act, 2013 and rules framed there under, the Company has a Corporate Social

of Directors comprising of Mr. B. Mahapatra (Chairman), Mr. V. Srinivasa Rangan, Mrs. Madhumita Ganguli and Mr. Ajay Bohora. The quorum for the CSR Committee is

The terms of reference of the committee inter alia is to review the

CSR and formulate a transparent monitoring mechanism to ensure implementation of projects and

towards CSR.The committee met twice during the year. The meetings were held on April 16, 2015 and January 19, 2016.The details of the attendance of the

Members Number of Meetings attendedMr. B. Mahapatra (Chairman) 2Mr. V. Srinivasa Rangan 2Mrs. Madhumita Ganguli 2Mr. Ajay Bohora 2

CSR spend under Section 135 of the Companies Act, 2013 during the year is provided in the Annual Report on CSR activities annexed to this report.

Allotment CommitteeThe Allotment Committee consists of Mr. V. Srinivasa Rangan (Chairman),

Bohora. The quorum for the meeting

The terms of reference of the Allotment Committee inter alia include to ensure compliance with the Companies Act, 2013 and rules made thereunder relating to the issue

time and to oversee the process of application for issue of securities and decide on the allotment of securities.During the year, the committee met four times. The meetings were held on June 17, 2015, August 7, 2015,

840


2016.The details of the attendance of the

Members Number of Meetings attendedMr. V. Srinivasa Rangan (Chairman) 4

Mr. Anil Bohora 4

Risk Management Committee

Committee (RMC) was re-constituted to comprise of Mr. V. Srinivasa Rangan

Mr. Ajay Bohora. The quorum for the

The terms of reference of the commit tee in ter a l ia inc lude formulation and implementation of

the Company.

of the Company are identified and

mitigate the same, the Company

and the efficacy of the measures

are evaluated at an inherent and

occurrence.

Your directors are of the opinion that

may threaten the existence of the Company.

The new committee met on March 30, 2016.

The details of the attendance of the

Members Number of Meetings attendedMr. V. Srinivasa Rangan (Chairman) 1

Mr. Ajay Bohora 1

Asset L iab i l i t y Management Committee

Committee of the Company comprises Mr. V. Srinivasa Rangan (Chairman),

Mr. Ajay Bohora was appointed

Management Committee is two

The terms of reference of the committee inter alia include asset

The committee met four times during the year.The details of the attendance of the

Members Number of Meetings attendedMr. V. Srinivasa Rangan (Chairman) 4Mr. Ajay Bohora 1

concerned director who could not

Management Committee meeting.

AuditorsAt the Ninth AGM held on April 16,

Chartered Accountants, having

statutory auditors of the Company,

as such until the conclusion of the

the said appointment at every AGM.

The Company has received a

with Sections 139 and 141 of the Companies Act, 2013 and rules made

the auditors of the Company.

Secretarial AuditPursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Messrs Vinod Kothari & Company, Practising Company

Secretarial Audit of the Company. The Secretarial Audit Report is annexed to this report.

LitigationsDuring the year under review, no

against the Company.

Subsequent EventsThere are no material changes and

position of the company which have

and the date of the report.

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Directors’ Responsibility StatementIn accordance with the provisions of Section 134(3)(c) of the Companies

directors state that: a) In the preparation of annual

as to give a true and fair view of the state of affairs of the Company as at the end of March 31, 2016 and the

c) Proper and sufficient care

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

d) The annual accounts of the

the Company and that such internal

f) Systems to ensure compliance

laws were in place and were adequate and operating effectively.Management Discussion and Analysis ReportThe Management Discussion and Analysis Report forms part of the Directors’ Report.Extract of Annual Return – Form MGT-9The details forming part of the extract of the Annual Return in Form MGT-9 is annexed to this report.

Acknowledgements

support to the Company.Your directors appreciate the guidance received from various regulatory authorities including the RBI, Ministry of Corporate Affairs, Registrar of Companies, Maharashtra and the Financial Intelligence Unit (India).Your directors recognise and

loyalty and efforts of the employees whose professionalism has ensured excellent all-round performance of the Company.

MUMBAI V. SRINIVASA RANGANApril 18, 2016 Chairman

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Annexure to Directors’ Report - 1

DISCLOSURES ON MANAGERIAL REMUNERATIONDetails of remuneration as required under Rule 5.1 of the Companies (Appointment and Remuneration of Managerial

Name Designation Ratio of remuneration to the median employees’ remuneration

Mr. V. Srinivasa Rangan Chairman 0.88 :1

Mr. B. Mahapatra Independent Director 0.52 :1

Mrs. Madhumita Ganguli Non- Executive Director 0.58 :1

Mr. Anil Bohora Managing Director 21.58 :1

Mr. Ajay Bohora Managing Director & CEO 21.58 :1

Percentage increase in the remuneration of each director and key managerial personnel in Financial Year 2015-16

Name Designation Increase in Remuneration (%)

Mr. Anil Bohora Managing Director 150

Mr. Ajay Bohora Managing Director & CEO 150

Ms. Shivangi Dave Company Secretary 17

Further details are provided in Form MGT 9.Explanation on the relationship between the average increase in remuneration and the Company’s performance

Parameter March 31, 2015 March 31, 2014 % (` crore) (` crore)

Total Income 215 147 46

Total Borrowings 1,562 1,082 44

Non-performing loans (%) 0.05 0.09

`) 29 24

The average assets per employee in March 31, 2016 was ` 10 crore (Previous Year `` 22 lac (Previous Year `13 lac).

year and its comparison with the percentile increase in managerial remuneration

in remuneration of the executive directors was at 150% on account of commission for the Financial Year 2015-16 of ` 1.20 crore (Previous Year ` Nil).

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The Company reiterates that there were no exceptional circumstances which warranted an increase in managerial

Annexure to Directors’ Report - 1 (Continued)

844


individual is a legal guardian. There is no upper limit to claim the exemption. One will get the full amount of interest paid, as the deduction. One has to

Financial Institutions. Income Tax

8 years or until the interest is paid in full, whichever is earlier.Also in India, the Education loan as an asset class is in the nascent phase with huge growth potential. In the

loan portfolio is extremely high as compared to that of India.As the lender of education loan, the

at the macroeconomic level in India

of the economies, corresponding new employment and opportunities open up for the graduating students. There is an ongoing and potential

education loans for the terms of education loans, related parameters and structure of education loans etc . Vast geographical reach

threat.

Segment–wise or product-wise performanceThe Company focuses on only one segment, which is Education Loans.

The Company has two main product

loans and Unsecured education loans. Currently, the Company has 54% of its education loan portfolio as secured and 46% as unsecured. Both of these product categories continue to do well. The net non-performing assets of the Company are at 0.03% as on March 31, 2016.

Overview

resources lay the foundation for the growth and prosperity for any

the center and the states.

India is one of the youngest nation in the world. With 364 million1 10-24 year-olds, India has the world’s largest youth population. The youth of India

and productive. Highly educated

of opportunities!

Industry structure and developmentsIndia has over 757 Universities and over 38,056 educational institutes which include 68 institutions of national importance. There are 19 IIMs & 16 IITs in India. India has over 33.3 million2 students studying in the tertiary education segment. With the massification of primary and secondary education, the pool of students aspiring to pursue higher education has increased. With that increase in demand, in the recent past, the supply of education institutes increased to the extent where for some Engineering and MBA institutes, there is a scenario in

vacant. With more choices, students and parents have started evaluating educational institutes and the

outcomes.

education loans. As per the latest

of India, as on March 31, 2015 the total education loan outstanding

(as on March 31, 2015) as the largest player of this segment.Joint Entrance Exam (JEE) is the

for the undergraduate admission in Engineering colleges. The year 2015

candidates registered for JEE. In 2015, there were 13.03 lac candidates who registered in 2015 as compared to 13.56 lac in the previous year.

Distribution of Under Graduate Enrolment by Stream2

Opportunities and ThreatsWith continued ef for ts, Gross Enrollment Ratio (GER) for higher education is steadily rising in India. However, with India’s current GER ratio of 23.6%2, InJapan with 62%3 , China with 30%3 and UK with 57%4 .With the rising cost of higher education, its getting increasingly

the higher education of their children

resulting in a surge in the education loan aspirants. As per section 80E of the Income Tax Act, 1961, an individual can avail ointerest paid on an education loan for

spouse or any student for whom the

Annexure to Directors’ Report - 2Management Discussion and Analysis

39.69%

16.60%

14.74%

12.21%

4.74%3.10%

2.93% 2.49%

0.93%

0.55%

2.03%

Arts/Humanities/Social Sciences

Science

Medical Science

Commerce

Education

Law

Engineering & Technology

IT & Computer

Management

845


Company has funded a variety of courses, ranging from MBA, M. Tech, MS, MMS to PGDBM, numerous undergraduate courses & are now witnessing a surge in unconventional

o f A r ts -Spor ts Management , Bachelor of Media Arts-Commercial Music, Bachelor and Masters of Physiotherapy, Bachelor of Science Music, Sports Events Management, Associate of Art-Music, Master of Arts-Sport Business, Master of Science Advanced Cardio-respiratory Physiotherapy, MS-Advanced Sports

MS Applying Physiotherapy, MS Optics And Photonics, MS Acoustics And Music Technology, Masters In

As the education loan domain expert, the Company continues to dynamically roll out new products with enhanced engagement with the

OutlookAs per the report over 253 million5 students are in K-12 (Kindergarten to Std. XII), there is a huge pipeline of talented Indian youth, who will enter the Indian higher education system.

As per the recent reports, the trend among Indian students to pursue their dreams of higher education

from the rising num

For over a decade now, the Company

expertise in education loans. Also, the Company is constantly learning, unlearning and relearning from the entire higher education ecosystem. This is getting coupled with the state of the art, end to end home grown

technology platform of the Company. This efficient and domain specific

Company to continue to grow and still remain cost competitive. The

prudent in credit norms, constantly monitor por tfolio per formance

The Company is also committed to upgrade and enhance recovery

Company will continue to develop

The Company is technology friendly and uses most updated technology platforms for Loan Sourcing & Lead Management, Loan Processing, Credit & Underwriting and Operations.

Risks and concerns

include the following:

Management: Education loan as the asset class across the world and in India has high NPAs, 46% of the education loan portfolio of the Company is unsecured, collection

Fluctuations in Interest Rate

affecting fund raising, Non-Compl iance with laws and

education loan at lower rates is a

generating adequate quality leads and misrepresentation or wrong commitments on the part of the

adherence to Company’s policies

The cost of higher education has

for students to start paying and continue to repay their education loan

of the Indian currency against the US dollar has resulted in higher cost of education and consequent increase in the amount of education

concern of education lenders.

Marketing & Distribution

including small and one person

includes reaching customers through various sourcing partners, channel partners which include education consultants and counselors, test prep-centers, direct university and institute tie-ups, as well as other entities of the higher education sector

There are various entrance tests conducted for the admission for Management and Engineering courses. Amongst those Common Admission Test (CAT) is most widely


846


management. 2,18,664 candidates registered for CAT in 2015. This reflects the growth of 15% as compared to previous year.

Company’s education loan domain

understanding total cost of education for optimal funding. In order to reach out and connect more effectively with

various digital media platforms. During the year the Company also participated

events across the country.

Internal Audit and Control

c o mp r e h e n s i ve exe rc i s e fo r documentation of Standard Operating Procedures (SOPs), including that of internal financial controls. The

Chartered Accountants firm at all

Also, the Company has put together internal control systems which

commensurate with the nature and

Accountants. The Audit Committee

177 of the Companies Act, 2013 with

The SOPs got implemented for operations, customer grievances, complaints & service, recovery, accounts and finance, etc. Also,

various departments including credit, operations, strategic, human resource, information technology, accounts,

a Practicing Company Secretaries. During the year, an Independent Chartered Accountant Firm has

of returns with RBI.

wi th respect to operat iona l performance

`1,102 crore during the year as against `762 crore in the previous year and registered a growth of over 44%. The

to 6,646 students (previous year 5,562 students) and the average education loan was ` 16.57 lac during the year as against ̀ 13.70 lac

and operational performance of the company for the year ended on March

net Non-Performing Asset staying at 0.03%. The Company has also seen

over 62% to `45.06 crore.

Material developments in Human Resources/Industrial Relations front, including number of people employed

Company as of March 31, 2016 is 207. During the year, various training programs were held at locations on

Audit and Compliances, KYC & AML

Dispute during the year.

Sources: 1ht tp ://www.censusindia.gov.in/2011census 2http://mhrd.gov.in, AISHE Report, All India Survey on Higher Education 2014-15 3data.worldbank.org of 2014 4data.worldbank.org of 2013 5E & Y, Private sector’s contribution to K-12 education in India report, March 2014


847


THE ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES[Pursuant to Section 135 of the Companies Act, 2013 and Companies

1. Brief outline of the company’s CSR policy, including overview of projects or programmes proposed to be

Company’s activities in India.

2.

Mr. B. Mahapatra (Chairman), Mr. V. Srinivasa Rangan, Mrs. Madhumita Ganguli and Mr. Ajay Bohora

3. ` 2,435.38 lac4. ` 48.71 lac5.

`48.71 lacNil.

Sr. No. CSR project Sector Locations Amount Outlay Amount Spent Cumulative Amount spent or activity (Budget) on (Direct) on Expenditure upto Direct or through

Programmes Programmes Agency* District (State) ` Lac ` Lac ` Lac ` Lac

1 Empowering women & Empowering Bangalore 10.00 10.00 10.00 Through

Through Reproductive Agency Health Education & Services

education to children Education (Maharashtra) from low income communities

development and Education support services to for Children

children

4 Promoting and Education Chennai 1.00 1.00 1.00

of education having Education) Indian heritage value

GRAND TOTAL 48.71 48.71 48.71 48.71

*


848


6. years or any part thereof, the company shall provide the reasons for not spending the amount in its Board report.

7. is in compliance with the CSR objectives and Policy of the Company.

For Credila Financial Services Private Limited

Sd/- Sd/-

MUMBAI MR. AJAY BOHORA MR. B. MAHAPATRAApril 18, 2016 Managing Director & CEO Chairman – CSR Committee


849



Form No. MGT-9

EXTRACT OF ANNUAL RETURN

[Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies

I. REGISTRATION AND OTHER DETAILS

CIN U67190MH2006PTC159411

Name of the Company CREDILA FINANCIAL SERVICES PRIVATE LIMITED

Tel No.: 022-2826 6636

BSE Ltd.)

Name, Address and Contact details of Registrar Adroit Corporate Services Private Limited

Telephone No. +91-22- 4227 0400 / 2859 6060 Email id: [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

Sr. No. Name and Description of main products / services NIC Code of the Product / % of total turnover of Service the Company

1 Providing Education Loans for higher education 64920 100

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Sr. Name and Address CIN/GLN HOLDING/ % of shares Applicable No. of the Company SUBSIDIARY/ held Section

ASSOCIATE

1 HOUSING DEVELOPMENT L70100MH1977PLC019916 Holding 78.66 2(46) FINANCE CORPORATION Company LIMITED Ramon House, 165-166

Churchgate,

850


IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Shareholding Category of No. of Shares Held at the beginning of the year No. of Shares Held at the end of the year % Change Shareholders during the year

Demat Physical Total % of Demat Physical Total % of Total Total Shares Shares

A. Promoters (1) Indian

(a) Individual/HUF 57,35,000 — 57,35,000 10.67 57,35,000 — 57,35,000 10.67 —

(c) State Govt.(s) — — — — — — — — —

(d) Bodies Corp. — — — — — — — — —

(f) Any other — — — — — — — — —

Sub-total (A)(1) 4,80,07,003 — 4,80,07,003 89.33 4,80,07,003 — 4,80,07,003 89.33 —

(2) Foreign

(a) Non Resident Indians-Individuals 57,35,000 — 57,35,000 10.67 57,35,000 — 57,35,000 10.67 —

(c) Bodies Corp. — — — — — — — — —

(e) Any Other — — — — — — — — —

Sub total (A)(2) 57,35,000 — 57,35,000 10.67 57,35,000 — 57,35,000 10.67 —

Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 5,37,42,003 — 5,37,42,003 100.00 5,37,42,003 — 5,37,42,003 100.00 —

B. Public Shareholding

1. Institutions — — — — — — — — —

2. Non-Institutions — — — — — — — — —

C. Shares held by — — — — — — — — — Custodian for GDRs & ADRs

Grand Total (A+B+C) 5,37,42,003 — 5,37,42,003 100.00 5,37,42,003 — 5,37,42,003 100.00 —


851


(ii) Shareholding of Promoters

Sr. Shareholder’s Name Shareholding at the beginning Shareholding at the end of the year % Change No. of the year in Share- holding

No. of Shares % of Total % of Shares No. of Shares % of Total % of Shares during the Shares of the Pledged/ Shares of the Pledged/ year Company Encumbered Company Encumbered to Total to Total Shares Shares

1 Housing Development Finance Corporation Limited 4,22,72,003 78.66 — 4,22,72,003 78.66 — —

2 Anil Bohora 57,35,000 10.67 — 57,35,000 10.67 — —

3 Ajay Bohora 57,35,000 10.67 — 57,35,000 10.67 — —

Total 5,37,42,003 100.00 — 5,37,42,003 100.00 — —

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and NIL.

The shareholding of Mr. Anil Bohora, Managing

V. INDEBTEDNESS Particulars Secured Loans Unsecured Deposits Total excluding Loans Indebtedness Deposits

i) Principal Amount 11,856,440,668 3,767,420,550 — 15,623,861,218

Total (i+ii+iii) 11,883,103,884 3,820,580,820 — 15,703,684,704

Net Change (150,676,920) 3,128,277,814 — 2,977,600,894

i) Principal Amount 11,719,689,351 6,675,766,901 — 18,395,456,252

Total (i+ii+iii) 11,732,426,964 6,948,858,634 — 18,681,285,598


852



VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sr. Particulars of Remuneration Name of MD/WTD/Manager Total No. Amount Mr. Anil Bohora Mr. Ajay Bohora Managing Director Managing Director & CEO

1 Gross salary 4,005,000 4,005,000 8,010,000

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 4,005,000 4,005,000 8,010,000

Income-tax Act, 1961 — — —

Income- tax Act, 1961 — — —

2

3 Sweat Equity — — —

4 Commission

–

– others 60,00,000 60,00,000 1,20,00,000

5 Others, please specify — — —

Total (A) 1,00,05,000 1,00,05,000 2,00,10,000

Overall Ceiling as per the Companies Act, 2013 3.54 crore each (5% each of the 7.09 crore (10%

of the Company)

Name of Directors Particulars of Remuneration

Fees for attending board/ Commission paid Others, please Total Amount

(`) (`) (`) (`)

Mr. V. Srinivasa Rangan 4,10,000 — — 4,10,000

Mr. B. Mahapatra 2,40,000 — — 2,40,000

Mrs. Madhumita Ganguli 2,70,000 — — 2,70,000

Total 17,50,000 — — 17,50,000

Overall Ceiling as per the 1,00,000* 0.71 crore 0.71 crore

* Per meeting sitting fees. The Company pays sitting fees per meeting to directors (other than Managing Directors)

For Board Meeting - ` 30,000 per meeting

For Committee Meeting - ` 20,000 per meeting

** Excludes sitting fees

853


Sr. Particulars of Remuneration Key Managerial Personnel Total

No.

Amount Ms. Shivangi Dave Mr. Sebastian Company Secretary Fernandez Chief Financial

1 Gross salary 5,45,378 26,42,318 31,87,696

(a) (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 5,45,378 26,42,318 31,87,696

17(2) Income-tax Act, 1961 — — —

17(3) Income-tax Act, 1961 — — —

2

3 Sweat Equity — — —

4 Commission — — —

– others, specify — — —

5 Others, please specify — — —

Total 5,45,378 26,42,318 31,87,696

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

Companies Act, 2013 nor was there any punishment or compounding of offences against the Company, its


854


Report on the Financial Statements

We have audited the accompanying financial statements of CREDILA FINANCIAL SERVICES PRIVATE LIMITED (“the Company”), which comprise the Balance Sheet as at March 31, 2016, the Statement of

Statement for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management’s Responsibility for the Financial Statements

The Company’s Board of Directors is

Section 134(5) of the Companies Act, 2013 (“the Act”) with respect

statements that give a true and fair view of the financial position,

of the Company in accordance with the accounting principles generally accepted in India, including the

under section 133 of the Act, as

maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and

application of appropriate accounting

and maintenance of adequate

operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of

Independent Auditor’s Report

true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

provisions of the Act, the accounting and auditing standards and matters

the audit report under the provisions of the Act and the Rules made thereunder and the Order under section 143 (11) of the Act.

We conducted our audit of the

with the Standards on Auditing

the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to

free from material misstatement.

An audit involves performing

statements. The procedures selected depend on the auditor’s judgment, including the assessment of the

assessments, the auditor considers

the Company’s preparation of the

and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used

Company’s Directors, as well as evaluating the overall presentation

our audit opinion on the financial statements.

Opinion

our information and according to the explanations given to us, the

in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Company as at March

Report on Other Legal and Regulatory Requirements

of the Act, we report that:

a) We have sought and

for the purposes of our audit.

it appears from our examination of

c) The Balance Sheet, the

this Report are in agreement with the

d) In our opinion, the aforesaid

under section 133 of the Act, as

TO THE MEMBERS OF CREDILA FINANCIAL SERVICES PRIVATE LIMITED

855


Independent Auditor’s Report (Continued)

representations received from the

of Directors, none of the directors

terms of Section 164 (2) of the Act.

f) W i t h r e s p e c t to t h e adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an

and operating effectiveness of the

g) With respect to the other

Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the

to the explanations given to us: i. The Company does not have any pending litigations which would impact its financial position in its

ii. The Company did not have any long-term contracts including derivative contracts as at year end for which there were any material

iii. There were no amounts

to the Investor Education and

(Auditor’s Report) Order, 2016

Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the

and 4 of the Order.

For DELOITTE HASKINS & SELLSChartered Accountants

(Firm’s Registration No.117365W)

MUMBAI, Partner

856


Annexure “A” to the Independent Auditor’s Report

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

controls over financial reporting of CREDILA FINANCIAL SERVICES PRIVATE LIMITED (“the Company”) as of March 31, 2016 in conjunction with

of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is

essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting

Institute of Chartered Accountants of

the design, implementation and maintenance of adequate internal

effectively for ensuring the orderly

including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation

required under the Act.

Auditor’s Responsibility

opinion on the Company’s internal financial controls over financial

conducted our audit in accordance with the Guidance Note and the

under Section 143(10) of the Act,

Standards and the Guidance Note require that we comply with ethical requirements and plan and perform

internal financial controls over

and maintained and if such controls operated effectively in all material respects.

Our audit involves per forming

f inancial controls system over

effectiveness. Our audit of internal financial controls over financial

controls over financial reporting,

evaluating the design and operating

selected depend on the auditor’s judgement, including the assessment

due to fraud or error.

our audit opinion on the Company’s

Meaning of Internal Financial Controls Over Financial Reporting

of f inancial repor ting and the

for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in

fairly reflect the transactions and dispositions of the assets of the

assurance that transactions are recorded as necessary to permit

accordance with generally accepted accounting principles, and that receipts and expenditures of the

accordance with authorisations of management and directors of the

assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

management override of controls, material misstatements due to error

detected. Also, projections of any

that the internal financial control

857


Annexure “A” to the Independent Auditor’s Report (Continued)

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

information and according to the explanations given to us, the Company

has, in all material respects, an

financial reporting were operating effectively as at March 31, 2016,

essential components of internal control stated in the Guidance Note.

For DELOITTE HASKINS & SELLS Chartered Accountants (Firm’s Registration No.117365W)

MUMBAI, Partner

858


(Referred to in paragraph 2 under

Requirements’ section of our report of even date)(i) (a) According to the information and explanations given to us, the Company has maintained proper records showing full particulars, including quantitative details and

the Management in accordance with

which, in our opinion, provides for

According to the information and explanation given to us, no material discrepancies were noticed on such

(c) The Company does not have

hence reporting under clause 3(i)(c)

(ii) According to the information and explanations given to us, the Company does not have any inventory and hence reporting under clause

(iii) The Company has not granted any loans, secured or unsecured, to

Partnerships or other parties covered in the register maintained under section 189 of the Act.(iv) The Company has not granted any loans, made investments or provide guarantees under the provisions of Sections 185 and 186 of the Act and hence reporting under clause 3(iv) of

(v) According to the information and explanations given to us, the Company has not accepted any deposit during the year and no order in this respect

Law Board or National Company Law

In respect of unclaimed deposits,

the Company has complied with the provisions of Sections 73 to 76 or any other relevant provisions of the Act.

and according to the information and explanations given to us, the Central

maintenance of cost records under section 148(1) of the Act, in respect of

(vii) According to the information and explanations given to us, in respect of statutory dues:

regular in depositing undisputed statutory dues, including Income-tax, Service Tax, cess, Provident Fund and other material statutory dues

authorities.

Income-tax, Service Tax, cess and other material statutory dues in arrears as at March 31, 2016 for a period of more than six months from

(c) There are no dues of Income-tax and Service Tax as on March 31, 2016 on account of disputes.(viii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in the repayment of loans

(ix) In our opinion and according to the information and explanations

during the year for the purposes for which they were raised other than temporary deployment pending application of proceeds. The Company

and according to the information and explanations given to us, no fraud

reported during the year.(xi) In our opinion and according to the information and explanations given to us, the Company has paid / provided managerial remuneration in accordance with the requisite

of section 197 read with Schedule V to the Act.(xii) The Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not

(xiii) In our opinion and according to the information and explanations given to us the Company is in compliance with Section 188 and

for all transactions with the related parties and the details of related party

(xiv) During the year the Company has not made any preferential allotment or private placement of shares or fully

hence reporting under clause 3(xiv)

Company. (xv) In our opinion and according to the information and explanations given to us, during the year the Company has not entered into any non-cash transactions with its directors

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