Annual Report - DHFL - 2019 PDF

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National Office : HDIL Towers, 6" Roor,
Anant Kanekar Marg, Station Road,
Bandra (East), Mumbai - 400051.
T: +91 22 7158 3333 / 2658 3333
DHFL/CSD/2019/_/652-
Date: September 4, 2019
The Manager
The Manager
Listing Department
Listing Department
BSE Limited
Phiroze ]eejeebhoy Towers, National Stock Exchange of India Limited,
'Exchange Plaza', C-l, Block G,
Dalal Street, Fort,
Bandra- Kurla Complex,
Mumbai- 400 OOL
Bandra (East), Mumbai- 400 051.
Kind Attn. DCS -CRD
Stock Code : 511072 Kind Attn. Head - Listin...K
Stock Code : DHFL
Dear Sir/Madam,
Sub.: Submission ofthe Notice and Annual Report ofthe Company for the financial year
2018-19
Pursuant to the provisions of Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015("SEBI Listing Regulations"), please find enclosed herewith the
Notice of the Thirty Fifth (35th) Annual General Meeting of the members of the Company
(including therein the remote e-voting procedure) scheduled to be held on Saturday, September
28,2019, at 2.30 p.m. at M. C. Ghia Hall, Bhogilal Hargovindas Building, 4th Floor, 18/20, K. Dubash
Marg, Kala Ghoda, Mumbai 400 001.
Further, in terms of Regulation 34 of SEBI Listing Regulations, please find attached herewith
a copy of the Annual Report of the Company for the financial year 2018-19.
The aforesaid Notice of the Thirty Fifth (35th) Annual General Meeting (including therein the
Remote e-voting procedure) is also available on the website of the Company.
Thanking you,
Dewan Housing Finance Corporation Ltd.

Corporate Identity Number (CIN)- L65910MH1984PLC032639
Re d Office: Warden House, 2nd Floor, Sir P.M. Road, Fort, Mumbal-400 001
~oll-free' Sales Enquiry: 1800 22 3435 I Customer Care: 1800 3000 1919
. Email: response@dhfl.com
www.dhfl.com
DEWAN HOUSING FINANCE CORPORATION LIMITED
Corporate Identity Number (CIN) – L65910MH1984PLC032639
National Office: HDIL Towers, Ground Floor & 6th Floor, Anant Kanekar Marg, Station Road, Bandra (East),
Mumbai - 400051, Maharashtra, India. Tel.: (022) 7158 3333, Fax: (022) 7158 3344
Registered Office: Warden House, 2nd Floor, Sir P. M. Road, Fort, Mumbai - 400 001, Maharashtra, India.
Toll Free No. 1800 22 3435, Customer Care No. : 1800 3000 1919
Visit us at : www.dhfl.com, email:– response@dhfl.com
NOTICE OF THIRTY FIFTH (35th) ANNUAL GENERAL MEETING
Notice is hereby given that the Thirty Fifth (35th) Annual General or re-enactment(s) thereof for the time being in force)
Meeting of the Members of Dewan Housing Finance Corporation M/s. K. K. Mankeshwar & Co., Chartered Accountants, (Firm
Limited will be held on Saturday, September 28, 2019 at 2.30 p.m. Registration No. 106009W), be and are hereby appointed
at M. C. Ghia Hall, Bhogilal Hargovindas Building, 4th Floor, 18/20, as the Statutory Auditors of the Company, to audit all the
K. Dubash Marg, Kala Goda, Mumbai 400 001, to transact the Company’s offices including those of its zonal/regional
following businesses: and branch offices, to hold office for a period of five years,
from the conclusion of this 35th Annual General Meeting till
ORDINARY BUSINESS the conclusion of the 40th Annual General Meeting of the
1. To receive, consider and adopt the Audited Financial Company, at such remuneration, taxes and out of pocket
Statements (Standalone and Consolidated) of the Company expenses, as may be determined and recommended by the
for the financial year ended March 31, 2019 and the Reports Audit Committee in consultation with the Statutory Auditors
of the Board of Directors and Joint Statutory Auditors thereon. and approved by the Board of Directors of the Company;
2. To appoint a Director in place of Mr. Dheeraj Wadhawan RESOLVED FURTHER THAT the Board of Directors of the
(DIN: 00096026) who retires by rotation at this Annual General Company (which term shall be deemed to mean and include
Meeting and being eligible, offers himself for re-appointment. any duly constituted committee thereof for the time being
exercising the powers conferred by the Board), be and is
3. To approve appointment of M/s. K. K. Mankeshwar & Co., hereby authorised to do all such acts, things and take all
Chartered Accountants, (Firm Registration No. 106009W) such steps as may be necessary, proper or expedient to give
as Statutory Auditors of the Company effect to this resolution.”
To consider and if thought fit, to pass, the following Resolution SPECIAL BUSINESS
as an Ordinary Resolution: 4.
To approve appointment of Mr. Alok Kumar Misra
(DIN: 00163959) as an Independent Director of the
“RESOLVED THAT pursuant to the provisions of Section Company
139(8) and other applicable provisions, if any, of the
Companies Act, 2013 (“the Act”) read with the Companies To consider and if thought fit, to pass, the following Resolution
(Audit and Auditors) Rules, 2014 (“the Rules”), (including any as an Ordinary Resolution:
statutory modification(s), or re-enactment(s) thereof for the
time being in force) M/s. K. K. Mankeshwar & Co., Chartered “RESOLVED THAT Mr. Alok Kumar Misra (DIN: 00163959),
Accountants, (Firm Registration No. 106009W), be and are who was appointed by the Board of Directors, as an
hereby appointed as the Statutory Auditors of the Company Additional Director of the Company, with effect from March
to fill the casual vacancy caused due to resignation of 26, 2019, pursuant to the provisions of Section 161(1)
M/s. Chaturvedi & Shah LLP, Chartered Accountants, (Firm of the Companies Act, 2013 (“the Act”), the Companies
Registration No: 101720W/W100355) to hold the office (Appointment and Qualification of Directors) Rules, 2014
from August 26, 2019, until the conclusion the 35th Annual (“the Rules”), (including any statutory modification(s) or
General Meeting of the Company, at such remuneration, re-enactment(s) thereof for the time being in force), and
taxes, and out of pocket expenses, as may be determined Articles of Association of the Company, being eligible for
and recommended by the Audit Committee in consultation appointment, be and is hereby appointed as a Director of
with the Statutory Auditors and approved by the Board of the Company;
Directors of the Company;

RESOLVED FURTHER THAT pursuant to the provisions
RESOLVED FURTHER THAT pursuant to Section 139 and of Sections 149, 152 read with Schedule IV and other
other applicable provisions, if any, of the Act, read with applicable provisions, if any, of the Act and the Rules and the
the Rules, 2014 (including any statutory modification(s), applicable provisions of the Securities and Exchange Board
1
Dewan Housing Finance Corporation Limited Notice of the Thirty Fifth (35th) Annual General Meeting
of India (Listing Obligations and Disclosure Requirements) 6.

To approve appointment of Dr. Deepali Pant Joshi
Regulations, 2015 (including any statutory modification(s) or (DIN: 07139051) as an Independent Director of the
re-enactment(s) thereof for the time being in force), Mr. Alok Company
Kumar Misra (DIN: 00163959), being eligible for appointment
To consider and if thought fit, to pass, the following Resolution
as Independent Director be and is hereby appointed as an
as an Ordinary Resolution:
Independent Director of the Company, not liable to retire by
rotation, to hold office for a term of five consecutive years “RESOLVED THAT Dr. Deepali Pant Joshi (DIN: 07139051),
effective from March 26, 2019 up to March 25, 2024; who was appointed by the Board of Directors, as an
Additional Director of the Company, with effect from May
RESOLVED FURTHER THAT the Board of Directors of the 8, 2019, pursuant to the provisions of Section 161(1) of
Company (which term shall be deemed to mean and include the Companies Act, 2013 (“the Act”), the Companies
any duly constituted committee thereof for the time being (Appointment and Qualification of Directors) Rules, 2014
exercising the powers conferred by the Board), be and is (“the Rules”), (including any statutory modification(s) or
hereby authorised to do all such acts, things and take all re-enactment(s) thereof for the time being in force), and
such steps as may be necessary, proper or expedient to give Articles of Association of the Company, being eligible for
effect to this resolution.” appointment, be and is hereby appointed as a Director of
the Company;
5. To approve appointment of Mr. Sunjoy Joshi
(DIN: 00449318) as an Independent Director of the
RESOLVED FURTHER THAT pursuant to the provisions
Company of sections 149, 152 read with Schedule IV and other
applicable provisions, if any, of the Act and the Rules and the
To consider and if thought fit, to pass, the following Resolution applicable provisions of the Securities and Exchange Board
as an Ordinary Resolution: of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (including any statutory modification(s) or
“RESOLVED THAT Mr. Sunjoy Joshi (DIN: 00449318), re-enactment(s) thereof for the time being in force), Dr. Deepali
who was appointed by the Board of Directors, as an Pant Joshi (DIN: 07139051), be and is hereby appointed as
Additional Director of the Company, with effect from March an Independent Director of the Company not liable to retire
26, 2019, pursuant to the provisions of Section 161(1) by rotation, to hold the office for the term of five consecutive
of the Companies Act, 2013 (“the Act”), the Companies years effective from May 8, 2019 up to May 7, 2024;
(Appointment and Qualification of Directors) Rules, 2014
(“the Rules”), (including any statutory modification(s) or RESOLVED FURTHER THAT the Board of Directors of the
re-enactment(s) thereof for the time being in force), and Company (which term shall be deemed to mean and include
Articles of Association of the Company, being eligible for any duly constituted committee thereof for the time being
exercising the powers conferred by the Board), be and is
appointment, be and is hereby appointed as a Director of
hereby authorised to do all such acts, things and take all such
the Company;
steps as may be necessary, proper or expedient to give effect

RESOLVED FURTHER THAT pursuant to the provisions to this resolution.”
of sections 149, 152 read with Schedule IV and other
7.
To approve appointment of Mr. Srinath Sridharan
applicable provisions, if any, of the Act and the Rules and the
(DIN: 03359570) as a Non-Executive Director of the
applicable provisions of the Securities and Exchange Board
Company
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (including any statutory modification(s) To consider and if thought fit, to pass, the following Resolution
or re-enactment(s) thereof for the time being in force), Mr. as an Ordinary Resolution:
Sunjoy Joshi (DIN: 00449318), be and is hereby appointed
as an Independent Director of the Company not liable to retire
“RESOLVED THAT Mr. Srinath Sridharan (DIN: 03359570),
by rotation, to hold the office for the term of five consecutive who was appointed by the Board of Directors, as an
years effective from March 26, 2019 up to March 25, 2024; Additional Director of the Company, with effect from March
26, 2019, pursuant to the provisions of Section 161(1)
RESOLVED FURTHER THAT the Board of Directors of the of the Companies Act, 2013 (“the Act”), the Companies
Company (which term shall be deemed to mean and include (Appointment and Qualification of Directors) Rules, 2014
any duly constituted committee thereof for the time being (“the Rules”), (including any statutory modification(s) or
exercising the powers conferred by the Board), be and is re-enactment(s) thereof for the time being in force), and
hereby authorised to do all such acts, things and take all such Articles of Association of the Company, being eligible for
steps as may be necessary, proper or expedient to give effect appointment, be and is hereby appointed as a Director of
to this resolution.” the Company;
2

RESOLVED FURTHER THAT pursuant to the provisions RESOLVED FURTHER THAT pursuant to the provisions of
of sections 152 and other applicable provisions, if any, of Section 13 and other applicable provisions, if any, of the
the Act and the Rules and the applicable provisions of the Act, the consent of the Members of the Company, be and is
Securities and Exchange Board of India (Listing Obligations hereby accorded to substitute Clause V of the Memorandum
and Disclosure Requirements) Regulations, 2015 (including of Association of the Company with the following Clause V:
any statutory modification(s) or re-enactment(s) thereof for the
time being in force), Mr. Srinath Sridharan (DIN: 03359570),
“V. The Authorized Share Capital of the Company is
be and is hereby appointed as a Non-Executive Director of ` 1090,39,00,240 (Rupees One Thousand Ninety Crore Thirty
the Company effective from March 26, 2019 and his office Nine Lakh and Two Hundred and Forty only) divided into:
shall be liable to retire by rotation;
(a)
84,03,90,024 (Eighty Four Crore Three Lakh Ninety
RESOLVED FURTHER THAT the Board of Directors of the Thousand and Twenty Four only) Equity Shares of ` 10
Company (which term shall be deemed to mean and include (Rupees Ten only) each and
any duly constituted committee thereof for the time being
exercising the powers conferred by the Board), be and is 25,00,000 (Twenty Five Lakh only) Non-Convertible
(b)
hereby authorised to do all such acts, things and take all such Redeemable Cumulative Preference Shares of
steps as may be necessary, proper or expedient to give effect ` 1,000 (Rupees One Thousand only) each,
to this resolution.”
with such rights, privileges and conditions as to security,
8. To approve increase in Authorized Share Capital and redemption, conversion into equity shares, rate of dividend,
Alteration of Memorandum of Association of the Company right of accumulation of dividend etc., attaching thereto as
To consider and if thought fit, to pass, with or without are provided by the Articles of Association of the Company.
modification(s) the following resolution as a Special The Company shall have power to increase or reduce,
Resolution: consolidate or sub-divide the Share Capital of the Company
for the time being and from time to time divide the shares of
“RESOLVED THAT pursuant to the provisions of Sections
the new Capital into several classes and denomination and to
13, 61 and 64 and other applicable provisions, if any, of the
issue any shares of the original or further Share Capital of the
Companies Act, 2013, (including any statutory modification(s)
Company for the time being with such preferential, qualified
or re-enactment thereof for the time being in force), and the
or special rights, privileges or conditions attached thereto
rules framed thereunder (“the Act”) consent of the Members
respectively including rights to dividend in distribution of
of the Company, be and is hereby accorded to increase the
assets of the Company from time to time in accordance
existing Authorised Share Capital of the Company from
with the Articles of Association of the Company and subject
` 828,00,00,000 (Rupees Eight Hundred Twenty Eight Crore
to the provisions of the Companies Act, 2013, including
only) consisting of 57,80,00,000 (Fifty Seven Crore Eighty Lakh
any statutory amendment(s) or modification(s) thereto or
only) Equity Shares of ` 10 (Rupees Ten only) each aggregating
enactment(s) or re-enactment(s) thereof for the time being in
to ` 578,00,00,000 (Rupees Five Hundred and Seventy Eight
force and other applicable laws.”
Crore only) and 25,00,000 (Twenty Five Lakh only) Non-
Convertible Redeemable Cumulative Preference Shares of RESOLVED FURTHER THAT the Board of Directors of the
` 1,000 (Rupees One Thousand only) each aggregating to Company (hereinafter referred to as the “Board”, which
` 250,00,00,000 (Rupees Two Hundred and Fifty Crore only) shall include a duly constituted committee thereof including
TO ` 1090,39,00,240 (Rupees One Thousand Ninety Crore the Special Committee for the Resolution Plan or any other
Thirty Nine Lakh and Two Hundred Forty only) consisting of person authorized by the Board in this behalf) be and are
84,03,90,024 (Eighty Four Crore Three Lakh Ninety Thousand hereby severally authorized to do all such acts, deeds,
and Twenty Four only) Equity Shares of ` 10 (Rupees Ten matters and things as may be deemed proper, necessary, or
only) each aggregating to ` 840,39,00,240 (Rupees Eight expedient, including filing the requisite forms with Ministry of
Hundred Forty Crore Thirty Nine Lakh and Two Hundred Forty Corporate Affairs or submission of documents with any other
only) and 25,00,000 (Twenty Five Lakh only) Non-Convertible authority including the stock exchanges or the Securities and
Redeemable Cumulative Preference Shares of ` 1,000 (Rupees Exchange Board of India or the National Housing Bank or
One Thousand only) each aggregating to ` 250,00,00,000 the relevant Depositories, for the purpose of giving effect to
(Rupees Two Hundred and Fifty Crore only), by creation of up the above Resolution and for matters connected therewith or
to 26,23,90,024 (Twenty Six Crore Twenty Three Lakh Ninety incidental thereto;
Thousand Twenty Four only) Equity Shares of ` 10 (Rupees
Ten only) each including towards issuance and allotment of the RESOLVED FURTHER THAT the Board be and is hereby
Securities as part of the resolution plan for the Company under authorised to delegate all or any of its powers herein
the circular dated June 7, 2019 issued by the Reserve Bank of conferred by this resolution to committee of the Board, or
India on the Prudential Framework for Resolution of Stressed subject to applicable law to any Director or any one or more
Assets (the “Resolution Plan”) or otherwise; executives of the Company to give effect to this resolution.”
3
9. To approve conversion of Debt into Shares or Convertible Securities to the creditors which have extended such credit
instruments or other Securities facilities (the “Creditors”), such number of Securities as
may be determined by the Board, along-with all underlying
To consider and if thought fit, to pass, with or without voting rights (as applicable), and shall be subject to the
modification(s) the following Resolution as a Special applicable statutory and regulatory guidelines, pursuant to
Resolution: the Resolution Plan, where such conversion of debt to equity
and subsequent issuance and allotment of Securities may
“RESOLVED THAT pursuant to Sections 42, 62(1), 62(3), 71 result in a change in ownership of the Company;
and other applicable provisions, if any, of the Companies Act,
2013 and the rules made thereunder, including any statutory RESOLVED FURTHER THAT the Securities to be issued
modification(s) or re-enactment(s) thereof for the time pursuant to this resolution shall rank pari passu with the
being in force, and in accordance with the Memorandum of respective existing equity shares, or other securities of the
Association and Articles of Association of Dewan Housing Company, as the case may be, in all respects;
Finance Corporation Limited (the “Company”) and subject to
finalization of the Resolution Plan for the Company and all RESOLVED FURTHER THAT subject to the applicable
applicable circulars, notifications, guidelines issued by the provisions of the Companies Act, 2013 and in accordance
Securities and Exchange Board of India (“SEBI”), Reserve with the Memorandum of Association and Articles of
Bank of India (“RBI”), Stock Exchanges, National Housing Association of the Company and subject to all applicable
Bank (“NHB”), relevant Depositories and such other statutory/ circulars, notifications, guidelines issued by the Securities
regulatory authorities, including the Securities and Exchange and Exchange Board of India, Reserve Bank of India, stock
Board of India (Issue of Capital and Disclosure Requirements) exchanges, National Housing Bank, relevant Depositories
Regulations, 2009 (“SEBI ICDR Regulations”), the Securities and such other statutory/regulatory authorities, and all such
and Exchange Board of India (Substantial Acquisition of other approvals, permissions, consents and sanctions of
Shares and Takeovers) Regulations, 2011 (“SEBI SAST any authorities, as may be necessary, the Board be and is
Regulations”), applicable provisions of the Securities and hereby authorized to offer, issue and allot from time to time
Exchange Board of India (Listing Obligations and Disclosure to the Creditors the Securities pursuant to the terms of the
Resolution Plan, subject to the applicable statutory and
Requirements) Regulations, 2015 (“SEBI LODR Regulations”),
regulatory guidelines;
the Housing Finance Companies (National Housing Bank)
Directions, 2010, RBI Circulars, applicable rules, regulations,
RESOLVED FURTHER THAT the Board be and is hereby
notifications, amendments issued by Government of India,
authorized to accept such modifications and to accept such
RBI, NHB and any other regulatory or other appropriate
terms and conditions as may be imposed or required by
authorities as may be necessary, and subject to such terms,
the Creditors, if found suitable by the Board, arising from or
conditions and modifications, as may be prescribed by any
incidental to the aforesaid terms providing for such option
one of them while granting any such approval, consent,
and to do all such acts and things as may be necessary to
permission and / or sanction which may be agreed to by the
give effect to the above resolution;
Board, the consent, authority and approval of the Members
of the Company, including confirmation of actions taken RESOLVED FURTHER THAT for the purpose of giving effect
hitherto, be and is hereby accorded to convert whole or any to this resolution, the Board, be and is hereby authorised to
part of the outstanding under the credit facilities (including by do all such acts, deeds, matters and things, as it may in its
way of subscription to the debentures and other instruments absolute discretion deem necessary, proper or desirable as
issued by the Company, referred to as the “Facilities”) into may be required to create, offer, issue and allot the aforesaid
equity shares or other securities of the Company (collectively Securities, to dematerialize the Securities of the Company
shall be referred to as the “Securities”) on such price as may and to resolve and settle any question, difficulty or doubt that
be specified by the creditors of the Company in compliance may arise in this regard and to do all such other acts, deeds,
with all applicable laws, circulars, notifications, guidelines matters and things in connection or incidental thereto as the
issued by the Companies Act, 2013 and the rules framed Board in its absolute discretion may deem fit, without being
thereunder, the SEBI including the SEBI ICDR Regulations, required to seek any further consent or approval of or further
the SEBI SAST Regulations, applicable provisions of the SEBI referring to the Members of the Company or otherwise to the
LODR Regulations, RBI, Stock Exchanges, NHB, relevant end and intent that they shall be deemed to have given their
Depositories and such other statutory/regulatory authorities, approval thereto expressly by the authority of this resolution;
and any directions, circulars, applicable rules, regulations,
notifications, amendments issued by Government of India, RESOLVED FURTHER THAT the Board be and is hereby
and in furtherance thereof, for issuance and allotment of the also authorized to delegate all or any of the powers herein
4
conferred by this resolution on it, to the Special Committee as may be required and to resolve and settle any question,
for the Resolution Plan or any other committee of Directors difficulty or doubt that may arise in this regard and to do all
or any person or persons, as it may in its absolute discretion such other acts, deeds, matters and things in connection or
deem fit in order to give effect to this resolution.” incidental thereto as the Board in its absolute discretion may
deem fit, without being required to seek any further consent
10. To approve the amendment to Articles of Association or approval of or further referring to the Members or otherwise
of the Company to include therein, authority to appoint to the end and intent that they shall be deemed to have given
Nominee Director(s) of the Company their approval thereto expressly by the authority of the above
resolution;
To consider and if thought fit, to pass, with or without
modification(s) the following resolution as a Special RESOLVED FURTHER THAT the Board be and is hereby
Resolution: also authorized to delegate all or any of the powers herein
conferred by this resolution on it, to any committee of Directors
“RESOLVED THAT pursuant to finalization of the Resolution or any person or persons, as it may in its absolute discretion
Plan for the Company, the consent of the Members of the deem fit in order to give effect to the above resolution.”
Company, in accordance with Section 14 of the Companies
Act, 2013 and any other rules applicable thereof, to add the 11. To grant approval to sell, lease, dispose-off or otherwise
following clause as Clause 157A in the Articles of Association deal with the whole or part of the assets of the Company
of the Company:
To consider and if thought fit, to pass, with or without
“Notwithstanding anything to the contrary contained in these modification(s) the following resolution as a Special
Articles, so long as any moneys is owed by the Company Resolution:
to any of the banks, financial institutions or other lenders or
any guarantee given to any of the banks, financial institutions RESOLVED THAT subject to finalization of the Resolution Plan
or other lenders in respect of any financial obligation or for the Company and all applicable circulars, notifications,
commitment of the Company remains outstanding, then such guidelines issued by the Securities and Exchange Board
banks, financial institutions or other lenders, pursuant to the of India, Reserve Bank of India, Stock Exchanges, National
terms set out under the credit facility agreement, may appoint Housing Bank, relevant Depositories and such other
Nominee Director(s) on the Board of Company. The banks, statutory/regulatory authorities; such other applicable
financial institutions or other lenders may at any time and statutory provisions and regulations, if any, as amended from
from time to time remove the Nominee Director appointed by time to time and such other approvals, permissions, consents
it and may in the event of such removal and also in case of and sanctions of any authorities, as may be necessary, and
the Nominee Director ceasing to hold office for any reason subject to the terms, conditions and modifications, as may
whatsoever including resignation or death, appoint other or be prescribed under such approval, consent, permission
others to fill up the vacancy. Such appointment or removal and / or sanction which may be agreed to by the Board of
shall be made in writing by the banks, financial institutions or Directors of the Company (hereinafter referred to as the
other lenders and shall be delivered to the Company. Each “Board”, which shall any duly constituted committee thereof
such Nominee Director shall be entitled to attend all General and any person authorized by the Board in this behalf),
Meetings, Board Meetings and meetings of the Committee of consent of the Members be and is hereby accorded in terms
which such Nominee Director is a member and he and the of Section 180(1)(a) and other applicable provisions, if any, of
banks, financial institutions or such other lenders appointing the Companies Act, 2013 to the Board to sell, lease, dispose-
him shall also be entitled to receive notice of all such off or otherwise deal with the whole or part of the assets of the
meetings. The Nominee Director shall be entitled to exercise Company, wheresoever situated, present and future, as may
and enjoy all or any of the rights and privileges exercised be required under the Resolution Plan.
and enjoyed by the other Directors of the Company, including
payment of remuneration and traveling expenses, benefits of RESOLVED FURTHER THAT for the purpose of giving effect
any directors and officers insurances from the Company to to this resolution, the Board, be and is hereby authorised to
such Director. Additionally, such Nominee Directors shall not do all such acts, deeds, matters and things, as it may in its
be liable to retire by rotation.” absolute discretion deem necessary, proper or desirable
as may be required and to resolve and settle any question,
RESOLVED FURTHER THAT for the purpose of giving effect difficulty or doubt that may arise in this regard and to do all
to this resolution, the Board, be and is hereby authorised to such other acts, deeds, matters and things in connection or
do all such acts, deeds, matters and things, as it may in its incidental thereto as the Board in its absolute discretion may
absolute discretion deem necessary, proper or desirable deem fit, without being required to seek any further consent
5
or approval of or further referring to the Members or otherwise 4.

Body Corporate(s) intending to send their authorized
to the end and intent that they shall be deemed to have given representative(s) to attend the AGM are requested to send
their approval thereto expressly by the authority of the above to the Company or upload it on the e-voting portal, a certified
resolution; true copy of the relevant resolution / Power of Attorney
authorizing their representative(s) to attend and vote on their
RESOLVED FURTHER THAT the Board be and is hereby behalf at the AGM.
also authorized to delegate all or any of the powers herein 5.
An Explanatory Statement pursuant to Section 102(1)
conferred by this resolution on it, to any committee of Directors of the Companies Act, 2013, setting out material facts
or any person or persons, as it may in its absolute discretion relating to the Special Business under item no. 4 to 11 to
deem fit in order to give effect to the above resolution.” be transacted at the AGM is annexed hereto. Additional
Information in respect of Directors seeking re-appointment
By Order of the Board in terms of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
Kapil Wadhawan 2015 and Secretarial Standard on General Meetings
Chairman and Managing Director [SS-2] is provided as an Annexure to the Notice. Requisite
(DIN – 00028528) declarations have been received from the Directors seeking
re-appointment.
Registered Office:
Warden House, 2nd Floor, 6. The Register of Members and the Share Transfer books of
Sir P. M. Road, Fort, Mumbai - 400 001. the Company will remain closed from Sunday, September
CIN: L65910MH1984PLC032639 22, 2019 to Saturday, September 28, 2019 (both days
Tel No -022 7158 3333 inclusive) for the purpose of Annual General Meeting.
Email – secretarial@dhfl.com
7. Pursuant to the provisions of Sections 124 of the Companies
Place: Mumbai Act, 2013, rules made thereunder and Investor Education
Date: August 30, 2019 and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 read with the relevant circulars
and amendments thereto, the amount of dividend remaining
NOTES
unpaid or unclaimed for a period of 7 (seven) years from
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
the due date is required to be transferred to the Investor
ANNUAL GENERAL MEETING (AGM) IS ENTITLED TO
Education and Protection Fund (IEPF) as constituted by
APPOINT ANOTHER PERSON AS A PROXY TO ATTEND
the Central Government. The Company had accordingly
AND VOTE INSTEAD OF HIMSELF/HERSELF AND THAT
transferred on due date unclaimed final dividend of ` 8.69
THE PROXY NEED NOT BE A MEMBER. PROXIES TO
lakh for the financial year 2010-11 to Investor Education
BE EFFECTIVE MUST BE RECEIVED BY THE COMPANY
and Protection Fund (IEPF).
AT THE REGISTERED OFFICE OF THE COMPANY DULY
COMPLETED AND SIGNED, NOT LESS THAN FORTY Reminders are being sent to those members having unpaid/
EIGHT (48) HOURS BEFORE THE COMMENCEMENT unclaimed dividends before transfer of such dividend to
OF THE AGM. A PROXY SHALL NOT HAVE A RIGHT TO IEPF. Details of the unpaid/unclaimed dividend are also
SPEAK AT THE AGM. A PROXY FORM FOR THE AGM IS uploaded as per the requirements, on the website of the
ENCLOSED HEREWITH. Company i.e. www.dhfl.com.
2.
Pursuant to the provisions of the Companies Act, 2013 Members are requested to claim their unclaimed dividend,
and rules made thereunder, a person can act as a proxy if any, and for the purpose may correspond with the
on behalf of not more than fifty (50) Members and holding Secretarial Department or the Registrar and Share Transfer
in aggregate not more than ten percent of the total Share Agent.
Capital of the Company. The Members holding more than
Information in respect of unclaimed dividend for the three
ten percent of the total Share Capital of the Company may
years which are due for transfer to the IEPF is given below:
appoint a single person as proxy, who shall not act as a
proxy for any other Member. Financial Year ended Date of Due for
3. Every Member during the period beginning twenty-four (24) Declaration Transfer on
hours before the time fixed for the commencement of the 2011-2012 (Final) 27/07/2012 02/09/2019
AGM and ending with the conclusion of the AGM, would be 2012-2013 (Interim) 22/10/2012 28/11/2019
entitled to inspect the proxies lodged at any time during the 2012-2013 (Final) 23/07/2013 29/08/2020
business hours of the Company (i.e. between 10.00 a.m. to
2013-2014 (Interim) 20/01/2014 26/02/2021
5.00 p.m.), provided that not less than three (3) days prior
2013-2014 (Final) 24/07/2014 30/08/2021
notice in writing is given to the Company.
6
8. Members to further note that as per the provisions of Section Company, whose e-mail id is registered with Registrar and
124 of the Companies Act, 2013 read with the Investor Share Transfer Agent or Depository Participant, unless any
Education & Protection Fund Authority (Accounting, Audit, Member has requested for a physical copy of the same. For
Transfer and Refund) Rules 2016, the shares in respect the Members who have not registered their e-mail id, physical
of which the dividend has not been claimed for seven (7) copies of Annual Report for the financial year 2018-19, along
consecutive years shall be transferred by the Company to with the Notice of Thirty Fifth (35th) AGM, inter-alia, indicating
the designated Demat account of the IEPF Authority. the process and manner of remote e-voting, along with the
attendance slip, proxy form and route map are being sent by

Pursuant to the provisions of Section 124(6) of the other permissible mode.
Companies Act, 2013 and the rules made thereunder,
the Company has transferred in aggregate 84,764 equity 11.
We hereby request the Members of the Company to
shares of Rs. 10 each to designated demat account of IEPF update their e-mail address to enable the Company to
Authority, established by the Central Government in respect send communications electronically.
of which the dividend remained unpaid / unclaimed for a
period of seven consecutive years i.e. from 2010-11 till the 12. Members may also note that the Notice of the Thirty Fifth
due date of October 1, 2018 after following the prescribed (35th) AGM will be available on the Company’s website; at
procedure. URL https://www.dhfl.com/docs/default-source/investors/
agm-egm-notices-and-results/35th-annual-general-meeting-

Further, all the shareholders, who have not claimed/ notice.pdf and the website of National Securities Depository
encashed their dividends in the last seven consecutive Limited at www.evoting.nsdl.com. Annual Report for financial
years from 2012, are requested to claim the same. In case year 2018-19 will be available at URL https://www.dhfl.com/
valid claim is not received by that date, the Company docs/default-source/investors/annual-reports/2018-2019/
shall proceed to transfer the respective shares to the IEPF dhfl-annual-report-fy-2018-19.pdf
account as per the provisions of IEPF Rules. The Company
has also informed the concerned shareholders individually 13. Even after registering for e-communication, the Members
and has also published the notice in this respect in the are entitled to receive such communication/documents
newspaper pursuant to the provisions of IEPF Rules. in physical form, upon making a request for the same, by
The details of such shareholders and shares due to be post, free of cost. For any communication/information, the
transferred have also been uploaded on the website of the Members may also send requests to the Company at e-mail
Company. id: secretarial@dhfl.com.
9. (a)
Securities and Exchange Board of India (SEBI) has 14.
All relevant documents referred in this Notice and the
mandated the submission of Permanent Account Explanatory Statement shall be open for inspection by
Number (PAN) by every participant in securities the Members at the Registered Office, Corporate Office
market. Members holding shares in electronic form and National Office of the Company during the business
are, therefore, requested to submit their PAN to hours (2.00 p.m. to 5.00 p.m.) on all working days (except
their Depository Participants with whom they are Saturdays, Sundays and public holidays) upto and including
maintaining their demat account. Members holding the date of AGM.
shares in physical form can submit their PAN details
15.
The Register of Directors and Key Managerial Personnel
to the Company or to the Registrar and Share Transfer
and their shareholding maintained under Section 170
Agent.
of the Companies Act, 2013, Register of Contracts or
(b) SEBI has also mandated that for registration of transfer arrangements in which directors are interested maintained
of securities, the transferor(s) and transferee(s) shall under Section 189 of the Companies Act, 2013 will be
furnish a copy of their PAN card to the Company for available for inspection by the Members at the AGM.
registration of transfer of securities.
16.
The certificate from the Statutory Auditors certifying that
10.
In support of the Green Initiative announced by the the Employees Stock Options Schemes and Employee
Government of India, as per the provisions of the Companies Stock Appreciation Rights Plan are being implemented
Act, 2013 and rules made thereunder and as per the in accordance with the provisions of the Securities and
provisions of Regulation 36 of Securities and Exchange Board Exchange Board of India (Share Based Employee Benefits)
of India (Listing Obligations and Disclosure Requirements) Regulations 2014 and the resolutions passed by the
Regulations, 2015, electronic copy of the Annual Report for Members of the Company, shall be available for inspection
the financial year 2018-19, along with the Notice of Thirty Fifth by the Members at the AGM.
(35th) AGM, inter-alia, indicating the process and manner of
17.
Member(s)/Proxy(ies)/Authorised Representative(ies) are
remote e-voting, along with the attendance slip, proxy form
requested to bring their Annual Report along with duly filled
and route map are being sent to all the Members of the
attendance slips to the AGM.
7
18. In case of joint holders attending the AGM, only such joint 2.
Once the home page of e-Voting system is
holder whose name appears first in order of names will be launched, click on the icon “Login” which is
entitled to vote. available under ‘Shareholders’ section.
19.
Members holding shares in single name and physical 3. A new screen will open. You will have to enter your
form are advised to make nomination in respect of their User ID, your Password and a Verification Code
shareholding in the Company. The nomination form can be as shown on the screen.
downloaded from the Company’s website at URL- https://
www.dhfl.com/docs/default-source/investors/nomination- Alternatively, if you are registered for NSDL
form/nomination-form.pdf Members who hold shares singly eservices i.e. IDEAS, you can log-in at https://
in Dematerialised form are advised to make a nomination eservices.nsdl.com/ with your existing IDEAS
through their Depository Participant. login. Once you log-in to NSDL eservices after
using your log-in credentials, click on e-Voting
20. Members who hold shares in physical form in multiple folios
and you can proceed to Step 2 i.e. Cast your vote
in identical names or joint holding in the same order of names
electronically.
are requested to send the details of such folios together
with their share certificates to Registrar and Share Transfer 4. Your User ID details are given below:
Agents, for consolidation of their holding into single folio.
Manner of holding Your User ID is:
21. Members who wish to seek any information on the financial shares i.e. Demat
statements of the Company or have any query(ies) relating (NSDL or CDSL) or
thereto may write to the Company at secretarial@dhfl.com or Physical
to the Secretarial Department, at an early date to enable the a) For Members who 8 Character DP ID followed
management to keep the information ready for responding hold shares in by 8 Digit Client ID
at the AGM. demat account with
NSDL. For example if your DP ID
22. Voting Process is IN300*** and Client ID is
12****** then your user ID
A. Voting through electronic means: is IN300***12******.
Pursuant to the provisions of Section 108 of the b) For Members who 16 Digit Beneficiary ID
Companies Act, 2013, Rule 20 of the Companies hold shares in
(Management and Administration) Rules 2014, demat account with For example if your
CDSL. Beneficiary ID is
as substituted by the Companies (Management
12************** then your
and Administration) Amendment Rules, 2015 and user ID is 12**************
Regulation 44 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) c) For Members EVEN Number followed by
holding shares in Folio Number registered
Regulations, 2015, the Company is pleased to provide
Physical Form. with the company
to its Members, facility to exercise their right to vote on
resolutions proposed to be considered at the ensuing For example if folio number
AGM by electronic means i.e. “remote e-voting”. The is 001*** and EVEN is
101456 then user ID is
facility of casting the votes by the Members using an
101456001***
electronic voting system from a place other than venue
of the AGM (“remote e-voting”) will be provided by 5. Your password details are given below:
National Securities Depository Limited (NSDL). The
a)
If you are already registered for e-Voting,
details of the process and manner of remote e-voting is
then you can use your existing password to
explained herein below:
login and cast your vote.
Step 1 : Log-in to NSDL e-Voting system at https://www.
b) If you are using NSDL e-Voting system for the
evoting.nsdl.com/
first time, you will need to retrieve the ‘initial
Step 2 : Cast your vote electronically on NSDL e-Voting password’ which was communicated to you.
system. Once you retrieve your ‘initial password’,
Details on Step 1 are mentioned below: you need to enter the ‘initial password’ and
the system will force you to change your
I. How to Log-in to NSDL e-Voting website? password.
1.
Visit the e-Voting website of NSDL. Open web
c) How to retrieve your ‘initial password’?
browser by typing the following URL: https://www.
evoting.nsdl.com/ either on a Personal Computer (i) If your email ID is registered in
or on a mobile. your demat account or with the
8
company, your ‘initial password’ is 4. Now you are ready for e-Voting as the Voting page
communicated to you on your email opens.
ID. Trace the email sent to you from
5. Cast your vote by selecting appropriate options
NSDL from your mailbox. Open the
i.e. assent or dissent, verify/modify the number
email and open the attachment i.e.
of shares for which you wish to cast your vote
a .pdf file. Open the .pdf file. The
and click on “Submit” and also “Confirm” when
password to open the .pdf file is your
prompted.
8 digit client ID for NSDL account,
last 8 digits of client ID for CDSL 6.
Upon confirmation, the message “Vote cast
account or folio number for shares successfully” will be displayed.
held in physical form. The .pdf file 7. You can also take the printout of the votes cast
contains your ‘User ID’ and your by you by clicking on the print option on the
‘initial password’. confirmation page.
(ii) If your email ID is not registered, your 8. Once you confirm your vote on the resolution, you
‘initial password’ is communicated to will not be allowed to modify your vote.
you on your postal address.
The remote e-voting period commences from
III.
6. If you are unable to retrieve or have not received the Wednesday, September 25, 2019 (9.00 a.m. IST)
“ Initial password” or have forgotten your password: and ends on Friday, September 27, 2019 (5.00
p.m. IST). During this period, the Members of the
a)
Click on “Forgot User Details/Password?” Company holding shares either in physical form or
(If you are holding shares in your demat in dematerialized form as on the “cut-off date” being
account with NSDL or CDSL) option Saturday, September 21, 2019, may cast their vote
available on www.evoting.nsdl.com. through remote e-voting. Any person who is not a
Member as on the cut-off date should treat this Notice
b) “Physical User Reset Password?” (If you
for information purposes only. The remote e-voting
are holding shares in physical mode) option
module shall be disabled / blocked by NSDL for voting
available on www.evoting.nsdl.com.
thereafter. Login to the e-voting website will be disabled
c) If you are still unable to get the password upon five unsuccessful attempts to key in the correct
by aforesaid two options, you can send a password. In such an event, you will have to go through
request at evoting@nsdl.co.in mentioning the ‘Forget Password’ option available on www.evoting.
your demat account number/folio number, nsdl.com to reset the password.
your PAN, your name and your registered
IV. In case of any queries, you may refer the Frequently
address.
Asked Questions (FAQs) for Shareholders and e-voting
7. After entering your password, tick on Agree to user manual for Shareholders available at the download
“Terms and Conditions” by selecting on the check section of www.evoting.nsdl.com or call on toll free
box. no.: 1800-222-990 or send a request at evoting@nsdl.
co.in. In case of any queries or grievances connected
8. Now, you will have to click on “Login” button. with e-voting, Members may contact Mr. Dnyanesh
Gharote on telephone no. 022 - 49186000 or at email
9. After you click on the “Login” button, Home page
id:- dnyanesh.gharote@linkintime.co.in.
of e-Voting will open.
V. Any person, who acquires shares of the Company and
II. Step 2 - How to cast your vote electronically on
becomes Member of the Company after dispatch of
NSDL e-Voting system?
the Notice and holds shares as of the cut-off date i.e.
1. After successful login at Step 1, you will be able to Saturday, September 21, 2019 may obtain the login ID
see the Home page of e-Voting. Click on e-Voting. and password by sending a request at rnt.helpdesk@
Then, click on Active Voting Cycles. linkintime.co.in or evoting@nsdl.co.in by mentioning
their Folio No.(s)/ DP ID and Client id No.(s), however,
2. After click on Active Voting Cycles, you will be if you are already registered with NSDL for remote
able to see all the companies “EVEN” in which e-voting then you can use your existing user id and
you are holding shares and whose voting cycle is password for casting your vote.
in active status.
It is strongly recommended not to share your password
3. Select “EVEN” of company for which you wish to with any other person and take utmost care to keep
cast your vote. your password confidential.
9
B. Voting at the AGM: 24.

Mrs. Jayshree S. Joshi (FCS No. 1451), Proprietress of
M/s. Jayshree Dagli & Associates, Practising Company
I. Pursuant to the provisions of Rule 20 of Companies
(Management and Administration) Rules 2014, Secretaries, Mumbai has been appointed as the Scrutinizer
as substituted by the Companies (Management to scrutinize the voting process (both remote e-voting and
and Administration) Amendment Rules, 2015, the voting process at the AGM) in a fair and transparent manner.
Company is also offering the facility for voting
through ballot paper at the AGM. 25.
The Scrutinizer shall immediately, after the conclusion of
voting at AGM, will first count the votes cast at the AGM,
II.
Members attending the AGM, who are entitled thereafter unblock the votes cast through remote e-voting in
to vote, but have not cast their vote by remote the presence of at least two witnesses not in the employment
e-voting, shall be able to exercise their voting of the Company. Scrutinizer shall, submit a scrutinizer’s
rights at the AGM through ballot paper. A Member
report of the total votes cast in favour or against, if any, to
may attend the AGM even after exercising his/her
the Chairman & Managing Director or to a person authorized
right to vote through remote e-voting but shall not
be allowed to cast their vote again at the AGM. by the Chairman & Managing Director in writing, who shall
countersign the same and declare the results of the voting
III. The Chairman shall, at the AGM, at the end of forthwith within 48 hours of conclusion of the Annual General
discussion on the resolutions on which voting is Meeting.
to be held, allow voting with the assistance of
scrutinizer, by use of ballot paper for all those 26.
The results as declared by the Chairman & Managing
Members who are present at the AGM but have Director or a person authorized by the Chairman & Managing
not cast their votes by availing the Remote Director in writing, along with the Scrutinizer’s Report shall
e-voting facility. be immediately placed on the website of the Company i.e.
www.dhfl.com and NSDL after the declaration of results. The
23. The voting rights of the Members shall be in proportion to the
shares held by them on the paid up equity share capital of the results shall also be simultaneously communicated to BSE
Company as on cut-off date, being Saturday, September 21, Limited and National Stock Exchange of India Ltd.
2019. A person whose name is recorded in the Register of
Members or in the Register of beneficial owners maintained 27. The resolutions listed in the Notice of the Thirty Fifth (35th)
by the depositories as on cut-off date only shall be entitled AGM shall be deemed to be passed on the date of the AGM,
to avail the facility of remote e-voting or voting at the AGM subject to the receipt of the requisite number of votes in
through ballot paper. favour of the respective resolutions.
10
ANNEXURE TO THE NOTICE Brief details of Mr. Alok Kumar Misra, the nature of his expertise,
EXPLANATORY STATEMENT PURSUANT TO SECTION 102 and the names of companies he holds directorship along with
the details of membership / chairmanship on various committees
OF THE COMPANIES ACT, 2013
of the Board of other companies, shareholding in the Company,
relationship between the directors inter-se and other details are
ITEM NO. 4
annexed to this Notice.
To approve appointment of Mr. Alok Kumar Misra
(DIN: 00163959) as an Independent Director of the Company
The Company has received from Mr. Alok Kumar Misra his consent
to act as Director of the Company along with a declaration to the
Mr. Alok Kumar Misra (DIN: 00163959) aged 66 years, was
effect that he meets the criteria of independence as provided
appointed as an Additional Director in the category of Independent
in Section 149 of the Act and Regulation 25(8) of the Securities
Director of the Company, effective from March 26, 2019 by the
and Exchange Board of India (Listing Obligations and Disclosure
Board of Directors of the Company on the recommendation of the
Requirements) Regulations, 2015 (as amended from time to time)
Nomination & Remuneration Committee (“NRC”). In accordance
(“SEBI Listing Regulations”) and an intimation to the effect that he
with the provisions of Section 161 of Companies Act, 2013 (“the is not disqualified from being appointed as a Director in terms of
Act”), he continues to hold office up to the date of the 35th Annual Section 164(2) of the Act and also a confirmation that he satisfies
General Meeting (“AGM”) and is eligible to be appointed as an the fit and proper criteria as prescribed under Housing Finance
Independent Director for a term upto five consecutive years. Companies – Corporate Governance (National Housing Bank)
Mr. Alok Kumar Misra is the Chairman of the Audit Committee, Directions, 2016.
Corporate Social Responsibility Committee and a Member
of Nomination and Remuneration Committee, Stakeholders’ The Board, as per the recommendation of the NRC, considers
Relationship Committee, Finance Committee, Special Committee that, keeping in view his vast experience, his association as an
for Sale of Strategic Investments, Review Committee [for Independent Director on the Board of Directors of the Company
declaration of Wilful Defaulters to Credit Information Companies would be of immense benefit to the Company and therefore it is
(CICs)] and Chairman of Special Committee for Resolution Plan of desirable to appoint Mr. Alok Kumar Misra as an Independent
the Board of Directors of the Company. Director, of the Company for a term of five consecutive years, with
effect from March 26, 2019 and he shall not be liable to retire by
Mr. Alok Kumar Misra is a seasoned and accomplished banker rotation.
with a distinguished career spanning for more than four decades
during which he handled a wide range of activities pertaining to In the opinion of the Board, Mr. Alok Kumar Misra fulfills the
commercial banks in various high level capacities culminating conditions specified in the Act and rules made thereunder for
as the Chairman & Managing Director (CMD) of Bank of India, his appointment as an Independent Director of the Company,
from where he finally demitted his office in September, 2012. he is not debarred from holding the office of director by virtue
Mr. Misra has also served as the Chairman of the Indian Bank of any SEBI order or any other authority; and he is independent
Association. He has done a Masters in Statistics & holds Post of the management. Copy of the draft letter of appointment of
Graduate Diploma in Personnel Management from FMS, Delhi Mr. Alok Kumar Misra as Independent Director setting out terms
University and Certified Associate of Indian Institute of Bankers and conditions is available for inspection without any fee by the
(CAIIB). He is also the fellow member of Certified Institute of Members at the Registered Office, Corporate Office and National
Office of the Company on all working days (except Saturdays,
Bankers of Scotland (FCIBS), Zambian Institute of Bankers (FZIB),
Sundays and public holidays) between 2.00 p.m. to 5.00 p.m.
and an associate member of Australasian Institute of Banking &
upto the date of the Annual General Meeting.
Finance (AAIBF). He started his career as a probationary officer
in Bank of India and went on to have an illustrious professional
Except for Mr. Alok Kumar Misra to whom the resolution relates
innings spanning over 38 years in Banking Industry, during which
and his relatives (to the extent of their shareholding interest in
he headed various banking operations, including in charge of the Company), none of the other Directors, Promoters and Key
Bank of India’s international operations as its General Manager Managerial Personnel of the Company and their relatives are
(International), as a Managing Director of Indo-Zambia Bank Ltd, concerned or interested, financially or otherwise, in the resolution.
as an Executive Director of Canara Bank, before his elevation to
CMD of Oriental Bank of Commerce and CMD of Bank of India. This explanatory statement along with the additional information
Throughout his career, he has been known as a dynamic leader as per Regulation 36 of the SEBI Listing Regulations and
and a true team-man. Mr. Misra is an astute Banker of High repute, Secretarial Standard 2 on General Meetings issued by Institute
a committed professioal with strong leadership qualities, expertise of Company Secretaries of India (ICSI), as annexed herewith may
in Finance, Accounting, Management and Administrative matters, also be regarded as disclosure under the provisions of the Act
Corporate Governance and Risk Management. and SEBI Listing Regulations.
11
ITEM NO. 5 The Board, as per the recommendation of the NRC, considers
To approve appointment of Mr. Sunjoy Joshi (DIN: that, keeping in view his vast experience, his association as an
00449318) as an Independent Director of the Company Independent Director on the Board of Directors of the Company
would be of immense benefit to the Company and therefore it is
Mr. Sunjoy Joshi (DIN: 00449318) aged 60 years, was appointed desirable to appoint Mr. Sunjoy Joshi as an Independent Director
as an Additional Director in the category of Independent Director of the Company for a term of five consecutive years, with effect
of the Company, effective from March 26, 2019 by the Board from March 26, 2019 and he shall not be liable to retire by rotation.
of Directors of the Company on the recommendation of the
Nomination & Remuneration Committee (“NRC”). In accordance In the opinion of the Board, Mr. Sunjoy Joshi fulfils the conditions
with the provisions of Section 161 of Companies Act, 2013 specified in the Act and rules made thereunder for his appointment
(“the Act”), he shall hold office up to the date of the 35th Annual as an Independent Director of the Company, he is not debarred
General Meeting (“AGM”) and is eligible to be appointed as an from holding the office of director by virtue of any SEBI order or
Independent Director for a term upto five consecutive years. any other authority; and he is independent of the management.
Mr. Sunjoy Joshi is the Chairman of the Nomination & Remuneration Copy of the draft letter of appointment of Mr. Sunjoy Joshi as
Committee and Risk Management Committee and a Member of Independent Director setting out terms and conditions is available
Audit Committee, Stakeholders’ Relationship Committee, Finance for inspection without any fee by the Members at the Registered
Committee and Review Committee (for declaration of Wilful Office, Corporate Office and National Office of the Company on
Defaulters to Credit Information Companies (CICs) of the Board of all working days (except Saturdays, Sundays and public holidays)
Directors of the Company. between 2.00 p.m. to 5.00 p.m. upto the date of the AGM.
Mr. Sunjoy Joshi heads the Observer Research Foundation Except for Mr. Sunjoy Joshi to whom the resolution relates and
(ORF), New Delhi as its Chairman and Chief Executive. His own his relatives (to the extent of their shareholding interest in the
field of work is in Energy and Environment, on which he speaks, Company), none of the other Directors, Promoters and Key
writes and comments regularly. He looks at non-traditional Managerial Personnel of the Company and their relatives are
security threats and the challenges to growth and employment concerned or interested, financially or otherwise, in the resolution.
faced by emerging economies in a world facing technological
disruption on a scale never experienced before. As a member This explanatory statement along with the additional information
of the Indian Administrative Service, he has had long experience as per Regulation 36 of the SEBI Listing Regulations and
in Development and Economic policies of the Government of Secretarial Standard 2 on General Meetings issued by Institute
India. He has been Visiting Associate at the International Institute of Company Secretaries of India (ICSI), as annexed herewith may
of Strategic Studies, London and Distinguished Visitor to the also be regarded as disclosure under the provisions of the Act
Program on Energy and Sustainable Development, University of and SEBI Listing Regulations.
Stanford. He takes keen interest in social development initiatives
as Vice President of the Mountain Children’s Foundation, a not for
ITEM NO. 6
profit organization working with disadvantaged rural children in To approve appointment of Dr. Deepali Pant Joshi (DIN:
the Himalayas. 07139051) as an Independent Director of the Company
Brief details of Mr. Sunjoy Joshi, the nature of his expertise, and Dr. Deepali Pant Joshi (DIN: 07139051) aged 61 years, was
the names of companies he holds directorship along with the appointed as an Additional Director in the category of Independent
details of membership / chairmanship on various committees Director of the Company, effective from May 8, 2019 by the Board
of the Board of other companies, shareholding in the Company, of Directors of the Company on the recommendation of the
relationship between the directors inter-se and other details are Nomination & Remuneration Committee (“NRC”). In accordance
annexed to this Notice. with the provisions of Section 161 of Companies Act, 2013 (“the
Act”), she shall hold office up to the date of the 35th Annual
The Company has received from Mr. Sunjoy Joshi his consent to General Meeting (“AGM”) and is eligible to be appointed as an
act as Director of the Company along with a declaration to the Independent Director for a term upto five consecutive years.
effect that he meets the criteria of independence as provided
in Section 149 of the Act and Regulation 25(8) of the Securities Dr. Deepali Pant Joshi served as an Executive Director of the
and Exchange Board of India (Listing Obligations and Disclosure Reserve Bank of India from January 2013 till December 2017. As
Requirements) Regulations, 2015 (as amended from time to time), an Executive Director, she held responsibility for the department
(“SEBI Listing Regulations”) and an intimation to the effect that he of Currency Management. She was in charge of the RBI Legal
is not disqualified from being appointed as a Director in terms of Department and was the Chief Appellate Authority under the
Section 164(2) of the Act and also a confirmation that he satisfies Right to Information Act. She also held charge of the Customer
the fit and proper criteria as prescribed under Housing Finance Education and Protection Department and the Rural Planning
Companies – Corporate Governance (National Housing Bank) Credit Department and the Financial Inclusion and Development
Directions, 2016. Department. An economist by training within the Central Bank,
12
she holds a Doctorate from the University of Allahabad as also and conditions is available for inspection without any fee by the
Law and Management degrees and is a fellow of the Harvard Members at the Registered Office, Corporate Office and National
University Asia Centre. She has served on the Boards of the Office of the Company on all working days (except Saturdays,
Andhra Bank as the RBI Nominee Director and on the Boards Sundays and public holidays) between 2.00 p.m. to 5.00 p.m.
of the Institute of Banking Personnel Selection (IBPS) and upto the date of the AGM.
the Bhartiya Note Mudran Press Ltd (BRBNMPL). In a career
spanning 36 years, she held several senior and responsible Except for Dr. Deepali Pant Joshi to whom the resolution relates
positions as Regional Director for the State of Rajasthan, Chief and her relatives (to the extent of their shareholding interest in
General Manager Currency for Andhra Pradesh and Banking the Company), none of the other Directors, Promoters and Key
Ombudsman for the State of Andhra Pradesh, Principal Bankers Managerial Personnel of the Company and their relatives is
Training College BTC Mumbai. She has authored several books on concerned or interested, financial or otherwise, in the resolution.
Financial Inclusion and Rural credit. Post retirement she works as
an Independent strategy consultant. She has lectured extensively This explanatory statement along with the additional information
both in Indian and Foreign Universities. She is deeply committed as per Regulation 36 of the SEBI Listing Regulations and
to the Financial Sector to expanding its frontiers and creating Secretarial Standard 2 on General Meetings issued by Institute
safety and choices for the consumers i.e. fostering innovative of Company Secretaries of India (ICSI), as annexed herewith may
and inclusive finance. She has a great deal of administrative and also be regarded as disclosure under the provisions of the Act
policy making experience both in the crafting of policy and in its and SEBI Listing Regulations.
implementation at ground level.
ITEM NO. 7
Brief details of Dr. Deepali Pant Joshi, the nature of her expertise, To approve appointment of Mr. Srinath Sridharan
and the names of companies she holds directorship along with (DIN: 03359570) as a Non-Executive Director of the Company
the details of membership / chairmanship on various committees
of the Board of other companies, shareholding in the Company, Mr. Srinath Sridharan (DIN: 03359570) aged 44 years, was
relationship between the directors inter-se and other details are appointed as an Additional Director in the category of Non-
annexed to this notice. Executive Director of the Company effective from March 26, 2019
by the Board of Directors of the Company on the recommendation
The Company has received from Dr. Deepali Pant Joshi her consent of Nomination & Remuneration.Committee (“NRC”). In accordance
to act as Director of the Company along with a declaration to the with the provisions of Section 161 of Companies Act, 2013
effect that she meets the criteria of independence as provided (“the Act”), he shall hold office up to the date of the 35th Annual
in Section 149 of the Act and Regulation 25(8) of the Securities General Meeting (“AGM”) and is eligible to be appointed as a
and Exchange Board of India (Listing Obligations and Disclosure Non-Executive Director. Mr. Srinath Sridharan is Chairman of the
Requirements) Regulations, 2015 (as amended from time to Stakeholders’ Relationship Committee and a Member of Audit
time), (“SEBI Listing Regulations”) and an intimation to the effect Committee, Nomination & Remuneration Committee, Corporate
that she is not disqualified from being appointed as a Director in Social Responsibility Committee, Risk Management Committee,
terms of Section 164(2) of the Act and also a confirmation that she Finance Committee, Special Committee for Sale of Strategic
satisfies the fit and proper criteria as prescribed under Housing Investments and Special Committee for Resolution Plan of the
Finance Companies – Corporate Governance (National Housing Board of Directors of the Company.
Bank) Directions, 2016.
Mr. Srinath Sridharan is a member of the Group Management
The Board, as per the recommendation of the NRC, considers Council (GMC) at Wadhawan Global Capital Limited, the
that, keeping in view her vast experience, her association as an promoter company of the Company. He anchors the growth of
Independent Director on the Board of Directors of the Company Wadhawan Global Capital’s businesses with one key focus –
would be of immense benefit to the Company and therefore it is robust value creation. He serves as the custodian for all business
desirable to appoint Dr. Deepali Pant Joshi as an Independent relationships in current and prospective business areas across
Director of the Company for a term of five consecutive years, with the global ecosystem. Exploring unconventional strategic
effect from May 8, 2019 and she shall not be liable to retire by initiatives and evaluating potential acquisitions, alliances and
rotation. complementary distribution synergies, he works on stakeholder
value enhancement. He has served as a strategic counsel for over
In the opinion of the Board, Dr. Deepali Pant Joshi fulfils the two decades with leading corporates and has steered growth in
conditions specified in the Act and rules made thereunder for her the Wadhawan group since the past 12 years. His experience
appointment as an Independent Director of the Company, she is spans diverse sectors and leading brands such as Hyundai and
not debarred from holding the office of director by virtue of any Welspun. He brings a keen understanding of market dynamics
SEBI order or any other such authority; and she is independent and consumer trends that are key for business expansion and
of the management. Copy of the draft letter of appointment of new forays. Over the past 12 years with the Wadhawan group, he
Dr. Deepali Pant Joshi as Independent Director setting out terms has encompassed rich executive leadership roles. A passionate
13
leader with a keen people focus, he has led multiple cross- banks, financial institutions, and institutional and other investors
functional teams across diverse industry projects simultaneously. (collectively referred to as the “Creditors”) on terms set out
A strong advocate of consumerism, he believes in responsible, under multiple facility agreements, debenture deeds and other
all-inclusive consumer access. He is known to provide unique documents (collectively referred to as the “Debt Documents”).
perspectives that blend consumer-driven strategy, financial
acumen and risk management in a seamless manner. As part of resolution plan for resolution of stress in the Company
pursuant to the directions set out under the Reserve Bank of
Brief details of Mr. Srinath Sridharan, the nature of his expertise, India (Prudential Framework for Resolution of Stressed Assets)
and the names of companies he holds directorship along with Directions 2019 (the “Stressed Asset Directions”) issued by the
the details of membership / chairmanship on various committees Reserve Bank of India (the “Resolution Plan”), conversion of the
of the Board of other companies, shareholding in the Company, whole or part of the Facilities into equity shares or other securities
relationship between the directors inter-se and other details are of the Company (the “Securities”) is under discussions between
annexed to this Notice. the Creditors and the Company. In view of this, it is proposed
to increase the Authorised Share Capital of the Company from
The Company has received from Mr. Srinath Sridharan his consent ` 828,00,00,000 (Rupees Eight Hundred Twenty Eight Crore
to act as Director of the Company and an intimation to the effect only) consisting of 57,80,00,000 (Fifty Seven Crore Eighty Lakh
that he is not disqualified from being appointed as a Director in only) Equity Shares of ` 10 (Rupees Ten only) each aggregating
terms of Section 164(2) of the Act and also a confirmation that he to ` 578,00,00,000 (Rupees Five Hundred and Seventy Eight
satisfies the fit and proper criteria as prescribed under Housing Crore only) and 25,00,000 (Twenty Five Lakh only) Non-
Finance Companies – Corporate Governance (National Housing Convertible Redeemable Cumulative Preference Shares of
Bank) Directions, 2016. ` 1,000 (Rupees One Thousand only) each aggregating to
` 250,00,00,000 (Rupees Two Hundred and Fifty Crore only) TO
The Board, as per the recommendation of the NRC, considers ` 1090,39,00,240 (Rupees One Thousand Ninety Crore Thirty Nine
that, keeping in view his vast experience, his association as a Lakh and Two Hundred Forty only) consisting of 84,03,90,024
Non-Executive Director on the Board of Directors of the Company (Eighty Four Crore Three Lakh Ninety Thousand and Twenty Four
would be of immense benefit to the Company and therefore it is only) Equity Shares of ` 10 (Rupees Ten only) each aggregating to
desirable to appoint Mr. Srinath Sridharan as a Non-Executive ` 840,39,00,240 (Rupees Eight Hundred Forty Crore Thirty Nine Lakh
Director of the Company with effect from March 26, 2019 and his and Two Hundred Forty only) and 25,00,000 (Twenty Five Lakh only)
office shall be liable to retire by rotation. Non-Convertible Redeemable Cumulative Preference Shares of
` 1,000 (Rupees One Thousand only) each aggregating to
In the opinion of the Board, Mr. Srinath Sridharan fulfils the ` 250,00,00,000 (Rupees Two Hundred and Fifty Crore only),
conditions specified in the Act and rules made thereunder for his by creation of up to 26,23,90,024 (Twenty Six Crore Twenty
appointment as an Non-Executive Director of the Company, he is Three Lakh Ninety Thousand Twenty Four only) Equity Shares of
not debarred from holding the office of director by virtue of any ` 10 (Rupees Ten only) each.
SEBI order or any other such authority.
The increase in the Authorised Share Capital of the Company
Except for Mr. Srinath Sridharan to whom the resolution relates would require a consequential amendment to the Memorandum
and his relatives (to the extent of their shareholding interest in of Association of the Company which requires the approval of the
the Company), none of the other Directors, Promoters and Key Members of the Company by means of Special Resolution.
Managerial Personnel of the Company and their relatives is
concerned or interested, financial or otherwise, in the resolution. Accordingly, the Board of Directors recommends the passing of
Special Resolution in relation to the said increase in the Authorised
This explanatory statement along with the additional information Share Capital of the Company and consequential amendment to
as per Regulation 36 of the SEBI Listing Regulations and the Memorandum of Association of the Company as set out at
Secretarial Standard 2 on General Meetings issued by Institute Item No. 8 of this Notice.
of Company Secretaries of India (ICSI), as annexed herewith may
also be regarded as disclosure under the provisions of the Act A duly altered draft copy of the Memorandum of Association of
and SEBI Listing Regulations. the Company is available at the Registered Office, Corporate
Ofice and National Office of the Company for inspection of the
Item No. 8 Members on all working days (except Saturdays, Sundays and
To approve increase in Authorized Share Capital and Alteration public holidays) between 2.00 p.m. and 5.00 p.m.
of Memorandum of Association of the Company
None of the Directors, Key Managerial Personnel and their
The Company has availed of financial assistances in the form relatives are, in any way, concerned or interested, financially or
of various credit facilities, including by way of issuance of otherwise, in the resolution set out at Item No. 8 of this Notice
debt securities (collectively referred to as the “Facilities”), from except to the extent of their shareholding in the Company.
14
Item No. 9 debt securities (collectively referred to as the “Facilities”), from

To approve conversion of Debt into Shares or Convertible banks, financial institutions, and institutional and other investors
instruments or other Securities (collectively referred to as the “Creditors”) on terms set out
under multiple facility agreements, debenture deeds and other
The Company has availed of financial assistances in the form documents (collectively referred to as the “Debt Documents”).
of various credit facilities, including by way of issuance of
debt securities (collectively referred to as the “Facilities”), from To resolve the liquidity crunch ensuing in the Company,
banks, financial institutions, and institutional and other investors the Creditors have undertaken process of formulation and
(collectively referred to as the “Creditors”) on terms set out implementation of the Resolution Plan for resolution of stress in
under multiple facility agreements, debenture deeds and other the Company pursuant to the directions set out under the Reserve
documents (collectively referred to as the “Debt Documents”). Bank of India (Prudential Framework for Resolution of Stressed
Assets) Directions 2019 (the “Stressed Asset Directions”) issued
As part of resolution plan for resolution of stress in the Company by the Reserve Bank of India (the “Resolution Plan”).
India (Prudential Framework for Resolution of Stressed Assets) In view of the same, it is proposed to amend the Articles of
Directions 2019 (the “Stressed Asset Directions”) issued by the Association of the Company to add therein new Article 157A
Reserve Bank of India (the “Resolution Plan”), conversion of the with relation to providing enabling right to the banks, financial
whole or part of the Facilities into equity shares or other securities institutions etc. for appointment of nominee director on the Board
of the Company (the “Securities”) is under discussions between of Directors of the Company.
the Creditors and the Company.
The aforesaid amendments to the Articles of Association of the
As part of the Resolution Plan, it has been proposed that whole Company require the approval of the Members of the Company
or part of the outstanding under the Facilities shall be converted by means of a Special Resolution.
to Securities in accordance with the conversion rights available
to the Creditors under either their respective Debt Documents or Accordingly, the Board of Directors recommends the passing
otherwise as a part of the Resolution Plan, and as per the terms of Special Resolution in relation to alteration of the Articles of
set out under Section 42, Section 62(1) and/or 62(3) as applicable, Association of the Company as set out at Item No. 10 of this
Section 71, and other relevant provisions of the Companies Act, Notice for the approval of the Members of the Company.
2013 and other applicable law.
A duly altered draft copy of the Articles of Association of the
Accordingly, the Board of Directors of the Company (the “Board”) Company is available at the Registered Office, Corporate
seeks the approval of the Members of the Company to convert Office and National Office of the Company for inspection of the
the Facilities into the Securities upon such terms and conditions Members on all working days (except Saturdays, Sundays and
as may be deemed appropriate by the Board and at a price to public holidays) between 2.00 p.m. and 5.00 p.m.
be determined in accordance with the applicable statutory and
regulatory guidelines. None of the Directors, Key Managerial Personnel and their
relatives are, in any way, concerned or interested, financially or
The conversion of the whole or part of the Facilities and issuance otherwise, in the resolution set out at Item No. 10 of this Notice.
of the Securities to the Creditors calls for the approval of the
Members of the Company by means of special resolution. Item No. 11
To grant approval to sell, lease, dispose-off or otherwise deal
Accordingly, the Board of Directors recommends the passing of
with the whole or part of the assets of the Company
Special resolution as set out at Item No. 9 of this Notice for the
approval of the Members of the Company.
The Company has availed of financial assistances in the form
None of the Directors, Key Managerial Personnel and their of various credit facilities, including by way issuance of debt
relatives are, in any way, concerned or interested, financially or securities (collectively referred to as the “Facilities”), from
otherwise, in the resolution set out at Item No. 9 of this Notice to banks, financial institutions, and institutional and other investors
the extent of their shareholding in the Company. (collectively referred to as the “Creditors”) on terms set out
under multiple facility agreements, debenture deeds and other
Item No. 10 documents (collectively referred to as the “Debt Documents”).
To approve the amendment to Articles of Association of the
As part of resolution plan for resolution of stress in the Company
Company to include therein, authority to appoint nominee
directors of the Company
India (Prudential Framework for Resolution of Stressed Assets)
The Company has availed of financial assistances in the form Directions 2019 (the “Stressed Asset Directions”) issued by the
of various credit facilities, including by way of issuance of Reserve Bank of India (the “Resolution Plan”), it is proposed that
15
the assets of the Company may be sold, leased, disposed-off or None of the Directors, Key Managerial Personnel and their
otherwise dealt with to reduce financial stress of the Company. relatives are, in any way, concerned or interested, financially or
otherwise, in the resolution set out at Item No. 11 of this Notice.
The disposal of the assets of the Company may constitute
disposal of an undertaking in terms of Section 180(1)(a) of the
Companies Act, 2013 (“the Act”) i.e. an undertaking in which the By Order of the Board
investment of the Company exceeds twenty per cent of its net
worth as per the audited balance sheet of the preceding financial Kapil Wadhawan
year or an undertaking which generates twenty per cent of the
Chairman and Managing Director
total income of the Company during the previous financial year
(DIN – 00028528)
or substantially the whole of the undertaking i.e. in any financial
year, twenty percent or more of the value of the undertaking of Registered Office:
the Company as per the audited balance sheet of the preceding Warden House, 2nd Floor,
financial year of the Company and as per the provisions of Section Sir P. M. Road, Fort, Mumbai - 400 001.
180(1)(a) of the Act, would require the approval of the Members of CIN: L65910MH1984PLC032639
the Company by means of Special Resolution. Tel No -022 7158 3333
Email – secretarial@dhfl.com
Accordingly, the Board of Directors recommends the passing of
Special Resolution as set out at Item No. 11 of this Notice for the Place: Mumbai
approval of the Members of the Company. Date: August 30, 2019
16
ANNEXURE TO ITEM NO 4, 5, 6 and 7 OF THE NOTICE
Details of Director seeking reappointment at the Thirty Fifth [35th] Annual General Meeting in terms of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings [SS-2]
Name of the Mr. Dheeraj Wadhawan Mr. Alok Kumar Misra Mr. Sunjoy Joshi
Director
Date of Birth / November 10, 1978 / September 23, 1952 / March 3, 1959 /
Age 40 years 66 years 60 years
Date of first May 12, 2008 March 26, 2019 March 26, 2019
appointment
Director 00096026 00163959 00449318
Identification
Number [DIN]
Expertise/ He has over 18 years of experience He has an expertise in Finance, He joined the Madhya Pradesh
Experience in the real estate / developers and Accounting, Management and Cadre of the prestigious Indian
in specific construction industry. Administrative matters, rich Administrative Services in 1983,
functional areas experience in key areas of but has taken premature retirement
Corporate Governance, and from the service in 2009 in order
enterprise wide risk management to pursue his primary interests in
energy and environment. He has
handled oil and gas exploration as
Joint Secretary in the Ministry of
Petroleum and Natural Gas and was
the Government nominated Director
on the Boards of ONGC, OVL, OIL
and MRPL. He headed the Madhya
Pradesh Energy Development
Agency as its Managing Director
and served as Chairman of M.P.
Windfarms.
Shareholding in 18,00,000 equity shares - -
the Company
Qualifications Graduate in construction B.Sc, M.Sc (Statistics), Post He has a Master’s Degree in English
management from the University of Graduate Diploma in Personal Literature from Allahabad University,
London Management, CAIIB, FCIBS, FZIB, as well as in Development Studies
AAIBF from University of East Anglia,
Norwich. He also studied Upstream
Economics and Risk Analysis at the
Petroleum Economist, Woking, UK.
Number of 3 meetings out of 9 were attended Eligible for only one meeting Eligible for only one meeting
Board Meetings by him during FY 2018-19 during FY 2018-19 in which he was during FY 2018-19 in which he was
attended during granted leave of absence granted leave of absence
financial year
2018-19
Details of other 1. DHFL Advisory & Investments 1. Monte Carlo Fashions Limited 1. DHFL Pramerica Life Insurance
Directorships Private Limited 2. The Investment Trust of India Company Limited
held in other 2. WGC Advisory Services Private Limited 2. DHFL General Insurance
Companies Limited 3. Indiabulls Ventures Limited Limited
3. Kyta Hospitality Private Limited 4. Infomerics Valuation And Rating 3. Saras Mercantiles Private
4. R K Wadhawan Institute For Private Limited Limited
Universal Learning Private 5. Nitstone Finserv Private Limited 4. Gtrade Carbon Ex Rating
Limited 6. Indiabulls Life Insurance Services Private Limited
5. WGC Management Services Company Limited 5. CHI Energie Private Limited
Private Limited 6. Sulabh Energie Private Limited
6. Wadhawan Sports Private
Limited
17
Name of the Mr. Dheeraj Wadhawan Mr. Alok Kumar Misra Mr. Sunjoy Joshi
Director
7. Wadhawan Global Capital 7. ITI Asset Management Limited
Limited (Formerly known as 8. Indiabulls Consumer Finance
Wadhawan Global Capital Limited
Private Limited) 9. Nayati Healthcare & Research
8. RKW Developers Private Private Limited
Limited
9. Rochester Wadhawan
Foundation For Learning
(section 8 Company)
10. DHFL Holdings Limited
11. KYTA Global Enterprises Private
Limited
Details of Nil 1. Member - Audit Committee - 1. Chairman - Audit Committee -
membership/ Monte Carlo Fashions Limited DHFL Pramerica Life Insurance
chairmanship 2. Member - Audit Committee - Company Limited
held in the other Member - Stakeholders’ 2. Member - Audit Committee -
Companies Relationship Committee - DHFL General Insurance
The Investment Trust of India Limited
Limited
3. Chairman - Audit Committee -
Chairman - Stakeholders’
Relationship Committee -
Indiabulls Ventures Limited
4. Member - Audit Committee -
Indiabulls Consumer Finance
Limited
Relationships, if He is the brother of Mr. Kapil Nil Nil
any, with other Wadhawan – Chairman and
Directors/Key Managing Director of the Company
Managerial
Personnel.
Terms and As per the resolution at Item No. 2 As per the resolution at Item No. 4 As per the resolution at Item No. 5
conditions of of the AGM Notice of the AGM Notice of the AGM Notice
appointment
Remunerations Sitting Fees for attending the Sitting Fees for attending the Sitting Fees for attending the
sought to be Board and Committee meetings Board and Committee meetings Board and Committee meetings
paid and commission, subject to and commission, subject to and commission, subject to
approval of Board of Directors and approval of Board of Directors and approval of Board of Directors and
Shareholders, if required. Presently Shareholders, if required Shareholders, if required
Non-Executive Director are not paid
any Sitting Fees.
Details of ` 5,49,000 N.A, N.A,
remuneration last
drawn
18
Name of the Director Dr. Deepali Pant Joshi Mr. Srinath Sridharan
Date of Birth /Age December 12, 1957 / 61 years April 21, 1975 / 44 years
Date of first appointment May 8, 2019 March 26, 2019
Director Identification Number [DIN] 07139051 03359570
Expertise/Experience in specific She served as an Executive Director He has served as a strategic counsel for
functional areas of Reserve Bank of India from January over two decades with leading corporates
2013 till December 2017. She held and had steered growth in the Wadhawan
charge of Customer Education and group since the past 12 years. His experience
Protection Department, Rural Planning spans diverse sectors and leading brands
Credit Department and Financial such as Hyundai and Welspun. He brings a
Inclusion and Development Department. keen understanding of market dynamics and
Rich Administrative and Policy making consumer trends that were key for business
experience expansion and new forays
Shareholding in the Company Nil Nil
Qualifications M.A., PhD- Political Science and BSc Statistics
Government
Number of Board Meetings N.A. 1 meeting was attended by him out of 1
attended during financial year meeting held during his tenure during FY
2018-19 2018-19
Details of other Directorships held in 1. Multi Commodity Exchange of India 1. DHFL Pramerica Life Insurance Company
other Companies Limited Limited
2. Wadhawan Global Capital Limited 2. DHFL General Insurance Limited
3. Social Worth Technologies Private Limited
4. WGC Advisory Services Private Limited
5. DHFL Investments Limited
6. WGC Consultancy Services Private
Limited
Details of membership/ 1. Chairman - Stakeholders’ Relationship 1
chairmanship held in the other Committee -
Companies Multi Commodity Exchange of India
Limited
2. Member - Audit Committee -
Wadhawan Global Capital Limited
Relationships, if any, with other Nil Nil
Directors/Key Managerial
Personnel.
Terms and conditions of As per the resolution at Item No. 6 of the As per the resolution at Item No. 7 of the AGM
appointment AGM Notice Notice
Remunerations sought to be paid Sitting Fees for attending the Board and Sitting Fees for attending the Board and
Committee meetings and commission, Committee meetings and commission,
subject to approval of Board of Directors subject to approval of Board of Directors and
and Shareholders, if required Shareholders, if required. Presently Non-
Executive Director are not paid any Sitting
Fees.
Details of remuneration last drawn N.A, ` 80,000
19
NOTES
20
ROUTE MAP FOR THE VENUE OF THE 35TH AGM OF THE COMPANY
VENUE:
M. C. Ghia Hall, Bhogilal Hargovinddas Building, 4th Floor, 18/20, K. Dubhash Marg, Kala Ghoda, Mumbai - 400 001.
Prominent Land Mark : Behind Prince of Wales Museum and Opposite Jehangir Art Gallery
21
Corporate Identity Number (CIN) – L65910MH1984PLC032639
National Office: HDIL Towers, Ground Floor & 6th Floor, Anant Kanekar Marg, Station Road, Bandra (East),
"
Mumbai - 400051, Maharashtra, India. Tel.: (022) 7158 3333, Fax: (022) 7158 3344
Registered Office: Warden House, 2nd Floor, Sir P. M. Road, Fort, Mumbai - 400 001, Maharashtra, India.
Toll Free No. 1800 22 3435, Customer Care No. : 1800 3000 1919
Visit us at : www.dhfl.com, email:– response@dhfl.com
Form No MGT-11
PROXY FORM
[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014]
Name of the Member(s) : …………………………………………………………………………………........................................................................
Registered Address : …………………………………………………………………………………........................................................................
Registered e-mail id : …………………………………………………………………………………........................................................................
Folio No./ Client id : …………………………………………………………………………………........................................................................
DP Id. : …………………………………………………………………………………........................................................................
I / We, being the Member(s) of ………………………… Equity Shares of the above named Company, hereby appoint:
1 Name : …………………………………………………………………………………..........................................................................................
Address : …………………………………………………………………………………..........................................................................................
E-mail Id : …………………………………………………………………………………..........................................................................................
Signature : …………………………………………………………………………………..............................................................Or failing him / her
2 Name : …………………………………………………………………………………..........................................................................................
Address : …………………………………………………………………………………..........................................................................................
E-mail Id : …………………………………………………………………………………..........................................................................................
Signature : …………………………………………………………………………………............................................................Or failing him / her
3 Name : …………………………………………………………………………………..........................................................................................
Address : …………………………………………………………………………………..........................................................................................
E-mail Id : …………………………………………………………………………………..........................................................................................
Signature : …………………………………………………………………………………..........................................................................................
as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Thirty Fifth (35th) Annual General Meeting of the Company,
to be held on Saturday, September 28, 2019 at 2.30 p.m. at M. C. Ghia Hall, Bhogilal Hargovindas Building, 4th Floor, 18/20, K. Dubash Marg,
Kala Ghoda, Mumbai 400 001 and at any adjournment thereof, in respect of such resolution(s) as are indicated below:
Resolution Resolution Optional* (Please mention
No. No. of equity shares)
For Against
Ordinary Business
1. To receive, consider and adopt the Audited Financial Statements (Standalone and Consolidated) of the Company for
the financial year ended March 31, 2019 and the Reports of the Board of Directors and Statutory Auditors thereon
2. To appoint a Director in place of Mr. Dheeraj Wadhawan (DIN: 00096026) who retires by rotation at this Annual General
Meeting and being eligible, offers himself for re-appointment.
3. To approve appointment of M/s. K. K. Mankeshwar & Co., Chartered Accountants, (Firm Registration No. 106009W) as
Statutory Auditors of the Company
Special Business
4. To approve appointment of Mr. Alok Kumar Misra (DIN: 00163959) as an Independent Director of the Company
5. To approve appointment of Mr. Sunjoy Joshi (DIN: 00449318) as an Independent Director of the Company
6. To approve appointment of Dr. Deepali Pant Joshi (DIN: 07139051) as an Independent Director of the Company
7. To approve appointment of Mr. Srinath Sridharan (DIN: 03359570) as a Non-Executive Director of the Company
8, To approve increase in Authorized Share Capital and Alteration of Memorandum of Association of the Company
9. To approve conversion of Debt into Shares or Convertible instruments or other Securities
10. To approve the amendment to Articles of Association of the Company to include therein, authority to appoint Nominee
Director(s) of the Company
11. To grant approval to sell, lease, dispose-off or otherwise deal with the whole or part of the assets of the Company
Signed this ………...........…… day of ……......…… 2019 Affix

Signature of the Member : …………………….........…… Revenue
Stamp of
"
Signature of the Proxy holder/s : ………………………… ` 1/-

Note
1. This form of proxy in order to be effective should be duly stamped, completed, signed and deposited at the Registered Office of the Company addressed to the “Chairman &
Managing Director”, not less than 48 hours before the commencement of the AGM. (on or before Thursday, September 26, 2019 at 2.30 p.m. IST)
2. A person can act as proxy on behalf of Members upto and not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company.
Further, a Member holding more than ten percent of the total share capital of the Company, may appoint a single person as proxy and such person shall not act as proxy for any
other person or Member.
*It is optional to put a (√) in the appropriate column against the Resolutions indicated in the Box. If you leave the ‘For’ or ‘Against’ column blank against any or all Resolutions,
your proxy will be entitled to vote in the manner as he/she thinks appropriate.
Dewan Housing Finance Corporation Limited
Annual Report 2018-19
STAYING COMMITTED.
REINFORCING TRUST.
Contents
1 3
Financial Statements
Corporate Overview
144-326
01-13
Standalone Joint Statutory Auditors’ Report
About DHFL Standalone Financial Statements
Chairman and Managing Director’s Foreword Consolidated Joint Statutory Auditors’ Report
Board of Directors Consolidated Financial Statements
Corporate Social Responsibility
DHFL Network
2
Statutory Reports
14-143
Management Discussion & Analysis
Board’s Report
Report on Corporate Governance
Business Responsibility Report
Forward-Looking Statement
In this Annual Report, we have disclosed forward-looking information to enable investors to
comprehend our prospects and take investment decisions. This report and other statements -
written and oral - that we periodically make, contain forward-looking statements that set out
anticipated results based on the management’s plans and assumptions. We have tried, wherever
possible, to identify such statements by using words, such as ‘anticipate’, ‘estimate’, ‘expects’,
‘projects’, ‘intends’, ‘plans’, ‘believes’, and words of similar substance in connection with any
discussion of future performance. We cannot guarantee that these forward-looking statements will
be realized, although we believe we have been prudent in our assumptions. The achievement of
results are subject to risks, uncertainties and even inaccurate assumptions. Should known or
unknown risks or uncertainties materialize, or should underlying assumptions prove inaccurate,
actual results could vary materially from those anticipated, estimated or projected. Readers should
keep this in mind. We undertake no obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise.
View this annual report online

https://www.dhfl.com/investors/annual-reports/
A Committed Organization that
cherishes Stakeholder Trust
DHFL abides by the two strong principles of trust and commitment that
have helped the Company emerge stronger and successful in its 35-year
journey. By virtue of building trust and staying committed, DHFL has
strengthened relationships with customers, shareholders, stakeholders
and employees, thus helping the Company earn significant respect and
recognition in the industry.
The seeds of trust and commitment were sowed by DHFL’s Founder

Chairman, Late Shri Rajesh Kumar Wadhawan through his noble vision for
the Company: to serve the common man and build a strong organization
through goodwill and patronage. For over 35 years, DHFL has been
reaching out to millions of Indians helping them fulfil their dream of owning
a home. Our investors and partners have supported us in our vision of
enabling financial access, with a keen understanding of our socially
inclusive, sustainable and profitable business model. As a result, our
pursuit has strengthened a unique relationship of trust and commitment
with our customers and stakeholders.
DHFL will continue to live up to this trust and commitment in its journey
towards enabling stakeholders achieve their long term goals.
Our Journey of ‘Giving India a Home’
is steered by Our Founder’s Vision
“I want every
Indian to own a
Home of his own”
The Portrait of DHFL’s Founder
Chairman has been created using
hundreds of customer signatures,
thus depicting their respect for
his passion towards fulfilling their Late Shri Rajesh Kumar Wadhawan
home ownership dreams. Founder Chairman
DHFL earns Trust for staying

True to its Commitment
At DHFL, all our efforts are aimed towards helping promote a proud nation
of home owners. Our Founder, Late Shri Rajesh Kumar Wadhawan believed
that every Indian from the Low and Middle Income (LMI) segment should
own a home of their own. His mission manifested in setting up of DHFL - an
organization that is committed towards encouraging home ownership
dreams of Indians through affordable housing finance solutions. This has
enabled the organisation to touch lives of millions of Indians and thus, win
trust of customers and stakeholders.
On the basis of this trust and commitment, DHFL has evolved over three
decades as one of India’s leading financial services institution mapping
many milestones in the journey towards positively transforming the
affordable housing landscape of the country. The focus has enabled DHFL
to help millions of Low and Middle Income Indians in semi-urban and rural
parts, where the core of the nation’s population resides.
DHFL provides financial solutions through 326 locations across India. Apart
from housing loan solutions, DHFL also offers insurance services and fixed
deposit schemes. With deep market insights and core competencies, DHFL
has grown to become one of India’s leading and trusted brands in the
housing finance industry.
We have been committed to our obligations and have

remain focussed towards reinforcing trust among our
stakeholders.
04 I Annual Report 2018 -19

1 2 3
CORPORATE STATUTORY FINANCIAL
OVERVIEW REPORTS STATEMENTS
DHFL Portfolio
Under the guidance and leadership of the Chairman & Managing Director, Kapil Wadhawan, DHFL has emerged to be a one-stop
financial service provider covering Loans, Savings and Protection, thus addressing the financial requirements of customers across
the spectrum of the society.
We take pride in our three and half decade old expertise in credit underwriting for the LMI segment in Tier II and III towns, offering
customized yet cost-effective home loan solutions.
Loans for Purchase of New Property Commercial Property and Land Loans
Self-construction Loans
Mortgage Loans
Extension and Improvement Loans
Housing Non-Housing
Project Loans SME Loans
Expanding Reach
Our pan India network coupled with localized outreach strategy, enables us to virtually reach out to our customers right at their
doorsteps. Our distribution network - one of the largest in the industry is focussed on semi-urban and tier II and III towns, thereby
facilitating value-led growth for our customers and stakeholders.
Competitive Edge
Our growth over the past 35 years has been facilitated by our competitive strengths, enabling us to develop and sustain a
leading position in the affordable housing finance segment in India.
Strategic and
Visionary Leadership
Specialised Products catering

Empowered and to the LMI Segment
Engaged Talent
COMPETITIVE
EDGE
Focussed Tier II and Tier III

Centralized Processes Market Approach
and Systems
Strong Underwriting Skills

enabling Quicker Loans
05
Chairman and Managing Director’s Foreword

Dear Members, Colleagues and Friends
Macroeconomic Review
As per the World Economic Outlook (WEO), the Indian economy
retained its tag of the fastest growing major economy in the world
in the financial year 2018-19. The Indian economy grew at 8.2
percent in the first quarter, but eased sharply to 7 percent for the
year as a whole as per Central Statistical Office (CSO). The
economy witnessed robust industrial growth during the financial
year 2018-19 and this momentum is expected to continue next
year. The economy is projected to grow at the rate of 7.5% during
2019, expanding further to 7.7% during 2020 as per the International
Monetary Fund (IMF) World Economic Outlook January 2019
update. With the anticipated slowdown in China’s economy,
India remains as one of the preferred destinations for global
capital flows and is in a favourable position to aggressively
attract growth capital. India’s ranking moved up 23 notches in the
World Bank’s ease of doing business index to secure the 77th
place, becoming the top ranked country in South Asia for the first
time and third among the BRICS.
Recent policy measures which have helped gain optimism on the

future outlook include, 1. Recapitalisation of Public Sector Banks
(PSBs) helping the ongoing improvement in their financials,
2. Better Guidelines for standardising resolution of stressed
assets, 3. Positive outcome through Insolvency and Bankruptcy
Code in some large value cases, 4. Experienced-led rationalization
in the Goods and Services Tax. With inflation under check, the
room for the economy to benefit from the lower interest rate
regime has become brighter. Schematic approach to address
socio-economic transformation has been the hallmark of the
current government in power – education, sanitation, health,
housing and basic services like LPG for cooking and rural
electrification at affordable costs. All schemes implemented
through well-structured programmes, have helped in improving
the living standards of many families. Notable initiatives include
‘Kifayati Aawas Yojna’ for a dedicated affordable housing fund in
National Housing Bank, ‘Ayushman Bharat Scheme’ a National
Health Protection Scheme for the poor and vulnerable families
and the ‘Research on Improving Systems of Education’ (RISE)
scheme for providing low-cost funding to the government‘s
higher educational institutions. These schemes among others
ensure that the year ahead would be far more sustainable and
growth-oriented.
The year 2019 is promising for India’s housing industry. Good

demand for housing is expected in 2019 with rapid urbanisation,
low mortgage penetration, nuclearisation of families and
two-thirds of the country’s population below 35 years of age.
Housing affordability has increased owing to stagnated property
prices, steady annual wage inflation of over 10% in the last
decade and lower effective interest rates, due to the tax
incentives by the Pradhan Mantri Awas Yojana (PMAY) subsidy.

1 2 3
Financial Year Under Review - DHFL’s commitment sheet, we will be strong on the returns of our assets and equity.
has and always will be at the core of every intent and Cross-sell will continue to remain yet another area of strength and
we will build some strong product offerings to supplement our
effort customers’ needs. We will continue to invest in people and
Over the years, DHFL has maintained a strong asset quality and technology bringing about greater efficiency in cost and delivery.
has been well-matched in case of the Asset Liability Management Centralization of processes was initiated last year and is now
(ALM) position. The financial year 2018-19 commenced with ready to take up large volumes of underwriting through a centralized
renewed vigour and great encouragement. DHFL continued to facility that uses state of the art technology. Risk management
play an increasingly transformative role in nation-building by tools while underwriting have been fully embedded in the
expanding home ownership and financial inclusion, transforming process ensuring high quality of loans.
lives of millions of Indians in the Economically Weaker Section
(EWS) and Lower and Middle Income (LMI) segments. As a We have many strengths to leverage as we move forward. But
team, DHFL ensured that all inter-disciplinary and loan disbursal perhaps our greatest strength is the trust that people have in our
goals were met, while ‘Griha Utsav’, our primary home ownership Company and our employees, who take that responsibility very
drive, continued to reach out actively to first home buyers across seriously. The hard work and community spirit of our employees,
tier II and III towns. We are also very enthused with the recognition a culture of caring and a determination to build a better world
and award from National Housing Bank for facilitating highest have enabled us to earn this trust over time. In times of unprecedented
number of subsidies for PMAY in the financial year 2017-18. changes and disruption, trust becomes more important than
Through this award, DHFL has been recognized for its committed ever, and it is the one thing that will guard us zealously as we
support to the Government’s mission of ‘Housing for All by 2022’ transform your Company. To continue earning your trust, our
and in taking an active lead in expanding financial inclusion Board of Directors, leadership team and employees are passionately
across the country. For the financial year 2017-18, DHFL committed to delivering business results, creating value for the
received subsidy for more than 7,000 cases amounting to future and improving people’s lives around us.
a total of Rs. 155.9 crores. Of this, 3,207 cases fall under EWS
and Lower Income Group (LIG) group amounting to Rs. 75.1 As we concluded the financial year 2018-19, the search to bring
crores and the remaining 3,897 cases fall under MIG 1 & 2 in an equity partner with a strong interest in continuing with the
groups amounting to Rs. 80.8 crores. growth of our retail business has reached a promising phase.
Lenders are optimistic of supporting the resolution plan that will
DHFL was at its peak in September 2018 originating close to ensure a positive outcome for all. We are optimistic of getting the
Rs. 2000 crores of retail loans per month, when the liquidity crisis Company back on the path of glory while retaining the trust your
hit the NBFC sector. DHFL had to stop all new origination and get Company has witnessed.
into a cautious mode to conserve liquidity to meet all financial
obligations and service all partially disbursed cases for balance The financial year 2019-20 is going to be about bringing consumers
requirements. With no fresh inflow of resources, the Company closer by being responsible, transparent and focussing on
opted for securitization of its assets as the single source of funds sustaining long-term relationships that add value. India as a
for meeting all obligations on time. In 6 months leading to the end country is undergoing a revolution in the affordable housing
of the fiscal in March 2019, we monetized assets valued over industry and we will embrace this positively.
Rs. 15,630 crores and repaid over Rs. 22,700 crores of liabilities.
DHFL with a strong history of serving, engaging and growing with
Our fundamentals remain strong and we continue to be optimistic our consumers is always conscious of the fact that it’s Purpose
of regaining growth momentum, as the situation eases on the and Values are at the centre of its continuous evolution to
liquidity front. The Company has opened a dialogue with many become an even better organization. While we embrace numerous
strategic investors and institutional funds to infuse fresh equity opportunities that come our way, our virtue of being nimble-footed,
with strategic partnership proposition as well as options for investing keenly responsive, and being blessed with employees and
in our loan book by buying certain parts of the wholesale loan partners that have a deep sense of trust and commitment to the
portfolio. These initiatives have progressed in a very promising DHFL’s spirit, will continue to inspire us on our journey, yet again.
manner. Our retail brand equity and product/segment focus,
reinforced by the acceptance of our assets in the securitization Thank you for your trust and continued support.
market by leading banks, gives us the confidence to bounce
back to business sooner than later. Regards,
Kapil Wadhawan
The Way Forward - Emerging Core Competencies Chairman & Managing Director
The financial year 2018-19 has been a defining year for your DHFL
Company. It has shown us our strengths and abilities as a home
loan provider in a country-wide landscape where affordable
housing is the centre of action. Your Company will originate all
future loans with a strong focus on securitisation, which will be
the thrust of our future growth. While we will lean on the balance
07
Board of Directors
a member of the World Bank

Group. Mr. Kapil Wadhawan
also led the foray of DHFL into
the education loans sector
through Avanse Financial
Services Limited in 2013 and in
life i n s u r a n c e t h r o u g h
DHFL Pramerica Life
Insurance Company Ltd. in
2014. With his focus on
business excellence and
Mr. Kapil Wadhawan industry development, Mr. Mr. Srinath Sridharan Mr. Alok Kumar Misra
Chairman & Managing Director Kapil Wadhawan played a Additional (Non-Executive) Additional (Independent)
Mr. Kapil Wadhawan joined significant role in shaping Director Director
DHFL in September 1996 as a policy guidelines on matters
Mr. Srinath Sridharan is a Mr. Alok Kumar Misra is a
Director. He became the relating to the mortgage
member of the Group seasoned and accomplished
Chairman and Managing finance industry. His dynamic
Management Council (GMC) banker with a distinguished
Director of the Company in initiatives at DHFL have been
at Wadhawan Global Capital career spanning across more
July 2009, and has since then pioneering for the industry.
Limited, the promoter than four decades during
led DHFL into becoming a Mr. Kapil Wadhawan is an MBA
e n t i t y o f D H F L Mr. Srinath which he handled a wide
world class financial services in Finance from Edith Cowan
Sridharan anchors the range of activities pertaining to
Company. Under his University, Australia.
commercial banks in various
leadership, the Company growth of Wadhawan Global
high level capacities
commenced its transformational Capital’s businesses with
culminating as the Chairman &
journey, reaching out to one key focus – robust value Managing Director (CMD) of
customers across the length creation. Bank of India, from where he
and breadth of the country. He
finally demitted his office in
was instrumental behind DHFL Mr. Srinath Sridharan has September, 2012. He has also
setting up representative
served as a strategic counsel served as the Chairman of the
offices globally.
for over two decades with Indian Bank Association.
leading corporates and has Mr. Misra is a Masters in
He spearheaded the acquisi-
steered growth in Statistics, Post Graduate
tion of the housing finance arm
t h e Wadhawan group since Diploma in Personnel Manage-
of ING Vysya Bank Ltd. in 2003
Mr. Dheeraj Wadhawan the past 12 years. His experi- ment from FMS, Delhi Universi-
and the acquisition of First
Non-Executive Director ence spans diverse sectors ty and Certified Associate of
Blue Home Finance Ltd.
and leading brands such as Indian Institute of Bankers
(erstwhile Deutsche Postbank Mr. Dheeraj Wadhawan is a (CAIIB). He is also the fellow
Home Finance Ltd.) in 2011. Promoter of the Company. He Hyundai and Welspun. He
member of Certified Institute of
He also established India’s low is the son of Late Shri Rajesh brings a keen understanding
Bankers of Scotland (FCIBS),
income segment specific Kumar Wadhawan and brother of market dynamics and
Zambian Institute of Bankers
Company, the erstwhile of Mr. Kapil Wadhawan, Chair- consumer trends that are key (FZIB), and an associate
Aadhar Housing Finance Ltd., man & M a n a g i n g Director. for business expansion and member of Australasian
(amalgamated with DHFL He graduated in construction new forays. Mr. Srinath Institute of Banking & Finance
Vysya Housing Finance Ltd. management f r o m t h e Sridharan is not related to (AAIBF). He started his career
and name of the amalgamated University of London. He has any director of the Company. as a probationary officer at
entity was subsequently was over 17 years of experience in He joined the Board as an Bank of India and went on to
subsequently changed to the real estate and construc- Additional (Non-Executive) have an illustrious professional
Aadhar Housing Finance Ltd.) tion industry. He joined the Director on March 26, 2019. innings spanning over 38 years
in association with Internation- Board as a Non-Executive
al Finance Corporation (IFC), Director on May 12, 2008.

1 2 3
in the Banking Industry, during studied Upstream Economics Chief General Manager Curre-
which he headed various and Risk Analysis at the ncy for Andhra P r a d e s h
banking operations, including Petroleum Economist, Woking, a n d B a n k i n g Ombudsman
in-charge of Bank of India’s UK. He joined the Madhya for the State of Andhra
international operations as its Pradesh Cadre of the Pradesh, Principal Bankers
General Manager (Internation- prestigious Indian Administra- Training College (BTC)
al), as a Managing Director of tive Services (IAS) in 1983, but Mumbai. She has authored
Indo-Zambia Bank Ltd, as an has taken premature several books on Financial
Executive Director of Canara retirement from the service in Inclusion and Rural credit. Post
Bank, before his elevation to 2009 in order to pursue his retirement, she works as an
CMD of Oriental Bank of primary interests in energy and independent strate-
environment. During his career Dr. Deepali Pant Joshi gy consultant. She has
Commerce and CMD of Bank
spanning over 25 years in IAS, Additional (Independent) lectured extensively both in
of India. Throughout his
Mr. Sunjoy Joshi has gained Director Indian and Foreign Universi-
career, he has been known as
a dynamic leader and a true experience across the conven- Dr. Deepali Pant Joshi served ties. She is deeply committed
team-man. Mr. Misra is an tional as well as non-conven- as Executive Director of the to the Financial Sector to
astute Banker of high repute, a tional energy sectors. He has Reserve Bank of India from expanding its frontiers and
committed professional with handled oil and gas explora- January 2013 till December creating safety and choices for
strong leadership qualities, tion as Joint Secretary in the 2017. As Executive Director the consumers i.e. fostering
expertise in Finance, Account- Ministry of Petroleum and she held responsibility for the innovative and inclusive
ing, Management and Adminis- Natural Gas and was the department of Currency finance. She has a great deal
trative matters, Corporate Government nominated Management. She was of administrative and policy-
Governance and Risk Manage- Director on the Boards of in-charge of the RBI Legal making experience both in the
ment. Mr. Alok Kumar Misra is ONGC, OVL, OIL and MRPL. Department and was the Chief drafting of policy and in its
not related to any director of Mr. Sunjoy Joshi headed the Appellate Authority under the implementation at ground
the Company. He joined on the Madhya Pradesh Energy Right to Information Act. She level. Dr. Deepali Pant Joshi is
Board as an Additional Development Agency as its also held charge of the Custom- not related to any director of
(Independent) Director on Managing Director and served er Education and Protection the Company. She joined on
March 26, 2019. as Chairman of M.P. Department and the Rural the Board as an Additional
Windfarms. He has been Planning Credit Department (Independent) Director on May
Visiting Associate at the and the Financial Inclusion and 8, 2019.
International Institute of Development Department. An
Strategic Studies, London and economist by training within
Distinguished Visitor to the the Central Bank she holds a
Program on Energy and Doctorate from the University
Sustainable Development, of Allahabad as also Law and
University of Stanford. He Management degrees and is a
takes keen interest in social fellow of the Harvard University
development initiatives as Vice Asia Centre. She has served
President of the Mountain on the Boards of the Andhra
Mr. Sunjoy Joshi Children’s Foundation, a not Bank as the RBI nominee
Additional (Independent) for profit organization working Director and on the Boards of
Director with disadvantaged rural the Institute of Banking
children in the Himalayas. Personnel Selection (IBPS)
Mr. Sunjoy Joshi has a Masters Mr. Sunjoy Joshi is not related and the Bhartiya Note Mudran
Degree in English Literature to any director of the Company. Press Ltd (BRBNMPL). In a
from Allahabad University, He joined on the Board as an career spanning 36 years, she
India, as well as in Develop- Additional (Independent) held several senior and respon-
ment Studies from University of Director on March 26, 2019. sible positions as Regional
East Anglia, Norwich. He also Director for the State of Rajasthan,
09
Corporate Social Responsibility

The Company’s motto of Changing Lives is extended to its Corporate Social Responsibility philosophy. The Company is committed
to delivering sustainable solutions to equip and encourage equal opportunity, maximise human development and leverage the
aspirations of youth, women and vulnerable populations.
DHFL’s CSR Vision: To actively engage in philanthropic programmes in an effort to promote the
enrichment of the society.
The Company undertakes its CSR activities strategically, systematically and thoughtfully to encourage community development and
inclusive growth. The Company believes in delivering impactful solutions in collaboration with the community, Government,
like-minded corporate entities and social purpose organisations. DHFL’s flagship CSR programmes have been implemented across
8 States, as of March 31, 2019.
Programme Reach
Early Childhood Care & Education – Project 1885+ Anganwadis in Palghar, Vasai, Dahanu, Talasari Blocks on Palghar District in Maharashtra
‘Sneh’ in collaboration with the Department of 465+ Anganwadis in Jaridih, Kasmar and Petarwar blocks of Bokaro District, Jharkhand
Women & Child Development and District 832+ Anganwadis in Bhagwanpura, Bhikangaon and Zarniya blocks of Khargone District in
Administrations of respective States/ Districts Madhya Pradesh
355+ Anganwadis Nepanagar, Shahpura blocks of Burhanpur District in Madhya Pradesh.
Financial Literacy & Inclusive Growth – ‘Sharma- 40,000+ households in the slums settlements of
ji ke Sawal. Vinodji ke Jawab.’ programme in Jaipur, Rajasthan
Rajasthan, UP, Chhattisgarh & Jharkhand Varanasi, Uttar Pradesh
Raipur, Chhattisgarh
Ranchi, Jharkhand
Skills Development - Maharashtra 3400+ Youth trained through Centres in Kolhapur, Chandrapur and Mumbai (Bhandup) in
Maharashtra
Rural Development - Maharashtra Babhulgaon, Daregaon Dari, Chincholi, Nandra and Waghola in Phulambri Block of Aurangabad,
Maharashtra
DHFL Changing Lives Foundation, established in December 2017, has furthered the Company’s CSR Vision and facilitated implementation
of high impact initiatives through multi-stakeholder partnership; covering government and non-government organisations. The
Foundation has taken the mantle of implementing “Project Sneh” – flagship initiative under Early Childhood Care and Education.
DHFL Changing Lives Foundation has further anchored ‘ECCE United’ a coalition of like-minded entities, foundations, social purpose
organizations, academia to provide an impetus for effective coverage of quality ECCE, knowledge sharing, research and innovation,
and policy advocacy. ECCE United as on March 31, 2019 has 54 members.
The Company’s flagship initiatives under CSR are detailed hereunder:
Project Sneh: Strengthening the delivery of Early Childhood Care and Education (ECCE) through
anganwadis
Project Sneh adopts a four pronged approach to strengthen the delivery of quality early
childhood care & education through Anganwadis and enhance the health and education
seeking behaviour of the community.
• Early Education: Build the capacity of Child Development Project Officers (CDPO),
ICDS Supervisors, Anganwadi Workers and Helpers to deliver effective pre-school
curriculum in Anganwadis. Engage with the community to improve their education
seeking behaviour.
• Health and Nutrition: Promote preventive and health seeking behavior among
pregnant women, lactating mothers and adolescent girls and boys in the community,
strengthening community monitoring systems. Empower frontline workers to deliver
preventive healthcare services and strengthen the Public Health Service system.

1 2 3
• Child friendly Anganwadi Infrastructure: Demonstrate models of child centric Anganwadis with locally available
implements and using innovative design under ‘Snehangans’
• Stakeholder Empowerment: Create financial safety net for frontline workers through formation of Self Help Groups
and facilitating forward and backward linkages
The programme is recognized as a best practice in the Department of Women & Child, Government of Maharashtra’s mobile app.
DHFL Changing Lives Foundation New Initiative in 2019: Elder Care Programme
The Company, through its Foundation has supported an elder care training and livelihoods programme for young girls and boys
from the underserved segment of the society. The programme operates one centre in Mumbai, Maharashtra and is equipped to
train 300 youth per year.
Economic empowerment through financial literacy & inclusive growth

The Company conceptualised and implemented a comprehensive financial literacy and inclusive
growth programme, to facilitate the journey from being ‘financially illiterate’ to ‘ f i n a n c i a l l y
sustainable’. The programme also aids transition of informal settlements to formal housing,
promoting Pradhan Mantri Awas Yojana.
This programme focusses on building community capacity through help centers & volunteers and
facilitating skill development, livelihood linkages & linkages to various Government of India (GOI)
welfare schemes.
To further generate awareness on the basics of finance and government welfare schemes, the Company has designed a radio
programme with All India Radio (AIR) for 9 stations, under ‘Sharmaji ke Sawal. Vinodji ke Jawab.’
The Company has supported research and creation of a digital knowledge base & tool of the state and central government
welfare schemes, across 10 States. The programme additionally trains DHFL Haqdarshaks or social entrepreneurs, under
‘Sharmaji ke Sawal. Vinodji ke Jawab.’ The total coverage of this knowledge-base is across 20 States with other Haqdarshak
partners.
Skills development for sustainable livelihoods

The Company delivers skill development programmes to youth from vulnerable populations, to empower them and create an
ecosystem ensuring sustainable livelihoods.
DHFL Skills Development Centres in Kolhapur and Chandrapur trained youth for the following job roles in the financial year 2018-19:
• Business Correspondent (581)

• Loan Approval Officer (627)
• Microfinance Executive (578)
• Mason (328)
• Carpenter (312)
• Electrician (332)
• Plumber (305)
• Refrigeration & Air Conditioning (RAC) (337)
The DHFL Centre of Excellence in Bhandup is provided for training and recognition of prior learning programmes to NSDC and BFSI
Sector Skills Council Training Partners.
Village transformation with focus on drought mitigation

In response to the droughts in Aurangabad, Maharashtra, the Company started this holistic
programme for water conservation and prevention of soil erosion in 2015-2016. The programme
evolved as a comprehensive village transformation mission, supporting initiatives in multi cropping,
village infrastructure development and environmental issues.
The Company has also introduced a series of interventions to make these five villages tobacco-free
by engaging with school children, youth and community.
11
DHFL Network
08
15
22
20
07
23
19 02
16
03
09
06 12 21
04
14
THANE 13
MUMBAI
18
Registered Office
05
01 Corporate Office
10
National Office
24
Disbursement Hub
17
11
The numbers on the map indicate the serial numbers in the chart on page no. 13. For details of the complete postal addresses of all the
centres, branches and offices forming part of the DHFL network, please log on to www.dhfl.com.
Map not to scale. For illustrative purposes only.

1 2 3
CORPORATE STATUTORY Financial
OVERVIEW REPORTS Statements
Sl. State Zonal/ Branch Micro Disbursement Total

No. Regional Branch Hub
Office/CPU
1 Andhra Pradesh 0 10 8 0 18
2 Assam 0 1 0 0 1
3 Bihar 0 1 0 0 1
4 Chhattisgarh 0 1 2 0 3
5 Goa 0 1 0 0 1
6 Gujarat 1 11 3 0 15
7 Haryana 1 11 3 0 15
8 Himachal Pradesh 0 1 2 0 3
9 Jharkhand 0 2 1 0 3
10 Karnataka 2 17 14 0 33
11 Kerala 1 6 10 0 17
12 Madhya Pradesh 1 10 7 0 18
13 Maharashtra 4 47 16 4 71
14 Odisha 0 2 0 0 2
15 Punjab 0 7 5 0 12
16 Rajasthan 1 10 09 0 20
17 Tamil Nadu 1 20 18 0 39
18 Telangana 2 10 2 0 14
19 Uttar Pradesh 2 16 5 0 23
20 Uttarakhand 0 2 0 0 2
21 West Bengal 1 5 3 0 9
22 Chandigarh 1 1 0 0 2
23 New Delhi 1 2 0 0 3
24 Puduchery 0 1 0 0 1
Total 19 195 108 4 326
Registered Office: Corporate Office: National Office:

Warden House, 2 Floor,
nd
TCG Financial Center, 10 Floor,
th
HDIL Tower, Ground & Sixth Floor,
Sir P. M. Road, Fort, BKC Road, Bandra Kurla Complex, Anant Kanekar Marg, D Block BKC, Bairam
Mumbai 400 001. Bandra (East), Mumbai 400 098. Naupada, Bandra East, Mumbai 400 051.
13
Management Discussion and Analysis

GLOBAL ECONOMIC OVERVIEW for 2019 and 2020 respectively, thus placing the economy on a
The global expansion has weakened during the year under solid footing.
review. As per the World Economic Outlook (WEO) forecast, the
The Indian economy witnessed robust industrial growth during
global growth for 2018 was estimated at 3.7%, in October 2018,
the financial year 2018-19 and the momentum is expected to
despite weaker performance in some economies, notably Europe
continue in the current financial year as well. The Index of Industrial
and Asia. The global economy is projected to grow at 3.5% in
Production (IIP) with base 2011-12 for the April-January period
2019 and 3.6% in 2020, 0.2% and 0.1% below last October’s
for 2018-19 registered a 4.4% increase over the corresponding
projections.
period for the previous year. (CII - The Indian Economic Outlook
The global growth forecast for 2019 and 2020 had already 2019-20, dated March 18, 2019).
been revised downward in the last WEO, partly because of the
negative effects of tariff increases enacted in the United States In case of various industries, 11 out of 23 Industry-groups (as per
and China. The further downward revision since October 2018 2-digit National Infomatics Center “NIC”) exhibited positive growth
in part reflects carry over from softer momentum in the second during January, 2019 over the corresponding month in the previous
half of 2018; including Germany following the introduction of new year, with the industry groups “Manufacture of Food Products”
automobile fuel emission standards and in Italy where concerns and “Manufacture of Wearing Apparel” recording highest growth
about sovereign and financial risks have weighed on domestic rates at 17% and 16.4% respectively. Among other positives,
demand-but also weakening financial market sentiment as well industries such as capital goods and infrastructure/construction
as a contraction in Turkey now projected to be deeper than goods expanded significantly. Healthy growth in core sectors
anticipated. such as steel and cement could strengthen further. On the trade
front, Indian exports grew by 3.74% over January 2018 to reach
Risks to global growth tilt to the downside. An escalation of trade US$ 26.36 billion in January, 2019. Drugs and pharmaceuticals,
tensions beyond those already incorporated in the forecast organic and inorganic chemicals and readymade garments were
remains a key source of risk to the outlook. Financial conditions the top performing commodity groups with growth rates of 15.2%,
have already tightened since the fall. A range of triggers beyond 15.56% and 9.33% respectively.
escalating trade tensions could spark a further deterioration
in risk sentiment with adverse growth implications, especially Overall trade including services trade for India is estimated
given the high levels of public and private debt. These potential at around US$ 440 billion for April-January 2019, exhibiting
triggers include a no-deal withdrawal of the United Kingdom from a positive growth rate of 9.07% over the corresponding period
the European Union and a greater-than-envisaged slowdown in during last year. Export growth is expected to gain further pace
China. as global trade tensions ease.
The main shared policy priority is for countries to resolve IndiaN Financial Sector: NBFCs
cooperatively and quickly their trade disagreements and the RBI liquidity infusions have cooled down bond markets.
resulting policy uncertainty, rather than raising harmful barriers Aggregate liquidity has significantly eased over the past six
further and destabilizing an already slowing global economy. months with bank borrowings from the Reserve Bank of India
Across all economies, measures to boost potential output growth, (RBI) dropping from over ` 1.2 trillion in September 2018 to near
enhance inclusiveness, and strengthen fiscal and financial buffers ` 500 billion in March 2019. This has been driven by aggressive
in an environment of high debt burdens and tighter financial liquidity injections by RBI, which bought ` 3 trillion of bonds (70%
conditions are imperatives. of government’s net borrowing) in the financial year 2018-19 and
also infused ` 350 billion through forex swap window. These
INDIAN ECONOMY
liquidity injections coupled with repo rate cuts have led to bond
The Indian economy retained its tag of the fastest growing major yields for both treasuries and corporates declining 60-100 basis
economy in the world in the financial year under review for the points since September 2018.
second year in a row as it continued its climb on an upward growth
path. The economy registered a growth rate of 7% during the Non Banking Financial Companies (NBFCs) though, have not yet
financial year 2018-19 as per advance estimates of the Central seen this benefit, as since September 2018, spread for NBFC
Statistical Office. paper over corporate bond yields is 40-50 basis points higher for
AAA rated NBFCs and 20 basis points higher for AA rated NBFCs.
The economy is projected to grow at the rate of 7.5% during 2019,
expanding further to 7.7% during 2020 as per the International NBFCs/HFCs tapping alternative funding sources to meet
Monetary Fund (IMF) World Economic Outlook January, 2019 repayment obligations
update. The growth rates for the economy are pegged much higher With mutual funds reducing exposure to the sector, the quantum
than the global growth rates for the same years, at 3.5% and 3.6% of private bond issuances has declined. Companies have tried
14 I Annual Report 2018-19

1 2 3
to make up for that by resorting to alternative funding sources: loans in the overall portfolio of smaller HFCs was higher than all
External Commercial Borrowings (ECBs), public bond issuances HFCs. In addition, the pace of growth of home loans for smaller
and asset sell-downs. However, despite that, the overall quantum HFCs was at a much faster pace at 25% YoY vis-à-vis non-housing
of issuances is still too low to support disbursement growth. loan growth of 9% for the 12 months ended September, 2018.
(A) Public Issue of Bonds The total loan book of the players in the affordable housing segment
During the year under review, NBFCs issued securities by way of stood at ` 1.77 lakh crore as on September, 2018. Furthermore,
public issue of bonds to raise the capital to minimise the liquidity the portfolio growth for the new players in the segment was higher
crunch faced by the NBFCs. at 34% YoY (albeit on a smaller base) with a total loan book of
` 38,575 crore as on September, 2018.
(B) External Commercial Borrowings (ECBs)/Masala bonds
The large HFCs had the maximum share of the construction
With major central banks globally turning dovish, NBFCs/ Housing finance, including LRD portfolio among the HFCs. Unlike their
Finance Companies (HFCs) have resorted to ECBs and Masala larger counterparts, the non-housing loan book of small HFCs
bonds to compensate for a decline in domestic private issuances. mainly consists of Loans against Property (LAP). LAP constituted
Recently, RBI relaxed hedging provisions for ECBs besides its 22% of the total loan book of small HFCs as on September, 2018
forex swap operations reduced forex forward premium all of compared to 16% for all HFCs.
which helped reduce all-in funding cost.
Further, in terms of borrower mix, small HFCs have a larger
(C) Asset sell-downs proportion of self-employed customers who tend to borrow
During the period of liquidity crunch, some NBFCs and HFCs against property for their business or personal needs, thus
resorted to aggressive selldown of their loan book via direct providing small HFCs with better opportunities for originating
assignment/securitisation. As a result, sell-down volumes by LAP. However, new HFCs operating in the affordable segment
remain focussed on the home loan segment, given the good
NBFCs increased 71% in nine months of the financial year 2018-
growth potential and expectations of higher yields from this
19 compared to the entire financial year 2017-18. Within that,
segment, and have a negligible share in construction finance.
mortgages constituted half of these sell-downs, with their volumes
(Source: ICRA Report).
increasing to 1.9 times of financial year 2017-18 levels. Besides,
the sector also witnessed HFCs selling down some of their Lease OPPORTUNITIES FOR HOUSING FINANCE SECTOR
Rental Discounting (LRD) exposures during the period, for the
The year 2019 promises to be the best year to buy your dream
first time in the last three years.
home. Affordability has increased in the recent times aided by
stagnant property prices, steady annual wage inflation of over
Reducing share of retail loans on book (due to asset sell-
10% in the last decade and lower effective interest rates, due to
downs) to bring credit ratings under watch
tax incentives and renewed interest in the affordable home space
In a bid to shore up liquidity and meet repayment obligations, aided by Pradhan Mantri Awas Yojana (PMAY) subsidy. With rapid
companies which increasingly resorted to sell-down of retail urbanisation, low mortgage penetration, nuclearisation of families
assets will likely experience change in their on-balance sheet loan and having two-thirds of the country’s population below 35 years
mix. For instance, your Company not disbursing any fresh loans of age, good demand for housing is expected in 2019. The year
and selling down an additional ` 30-40 billion in fourth quarter of 2018 was a good one for commercial leasing with absorption
financial year 2018-19, the loan book composition would be very of over 43 million sq.ft. of new office space, a lead indicator for
different from what is reported on an Asset Under Management job creation in the service sector. With fiscal deficit and inflation
(AUM) basis. expected to be within the RBI’s estimates, the 10-year G-sec
(Government Securities) now off its highs, stable currency and
OVERVIEW OF THE HOUSING FINANCING INDUSTRY lower oil prices, the interest rates for a home loan borrowers are
The total housing credit outstanding was ` 17.8 lakh crore as on expected to be stable in 2019. Thus, favourable macroeconomic
September, 2018 as against ` 16.6 lakh crore as on March, 2018, conditions coupled with conducive demographic factors and
leading to an overall growth of 17%. Growth for the housing credit increasing affordability augurs well for the housing sector.
book of banks was supported by portfolio buyouts, which started
picking up from second quarter of the year under review. Going One of the most important factors for any retail loan borrower is
forward, while market growth is expected to slow down, increased the rate of interest. While overall home loan rates are expected
securitisation volumes could lead to increased share of banks in to be stable in 2019, a major change that home loan borrowers
the overall housing portfolio. HFCs reported a Year on Year (YoY) would see this year is that banks as mandated by RBI will have to
growth of 22% in the overall portfolio for the 12 months ended switch to an external benchmark to determine rates. Since short-
September 2018, supported by a higher YoY growth of 30% in the term benchmark rates move a lot, this will introduce volatility.
non-housing loan segment while the home loan portfolio grew by However, in the long term, this will be a positive move for home
18% during the same period. However, housing loans continue loan borrowers.
to dominate the HFC loan book, their share in the overall HFC
portfolio reduced to 64% as on September, 2018 owing to the Another important factor is that, the Country’s mortgage is so
higher pace of growth in non-housing loans. The share of housing under-penetrated, NBFCs and HFCs have taken advantage
15
of this potential and have been the biggest drivers of housing The Government and market regulators have been taking
finance growth. They have adopted multi-pronged distribution necessary measures for development of monetizing vehicles like
model and their last-mile connectivity in tier II and tier III cities Infrastructure Investment Trust (InvIT) and Real Estate Investment
has been very effective in tapping under-banked areas and Trust (REITs) in India. SEBI in February, 2017 notified norms
underpenetrated segments of home buyers. HFCs and NBFCs allowing mutual funds to make investments in such entities. This
have developed efficient loan processing capabilities through the move is aimed at boosting investor’s interest in such alternative
use of technology platform and cost efficient processes, with an investments.
ability to offer faster loan turnaround time.
The RBI has raised housing loan limit for eligibility under priority
In such a backdrop, the recent pause in home loan disbursals by sector lending (PSL) from ` 28 lakh to ` 35 lakh in metropolitan
NBFCs and HFCs, over the entire second half of the financial year centres, and from ` 20 lakh to ` 25 lakh in other centres. The
2018-19 and still continuing, has been a point of concern. Though ceiling on cost of eligible dwelling units has also been revised
banks have continued to disburse home loans during the liquidity from ` 35 lakh to ` 45 lakh in metropolitan areas and from ` 25
crisis faced by NBFCs and HFCs, their limitations in product lakh to ` 30 lakh in other areas. The limits were revised in order
offering and turnaround time will surely impact the housing to bring convergence between PSL guidelines for housing loans
finance growth in the country, especially in tier II and tier III cities. and the affordable housing scheme under the Pradhan Mantri
However, with the liquidity situation now close to normalising, Awas Yojana (PMAY).
NBFCs and HFCs are expected to restart disbursals. In 2019,
housing finance is expected to pick up pace, and combined with Tax Incentives
structural increase in home loan demand on the back of stable
The Tax incentives have traditionally been a key instrument used
macroeconomic conditions and strong demographic factors, the
by the Government to promote the growth in the housing sector.
2019 growth will match or even outpace previous year’s growth.
The Tax incentives have also been instrumental in driving the
The current government has viewed housing as its centrepiece housing demand in India with few of the tax benefit as follows:
economic policy and announced various schemes and policies
to increase home ownership. It has been well recognised that The Government has allowed a rebate on taxable income between
in addition to its social aspects, housing is also a key driver of ` 2.5 lakh to ` 5 lakh per annum in the interim Budget for 2019-20,
economic growth with its ability to create employment and its which will enable housing for all initiative, as it would provide
linkages to multiple other sectors. Housing is the fourth largest additional disposable income to potential buyers of affordable
contributor to Indian GDP and the sector has the potential to homes.
become the engine of domestic growth for the Indian economy
in the coming years. The Government has also increased interest deduction on loan
taken for an affordable home by ` 1.50 lakh. This means that the
In all, based on how various parameters are panning out, India’s owner of a self-occupied house in the affordable segment, valued
macroeconomic scenario will remain stable in 2019 and it is at up to ` 45 lakh can claim interest deductions of ` 3.50 lakh
expected that the housing finance sector will play a pivotal role in instead of ` 2 lakh.
the growth story of the country.
Government has extended benefits under Section 80-IBA of
Measures taken to promote real estate the Income Tax Act for one more year upto March 31, 2020.
The Union Budget 2018-19 continued its push for the real estate Accordingly, all the projects approved and meeting the conditions
sector by announcing following measures: prescribed under the said Section 80-IBA, are entitled to claim
a deduction of 100% of the profits, with respect to the project
(1) Establishment of a dedicated Affordable Housing Fund approved. This benefit is available, only if the concerned housing
in National Housing Bank, financed from priority sector project has been approved between June 1, 2016 and March 31,
lending shortfall, which will make available low-cost long- 2020. This will enable creation of more homes under affordable
term funds for affordable housing. housing.
(2) Allocation of ` 6,505 crore for Pradhan Mantri Awas Further, with the aim of giving impetus to real estate, the
Yojana (Urban) [PMAY(U)] as against ` 6,043 crore in Government has proposed extending the period of exemption
2017-18, including allocations for Credit Limit Subsidy from levy of tax on notional rent, on unsold inventories, from one
Scheme (CLSS). Additionally, Internal and Extra Budgetary year to two years. This will be applicable from the end of the year
Resources of ` 25,000 crore under PMAY(U) have been in which the project is completed, and this will benefit the industry
made available for 2018-19. facing slow off take of inventory.
(3) Allocation of ` 21,000 crore for PMAY (Gramin) as against For families which have more than one house – one in the home-town
` 23,000 crore in 2017-18. The total resource requirement and the other in a location where family members work or have a
is projected at ` 33,000 crore, comprising of ` 21,000 crore job – currently, income tax on notional rent is payable in such cases
of Gross Budgetary Support and ` 12,000 crore of Extra i.e. if one has more than one self-occupied house. Considering
Budgetary Resources. the difficulty of the middle class having to maintain families at two

1 2 3
locations on account of their job, children’s education, care of The thrust on increasing rural income is also likely to aid the
parents etc., the Government have exempted levy of income tax on demand for housing and is likely to be a positive for the HFCs
notional rent on a second self-occupied house. from a growth perspective, especially for players with a good
presence in rural and semi-urban areas.
The benefit of rollover of capital gains under Section 54 of the
Income Tax Act has been proposed to be increased from Credit-Linked Subsidy Scheme (CLSS)
investment in one residential house to two residential house for a Under the ‘Housing for All by 2022’ mission, the Central
tax payer having capital gains up to ` 2 crore. This benefit can be Government has implemented credit-linked subsidy component
availed once in a life time. as a demand-side intervention to expand institutional credit flow
to the housing needs of the people residing in urban regions.
Government Initiatives / efforts to boost Affordable Under this component, credit-linked subsidy will be provided on
Housing home loans taken by eligible urban population for acquisition and
The Government incentives to boost the residential real estate construction of houses. Affordable housing under CLSS will be
sector, in the current fiscal year, witnessed increase in Affordable implemented through banks/ financial institutions. Housing and
Housing projects especially budget housing. Growing affordability Urban Development Corporation (HUDCO) and National Housing
for the first-time home buyers, supported by government Bank (NHB) have been identified as Central Nodal Agencies
incentives like the PM’s Awas Yojana resulted in a rise in primary (CNAs) to channelise this subsidy to the lending institutions and
home purchases, especially in the affordable housing with loan for monitoring the progress of this component.
growth to 17% - 19%.
For all the income slabs, as notified, any additional loan taken
A Schematic approach to promote afforadable housing by the beneficiary up to a maximum tenure of 20 years will be at
Pradhan Mantri Awas Yojana non-subsidised rates. The interest subsidy amount will not be the
differential of interest amount (of actual and subsided rate) but
The Government of India (GoI) launched the ‘Housing for All’
the net present value (NPV) of the interest subsidy amount - to be
mission under the Pradhan Mantri Awas Yojana (PMAY) in June
calculated at a discounted rate of 9%.
2015. The mission attempts to address the demand and supply-
side constraints that had affected the sector’s growth in the past.
Reduction of stamp duty on affordable housing
On the demand side, the GoI proposed a credit-linked subsidy
capital, which could be as high as 44% (` 2.67 lakh) for a loan Stamp duty being a state subject, the duty rates vary at different
of up to ` 6 lakh. On December 31, 2016, the Prime Minister locations across the country. In addition, stamp duty is calculated
introduced two new middle-income categories under the scheme, ad valorem on the basis of the price of the property sold.
that is loans of up to ` 9 lakh and ` 12 lakh with subvention of Therefore, the government should evaluate the idea of capping
4% and 3%, respectively. The income eligibility criteria for the the stamp duty rates for affordable homes.
two categories are overall household income of ` 12 lakh and
` 18 lakh respectively. Priority sector lending certificates (PSLC) for HFCs
Priority sector lending certificates (PSLC) are tradable certificates
These categories are likely to improve affordability for a wider set of issued against priority sector loans of banks. PSLCs are an
borrowers leading to increased growth potential in the affordable effective market-driven interest subsidy to the institutions that
housing segment. However, the success of this action would originate priority sector loans.
hinge on the availability of supply of such houses. Initiatives taken
by state governments and urban local bodies to provide land to At present, only scheduled commercial banks, urban co-operative
keep the prices affordable while ensuring adequate returns for banks, small finance banks and local area banks are allowed to
the developers would be critical for ensuring adequate supply issue and buy PSLCs. Given the priority sector classification on
of low-cost housing. Further modifications to the scheme were affordable housing loans, PSLC issuance should be extended to
made in November 2017 when the dwelling unit carpet area was housing finance companies too.
increased for the Middle-Income Group segment.
The existing measures and efforts of the government to offer
The Union Budget for Fiscal 2018 has maintained its focus
affordable housing have turned out be quite beneficial for the
on the agenda for Housing for All by 2022; The allocation of
industry. However, expanding the demand spectrum further,
` 27,400 crore under PMAY was at levels similar to last year.
announcements on augmentation of the existing schemes or the
This would help in continuing the growth momentum in the
launch of a few beneficial ones will definitely spur growth in the
affordable housing sector on the demand as well as supply side.
industry. It’s time to capitalise on the affordability factor.
In addition to the Credit-Linked Subsidy Scheme, the setting up
of an affordable housing fund is likely to increase the funding
options for HFCs operating in the affordable housing space. In
Launching of ‘Knowledge Lab’
ICRA’s opinion, HFCs operating in the affordable housing space To meet its vision of housing for all by 2022, the government has
could benefit from lower funding costs, which are likely to improve launched an online knowledge lab for states and union territories,
affordability for end borrowers. detailing ways to execute affordable housing projects through
17
new technologies and innovative designs. The laboratory will act duty payable at the time of purchase of property also causes an
as a source of information on the matters related to affordable increase in the cost of land significantly. It gets priced out many
housing in the country. potential housing finance customers in owning a house. A long
term urban mission that takes into account the supply of land in
To boost affordable housing and achieve the vision of Housing for high concentration areas is essential. It should enable developers
All by 2022, the government (Centre and State) have undertaken to plan and execute clusters of affordable colonies in partnership
several initiatives under Pradhan Mantri Awas Yojana (PMAY) with with the government.
an aim to build 1 crore homes in urban and rural India by 2022.
Other factors
Affordable housing has also been accorded infrastructure status,
Housing loans typically have long maturity periods. Unless
ensuring that developers in this segment have access to cheaper
long-term capital/debt are available for investment at competitive
loans.
rates, mis-matches of funds flow could become a challenge both
on liquidity as well as in cost of replacement of funds.
THREATS FOR HOUSING FINANCE SECTOR
The liquidity crisis has hampered credit growth for housing Another related challenge is the volatility in the interest rates that
finance companies and is unlikely to improve much in the current could enhance the interest rate risk and disrupt the sustainability
financial year, even as the weak external environment will put a of margin of HFCs. Importantly, funding and pricing will remain
pressure on asset quality, warns a report. vulnerable as money market aligns after a time lag to market for
demand for resources by HFCs.
HFCs are expected to report a 13-15% credit growth in FY19,
which will inch up to 14-16% in next fiscal year. Gross non- Economic cycle and resultant impact on employment will remain
performing assets of the home loan segment will increase to up to a potential challenge to HFCs in adjusting to delay and defaults
1.3% in the medium-term from the present 1% levels. If the project on repayment commitments.
loans are included, their overall Non Performing Assets (NPAs)
will shoot up to 1.8% in the medium-term from the present 1.4%. BUSINESS AND OPERATIONAL OVERVIEW
Your Company is a HFC with a pan India presence catering mainly
According to ICRA, the ongoing troubles will result in a narrowing
to lower and middle income customer segments in Tier II and Tier III
of margins and accordingly, a moderation of profit levels to 14%
towns of India. Your Company has maintained a steady growth
levels in the financial year 2018-19 from 18% in the year-ago
in Assets Under Management (AUM) over the years and is one
period, and that it is expected that the bottom-line of companies
of the four HFCs in India with AUM of more than ` 1 lakh crore, a
to be at the same levels in FY 2019-20 as well.
benchmark which it crossed in the financial year 2017-18.
Following the September 2018 liquidity crisis slowdown in the
Your Company has a robust in house credit appraisal process
credit growth of HFCs, banks have been quick to seize the which targets first time home buyers and customers with limited
opportunity. The housing loans portfolio for HFCs and other credit history. As an outcome of this focused approach, your
shadow banking lenders came down to 13% from 18% in the Company has achieved significant milestones under the Pradhan
year-ago period, while the overall housing credit outstanding Mantri Awas Yojna (PMAY) scheme, the flagship program of the
growth also narrowed down to 16% from 18%. government to energise affordable housing. Under the PMAY
scheme, your Company has received subsidy to the tune of
Non-Availability of Funds
` 1,200 crore for 53,000 cases till May 2019 and is currently
Financing in any area depends on the availability of funds for processing another 42,400 cases with a total subsidy amount of
the purpose. Housing finance is a long-term investment, which another ` 870 crore.
requires plenty of funds. One of the main problems of housing
finance sector of India is non-availability of long-term capital for Your Company, as a part of its growth, made significant
investment. Conventionally, the funds for the housing sector have investment in people and technology from the financial year
originated from the individuals themselves by way of their own 2016-17 onwards, till September 2018 when the liquidity crisis hit
savings or from the financial institutions that are primarily engaged your Company hard. After reporting a strong credit growth in first
in the intermediation process of channelizing funds from the half of the financial year under review, your Company witnessed
savers to the borrowers. But the funds so organized through the a slowdown in the third and fourth quarters. At the fag end of
formal sector financial institutions remain much lower than what is the second quarter of the financial year under review i.e. on
required to tackle the problems of housing finance in India. September 21, 2018, your Company witnessed sharp decline in
its stock price which plunged down by 42.58% i.e. from ` 610.55
Higher Cost of Acquisition of Land to ` 350.55 sparking speculation that your Company may be
The availability of land in adequate quantity at the right place facing liquidly issues which created a panic in the stock market.
& at an affordable price is more important for housing finance The same was strongly denied by your Company in form of an
sector. The inelastic supply of suitable land results in a spurious exchange filings as well as press statements and investor calls by
increase in the cost of real estate. Besides, the very high stamp the senior management of your Company.

1 2 3
At the time of stopping its fresh origination in end September 2018, when the said news website had already announced its press
your Company was clocking over ` 2,500 crore of retail loans per conference on January 25, 2019, with a pre-determined view that
month with close to 70% as Home loans with a ticket size of sub they were purportedly exposing an alleged “financial scam”.
` 20 lakh. Your Company’s investments in back office processing
and centralized underwriting took wings around this time to match The entire approach of the news web site raises serious concerns
growing volumes and value in retail origination. Even in January, about the motivation of the said so-called ‘Expose’. The real intent
2019, when your Company had started lending for a couple of of this exercise appears to be to defame your Company with many
days before stopping again, your Company reported more than false and scurrilous allegations and even possibly destabilize
1,000 logins in two days thus showing the inherent strength in the your Company, leading to serious repercussions to the market.
business model of your Company.
In any case, in reply to the aforesaid email from the said Indian news
Post September 2018, bank lines of credit dried up and even website, your Company had confirmed that all the questions were
existing limits got frozen. This coupled with multiple downgrades
not only false but also wholly unjustified innuendos and allegations.
by rating agencies created significant pressure on your Company
to maintain a stable liability profile and regular liquidity flow. Your
The Audit Committee of the Board of Directors of your Company
Company expressed concerns over the multiple downgrades
took note of the said email from the said news website and the
and alluded to it as non-merit based and not supported by track
subsequent events. Audit Committee also appointed a reputed
record of repayments.
independent Chartered Accountant firm viz., M/s. T. P. Ostwal
& Associates LLP (“TPO”) to carry out an in-depth review of the
Even in adverse circumstances, your Company reiterated its
steadfast commitment to all its financial responsibilities. Since allegations made by the said news website against your Company
September 2018, your Company has made liabilities payment and verify the data and Independently place their findings before
of approx. ` 22,706 crore, which includes principal repayment the Audit Committee.
of more than ` 19,600 crore and interest payment of more than
` 3,000 crore. As on Mach, 31, 2019, your Company had a liability TPO verified the transactions & dealings entered into by your
outstanding of around ` 91,391 crore. The share of debt markets Company for the period April 1, 2015 to December 31, 2018; and
instruments was at 51%, followed by banks at 36%, deposits at except certain procedural lapses and better end use monitoring of
7%, External Commercial Borrowings at 3% and National Housing project loans, the audit by TPO did not find evidence in relation to
Bank at 3%. allegations of creation of shell companies, insider trading etc. The
Audit Committee also directed the Joint Statutory Auditors of your
While the cash flows are supported by regular EMI collections it is Company to review the report submitted by TPO. The summary
significant to note that the collections of your Company have not of the report submitted by TPO was submitted by your Company
witnessed any drop in its efficiency the inability to raise money on March 5, 2019 to the stock exchanges i.e. BSE Limited and
from the capital markets and banks gradually created cash flow National Stock Exchange of India Limited.
mismatches and challenges in meeting repayment commitments
on due dates. The portfolio quality and its acceptance is testimony Your Company took necessary corrective actions to iron out the
to your Company’s origination capability particularly in the procedural aspects reported by TPO and the Action Taken Report
segment of first-time borrowers in the LMI segment with limited was placed before the Audit Committee from time to time.
access to formal credit. As a result, your Company has sold
down loan assets worth more than ` 25,000 crore (net loans more Your Company has received communications seeking
than ` 21,000 crore) since September 2018. The collections and clarifications about allegations made by the said news website
servicing ability on these sold down assets has been remarkable from Ministry of Corporate Affairs, Securities and Exchange
with no deterioration in asset quality. Board of India, Income Tax department etc. seeking information
and documents from your Company. Your Company has fully
Allegations against your Company and corrective co-operated with the authorities in providing all the information,
measures clarification and documents to the authorities and shall even at
During the year under review, your Company was subjected to all times hereafter co-operate with all authorities in providing any
information as may be sought and is confident that your Company
mischievous and malicious campaign by an Indian news website,
would come out clean from this phase.
with a mala fide intent to cause damage to the goodwill and
reputation of your Company resulting in erosion in shareholder Liquidity and Sale of non-core assets
value.
Your Company has taken a decision to monetise non-core assets
and smaller investments to bring in non-dilutive capital into your
Your Company received an email from the said news website Company. Your Company has on June 10, 2019 closed the sale of
on the morning of January 29, 2019, seeking answers to sixty Aadhar Housing Finance Limited, one of its associate companies
four detailed questions containing not only false but also wholly to BCP Topco VII Pte. Limited, which is controlled by private equity
unjustified innuendos. Your Company was shocked and surprised funds managed by The Blackstone Group L.P. Your Company has
to receive this inquiry on the morning of January 29, 2019, also completed the sale/ transfer of 1,92,50,719 equity shares
19
(equivalent to 30.63%) held in Avanse Financial Services Limited • Dedicated teams have been created to handle various
to Olive Vine Investment Limited, an affiliate of the Warburg process steps. These specialized teams handle audits,
Pincus group and consummated the transaction on July 30, resolve audit observations, Daily tracking and file retrievals
2019. Further, your Company has sold the entire stake held by where needed
it (i.e. 17.12% directly and 32.88% through DHFL Advisory &
Investments Private Limited) in DHFL Pramerica Asset Managers • Document Management System has been put in place
Private Limited and DHFL Pramerica Trustees Private Limited to where scanned images of 90% of all live retail loans are
PGLH of Delaware and the transaction was consummated on July
available on the desktop
31, 2019. Your Company has sold down a large project loan to
Oaktree Capital to raise ` 1,375 crore in February 2019.
• Document Management System has enabled desktop
Product and Services audits for the securitization pools by the financial institutions/
Your Company is a housing finance company with a focus Banks. The desktop audits have substantially reduced the
on providing housing finance and related products for the time taken for the securitization audit
underserved majority, primarily through home loans provided
to the LMI segment in India. Your Company provides secured • Securitization Audits handled centrally at the Central
finance primarily to individuals, partnership firms and companies Processing Unit and at storage vendors location to eliminate
for the purchase, self-construction, improvement and extension of delays and to ensure timely completion of the audits.
homes, new and resalable flats, commercial properties and plots.
Your Company also provides other non-housing loan products PMAY Process
including loans against property, lease rental discounting, loans
Your Company also offers products aimed at the weaker sections
to SMEs and loans to finance construction of residential and
of society, and actively participates in various schemes of
commercial projects.
National Housing Bank, such as the Golden Jubilee Rural Housing
Retail Loans Refinance Scheme and Pradhan Mantri Awas Yojana (PMAY).
Your Company’s Housing Loans portfolio consists of a range of
home loan products designed for the various classes of borrowers, Your Company in a bid to create a robust platform for enabling
matched to their borrowing capabilities. The products, suitable for homeownership for the India that lives in Tier II and III cities
salaried professionals, self-employed and entrepreneurs, come and in line with the Indian Government’s ‘Credit Linked Subsidy
with repayment options up to 30 years. Loans for purchase of Scheme’ (CLSS) under the PMAY have created efficient and
ready or under-construction housing units, home renovation/ effective workflow based processes to maximize the benefits
extension, self-construction, purchase of plots and composite for its customers. The focused approach has resulted in PMAY
loan for purchase of plot and self-construction are included in this Subsidies of ` 1,035 crore for 2018-19 compared to ` 156 crore
category. Special care is taken to enable home loan access to the in 2017-18. The new initiatives taken by your Company are as
LMI segment, while designing the product and processes.
follows :
Contours of the Retail Portfolio
• Your Company has enhanced its systems to identify town
Your Company has been steadfast in its focus on servicing the codes with PMAY flag. In order to enable this your Company
LMI segment and the average ticket size for the housing loans is has bifurcated town code master list into applicable pin
` 16 lakh. The Non-Housing portfolio is maintained at average of codes for the town.
` 36 lakh for Mortgage Loans and ` 99 lakh for SME loans.
• The systems have been further enhanced to identify the
Your Company efficiently manages credit risk on both portfolio as applicable product programs under EWS / LIG / MIG and
well as on a transactional level. This reflects in the CIBIL scores they were segregated as per Carpet Area, Annual Income
of the customer base of our portfolio- 88% of our Retail Housing and Property Ownership.
Loan customers have CIBIL bureau score greater than 650 and
82% of the Retail Mortgage Loan customers have a CIBIL score • Ancestral Property Investigation is conducted through
greater than 650. Further, 93% of the Housing Loan Customers Residential Verification, CERSAI, Personal Discussion and
have a Fixed Obligation to Income Ratio (FOIR) of less than 60%. CIBIL report validation
78% of the SME customers have a FOIR of less than 60% and
75% of the Mortgage Loan Customers have a FOIR of less than • Technical validation is performed by the technical team by
60%. 61% of our Housing Loan Customers have a Loan to Value visiting the property and checking the carpet area as per
(LTV) of less than 70%, 65% of the Mortgage Loan Customers the prescribed guidelines, Town Code and urban authority
have a LTV of Less than 60% and 54% of our SME customers approval validation.
have a LTV less than 50%.
Central Processing Units
Building Efficiencies in the Securitization Process Your Company has successfully transitioned the loan sanction
Your Company has taken steps to rationalize the workflow process to the Central Processing Units (CPU) for all the salaried
management of the securitization process to improve the Turn and self employed files. The CPUs in Mumbai and Hyderabad,
Around Time (TAT). with their operating efficiencies, cutting edge tools, state-of-

1 2 3
the-art facilities and well trained teams, have helped centralise under the supervision of your Company’s sales supervisors. This
most of the underwriting requirements, thus improving the loan team contributes 51% to the quantum of loans disbursed by your
processing time significantly. Company and based on the disbursement of loans sourced by
them, they are paid a combination of fixed fee and performance
The CPUs built in state of the art facilities at Mumbai and linked variable commission. DSAs and other business referral
Hyderabad manage 80% of the total retail volumes. The CPUs partners are also a strong generators of business for your
handled 1.34 lakh applications with an approval rate of 80% Company.
during April to September 2018.
Your Company’s employees remain involved across the value
Deposits chain of the loan process, engaging with customers from the stage
Fixed Deposits have been an important source of borrowing for of loan origination through disbursement. With most loan cases
your Company, and your Company has steadily build a robust originating from the in-house direct selling team, the employees
deposit book over the years. get an opportunity to gain insights into the specific needs of the
customers, also leading to strengthening of the credit appraisal
However, pursuant to the series of downgrades in the credit mechanism and increased brand awareness.
rating of your Company, your Company stopped acceptance of
fresh Fixed Deposits, as well as renewals, with effect from May Your Company’s employees’ performance is measured for their
20, 2019 as the credit rating has gone below the minimum credit efficiency and effectiveness, with pre-defined parameters. The
rating required for accepting deposits, as prescribed by NHB. performance measurement is quantitative and the individual
As of March 31, 2019 the total outstanding Fixed Deposits were scorecards are maintained for each employee.
` 6,963.92 crore.
The in-house underwriting team conducts a credit check and
verification procedure on each customer, thereby ensuring
Your Company, however, continues to serve the existing fixed
consistent quality standards and minimising the risk of future
deposits and all maturity and interest payments are happening on
losses. 100% of the loans are underwritten by the in-house credit
the scheduled day without any delay.
managers.
Other Products and Services Your Company has also engaged third party web-based loan
Your Company also operates in fee-based verticals that origination and lead management systems to originate and manage
complement your Company’s core business. By cross-selling home loan applications. Such third party providers are engaged
various products, including insurance, to Company’s customers, on a commission fee on the leads and also based on the amount of
your Company retains its present customer base and generate loans disbursed to customers who have been originated or led from
additional fee-based income resulting in higher returns. It also the loan origination and lead management system. Your Company
protects interest of the customers in case of unforeseen events ensures quick turnaround time to improve customer satisfaction,
with relation to the person or property. while maintaining underwriting standards. Your Company services
both individual consumers and developers through its end-to-end
Insurance services business model. Technology has emerged as a key driver of your
Your Company is registered with the IRDAI as a “Corporate Company’s customer-centric growth strategy, enabling it to boost
Agent – Composite”. With such registration, it is authorized operational productivity and efficiencies. Customer satisfaction
to solicit customers and serve the businesses of both life and is ensured through efficient customer interfaces with quick
general insurance companies. In this regard, your Company has turnaround, while adhering to the highest underwriting standards.
entered into corporate agency agreements with DHFL Pramerica With evaluation of the properties funded, conducted by in-house
Life Insurance Company Limited, Cholamandalam MS General technical experts, who are qualified civil engineers, customers
Insurance Company Limited and DHFL General Insurance have the advantage of a one-stop shop. This is of particular help to
Limited. Pursuant to these agreements, your Company acts as the relatively inexperienced customers in the LMI segment, which
agent of aforesaid Insurers. your Company is primarily targeting.
Asset Management Services Operational efficiencies

Your Company also offers Mutual fund products of its erstwhile Your Company has a separate Operations vertical to run post
Joint Venture entity i.e. DHFL Pramerica Asset Managers Private sanction disbursement and loan management processes, thus
Limited. helping it to manage its geographically diverse business, and
the related risks, more effectively. The Operations team is tasked
Structured approach to business development with processing of the documents covering legal and technical
Your Company follows a systemic approach to business, and reviews, besides handling disbursements and relationships
has, over the years, developed a well-structured business across the transaction life cycle.
model, comprising of Sales & Marketing, Credit, Operations, Risk
Management, Internal Audit, Collections & Recovery and other Your Company’s Central Disbursal Units (CDU) in Mumbai and
key complementary functions. Your Company has an extensive Hyderabad have been setup on the lines of its Central Processing
sales network, which includes a direct selling team working Units (CPUs) by incorporating the best practices, which have
21
helped centralise most of the post sanction disbursal process, customer service managers coordinate the respective vertical
thus enabling better controls and improving the processing time. team members of branches and other units for resolution of
complaint. Upon resolution of the complaint, the branch MIS
To ensure procedural discipline, your Company has in place strong system is updated, and communication is sent to the customer by
checks and processes, which also enables it to achieve exposure telephone or by email using standard templates.
limits for several segments and review of the local markets and
builders on continuous basis, as a part of its portfolio monitoring Since November 2015, your Company has partnered with Rural
and management framework. Further, the sanction conditions Shores Business Services (P) Limited, Kopargaon to handle the
have been rationalized, thus enabling significant improvement customer service related calls and emails at its call centers.
in operational efficiency and speed of service at the disbursal The call centre services queries related to home loans, SME,
stage. The processes and systems, designed and followed by the mortgages, insurance and deposits. Apart from Hindi and English,
Operations team, help bring in greater efficiencies and enhanced calls are also being answered in Marathi which your Company
productivity for your Company. believes will achieve a higher level of customer satisfaction.
Distribution Network Non-Performing Assets

Your Company has a robust marketing and distribution network, With all the above mentioned efforts & processes in place,
with a presence across 330 locations including 195 branches, 108 your Company consistently maintains low NPA levels. This has
service centres, 19 zonal/ regional/CPU Offices, 4 disbursement been made possible through adherence to good underwriting
hubs, 1 Administrative Office, 1 Registered Office, 1 Corporate standards, regular monitoring and strong recovery systems.
Office and 1 National Office as at March 31, 2019.
The amount of Gross Non-Performing Assets (NPA) as at March
31, 2019 was ` 2,445.52 crore, which is equivalent to 2.72% of
Your Company’s distribution network is designed to reach out to
the loan portfolio of your Company, as against ` 880.94 crore i.e.
the Low and Middle Income (LMI) segment and tap a growing
0.96% of the loan portfolio as at March 31, 2018. The net NPA
potential customer base throughout India. Its network is grouped
as at March 31, 2019 was ` 1,902.94 crore i.e. 2.12% of the loan
into zones and regions located pan-India. Your Company’s
portfolio. The total cumulative provision towards loan and other
distribution network in India is spread over Tier II and Tier III cities
assets as at March 31, 2019 was ` 4,494.07 crore (including
and towns. Your Company strongly believes that its business
extra provision of ` 3,020.05 crore) as against ` 974.08 crore in
model allows it to deliver improved turnover time and to improve
customer satisfaction while maintaining asset quality. the previous year. During the financial year under review, your
Company had written off ` 212.26 crore of loans / receivables as
The distribution network of your Company also includes direct against ` 159.91 crore during the previous financial year.
selling teams (i.e. staff working with us on a contract basis),
Fair value Project Loan with a view of existing the line of
Direct Selling Agents (DSAs) and other business referral partners.
business
Direct selling teams work under supervision of its employees and
the payment for their services is a combination of fixed fee and Due to the current business environment, your Company is in
variable commission based on the disbursement of loans sourced the process of strategic shift in the business by keeping its sole
by them. The majority of the loans are sourced through the direct focus on retail business. Your Company no longer intends to
selling teams. hold the whole sale portfolio which includes project loans, slum
rehabilitation authority (SRA) loans and wholesale mortgage loan
Customer Service and Grievance Redressal Processes portfolio for the purposes of collecting the principal and interest.
Your Company has established a multi-level customer query and The Management envisages to monetise the wholesale loan
grievance resolution process for customers to approach it through portfolio. Consequently, the said loans aggregating ` 34,881.60
various channels such as through the branches, call centers, crore have been reclassified on Fair Value Through Profit or Loss
emails, letters, social media etc. At branch level, dedicated (FVTPL) as at March 31, 2019 and the resultant fair value loss has
customer service (CS) managers are appointed at each zonal/ been charged to the Statement of Profit and Loss.
regional office. The CS manager and branch operations manager
ensure timely resolution of the complaints/queries received at the BRANDING AND MARKETING
zonal/ regional office. In addition to customer walk-ins, phone During the year under review, your Company successfully
calls and emails, the secure suggestion boxes and complaint conducted its brand-centric, experiential marketing campaign
registers are made available at every branch and customers ‘Griha Utsav’, which was launched in 2017 in line with the
are encouraged to submit their feedback and complaints. Your government’s vision of ‘Housing for All by 2022’. Aimed at
Company accepts customer complaints through request letters strengthening your Company’s customer connect in Tier II and
and/or customer request forms available at its branches whereby III towns, this unique nation-wide initiative comprised of ‘Property
it can verify the customer’s details. Your Company ascertains the Expo and Home Loan Melas’, wherein a market place was created
nature of the customer request and subsequently assigns a unique for builders to display affordable properties, and consumers who
service request number. It strives to provide a prompt resolution were looking for such properties were invited to visit the expo.
based on a template response mechanism. If necessary, your Through this initiative, your Company touched millions of lives by
Company engages its legal team in the response process. The enabling their home ownership dreams.

1 2 3
Your Company enhanced its social media presence by increasing

(` In Crore)
its engagement with customers via Facebook, Twitter, LinkedIn
and YouTube. Basis in-depth research on consumer’s online Particulars March 2019 March 2018
behaviour and journeys, your Company revamped its website LIABILITIES & EQUITY
making it mobile and user friendly for improved communication Liabilities
with its stakeholders and customers. The website effectively
Financial Liabilities
captures your Company’s leadership position across housing
and non-housing loan portfolios and helps visitors get a better Derivatives financial instruments 302.51 135.81
understanding of your Company’s products and services with a Trade Payables
least number of clicks. (i) Total Outstanding dues of Nil Nil
Micro Enterprise & Small
Your Company has leveraged the digital media to generate
enterprises
awareness on the nuances of home loans and welfare schemes,
including the Pradhan Mantri Awas Yojana (PMAY), using digital (ii) Total Outstanding dues 102.05 104.12
characters ‘Sharmaji & Vinodji’ launched in 2016, as part of its of Creditors other than
consumer education initiative. Micro Enterprise & Small
enterprises
FINANCIAL OVERVIEW Debt Securities 45,379.12 35,813.60
Balance Sheet Movement Borrowings (other than Debt 40,604.21 45,114.14
During the financial year under review, your Company has Securities)
adopted Indian Accounting Standards (Ind AS) notified under Deposits 6,588.40 9,652.44
Section 133 of the Companies Act, 2013 (“the Act”) read with
Subordinated Liabilities 1,135.81 1,131.84
the Companies (Indian Accounting Standards) Rules, 2015. The
financial statements for the year ended March 31, 2019 have Other Financial Liabilities 4,087.69 4,955.96
been prepared under Ind AS. The financial statements for the Provisions 10.15 6.29
year ended March 31, 2018 have been restated in accordance Other non-financial Liabilities 163.25 164.92
with Ind AS for comparative purposes.
Equity 313.82 313.66
The summary of your Company’s balance sheet as at March 31, Other Equity 7,788.24 8,918.87
2019 is as under:
TOTAL LIABILITIES 106,475.25 106,311.65
(` In Crore)
Particulars March 2019 March 2018 Authorised Share Capital
Assets Equity Share Capital
Financial Assets The present Authorised Share Capital stood at ` 828 crore
which comprises of (i) 57,80,00,000 equity shares of ` 10 each
Cash and cash equivalents 1,259.63 1,923.05
aggregating to ` 578 crore and (ii) 25,00,000 non-convertible
Other bank balances 1,741.01 1,030.41 redeemable cumulative preference shares of ` 1,000 each
Derivative financial instruments 171.13 87.23 aggregating to ` 250 crore.
Receivables 4.76 42.74 During the year under review, your Company issued and allotted
Housing and Other loans:- 1,64,177 equity shares of ` 10/- each, upon exercise of options
At amortised cost 66,348.82 92,457.92 (employee stock option plan and employee stock appreciation
rights) by the eligible employees of your Company pursuant to
At Fair Value 31,628.15 656.70
the Employee Stock Option Scheme, 2008 and Employee Stock
Investments 2,350.22 8,086.28 Appreciation Rights Plan 2015.
Other financial assets 1,091.23 766.48
Consequently, the issued, subscribed and paid-up equity share
Non-Financial Assets
capital of your Company increased from ` 3,13,65,88,470 divided
Current Assets (Net) 370.20 147.29 into 31,36,58,847 equity shares of face value of ` 10/- each to
Deferred Tax Asset 442.81 95.63 ` 3,13,82,30,240 divided into 3,13,82,30,240 equity shares of
Property, Plant & Equipment 782.93 842.28 face value of ` 10/- each.
Intangible Assets under 104.01 129.05 Other Equity

development During the year under review, your Company suffered a net loss
Other Intangible Assets 81.75 7.51 of ` 1,036.05 crore on account of huge impact on increased
Other non-financial Assets 98.60 39.08 provisioning and consequently, no transfers was made to Special
Reserve and Statutory reserve u/s 29C of National Housing Bank
TOTAL ASSETS 106,475.25 106,311.65
Act and to General Reserve.
23
As at March 31, 2019, other equity has reduced to ` 7,788.24 crore (USD 110 Million) and ` 874.16 crore (USD 130 Million),
crore as against ` 8,918.87 crore in the previous financial year. original lenders being banks under the syndicated loan facilities,
with State Bank of India, Singapore Branch, under Reserve
As at March 31, 2019, Debenture Redemption Reserve (DRR) Bank of India, ECB Refinance Guidelines, maintaining the same
stands at ` 1,170.00 crore on the outstanding amount of NCDs maturity and interest payment schedule as that of the existing ECB
issued by way of public issue during financial year 2016-17 and facilities. Both these refinances were successfully done to reduce
2018-19. Your Company being a Housing Finance Company the spread and to effectively bring down the cost of borrowing.
(HFC) is exempted from the requirement of creating DRR in case According to the terms of RBI guidelines, these borrowings
of debentures issued on private placement basis. have been swapped into rupees for the entire maturity by way
Dividend of principal-only swaps and LIBOR has been hedged by way of
interest rate swaps.
During the year under review, final dividend of ` 2.50 per equity
shares of face value ` 10 each, for the financial year 2017-18, During the financial year under review, the principal amount for
which was approved at the 34th Annual General Meeting held on the ECB loans availed by your Company has been fully hedged,
June 27, 2018, was paid. in accordance with the guidelines prescribed by Reserve Bank
For the financial year under review, the Board of Directors of your of India.
Company did not recommend any dividend.
Non-Convertible Debentures (NCDs)
Capital Adequacy Private Placement of Secured Redeemable NCDs
Your Company’s tangible Net Worth decreased from ` 9,232.53 During the financial year under review, your Company raised
crore as of March 31, 2018 to ` 8,102.06 crore as of March 31, ` 5,950 crore through secured redeemable NCDs on a private
2019, mainly on account of provision on Expected Credit Loss placement basis. As on March 31, 2019, the outstanding NCDs
(ECL) and Fair Value Through Profit or Loss (FVTPL) on the loan stood at ` 15,561.03 crore (including premium accrued on Zero
assets for the period. Coupon NCDs).
Capital Adequacy of your Company in the form of CRAR stood at
14.07% as of March 31, 2019 compared to 15.29% as of March
Private Placement of Perpetual Debt Instrument (PDI)
31, 2018, which is well above the NHB’s minimum stipulated Your Company did not raise Non-Convertible Perpetual Unsecured
requirement of 12%. Company’s Tier I CRAR stood at 9.40% Debentures during the financial year 2018-19. The outstanding
as of March 31, 2019 as disclosed at point no. 3 in “Disclosure balance of such debentures as at March 31, 2019 amounts to
Required by the National Housing Bank”. ` 1,135.81 crore.
Borrowing Composition Private Placement of Subordinated Debt

As at March 31, 2019, your Company’s sources of funding were As at March 31, 2019, your Company’s outstanding subordinated
primarily from banks and financial institutions 36%, Debt market debts were ` 2,202.00 crore. The debt is subordinated to present
instruments 51%, public (fixed) deposits 7%, refinancing from the and future senior indebtedness of your Company.
NHB 3% and External Commercial Borrowings (ECB) 3%. Your
Company aims to continue to gradually reduce its reliance on the
Non-Convertible Debentures (NCDs) by way of public issue
borrowings from banks and financial institution and focus on capital
market instruments with lower funding costs subject to compliance The Board of Directors of your Company at their meeting held on
with conditions prescribed by the NHB from time to time. April 30, 2018 had approved the raising of funds by way of public
issue of Secured Redeemable Non-Convertible Debentures of face
Long Term Borrowings value ` 1,000 each, subject to the receipt of necessary approvals,
Term Loans from Banks and Financial Institutions for an amount upto ` 15,000 crore (Rupees Fifteen Thousand crore
only) (including the green shoe option), in one or more tranches,
During the financial year under review, your Company raised
in terms of the provisions of the Securities and Exchange Board of
` 1,425 crore through term loans from banks and financial
India (Issue and Listing of Debt Securities) Regulations, 2008, the
institutions. The said loans are secured by first ranking pari-passu
Companies Act, 2013 and other applicable laws.
charge by way of mortgage on your Company’s immovable
properties and hypothecation of your Company’s present and
During the financial year under review, your Company made a
future movable properties, including book debts, in favour of
public issue of Secured Redeemable Non-Convertible Debentures
lenders (excluding the floating charge on the specific assets as
of ` 12,000 crore (including green shoe option). Your Company
per the provisions of Section 29B of the National Housing Bank
allotted 10,94,47,863 NCDs of the Face value of ` 1,000 each
Act, from time to time).
for aggregate amount of ` 10,944.79 crore. The proceeds of the
Your Company has 31 banks in its lending consortium as of aforesaid issuances were utilized for the purpose for which they
March 31, 2019, with Union Bank of India as the lead bank of the were raised, largely towards business purposes, pre-payment/
consortium for credit facilities aggregating to ` 32,955.94 crore. repayment of borrowings.
External Commercial Borrowings (ECBs) Commercial Paper

During the financial year under review, your Company has During the year under review, the reliance on short-term
refinanced two of the existing ECB loans amounting to ` 721.82 borrowings through commercial papers had declined with the

1 2 3
amount outstanding reducing to ` 833.18 crore as on March 31, l Vehicle amounting to ` 1.67 crore
2019 from ` 5,957.65 crore as against the previous financial year
ended March 31, 2018. l Computer systems amounting to `5.19 crore,
Public Deposits l Software amounting to ` 80.86 crore

Your Company has been consistently growing the retail deposit Your Company also made investments towards intangible assets
book over the past several years, backed by a strong distribution which are under development amounting to ` 104.01 crore
network and a competitive product offering. However, this year towards IT system upgradation. Your Company has no Capital
has been relatively tough for your Company due to adverse work in progress as at March 31, 2019.
economic and market conditions for Housing Finance Companies
and Non-Banking Financial Companies. As a result, the fixed Lending Operations
deposit portfolio of your Company has seen a decline during The Sanctions and Disbursements of housing/other property
the financial year under review. The total deposits reduced by loans, during the financial year 2018-19 were ` 43,343.28 crore
32% to ` 6,915.55 crore as on March 31, 2019 as compared to and ` 28,770.61 crore, respectively, vis-à-vis ` 65,935.78 crore
` 10,166.72 crore as on March 31, 2018, including other deposit. and ` 44,800.31 crore, respectively, in the previous financial
year. The cumulative loan disbursement of your Company since
Deposits accepted by your Company are secured by a floating inception was ` 204,986.80 crore. In the backdrops of significant
charge on the statutory liquid assets, created by way of Trust slow down of disbursement post September, 2018, the loan book
Deed as per the NHB’s Guidelines. reduced by 2.42% and stood at ` 89,758.00 crore as compared to
` 91,931.32 crore in the previous financial year. Your Company’s
Rupee Denominated Medium Term Note (MTN) Assets under Management (AUM), including other loans and
As a part of a strategy for diversification of its resources, your ICDs were ` 1,33,024 crore as against ` 1,13,655 crore in the
Company has successfully entered into international bond previous financial year with 17.04% growth.
market and raised its first maiden Rupee Denominated Medium
Term Note (MTN). Your Company filed an Offering Circular for Securitisation/Direct Assignment of Loans
establishment of a Rupee Denominated MTN programme and on During the financial year under review, your Company has sold/
April 18, 2018 successfully raised an amount of ` 989.72 crore by assigned multiple pools of Housing loans aggregating to ` 16,245.82
issue of INR denominated USD settled 10 billion. Notes having a crore and other Non-Housing loans aggregating to ` 2,166.09
tenure of 5 years under the approval route in accordance with the crore. The aforesaid figures constitute 86.68% of the actual pools
external commercial borrowing guidelines issued by the Reserve sold/assigned aggregating to ` 21,239.56 crore with the balance
Bank of India (RBI). This issuance opened new avenue for your of ` 2,827.69 crore being retained by your Company, which is in
Company to tap into a new source of fixed income investor base line with Minimum Retention Requirement (MRR) and Minimum
Holding Period (MHP) commitments, as per the extant Guidelines
overseas. These bonds are listed on London Stock Exchange
on Securitisation and Assignment, prescribed by Reserve Bank
(LSE – International Securities Market (ISM) Segment).
of India. Such securitised receivables are de-recognised in the
balance sheet when they are sold (true sale criteria being fully met
Trade Payables
with) and consideration is received by your Company.
Trade payables as at March 31, 2019 were ` 102.05 crore as
against ` 104.12 crore in the previous financial year. This includes Your Company will, however, continue to collect the interest and
amounts payable to vendors for supply of goods and services. EMI payments on these loans on behalf of the acquirer of the
loans and remit the same after retaining its portion in terms of the
Property, Plant and Equipment individual agreements.
Your Company’s investments in tangible assets represent cost of
building, leasehold improvements, computers, office equipment, Investments and Treasury
furniture & fixtures and vehicles. During the financial year under Your Company has ensured a balance between earning adequate
review, your Company’s gross block increased by 5.65% over returns on liquidity/treasury assets; and the need to cover financial
the previous year. The additions on fixed assets were at ` 37.57 and business risks. It actively monitors its treasury portfolio and
crore as tangible assets and ` 80.86 crore as intangible assets, has a policy in place for investing surplus funds. Appropriate
as given below: limits and controls are in place to ensure that investments are
made as per the policy.
l Building amounting to ` 0.07 crore, which was capital work-
in-progress till last financial year, The investment/disinvestment decisions are in line with the limits
as set out by the Board. As on March 31, 2019, the investment
l Leasehold improvements and Furniture and Fixtures portfolio stood at ` 2,350.22 crore as against ` 8,086.28 crore in
amounting to ` 10.14 crore, the previous financial year March 31, 2018.
l Furniture and Fixtures to ` 3.21 crore Housing Finance Companies (HFCs) are required to maintain
a Statutory Liquidity Ratio (SLR) in respect of public deposits
l Office equipment amounting to ` 17.29 crore, raised. Currently the SLR requirement is 13% of public deposits.
25
As on March 31, 2019, your Company has invested ` 737.95 to PGLH of Delaware. Consequent upon said disinvestment on
crore in bank fixed deposits and NHB bonds and ` 697.47 crore July 31, 2019, both DHFL Pramerica Asset Managers Private
in approved securities (book value-gross) which includes both Limited and DHFL Pramerica Trustees Private Limited ceased to
Government securities and Government guaranteed bonds. be Joint Ventures of your Company.
Significant changes in key financial ratios Profit and Loss Statement

Particulars For the financial For the financial (` In Crore)
year 2018-19 year 2017-18 Particulars Standalone
Interest Coverage ratio 0.88 1.22 2018-19 2017-18
Current ratio 0.97 1.03 Gross Income 12,902.52 10,864.42
Debt Equity ratio 11.57 9.93 Less : Finance Costs 9,392.85 7,721.95
Operating Profit margin 63.8% 86.7% Net loss on fair value changes 2,458.37 -
Net Profit margin -8.0% 11.4% Impairment on financial 1,084.98 629.68
Return on Net Worth -11.95% 14.20% instruments
Overheads & Provisions 1,080.15 784.14
The changes in the aforesaid ratios are largely on account of the Depreciation and amortization 51.15 27.63
loss suffered by the Company during the Financial Year 2018-19 expense
and adverse business circumstances as detailed in this Report.
(Loss) /Profit before Tax (1,164.98) 1,701.02
Subsidiary/Joint Ventures / Associate Companies Less : Current Tax 538.32 483.62
As of the date of this report, your Company has four (4) wholly Deferred Tax (667.25) (22.59)
owned subsidiary companies, DHFL Advisory & Investments Net (Loss) /Profit after tax (1,036.05) 1,239.99
Private Limited (DAIPL), DHFL Investments Limited (DIL), DHFL
Changing Lives Foundation and DHFL Holdings Limited, which Income from Operations
were incorporated on February 12, 2016, February 13, 2017, Your Company registered a robust growth in the total revenue
December 1, 2017 and September 20, 2018, respectively. from operations, which mainly includes interest on housing
loan disbursed to the customers. This was primarily due to an
During the year under review, your Company made investment increase in loan disbursements through deeper penetration into
of ` 1 lakh by subscribing to 10,000 equity shares of ` 10 each the existing markets and geographical expansion through your
issued by DHFL Holdings Limited. Company’s captive network.
Further, as on March 31, 2019, your Company had three (3) Income from operations increased from ` 10,850.13 crore in the
joint venture(s) viz. DHFL Pramerica Life Insurance Company financial year 2017-18 to ` 12,883.88 crore for the financial year
Limited, DHFL Pramerica Asset Managers Private Limited and 2018-19, registering a growth of 18.7%. The increase in income
DHFL Pramerica Trustees Private Limited and three (3) associate from operations was mainly due to increase in loan book. Your
companies viz. Aadhar Housing Finance Limited (formerly known as Company has also generated revenue from other miscellaneous
DHFL Vysya Housing Finance Limited), Avanse Financial Services receipts. Other revenues constitute ` 18.64 crore during the
Limited and DHFL Ventures Trustee Company Private Limited. financial year under review, as against ` 14.29 crore during the
financial year 2017-18.
Your Company, sold its entire stake i.e. 23,01,090 shares
consisting of 9.15% of total equity share capital of Aadhar Housing Interest and Finance Cost
Finance Limited to BCP Topco VII Pte. Ltd., which is controlled
Your Company’s interest expenses increased by 21.64% from
by private equity funds managed by The Blackstone Group L.P.
` 7,721.95 crore in the financial year ended March 31, 2018 to
Consequently, Aadhar Housing Finance Limited ceased to be an
` 9,392.85 crore for the financial year ended March 31, 2019.
Associate Company of your Company w.e.f. June 10, 2019.
The increase in interest expenses is due to the rising borrowings
During the current financial year, your Company sold its entire required to fund the disbursements.
stake i.e. investment of 1,92,50,719 equity shares, consisting
of 30.63% of the total equity share capital of Avanse Financial
Employee Remuneration & Benefits
Services Limited to Olive Vine Investment Limited, an affiliate of Your Company continued to make substantial investments in
the Warburg Pincus group. Consequent upon said sale/transfer human capital and information technology to meet its growth
on July 30, 2019, Avanse Financial Services Limited ceased to be targets. Employee costs increased by 31.08 % from ` 370.25 crore
an Associate Company of your Company. for the financial year 2017-18 to ` 485.33 crore for the financial
year 2018-19, Employee costs accounted for 54.40% of the entire
During the current financial year, your Company made operating expenses for the financial year 2018-19, which is slightly
disinvestment of its entire shareholding of 50% in DHFL Pramerica more compared to 51.31% for the financial year 2017-18.
Asset Managers Private Limited (i.e. 17.12% being held directly
and 32.88% being held by its wholly owned subsidiary, DHFL Operating Expenses
Advisory & Investments Private Limited) along with its entire The operating, administrative and other expenses increased by
shareholding of 50% in DHFL Pramerica Trustees Private Limited 37.75% from ` 784.14 crore for the financial year ended March 31,

1 2 3
2018 to ` 1,080.15 crore for the financial year ended March 31, prepared as per the applicable provisions of Companies Act,
2019 owing to increase in rent, rates, taxes, repairs & maintenance 2013 and Indian Accounting Standards. The same forms a part of
and other expenditure. this Annual Report.
Depreciation & Amortisation A brief summary of the consolidated audited financial results for
Depreciation charged on fixed assets was ` 51.15 crore in the the year ended March 31, 2019 is as under:
financial year 2018-19 vis-à-vis ` 27.63 crore during the financial (` In Crore)
year 2017-18. Depreciation on fixed assets is provided on straight- Particulars Consolidated
line method by considering revised useful lives as specified in 2018-19 2017-18
part ‘C’ of schedule II to the Companies Act, 2013. Gross Income 12,911.66 10,891.13
Provision for Taxation Less : Finance Costs 9,416.91 7,744.02
Net loss on fair value 2,458.37 0.00
During the financial year under review, your Company has made a
provision of ` (128.93) crore (including deferred taxation) vis-à-vis changes
` 461.03 crore. Impairment on financial 1,008.97 629.68
instruments
Net Profit Overheads & Provisions 1,080.27 784.21
In the backdrop of a significant slowdown in disbursement Depreciation and 51.15 27.63
and loan growth post September 2018, the financials of your amortization expense
Company have been quite strained for the last two quarters of (Loss) /Profit before Tax (1,104.01) 1,705.59
the financial year 2018-19 impacting the overall performance of Less : Current Tax 538.32 483.62
your Company.
Deferred Tax (658.40) (22.59)
Net (Loss) /Profit after tax (983.93) 1,244.56
Due to the additional provisioning of ` 3,280 crore (including
net loss on fair value), your Company reported a net loss of
` 1,036.05 crore for the financial year from a net profit of RISK MANAGEMENT
` 1,239.99 crore reported for the financial year 2017-18. As a lending entity, prudent risk management practices are
integral to the vertical’s operations and your Company maintains
Contribution and Expenses towards Corporate Social high underwriting standards. The thrust is on sourcing pre defined
Responsibility (CSR) selective target industries and segments. The growth agenda of
your Company is driven by a multi-pronged strategy that includes
Your Company is required to spend money on Corporate Social
building of existing and new channels, including MoUs with
Responsibility (CSR) activity as per the Companies Act, 2013 and
leading equipment manufacturers, OEMs and distribution agents.
rules thereunder. Your Company has adopted a programmatic
approach to investing in CSR activities. It has Board approved
Risk Control Matrix is created where all operations risks are identified
projects under Early Childhood care and Education (ECCE), Skills
in various verticals of credit, operations, legal & Technical. Risk
Development, Draught Mitigation and Financial Literacy. ECCE
assessment conducted by an independent Party where major risks
the flag ship programme is now managed by DHFL Changing
are identified and tested against critical parameters for each of the
Lives Foundation, a Section 8 Company (wholly owned subsidiary
verticals. The identified Operational risk metrices are continuously
of your Company) thus ensuring the required focus, freedom and
monitored and measured by a separate independent team.
professionalism in implementing the CSR projects.
Liquidity risk management
During the financial year under review, your Company has spent
` 27.19 crore on its flagship/ identified programmes as against Your Company is susceptible to market-related risks such
` 26.59 crore which was required to be spent for the financial as liquidity risk, interest rate risk, funding risk etc. Such risk
year as per the provisions of the Companies Act, 2013. It is management is assigned to the Asset-Liability Management
committed to remain invested in the programmes undertaken Committee (ALCO) to monitor these risks on an ongoing basis.
over a period of next 3-5 years, which will require higher allocation
and expenditure, thus, utilising the required amount to its full Liquidity risk arises when there is an asset-liability mismatch
extent. The Corporate Social Responsibility Committee of the caused by the difference in the maturity profile of our assets and
Board oversees the initiatives undertaken by your Company and liabilities. This risk may arise from the unexpected increases in the
that the same meets the requirement as per section 135 of the cost of funding an asset portfolio at the appropriate maturity and
Companies Act, 2013 read with Schedule VII prescribed under the risk of being unable to liquidate a position in a timely manner
the Companies Act, 2013. at a reasonable price. Housing Finance Companies in particular
are exposed to liquidity risk in view of the fact that the assets
Further, details on the prescribed CSR spend under Section 135 generated by HFCs are of an average tenor of 6 to 8 years while
of the Companies Act, 2013 during the financial year 2018-19, are the liabilities contracted are of an average tenor of 4 to 6 years.
provided in Annexure–5 annexed to the Board’s report. Your Company actively monitors its liquidity position to ensure that
it can meet all requirements of its borrowers, while also meeting the
CONSOLIDATED FINANCIAL STATEMENTS requirements of its lenders and to be able to consider investment
The consolidated financial statements of your Company, its opportunities as they arise. Your Company’s ALCO, composed
associates, joint ventures and the subsidiaries have been of senior management, lays down policies and quantitative limits
27
and apprises the Audit Committee and the Board periodically on efficient and error free manner by the regulators. The automated
our asset-liability mismatch and liquidity issues. rule engine provides a summary and findings by comparing the
loan attributes like Income, obligations, bank details, bureau
Your Company seeks diverse sources of liquidity to facilitate scores and positive verifications.
flexibility in meeting funding requirements. Your Company’s
operations are principally funded by borrowings from banks and The digital tools for areas of Income Tax Return (ITR) extraction
financial institutions, while it also obtains funding from the NHB through mobility solution, Bank Statement extraction and Analysis
and public (fixed) deposits. with report customized as per Credit requirement have further
enhanced the controls and quality of loan review.
Interest rate risk management
The borrowings of HFCs like your Company are largely linked to The credit policy and loan delivery process are put in place by
benchmarks such as the Marginal Cost of Funds Lending Ratio your Company prescribing ideal portfolio configuration in terms of
(MCLR) and hence the debt of our Company is mainly floating customer profile and considering factors such as exposure limits,
in nature. This exposes HFCs to interest rate risk. Consequently, segmented net interest margins (interest rates vis-a-vis default
exposure to interest rate fluctuations and increases needs to be propensity in a segment) and its impact on the loan book, risk
managed in order to mitigate the risk. based pricing based on probability of default, appraisal standards
and collateral management. Your Company efficiently manages
Your Company’s business is impacted by a change in interest
credit risk on both portfolio as well as on a transactional level.
rates although the floating rate loans only re-price on a periodic
basis. Exposure to fluctuations in interest rates is measured
Operational risk management
primarily by way of asset-liability gap analysis, providing a static
view of the maturity profile of balance sheet positions. An interest Operational risk management is defined as a continual cyclic
rate gap is prepared by classifying all assets and liabilities into process which includes risk assessment, risk decision making,
various time period categories according to contracted maturities and implementation of risk controls, which results in acceptance,
or anticipated re-pricing dates. The difference in the amount mitigation or avoidance of risk. To manage the Operational Risk,
of assets and liabilities maturing or being re-priced in any time your Company has implemented a comprehensive operational
period category would then give an indication of the extent of risk management policy with a framework to identify, assess
exposure to the risk of potential changes in the margins on new or and monitor risks, strengthen controls, improve services and
re-priced assets and liabilities. minimise operational losses. Your Company attempts to mitigate
operational risk by maintaining a system of internal controls,
Your Company’s strategy is to optimize its borrowings between establishing systems and procedures to monitor transactions,
short-term and long-term debt as well as between floating and maintaining key back-up procedures, undertaking regular
fixed rate instruments. Your Company prepares interest rate risk contingency planning and providing employees with continuous
reports periodically and reports to the NHB regarding the same. training. Moreover your Company remains exposed to substantial
Your Company follows a prudent policy in respect of managing risk when transactions are carried out at multiple locations
its assets and liabilities to ensure that exposure to fluctuations simultaneously. To have a preventive vigilance and control the
in interest rates is kept within acceptable limits. Your Company transaction risk, Risk containment units have been established
uses interest rate swaps on a limited basis for the purpose of at major locations, wherein hind sighting, upfront scrutiny and
hedging interest rate mismatches. The ALCO periodically reviews curbing of malpractices are undertaken. The branches perform
the treasury operations and the pricing of products at specific the initial confirmation review of compliance to the conditions
intervals. while the Centralized disbursal unit performs the final review and
initiates the disbursal which ensures independent maker checker
Credit risk management process along with standard and robust process control across
Credit risk is the risk of default on a debt that may arise from all branches
a borrower failing to make required payments. Lenders are
exposed to default risk in virtually all forms of credit extensions. As your Company deals with many external vendors on various
Default risk can change as a result of broader economic changes sides of business, it has a well-defined Outsourcing Policy,
or changes in a Company’s financial situation. Certain credit approved by the Board, which clearly lays down the requirements
norms and policies are being followed by your Company to and procedures for any such engagement. Such controls also
manage credit risk, including a standard credit appraisal policy help your Company in keeping a standard approach in such
based on customer credit-worthiness approved by the Board. engagements. Your Company has strengthened its technology
These criteria change between loan products and typically platform across systems and processes and also has a disaster
include factors such as profile of applicant, income and certain recovery site for retrieval of data to operating units in case of an
stability factors such as the employment and dependency detail, eventuality or system failure as a part of its business continuity
other financial obligations of the applicant, Loan to value and the plan. Your Company has set up a data centre in Bengaluru to
loan-to-cost ratio. Standardised credit approval process including ensure that all transactions are separately kept on real-time basis.
a comprehensive credit risk assessment is in place which Your Company has formulated the contingency plan to address
encompasses analysis of relevant quantitative and qualitative data recovery in case of a natural disaster. The Management also
information to ascertain the credit worthiness of the borrower. periodically reviews vigilance and fraud reports, recovery reports
and audit reports to detect failures with the objective of systemic
Your Company has implemented an Automated Rule Engine remediation. Any event or incident, which has the potential risk
which is the prescribed tool for underwriting of customers in an to your Company’s brand name or reputation, is continuously

1 2 3
watched out for and your Company has in place related risk aiding cultural orientation of the off-role staff to the organizational
controls to manage such risks, with a special focus on the ones culture, while, at the same time, imparting to them the necessary
which can cause any legal or compliance complications. product and process knowledge.
INTERNAL CONTROL SYSTEMS AND THEIR Under the flagship program, GATI – Career Progression Plan for
ADEQUACY its DSSL staff – that was announced in financial year 2015-16,
Your Company has an adequate system of internal controls approximately 3,500 frontline staff was dispersed across three
for business processes, operations, financial reporting, fraud levels. In the last financial year, your Company on-boarded 10%
control, and compliance with applicable laws and regulations, proportion of its total hire from DSSL source, rationalizing cost
among others. These internal control and systems are devised as of hire and lessening performance lead time on external hires.
part of the principles of good governance; and are accordingly Your Company also arranged for “First Time Manager” training to
implemented within the framework of proper check and balances. employees to hone their people management skills and improve
Your Company ensures that a reasonably effective internal control employee relations. Your Company also joined hands with
framework operates throughout the organization, which provides prominent educational institutions to sponsor higher education
assurance about safeguarding the assets, reliability of financial opportunities for the staff and their families at reduced rates. As
and operational information, compliance with applicable statues, part of this initiative, more than 70 applications were received
execution of transactions as per the authorization and compliance in the last financial year. Through this initiative, your Company
with the internal policies of your Company. intends to provide career growth opportunities to its human
capital and foster higher studies amongst the extended DHFL
Family, contributing to the cause of developing employable skills
Your Company’s Management Assurance and Audit function is
amongst the youth of the nation.
headed by a senior management personnel with reporting lines
to the Audit Committee of the Board and a dotted line reporting
Your Company was able to retain its key resources in spite of the
to the Chairman & Managing Director. The Head of Management
year under review being a challenging year for the sector. Top 5
Assurance and Audit is accountable to the Board of Directors
key layers across business functions remained intact. This was
through the Chairman of the Audit Committee. The function is
necessary for the system and its machinery to remain active for
responsible for providing comprehensive audit coverage of all
the business continuity and growth.
divisions within your Company as per the audit plan approved by
the Audit Committee of the Board and Senior Management. It is
an independent and objective assurance and consulting activity Your Company, in the financial year 2016-17, had launched “Better
designed to add value and improve your Company’s operations. Together” - its diversity and inclusion initiative. Your Company
It helps your Company accomplish its objectives by bringing continued to maintain a 10% female in the workforce ratio. Your
a systematic, disciplined approach to evaluate and improve Company leveraged on “Stronger Together” – the DHFL Women’s
the effectiveness of risk management, control and governance Club, to facilitate knowledge sharing and empowerment among
processes. The function adopts a risk- based audit approach women employees. This informal platform helped us to create
and conducts an audit of all branches and functions and also a more secure and supportive environment for the women staff.
Your Company also scheduled several work-life sessions by
proactively recommends improvements in operational processes
celebrated speakers, besides financial knowledge camps, as
and suggests streamlining of controls to mitigate various risk.
well as grooming and health awareness sessions. An in-house
nutritionist and Desk Yoga instructor were also appointed keeping
HUMAN RESOURCES
in mind the welfare of the staff. Your Company, as responsible
Your Company continues to nurture a culture of talent and corporate citizens, will continue to promote diversity and go
leadership development and believes that the internal human beyond its duty to build a workplace conducive to female staff,
potential shall be the stepping stones of establishing a profitable marked by equal opportunities and merit-based career decisions.
business proposition. It is your Company’s constant attempt to
create an atmosphere where the workforce thrives, grows up the Your Company is on its way to building an organization that is future
learning curve and are valued for their contributions. ready, based on the capabilities of its internal human capital, so
as to leverage the inborn talents of employees to achieve higher
Your Company believes in acquiring the finest resources, building levels of productivity. For this, your Company had worked with
their capabilities through robust learning models, and retaining a celebrated brand in the Strength Management Field, Gallup,
them through progressive employee- centric policies and through their tool, Gallup Clifton Strength’s Finder – an online
practices. This successfully creates alignment of organizational assessment tool that identifies areas in which an individual has
and individual aspirations. the greatest potential for building strengths. In financial year
2017 – 18, your Company had started the conversation around
During the financial year under review, your Company strengths and in the last financial year, your Company continued
strengthened the pre-trained manpower hiring channel, providing to work with people managers for this initiative and successfully
product and process training prior to on-boarding, in order to implemented this concept, infusing strengths based working
curtail the loss of productive hours. Your Company is also tied into the backbone of internal processes and human resources.
up with prominent and tier 1 learning institutions of the country Your Company, post the Leadership Enrichment Session based
to curate end-to-end scholastic cycles for the youth of tomorrow. on the Strengths Philosophy, also worked to progress towards
Your Company introduced referral schemes to ensure economical drawing out Succession Plans for the organization, wherein the
quality hires. It also refurbished its Employee Induction Program, successors for the top three layers were charted out.
29
Your Company also progressed in areas of Company level Your Company appreciates the importance of integrating modern
Strength Maps and Competency Framework, keeping in mind the technology, and enabling its seamless use by its employees,
next generation of technology and millennials. This involved the to strengthen the people management framework. Led by the
making of Organizational and Functional level Strength Maps that vision, of connecting to the last mile of employees, your Company
would help ascertain the overall organizational behavior and the leveraged the internal to launch its surveys. This led to easy access
competencies that we need to build for the future. The exercise and quick closure at minimum investment of cost and efforts. The
charted out the core competencies that your Company would DHFL Connect, accessible from a range of devices including
need to build internally to thrive in the next phase of growth and mobiles and tablets, facilitates geo-attendance tagging, helped
business operations. This was aimed at supporting the strategic the employees mark their presence on-the-go. DHFL Connect
growth charter of your Company and filtering out key action areas is the starting point of HR digital transformation, automation of
in terms of employee capability to make your Company’s future- lifecycle processes and knowledge management, the derivative
ready. of which would be enriched internal customer experience for your
Company.
Your Company respects talent and proactively builds growth-
driven symbiotic relationships with its high potential employees. In its continued efforts to build your Company as an employer
In line with this approach, your Company launched the second brand of choice, your Company continued its branding efforts on
rung of ZENITH – Accelerated High Potential Developmental its official LinkedIn Page, showcasing the ethos, practices and
Program, wherein a pool of 57 employees was recognized through spirit of a DHFL workplace. Your Company achieved a significant
a series of rigorous assessments to adjudge their abilities and growth in organic followers reflecting increased traction and
aspirations. The employees selected in the pilot batch of ZENITH social presence for your Company on the web media.
were undertaken through their Individual Development Plans with
their HR Anchors and their Business Mentors. These employees Your Company also undertook proactive measures to ring-fence
were allocated blended learning plans basis their areas of critical talent and keep attrition values well within the industry
developmental needs and their career aspirations. The initiative range. Employee productivity also moved up the curve through
has a win-win design for your Company and its employees, the financial year, and had a positive impact on business growth
fueling individual’s career growth and creating a pool of home continuity.
grown leaders to take up the baton of the organization.
As on March 31, 2019, your Company’s total workforce was 3,320
Band-based Interventions as against 3,582 on March 31, 2018. The manpower is in line with
Your Company has structured a holistic internal reward and your Company’s operations and geographical reach, especially in
recognition mechanism - RACE (Recognise and Celebrate Tier II and Tier III cities, towns and peripheral suburbs.
Excellence). Under this programme, your Company has, till
September 2018, recognised over 500+ top performers for the Future Outlook
first quarter, amongst whom 42% were DSSL awardees. The Going forward, the priority before your Company is to recommence
performance levers for identifying achievers every quarter are origination of new home loans particularly in the affordable home
directly aligned to the overall mission of the organisation and category. It is in continuing discussion with banks to open new
thereby, through RACE, your Company promotes and wishes to line of credit with back to back arrangement for securitization of
replicate performance behaviours that achieve higher productivity loans as they complete seasoning period as per RBI guidelines.
levels. RACE operates across the board, covering over 65 unique The underwriting infrastructure, technology and processes
roles in the organisation spanning varied departments against are capable of scaling up quickly once the origination of loans
three major award categories – Miles Awards for frontline sales commences. Co-origination of home loans with banks is another
staff, Star Awards for back-end non-sales staff, and Hero Awards avenue to harness the underwriting strength your Company.
for employees at Area, Region and Zonal Roles. Through RACE, Cross selling strategies of Insurance and Savings product will
your Company also recognises employees who demonstrate continue to be a focus area to add valuable fee based income
people management skills, through the People Excellence and strengthen the bottom line.
Awards. Your Company fosters a culture of recognition and
meritocracy through the platform of RACE, which additionally acts The next on the importance is to strengthen the equity capital of
as a booster to employee productivity. your Company by bringing in a strategic partner with commitment
to grow the retail business. Your Company is engaging with large
Your Company understands that in addition to building a potential entities to identify and on-board the right strategic
performance oriented culture, it is also of supreme importance partner and are in advanced stages of discussions to achieve the
that employees are provided with an engaged work environment. same over the next few months.
Thus, to promote fun and joy at work, your Company under the
SHINE brand Spreads Happiness, Impacts lives and Nurtures Your Company has stated that its objective on the wholesale
Excellence. Under this initiative, your Company organized in lending and developer loan book will be to look beyond
house sports activities at regional and zonal levels building collection of interest and instalment and monetize these assets
greater connect and camaraderie. Your Company is also focused through proactive measures. Two large loans have already
on proactive wellness of its employees, and organized health and been monetized through sale of asset to overseas institutional
wellness camps across the country. In addition, local festivals investors of repute through Pass Through Certificate (PTC) route.
were celebrated to add to the spirit of the employees. Simultaneously, efforts are on to identify developers of good

1 2 3
standing to join hands as development managers to the projects core strength of your Company as an outcome of restructuring
financed by your Company, who will bring in working capital and measures and retail consolidation as detailed above.
project management skills to accelerate the execution of stalled
projects on a revenue sharing basis. Your Company’s plan for way forward is to build a franchise and
enhance its brand value as a focused originator of home loans in
Your Company has approached bankers to initiate the process of affordable segment across geographies and segments. Product
forming an Inter Creditor Agreement (ICA) under RBI guidelines and customer focus will be the hall mark. Will be lean on balance
of June 7, 2019 and bring in other lenders to work towards a sheet but strong on return on assets and equity through strategic
Resolution Plan (RP) in the best interest of all lenders. The RP business measures. Risk management and collection efficiency
is in advanced stage of drafting for consideration under the ICA will be integral part of strengthening the business development.
process .Your Company has assured its lenders that there shall
be no hair cut envisaged under the RP, recasting of debt for Your Company is committed to regain its value and conduct
longer duration and staggered payback of interest and principle business in a manner which will be value accretive in the current
will enable your Company to overcome the liquidity logjam and business environment. Your Company thanks all the shareholders
pay back its liabilities overtime. Simultaneously negotiation with for reposing faith in your Company and assures them of sustained
strategic investors are held in the context of valuation of the growth and brighter future.
31
Board’s Report
Dear Members,
The Board of Directors of your Company take pleasure in presenting the standalone
and consolidated reports on the operational and business performance, along with the
audited financial statements for the financial year ended March 31, 2019.
KEY FINANCIALS
The financial performance of your Company for the financial year ended March 31, 2019,
is summarized below:
(` in crore)
Particulars Standalone Consolidated
2018-19 2017-18 2018-19 2017-18
Gross Income 12,902.52 10,864.42 12,911.66 10,891.13
Less: Finance Costs 9,392.85 7,721.95 9,416.91 7,744.02
Net loss on fair value changes 2,458.37 - 2,458.37 -
Impairment on financial 1,084.98 629.68 1,008.97 629.68
instruments
Overheads & Provisions 1,080.15 784.14 1,080.27 784.21
Depreciation and amortization 51.15 27.63 51.15 27.63
expense
Profit/ (Loss) before Tax (1,164.98) 1,701.02 (1,104.01) 1,705.59
Less: Current Tax 538.32 483.62 538.32 483.62
Deferred Tax (667.25) (22.59) (658.4) (22.59)
Net Profit/ (Loss) after tax (1,036.05) 1,239.99 (983.93) 1,244.56
Add: Share of net profits of - - 18.02 18.76
associates and joint ventures
Add: Balance brought forward from 2,377.73 1,841.38 2,143.21 1,583.81
the previous year
Dividend of earlier years on shares - - 0.07 -
allotted upon exercise of ESOPs/
ESARs
Add/(Less): Other Comprehensive 0.93 (2.17) 0.88 (2.33)
Income
Surplus available for appropriations 1,342.61 3,079.20 1,178.25 2,844.80
Appropriations
Transferred to Statutory Reserve - 275.00 - 275.00
under Section 36(1) (viii) of the
Income Tax Act, 1961 read with
Section 29C of National Housing
Bank Act, 1987
Transferred to General Reserve - 200.00 - 200.00
Interim Dividend(s) - 94.08 - 94.08
Equity Dividend (Final) 78.41 94.07 78.41 94.07
Your Company’s Gross Tax on Dividends 16.13 38.32 16.46 38.44
Income grew by 18.76% to Balance carried over to Balance 1,248.07 2,377.73 1,083.38 2,143.21
Sheet
` 12,902.52 crore as at Total 1,342.61 3,079.20 1,178.25 2,844.80
March 31, 2019 as against Earnings Per Share
` 10,864.42 crore as at Basic (in ` ) (33.02) 39.55 (30.78) 40.29
March 31, 2018. Diluted (in ` ) (33.02) 39.37 (30.78) 40.11
Appropriations from Net Profit are as detailed in the table given above

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IND AS IMPLEMENTATION Even though your Company continued to pay all liabilities as
During the financial year under review, your Company has per scheduled dates, starting February 2019, the credit rating
adopted Indian Accounting Standards (Ind AS) notified under agencies downgraded your Company multiple times creating
Section 133 of the Companies Act, 2013 (“the Act”) read with further pressure on the liquidity. Your Company continued to
the Companies (Indian Accounting Standards) Rules, 2015. The make all efforts to pay all liabilities on time. However, on June 4,
financial statements for the year ended March 31, 2019 have 2019, there was a delay in repayment of dues to the holders of
been prepared under Ind AS. The financial statements for the Non-Convertible Debentures (NCDs) issued by your Company.
While your Company repaid the amount within the 7 working days
year ended March 31, 2018 have been restated in accordance
cure period, the credit rating was downgraded to Default by the
with Ind AS for comparative purposes.
rating agencies. The downgrade of credit rating has impacted
your Company and also there were a few instances of defaults in
TRANSFER TO RESERVES respect of NCDs, however, the management and the promoters of
During the year under review, your Company suffered a net loss of your Company are working on all possible solutions to resolve the
` 1,036.05 crore on account of increased provisioning and higher current crisis of your Company.
impact of impairment on financial instruments and consequently,
no transfers were made to the reserves out of the amount available Your Company has been working towards resolving its liquidity
for appropriation. crisis in a comprehensive and timely manner. As a step towards
the same, your Company has formulated a draft resolution plan
in accordance with the requirements set out in the circular
PERFORMANCE
issued by the Reserve Bank of India on Reserve Bank of India
Your Company has always been the flag bearer of the Mission
(Prudential Framework for Resolution of Stressed Assets), 2019
- Housing for All. Your Company since inception is conducting
dated June 7, 2019 bearing Circular No. RBI/2018-19/203, DBR.
its business towards fulfilling a mission of enabling every Indian
No.BP.BC.45/21.04.048/2018-19 and the said draft resolution
citizen more particularly those in Lower and Middle Income (LMI)
plan has been submitted to the lenders for their consideration
and Economically Weaker Sections (EWS) to own a house for
and approval, pursuant to execution of Inter-Creditor Agreement
themselves and their families.
executed among lenders.
Your Company disbursed loans worth ` 13,582.89 crore in first
Standalone
quarter of the financial year under review, which is the highest
During the financial year ended March 31, 2019 and March
ever loans disbursed by your Company in the first quarter
31, 2018, your Company made total loan disbursements of
of any financial year and in value terms is more than the loan
` 28,770.61 crore and ` 44,800.31 crore, respectively. As on March
disbursement in the fourth quarter of the previous financial year.
31, 2019 and March 31, 2018, the Gross NPAs as a percentage of
This tremendous growth in the first quarter shows the ability of
your Company to forge ahead and work collaboratively at all times the outstanding loans were 2.72% and 0.96%, respectively. The
to deliver beyond the expected. net NPAs as a percentage of the outstanding loans were 2.12%
and 0.56%, respectively, which are both substantially lower than
Unfortunately, the Non-Banking Financial Companies (NBFCs) industry benchmarks.
and Housing Finance Companies (HFCs) sectors witnessed
some strong headwinds in the financial year under review in the Total income for the financial year under review was ` 12,902.52
wake of the default by prominent financial institutions which led to crore as against ` 10,864.42 crore during the previous financial
a liquidity crunch in the financial markets. Bond market lost depth year and total expenditure was ` 14,067.5 crore, compared to
and with banks playing cautious in releasing funds to NBFCs and ` 9,163.4 crore during the previous financial year. Your Company’s
HFCs, the business cycle for NBFCs and HFCs took a hit in the Assets Under Management (AUM), including other loans and
latter half of the financial year under review. ICDs stood at ` 1,33,024 crore as on March 31, 2019, as against
` 1,13,655 crore in the previous financial year.
While your Company was not left unaffected of the liquidity crunch
in the financial markets, your Company successfully repaid all its For the financial year under review, your Company suffered a Loss
repayment obligations till March 31, 2019 without any default, Before Taxes of ` 1,164.98 crore as against Profit Before Tax of
even in the face of the liquidity shortfall, wherein your Company ` 1,701.02 crore in the previous financial year and Loss After Tax
looked at securitization to tide over the crises. Your Company is ` 1,036.05 crore as against Profit After Tax of ` 1,239.99 crore in
securitized over ` 18,411.86 crore of loan assets in the financial the previous financial year, mainly on account of Net Loss on Fair
year under review, which bore a testimony to the high quality and Value Changes of ` 2,458.37 crore and ` 1,084.98 crore towards
strength of the retail portfolio that your Company has built with a impairment on financial instrument during the financial year under
single minded focus on catering to the LMI segment. review.
Your Company continues to remain committed to its mission of Consolidated
enabling home ownership to every Indian which is also aligned During the financial year under review, your Company’s total
to the Government’s vision of “Housing for All by 2022” and has revenue on consolidated basis stood at ` 12,911.66 crore, higher
facilitated Credit Linked Subsidy Scheme (CLSS) subsidy to over than ` 10,891.13 crore in the previous financial year. The overall
45,745 households worth over ` 1,035.3 crore being sanctioned by operational expenses for the financial year under review were
National Housing Bank under Pradhan Mantri Awas Yojna (PMAY). ` 14,015.67 crore, as against ` 9,185.54 crore in the previous
33
financial year. Operating loss before tax stood at ` 1,104.01 crore as The details of the unpaid/unclaimed dividend/deposits and the
compared to profit of ` 1,705.59 crore in the financial year 2017-18. shares due to be transferred to the IEPF, are also uploaded
The financial year’s Loss After Tax stood at ` 965.91 crore as against as per the requirements, on the website of your Company
Profit After Tax of ` 1,263.32 crore in the previous financial year. i.e. www.dhfl.com.
MATERIAL CHANGES AND COMMITMENTS Unpaid / Unclaimed Dividend

AFFECTING THE FINANCIAL POSITION OF THE During the financial year under review, your Company has
COMPANY transferred unclaimed final dividend of ` 0.09 crore pertaining
There are no material changes and commitments affecting the to the financial year 2010-11 to the Investor Education and
financial position of your Company, which have occurred between Protection Fund (IEPF) established by the Central Government
the end of the financial year under review, i.e. March 31, 2019 after the expiry of seven years from the date of transfer to unpaid
and the date of this Board’s report i.e. August 26, 2019, except as dividend account.
disclosed in this Board’s Report.
Unclaimed Deposits
DIVIDEND During the financial year under review, an amount of ` 0.26 crore
Your Company has in place a Dividend Distribution Policy was transferred to the Investor Education and Protection Fund
formulated in accordance with Securities and Exchange Board (IEPF) established by the Central Government, being the amount
of India (Listing Obligations and Disclosure Requirements) of deposits along with interest thereon, that remained unclaimed
Regulations, 2015, which intends to ensure that a rational and unpaid for a period of seven years from the date it became
decision is taken with regard to the amount to be distributed to first due for payment.
the shareholders as dividend after retaining sufficient funds for
your Company’s growth, to meet its long-term objective and Members and Depositors of your Company are requested to claim
other purposes. The Policy lays down various parameters to be their unclaimed dividend/deposit, if any, and for the purpose may
considered by the Board of Directors of your Company before correspond with the Secretarial Department or the Registrar and
recommendation/ declaration of dividend to the Members of your Share Transfer Agent.
Company and also circumstances under which the shareholders
of your Company may not expect dividend. Transfer of Shares to IEPF
Pursuant to the provisions of Section 124(6) of the Companies
Owing to the present economic scenario in the financial sector
Act, 2013 and the rules made thereunder, your Company has
and in view of the loss incurred by your Company for the financial
year under review, no dividend has been declared/recommended transferred in aggregate 84,764 equity shares of ` 10 each to
by the Board of Directors on Equity Shares for the financial year Investor Education and Protection Fund (IEPF) established by the
ended March 31, 2019. Central Government in respect of which the dividend remained
unpaid / unclaimed for a period of seven consecutive years i.e.
The Dividend Distribution Policy is available on the website of from 2010-11 till the due date of September 2, 2018 after following
the Company at the URL https://www.dhfl.com/docs/default- the prescribed procedure.
source/investors/dividend-distribution-policy/dividend-
distribution-policy-jan-2018.pdf and forms part of this Board’s In case your shares, unclaimed dividend or deposits etc. have
report as “Annexure - 1”. been transferred to IEPF, you can claim the same by making an
application directly to IEPF in the prescribed form under the IEPF
TRANSFER OF UNCLAIMED DIVIDEND / Rules which is available on the website of IEPF i.e. www.iepf.gov.in.
DEPOSITS AND SHARES TO INVESTOR
EDUCATION & PROTECTION FUND (IEPF)
Pursuant to the provisions of Sections 124 and 125 of the LENDING OPERATIONS
Companies Act, 2013, rules made thereunder and Investor The sanctions and disbursements of housing and other loans,
Education and Protection Fund Authority (Accounting, Audit, during the financial year ended March 31, 2019, were ` 43,343.28
Transfer and Refund) Rules, 2016 read with the relevant circulars crore and ` 28,770.61 crore, respectively, as against ` 65,935.78
and amendments thereto, the amount of dividend / deposits crore and ` 44,800.31 crore, respectively, in the previous financial
remaining unpaid or unclaimed for a period of 7 (seven) years year. Your Company’s cumulative loan disbursement since
from the due date is required to be transferred to the Investor inception was ` 2,07,050.15 crore.
Education and Protection Fund (IEPF) as constituted by the
Central Government. Securitisation / Assignment of Loans
Further, as per the provisions of Section 124(6) of the Companies During the financial year under review, your Company has sold/
Act, 2013 read with the Investor Education and Protection Fund assigned multiple pools of `18,411.86 crore. Your Company will,
Authority (Accounting, Audit, Transfer & Refund) Rules 2016, the however, continue to collect the Equated Monthly Installments
shares in respect of which the dividend has not been claimed for (EMIs) receivable from the borrowers in most of the cases, on
seven (7) consecutive years are required to be transferred by the behalf of the acquirer of the loans and remit the same to the latter
Company to the designated Demat account of the IEPF Authority. after retaining its portion in terms of the individual agreements.

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Loan Book (Housing and Other Loans) The Company’s Asset-Liability Management Committee (ALCO),
As at March 31, 2019, the loan book, including other loans, stood set-up in line with the guidelines issued by NHB, monitors asset-
at ` 1,02,429 crore, as against ` 94,501 crore in the previous liability mismatches.
financial year, including; inter-corporate deposits.
Non-Convertible Debentures [NCDs] by way of
SHARE CAPITAL public issue
(A) Authorized Share Capital During the financial year under review, your Company made a
During the financial year under review, there has been no public issue of Secured Redeemable Non-Convertible Debentures
change in the authorized share capital of the Company. The of ` 12,000 crore (including green shoe option). Your Company
Authorized share capital of the Company as at March 31, allotted 10,94,47,863 NCDs of the face value of ` 1,000 each for
2019 stood at ` 828,00,00,000 divided into (i) 57,80,00,000 an aggregate amount of ` 10,944.79 crore. The proceeds of the
equity shares of ` 10/- each aggregating to ` 578,00,00,000; aforesaid issuances were utilized for the purpose for which they
and (ii) 25,00,000 non-convertible redeemable cumulative were raised, largely towards business purposes, pre-payment/
preference shares of ` 1,000/- each aggregating to repayment of borrowings. The outstanding balance of these
` 250,00,00,000. Debentures as on March 31, 2019 amounts to ` 24,634.32 crore.
(B) Issued and Paid-up Share Capital Non-Convertible Debentures [NCDs] issued on
(1) Equity Share Capital private placement basis
The issued and paid-up equity share capital of the During the financial year under review, your Company continued
Company as at March 31, 2019 was ` 313,82,30,240 to issue Non-Convertible Debentures on private placement basis,
divided into 31,38,23,024 equity shares of ` 10/- pursuant to the special resolution passed by the Members of the
each as compared to ` 313,65,88,470 divided into Company and Policy for private placement of Non-Convertible
31,36,58,847 equity shares of ` 10/- each as at March Debentures (NCDs) of the Company formulated as per the
31, 2018. The increase was on account of allotment of guidelines issued by National Housing Bank. The proceeds of the
1,64,177 equity shares of ` 10/- each, upon exercise aforesaid issues were utilized for making disbursement to meet
of options (employee stock option plan and employee the housing finance requirements of the borrowers, repayment/
stock appreciation rights) by the eligible employees of prepayment of principal and interest of existing borrowers as well
your Company pursuant to the Employee Stock Option as for general corporate purposes.
Scheme, 2008 and Employee Stock Appreciation
Rights Plan, 2015. Non-Convertible Secured Redeemable Debentures
During the financial year under review, your Company issued
Your Company has neither issued any shares with Non-Convertible Secured Redeemable Debentures on private
differential voting rights nor any Sweat Equity shares, placement basis amounting to ` 5,950 crore to banks and financial
during the financial year under review. institutions. The outstanding balance of these Debentures
including accrued premium on zero coupon NCDs as on March
(2) Preference Share Capital 31, 2019 amounts to ` 15,561.03 crore.
No preference shares have so far been issued by the
Company. Non-Convertible Perpetual Unsecured Debentures
During the financial year under review, your Company did not
RESOURCE MOBILISATION raise any Non-Convertible Perpetual Unsecured Debentures. The
Your Company’s borrowing policy is under the control of the outstanding balance of such debentures as at March 31, 2019
Board. Your Company has vide special resolution passed by amounts to ` 1,135.81 crore.
the Members of your Company, under Section 180(1)(c) of the
Companies Act, 2013, at the 33rd Annual General Meeting held
Non-Convertible Subordinated Unsecured Debentures
As at March 31, 2019, your Company’s outstanding subordinated
on July 21, 2017, authorized the Board of Directors to borrow
debts were ` 2,202.00 crore. The debt is subordinated to present
money upon such terms and conditions as the Board may think
and future senior indebtedness of your Company. Further, in
fit in excess of the aggregate of paid up share capital and free
the month of April, 2018, your Company has issued on private
reserves of your Company upto an amount of ` 2,00,000 crore
placement basis Non-Convertible Subordinated Unsecured
and the total amount so borrowed shall remain within the limits
Debentures amounting to ` 1,000 crore.
as prescribed by National Housing Bank. Your Company has
maintained a well diversified borrowing mix comprising of Debenture Trustee Agreement(s) were executed by your Company,
borrowings from the Banks (36%), debt market instruments in favour of Catalyst Trusteeship Limited (formerly known as GDA
(51%), deposits (7%), refinance from National Housing Bank (3%) Trusteeship Limited) for NCDs issued during the year.
and External Commercial Borrowings (3%).
During the financial year under review, the interest on Non-
Your Company continued to raise resources at competitive rates Convertible Debentures issued by way of public issue and on
from its lenders. private placement basis were paid by your Company on their
respective due dates and there were no instances of any interest
Your Company’s total borrowings amounted to ` 91,391 crore as amount which were not claimed by the investors or paid by
at March 31, 2019, as against ` 92,076 crore in the previous year. your Company after the date, on which the same became due
35
for payment. However, there have been few instances of delay As of March 31, 2019, there were 9,123 depositors who had
and non-payment of interest and principal amount of the Non- not claimed their deposits (along with interest due thereon)
Convertible Debentures during the month of June 2019 to August aggregating to ` 88.78 crore. Your Company sends appropriate
2019 on account of liquidity crunch faced by your Company. reminders to the depositors before the date of deposit maturity
and that is also followed up by reminders after the date of maturity
Your Company being Housing Finance Company is exempted in case the deposit remains unclaimed, to renew or claim their
from the requirement of creating Debenture Redemption Reserve maturity amount of deposits by submitting necessary deposit
(DRR) in case of privately placed debentures. Therefore no DRR receipt along with the necessary instructions.
has been created for the Debentures issued by your Company
on private placement basis. However, your Company has created Your Company, a deposit accepting Housing Finance Company,
a DRR for Secured Redeemable Non-Convertible Debentures registered with National Housing Bank (NHB), governed by the
issued by way of Public issue. As at March 31, 2019, DRR stood provisions of the Housing Finance Companies (NHB) Directions,
at ` 1,170 crore. 2010 (NHB Directions 2010), as amended and other directions,
regulations and circulars issued by NHB, has temporarily stopped
Medium Term Notes (MTN) programme (Masala accepting deposits w.e.f. May 20, 2019 due to downgrading of its
Bonds) Credit Rating below the investment grade as required under NHB
During the financial year under review, your Company has set up Directions 2010. The Fixed Deposits accepted by your Company
Medium Term Note (MTN) programme for raising of funds by way are secured appropriately by the floating charge on the statutory
of issue of secured Rupee denominated Notes overseas to be liquid assets maintained in terms of Sub-Sections (1) and (2) of
settled in USD for an amount not exceeding USD 2 billion. Under Section 29B of the National Housing Bank Act, 1987.
the said MTN Programme, your Company has on April 18, 2018 Commercial Papers
successfully raised an amount of ` 989.72 crore by issue of INR As at March 31, 2019, Commercial Papers outstanding amount
denominated USD settled 10 billion Notes having a tenure of 5 stood at ` 833.18 crore.
years. These bonds are listed on London Stock Exchange (LSE –
International Securities Market (ISM) Segment). External Commercial Borrowings (ECBs)
During the financial year under review, your Company has
Disclosure under Housing Finance Companies refinanced External Commercial Borrowings (ECBs) amounting
issuance of Non-Convertible Debentures on to ` 1,595.98 crore in the form of a syndicated loan facility. The
Private Placement Basis (NHB) Directions, 2014 ECBs were raised under the RBI Refinance Guidelines for Low
During the financial year under review, the Non-Convertible Cost Affordable Housing Scheme of the Reserve Bank of India
Debentures issued on private placement basis, were paid/ (RBI) under the approval route.
redeemed by your Company on their respective due dates and
there were no such instances of any Non-Convertible Debentures In terms of ECB Master Circular issued by RBI, the proceeds of
which have not been claimed by the investors or not paid by the subject ECBs have been utilised for financing the prospective
your Company after the date on which the Non-Convertible owners of low cost affordable housing units. Low cost affordable
Debentures became due for redemption. However, there have housing units have been defined as units where the property cost
been few instances of delay and non-payment of interest and is up to ` 30 lakh, the loan amount is capped at ` 25 lakh and the
carpet area does not exceed 60 square metres.
principal amount of the Non-Convertible Debentures during the
month of June 2019 to August 2019 on account of liquidity crunch SECURITY COVERAGE FOR THE BORROWINGS
faced by your Company. The security details of the aforesaid secured borrowings made
by the Company are mentioned at Note No. 18 in the Notes to
Loans from Banks accounts forming part of the audited (standalone) financial
Your Company continued to leverage on its long term relationship
statements for the financial year ended March 31, 2019.
with banks and thus tied up funds by raising additional term loans
from banks to the extent of ` 1,425 crore during the financial year
under review at competitive rates available in the market and CREDIT RATINGS
continued its focus on domestic sources. On June 4, 2019, there was a delay in repayment of dues by your
Company to some of the holders of Non-Convertible Debentures
(NCDs). While your Company repaid the amount within the 7
Deposits
Your Company has been consistently growing the retail deposit working days cure period, the credit rating was downgraded to
book over the past several years, backed by a strong distribution Default grade by the rating agencies.
network and a competitive product offering. However, this year
has been relatively tough for your Company due to adverse PARTICULARS OF LOANS, GUARANTEES OR
economic and market conditions for Housing Finance Companies INVESTMENTS
and Non-Banking Financial Companies. As a result, the fixed Your Company being a housing finance company, the disclosure
deposit portfolio of your Company has seen a decline during regarding particulars of loans made, guarantees given and
the financial year under review. The total deposits reduced by securities provided in the ordinary course of its business is
32% to ` 6,915.55 crore as on March 31, 2019 as compared to exempted as per the provisions of Section 186(11) of the
` 10,166.72 crore as on March 31, 2018. Companies Act, 2013.

1 2 3
Details of the investments made by the Company pursuant to the borrowers. Your Company has taken physical possession of the
provisions of Section 186 of the Companies Act, 2013 are given secured assets of some of the defaulters and the same are being
in the Notes to accounts forming part of the audited (standalone) auctioned as per the process laid down under the SARFAESI Act
financial statements for the financial year ended March 31, 2019. and the rules framed thereunder. Your Company has a very robust
and comprehensive collections setup comprising of call centers,
CAPITAL ADEQUACY field agents, law firms and auctioneers to deal with various stages
As required under Housing Finance Companies (NHB) Directions, of default while adhering to NHB guidelines.
2010, [NHB Directions, 2010], your Company is presently required
to maintain a minimum capital adequacy of 12% on a stand- In order to prevent frauds in loan cases by mortgaging the same
alone basis. The following table sets out the Company’s Capital property with multiple lenders, the Government of India has
Adequacy Ratios as at March 31, 2017, 2018 and 2019: set up Central Registry of Securitization Asset Reconstruction
As on March, 31 and Security Interest of India (CERSAI) under Section 20 of the
Particulars
2019 2018 2017 SARFAESI Act. Your Company has been filing requisite particulars
Capital Adequacy Ratio 14.07% 15.29% 19.12% of mortgaged properties with CERSAI as per the prevailing
guidelines issued by CERSAI.
The Capital Adequacy Ratio (CAR) of your Company was at
14.07% as on March 31, 2019, as compared to the regulatory INVESTMENTS
requirement of 12% as disclosed at point no. 3 in “Disclosure The Investment Committee constituted by the Board of Directors is
Required by the National Housing Bank”. responsible for approving investments in line with the Investment
Policy and limits as set out by the Board. The Investment Policy
In addition, the NHB Directions, 2010 also require that your
is reviewed and revised in line with the market conditions and
Company transfers minimum 20% of its annual profits to a reserve business requirements from time to time. The decisions to buy
fund. Due to net loss incurred during the reported period, no and sell up to the approved limit delegated by the Board are
transfer was made by the Company. taken by the Chairman & Managing Director, who is assisted
by Senior Executives of the Company. The investment function
NON-PERFORMING ASSETS AND PROVISIONS is carried out primarily to support the core business of housing
FOR CONTINGENCY finance to ensure adequate levels of liquidity and to maintain
Your Company adhered to the prudential guidelines for Non-
investment in approved securities in respect of public deposits
Performing Assets (NPAs), under the Housing Finance Companies
raised as per the norms of National Housing Bank. Considering
(NHB) Directions, 2010 [NHB Directions, 2010], as amended from
the time lag between raising of resources and its deployment,
time to time. Your Company did not recognize income on such the surplus funds are generally being parked with liquid fund
NPAs and further created provisions for contingencies on standard schemes of mutual funds, bonds and short term deposits with
as well as non-performing housing loans and property loans, in banks. During the financial year under review, your Company
accordance with the NHB Directions, 2010. The Company has also earned ` 36.10 crore by way of income from mutual funds & other
made additional provisions to meet unforeseen contingencies. treasury operations and ` 35.75 crore by way of interest on bonds
The following table set forth Company’s gross NPAs, net NPAs, (including SLR bonds) and deposits placed with banks.
cumulative provisions and write-offs for the periods indicated:
(` in crore) As per National Housing Bank guidelines, Housing Finance
Companies are required to maintain Statutory Liquid Ratio (SLR) in
As of March 31
Particulars respect of public deposits raised. Currently, the SLR requirement
2019 2018 2017 is 13% of the public deposits. As at March 31 2019, your Company
Gross Non-Performing Assets 2,445.52 880.94 678.45 has invested ` 697.47 crore (book value - gross) in approved
securities comprising of government securities, government
% of Gross NPA to Total Loan 2.72% 0.96% 0.94%
guaranteed (State and Central) bonds, State Development
Portfolio
Loans and by way of bank deposits for ` 737.95 crore. It is being
Net Non-Performing Assets 1,902.94 514.65 419.43 maintained within the limits prescribed by National Housing Bank.
% of Net NPA to Total Loan 2.12% 0.56% 0.58%
Portfolio SUBSIDIARIES, JOINT VENTURES AND
Total cumulative provision- loans 4,494.07 974.08 714.19 ASSOCIATE COMPANIES
and other assets* As on March 31, 2019, your Company has four (4) wholly owned
subsidiaries, three (3) joint ventures and three (3) associate
Write-off 212.26 159.91 87.49
companies. The Board of Directors reviewed the affairs of all the
* including additional provision of ` 3,020 crore subsidiaries, joint ventures and associate companies.
Recovery & Collections Pursuant to the provisions of Section 129(3) of the Companies
The Securitization and Reconstruction of Financial Assets and Act, 2013, your Company has prepared Consolidated Financial
Enforcement of Security Interest Act, 2002 (SARFAESI Act) has Statements of the Company which forms part of this Annual
been effectively utilized by your Company to initiate recovery Report. Further, a Statement containing salient features of
action under the provisions of this Act, against the defaulting financial statements of the subsidiaries, joint venture entities and
37
associate companies in the prescribed format AOC-1, pursuant As at March 31, 2019, the networth of DIL stood at ` 2,000.62
to the provisions of the Companies Act, 2013 read with the crore and its loss for the financial year 2018-19 was ` 0.05 crore
Companies (Accounts) Rules, 2014 forms part of this Board’s as against loss of ` 0.33 crore for the financial year 2017-18.
report as “Annexure - 2”. The Statement also provides details of
performance and financial position of each of these companies. DHFL Changing Lives Foundation
DHFL Changing Lives Foundation, was incorporated in the
In accordance with the provisions of Section 136 of the Companies previous financial year as a Non-Profit Company, limited by
Act, 2013 read with the applicable rules, the audited standalone guarantee, registered under Section 8 of the Companies Act, 2013
financial statements, the consolidated financial statements and to take forward your Company’s CSR Vision and implement social
related information of the Company and the audited accounts of programmes in a far more collaborative and participative way. The
the subsidiary/ies, joint venture entities and associate companies, DHFL Changing Lives Foundation has initiated implementing the
are available on the Company’s website i.e. www.dhfl.com. These Company’s flagship CSR programme i.e. Early Childhood Care
documents shall also be available for inspection till the date of
and Education (ECCE). It further proposes to invest in various
the ensuing Annual General Meeting during the business hours,
capacity building initiatives to develop the programme, scale it
i.e. between 2.00 p.m. to 5.00 p.m. on all working days (except
to new geographies, foster partnership and use the learnings for
Saturdays, Sundays and Public Holidays) at the Registered Office
creating a holistic approach to ECCE and make it an adaptable
of the Company.
model in the National agenda for sustainable development goals.
Highlights of Performance of Subsidiaries
DHFL Holdings Limited (DHL)
DHFL Advisory & Investments Private Limited (DAIPL) During the financial year under review, your Company incorporated
DHFL Advisory & Investments Private Limited was incorporated as
DHFL Holdings Limited as its wholy-owned subsidiary and made
a wholly-owned subsidiary of your Company with the main object
an investment of ` 1 lakh in DHL by way of subscription to 10,000
to, inter-alia, carry on the business of providing all kinds of advisory/
equity shares of ` 10/- each.
consultancy services and fee based intermediation activities.
The main object of DHL is, inter-alia, to carry on the business of
As at March 31, 2019, DAIPL held 32.88% stake in the equity
a holding and investment company, to buy, underwrite, invest in,
share capital of the joint venture entity i.e. DHFL Pramerica Asset
acquire, hold, deal in and trade in shares, stocks, debentures,
Managers Private Limited (DPAMPL).
debenture-stock, bonds, obligations and securities of any kind
During the current financial year, your Company has pursuant to of companies or partnership firms or body corporate, whether in
receipt of approval from relevant regulatory authorities sold the India or elsewhere.
entire stake held by it (i.e. 17.12% directly and 32.88% through
DAIPL) in DPAMPL and DHFL Pramerica Trustees Private Highlights of Performance of Joint Ventures
Limited (DPTPL) to PGLH of Delaware and the transaction was DHFL Pramerica Life Insurance Company Limited
consummated on July 31, 2019. Your Company had acquired 50% equity stake in DHFL Pramerica
Life Insurance Company Limited (erstwhile DLF Pramerica Life
DAIPL earned an advisory fees of ` 0.025 crore during the financial Insurance Company Limited) (“DPLI”), a life insurance Company
year ended March 31, 2019 as against ` 0.05 crore for the financial registered with Insurance Regulatory and Development Authority
year 2017-18. of India, from DLF Limited in December, 2013, and entered
into a joint venture with Prudential International Insurance
DHFL Investments Limited (DIL) Holdings Limited (“Prudential”). In order to unlock the value of
DHFL Investments Limited was incorporated as a wholly owned the Company’s investment in DPLI, with the approval of Board of
subsidiary of your Company in the financial year 2016-17. The Directors, the Members of the Company and relevant regulatory
Company made an investment of ` 100.05 crore in DIL by way of authorities, during the financial year 2016-17, the entire equity
subscription to 10,00,50,000 equity shares of ` 10/- each in the stake held in DPLI representing 50% of the paid-up equity share
financial year 2016-17. During the previous financial year, your capital of DPLI was sold to DIL, a wholly-owned subsidiary.
Company made further investment of ` 1.20 crore by subscribing
to 12,00,000 Equity shares of ` 10/- each issued by DIL on As at March 31, 2019, the networth of DPLI stood at ` 989.91
preferential basis. crore and its Profit before tax declined by 19.4% to ` 97.91 crore
for financial year 2018-19 as against ` 121.53 crore for financial
DIL holds 50% stake in the equity share capital of the joint venture year 2017-18. The Assets under Management of DPLI stood at
entity DHFL Pramerica Life Insurance Company Limited. DIL had ` 4,463.70 crore as at March 31, 2019 as against ` 3,101.80 crore
during the financial year 2016-17, by way of issue of Compulsory as at March 31, 2018. DPLI has presence in 27 states and 2 Union
Convertible Debentures (CCDs), raised an amount of `1,901 crore Territories.
from Wadhawan Global Capital Limited (formerly Wadhawan
Global Capital Private Limited). The said CCDs are convertible DHFL Pramerica Asset Managers Private Limited &
into equal number of equity shares of DIL after the expiry of DHFL Pramerica Trustees Private Limited
100 months from the date on which the CCDs were issued and Upon entering into a joint venture with PGLH of Delaware, (a
mandatorily to be converted on the expiry of 110 months. wholly-owned indirect subsidiary of Prudential Financial Inc.) your

1 2 3
Company had acquired 50% of the equity share capital of DHFL of over 15,000 academic aspirants across 6,000+ courses in
Pramerica Asset Managers Private Limited (hereinafter referred 2,000+ institutes across India and over 45+ countries including
to as “DPAMPL”), the Asset Management Company of DHFL US, UK, Canada, Australia and others.
Pramerica Mutual Fund (hereinafter referred to as “DPMF”) and
As at March 31, 2019, the net worth of Avanse stood at ` 577.78
DHFL Pramerica Trustees Private Limited, the Trustee of DPMF.
crore and its Profit Before Tax grew by 130% at ` 41.48 crore for the
Your Company is registered with Association of Mutual Funds in financial year 2018-19 as against ` 18.00 crore for the Financial
India (AMFI) vide registration No. ARN -101515 as AMFI registered Year 2017-18. The Assets under Management of Avanse stood at
Mutual Fund Advisor and undertakes the distribution of mutual fund ` 2,852 crore as at March 31, 2019 as against ` 2,187 crore as
products of DPAMPL. at March 31, 2018. Avanse has presence in 16 locations across
India.
As at March 31, 2019, your Company held 50% equity stake in
DPAMPL (directly 17.12% and 32.88% through its wholly-owned As on March 31, 2019, your Company held 30.63% of the paid-up
subsidiary, DAIPL) and the DPTPL, respectively. Your Company has equity share capital of Avanse.
sold the entire stake held by it in DPAMPL (i.e. 17.12% directly and
During the current financial year, your Company has pursuant
32.88% through DAIPL) and DPTPL to PGLH of Delaware and the
to receipt of regulatory approvals and execution of relevant
transaction was consummated on July 31, 2019. Consequent upon
said disinvestment on July 31, 2019, both DHFL Pramerica Asset documents, completed the sale/transfer of its entire stake held
Managers Private Limited and DHFL Pramerica Trustees Private in Avanse i.e. 1,92,50,719 (30.63%) equity shares to Olive Vine
Limited ceased to be Joint Venture companies of your Company. Investment Limited, an affiliate of the Warburg Pincus group and
consummated the transaction on July 30, 2019. Consequent upon
As on March 31, 2019, the networth of DPAMPL stood at sale/transfer on July 30, 2019, Avanse Financial Services Limited
` 133.28 crore with a Loss Before Tax of ` 10.20 crore for financial ceased to be an associate company of your Company.
year 2018-19 as against Profit of ` 11.27 crore for financial year
2017-18. The Assets under Management of DPAMPL stood at DHFL Ventures Trustee Company Private Limited
` 9,432.40 crore as at March 31,2019 as against ` 26,750.82 (DHFL Ventures)
crore as at March 31, 2018. DPAMPL has presence in 14 states. DHFL Ventures is a Company which acts as a trustee company of
venture capital funds and alternative investment funds. During the
Highlights of Performance of Associate Companies financial year 2016-17, your Company had transferred its entire
Aadhar Housing Finance Limited (AHFL) (formerly equity stake held in DHFL Ventures to its wholly owned subsidiary
DHFL Vysya Housing Finance Limited) i.e. DHFL Investments Limited at face value
Aadhar Housing Finance Limited (formerly known as DHFL Vysya
Housing Finance Limited, hereinafter referred to as “AHFL”) is a As at March 31, 2019 the net worth of DHFL Ventures stood at
housing finance company registered with NHB and it focuses to ` 0.06 crore and its Profit Before Tax was ` 0.02 crore for financial
cater to the lower and middle income segment. year 2018-19. The total assets of DHFL Ventures stood at ` 0.11
crore as at March 31, 2019 as against ` 0.09 crore as at March
As at March 31, 2019, the networth of AHFL stood at ` 859.85 31, 2018.
crore (including capital reserve on amalgamation) and its Profit
Before Tax grew by 45.53% at ` 235.40 crore for the financial year INFORMATION TECHNOLOGY
2018-19 as against ` 161.75 crore for the financial year 2017-18. Your Company has been expanding technology landscape
The Assets under Management of AHFL stood at ` 10,016 crore through advanced technology solutions as part of digital
as at March 31, 2019 as against ` 7,966.41 crore as at March, 31, transformation program which comprises of technology enablers
2018. AHFL has presence in 20 states. for business growth and operational efficiency along with a lot of
emphasis on IT security.
As on March 31, 2019, your Company held 9.15% of the paid-up
equity share capital of AHFL. The journey towards digital transformation is to enhance
customer and employee experience by strengthening enterprise
During the current financial year, your Company has pursuant
to receipt of regulatory approvals and execution of relevant architecture and expanding the digital footprint to meet evolving
documents, completed the sale/transfer of its entire stake i.e. business needs.
23,01,090 equity shares (equivalent to 9.15% of AHFL) held in As part of this program, best-fit solutions were being implemented/
AHFL to BCP Topco VII Pte. Ltd., which is controlled by private
enhanced in the areas of (i) customer relationship management
equity funds managed by Blackstone and consummated the
to achieve higher customer satisfaction and enhanced marketing
transaction on June 10, 2019. Consequent upon sale/transfer on
and sales effectiveness; (ii) digital channels to provide for
June 10, 2019, Aadhar Housing Finance Limited ceased to be an
effective interaction between the Company and its customers
associate company of your Company.
and business partners/agents (iii) enhancing deposits system (iv)
Avanse Financial Services Limited (Avanse) complete digitization of processes and document management
Avanse Financial Services Limited is one of the leading education to facilitate the centralization of processes (v) Mobility solutions
focused niche NBFC, regulated by Reserve Bank of India. With for collections management, customer on-boarding and technical
its new age, flexible and tailored financial solutions, Avanse verifications (vi) loan origination and management system
addresses higher education needs of the Indian youth enabling (vii) middleware enhancements (viii) Integration with fintech
them to ‘Aspire without Boundaries’. Avanse has fulfilled dreams solutions for improving operational efficiency.
39
HUMAN RESOURCES Your Company is on its way to building an organization that is future
Your Company continues to nurture a culture of talent and ready, based on the capabilities of its internal human capital, so
leadership development and believes that the internal human as to leverage the inborn talents of employees to achieve higher
potential shall be the stepping stones of establishing a profitable levels of productivity. For this, your Company had worked with
business proposition. It is your Company’s constant attempt to a celebrated brand in the Strength Management Field, Gallup,
create an atmosphere where the workforce thrives, grows up the through their tool, Gallup Clifton Strength’s Finder – an online
learning curve and are valued for their contributions. assessment tool that identifies areas in which an individual has
the greatest potential for building strengths. In financial year
Your Company believes in acquiring the finest resources, building 2017-18, your Company had started the conversation around
their capabilities through robust learning models, and retaining strengths and in the last financial year, your Company continued
them through progressive employee-centric policies and to work with people managers for this initiative and successfully
practices. This successfully creates alignment of organizational implemented this concept, infusing strengths based working
and individual aspirations. into the backbone of internal processes and human resources.
During the financial year 2018-19, your Company strengthened Your Company, post the Leadership Enrichment Session based
the pre-trained manpower hiring channel, providing product and on the Strengths Philosophy, also worked to progress towards
process training prior to on-boarding, in order to curtail the loss drawing out Succession Plans for the organization, wherein the
of productive hours. Your Company is also tied up with prominent successors for the top three layers were charted out.
and Tier I learning institutions of the country to curate end-to- Your Company also progressed in areas of Company level
end scholastic cycles for the youth of tomorrow. Your Company Strength Maps and Competency Framework, keeping in mind the
introduced referral schemes to ensure economical quality hires. It next generation of technology and millennials. This involved the
also refurbished its Employee Induction Program, aiding cultural making of Organizational and Functional level Strength Maps that
orientation of the off-role staff to the organizational culture, while, would help ascertain the overall organizational behavior and the
at the same time, imparting to them the necessary product and competencies that we need to build for the future. The exercise
process knowledge. charted out the core competencies that your Company would
Under the flagship program, GATI – Career Progression Plan for need to build internally to thrive in the next phase of growth and
business operations. This was aimed at supporting the strategic
its DSSL staff – that was announced in financial year 2015-16,
growth charter of the Company and filtering out key action areas
approximately 3,500 frontline staff was dispersed across three
in terms of employee capability to make your Company’s future-
levels. During the financial year under review, your Company
ready.
on-boarded 10% proportion of its total hire from DHFL Sales and
Services Limited (DSSL) source, rationalizing cost of hire and
Learning and Development
lessening performance lead time on external hires. Your Company
Your Company’s Learning & Development Team (L&D Team) is
also arranged for “First Time Manager” training to employees
responsible for providing learning solutions to every role within
to hone their people management skills and improve employee
the Company by designing comprehensive training framework to
relations. Your Company also joined hands with prominent
educational institutions to sponsor higher education opportunities match the dynamic and ever evolving business trends.
for the staff and their families at reduced rates. As part of this Your Company has created stronger depth and focus in its
initiative, more than 70 applications were received in the year skill building efforts. It has been able to support professional
under review. Through this initiative, your Company intends to development and empower employees to deliver improved
provide career growth opportunities to its human capital and foster
quality of service through its training intervention and motivating
higher studies amongst the extended DHFL Family, contributing
them to perform with renewed vigor and enthusiasm. Teaching
to the cause of developing employable skills amongst the youth
expertise has been nurtured in-house, in the form of dedicated
of the nation.
trainers, facilitators, content developers as well as subject matter
Your Company, in the financial year 2016-17, had launched “Better experts from business teams.
Together” - its diversity and inclusion initiative. Your Company
continued to maintain a 10% female in the workforce ratio. Your During the financial year under review, training was imparted to
Company leveraged on “Stronger Together” – the DHFL Women’s 4,584 on roll employees and 2,626 off roll employees, covering a
Club, to facilitate knowledge sharing and empowerment among wide range of functional areas including sales skill development
women employees. This informal platform helped us to create programs, credit analytical skills, appraisal techniques, fraud
a more secure and supportive environment for the women staff. & risk management. “Organization Orientation” the exclusive
Your Company also scheduled several work-life sessions by monthly induction program for the new recruits is conducted to
celebrated speakers, besides financial knowledge camps, as give an overall view of the Company’s vision and mission. Similarly,
well as grooming and health awareness sessions. An in-house programs based on soft skills and monitoring techniques were
nutritionist and Desk Yoga instructor were also appointed keeping also conducted and 4,113 employees were covered, of which
in mind the welfare of the staff. Your Company, as responsible 3,337 were on roll and 776 were off roll.
corporate citizens, will continue to promote diversity and go
beyond its duty to build a workplace conducive to female staff, In keeping with its importance and in compliance with National
marked by equal opportunities and merit-based career decisions. Housing Bank norms, trainings on Know Your Customer (KYC)

1 2 3
& Anti Money Laundering (AML) with a total coverage of 2,801 motivate them to contribute to the growth and profitability of the
employees were also imparted at all levels within the organization. Company. The Company also intends to use these schemes/plan
External training programs and cross functional exposures were to retain the talent, working with the Company.
utilized to provide an extra edge to employees for continuous Your Company has with the approval of Nomination and
and better performance through learning and job experience. Remuneration Committee of the Board of Directors and pursuant
To leverage the internal strength of L&D Team, only 14.24% of to the special resolution passed by the Members of the Company
trainings were fully outsourced. at the Annual General Meeting held on July 23, 2007, formulated
three employee stock option schemes, ESOP - 2008, ESOP -
Your Company has partnered with the best in class leadership 2009 – Plan II and ESOP – 2009 – Plan III. The said stock option
trainers of the country for corporate breakthrough workshop schemes are in compliance with the provisions of Securities
for key position holders and business managers. To study the and Exchange Board of India (Share Based Employee Benefits)
impact of training, your Company engages leading trainers from Regulations, 2014 (SEBI SBEB Regulations). The ESOP 2009 Plan
the industry to benchmark Company’s skills and for analyzing II lapsed on November 25, 2015 and the ESOP 2009 Plan III was
the same with focus on measuring and improving employee completed on May 12, 2017 and ESOP 2008 was completed on
engagement and learning quotient. June 1, 2018 upon allotment of the balance 15,440 equity shares
of ` 10 each under the said plans.
Taking concrete steps based on the study findings, is helping the Pursuant to the resolution passed by the Board of Directors of the
organization in building a stronger and more engaged workforce. Company, at its meeting held on January 16, 2015 and the special
Customer focus remains at the core of all L&D initiatives. resolution passed by the Members of the Company on February
23, 2015 through Postal Ballot, the DHFL Employee Stock
Appreciation Rights Plan 2015 (“DHFL ESAR Plan 2015” / “the
Your Company’s Human Resources initiatives and L&D systems
Plan”) was approved in accordance with the provisions of SEBI
are designed to ensure an active employee engagement
SBEB Regulations, exercisable into not more than 51,46,023 fully
process, leading to better organizational capability and vitality
paid-up equity shares in aggregate, having face value of ` 10/-
for maintaining a competitive edge and in pursuing its ambitious each. Consequent to the bonus shares issued by the Company
growth plans. to its Members in the ratio 1:1 during the financial year 2015-16,
the total number of Employee Stock Appreciation Rights (ESARs)
EMPLOYEE REMUNERATION also increased in the same ratio i.e. exercisable into not more than
(A) The ratio of the remuneration of each director to the median 1,02,92,046 fully paid up equity shares.
employees’ remuneration and other details in terms of
During the financial year 2017-18, Nomination and Remuneration
Section 197(12) of the Companies Act, 2013 read with Rule
Committee on July 13, 2017 approved Grant III of 32,47,100 and
5(1) of the Companies (Appointment and Remuneration
Grant IV of 5,50,000 ESARs and thereafter, on October 16, 2017
of Managerial Personnel) Rules, 2014 as amended by the and January 22, 2018 approved Grant V & VI of 1,50,800 ESARs
Companies (Appointment and Remuneration of Managerial and 71,900 ESARs respectively, to the eligible employees of the
Personnel) Amendment Rules, 2016, forms part of this Company conferring upon them a right to receive equity shares
Board’s report as “Annexure - 3”. equivalent to the appreciation in the value of the shares of your
Company. Nomination and Remuneration Committee on January
(B) The statement containing particulars of employees as 22, 2018 also approved the amendment to the vesting schedule
required under Section 197(12) of the Companies Act, in respect of the ESARs granted under Grants III, IV and V.
2013 read with Rule 5(2) and Rule 5(3) of the Companies During the financial year 2017-18, the Members of the Company,
(Appointment and Remuneration of Managerial Personnel) approved amendment to the DHFL ESAR Plan 2015, inter-alia,
Rules, 2014, as amended by the Companies (Appointment for increasing the number of equity shares that can be allotted
and Remuneration of Managerial Personnel) Amendment thereunder to 2,67,82,046 equity shares from the earlier limit of
Rules, 2016 forms part of this Board’s report. However, as 1,02,92,046 equity shares. Pursuant to the subject approval,
per first proviso to Section 136(1) of the Act and second the Nomination and Remuneration Committee on March 21,
proviso of Rule 5(3) of the Companies (Appointment and 2018 approved Grant VII of 1,17,35,600 ESARs to the eligible
Remuneration of Managerial Personnel) Rules, 2014, the employees of the Company.
Report and Financial Statements are being sent to the
Members of the Company excluding the said statement. Any Pursuant to the subject approval, the Nomination and
Member interested in obtaining a copy of the said statement Remuneration Committee on June 27, 2018 approved Grant VIII
of 2,40,000 ESARs to the eligible employees of the Company.
may write to the Secretarial Department at the Registered
Office of the Company. During the Financial Year under review, in view of the interest
expressed and requests given by all the ESAR Grantees covered
EMPLOYEES STOCK OPTION SCHEME (ESOP)/ under the aforesaid Grant – VII and Grant – VIII of the DHFL ESAR
EMPLOYEE STOCK APPRECIATION RIGHTS Plan 2015 to cancel and discontinue with the said Grants, the
(ESARs) Nomination & Remuneration Committee and the Board of Directors
Your Company has formulated employee stock option schemes/ of the Company at their respective Meetings held on March 29,
employee stock appreciation rights plan with an intent to reward 2019, approved cancellation of said Grant VII and Grant VIII of
the employees of the Company for their performance and to ESARs issued under the DHFL ESAR Plan 2015.
41
During the financial year under review, the Company allotted to continuous enhancement of the core technology architecture
the eligible employees from time to time 1,48,737 equity shares of to provide a scalable future ready platform to support and
` 10/- each on exercise of 2,42,211 ESARs, under Grant I, II and enable your Company’s growth. The new technology platform
III of DHFL ESAR Plan 2015. covers all functions starting from sales to loan underwriting
The Company’s Nomination and Remuneration Committee of the and management, customer relationship management,
Board of Directors, inter-alia, administers and monitors the Employee financial accounting and collections management.
Stock Option Schemes/Employee Stock Appreciation Rights Plans
Your Company is also adopting analytics solutions in a
of the Company, in accordance with SEBI SBEB Regulations.
big way to provide better insights about its customers and
The Company has received a certificate from its auditors internal operations, and take informed decisions based on
confirming that the Employee Stock Options Schemes/ Employee advanced and predictive analytics. The various technology
Stock Appreciation Rights Plan have been implemented in advancements that have been undertaken are aimed at
accordance with SEBI SBEB Regulations and is as per the serving the customers better, managing the processes
respective resolutions passed by the Members of the Company. efficiently and economically without compromising on
The said certificate would be placed at the ensuing Annual security and controls.
General Meeting for the inspection by the Members of the
C. Foreign Exchange Earnings and Outgo
Company. The applicable disclosures as stipulated under SEBI
There were no foreign exchange earnings during the year.
SBEB Regulations, for the financial year under review, form
part of this Board’s report as “Annexure - 4” and in terms
During the financial year under review, your Company’s
of Regulation 14 of SEBI SBEB Regulations the said details expenditure in foreign currency increased by 55.35% from
are also available on the website of the Company at the URL: ` 127.96 crore in the financial year ended March 31, 2018 to
http://www.dhfl.com/investors/esos-esar-disclosures/ ` 198.79 crore for the financial year ended March 31, 2019.
The increase in foreign exchange expenses was due to
DISCLOSURE UNDER SUB-SECTION (3) OF payment of interest on foreign borrowings and expenses for
SECTION 134 OF COMPANIES ACT, 2013, raising funds / borrowings.
READ WITH RULE 8(3) OF THE COMPANIES
(ACCOUNTS) RULES, 2014 INSURANCE
Your Company has insured its various properties and facilities
A. Conservation of Energy
against the risk of fire, theft, risk of financial loss due to fraud and
Your Company is not engaged in any manufacturing activity
other perils, etc. and has also obtained Directors’ and Officers’
and thus its operations are not energy intensive. However,
Liability Insurance Policy which covers the Company’s Directors
adequate measures are always taken to ensure optimum
and Officers (employees in managerial or supervisory position)
utilization and maximum possible saving of energy. During
against the risk of financial loss including the expenses pertaining
the financial year under review, your Company has made
to defense cost and legal representation expenses arising in the
capital investment of approximately ` 0.80 crore at various
normal course of business. Also the Public Liability policy availed
locations, towards the installation of energy conservation
covers the legal liability arising out of third party bodily injury or
equipment’s such as replacement of CFL (Compact
third party property damage in Company premises.
Fluorescent Lamp) with LED (Light- Emitting Diode) lights,
energy saving Air-conditioners (VRV), replacement of
Further, your Company has obtained money policy to cover
normal tube lights with LED lights at the National Office
“money in safe and till counter and money in transit” for the
of the Company and other pan-India branches. These
Company’s branches and various offices. All the vehicles owned
initiatives have resulted in power saving on a daily basis.
by the Company are also duly insured.
The Company on its lending side actively associates in all
programmes and schemes of the Government and National Your Company also has in place a group mediclaim policy for
Housing Bank (NHB), in promoting energy efficient homes. its employees and their dependent family members, group term
life and group personal accident policies, which provide uniform
B. Technology Absorption benefits to all the employees.
Your Company has taken positive steps towards digital Your Company being registered with Insurance and Regulatory
transformation to enhance customer experience, provide Development Authority of India (IRDAI) to act as a Corporate Agent
superior customer service, improve operational efficiency to (Composite) for distribution and solicitation of life and general
support evolving business needs. insurance products of DHFL Pramerica Life Insurance Company
Limited, Cholamandalam MS General Insurance Company
By expanding digital footprint, your Company has embraced Limited and DHFL General Insurance Limited, respectively.
mobility solutions in a big way to improve productivity and
efficiency in customer onboarding, collections and technical Your Company serves as group administrators for group health
verification processes. In addition, your Company is doing and/or personnel accident insurance policy for its customers

1 2 3
and also solicit Property (Fire & Standard Perils) retail general Act, 2013, the complaints received thereunder and the details
insurance product to ensure adequate insurance coverage for the relating thereto are as follows:
properties financed during the tenure of the loan.
(a) Number of complaints received in the year: Nil
Your Company also has in place a policy on Open Architecture for
Retail Insurance Business, in terms of the Insurance Regulatory (b) Number of complaints disposed of during the year: Nil
and Development Authority of India (Registration of Corporate
(c) Number of cases pending more than ninety days: Nil
Agents) Regulations, 2015, which lays down the manner of
soliciting and servicing insurance products and addresses the (d) Number of workshops or awareness programme against
manner of adopting the philosophy of open architecture and its sexual harassment carried out: Your Company on a
implementation. regular basis sensitizes its employees on prevention of
sexual harassment through various workshops, awareness
Your Company also educates its customers in relation to the programmes which are conducted at branch, regional, zonal
insurance products suitable for them. and national level.
NATIONAL HOUSING BANK GUIDELINES (e) Nature of action taken by the employer or district officer: Nil
Your Company has complied with the provisions of the Housing RISK MANAGEMENT
Finance Companies (NHB) Directions as prescribed by National As a housing finance company, your Company is exposed
Housing Bank (NHB) and has been in compliance with the various to various risks like credit risk, market risk, liquidity risk and
Circulars, Notifications and Guidelines issued by NHB from time operational risk (technology, employee, transaction and reputation
to time. The Circulars, Notifications and Guidelines issued by NHB risk).
are also placed before the Audit Committee / Board of Directors at
regular intervals to update the Committee/ Board members on the While your Company catapulted into large HFC domain, prudence
status of compliance with the same. in underwriting and loan appraising capability remained a key
benchmark for your Company. Your Company’s highly proficient
VIGIL MECHANISM (WHISTLE BLOWER teams from legal, technical services and risk containment unit
POLICY) are the backbone of your Company’s adept risk management
Pursuant to the provisions of Section 177 (9) & (10) of the processes and differentiates it from the others. Corporate
Companies Act, 2013 read with Rule 7 of Companies (Meetings of governance remained a matter of utmost priority. Your Company
Board and its Powers) Rules, 2014 and Securities and Exchange has an effective Risk Management Control Framework that has
Board of India (Listing Obligations and Disclosure Requirements) been developed encircling all the above areas. Your Company
Regulations, 2015, the Company has in place a Whistle Blower has a Risk Management Committee (RMC) and Operational Risk
Policy, which provides for a vigil mechanism that encourages and Management Committee (ORMC) that comprise of its directors
supports its Directors and employees to report instances of illegal and members of its senior management team, respectively,
activities, unethical behavior, actual or suspected, fraud or violation who have rich experience in the industry in various domains.
of the Company’s Code of Conduct and Code of Business Ethics. The RMC meets on periodic basis to oversee risk management
It also provides for adequate safeguards against victimization system and the emergent risks your Company is exposed to. Your
of persons who use this mechanism and direct access to the Company encourages sound risk management culture within the
Chairman of the Audit Committee in exceptional cases. organization.
The said policy is available on the website of the Company at the Your Company is committed to manage its risk in a proactive
URL: https://www.dhfl.com/docs/default-source/investors/whistle- manner and has adopted structured and disciplined approach
blower-policy/whistle-blower-policy-revised.pdf to risk management by developing and implementing risk
management framework. With a view to manage its risk
PREVENTION, PROHIBITION & REDRESSAL effectively, your Company has in place a Comprehensive Risk
OF SEXUAL HARASSMENT OF WOMEN AT Management Policy which covers a formalized Risk Management
WORKPLACE Structure, alongwith other aspects of Risk Management i.e.
As per the requirements of the Sexual Harassment of Women at Credit Risk Management, Operational Risk Management, Market
Workplace (Prevention, Prohibition and Redressal) Act, 2013, Risk Management and Enterprise Risk Management. The Risk
your Company has in place a Policy on Prevention, Prohibition & Management Committee of the Board, on periodic basis, oversees
Redressal of Sexual Harassment of Women at Workplace and has a the risk management systems, processes and minimization
robust mechanism to redress the complaints reported thereunder. procedures of the Company. During the financial year under
An Internal Complaints Committee has been constituted, which review, the risk management policy of the Company was revised
comprises of internal members and an external member who has to align the same with the changing business environment.
experience in the subject field.
During the financial year under review, the Comprehensive
Pursuant to the provisions of Section 22 of the Sexual Harassment Risk Management Policy was amended on August 13, 2018 to
of Women at Workplace (Prevention, Prohibition and Redressal) amend the parameters for risk profiling on the basis of individual
43
credit risk. Further, the details of the amended Asset Liability Social Responsibility Committee and Finance Committee and all
Management Policy and Foreign Exchange and Interest Rate Risk the individual Directors without the presence of the Director being
Management Policy were also included in the subject policy. evaluated. The detailed process and manner of performance
evaluation carried out basis the criteria / parameters laid down
NOMINATION (INCLUDING BOARDS’ for the purpose have been explained in the Report on Corporate
DIVERSITY) REMUNERATION & EVALUATION Governance, forming part of this Annual Report.
POLICY (NRE POLICY) & PERFORMANCE
EVALUATION CORPORATE SOCIAL RESPONSIBILITY
Your Company recognizes the importance and benefits of having Your Company has been raising hope and fulfilling dreams of
a diverse Board. It endeavors to ensure diversity on the Board home ownership, of the lower and middle income (LMI) segment,
through varied skills, experience and background, gender, for more than three and a half decades. Thus, encouraging a safer
knowledge and other distinguishing qualities to enhance the and healthier living environment, aspirations for better education,
overall effectiveness of the Board which in turn brings in valuable better career opportunities and better lifestyle. Your Company has
contribution to the Company’s business strategies, plans and extended its business ethos of ‘Changing Lives’ to its Corporate
future growth aspects. Social Responsibility (CSR) and has in place a Corporate
Social Responsibility Policy (CSR Policy), as per the provisions
Your Company also believes that the Board shall at all times of the Companies Act, 2013 and Companies (Corporate Social
represent an optimum combination of Executive and Non- Responsibility Policy) Rules, 2014, as amended, which, inter-alia,
Executive Directors as well as Independent Directors. The lays down the guidelines and mechanism for undertaking socially
Nomination (including Boards’ Diversity), Remuneration & useful projects for welfare and sustainable development of the
Evaluation Policy (NRE Policy) of the Company, inter-alia, lays community at large.
down the approach to diversity of the Board, criteria for identifying
the persons who are qualified to be appointed as Directors and/ During the financial year under review, the Corporate Social
or Senior Management Personnel of the Company, alongwith the Responsibility policy (CSR Policy) was amended on November 21,
criteria for determination of remuneration of Directors, KMPs and 2018 to align the same with the requirements of the amendments
other employees and their evaluation and includes other matters, made to the relevant provisions of the Companies Act, 2013 and
as prescribed under the provisions of Section 178 of Companies the rules thereunder notification of the Companies Amendment
Act, 2013 and Securities and Exchange Board of India (Listing Act, 2017 issued by Ministry of Corporate Affairs (MCA).
Obligations and Disclosure Requirements) Regulations, 2015.
As per the provisions of Section 135 of the Companies Act, 2013,
Additional details with respect to the said policy are given in the your Company has constituted a Corporate Social Responsibility
Report on Corporate Governance forming part of this Annual Committee (CSR Committee). The CSR Committee assists the
Report. Board in fulfilling its duty towards the community and society at
large by identifying the activities and programmes that can be
The said policy is available on the website of the undertaken by the Company, in terms of the CSR Policy of the
Company at the URL: https://www.dhfl.com/docs/default- Company. The composition of the CSR Committee and its terms
source/investors/nomination-(including-boards-diversity)- of reference are given in the Report on Corporate Governance
re m u n e r a t i o n - a n d - e v a l u a t i o n - p o l i c y - o f - t h e - c o m p a n y / forming part of this Annual Report.
nomination-remuneration-evaluation-policy-revised.pdf
Your Company’s CSR programmes have scaled to cover 6 States
The Nomination and Remuneration Committee of the Board and 25 locations (cities/ villages/ towns), in the following thematic
of Directors has laid down the performance evaluation and areas:
assessment criteria/parameters for the Board (including Board
Committees) and individual Directors. The Independent Directors I. Education viz. Early Childhood Care & Education (ECCE)
in terms of Schedule IV of the Companies Act, 2013 at its separate
II. Rural development with a focus on drought mitigation
meeting evaluated the performance of the Chairman & Managing
Director, Joint Managing Director, Non-Executive Director and the III.
Empowerment through Financial literacy and inclusive
Board as a whole. growth, under ‘Sharmaji ke Sawal. Vinodji ke Jawab’
IV. Skills development for sustainable livelihoods

The Nomination and Remuneration Committee carried out
the evaluation of every Director’s performance and the Your Company has established a wholly-owned subsidiary
Board additionally carried out a formal evaluation of its own viz. DHFL Changing Lives Foundation in December 2017, for
performance, Board Committees namely Audit Committee, implementing the Company’s CSR programmes. The DHFL
Nomination and Remuneration Committee, Risk Management Changing Lives Foundation currently implements the Company’s
Committee, Stakeholders’ Relationship Committee, Corporate flagship CSR programme under Early Childhood Care & Education

1 2 3
(ECCE) as ‘Project Sneh’ along with few other allied programmes  DHFL awarded “Housing Finance Company of the Year”
towards livelihoods and education. The Annual Report on CSR at the Asia’s Banking, Financial Services and Insurance
activities forms part of this Board’s report as “Annexure - 5” and Excellence Awards held in Singapore
details the programme reach, impact and investments.  DHFL awarded The Economic Times Iconic Brand Award
2018
LISTING OF SHARES OF THE COMPANY
The Equity Shares of your Company continue to remain listed on
DISTRIBUTION NETWORK
The distribution network of your Company is designed to
BSE Limited and the National Stock Exchange of India Limited.
reach out to the Lower and Middle Income (LMI) segment and
tap a growing potential customer base throughout India. Your
The Company has paid the listing fees as payable to the BSE
Company maintains a pan-India marketing and distribution
Limited and the National Stock Exchange of India Limited for the
network with a presence across at 330 locations throughout
financial year 2019-20 within stipulated time.
India, including 195 Branches, 108 Service Centres, 19 Zonal/
Regional/CPU Offices, 4 Disbursement Hubs, 1 Administrative
MARKETING AND BRANDING Office, 1 Registered Office, 1 Corporate Office and 1 National
Your Company has also ensured value driven communication, to Office as on March 31, 2019. Additionally, your Company has
reinforce the significance of home ownership, across TV, print, international representative offices located in London and Dubai.
radio, digital and outdoor media. Additionally, your Company has
leveraged digital media to generate awareness on the nuances of Your Company’s network is grouped into Zones and Regions
home loans and welfare schemes, including the Pradhan Mantri located pan-India with significant presence in Tier II and Tier III
Awas Yojana (PMAY), using digital characters ‘Sharmaji & Vinodji’ cities, town and its peripheral suburbs. Your Company believes
launched in 2016 as a part of its consumer education initiative. that its business model allows it to deliver improved turnaround
In addition to this your Company also continued its country wide time and to improve customer satisfaction while maintaining asset
unique initiative called ‘Griha Utsav – Property Expo and Home quality. The distribution network includes direct selling teams
Loan Mela’ wherein a market place was created for builders to (i.e. staff working on a contract basis), Direct Selling Agents
display affordable properties and consumers who were looking [DSAs] and other business referral partners. Direct selling teams
work under supervision of the employees of your Company
for such properties were invited to visit the expo. Throughout the
and the payment for their services is a combination of fixed fee
year your Company conducted 39 such exhibitions and touched
and variable commission based on the disbursement of loans
millions of lives by enabling home ownership. To keep up with the
sourced by them. The majority of the loans are sourced through
digital boom, your Company also launched its revamped website the direct selling teams. Your Company has also entered into
in April 2018. The revamped website came with an appealing look tie-ups with a number of Indian public and private sector banks
& feel and also with a mobile friendly navigation. to provide their customers access to the home loan solutions
offered by your Company. The tie-ups with such banks allow your
Your Company enhanced its social media presence by increasing Company an access to the ally banks’ customers and branch
its engagement with customers via Facebook, Twitter, LinkedIn networks while providing them with the option to participate in
and YouTube. Basis in-depth research on consumer’s online the loan syndication programs with the Company.
behaviour and journeys, your Company revamped its website
making it mobile and user friendly for improved communication DIRECTORS AND KEY MANAGERIAL
with its stakeholders and customers. The website effectively PERSONNEL
captures your Company’s leadership position across housing The Board of Directors of your Company as at March 31, 2019
and non-housing loan portfolios and helps visitors get a better consisted of five Directors, out of which two were Independent
understanding of your Company’s products and services with a Directors, two were Non-Executive Directors and one was
least number of clicks. Executive Director designated as a Chairman & Managing
Director. The current composition of the Board (as on the date
AWARDS AND RECOGNITIONS of this Report) consists of six Directors, out of which three are
The Awards and recognitions won by the Company during the independent Directors, two are Non-Executive Directors and one
Financial Year 2018-19, at various award forums are as under: is Executive Director designated as a Chairman & Managing
Director.
 DHFL awarded “The Best Performing Primary Lending
Institution under CLSS for MIG” by the Ministry of Housing The following are the changes that occurred in the composition
and Urban Affairs, Government of India of Board of Directors and Key Managerial Personnel during the
financial year under review and until the date of this Report:
 DHFL awarded as the Leading Housing Finance Company of
the Year by Times Network Mr. Harshil Mehta (DIN: 03038428) resigned from the position
of Whole Time Director (designated as Joint Managing Director
 DHFL Griha Utsav awarded the Most Admired Brand Activation & CEO) from the Board of Directors of the Company with effect
Campaign at the 7th ACEF Asian Leadership Awards 2018 from February 13, 2019. Mrs. Vijaya Sampath (DIN: 00641110),
45
Mr. Vijay Kumar Chopra (DIN: 02103940), Mr. Guru Prasad Kohli regulations and they are not disqualified for being appointed/
(DIN: 00230388) and Mr. Mannil Venugopalan (DIN: 00255575) reappointed as directors in terms of section 164 the Companies
resigned from the position of Independent Directors of the Act, 2013.
Company with effect from February 12, 2019, March 11, 2019,
March 29, 2019 and March 30, 2019 respectively. During the year under review, no stock options were issued to
the Promoter Directors or Independent Directors of the Company.
The Board of Directors places on record its appreciation for
the invaluable contribution made and services rendered by
During the year under review, Mr. Santosh Sharma, the erstwhile
Mr. Harshil Mehta, Mrs. Vijaya Sampath, Mr. Vijay Kumar Chopra,
Chief Financial Officer of the Company and Ms. Niti Arya, the
Mr. Guru Prasad Kohli and Mr. Mannil Venugopalan during their
erstwhile Company Secretary of the Company resigned from
tenure as Directors with the Company.
their respective positions with effect from end of working hours of
The Board of Directors appointed Mr. Sunjoy Joshi (DIN: March 15, 2019.
00449318), Mr. Alok Kumar Misra (DIN: 00163959) with effect from
March 26, 2019 and Dr. Deepali Pant Joshi (DIN: 07139051) with BOARD MEETINGS
effect from May 8, 2019 as Additional Directors, in the category of Your Company holds at least four Board meetings in a year,
Non-Executive, Independent Directors of the Company for a term one in each quarter, inter-alia, to review the financial results of
of 5 years, not liable to retire by rotation, subject to the approval the Company and an annual calendar of meetings of the Board
of the Members of the Company at the ensuing Annual General are finalized well before the beginning of the financial year after
Meeting of the Company. seeking concurrence of all the Directors. All the decisions and
urgent matters approved by way of circular resolutions are
The Board of Directors also appointed Mr. Srinath Sridharan placed, numbered and noted at the subsequent Board meeting.
(DIN: 03359570) as an Additional Director in the category of Non- In case of urgent matters, additional Board meetings are held in
Executive Director of the Company with effect from March 26, between the quarterly meetings.
2019, subject to the approval of the Members of the Company
at the ensuing Annual General Meeting of the Company, whose During the financial year under review, nine (9) Board Meetings
office shall be liable to retire by rotation. were convened and held. The intervening gap between the Board
Meetings was within the period prescribed under the Companies
In accordance with the provisions of section 152 of the Companies
Act, 2013 and the Securities and Exchange Board of India (Listing
Act, 2013 and Articles of Association, Mr. Dheeraj Wadhawan
(DIN: 00096026), Non-Executive Director being the longest in
The details of the Board composition, its meetings held during the
office among directors who are liable to retire by rotation, retires
year along with the attendance of the respective Directors thereat
by rotation and being eligible; offers himself for reappointment at
are set out in the Report on Corporate Governance forming part
the ensuing Annual General Meeting.
of this Annual Report.
All Independent Directors have given declarations that they meet
the criteria of independence, as laid down under section 149(6) Board Committees
of the Companies Act, 2013 and the provisions of Regulation Your Company has a duly constituted Audit Committee as per
16(1)(b) of the Securities and Exchange Board of India (Listing the provisions of Section 177 of the Companies Act, 2013 and
Obligations and Disclosure Requirements) Regulations, 2015. provisions of the Securities and Exchange Board of India (Listing
None of the Directors of your Company are related to each other,
except for Mr. Dheeraj Wadhawan, Non-Executive Director who The Board of Directors have constituted other committees namely
is the brother of Mr. Kapil Wadhawan, Chairman & Managing – Nomination and Remuneration Committee, Stakeholders’
Director of the Company. Relationship Committee, Risk Management Committee, Finance
The necessary resolutions for the appointment/re-appointment Committee and Corporate Social Responsibility Committee which
of the above mentioned directors and their brief profiles, enable the Board to deal with specific areas / activities that need
nature of expertise in specific functional areas and names of a closer review and to have an appropriate structure to assist in
other companies in which they hold Directorship alongwith the the discharge of its responsibilities.
Membership/Chairmanship of Committees of the Board as
The Board of Directors had constituted two special committees
stipulated under Securities and Exchange Board of India (Listing
viz. “Review Committee for Declaration of Willful Defaulters to
Obligations and Disclosure Requirements) Regulations, 2015 and
Credit Information Companies (CICs)” pursuant to circular issued
Secretarial Standard (SS-2) on General Meetings are provided in
by National Housing Bank, and NCD Public Issue Committee to
the annexure to the Notice of the Thirty Fifth (35th) Annual General
take all decisions in connection with the issue of Non-convertible
Meeting being sent to the Members along with this Annual Report.
Debentures by way of public issue, in one or more tranches and
Based on the confirmations received, all the directors satisfy allotment thereunder. The Board of Directors of your Company
the fit and proper criteria as prescribed under the applicable at their meeting held on March 29, 2019 unanimously agreed to

1 2 3
dissolve the said committee since the purpose of the constitution requirements of the amendments made to the Companies Act,
of this committee was duly met with. 2013 and the rules made thereunder and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
During the financial year under review, the Board of Directors
at its meeting held on January 31, 2019 also constituted a Pursuant to Housing Finance Companies – Corporate Governance
Special Committee viz., ‘Special Committee for Sale of Strategic (National Housing Bank) Directions, 2016, the Related Party
Investments’ to identify, determine and approve strategic sale of Transaction Policy of the Company forms part of this Board’s
investments by the Company. report as “Annexure - 6”. The said policy is available on the
website of the Company at URL https://www.dhfl.com/docs/
The details of the composition of the Audit Committee alongwith default-source/investors/related-party-transaction-policy-of-the-
that of other Board committees and other details including their company/related-party-transaction-policy_27-06-2018.pdf
respective terms of reference are included in the Report on
Corporate Governance forming part of this Annual Report. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATOR OR COURT OR
The Audit Committee and other Board Committees meet at TRIBUNALS
regular intervals and ensure to perform the duties and functions There were no significant and material orders passed by any
as entrusted upon them by the Board. Regulator or Court or Tribunal which would impact the going
concern status of the Company and its future operations.
PARTICULARS OF CONTRACTS AND
AGREEMENTS WITH RELATED PARTIES INTERNAL AUDIT & INTERNAL FINANCIAL
Your Company has in place Related Party Transaction Policy as CONTROL AND ITS ADEQUACY
per the provisions of Companies Act, 2013 read with the rules Your Company has a Management Assurance and Audit
made thereunder and Securities and Exchange Board of India Department, which provides comprehensive audit coverage of
(Listing Obligations and Disclosure Requirements) Regulations, functional areas and operations of the Company to examine the
2015, which describes the related party transactions requiring adequacy of and compliance with policies, procedures, statutory
requisite approvals and requirements of appropriate reporting and and regulatory requirements. Annual Risk Based audit plan is
disclosure of transactions between the Company and its related placed before the Audit Committee and adherence to the plan is
parties. The said policy also defines the materiality of related reported quarterly to the Audit Committee.
party transactions and lays down the procedures of dealing with
such transactions. Significant audit observations and follow up actions thereon are
reported to the Audit Committee. The Audit Committee reviews
The Company obtains prior approval of the Audit Committee and evaluates adequacy and effectiveness of the Company’s
before entering into any related party transaction. Approval of the internal control environment and monitors the implementation of
Board of Directors in terms of Section 188 of the Companies Act,
audit recommendations.
2013 is also obtained for entering into Related Party Transactions
by the Company, wherever applicable. A quarterly update on the Management Assurance and Audit is an independent and
related party transactions is provided to the Audit committee and objective assurance and consulting activity designed to add
the Board of Directors for their review and consideration.
value and improve the Company’s operations. Management
Assurance and Audit function is accountable to the Board
All related party transactions entered during the financial year
of Directors through the Chairman of the Audit Committee.
under review were in ordinary course of business and on an arm’s
Management Assurance and audit also assist the management
length basis.
in identifying operational opportunities for revenue leakage, cost
There were no material related party transactions entered by the savings and revenue enhancements; ensures working within the
Company with any related party during the financial year under regulatory and statutory framework and facilitate early detection
review. Thus, the disclosure of related party transaction as per and prevention of frauds.
Section 134(3)(b) of the Companies Act, 2013 in the prescribed
The Audit Committee and Board of Directors have approved a
Form AOC – 2 is not applicable.
documented framework for the internal financial control to be
The details of the related party transactions entered into by the followed by the Company and such policies and procedures
Company in the ordinary course of business at arm’s length basis adopted by the Company for ensuring the orderly and efficient
are mentioned in the notes to the accounts forming part of the conduct of its business, including adherence to Company’s
audited (standalone) financial statements for the financial year policies, safeguarding of its assets, prevention and detection of
ended March 31, 2019. frauds and errors, accuracy and completeness of the accounting
records and timely preparation of reliable financial information
During the financial year under review, the Related Party and disclosures. The Audit Committee periodically reviews and
Transaction Policy was amended to align the same with the evaluates the effectiveness of internal financial control system.
47
SECRETARIAL AUDIT REPORT AND approval of the Audit Committee, your Company placed the said
SECRETARIAL COMPLIANCE REPORT transaction before the members of the Audit Committee and the
Pursuant to the provisions of Section 204 of the Companies Board of Directors for their consideration and the said transaction
Act, 2013 and the Companies (Appointment and Remuneration was ratified by the Audit Committee members and the Board of
of Managerial Personnel) Rules, 2014 and Regulation 24A of Directors on July 13, 2019. The management shall take due care
the SEBI (Listing Obligations and Disclosure Requirements) to avoid such instances in future.
Regulations, 2015, the Board of Directors of the Company had
appointed Mrs. Jayshree S. Joshi, Proprietress of M/s Jayshree Response to para 1(c) of Annexure 1 to the Secretarial Audit
Dagli & Associates, Practicing Company Secretaries, Mumbai, to Report: All Related party transactions require prior approval of the
undertake the Secretarial Audit of the Company for the financial Members of Audit Committee as per the provisions of Companies
year 2018-19. Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Mr. G.P. Kohli was granted
The Secretarial Audit Report for the financial year ended March
leave of absence for the Audit Committee Meeting held on March
31, 2019, forms part of this Board’s report as “Annexure – 7”. The
29, 2019 due to his pre-occupation and hence the quorum could
said report contains certain qualifications, reservations or adverse
not be available as per the Regulation 18(2)(b) of SEBI Listing
remarks and response of the Board on the same are as follows:
Regulations. However, the Management is of the view that since
The Secretarial Audit report to the Members for the financial year the subject related party transaction was also approved by the
under review, contains qualified opinion and the response of the Board of Directors at their meeting held on March 29, 2019 i.e.
Board with respect to the same are as follows: immediately after the Audit Committee meeting, the transaction
continues to be valid.
Response to para 1(a) of Annexure 1 to the Secretarial Audit
Report: During the financial year under review, your Company Response to para 2 of Annexure 1 to the Secretarial Audit Report:
had granted short term loan of ` 30 crore to Wadhawan Global As a practice, your Company submits Form ECB 2 within the
Capital Limited (WGC) in the ordinary course of business of your specified timeline on monthly basis, however in few instances
Company, on account of the urgency of the fund requirement there were inadvertent delay in submission of Form ECB 2 either
by WGC. However, it was observed at a later date that the said due to non-availability of the authorised signatories or delay at
transaction required prior approval of the Audit Committee under the end of the AD banks in confirming the correctness of the
the provisions of Regulation 23 of the SEBI (Listing Obligations details provided in Form ECB 2. The management has noted the
and Disclosure Requirements) Regulations, 2015 (“SEBI Listing same and shall take due care to submit the said Form within the
Regulations”) as WGC was a related party of your Company specified timelines.
pursuant to Regulation 2(1)(zb) of SEBI Listing Regulations, which
was inadvertently missed by your Company. Upon realizing the Response to para 3 of Annexure 1 to the Secretarial Audit Report:
said inadvertent error, your Company forthwith placed the said The Asset Liability Management Committee consists of Directors
transaction before the members of the Audit Committee and the and senior officials of your Company and the said Committee is
Board of Directors for their consideration and the said transaction constituted pursuant to the Asset-Liability Management Policy of
was ratified by the Audit Committee members on May 3, 2019 and your Company framed in accordance the provisions of Housing
by the Board of Directors on May 5, 2019 i.e. within the period of Finance Companies (NHB) Directions, 2010. It was observed that
three months prescribed under the Companies Act, 2013 during the Joint Managing Director & CEO had resigned w.e.f. February
which the Audit Committee and the Board are empowered to ratify 13, 2019 and the Chief Financial Officer had resigned w.e.f. the
such transactions. The management shall take due care to avoid close of working hours of March 15, 2019, hence, the meetings
such instances in future. as referred in this para were presided by one of the senior
management personnel of your Company, who is also one of the
Response to para 1(b) of Annexure 1 to the Secretarial Audit members of ALCO Committee and was elected at such meetings
Report: Your Company, being a housing finance company, in to act as Chairman of the meetings. The Management is of the
its ordinary course of business grants various loans in the form view that as per the standard corporate governance practices
of housing loan and non housing loan to third parties through where the Chairman of any Committee is not present, any one of
its various branches. In March, 2018, your Company had in the members of such committee can act as the Chairman of the
its ordinary course of business, through one of its branches meetings of such committee if so elected by the members present
granted a Property Term Loan of ` 27,97,64,893 to Wadhawan at such meetings.
Holdings Private Limited, a related party of your Company. In
view of the delay in flow of information to the head office, prior Response to para 4 of Annexure 1 to the Secretarial Audit Report:
approval of Audit Committee/Board of Directors could not be The Management believed that although the approval of the
sought. However, as it was observed that the said transaction Board of Directors was sought post facto but the rescheduling of
was a related party transaction and the said transaction required the 12 SRA projects was largely undertaken in compliance with

1 2 3
the provisions of Housing Finance Companies (NHB) Directions, your Company is in the process of dilution of 1% additional stake
2010 which interalia stipulated for rescheduling of any loan held in the joint venture entity DHFL Pramerica Life Insurance
account and had appropriate approval of the Chairman and Company Limited (DPLI), however, has not been able to complete
Managing Director which was also ratified by the Board at a later the same due to lack of interest of any prospective suitable
acquirer.
date. Your Company had accordingly submitted its representation
to NHB in this respect and subsequently paid the penalty of Response to para 8 of Annexure 1 to the Secretarial Audit Report:
` 65,000 for the said deficiency. While your Company has been adhering to the timelines for the
transfer of amounts of unclaimed dividends, deposits and shares
Response to para 5 of Annexure 1 to the Secretarial Audit Report: to the Investor Education and Protection Fund (IEPF) pursuant to
In the last week of January, 2019, News portal Cobrapost.com the provisions of Sections 124 and 125 of the Companies Act, 2013
made allegations against your Company’s management and its and rules framed thereunder, however, in view of administrative
promoters. Your Company had received a series of questions challenges, in a few cases while there have been inadvertent
from the portal hours before the allegations were made public. delays in transferring unclaimed amount of public deposits and/
The Audit Committee appointed an independent firm of Chartered or interest thereon to IEPF aggregating to ` 7 lakh in the financial
Accountants (Independent Chartered Accountants) to review year 2018-19, there are no instances where your Company has
the allegations and report to the Committee. The report by failed to transfer such amounts to IEPF.
Independent Chartered Accountants restricted its scope to the Response to para 9 of Annexure 1 to the Secretarial Audit Report:
allegations which in their opinion pertained to your Company, Mr. Harshil Mehta, erstwhile Joint Managing Director and CEO of
highlighted certain procedural lapses and documentation your Company was paid remuneration for the financial year 2018-
deficiencies inter alia that the end use monitoring of the funds 19 in excess of the remuneration permissible under the provisions
loaned had not been performed. Your Company, its directors and of Section 197 of the Companies Act, 2013 (“the Act”) read with
officers have submitted the required documents and explanations Schedule V to the Act. However, the said excess remuneration
to the Ministry of Corporate Affairs in this regard as and when has since been recovered from Mr. Harshil Mehta as permissible
called upon to do so including by way of letter dated February under the provisions of the Act.
8, 2019 bearing No. ROC-M/Inqs.206/DDPL/48/02/2019/56 and Pursuant to SEBI Circular CIR/CFD/CMD1/27/2019 dated February
MCA’s letter dated 5th February, 2019 bearing reference no. ROC/ 8, 2019, Ms. Prachi P. Sawant of M/s. Sawant & Associates,
Inq 206/DHFL/45/02/2019/25. Practicing Company Secretary, Mumbai undertook the Annual
Secretarial Compliance Audit and the Secretarial Compliance
Response to para 6 of Annexure 1 to the Secretarial Audit Audit Report has been duly submitted by the Company with the
Report: Pursuant to the implementation of the Indian Accounting Stock Exchanges.
Standards (“IndAS”) in preparation of financial statements and
audit respectively, for accounting periods beginning from April 1, STATUTORY AUDITORS
2018, the financial year ended on March 31, 2019 was the first M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm
full financial year pertaining to which your Company was required Registration Number 117366W/W-100018) and M/s. Chaturvedi
to submit its Audited Standalone and Consolidated Financial & Shah LLP, Chartered Accountants (Firm Registration Number
101720W/W10035) have resigned as the Joint Statutory Auditors
Results as per IndAS. In view of the requirement of submission
of the Company with effect from August 2, 2019 and August
of the IndAS compliant Audited Standalone and Consolidated
22, 2019, respectively. The Board of Directors, at their meeting
Financial Results for the first time and as it required additional
held on August 26, 2019, on the recommendation of the Audit
resources, time and effort as also full time engagement of
Committee, have appointed M/s. K. K. Mankeshwar & Co.,
accounts and finance team in various non-routine audits and due
Chartered Accountants (Firm Registration Number 106009W), as
diligence by various parties, your Company was not in a position
the Statutory Auditors of the Company, to fill the casual vacancy
to submit the Audited Standalone and Consolidated Financial created upon resignation of the Statutory Auditors, with effect
Statements for the financial year ended on March 31, 2019 within from August 26, 2019 till the conclusion of ensuing 35th Annual
the time stipulated under Regulation 33 of the SEBI (Listing General Meeting of the Company, and also from the conclusion of
Obligations and Disclosure Requirements) Regulations, 2015 i.e. the ensuing 35th Annual General Meeting of the Company till the
on or before May 30, 2019. Accordingly, on July 22, 2019, your conclusion of the 40th Annual General Meeting of the Company.
Company submitted the said Annual Audited Ind AS Financial The proposal for the said appointment as the Statutory Auditors
Statements for the financial year ended March 31, 2019 and also of the Company is included in the Notice of the ensuing Annual
paid the penalty to BSE Limited and National Stock Exchange of General Meeting for approval of the Members of the Company.
India Limited as levied by the stock exchanges owing to delay in
submission of financial results. M/s. K. K. Mankeshwar & Co. has furnished written consent and
a confirmation to the effect that they are not disqualified to be
Response to para 7 of Annexure 1 to the Secretarial Audit Report: appointed as the Statutory Auditors of the Company in terms of
In view of the extension granted by National Housing Bank (NHB), the provisions of the Companies Act, 2013 and Rules framed
49
thereunder. In terms of the Securities and Exchange Board of India of the loans including underlying securities that were a subject
(Listing Obligations and Disclosure Requirements) Regulations, matter of the allegations, from reputed valuation specialists and
2015, they have confirmed that they hold a valid certificate issued have been advised by the lawyers that agreements entered into
by the Peer Review Board of the ICAI. with the loanees are legally enforceable. Necessary adjustments
to the carrying values of the loans advanced will be made upon
Auditors Report conclusion of the above actions. This also addresses the point
The Report of the Joint Statutory Auditors to the members for the No. (g) of the audit qualification w.r.t. Internal Financial Control
financial year under review contains disclaimer of opinion and (IFC).
the response of the Board to the Basis for Disclaimer of Opinion
contained in the Joint Statutory Auditors’ Report (hereinafter Response to Point No. 3 of the Basis for Disclaimer of Opinion:
referred to as “the Basis for Disclaimer of Opinion”) are as follows:- Due to the current business environment, your Company no longer
holds the project loans, SRA loans and wholesale mortgage loan
Response to point No. 1 of the Basis for Disclaimer of Opinion: portfolio for the purposes of solely collecting the principal and
The unsecured Inter Corporate Deposits (lCDs) aggregating interest. Your Company envisages to monetise the wholesale loan
` 5,65,269 lakh were outstanding as at March 31, 2019 and portfolio. Consequently, the said loans aggregating ` 34,88,160
includes ICDs (net) of ` 4,82,014 lakh granted during the year. Of lakh including ` 16,48,717 lakh related to note 53 of the Notes to
these, ICDs aggregating ` 40,870 lakh have since been repaid Standalone Financial Statements have been reclassified as Fair
while ICDs aggregating ` 3,93,699 lakh are expected to be repaid Value Through Profit or Loss (FVTPL) as at March 31, 2019 due
shortly. Balance ICDs aggregating to ` 1,30,700 lakh are being to the change in business model. As required under Ind AS 109,
converted into secured term loans. There are documentation these assets have been fair valued as at March 31, 2019 based
deficiencies with respect to grant / rollover of ICDs which are on internal valuations which involve management’s judgment and
being rectified. The ICDs have been advanced towards regular assumptions at ` 31,62,815 lakh and the resultant fair value loss
business activities and were either extended as a temporary aggregating ` 3,25,345 lakh (gross of reversal of provision) has
loan pending full valuation of project funding or short term been charged to the Statement of Profit and Loss.
corporate requirements. Pending conclusion of these actions,
your Company believes that no adjustments are required to the Further, in respect of deficiencies of documentation with respect
carrying value of the ICDs. This also addresses the point (c) of the to points 3(a) and 3(b) of the Basis for Disclaimer of Opinion: In
audit qualification w.r.t. Internal Financial Control (IFC). respect of certain Project / Mortgage Loans, the Management is
actively engaged with the loanees to remediate certain lacunae
Response to Point No. 2 of the Basis for Disclaimer of Opinion: in loan documentation and expects to complete this exercise by
In the last week of January, 2019, news portal Cobrapost.com September 2019. Your Company believes that deficiencies in
made allegations against your Company’s management and its documentation will not affect the enforceability of the underlying
promoters. Your Company had received a series of questions security. Your Company is confident that the loans extended are
from the portal shortly before the allegations were made public. secured and recoverable basis the cash flows arising from such
The Audit Committee appointed an independent firm of Chartered project/mortgage loans.
Accountants (Independent Chartered Accountants) to review
the allegations and report to the Committee. The report by In relation point 3(a) of the Basis for Disclaimer of Opinion: During
Independent Chartered Accountants restricted its scope to the the financial year under review, the housing finance sector has
allegations which in their opinion pertained to your Company, been under duress which has been compounded by the liquidity
highlighted certain procedural lapses and documentation crunch in the real estate sector. Consequent to this, there have
deficiencies inter alia the fact that the end use monitoring of the been instances where cheques received from the borrowers
funds loaned had not been performed despite a specific mandate particularly from project and mortgage loan customers, were
by the Finance Committee as part of the loan sanction conditions. accounted for as receipts, but were not banked at the instance of
The Statutory Auditors post their review of the Independent the borrower. As at the year end, the collections recorded in this
Chartered Accountants report, provided their observations manner aggregating ` 1,87,526 lakh have been remediated at the
and suggestions on the scope, coverage and findings by the year-end and the corresponding loans have been dealt with in a
Independent Chartered Accountants in the report as well as manner as stated in note 55 of the notes to accounts.
additional areas that needed to be covered. Your Company is in
the process of determining the action to address the comments of Response to Point No. 4 of the Basis for Disclaimer of Opinion:
the Statutory Auditors. As stated in the Action Taken Report tabled Your Company has received a letter dated July 3, 2019, from the
before the Audit Committee on March 29, 2019, your Company National Housing Bank containing observations emanating from
has sought written explanations from the loanees for loans where the inspection carried out by NHB for the year ended March 31,
end use monitoring was not effected. Your Company is yet to 2018 as per the provisions of the National Housing Bank Act, 1987.
receive responses from the loanees after which a decision on There are observations in the letter inter-alia, being impact on the
remedial measures including recalling the monies advanced will Capital Adequacy Ratio of the Company as at March 31, 2018
be made. Your Company is undertaking fresh valuation in respect reduced to 10.24%. NHB has directed the Company to provide

1 2 3
a specific response to all the observations within a period of 21 Response to point No. 9 of the Basis for Disclaimer of Opinion:
days. Your Company does not concur with the observation of the Your Company would like to state that your Company is undergoing
NHB and has provided an appropriate response. As mentioned substantial financial stress since second half of the current
in the note 55 of the Standalone Ind AS Financial Statements, on financial year. Your Company has suffered consistent downgrades
account of classification of project loans, SRA loans and wholesale in its credit ratings since February 2019. On June 5, 2019, the
mortgage loans as Fair Value through Profit or Loss (FVTPL) due to credit rating was reduced to ‘default grade’ despite there being
the change in business model as at March 31, 2019, has resulted no default till that date. Your Company’s ability to raise funds has
in a charge of fair value loss aggregating to ` 3,25,345 lakh to been substantially impaired and the business has been brought
the statement of Profit and Loss. In view of these results being to a standstill with there being minimal/virtually no disbursements.
prepared using Indian Accounting Standards (Ind AS) while the These developments may raise a significant doubt on the ability
NHB observations relate to numbers compiled on the basis of of your Company to continue as a going concern.
regulatory guidelines, the Management believes that the aforesaid
observations may not have any implications on the same. Your Company is taking active steps to monetize its assets and is in
discussions with multiple Indian banks and international financial
Response to Point No. 5 of the Basis for Disclaimer of Opinion: institutions to sell off its retail as well as wholesale portfolio. It is in
Your Company had commenced implementation of Expected discussions with the consortium of bankers / lenders to restructure
Credit Loss (ECL) model as part of its Ind AS transition. During its borrowings and will take all the necessary steps to ensure that
the course of the audit, deficiencies have been identified in it meets its financial commitments. There have been discussions
the historical data used for the purpose of determination of the for stake sale by the promoters to a strategic partner with further
ECL provision. Your Company is in the process of remediating equity infusion. The Company on July 1, 2019 had a meeting with
the same, though does not consider the resultant impact to be the consortium of bankers wherein the bankers agreed to enter
material.
into an Inter-creditor Agreement (ICA) for a potential restructuring
Additionally, your Company has also taken external bureau of Company’s liabilities. In view thereof, the requirement in
supportive information (i.e. CIBIL score range band - Probability respect of creation of debenture redemption reserve and the
of default (PD) analysis) of our portfolio in comparison to Industry corresponding deposit in liquid assets shall be assessed upon
standards, which indicates that the PD of the Company’s Portfolio conclusion of the restructuring plan. The Company has submitted
is better than the Industry standards. Further, based on the a draft resolution plan to the lenders and the lenders are expected
Company’s borrower profile and CIBIL score, the Company is to give an in principle approval to the plan. The ability of your
convinced of its assumptions supporting ECL calculation. Company to continue as a going concern is predicated upon its
ability to monetize its assets, secure funding from the bankers and
Response to point No. 6 of the Basis for Disclaimer of Opinion: investors, restructure its liabilities and recommence its operations.
Your Company has recognized net deferred tax asset of ` 44,281 In view of all the actions that are currently underway, the Financial
lakh as at March 31, 2019. Considering the factors described Statements to Financial Year ended to 2019 have been prepared
in Note 54 of the Standalone Ind AS Financial Statements, the on the basis that your Company is a going concern.
Company is of the view that no adjustment is required to be made
to the carrying value of the deferred tax asset. Response to the Report on Other Legal and Regulatory
Requirements under the Basis for Disclaimer of Opinion has
Response to point No. 7 of the Basis for Disclaimer of Opinion: been covered in the aforesaid responses. Further, in response
Your Company has incurred expenditure aggregating to ` 10,401 to para j(iii) in the said Report, while your Company has been
lakh for development of customised software for its operations and adhering to the timelines for the transfer of amounts of unclaimed
recording of transactions which has been carried as intangible
dividends, deposits and shares to the Investor Education and
asset under development as at March 31, 2019. Considering the
Protection Fund (IEPF) pursuant to the provisions of Sections
factors described in Note 54 of the Standalone Ind AS Financial
124 and 125 of the Companies Act, 2013 and rules framed
Statements, the Company is of the view that no adjustment is
thereunder, however, in view of administrative challenges,
required to be made to the carrying value of the intangible asset
in a few cases while there have been inadvertent delays in
under development pursuant to the requirement of Ind AS 36 on
transferring unclaimed amount of public deposits and/or interest
Impairment of Assets.
thereon to IEPF aggregating to ` 7 lakh in the financial year
Response to point No. 8 of the Basis for Disclaimer of Opinion: 2018-19, there are no instances where your Company has failed
Your Company, as described in Note 54 of the Standalone Ind AS to transfer such amounts to IEPF.
Financial Statements, is of the view that, since in the first fortnight
of July 2019, the consortium of bankers have agreed to enter into DIRECTORS’ RESPONSIBILITY STATEMENT
an Inter-creditor Agreement (ICA) for a potential restructuring of Your Directors would like to inform that the audited (standalone)
the Company’s liabilities, the Company is confident that other financial statements for the financial year ended March 31, 2019
lenders who may or may not have restrictive or compliance are in conformity with the requirements of the Companies Act, 2013
related covenants shall also be part of the proposed restructuring, and they believe that the financial statements reflect fairly the form
Hence, no adjustment is made on this account. and substance of transactions carried out during the year and
51
reasonably present the Company’s financial condition and results Requirements) Regulations, 2015 forms part of this Board’s report
of operations. These financial statements have been audited by as “Annexure - 8”. The said certificate for the financial year 2018-
M/s. Chaturvedi & Shah LLP, Chartered Accountants (Firm 19 does not contain any qualification reservation or adverse
Registration Number 101720W/W10035) and M/s. Deloitte Haskins remark.
& Sells LLP, Chartered Accountants (Firm Registration Number
117366W/W-100018), the Joint Statutory Auditors of the Company. BUSINESS RESPONSIBILITY REPORT
Pursuant to Regulation 34(2) of the Securities and Exchange
Pursuant to the provisions of Section 134(5) of the Companies Act,
2013, it is hereby confirmed that: Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, a separate section titled
(a) in the preparation of the annual accounts for the financial Business Responsibility Report (BRR) forms part of this Annual
year ended March 31, 2019, the applicable Accounting Report which describes the Company’s performance and
Standards had been followed along with proper explanation activities from environmental, social and governance perspective.
relating to material departures; The BRR is also available on the website of the Company at the
(b) the directors had selected such Accounting Policies and URL: https://www.dhfl.com/docs/default-source/investors/annual-
applied them consistently and made judgments and reports/2018-2019/business-responsibility-report-fy-2018-19.pdf
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as EXTRACT OF ANNUAL RETURN
at March 31, 2019 and of the profit of the Company for that Pursuant to Section 134(3)(a) and Section 92(3) of the Companies
period; Act, 2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the extract of the Annual Return as
(c) the directors had taken proper and sufficient care for
at March 31, 2019, in the prescribed form MGT 9, forms part of
the maintenance of adequate accounting records in
this Board’s report as “Annexure - 9”. Further, the Annual Return
accordance with the provisions of the Companies Act,
of your Company in the prescribed Form MGT 7 is available
2013 for safeguarding the assets of the Company and for
on the website of the Company at the URL: https://www.dhfl.com/
preventing and detecting fraud and other irregularities;
docs/default-source/investors/annual-reports/2018-2019/dhfl-
(d) the directors had prepared the annual financial statements annual-return-fy-2018-19.pdf
on a going concern basis;
ACKNOWLEDGMENTS
(e) the directors had laid down internal financial controls to be Your Directors wish to place on record their gratitude for the
followed by the Company and that such internal financial continued support of various authorities including the National
controls are adequate and were operating effectively; and Housing Bank, Securities and Exchange Board of India,
Insurance Regulatory and Development Authority of India,
(f) the directors had devised proper systems to ensure Ministry of Corporate Affairs, Registrar of Companies, Financial
compliance with the provisions of all applicable laws and Intelligence Unit (India); and also for support and faith reposed
that such systems were adequate and operating effectively. in the Company by the Customers, Bankers and other Lenders,
Members, Debenture holders, Trustees, Depositors and others.
REPORT ON CORPORATE GOVERNANCE & The Board also places on record its deep appreciation for the
MANAGEMENT DISCUSSION AND ANALYSIS significant contributions made by its employees at all levels and
Pursuant to Securities and Exchange Board of India (Listing for the dedication, commitment and hard work of the employees.
Obligations and Disclosure Requirements) Regulations, 2015, a The Directors would also like to thank the BSE Limited, the National
separate section titled ‘Report on Corporate Governance’ forms Stock Exchange of India Limited, National Securities Depository
part of this Annual Report which also includes certain disclosures Limited and Central Depository Services (India) Limited for their
that are required, as per the Companies Act, 2013. continued co-operation.
Pursuant to the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015
For and on behalf of the Board
and Housing Finance Companies – Corporate Governance
(National Housing Bank) Directions, 2016, a separate section
titled ‘Management Discussion and Analysis’ forms part of this
Annual Report. Kapil Wadhawan
Chairman & Managing Director
The certificate by Ms. Prachi P. Sawant of M/s. Sawant & Associates, (DIN-00028528)
Practicing Company Secretary, confirming compliance with the
conditions of Corporate Governance as stipulated in Securities Place: Mumbai
and Exchange Board of India (Listing Obligations and Disclosure Date: August 26, 2019

1 2 3
Annexure - 1
to the Board’s Report
DIVIDEND DISTRIBUTION POLICY

I. Preamble re-enactments thereof], Rules / guidelines / notifications /
Pursuant to the provisions of Regulation 43A of Securities circulars issued by National Housing Bank and any other
and Exchange Board of India (Listing Obligations and regulation, rules, acts, guidelines as may be applicable to
Disclosure Requirements) Regulations, 2015, as amended the distribution of dividend.
by Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) (Second c. “Board” or “Board of Directors” shall mean Board of
Amendment) Regulations, 2016, [“Listing Regulations”] Directors of the Company, as constituted from time to time.
vide circular no. SEBI/LAD-NRO/GN/2016-17/008 dated
July 8, 2016, the Board of Directors of your Company at d. “Company” shall mean Dewan Housing Finance Corporation
its meeting held on October 17, 2016, have approved and Limited.
adopted the Dividend Distribution Policy [“Policy”] of your
Company. e. “Dividend” includes any interim dividend; which is in
conformity with Section 2(35) of the Companies Act, 2013
Regulation 43A of the Listing Regulations makes it mandatory read with Companies (Declaration and Payment of Dividend)
for the top five hundred listed entities based on their market Rules, 2014.
capitalization calculated as on March 31 of every financial
year to formulate Dividend Distribution Policy. f. “Financial Year” shall mean the period starting from 1st day
of April and ending on the 31st day of March every year.
Your Company being one of the top five hundred listed
companies as per the market capitalization as on the last day g. “Free Reserves” shall mean the free reserves as defined
of the immediately preceding financial year, i.e. March 31, under Section 2 (43) of the Act.
2016, frames this Policy to comply with the requirements of
the SEBI (Listing Obligations and Disclosure Requirements) IV.
Parameters Governing the Distribution of
Regulations, 2015. Dividend
1. Factors for recommendation/declaration of Dividend.
II. Objective
a. Internal Factors (Financial Parameters)
This Policy aims to ensure that your Company makes
The Board shall consider the below mentioned financial
rationale decision with regard to the amount to be distributed
to the equity and preference shareholders as dividend after parameters for the purpose of recommendation/
retaining sufficient funds for your Company’s growth, to meet declaration of dividend:
its long-term objective and other purposes.
i. Current year’s net operating profit
This Policy lays down various parameters which shall be
considered by the Board of Directors of your Company ii. Capital expenditure and working capital
before recommendation/ declaration of Dividend to its requirements
shareholders.
iii. Financial commitments w.r.t. the outstanding
III. Definitions borrowings and interest thereon.
a. “Act” means the Companies Act, 2013 and rules made
thereunder [including any amendments or re-enactments iv. Financial requirement for business expansion
thereof]. and/or diversification, acquisition. etc. of new
businesses.
b. “Applicable laws” shall mean to include Companies Act
2013 and rules made thereunder, [including any amendments v. Provisioning for financial implications arising out
or re-enactments thereof], Securities and Exchange Board of unforeseen events and/or contingencies.
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, [including any amendments or vi. Past dividend trend
53
b. External Factors The Board shall consider the financial results of your
The Board shall also consider the below mentioned Company for the period for which Interim Dividend is to be
external factors at the time of taking a decision w.r.t declared and shall be satisfied that the financial position of
recommendation/declaration of dividend: the Company justifies and supports the declaration of such
Dividend.
i. Applicable laws and Regulations including
taxation laws. The financial results shall take into account the following-
ii. Economic conditions a) Depreciation for the full year;
iii. Prevalent market practices b) Tax on profits of the Company including deferred tax
for full year;
2. Circumstances under which the shareholders of the
Company may or may not expect dividend. c) Other anticipated losses for the Financial Year;
The decision to recommend/declare the dividend by the
Board of Directors shall primarily depend on the factors d) Dividend that would be required to be paid at the fixed
listed out at point no. 1 above. However, the shareholders rate on preference shares;
of the Company may not expect dividend in the below
mentioned circumstances: e) The Losses incurred, if any, during the current financial
year up to the end of the quarter, immediately preceding
i. In the event of a growth opportunity where the Company the date of declaration of Interim Dividend;
may be required to allocate a significant amount of
capital. In case, where your Company has incurred losses
during the current Financial Year up to the end of the
ii. In the event of higher working capital requirement for quarter immediately preceding the date of declaration
business operations or otherwise. of Interim Dividend, such Dividend shall not be declared
at a rate higher than average Dividend declared during
iii. In the event of inadequacy of cashflow available for the immediately preceding three financial years.
distribution.
5. Other factors to be considered with regard to various
iv. In the event of inadequacy or absence of profits. classes of shares.
Pursuant to the approval of the Board of Directors at its
v. Under any other circumstances as may be specified meetings held on January 16, 2017, and the shareholders
by the Companies Act, 2013 or any other applicable of the Company through postal ballot resolution dated
regulatory provisions or as may be specified under any February 22, 2017, your Company reclassified its authorized
contractual obligation entered into with the lenders share capital. At present, the Authorised share capital of the
Company comprises of Equity and Preference shares.
3. Manner of utilisation of Retained Earnings.
The Board of Directors of the Company may recommend/ Presently, the issued share capital of your Company
declare dividend out of the profits of your Company or out comprises of only one class of equity shares of ` 10 each
of the profits for any previous year or years or out of Free which rank pari passu with respect to all their rights. In
Reserves available for distribution of dividend, as per the the event your Company issues preference shares, Equity
regulatory provisions after consideration of the factors as dividend shall stand second in priority after payment of
stated at point No. 1 above. Your Company shall ensure dividend to the Preference Shareholders.
compliance with the requirements in this respect as laid
down under the provisions of Section 123 of the Act and In the event of your Company issuing any other class(es) of
other Applicable laws. shares, it shall consider and specify the other parameters to
be adopted w.r.t. such class(es) of shares.
4. Manner of Declaration and Payment of Interim Dividend.
The Board of Directors of the Company may declare Interim V. General
Dividend during any financial year or at any time during the i. Pursuant to the provisions of Section 123 of the Act,
period from closure of financial year till the holding of the Articles of Association of the Company and this Policy,
Annual General Meeting. the Board of Directors shall recommend the final

1 2 3
dividend, which shall be declared by the Shareholders particular the disclosures required to be made in the annual
of the Company at the Annual General Meeting. The report and on the website (www.dhfl.com) of the Company.
Board may also, from time to time, declare interim
dividend which shall be subject to confirmation by the In case, your Company proposes to declare dividend on the
Shareholders at the Annual General Meeting. basis of the parameters in addition to those as specified in
this Policy and/or proposes to change any of the parameters,
ii. Your Company shall ensure compliance with the your Company shall disclose such changes alongwith the
Applicable laws w.r.t. payment of dividend to the rationale in the annual report and on its website.
shareholders. It shall ensure that the amount of the
dividend, including interim dividend, is deposited by
VII. Review
your Company in a Scheduled bank in a separate
The Board of Directors shall have the right to modify, amend
account within five days from the date of declaration of
or change any or all clauses of this Policy in accordance with
such dividend.
the provisions of the Applicable laws/ Acts /Regulations or
otherwise.
iii. Due regard shall be given to the restrictions/covenants
contained in any agreement entered into with the
lenders of your Company or any other financial In case of any amendment(s), clarification(s), circular(s) etc.
covenant as may be specified under any other issued under any Applicable laws/ Regulations, which is not
arrangement/ agreement, if any, before recommending consistent with any of the provisions of this Policy, then such
or distributing dividend to the shareholders. amendment(s), clarification(s), circular(s) etc. shall prevail
upon the provisions hereunder and this Policy shall be
VI. Disclosures deemed to be amended accordingly from the effective date

Your Company shall make appropriate disclosures in as laid down under such amendment(s), clarification(s),
compliance with the provisions of the Listing Regulations, in circular(s) etc.
55
Annexure - 2
FORM AOC- 1
(Pursuant to first proviso to sub Section (3) of Section 129 of the Companies Act, 2013
read with Rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures
Part A: Subsidiaries
Sl. No. Particulars Details
1 Name of the subsidiaries DHFL Advisory & DHFL Investments DHFL Holdings Limited DHFL Changing Lives
Investments Private Limited Limited Foundation
2 The date since when subsidiary DHFL Advisory & DHFL Investments DHFL Holdings Limited DHFL Changing
was acquired Investments Private Limited was not was not acquired. It Lives Foundation was
Limited was not acquired. acquired. It was was incorporated by the not acquired. It was
It was incorporated by the incorporated by the Company on incorporated by the
Company on Company on September 28, 2018 Company on
February 12, 2016 February 13, 2017 December 1, 2017
3 Reporting period for the Not Applicable Not Applicable Not Applicable Not Applicable
subsidiary concerned, if
different from the holding
company’s reporting period
4 Reporting currency and Not Applicable Not Applicable Not Applicable Not Applicable
Exchange rate as on the last
date of the relevant Financial
year in the case of foreign
subsidiaries
5 Share Capital
- Number 7,50,10,000 10,12,50,000 10,000 -
- Amount (` in Lakh ) 7,501 10,125 1 -
6 Reserves & Surplus (` in Lakh ) (29,633) 1,89,937 (0.48) (27.49)
7 Total Assets (` in Lakh ) 7,128 2,00,078 1 733
8 Total Liabilities (` in Lakh ) 29,290 16 0.47 14
9 Investments (` in Lakh ) 7,123 2,00,052 - -
10 Turnover (` in Lakh ) 3 - - -
11 Profit before taxation (` in Lakh) (25,305) (5) (0.48) (25.83)
12 Provision for taxation (` in Lakh) - - - -
13 Profit after taxation (` in Lakh ) (25,305) (5) (0.48) (25.83)
14 Proposed Dividend - - - -
15 Extent of shareholding (in 100% 100% 100% 100%
percentage)
Notes:
1 Names of subsidiaries which are yet to commence operations - DHFL Holdings Limited
2 Names of subsidiaries which have been liquidated or sold during the year – NIL
3 The Company holds 100% of equity share capital of DHFL Investments Limited (DIL), however, based on the agreement dated March 31, 2017, the
Company does not exercise control over DIL and hence is not considered as a subsidiary company for the purpose of preparation of these financial
statements.
4 In September, 2018, the Company incorporated a wholly-owned subsidiary viz., DHFL Holdings Limited as a holding and investment company.
5 The Company incorporated a wholly-owned subsidiary on December 1, 2017 viz., DHFL Changing Lives Foundation, a Section 8 Company, to take
forward the Company’s CSR vision and implement its social programmes.

1 2 3
Part B: Associates and Joint Ventures

Statement pursuant to Section 129(3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures
Sl Name of Associates/ Avanse Aadhar DHFL DHFL DHFL DHFL

No. Joint Ventures Financial Housing Ventures Pramerica Pramerica Pramerica
Services Finance Trustee Life Insurance Asset Trustee
Limited (9) Limited Company Company Managers Private
(formerly Private Limited (3) Private Limited (11)
known as Limited (1)
Limited (5) (10)
DHFL Vysya
Housing
Finance
Limited) (8)
1 Latest audited Balance 31-03-2019 31-03-2019 31-03-2019 31-03-2019 31-03-2019 31-03-2019
Sheet Date
2 Date on which Associate 23-09-2012 02-07-2003 23-02-2006 (1) 18-12-2013 (3) 11-08-2015 11-08-2015
or joint venture was
associated or acquired
3 Shares of Associate or
Joint Ventures held by the
company on the year end
- Number of Equity Shares 1,92,50,719 23,01,090 22,500 18,70,30,931 5,42,46,918 (5) 50,000
-A
mount of Investment 12,724 1,805 2 (2) 3,107 (3) 33,770 (10) 5
in Associates or Joint
Venture (` in lakh)
- Extent of Holding (%) 30.63% (9) 9.15% (8) 45%(2) 50% (4) 50% (10) 50% (11)
4 Description of how there is Shareholding Influence Shareholding Influence Shareholding Shareholding
significant influence exceeding in decision exceeding based on exceeding exceeding
20% of paid up making 20% of paid Joint Venture 20% of paid up 20% of paid up
share capital up share Agreement share capital share capital
capital through together with
Wholly Owned Wholly Owned
Subsidiary Subsidiary i.e
i.e DHFL DHFL Advisory
Investments & Investments
Limited Private Limited
5 Reason why the associate Refer Note 6 Refer Note 6 Refer Note 7 Refer Note 7 Refer Note 6 Refer Note 6
or joint venture is not
consolidated
6 Networth attributable to 17,698 7,868 4 49,495 6,664 25.58
Shareholding as per latest
audited Balance Sheet
(` in Lakh)
7 Profit / (Loss) for the year 2,727 16,224 2 6,706 (1,075) 37
(` in lakh)
i. Considered in 835 1,487 - - (538) 18
Consolidation (` in lakh)
ii. Not Considered in 1,892 14,737 2 6,706 (537) 19
Consolidation (` in lakh)
57
Notes:
(1) DHFL Ventures Trustee Company Private Limited became Associate Company of the Company on February 23, 2006 due to acquisition of shares.
Further, on March 1, 2017 the said shares were sold by the Company to its wholly owned subsidiary company i.e. DHFL Investments Limited (“DIL”).
(2) During the Financial Year 2016-17, the Company sold its investments held in DHFL Ventures Trustee Company Private Ltd to its wholly owned
subsidiary company i.e DHFL Investments Limited (“DIL”). Therefore DHFL Ventures Trustee Company Private Limited is an Associate Company
through DIL.
(3) DHFL Pramerica Life Insurance Company Limited (“DPLICL”) became Joint Venture of the Company on December 18, 2013 due to acquisition
of shares. Further, on March 31, 2017 the said shares were sold by the Company to its wholly owned subsidiary company i.e. DHFL Investments
Limited (“DIL”). DHFL Pramerica Life Insurance Company Limited is joint venture of the Company through DIL. As on March 31, 2019, the DPLICL
continues to be a joint venture of the Company by way of its indirect holding DIL.
(4) The wholly owned subsidiary of the Company i.e. DHFL Investments Limited holds 50% shareholding of DHFL Pramerica Life Insurance Company
Limited.
(5) Out of the total shareholding in DHFL Pramerica Asset Managers Private Limited, 17.12% is held by the Company directly and remaining 32.88% is
held by the Company through its Wholly owned subsidiary DHFL Advisory & Investments Private Limited.
(6) Accounts have been consolidated therefore reporting under this clause i.e. clause 5 is “Not Applicable”.
(7) Refer point number 3 of Part A above and note number 2.2 of notes to the consolidated financial statements for the financial year ended March 31,
2019.
(8) On June 10, 2019, the Company sold its entire stake of 23,01,090 (9.15%) equity shares in Aadhar Housing Finance Limited (“Aadhar Housing”) to
BCP Topco VII Pte. Ltd, which is controlled by private equity funds managed by Blackstone. Consequently, Aadhar Housing has ceased to be an
associate company of the Company.
(9) On July 30, 2019, the Company sold its entire stake of 1,92,50,719 (30.63%) equity shares in Avanse Financial Services Limited (“Avanse”) to Olive
Vine Investment Ltd., an affiliate of Warburg Pincus Group. Consequently, Avanse has ceased to be an associate company of the Company.
(10) On July 31, 2019, the Company has divested its stake of 5,42,46,918 equity shares in DHFL Pramerica Asset Managers Private Limited (“DPAMPL”)
(17.12% stake held directly and 32.88% stake held through the Company’s wholly-owned subsidiary, DHFL Advisory & Investments Private Limited)
to PGLH of Delaware Inc. Consequently, DPAMPL has ceased to be an joint venture company of the Company.
(11) On July 31, 2019, the Company has divested its stake of 50,000 (50.00%) equity shares in DHFL Pramerica Trustees Private Limited (“DPTPL”) to
PGLH of Delaware Inc. Consequently, DPTPL has ceased to be an joint venture company of the Company.
For Chaturvedi & Shah LLP Kapil Wadhawan Dheeraj Wadhawan Sunjoy Joshi
Chartered Accountants Chairman & Managing Director (DIN – 00096026) (DIN – 00449318)
ICAI FRN : 101720W/W-100355 (DIN – 00028528)
Jignesh Mehta Alok Kumar Misra Dr. Deepali Pant Joshi Srinath Sridharan
Partner (DIN – 00163959) (DIN – 07139051) (DIN – 03359570)
ICAI MIN: 102749
Place: Mumbai
Date : August 6, 2019

1 2 3
Annexure - 3
The statement of disclosure of Remuneration under sub-section 12 of Section 197 of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
Sr. Requirements Disclosure
No.
I The ratio of the remuneration of each director to the median Executive Directors
remuneration of the employees for the financial year 2018-19. Mr. Kapil Wadhawan - Chairman & Managing Director : 51.99x
Mr. Harshil Mehta 1 - Joint Managing Director & CEO: 121.05x
Non-Executive Directors
Mr. Dheeraj Wadhawan : 0.89x
Mr. G. P. Kohli 2 : 2.20x
Mr. Vijay Kumar Chopra 2 : 1.34x
Mr. Mannil Venugopalan 2 : 1.29x
Ms. Vijaya Sampath 2 : 0.42x
Mr. Srinath Sridharan 3 : 0.13x
Mr. Alok Kumar Misra 3 : Nil
Mr. Sunjoy Joshi 3 : Nil
II The percentage increase in remuneration of each Director, Executive Directors
Chief Financial Officer, Chief Executive Officer and Company Mr. Kapil Wadhawan - Chairman & Managing Director : -19.48%
Secretary in the financial year. Mr. Harshil Mehta 1 - Joint Managing Director & CEO : 89.46%
Non-Executive Directors
Mr. Dheeraj Wadhawan : -66.13%
Mr. Guru Prasad Kohli 2 : -36.70%
Mr. Vijay Kumar Chopra 2 : -50.77%
Mr. Mannil Venugopalan 2 : -43.72%
Mrs. Vijaya Sampath 2 : -79.45%
Key Managerial Personnel other than Directors
Mr. Santosh Sharma 5 : 96.01%
Ms. Niti Arya 5 : 312.32%
III The percentage increase in the median remuneration of 12.25%
employees in the financial year.
IV The number of permanent employees on the rolls of the Company. 3,320
V Average percentile increase already made in the salaries of The average percentage increase made in the salaries of employees
employees other than the managerial personnel in the last other than the Key Managerial Personnel was 10.20% while the
financial year and its comparison with the percentile increase in average percentile increase in the salaries of Key Managerial
the managerial remuneration and justification thereof and point Personnel was 64.30%.
out if there are any exceptional circumstances for increase in the The increase in the remuneration is in line with the Company’s
managerial remuneration. Performance appraisal policy.
VI Affirmation that the remuneration is as per the Remuneration It is hereby affirmed that the remuneration is as per the Nomination
Policy of the Company. (including Board’s Diversity), Remuneration and Evaluation Policy of
the Company.
Notes:
1. Mr. Harshil Mehta resigned from the position of Joint Managing Director & CEO w.e.f. February 13, 2019.
2. Ms. Vijaya Sampath, Mr. V. K. Chopra, Mr. G. P. Kohli and Mr. M. Venugopalan, resigned from the position of Independent Directors of the Company
w.e.f. February 12, 2019, March 11, 2019, March 29, 2019 and March, 30, 2019, respectively.
3. Mr. Sunjoy Joshi and Mr. Alok Kumar Misra were appointed with effect from March 26, 2019 as Additional Directors, in the category of Non-Executive,
Independent Directors of the Company. Further, Mr. Srinath Sridharan was appointed with effect from March 26, 2019 as Additional Director, in the category of
Non-Executive Director of the Company.
4. For the Financial Year 2018-19, no commission is payable/paid to the Non-Executive Directors.
5. Mr. Santosh Sharma, the erstwhile Chief Financial Officer and Ms. Niti Arya, the erstwhile Company Secretary resigned from their respective positions w.e.f. the
close of working hours of March 15, 2019.
Kapil Wadhawan
Place: Mumbai Chairman & Managing Director
Date: August 26, 2019 DIN: 00028528
59
Annexure - 4
Disclosures in the Board’s Report pursuant to the provisions of Securities and Exchange
Board of India (Share Based Employee Benefits) Regulations, 2014, as amended
A. Relevant Disclosures in terms of the ‘Guidance Note on accounting for employee share-based payments’ issued by Institute of
Chartered Accountants of India (ICAI) has been made in notes to accounts of the financial statements for the Financial Year 2018-19.
B. Diluted EPS on issue of shares pursuant to the various Schemes/Plan:
Diluted earnings per share pursuant to the issue of share Diluted earnings per share of the Company calculated after
on exercise of options calculated in accordance with considering the effect of potential equity shares arising on
Ind AS - 33, “Earnings Per Share” account of exercise of options/ESARs is ` -33.02
A. The details of employee stock options as on March 31, 2019 under the DHFL Employee Stock
Option Scheme 2008, DHFL Employee Stock Option Scheme 2009 (Plan II) and DHFL Employee
Stock Option Scheme 2009 (Plan III) are given below:
Sl. No. Particulars ESOP Scheme 2008 (*) ESOP Scheme 2009 (PLAN II) (@) ESOP Scheme 2009 (PLAN III) (#)
1 Date of July 23, 2007 July 23, 2007 July 23, 2007
Shareholder’s
approval
2 Total Number Remuneration and Compensation Remuneration and Compensation Remuneration and Compensation
of Options Committee at its meeting held on Committee at its meeting held on Committee at its meeting held on
approved May 30, 2008 approved a grant of November 25, 2009 approved a October 22, 2010 approved a
14,22,590 options (pre-bonus) to the grant of 12,75,000 options (pre- grant of 12,34,670 options (pre-
eligible employees of the Company. bonus) to the eligible employees bonus) to the eligible employees
of the Company. of the Company.
3 Vesting Options granted under ESOP Scheme Options granted under ESOP Options Granted under ESOP
requirement Scheme 2009 (Plan II) vested
2008 vested in not less than one year Scheme 2009 (Plan III) vested
in not less than one year and not
and not more than five years from the in not less than 18 months and
more than four years from the
date of grant of such Options in the not more than four years from the
ratio of 20:20:20:40. date of grant of such Options in date of grant of such Options in
Vesting of Options was a function the ratio 30:30:40. the ratio 30:30:40.
of continued employment with the Vesting of Options was a function Vesting of Options was a function
Company. of continued employment with of continued employment with
the Company. the Company.
4 Exercise Price The exercise price was decided by the The exercise price was decided The exercise price was decided
or Pricing Nomination & Remuneration Committee by Nomination & Remuneration by Nomination & Remuneration
Formula (earlier known as Remuneration and Committee (earlier known as Committee (earlier known as
Compensation Committee) to be the Remuneration and Compensation Remuneration and Compensation
closing market price of the equity Committee) as ` 141/- per option. Committee) as ` 141/- per option.
shares preceding the date of grant of Consequent to the Bonus issue, Consequent to the Bonus
options on the Stock Exchange having the exercise price was ` 70.50 issue, the exercise price was
higher trading volume on which the per option. ` 70.50 per option.
shares of the Company are listed.
The grant price was re-priced as on
March 31, 2009 with the approval of
the Members of the Company and the
exercise price was ` 53.65 per option.
Consequent to the Bonus issue, the
exercise price was ` 26.83 per option.

1 2 3
Sl. No. Particulars ESOP Scheme 2008 (*) ESOP Scheme 2009 (PLAN II) (@) ESOP Scheme 2009 (PLAN III) (#)
5 Maximum Expire at the end of five years from Expire at the end of three years Expire at the end of three years
term of the date of vesting from the date of vesting from the date of vesting
Options
granted
6 Source of Primary issuance Primary issuance Primary issuance
shares
7 Variation No variations, except as mentioned at N.A. N.A.
in terms of point 4 above
ESOP
8 Method used Fair value Method Fair value Method Fair value Method
to account for
ESOP
The movement of options during the year are as follows:

Sl. ESOP Scheme ESOP Scheme ESOP Scheme
No. Particulars 2008 (*) 2009 (PLAN 2009 (PLAN
II) (@) III) (#)
1 Number of options outstanding at the beginning of the year 30,380 N.A. N.A.
2 Number of options granted during the year - N.A. N.A.
3 Number of options issued due to Bonus during the year - N.A. N.A.
4 Number of options forfeited / lapsed during the year 14,940 N.A. N.A.
5 Number of options Vested during the year - N.A. N.A.
6 Number of options Exercised during the year 15,440 N.A. N.A.
7 Number of shares arising as a result of exercise of options 15,440 N.A. N.A.
8 Money realized by exercise of options (` in Lakh) 4.14 N.A. N.A.
9 Loan Repaid to Trust NA N.A. N.A.
10 Number of options outstanding at the end of the year Nil N.A. N.A.
11 Number of options exercisable at the end of the year Nil N.A. N.A.
(*) DHFL Employee Stock Option Scheme 2008 became effective from June 1, 2008 and as per the terms of the Scheme it has become inoperative with
effect from June 1, 2018.
(@) DHFL Employee Stock Option Scheme 2009- Plan – II became effective from November 25, 2009 and as per the terms of the Scheme it has become
inoperative with effect from November 25, 2015.
(#) DHFL Employee Stock Option Scheme 2009- Plan – III became effective from October 22, 2010 and as per the terms of the said scheme, all the options
granted thereunder have been exercised and shares have been allotted to the eligible employees and thus, the scheme has completed w.e.f. May 12,
2017.
Employee-wise details of Options granted to:

(i) Key managerial personnel
Name of Employee Designation No. of Options granted during the year Exercise Price (`)
NA NA NA NA
(ii) Employees who were granted, during any one year, Options amounting to 5% or more of the Options granted during the year
Name of Employee Designation No. of Options granted during the year Exercise Price (`)
NA NA NA NA
(iii) Identified employees who were granted Options, during any one year, equal or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the Company at the time of grant
Name of Employee Designation Exercise Price (`) Exercise Price (`)
NA NA NA NA
61
Diluted Earnings Per Share pursuant to issue of shares on exercise of options/SAR calculated in ` -33.02
accordance with Accounting Standard Ind AS - 33
Method used for Accounting of ESOP’s : Intrinsic Value Method
The impact on the profits and EPS of the fair value method is given in the table below -
`
Profit as reported (` in Lakh) NA
Add - Intrinsic Value Cost NA
Less - Fair Value Cost NA
Profit as adjusted
Earning per share (Basic) as reported NA
Earning per share (Basic) adjusted NA
Earning per share (Diluted) as reported NA
Earning per share (Diluted) adjusted NA
Weighted average exercise price of ESOPs whose

(a) Exercise price equals market price NA
(b) Exercise price is greater than market price NA
(c) Exercise price is less than market price NA
Weighted average fair value of ESOPs whose

(a) Exercise price equals market price NA
(b) Exercise price is greater than market price NA
(c) Exercise price is less than market price NA
Method and Assumptions used to estimate the fair value of options granted during the year:
The fair value has been calculated using the Black Scholes Option Pricing model
The Assumptions used in the model on a weighted average basis are as follows:
Sl. No. Particulars

1 Risk Free Interest Rate
2. Expected Life
No options have been granted by the
3. Expected Volatility
Company during the year.
4. Dividend Yield
5. Price of the underlying share in market at the time of the option grant (`)

A. The details of Employee Stock Appreciation Rights as on March 31, 2019 pursuant to DHFL Employee Stock Appreciation Rights Plan 2015 are given below:
Particulars ESAR Plan 2015 ESAR Plan 2015 ESAR Plan 2015 ESAR Plan 2015 ESAR Plan 2015 ESAR Plan 2015 ESAR Plan 2015 ESAR Plan 2015
(Grant I) (Grant II) (Grant III) (Grant IV) (Grant V) (Grant VI) (Grant VII)* (Grant VIII)*
1 Date of February 23, 2015 February 23, 2015 February 23, 2015 February 23, 2015 February 23, 2015 February 23, 2015 February 23, 2015 February 23, 2015
Shareholder(s) and March 3, 2018 and March 3, 2018
Approval
2 Total Number The Members of the Company had approved 5,146,023 ESARs.
of ESARs During the financial year 2015-16, Company had issued Bonus Equity Shares in the ratio of 1:1. Consequent to the bonus issue total number of ESARs also increased in the same ratio to
approved 1,02,92,046 ESARs. The Members of the Company vide the special resolution passed on March 3, 2018 through Postal ballot, increased the number of ESARs that can be granted to the
eligible employees to 2,67,82,046 ESARs.
3. Vesting ESARs granted under ESARs granted ESARs granted under ESARs granted ESARs granted ESARs granted ESARs granted under ESARs granted under
requirement Grant I would Vest after under Grant II would Grant III would Vest under Grant IV would under Grant V would under Grant VI Grant VII would Vest Grant VIII would Vest
One (1) year from the Vest after One (1) after One (1) year Vest after One (1) Vest after One (1) would Vest after One after One (1) year after One (1) year
date of grant of such year from the date of from the date of grant year from the date of year from the date of (1) year from the from the date of grant from the date of grant
ESARs over a period of 5 grant of such ESARs of such ESARs over grant of such ESARs grant of such ESARs date of grant of such of such ESARs over of such ESARs over
years in the ratio 20:20: over a period of 4 a period of 4 years in over a period of 4 over a period of 4 ESARs over a period a period of 4 years in a period of 4 years in
20:20:20 years in the ratio 10: the ratio 20:30:20:30 years in the ratio 20: years in the ratio 20: of 4 years in the ratio the ratio 25:25:25:25 the ratio 25:25:25:25
20:30:40 (During the Financial 30:20:30 30:20:30 20:30:20:30
Year 2017-18, the (During the Financial (During the Financial
vesting schedule for Year 2017-18, the Year 2017-18, the
Grant III was changed vesting schedule vesting schedule
from 10:20:30:40 to for Grant IV was for Grant V was
20:30:20:30.) changed from changed from
10:20:30:40 to 10:20:30:40 to
20:30:20:30.) 20:30:20:30.)
4 ESAR Price or ESAR price: ` 380.00 ESAR price: ESAR price: ESAR price: ESAR price: ESAR price: ESAR price: ` 520.20 ESAR price:
Pricing Formula (Rupees Three Hundred ` 230.80 (Rupees ` 434.90 (Rupees ` 300.08 (Rupees ` 434.90 (Rupees ` 434.02 (Rupees (Rupees Five Hundred ` 643.65 (Rupees
and Eighty Only) per Two Hundred Thirty Four Hundred Thirty Three Hundred and Four Hundred and Four Hundred and Twenty and Twenty Six Hundred Forty
ESAR, being calculated and Eighty Paise Four and Ninety Eight Paise only) Thirty Four and Thirty Four and Paise only) per ESAR Three and Paise Sixty
after a discount of 20% only) per ESAR’s Paise only) per per ESAR’s, being Ninety Paise only) Two Paise only) being the closing Five Only) per ESAR,
to closing market price being closing market ESAR’s being closing calculated after a per ESAR being per ESAR being market price on the being the closing
1
on the stock exchange price on the stock market price on the discount of 31% calculated after a calculated after a stock exchange market price on the
OVERVIEW
having higher trading exchange having stock exchange to closing market discount of 18.25% discount of 29.14% having higher stock exchange
CORPORATE
volume on the day higher trading having higher price on the stock to closing market to closing market trading volume on having higher
immediately preceding volume on the trading volume on exchange having price on the stock price on the stock the day immediately trading volume on
the date of grant i.e. day immediately the day immediately higher trading exchange having exchange having preceding the the day immediately
on March 20, 2015 preceding the date preceding the volume on the higher trading higher trading date of grant i.e. preceding the
by the Nomination & of grant i.e. on date of grant i.e. day immediately volume on the volume on the on March 21, 2018 date of grant i.e.
Remuneration Committee. November 16, 2016 on July 12, 2017 preceding the day immediately day immediately by the Nomination on June 26, 2018
2
Consequent to the Bonus by the Nomination by the Nomination date of grant i.e. preceding the date preceding the date & Remuneration by the Nomination
issue the exercise price is & Remuneration & Remuneration on July 12, 2017 of grant i.e. on of grant i.e. on Committee. & Remuneration
REPORTS
STATUTORY
` 190/- per ESAR. Committee. Committee. by the Nomination October 13, 2017 January 19, 2018 Committee.
& Remuneration by the Nomination by the Nomination
Committee. & Remuneration & Remuneration
Committee. Committee.
5 Maximum To be exercised within To be exercised To be exercised within To be exercised To be exercised To be exercised To be exercised within To be exercised
term of ESARs a maximum period of 3 within a maximum a maximum period of within a maximum within a maximum within a maximum a maximum period of within a maximum
granted years from the date of period of 3 years 3 years from the date period of 3 years period of 3 years period of 3 years 3 years from the date period of 3 years
3
vesting of such ESARs from the date of of vesting of such from the date of from the date of from the date of of vesting of such from the date of
Financial
vesting of such ESARs vesting of such vesting of such vesting of such ESARs vesting of such
Statements
ESARs ESARs ESARs ESARs ESARs
63
Particulars ESAR Plan 2015 ESAR Plan 2015 ESAR Plan 2015 ESAR Plan 2015 ESAR Plan 2015 ESAR Plan 2015 ESAR Plan 2015 ESAR Plan 2015
(Grant I) (Grant II) (Grant III) (Grant IV) (Grant V) (Grant VI) (Grant VII)* (Grant VIII)*
6 Method of Equity Shares of the Equity Shares of the Equity Shares of the Equity Shares of the Equity Shares of the Equity Shares of the Equity Shares of the Equity Shares of the
Settlement Company Company Company Company Company Company Company Company
7 Choice of Settlement is compulsory Settlement is Settlement is Settlement is Settlement is Settlement is Settlement is Settlement is
Settlement in the Equity Shares of the compulsory in the compulsory in the compulsory in the compulsory in the compulsory in the compulsory in the compulsory in the
Company or as may be Equity Shares of the Equity Shares of the Equity Shares of the Equity Shares of the Equity Shares of the Equity Shares of the Equity Shares of the
decided by the Committee Company or as may Company or as may Company or as may Company or as may Company or as may Company or as may Company or as may
of the Board of Directors be decided by the be decided by the be decided by the be decided by the be decided by the be decided by the be decided by the
Committee of the Committee of the Committee of the Committee of the Committee of the Committee of the Committee of the

Board of Directors Board of Directors Board of Directors Board of Directors Board of Directors Board of Directors Board of Directors
8 Source of Primary issuance Primary issuance Primary issuance Primary issuance Primary issuance Primary issuance Primary issuance Primary issuance
shares
9 Variation in N.A. N.A. N.A. N.A. N.A. N.A. N.A. N.A.
terms of ESOP
10 ESAR’s granted The Nomination & The Nomination The Nomination The Nomination The Nomination The Nomination The Nomination The Nomination
Remuneration Committee & Remuneration & Remuneration & Remuneration & Remuneration & Remuneration & Remuneration & Remuneration
granted 15, 50,100 Committee granted Committee granted Committee granted Committee granted Committee granted Committee granted Committee granted
ESARs under Grant 2,081,545 ESARs 32,47,100 ESARs 5,50,000 ESARs 1,50,800 ESARs 71,900 ESARs under 1,17,35,600 ESARs 2,40,000 ESARs
I during the financial under Grant II under Grant III during under Grant IV under Grant V Grant VI during the under Grant VII during
under Grant VIII
year 2015-16 to the during the financial the financial year during the financial during the financial financial year 2017- the financial yearduring the financial
eligible employees of the year 2016-17 to the 2017-18 to the eligible year 2017-18 to the year 2017-18 to the 18 to the eligible 2017-18 to the eligible
year 2018-19 to the
Company, conferring upon eligible employees employees of the eligible employees eligible employees employees of the employees of the eligible employees
them a right to receive of the Company, Company, conferring of the Company, of the Company, Company, conferring Company, conferring
of the Company,
equity shares equivalent conferring upon upon them a right to conferring upon conferring upon upon them a right upon them a right to
conferring upon
to the Appreciation in the them a right to receive equity shares them a right to them a right to to receive equity receive equity shares
them a right to
value of the shares of the receive equity shares equivalent to the receive equity shares receive equity shares equivalent equivalent to the receive equity shares
Company as per the terms equivalent to the Appreciation in the equivalent to the shares equivalent to the Appreciation Appreciation in the
equivalent to the
of DHFL ESAR Plan 2015 Appreciation in the value of the shares of Appreciation in the to the Appreciation in the value of value of the shares of
Appreciation in the
(“Appreciation” means the value of the shares of the Company as per value of the shares of in the value of the shares of the the Company as pervalue of the shares of
excess of Market Price the Company as per the terms of DHFL the Company as per the shares of the Company as per the the terms of DHFL the Company as per
of the equity share of the the terms of DHFL ESAR Plan 2015 the terms of DHFL Company as per the terms of DHFL ESAR ESAR Plan 2015 andthe terms of DHFL
Company on the date ESAR Plan 2015 (“Appreciation” ESAR Plan 2015 terms of DHFL ESAR Plan 2015 as amended. ESAR Plan 2015 and
of Exercise of Employee (“Appreciation” means the excess (“Appreciation” Plan 2015 (“Appreciation” (“Appreciation” means as amended.
Stock Appreciation Rights means the excess of Market Price of means the excess (“Appreciation” means the excess the excess of Market (“Appreciation”
over the ESAR Price.) of Market Price of the equity share of of Market Price of means the excess of Market Price of Price of the equity means the excess
During the financial year the equity share of the Company on the equity share of of Market Price of the equity share of share of the Company of Market Price of
2015-16, Company issued the Company on the date of Exercise the Company on the equity share of the Company on on the date of the equity share of
Bonus Equity Shares the date of Exercise of Employee Stock the date of Exercise the Company on the date of Exercise Exercise of Employee the Company on
in the ratio of 1:1. The of Employee Stock Appreciation Rights of Employee Stock the date of Exercise of Employee Stock Stock Appreciation the date of Exercise
outstanding options as on Appreciation Rights over the ESAR Price.) Appreciation Rights of Employee Stock Appreciation Rights Rights over the ESAR of Employee Stock
the date of Bonus issue over the ESAR over the ESAR Appreciation Rights over the ESAR Price.) Appreciation Rights
were increased in the Price.) Price.) over the ESAR Price.) over the ESAR Price.)
same ratio i.e. 1:1. Price.)
* In view of the interest expressed and requests given by all the ESAR Grantees covered under the aforesaid Grant – VII and Grant – VIII of the DHFL ESAR Plan 2015 to cancel and discontinue
with the said Grants, the Nomination & Remuneration Committee and the Board of Directors of the Company at their respective Meetings held on March 29, 2019, approved cancellation of said
Grant VII and Grant VIII of ESARs issued under the DHFL ESAR Plan 2015.
1 2 3
The movement of ESARs during the year are as follows:

Sl. Particulars ESAR ESAR ESAR ESAR ESAR ESAR ESAR ESAR ESAR
No. Plan 2015 Plan 2015 Plan 2015 Plan 2015 Plan 2015 Plan 2015 Plan 2015(*) Plan 2015(*)
(Grant – I) (Grant – II) (Grant – III) (Grant – IV) (Grant – V) (Grant – VI) (Grant – VII) (Grant – VIII)
1 Number of ESARs 11,98,000 14,77,428 28,48,600 5,50,000 1,50,800 71,900 1,17,35,600 0
outstanding at the
beginning of the year
2 Number of ESARs 0 0 0 0 0 0 0 2,40,000
granted during the year
3 Number of ESARs 0 0 0 0 0 0 0 0
issued due to Bonus
during the year
4 Number of forfeited/ 1,83,280 2,42,297 3,93,280 0 0 0 1,17,35,600* 2,40,000*
cancelled / lapsed
during the year
5 Number of ESARs 7,840 13,599 5,78,540 0 0 0 0 0
vested during the year
6 Number of ESARs 1,75,560 22,411 44,240 0 0 0 0 0
exercised / settled
during the year
7 Total number of shares 1,18,749 15,979 14,009 0 0 0 0 0
arising as a result of
exercise of options
8 Money realized by 11,87,490 1,59,790 1,40,090 0 0 0 0 0
exercise of options (in `)
9 Number of ESARs 8,39,160 12,12,720 24,11,080 5,50,000 1,50,800 71,900 0 0
outstanding at the end
of the year
10 Number of ESARs 7,840 13,599 5,78,540 0 0 0 0 0
exercisable at the end
of the year
(*) In view of the interest expressed and requests given by all the ESAR Grantees covered under the aforesaid Grant – VII and Grant – VIII of the DHFL
ESAR Plan 2015 to cancel and discontinue with the said Grants, the Nomination & Remuneration Committee and the Board of Directors of the Company
at their respective Meetings held on March 29, 2019, approved cancellation of said Grant VII and Grant VIII of ESARs issued under the DHFL ESAR Plan
2015.
B. Employee-wise details of ESAR’s granted (during the year) to:

(i) Key Managerial Personnel
Name Designation No. of ESAR’s granted Weighted Avg. Grant
Price (`)
N.A. N.A. N.A. N.A.
(ii) Employees who were granted, during any one year, ESAR’s amounting to 5% or more of the ESAR’s granted during the year
Name Designation No. of ESAR’s granted Weighted Avg. Grant
Price (`)
Mr. Shrinivas Ashok Kulkarni Sr. Vice President 40,000 N.A.
Mr. Suresh Pohuja Head Credit 1,00,000 N.A.
Ms, Usha Dutta Head Credit 1,00,000 N.A.
(iii) Identified employees who were granted ESAR’s, during any one year, equal or exceeding 1% of the issued capital (excluding
outstanding warrants and conversions) of the Company at the time of grant
Name Designation No. of ESAR’s granted
N.A. N.A. N.A.
65
C. Diluted Earnings Per Share pursuant to issue of shares on exercise of options/ESARs calculated in ` -33.02
accordance with Accounting Standard (Ind AS - 33)
D. Method used for Accounting of ESAR’s : Intrinsic Value Method
The impact on the profits and EPS of the fair value method is given in the table below
`
Profit as reported (` in lakh) N.A.
Add - Intrinsic Value Cost (net of tax) N.A.
Less - Fair Value Cost N.A.
Profit as adjusted
Earning per share (Basic) as reported N.A.
Earning per share (Basic) adjusted N.A.
Earning per share (Diluted) as reported N.A.
Earning per share (Diluted) adjusted N.A.
E. Weighted average exercise price of ESARs whose

(a) Exercise price equals market price N.A.
(b) Exercise price is greater than market price N.A.
(c) Exercise price is less than market price N.A.
Weighted average fair value of ESARs whose

(a) Exercise price equals market price N.A.
(b) Exercise price is greater than market price N.A.
(c) Exercise price is less than market price N.A.
F. Method and Assumptions used to estimate the fair value of ESARs granted during the year:
The fair value has been calculated using the Black Scholes Option Pricing model
The Assumptions used in the model on a weighted average basis are as follows:
Date of grant 31.03.2019
1. Risk Free Interest Rate 7.57%
2. Expected Life (years) 2.95
3. Expected Volatility 37.19%
4. Dividend Yield 1.32%
5. Price of the underlying share in market at the time of the option grant 643.65
1. Other details
1) Weighted Average Market Price on the date of Exercise is N.A.
2) Remaining Contractual life for ESARs granted and outstanding as on March 31, 2019
Particulars ESAR ESAR ESAR ESAR ESAR ESAR ESAR ESAR ESAR
Plan 2015 Plan 2015 Plan 2015 Plan 2015 Plan 2015 Plan 2015 Plan 2015 Plan 2015
(Grant - I) (Grant - II) (Grant - III) (Grant - IV) (Grant - V) (Grant - VI) (Grant - VII) (Grant - VIII)
Remaining Contractual life for 2.88 3.71 3.88 3.88 4.15 4.42 - -
unvested ESARs outstanding at
the end of the year
Remaining Contractual life for 0.03 0.02 2.21 2.21 - - - -
ESARs exercisable at the end of
the year
for and on behalf of the Board
Kapil Wadhawan
Place: Mumbai Chairman & Managing Director
Date: August 6, 2019 (DIN-00028528)

1 2 3
Annexure - 5
Annual Report on Corporate Social Responsibility (CSR) Activities for

Financial Year 2018-19
1.
A brief outline of the Company’s CSR Policy, The Company’s initiatives under CSR are detailed hereunder:
including overview of projects or programmes
proposed to be undertaken and a reference to i. Early Childhood Care and Education (ECCE)
the web-link to the CSR Policy and Programmes/ ECCE covers programmes for children from prenatal to six
Projects. years of age; and caters to their needs in all domains of
The Company’s Corporate Social Responsibility (CSR) Policy development i.e. physical, motor, language, cognitive, socio-
was initially formulated in October 2012, and last revised emotional, and creative and aesthetic appreciation, and
and approved on November 21, 2018 by the Company’s ensures synergy with health and nutrition. This programme
Board of Directors. The Policy aligns with the provisions of is delivered through Anganwadi centres (courtyard centres),
Corporate Social Responsibility under Section 135 of the run as part of the Integrated Child Development Services
Companies Act, 2013 read with Companies (Corporate (ICDS) by the Ministry of Women and Child Development,
Social Responsibility Policy) Rules, 2014 and Schedule VII Government of India.
of the Companies Act, 2013 and provides a framework of
guidelines and mechanism for undertaking socially useful The Company has implemented this programme in
projects for welfare and sustainable development of the partnership with the Department of Women and Child
community at large. The Company’s motto of Changing Development (WCD) and District Administration in Palghar
Lives is extended to its Corporate Social Responsibility District of Maharashtra, Bokaro District of Jharkhand,
philosophy. The Company is committed to delivering Khargone and Burhanpur District of Madhya Pradesh.
sustainable solutions to equip and encourage equal
The programme covers 1895+ Anganwadis in Palghar,
opportunity, maximise human development and leverage
Vasai, Dahanu and Talasari blocks of Palghar District, 465+
the aspirations of youth, women and vulnerable populations.
Anganwadis in Jaridih, Kasmar and Petarwar blocks of
The Company is determined to undertake CSR activities Bokaro District and 1183+ Anganwadis in Bhagwanpura,
strategically, systematically and more thoughtfully and Bhikangaon and Zarniya blocks of Khargone and Nepanagar,
encourage community development as against institutional Shahpura blocks of Burhanpur District. The programme
building. The Company believes in delivering impactful directly impacts 3543+ anganwadis, its workforce and over
solutions in collaboration with the community, Government, 1,60,000 children.
like-minded corporate entities and social purpose
organisations. The ECCE programme adopts four pronged
approach to bring about holistic development of
The flagship programmes focus on Early Childhood Care child and they are as follows:
and Education (ECCE), Economic empowerment through
 Pre-School Education: Build the capacity of
financial literacy and inclusive growth, Skills Development
Child Development Project Officers (CDPO), ICDS
for sustainable livelihoods and Rural Development with
Supervisors, Anganwadi Workers and Helpers to deliver
focus on drought mitigation. Through these programmes,
effective pre-school curriculum in anganwadi centres.
the Company seeks to bring forth sustainable changes in
communities across diverse geographies.
 Health & Nutrition: Promote preventive and health
The Company’s CSR Foundation – DHFL Changing Lives seeking behavior among pregnant women, lactating
Foundation, a wholly-owned subsidiary of the Company, mothers and adolescent girls and boys in the
incorporated in December 2017, has furthered the community, strengthening community monitoring
Company’s CSR Vision and facilitated implementation of systems and empowering frontline workers to deliver
high impact initiatives through multi-stakeholder partnership; preventive healthcare services.
covering government and non-government organisations.
The Foundation has taken the mantle of implementing  Model Anganwadis: Construct child centric
“Project Sneh” – flagship initiative under Early Childhood anganwadis with locally available implements and
Care and Education. using innovative design models under ‘Snehangans’.
67
 Stakeholder Empowerment: Create financial safety  Electrician (332)

net for frontline workers through formation of Self Help
Groups and facilitating forward and backward linkage.  Plumber (305)
The programme is implemented by DHFL Changing  Refrigeration & Air Conditioning (RAC) (337)
Lives Foundation.
The Company has trained 3400+ youth in the above trades
ii. Economic Empowerment through financial literacy & in Financial Year 2018-19.
inclusive growth
The programme includes on-job trainings (OJTs) and ensures
The Company has conceptualised and implemented a a minimum of 80% placement of the trained youth and post
comprehensive programme to facilitate the journey from placement assistance for 6 months. The programme also
being ‘financially illiterate’ to ‘financially sustainable’, also creates linkages to government welfare schemes like Mudra
aiding transition of informal settlements to formal housing, loans for self-employment.
promoting Pradhan Mantri Awas Yojana.
The programme has established a hub-n-spoke model
This programme focuses on building community capacity with sub-centres and satellite centres to reach out to youth
through help centers & volunteers and facilitating skill in interior locations. The programme has innovated with
development, livelihood linkages & linkages to various community-live projects to instill a feeling of giving back to
Government of India (GOI) welfare schemes. the community.
The programme is implemented in 4 urban slum communities iv. Village Transformation with focus on drought mitigation
and reaches 40,000+ households.
In response to the droughts in Aurangabad, Maharashtra,
To further generate awareness on basics of finance and the Company started this holistic programme for water
government welfare schemes, the Company has designed conservation and prevention of soil erosion in 2016.
a radio programme with All India Radio (AIR) for 9 stations, The programme has evolved as a comprehensive
under ‘Sharmaji ke Sawal. Vinodji ke Jawab.’ village transformation mission, supporting initiatives in
multi cropping, village infrastructure development and
The Company has supported research and creation of environment issues.
a digital knowledge base & tool of the State and Central
The programme aims to address short term and long term
government welfare schemes, across 10 States. The
measures to mitigate the causes and effects of drought, thus
programme additionally trains DHFL Haqdarshaks or social
alleviating poverty and implementing a comprehensive rural
entrepreneurs, under ‘Sharmaji ke Sawal. Vinodji ke Jawab.’
development programme. The Company has implemented
The total coverage of this knowledge-base is across 20
the programme in five villages namely Babhulgaon,
States with other Haqdarshak partners.
Chincholi, Daregaon Dari, Nandra and Waghola in the
Phulambri block of Aurangabad, Maharashtra.
iii. Skills Development for sustainable livelihoods
The Company has introduced a series of interventions to
The Company delivers skill development programmes to
make these five villages tobacco-free by engaging with
youth from vulnerable populations, to empower them and
school children, youth and community.
create an ecosystem ensuring sustainable livelihoods. The
programme is delivered through DHFL Skill Development v. Elder Care Programme
Centres in Kolhapur and Chandrapur in Maharashtra.
The Company, through its Foundation has supported an
This programme trained youth for the following job roles in elder care training and livelihoods programme for young
Financial Year 2018-19: girls and boys from the underserved segment of the society.
 Business Correspondent (581) The programme operates one centre in Mumbai, Maharashtra
and is equipped to train 300 youth per year.
 Loan Approval Officer (627)
The CSR Policy of the Company has been outlined and
 Microfinance Executive (578) uploaded on the Company’s website and can be accessed
at URL- https://www.dhfl.com/docs/default-source/csr-docs/
 Mason (328) revised-csr-policy.pdf The details of the Company’s CSR
Projects/Programmes are available at URL https://www.dhfl.
 Carpenter (312) com/corporate-social-responsibility

1 2 3
2. Composition of CSR Committee of the Board of The average net profit of the Company for the past 3 years
Directors was ` 1,329.58 crore.
The CSR Committee of Board was re-constituted by the 4. Prescribed CSR expenditure (2% of amount as
Board of Directors vide Circular Resolution dated April in item no. 3 above)
19, 2019 in view of the resignations of Mr. Harshil Mehta,
Joint Managing Director & Chief Executive Officer, Mr. V. K. The prescribed CSR expenditure @ 2% of the amount for FY
Chopra and Mr. G. P. Kohli, Independent Directors w.e.f. 2018-19 was ` 26.59 crore.
February 13, 2019, March 11, 2019 and March 29, 2019,
respectively. The present composition of CSR Committee is 5. Details of CSR spent during the financial year.
as follows:
a. Total Amount to be spent for the financial year: The
Mr. Alok Kumar Misra Chairman (Independent Director) prescribed CSR expenditure as per provisions of the
Mr. Srinath Srinath Member (Non-Executive Director) Companies Act, 2013 for financial year 2018-19 was
Mr. Kapil Wadhawan Member (Chairman & Managing ` 26.59 crore.
Director)
b. Amount unspent: The Company in the financial year
The CSR Committee has also constituted a CSR 2018-19 has spent an amount of ` 27.19 crore on its
Management Committee which works under the guidance of flagship/ identified programmes as against ` 26.59 crore
the CSR Committee of the Board in implementing approved which was required to be spent as per the provisions of
programmes. The Chairman & Managing Director oversees the Companies Act, 2013. The total amount spent also
the working of this management committee. includes ` 0.63 crore towards administrative expenses
which is well within the limits as prescribed under the
3. Average net profits of the Company for last 3 Companies Act, 2013.
financial years is as detailed hereunder:
Financial Year Net Profits (` crore)
(As per Section 135 of the
Companies Act, 2013)
FY 2015-16 1,101.45
FY 2016-17* 1,343.52
FY 2017-18* 1,543.77
* Net Profit as per Ind AS adopted by the Company.
69
c. Manner in which the amount spent during the financial year is detailed below:
Sr CSR project or activity identified Sector in which Projects or Programmes Amount Amount Cumulative Amount
No along with the details therein the Project is Local Area Specify the outlay spent on the expenditure spent: Direct
covered or Others State and (budget) projects or upto the or through
District where project or programmes reporting implementing
projects or programmes in FY2018-19 period agency(ies)
programmes wise (`) (`) ending March
were 31, 2019 (`)
undertaken

1 Early Childhood Care and Education Early Childhood Local Area Maharashtra 18.25 crore 16.53 crore 28.43 crore Implementation
(ECCE) Care and – Palghar Partner: DHFL
A system strengthening programme Education Jharkhand – Changing Lives
to build the capacity of frontline Bokaro Foundation
workers to deliver effective services for Madhya
children, pregnant mothers, lactating Pradesh -
mothers and adolescent girls in the Khargone and
community. Burhanpur
2 Financial Literacy and Inclusive Slum Local Area Rajasthan - 2.42 crore 2.42 crore 4.64 crore Implementation
Growth Development Jaipur Partner: Saath

A comprehensive programme to Uttar Pradesh Livelihood,
facilitate the journey from being – Varanasi Samerth
‘financially illiterate’ to ‘financially Jharkhand Charitable Trust,
sustainable’, also aiding transition of – Ranchi Haqdarshak, FM
informal settlements to formal housing, Chhattisgarh – Production
promoting Pradhan Mantri Awas Raipur
Yojana.
3 Skills Development Skills Local Area Maharashtra- 4 crore 3.4 crore 11.94 crore Implementation
The programme trains and empower Development Kolhapur and Partner: SEED
youth from under resourced Chandrapur CSR, Teamlease
communities across diverse job roles Skills University
in BFSI and Construction and Deeds
Charitable Trust
4 Village Transformation through Rural Local Area Maharashtra - 2.50 crore 1.23 crore 5.54 crore Implementation
drought mitigation Development Aurangabad Partner: Dilasa
This programme is a holistic Tamil Nadu - Janvikas
intervention towards alleviating poverty Madurai Pratishthan,
and implementing a comprehensive Salaam Mumbai
rural development programme with Foundation and
emphasis on watershed structure, Magasool Trust
tobacco de-addiction and community
development
were 31, 2019 (`)
undertaken
5 R K Wadhawan- Sasakawa India Education Local Area Uttar Pradesh, 0.44 crore 0.37 crore 0.75 crore Implementation
Leporosy Foundation Madhya Partner:
Support to Nursing Scholars from Pradesh, Sasakawa
leprosy affected communities across West Bengal, India Leporosy
India between 2017 and 2024, to get Chattisgarh, Foundation
into mainstream jobs and overcome Delhi, Bihar,
stigma related to leprosy. Maharashtra,
Tamil Nadu
6 Akshay Patra Foundation Education Local Area Assam – 1.90 crore 1.90 crore 6.80 crore Implementation
The mission of this program is to Guwahati Partner: Akshay
ensure that every child attends school Patra Foundation
and is provided with tasty, nutritious,
wholesome mid-day meal.
The Company intends to continue
support and cover 20,000+ students
across 266 schools in Guwahati –
Assam.
7 AIM for Seva Education Local Area Nandayal in 0.43 crore 0.08 crore 0.72 crore Implementation
This programs aims to implement Andhra Pradesh Partner: AIM for
the concept of Students Home, a and Anaikatti- Seva
1
free home facility in the vicinity of an Coimbatore in

OVERVIEW
existing school, free students’ home, Tamil Nadu

CORPORATE
free shelter, food, clothing and access

to school and additionally to provide a
value education, life skills, IT skills and
extracurricular activities.
8 Yusuf Meherally Centre Education Local Area Maharashtra - 0.16 crore 0.16 crore 0.68 crore Implementation
2
This program seeks to enable quality Raigad Partner: Yusuf

education among Tribal Children Meherally Centre
REPORTS
STATUTORY
through improved infrastructure

and funding operating expenses for
teaching and support staff to sustain
the program.
3
Financial
Statements
71
were 31, 2019 (`)
undertaken
9 Educational Small Programmes Education Local Area Pan India 0.33 crore 0.33 crore 1.86 crore Implementation

Apart from the flagship programmes Partner:
and other CSR programmes, the Ace Select CSR
Company’s CSR extended Small Classrooms,
Support to select niche programmes WCCL, Light of
under education, Art based therapy Life Trust, BMC
Schools
10 Other CSR Small Programmes Art & Music Local Area Pan India 0.21 crore 0.14 crore 1.44 crore Fine Arts
Support select small programmes as Support, Society, M N
a support to art & culture conservation Environment Construction,
and talent support, environment conservation Satyawati
conservation and health & medicine Spiritual

Foundation,
Aine Mahendru,
National Society
for Blind,
Medisidh
11 Olympic Gold Quest Sports Local area Pan India 0.50 crore - 0.50 crore Implementation
Encouraged talent in individual Partner: Olympic
sports to represent India & win Gold Gold Quest
at the Olympics & other International
Tournaments
Support would be provided to the
mission for a period of four years till
the Tokyo Oylmpics 2020.
Created a pool of sports talent &
coaches who would further deliver
trainings to 25 national level athletes/
sportsmen pan-India.
12 R K Wadhawan - TISS Fellowship for Education Local area Maharashtra 0.25 crore - - Tata Institute of
Social Sciences Social Sciences
Fellowship for social science students
from marginalized communities
through the R K Wadhawan Education
Trust.
13 R K Wadhawan Sports Scholarship Sports Local area Pan India 0.20 crore - - Direct
To support youth and children to train
and represent at state level and above.
were 31, 2019 (`)
undertaken
14 CSR management expenses CSR Overheads Fees payable 0.63 crore 0.63 crore 2.05 crore Samhita Social
- M/s Samhita - Project Management based on Ventures, B.
Unit for our CSR projects. approved cost Suhandani,
- Other support for legal services for structure for Rite Knowledge,
registration of the DHFL Changing activities viz Parksons
Lives Foundation from specialist. Programme Graphics,
- Administrative & overheads identification, Anupam
project Stationery, etc.,
evaluation,
dedicated
resources
committed for
site work and
monitoring
and evaluation
reports, creative
and printing of
CSR Reports
Total spent and commitments as at the end of March 2019 32.22 crore 27.19 crore 65.35 crore
1
OVERVIEW
CORPORATE
2
REPORTS
STATUTORY
3
Financial
Statements
73
6. In case the Company has failed to spend the two per cent 7. A responsibility statement of the CSR Committee that
of the average net profit of the last three financial years or the implementation and monitoring of CSR policy, is
any part thereof, the Company shall provide the reasons in compliance with CSR objectives and Policy of the
for not spending the amount in its Board’s report: Company.
The Company was able to spend more than the required The CSR Committee confirms that the CSR Policy as
prescribed amount of the CSR expenditure during the approved by the Board has been duly implemented and that
financial year 2018-19. The Company has spent ` 27.19 the CSR Committee monitors the implementation of various
crore under its CSR as against the prescribed CSR budget of projects and activities and the same is in compliance with
` 26.59 crore in financial year 2018-19. The Company’s CSR the CSR Objectives and policy of the Company.
programmes have scaled and deepened impact over the
past three to four years. The Company remains committed to
its CSR vision and philosophy, and will continue its investment
to further deepen programme impact and scale to newer
geographies. The total amount spent also includes ` 0.63
crore towards administrative expenses which is well within
the limits as prescribed under the Companies Act, 2013.
Alok Kumar Misra Srinath Sridharan Kapil Wadhawan

(Independent Director) (Non-Executive Director) (Chairman & Managing Director)
Chairman of CSR Committee Member of CSR Committee Member of CSR Committee
DIN: 00163959 DIN: 03359570 DIN:00028528
Place: Mumbai
Date: July 22, 2019

1 2 3
Annexure - 6
RELATED PARTY TRANSACTION POLICY
1. Preamble Further, a transaction involving payments made to a related

I n terms of Regulation 23 of the Securities and Exchange Board party with respect to brand usage or royalty shall be
of India (Listing Obligations and Disclosure Requirements) considered material, if the transaction(s) to be entered into
Regulations, 2015 (including any amendment(s)/ modification(s) individually or taken together with previous transactions
thereof), (“SEBI Listing Regulations”) and Section 188 of during a financial year, exceeds two percent of the annual
the Companies Act, 2013 read with rules made thereunder consolidated turnover of the listed entity as per the last
(including any amendment(s)/ modification(s) thereof), the audited financial statements of the Company.”
Board of Directors (the “Board”) of Dewan Housing Finance
“Related Party” shall mean Related Party as defined under
Corporation Limited (the “Company” or “DHFL”), have basis SEBI Listing Regulations.
the recommendations of the Audit Committee Members framed

“SEBI Listing Regulations” shall mean SEBI (Listing
and adopted the Related Party Transaction Policy [“Policy” or
Obligations and Disclosure Requirements) Regulations,
“this Policy”] with effect from October 1, 2014, which defines
2015 read with SEBI (Listing Obligations and Disclosure
and lays down the procedures with regard to Related Party
Requirements) (Amendment) Regulations, 2018 or any
Transactions. This policy aims to regulate transactions between
further statutory modification(s)/ amendment(s) thereof.
the Company and its Related Parties, based on the laws and
regulations applicable to the Company. “Related Party Transaction” shall mean to include:
2. Objective a. Transfer of resources, services or obligations between

The objective of this Policy is to regulate transactions the Company and a related party, regardless of whether
with related parties and ensure transparency between a price is charged and a “transaction” with a related
them. It sets out the materiality thresholds for related party shall be construed to include a single transaction
or a group of transactions in a contract;
party transactions and the manner of dealing with such
transactions in accordance with the provisions of Companies b.
contracts or arrangements entered into with related
Act, 2013 and SEBI Listing Regulations. party for:
i.
Sale, purchase or supply of any goods or
3. Definitions materials;
“Act” means the Companies Act, 2013 and rules made
ii.
Selling or otherwise disposing of, or buying,
thereunder and includes any amendment(s)/ modification(s) property of any kind;
thereof.
iii. Leasing of property of any kind;
“Arms’ Length Transaction” means transaction between two iv. Availing or rendering of any services;
related or affiliated parties that is conducted as if they were v. Appointment of any agent for purchase or sale of
unrelated, so that there is no question of conflict of interest. goods, materials, services or property;
“Audit Committee/Committee” means Committee of Board vi.
Such related party’s appointment to any office
of Directors of the Company constituted as per the provisions or place of profit in the company, its subsidiary
of SEBI Listing Regulations and Companies Act, 2013. company or associate Company; and
vii. Underwriting the subscription of any securities or
“Key Managerial Personnel” means any person as defined derivatives thereof, of the Company.
in Section 2(51) of the Companies Act, 2013. Any other term not defined herein shall have the same
“Policy” means Related Party Transaction Policy. meaning as defined in the Companies Act, 2013, SEBI Listing
Regulations or any other applicable law or regulation(s).
“Material Related Party Transaction(s)” means

transaction/transactions with the related party to be 4. Terms of the Policy
entered into individually or taken together with previous 4.1 All the Related Party Transactions proposed to be entered
transactions during a financial year, exceeds ten percent by the Company shall require prior approval of the Audit
of the annual consolidated turnover of the Company, as per Committee including the transactions to be entered in the
the last audited financial statements of the Company. ordinary course of business. The Audit Committee shall
75
recommend the Related Party Transaction(s) for the approval respectively of sub-section (1) of Section 188 of
of Board of Directors/ Shareholders as per the terms of Companies Act, 2013.
this policy and the applicable provisions/ regulations
of Companies Act, 2013 and SEBI Listing Regulations These limits shall however, apply for transaction or
respectively or any amendment(s) / modification(s) thereto. transactions to be entered into either individually
or taken together with the previous transactions
4.2 The Related Party Transactions entered into in the ordinary during a financial year.
course of business and transacted at arms’ length shall
not require approval of the Board of Directors. However, all Contracts or arrangements with respect to Clause (f) of
b.
related party transactions to be entered by the Company Section 188 (1) wherein a related party’s appointment to
shall require prior approval of the Audit Committee. any office or place of profit in the Company, its subsidiary
company or associate company is at a monthly
4.3 All the Material Related Party Transaction and Related Party remuneration exceeding two and a half lakh rupees.
Transactions as defined under Section 188 (1), exceeding
the threshold limits prescribed under rule 15 sub rule(3) c. Contracts or arrangements with respect to Clause (g)
of Companies (Meetings of Board and its Powers) Second of Section 188 (1) wherein such related party receives
Amendment Rules, 2014, as detailed under Clause 4.4. a remuneration for underwriting the subscription of
below, shall require prior approval of the Audit Committee, any securities or derivatives thereof, of the Company
Board of Directors and Shareholders of the Company by way exceeding one percent of the net worth.
of a resolution.
d. Subject to the provisions of SEBI Listing Regulations
4.4 Transactions as prescribed under Rule 15(3) of the and the Companies Act, 2013, any Related Party
Companies (Meeting of Board and its Powers ) Rules, 2014, Transaction(s) to be entered into with an individual
Related Party, taken together with previous related
includes the transactions/ contracts/ arrangements as
party transaction(s) with such individual Related Party,
follows :
in a financial year, exceeding the threshold limit of
a. Contracts or arrangements with respect to clauses (a)
ten per cent of annual consolidated turnover of the
to (e) of Section 188 (1) of Companies Act, 2013 with
Company as per the last audited financial statements,
criteria as mentioned below:
shall require approval of both the Audit Committee and
i.
Sale, purchase or supply of any goods or Board of Directors.
materials, directly or through appointment of
agent, amounting to ten percent or more of the 5. Procedures
turnover of the company or rupees one hundred a. Review and approval of Related Party Transactions by
crore, whichever is lower, as mentioned in clause Audit Committee Members
(a) and clause (e) respectively of sub-section (1)  Audit Committee shall review all the potential/
of section 188 of Companies Act, 2013; proposed Related Party Transactions, to ensure that
ii. Selling or otherwise disposing of or buying property no conflict of interest exists and evaluate it from the
of any kind, directly or through appointment of perspective of Arms’ Length Pricing.
agent, amounting to ten percent or more of net  Any member of the Audit Committee who has an
worth of the company or rupees one hundred interest in the transaction under discussion shall
crore, whichever is lower, as mentioned in clause not vote to approve the Related Party Transaction,
(b) and clause (e) respectively of sub-section (1) but may, if so requested by the Chairperson of
of section 188 of Companies Act, 2013; the Committee, participate in some or all of the
Committee’s discussions of the Related Party
iii. Leasing of property of any kind amounting to ten
Transaction.
percent or more of the net worth of the company
or ten percent or more of turnover of the company  Audit Committee shall have all the rights to call for
or rupees one hundred crore, whichever is lower, information/documents in order to understand the
as mentioned in clause (c) of sub-section (1) of scope of the proposed related party transactions
section 188 of Companies Act, 2013; and devise an effective control system for the
verification of supporting documents.
iv.
Availing or rendering of any services, directly
or through appointment of agent, amounting  The Audit Committee shall be provided with the
to ten percent or more of the turnover of the following relevant information and details pertaining
company or rupees fifty crore, whichever is to each proposed related party transactions/
lower, as mentioned in clause (d) and clause (e) contracts –

1 2 3
i. The name of the related party and nature of  The Audit Committee, if considers it appropriate,
relationship; can also propose modification/s in the approved
ii.
The nature, duration of the transaction / related party transaction subsequently.
contract or arrangement and particulars of the  Approval of Audit Committee is not required when
transaction/ contract or arrangement; the transaction is other than a transaction referred
iii. The material terms of the transaction/contract in Section 188 of the Act and between the Company
or arrangement including the value and / or and its wholly owned subsidiary(ies) company,
the maximum amount for which the same is whose accounts are consolidated with the Company
proposed to be entered into ; and placed before the shareholders at the general
meeting of the Company, for approval.
iv.
Any advance paid or received for the
transaction / contract or arrangement, if any; b. Omnibus Approval of Related Party Transactions
v. he manner of determining the pricing and
T The Audit Committee may grant omnibus approval,
other commercial terms, both included as part pertaining to the transactions in the ordinary course of
of transaction / contract and not considered as business, transactions for support service/ sharing of
part of the same; services with Associates Companies, Sub Lease of Office
vi.
Whether all factors relevant to the contract Premises or Office Sharing arrangement with Associate
have been considered, if not, the details of Companies or any other transactions or arrangements as it
factors not considered. may deem appropriate, being proposed to be entered into
on arms’ length basis, subject to the following conditions.
vii. The rationale for not considering the relevant
i. The Audit Committee shall grant omnibus approval
factors; and
in line with this policy and such approval shall be
viii.
Any other information relevant or important applicable in respect of transactions which are
for the Audit/ Board to take a decision on the repetitive in nature.
proposed transaction. ii. The Audit Committee shall satisfy itself in respect of
 The Audit Committee shall while reviewing the the need for such omnibus approval and that such
Related Party Transaction, consider all the relevant approval is in the interest of the company;
information/ facts submitted to it, including but iii. Such omnibus approval shall specify (i) the name/s
not limited to the (a) Commercial or business of the related party, nature of transaction, period of
reasonableness of the terms of the subject transaction, maximum amount of transaction that can
transaction so as to analyse that transaction is on be entered into, (ii) the indicative base price / current
an arms’ length basis, benchmarking the same with contracted price and the formula for variation in the
the information and /or drawing reference to the price if any and (iii) such other conditions or criteria’s,
information that may have a bearing on the arms’ as the Audit Committee may deem fit;
length analysis. eg: industry trends, certificate from However, where the need for Related Party Transaction
an independent auditor, valuation reports, third cannot be foreseen and aforesaid details are not
party comparables, publications or quotations. etc. available, Audit Committee may grant omnibus
(b) availability and / or the opportunity cost of the approval for such transactions subject to their value
alternate transactions (c) materiality and interest not exceeding `1 crore per transaction.
(direct/ indirect) of the related party in the subject iv. Audit Committee shall review, on a quarterly basis,
transaction, (d) actual or apparent conflict of interest the details of Related Party Transactions entered into
of the Related Party, (e) If the Related party is an by the Company pursuant to each of the omnibus
Independent Director then the Audit Committee approval given.
shall also consider the impact of the said Related v. Such omnibus approvals shall be valid for a period not
Party Transaction on the Director’s independence. exceeding one year and shall require fresh approvals
 Upon completion of its review of the transaction, after the expiry of one year.
the Audit Committee may decide to approve with c. Review and approval of Related Party Transactions by
or without amendment / modification the proposed Board of Directors
related party transaction. In case of a related party  In case the Audit Committee determines that the
transaction, other than transactions referred to in Related Party Transaction requires the approval
section 188 of the Act, and where Audit Committee of the Board of Directors or Shareholders as per
does not approve the transaction, it shall make its the terms of this policy and applicable regulatory
recommendation to the Board. provisions then it shall refer the said Related Party
77
Transaction to the Board of Directors for its approval becomes concerned or interested after the contract
alongwith all the relevant information/ documents or arrangement is entered into, disclose his concern
pertaining to the same. or interest forthwith when he becomes concerned or
 The Board shall review the Related Party Transaction interested or at the first meeting of the Board held
and recommendations of the Audit Committee, if after he becomes so concerned or interested.
any, and shall have the authority to call for such  Each Director, Key Managerial Personnel shall be
additional information as it may deem appropriate required to disclose to the Audit Committee any
and may approve with or without modification(s) potential Related Party Transaction(s) proposed to
or reject the proposed related party transaction as be entered into by them or their relatives.
per the terms of this policy and other applicable  The Related Party Transaction entered into with the
regulatory provisions. related party/ies shall be disclosed in the Director’s
 In case, the Board determines that the Related Party Report / Annual Report as per the disclosure
Transaction requires approval of the shareholders requirement(s) of the Companies Act, 2013 and
as per the terms of this policy and applicable SEBI Listing Regulations.
regulatory provisions then it shall refer the said Material Transactions exceeding the threshold
Related Party Transaction to the shareholders for
limits as prescribed under Rule 15 sub rule(3) of
its approval alongwith all the relevant information/
Companies (Meetings of Board and its Powers)
documents pertaining to the same, as per the
Second Amendment Rules, 2014 shall be disclosed
appropriate regulatory provisions.
under “Details of material contracts or arrangements
d. All Material related party transaction(s) or related party or transactions at arms’ length” in Form no. AOC-
transaction(s) other than a transactions referred in section 2 as a part of the Directors Report, as prescribed
188 of the Act to be entered into between the Company under Companies Act, 2013.
and its wholly owned subsidiary(ies), whose accounts are
 The particulars of all the Related Party Transaction
consolidated with the Company and placed before the
entered into with the approval of the Audit Committee
Shareholders at the general meeting for approval, shall not
/ Board of Directors / Shareholders shall be entered
require approval of the shareholders.
into the Register of Contracts or Arrangements in
e. Approval of the Audit Committee /Board of Directors shall be which Directors are interested, maintained by the
required incase of any subsequent amendment/modification/ Company as per the provisions of the Companies
renewal, in the terms of the earlier approved Related Party Act, 2013 and rules framed thereunder.
Transaction, as the case may be.  All entities falling under the definition of related
6. Disclosures parties shall not vote to approve the transaction at
 Every Director of a Company who is in any way, the Board Meeting or at Annual General Meeting
whether directly or indirectly, concerned or interested irrespective of whether the entity is a party to the
in a contract or arrangement or proposed contract particular transaction/ contract / arrangement or not.
or arrangement entered into or to be entered into—  This Policy shall be uploaded on the website of the
(a) With a body corporate in which such director Company and a web link thereto shall be provided
or such director in association with any in the Annual Report.
other director, holds more than two per cent  Quarterly/periodical updates shall be provided to
shareholding of that body corporate, or is a the Audit Committee members on the related party
promoter, manager, Chief Executive Officer of transactions entered by the Company.
that body corporate; or  Details of all Material Related Party transactions with
(b) With a firm or other entity in which, such director its related parties shall be disclosed in the quarterly
is a partner, owner or member, as the case may compliance report on corporate governance as per
be, the provisions of SEBI Listing Regulations.
shall disclose the nature of his concern or interest  The Company shall submit disclosure of Related
at the meeting of the Board in which the contract or Party Transactions on a consolidated basis in
arrangement is discussed and shall not participate the format specified in the relevant accounting
in such meeting: standards for annual results to the stock exchanges
Provided that where any director who is not so within 30 days from the date of its publication of its
concerned or interested at the time of entering standalone and consolidated financial results for
into such contract or arrangement, he shall, if he the half year.

1 2 3
7. Ratification arrangement shall be voidable at the option of the Board or,

Subject to compliance with the provisions of SEBI Listing as the case may be of the shareholders and if the contract
Regulations, any related party transaction entered into by a or arrangement is with a related party to any director, or is
director or officer of the Company amounting not exceeding authorised by any other director, the directors concerned
one crore rupees without approval of the Audit Committee shall indemnify the company against any loss incurred by it.
and not ratified by the Audit Committee within 3 months
from the date of transaction(s), then such transaction(s)
8. Amendments
 The Audit Committee shall periodically review, propose
shall be voidable at the option of the Audit Committee and
modifications/ amendments, if deemed necessary, to
if the related party transaction entered into by a director or
authorised by any other director, the director(s) concerned this policy which shall be subject to the approval of the
shall indemnify the Company against any loss incurred by it. Board of Directors.
 The Board of Directors shall review the Policy at least

If any contract or arrangement is entered into by a director
once in three years and if deemed necessary, propose
or any other employee of the Company, without obtaining
modifications/amendments therein.
the consent of the Board or approval by a resolution in the
general meeting as per the provisions of Section 188 (1)  In the event of any conflict between the provisions of
of the Companies Act, 2013 and if it is not ratified by the this Policy, Act or SEBI Listing Regulations or any other
Board and/or by the shareholders at a meeting, as the case statutory enactments/rules/laws, the provisions of such
may be, within three months from the date on which such Act/Regulations or any other statutory enactments/
contract or arrangement was entered into, such contract or rules/laws would prevail over this Policy.
79
Annexure - 7
Date: July 22, 2019 5.

The compliance of provisions of corporate and other
applicable laws, rules, regulations, standards is the
To, responsibility of management. Our examination was limited
The Members, to the verification of procedures on test check basis.
Mumbai 6. The Secretarial Audit report is neither an assurance as to
the future viability of the company nor of the efficacy or
Our report of even date is to be read along with this letter. effectiveness with which the management has conducted
1. Maintenance of secretarial records is the responsibility of the affairs of the company.
the management of the company. Our responsibility is to
We were unable to verify the correctness and appropriateness or
express an opinion on these secretarial records based on
our audit. otherwise of the allegations on the Company by COBRAPOST
News Portal, as the records pertaining to the same form part
2.
We have followed the audit practices and processes as of the business / financial records of the Company which were
were appropriate to obtain reasonable assurance about subject matters of audit / verification by Joint Statutory Auditors
the correctness of the contents of the secretarial records. / other designated professionals. Further, in this matter, we have
The verification was done on test check basis to ensure that referred to and relied upon the Report dated March 5, 2019, of
correct facts are reflected in secretarial records. We believe the Independent Firm of Chartered Accountants viz. M/s. T. P.
that the processes and practices, we followed provide a Ostwal & Associates LLP, Mumbai, Report of the Joint Auditors
reasonable basis for our opinion. dated July 22, 2019 and the Management Representation.
3. We have not verified the correctness and appropriateness of FOR JAYSHREE DAGLI & ASSOCIATES
financial records and Books of Accounts of the company. COMPANY SECRETARIES
Unique Code: S1995MH013400
4.
Wherever required, we have obtained the Management
Representation about the compliance of laws, rules and JAYSHREE S. JOSHI
regulations and happening of events, etc. F.C.S. 1451; C.P. 487
Form No. MR-3

SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED March 31, 2019
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014]
To, explanations provided by the Company, its officers, agents and

The Members, authorized representatives during the conduct of secretarial audit,
DEWAN HOUSING FINANCE CORPORATION LIMITED we hereby report that in our opinion, the Company has, during the
audit period covering the financial year ended on March 31, 2019,
We have conducted the Secretarial Audit of the compliance complied with the statutory provisions listed hereunder and also
of applicable statutory provisions and the adherence to that the Company has proper Board-processes and compliance-
good corporate practices by DEWAN HOUSING FINANCE mechanism in place to the extent, in the manner and subject to
CORPORATION LIMITED (hereinafter called “the Company”). the reporting made hereinafter subject to the qualifications and
Secretarial Audit was conducted in a manner that provided us a observations contained in Annexures – I & II hereto respectively:
reasonable basis for evaluating the corporate conducts /statutory
compliances and expressing our opinion thereon. (A) We have examined the books, papers, minutes books, forms
and returns filed and other secretarial records maintained
Based on our verification of the Company’s books, papers, by DEWAN HOUSING FINANCE CORPORATION LIMITED
minutes books, forms and returns filed and other secretarial (“the Company”) for the financial year ended on March 31,
records maintained by the Company and also the information and 2019 according to the provisions of:

1 2 3
1. The Companies Act, 2013 (the Act) & the Rules made and The Housing Finance Companies (NHB)
there under to the extent applicable; and circulars, Directions, 2010 and Housing Finance Company
notifications, clarifications, Removal of Difficulties Issuance of Non-Convertible Debentures on
Orders or such other relevant statutory material issued Private Placements (NHB) Directions, 2014 for
by the Ministry of Corporate Affairs from time to time; Housing Finance Companies.
2.
The Securities Contracts (Regulation) Act, 1956 (b) Credit Information Companies (Regulation) Act,
(‘SCRA’) and the Rules made there under; 2005 and Rules.
3. The Depositories Act, 1996 and the Regulations and (c)

The Prevention of Money-Laundering Act,
Bye-laws framed there under; 2002 and the Prevention of Money Laundering
(Maintenance of Records, etc.) Rules, 2005.
4.
Foreign Exchange Management Act, 1999 and the
Rules and Regulations made there under to the extent of (d) The Securitisation and Reconstruction of Financial
Foreign Direct Investment, Overseas Direct Investment Assets and Enforcement of Security Interest Act,
and External Commercial Borrowings, RBI Master 2002.
Circulars issued from time to time and Operational
Guidelines issued by FIMMDA (Fixed Income Money (e) Guidelines with respect to SEBI KYC registration
Market and Derivatives Association of India) effective agency (KRA) Regulations, 2011.
from June 30, 2001 (as amended from time to time)
w.r.t. Issue of Commercial Papers; (f)
SEBI (Prohibition of Fraudulent and Unfair
Trade Practices relating to Securities Market)
5. The following Regulations and Guidelines prescribed Regulations, 2003.
under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’):- (g) Securities and Exchange Board of India (Mutual
Funds) Regulations, 1996 as amended and SEBI
(a)
The Securities and Exchange Board of India circular dated September 13, 2012 as regards
(Substantial Acquisition of Shares and Takeovers) the registration with Association of Mutual Funds
Regulations, 2011, as amended; in India, to the extent applicable.
(b)
The Securities and Exchange Board of India (h) With respect to the Company’s business activity
(Prohibition of Insider Trading) Regulations, 2015, of acting as Corporate Agent for sale of Life
as amended; and General Insurance products, the following
Acts / laws / Rules / Regulations, to the extent
(c)
The Securities and Exchange Board of India
applicable:
(Employee Stock Option Scheme and Employee
Stock Purchase Scheme) Guidelines, 1999 and i. The Insurance Act, 1938, and Rules framed
The Securities and Exchange Board of India thereunder, the Insurance Regulatory and
(Share Based Employee Benefits), Regulations, Development Authority of India Act, 1999,
2014, as amended; and the regulations, guidelines, notifications,
(d)
The Securities and Exchange Board of India circulars and directives issued thereunder
(Issue and Listing of Debt Securities) Regulations, and in force, to the extent applicable to
2008, as amended; Corporate Agents.
(e)
The Securities and Exchange Board of India ii.
IRDAI (Registration of Corporate Agents)
(Registrars to an Issue and Share Transfer Agents) Regulations, 2015, and guidelines for the
Regulations, 1993 regarding the Companies Act purpose.
and dealing with client as amended; and
iii.
Anti Money Laundering (AML) Guidelines.
(f)
The Securities and Exchange Board of India (30/IRDA/AML/CIR/AUG-09).
(Listing Obligations and Disclosure Requirements)
iv. The Insurance Regulatory and Development
Regulations, 2015, as amended.
Authority of India (IRDA) Guidelines on
6.
Based on the nature of business activities of the ‘Indian owned and controlled’ (Control
Company, the following specific Acts / Laws / Rules / Guidelines) applicable from October 19,
Regulations are applicable to the Company: 2015, to the extent applicable.
(a)
The National Housing Bank Act, 1987, and all v.
Insurance Regulatory and Development
the Rules, Regulations, Circulars, Directions Authority of India Act, 1999 and Insurance
and Guidelines prescribed / issued thereunder Laws (Amendment) Act, 2015.
81
(i) Labour Laws to the extent applicable based on and Committees thereof AND deficiency in complying with
the nature of activities of the Company. the provisions of Regulation 17(1) (a) and (c) of SEBI (LODR)
Regulations, 2015, for a short period in the last month of the
With respect to the compliance of provisions of Listing of year under Audit.
Rupee Denominated Medium Term Notes Programme
(Masala Bonds) on London Stock Exchange, we have W.r.t. filling of vacancy occurred due to resignation of
completely relied upon the representation made by the Independent Directors, Section 149 of the Act read with Rule 3
Company Management. of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, and Regulation 25 (6) of SEBI (LODR)
(B)
We have also examined compliance with the applicable Regulations, 2015 provides for a period of 3 months from the
clauses of the Secretarial Standards for Board Meetings date of such vacancy. It is noticed from the records of the
(SS–1) and for General Meetings (SS–2) as applicable from Company that the same was regularized within the statutory
time to time. permitted time period as referred herein above though after
the year under audit.
It may please be noted that the compliance of applicable financial
laws including Direct and Indirect Tax Laws; maintenance There was no CS and CFO (KMP) during the 16 days’ period
of Financial Records and Books of Accounts etc. including from March 16, 2019 to March 31, 2019. However, Section 203
compliance of applicable Accounting Standards by the Company (4) of the Companies Act, 2013 provides for a period of 6
has not been reviewed by us for the purpose of this Audit since months to fill such vacancy.
the same has been subject matter of audit / review by the Joint
Statutory Auditors and / or other designated professionals. Further, Adequate notice had been given to all Directors to schedule the
we have also relied upon the certificates / reports/ legal opinions, Board & Committee Meetings, agenda and detailed notes on
as the case may be, issued by the Joint Statutory Auditors and / or agenda were sent at least seven days in advance and in cases
other designated professionals, wherever applicable. where shorter notice was given for Board Meeting(s), at least one
Independent Director was present at such meeting(s) and that
We have not verified the correctness and appropriateness or the system exists for seeking and obtaining further information
otherwise of the allegations on the Company by COBRAPOST and clarifications on the agenda items before the Meeting and for
News Portal. Further, in this matter, we have referred and relied meaningful participation at the Meeting.
upon the Report of the Special Auditors i.e. M/s. T. P. Ostwal &
Associates LLP, Chartered Accountants, Mumbai, appointed for As per the Minutes of the Meetings recorded and signed by the
this specific purpose by the Company, the report of the Joint Chairman, the decisions of the Board as well as the Committees
Statutory Auditors of the Company and the representation thereof were unanimous as no dissenting views have been
made by the Company Management. recorded.
During the year under audit, the Company has complied with the We further report that
provisions of the Acts, Rules, Regulations, Guidelines, Standards,
Based on the review of the compliance reports and the certificates
etc. as mentioned above except / other than the qualifications and
of the Chairman & Managing Director, Joint Managing Director &
observations contained in Annexures – I & II hereto respectively.
CEO and Company Secretary & Compliance Officer and taken
During the year under audit, the provisions of the following on record by the Board of Directors of the Company, in our
Regulations (as enumerated in the prescribed format of Form opinion, there are adequate systems and processes in place in
MR - 3) were not applicable to the Company: the Company commensurate with the size and operations of the
company to monitor and ensure compliance with applicable laws,
(i) The Securities and Exchange Board of India (Delisting of rules, regulations and guidelines referred to herein above subject
Equity Shares) Regulations, 2009; to the Qualifications and Observations given in enclosed
Annexures – I & II respectively which form integral part hereof.
(ii) The Securities and Exchange Board of India (Buyback of
Securities) Regulations, 1998. We further report that during the year under audit the Company
had specific events / actions as detailed in Annexure - III to this
(iii) The Securities and Exchange Board of India (Issue of Capital Report having impact on the Company’s affairs in pursuance of
and Disclosure Requirements) Regulations, 2009 the above referred laws, rules, regulations, guidelines, standards,
etc. referred to hereinabove.
We further report that
The Board of Directors of the Company is duly constituted with

proper balance of Executive Directors, Non-Executive Directors For JAYSHREE DAGLI & ASSOCIATES
and Independent Directors. The changes in the composition of COMPANY SECRETARIES
the Board of Directors that took place during the year under review Unique Code: S1995MH013400
were carried out in compliance with the provisions of the relevant
Act except that the resignation of Independent Directors Place : Mumbai JAYSHREE S. JOSHI
caused imbalance in constitution of the Board of Directors Date : July 22, 2019 F.C.S. 1451; C.P. 487

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Annexure - I
QUALIFICATIONS
1. RPT COMPLIANCE: 4. NHB had vide its letter dated June 29, 2019 issued a show
cause notice stating deficiency in compliance with the
a.
Pursuant to Regulation 23 of SEBI (LODR) provisions of Para 27(2) of the HFC (NHB) Directions,
Regulations, 2015, all Related Party Transactions 2010 in respect of the re-schedulement of 12 Slum
should have prior approval of the Audit Committee. Redevelopment Project Loans and 1 Non-Housing Loan
However, temporary loan of ` 30 crore sanctioned without seeking approval of the NHB.
and disbursed on March 15, 2019 to Wadhawan
Global Capital Limited, a related party, had post Subsequently, vide its Penalty Notice No. NHB[ND] /
facto approval of the Audit Committee (on May 3, HFC/ DRS / Sup / 7879 / 2018 dated August 9, 2018, NHB
2019 being after the year under Audit). imposed a penalty of ` 65,000/- plus taxes for the said
deficiency and the same was then paid by the Company.
b.
Pursuant to Regulation 23 of SEBI (LODR) Regulations,
2015, all Related Party Transactions should have prior 5. The Company, its all directors and KMP were served upon
approval of the Audit Committee. However, Property a complaint from a person claiming to be a shareholder
Term Loan of ` 27,97,64,893/- sanctioned on March 27, who had also filed case/ petition before Chief Metropolitan
2018 and disbursed on March 28, 2018 to Wadhawan Magistrate, Patiala Court and Writ Petition before the
Holdings Private Limited, a related party, had post Supreme Court. However, a letter for withdrawal of the
facto approval of the Audit Committee (on July 13, petition was filed by the Petitioner on March 12, 2019.
2019 being after the year under Audit). Since, the petition was not registered and was at diary
stage the same was permitted to be withdrawn on
c. Mr. G.P Kohli, an Independent Director and a member April 22, 2019
of the Audit Committee, resigned as Director w.e.f.
March 29, 2019. An Agenda of approval of a Related The above complaint was followed by Cobra Post News
Party Transaction was proposed to be considered at Portal on account of which, the Company had received
the Meeting of Audit Committee scheduled on March inquiry notices from various authorities including inter
29, 2019 where there was no valid quorum as per alia Stock Exchanges, SEBI, NHB, MCA etc. seeking
clarification on allegations made on the Company and its
Regulation 18 (2) (b) of SEBI (LODR) Regulations,
Directors / Promoters vide said News Portal.
2015. Hence, there was no valid meeting of the Audit
Committee.

The management of the Company had appointed
Independent Firm of Chartered Accountants viz.
However, immediately after the conclusion of the
M/s. T. P. Ostwal and Associates LLP to investigate into
said Meeting of the Audit Committee, the Board
the correctness of the allegations made by Cobra Post
at its Meeting approved the said Related Party
News Portal. They had given their Report dated March 5,
Transaction.
2019. Action Taken Report of the Management on various
aspects highlighted by M/s. T. P. Ostwal and Associates LLP
2. ECB COMPLIANCE:
were presented to Audit Committee, Board of Directors
In most of the cases, the Company has filed ECB2 and Joint Statutory Auditors. The Joint Statutory Auditors
(Return) with AD on or after the cut-off (last provided) had provided to the Audit Committee their suggestions on
date for submission of report to the RBI through AD. the scope and coverage as well as additional areas that
needed to be covered to ensure comprehensiveness of
MISC.COMPLIANCE: the coverage of the investigation and observations on the
findings by Independent Firm of Chartered Accountants.
3. At the ALCO Meetings held on February 26, 2019 and However, till the date of this report we are not aware of any
March 28, 2019, neither the CEO nor CFO was present such action taken by the Company in response thereto.
though required to be chaired by either CEO or CFO
pursuant to the ALM Policy of the Company. The Joint On account of Cobra Post News Portal, the Company,
its Promoter Directors and KMPs were issued summons
Managing Director and CEO had resigned w.e.f. February
from the ROC (MCA), vide letter no. ROC-M/Inqs.206/
13, 2019 and Chief Financial Officer (CFO) had resigned
DDPL/48/02/2019/56 dated February 8, 2019, summoning
w.e.f. March 16, 2019.The said two meetings held on
personal presence with documents/ details as mentioned
February 26, 2019 and February 28, 2019,were therefore
therein and representation was made in response thereto.
chaired by Mr. S. Govindan, one of the other members of
Certain additional information / explanation / documents
the Committee and therefore, could not be considered as
were then sought to be submitted to the ROC (MCA)
validly held meetings.
which were provided subsequently.
83

Following the above referred Summons, the MCA i.e. July 3, 2019 to July 22, 2019 was levied by each of the
(through the Western Region Director) vide its letter said two stock exchanges and the same was paid by the
No. ROC/Inq 206/DHFL/45/02/2019/25 dated February 5, Company on July 31, 2019.
2019 ordered inspection pursuant to Section 206 of the
Act. In continuation of the said Inspection by the MCA, 7. The Company had sought exemption from NHB from
various documents, clarifications, explanations with dilution of 1% stake in DHFL Pramerica Life Insurance
supporting documents were called by the RD(MCA) Company Ltd. (DPLI) vide its chain of communications.
which the Company had furnished and is also in process However, ultimately NHB vide its letter No. NHB (ND)/
of furnishing. HFC/DRS/Sup./A-2459/2018 dated November 14, 2018
rejected the same and granted extension of 6 months to
Inspection/Investigation is still being carried on by certain the Company to bring down the shareholding percentage
parties including Lenders to ascertain genuineness of the to 50% in DPLI. However, though the said time period
allegations made against the Company. In view thereof, was over in May, 2019, the Company is still in process of
we are not in the position to comment on the correctness/ complying with the same.
authenticity/ genuineness of the said allegations.
8. In some cases, the Company had delayed in transferring
6. The Company was in receipt of Penalty Notice from NSE to Investor Education and Protection Fund (IEPF), the
as well as BSE for delay up to July 3, 2019, in submission unclaimed amount of Public Deposits and / or Interest
of Audited Financial Statements for the year ended March payable on the Public Deposits.
31, 2019. Each of the two stock exchanges had levied
penalty of ` 1,82,900 (including GST) and the same was 9.
During the year under audit, the Company had paid
paid by the Company on July 3, 2019. However, Financials excess remuneration to the Joint Managing Director &
were submitted on July 22, 2019, to both the Stock CEO i.e. remuneration beyond the permissible limits
Exchanges in compliance with Regulation 33 of the SEBI under Section 197 of the Companies Act, 2013, read with
(LODR) Regulations, 2015. Therefore, additional penalty Schedule V to the Act without obtaining shareholders’
of ` 1,29,800 (including GST) for further period of delay approval.
Annexure - II
OBSERVATIONS
1. The Company has in place Whistle Blower Policy. Pursuant / information / documents on certain compliance issues.
to the same, during the year under audit, the Chairman of However, from the records of the Company provided to us for
Audit Committee / Board / Company Secretary received 1 examination / audit purpose, it is observed that the Company
(one) complaint which was resolved. has provided the documents / information / clarification /
explanation to the NHB and that the required compliance
2. The Company had received in aggregate 1,731 Investors’ were either complied with or were being complied with by
Complaints namely 29 Complaints w.r.t. Equity Shares, the Company.
1,674 w.r.t. Debentures and 28 w.r.t. Fixed Deposits, during
the year under Audit and that all of those complaints were During February & March 2019, there was also the Inspection
resolved within the time prescribed under the SEBI (Listing carried out by the NHB for financial year ended March 31,
Obligations & Disclosure Requirements) Regulations, 2015. 2018. Their observation letter dated July 3, 2019 was issued
after the year under audit, seeking clarifications / explanation
3. During the year under audit, NHB had conducted inspection / information / documents on certain compliance issues. The
under PMAY CLSS (for EWS/LIG and MIG) from August 7, Company is provided time of 21 days to reply to the same
2018 to August 8, 2018 w.r.t. the Financial Year 2017-18. The along with necessary and relevant clarification / explanation
observations based on the Inspection were communicated / information / documents on certain compliance issues
to the Company by NHB vide its letter No. NHB / BRO / raised by the NHB vide their said letter dated July 3, 2019.
MRCPD / 2157 / 2018 dated August 30, 2018. As informed The Company has yet to provide its reply to the said letter.
to us, the Company has submitted reply to the same and Pending response from the management of the Company,
the required compliances were either complied with or were we are unable to comment if the observations / issues raised
being complied with by the Company. in the said letter of the NHB would have any impact inter alia
on compliance w.r.t. RPT and other disclosures.
4. During January 2018, there was an Inspection carried out
by the NHB for the financial year ended March 31, 2017. 5. Insurance Regulatory and Development Authority of India
Their report thereon dated April 5, 2018 was received during (IRDAI) had conducted onsite inspection from March 1, 2017
the year under audit seeking clarifications / explanation to March 3, 2017. In connection therewith, IRDAI issued an

1 2 3
advisory letter vide letter No. IRDAI / Enforcement / 2017 / (Jt. Statutory Auditors) and M/s. Bansal Bansal &
154 / Adv dated October 4, 2019. From the records of the Company, Chartered Accountants.
Company provided to us for examination / audit purpose, it
is observed that the Company has provided with required (b) Writ Petition filed before the Hon’ble Supreme Court
documents / information/ clarification / explanation to the of India under Article 32 of the Constitution of India
(IRDAI) indicating / conveying that the required compliances by a person claiming to be a shareholder against
were duly complied with by the Company. Further, from the the Promoter Directors of the Company viz. Mr. Kapil
records of the Company provided to us for examination / Wadhawan and Mr. Dheeraj Wadhawan and some of
audit purpose, it is observed that no show cause or penalty the regulatory authorities as well as Union of India.
notice was issued by the IRDAI during the year under review. However, a letter for withdrawal of the petition was filed
by the Petitioner on March 12, 2019. Since, the petition
6. The Company had received communications from the BSE was not registered and was at diary stage, the same
and NSE on January 29, 2019 & January 30, 2019 with was permitted to be withdrawn on April 22, 2019
respect to Cobrapost News Portal seeking clarification for
the same. The Company had submitted its reply with BSE The Company had obtained legal opinion from
and NSE denying the allegations made by Cobrapost. M/s. Bharucha & Partners, Advocates & Solicitors
to ascertain whether the Company was required
Pursuant to the Allegations through press release by to disclose the aforesaid Complaint to the stock
Cobrapost, the Audit Committee of the Company had, exchanges. On the basis of their opinion, it was
on January 31, 2019, appointed an independent Firm of concluded by the Company’s Board of Directors that
Chartered Accountants viz. M/s. T. P. Ostwal & Associates the aforesaid matters were not required to be disclosed
LLP, Mumbai, to conduct an Independent review of to the stock exchanges as per the provisions of SEBI
allegations made against the Company. M/s. T. P. Ostwal & (LODR) Regulations, 2015.
Associates LLP submitted their report on March 5, 2019. The
Audit Committee Meeting held on the even date, perused 8. The Board authorised The Chairman & Managing Director
the same. Executive Summary of the said Report was filed (CMD) with certain powers to sanction the loans. However,
with Stock Exchanges on March 5, 2019. briefing/noting of such loans sanctioned by the CMD was
not captured in minutes of the meetings of the Board or
As recommended by the Audit Committee, the Report of Finance Committee as the case may be.
M/s. T. P. Ostwal & Associates LLP was forwarded to Joint
Statutory Auditors of the Company for their perusal and 9. It is observed that during the last quarter of the Year under
suggestions thereon. The Joint Statutory Auditors had, Audit, there was constant and steep downgrading of the
vide their letter dated March 13, 2019, suggested further Company’s credit rating by the Credit Rating Agencies.
verifications / investigations to be made in the matter.
However, we are not in the position to comment whether any 10. It was observed that based on the approval of the Board
such action was taken by the Company till the date of this of Directors of the Company, 1,19,75,600 (One Crore
Report. Nineteen Lakh Seventy Five Thousand Six Hundred only)
ESAR granted under Grant VII and Grant VIII issued under
7. The Company was in receipt of the following: the DHFL ESAR Plan 2015 to the eligible employees of the
Company were cancelled w.e.f. March 20, 2019.
(a)
a complaint filed before Court of Learned Chief
11. Company was required to spend ` 2,659 lakh on Corporate
Metropolitan Magistrate, Patiala House Court, New
Social Responsibility (CSR) activity as per CSR Rules
Delhi under Sections 403/405/415/420/467/471/47
under the Companies Act 2013. However, during the year,
4/506/507 and 34 of the Indian Penal Code, filed by
Company has spent ` 2,719 lakh on Corporate Social
a person claiming to be a shareholder against the
Responsibility (CSR) activity.
Company, Directors, Key Managerial Personnel,
M/s. Chaturvedi & Shah LLP, Chartered Accountants
85
Annexure - III
TABLE SHOWING SPECIFIC EVENTS AND ACTIONS OF
DEWAN HOUSING FINANCE CORPORATION LIMITED FOR THE FINANCIAL YEAR 2018-19
Sr. Particulars of Events and Actions Date of Board Date of General

No. or Committee Meeting / Postal
Resolution Ballot Resolution
Board Meetings
1 Approval to Annual Commission payable to CMD of the Company for FY 2017-18 of 30/04/2018 -
`1.50 crore.
2 Approval to Annual Performance Bonus payable to the Joint M.D. and CEO of the 30/04/2018 -
Company for the F.Y. 2017-18 of ` 1.25 crore.
3 Noting of Fire incident which took place at Mahaper storage facility of Stockholding 30/04/2018 -
DMS (SHCIL), the vendor for storage of the customer title deeds of the Company,
resulted in damaging of few Loan Documents (including Title Deeds of the Borrowers
of the Company) noted by the Board. It was also noted that SCHIL had undertaken to
bear any additional legal costs arising out of customer demands / litigations.
4 Approval for fund raising by way of issue of following securities on private placement 27/06/2018 AGM 27/06/2018
basis:
a. Non-Convertible Secured/Unsecured Redeemable Debentures [NCDs] upto an
amount of ` 10,000 crore;
b. Non-Convertible Subordinated Unsecured Debentures [NCDs] upto an amount
of ` 1,000 crore; and
c. Non-Convertible Perpetual Unsecured Debentures [NCDs] upto an amount of
` 1,000 crore.
5 Approval for revision in remuneration of Mr. Harshil Mehta (DIN: 03038428), Jt. MD & 27/06/2018 -
CEO of the Company for the FY 2018-19.
6 Approval for investment not exceeding ` 200 crores in Avanse Financial Services 13/08/2018 -
Limited.
7 Approval for Buy-back of Commercial Papers. 13/08/2018 -
8 Approval for raising of funds by way of issuance of equity shares of the Company 13/08/2018 Postal Ballot;
and/or other securities of the Company including by way of preferential issue or 15/09/2018
qualified institution placement, subject to approval of Members of the Company.
9 Approval to incorporate a Wholly Owned Subsidiary with name “DHFL Holdings Circular Resolution -
Limited” and to issue NOC for the use of trade name “DHFL”. passed on
30/08/2018 Noted
in Board Meeting
held on 21/11/2018
10 Approval for sale of 50% equity stake i.e. 17.12% being held directly and 32.88% 18/12/2018 -
equity stake held through its wholly owned subsidiary i.e. DHFL Advisory &
Investments Private Limited(DAIPL) in DHFL Pramerica Asset Managers Private
Limited and 50% equity stake held in DHFL Pramerica Trustees Private Limited to
Prudential Financial Inc., subject to receipt of Regulatory approvals.
11 Renewal of Registration as Corporate Agent under Insurance Regulatory and 18/12/2018 -
Development Authority of India under the IRDAI (Registration of Corporate Agents)
Regulations, 2015.
12 Approval for reappointment of Mr. G.P. Kohli, Mr. Vijay Chopra and Mr. Mannil 25/01/2019 Postal Ballot:
Venugopalan as Independent Directors for the second term of 5 consecutive years. 06/03/2019
13 Approval for keeping the Register and Index of Members and Debenture holders 25/01/2019 Postal Ballot:
along with the copies of Annual Return as per the Companies Act, 2013, at a place 06/03/2019
other than the Registered office of the Company.
14 Approval for revision in the sitting fees of the Board of Directors and Committees of 25/01/2019 -
the Board of Directors of the Company.

1 2 3

15 Approval for relocation of National Office and all departments functioning therein. 25/01/2019 -
16 Approval for sale of Corporate Strategic long-term investments held by the Company 31/01/2019 -
in various associate / subsidiary Company(ies) and constitution of Special Committee
for the same.
17 Noting of Resignation of Mrs. Vijaya Sampath (DIN: 00641110), Independent Director Circular Resolution -
from the Board of the Company. passed on
12/02/2019
Noted in 203rd
Board Meeting held
on 29/03/2019
18 Noting of Resignation of Mr. Harshil Mehta (DIN: 03038428), Whole Time Director Circular Resolution -
(Designated as Joint M.D & CEO) from the Board of the Company. passed on
13/02/2019
Noted in 203rd
Board Meeting held
on 29/03/2019
19 Noting of Resignation of Mr. Vijay Kumar Chopra (DIN: 02103940), Independent Circular Resolution -
Director from the Board of the Company. passed on
11/03/2019
Noted in 203rd
Board Meeting held
on 29/03/2019
20 Noting of Resignation of Ms. Niti Arya, Company Secretary and Compliance officer Circular Resolution -
of the Company. passed on
16/03/2019
Noted in 203rd
Board Meeting held
on 29/03/2019
21 Noting of Resignation of Mr. Santosh Sharma from the position of Chief Financial Circular Resolution -
Officer of the Company and his re-designation as the Head-Corporate Strategy. passed on
16/03/2019
Noted in 203rd
Board Meeting held
on 29/03/2019
22 Approval for appointment of Mr. Sunjoy Joshi (DIN: 00449318) as an Additional Circular Resolution -
Director in the category of Independent Director of the Company. passed on
26/03/2019
Noted in 203rd
Board Meeting held
on 29/03/2019
23 Approval for appointment of Mr. Srinath Sridharan (DIN: 03359570) as an Additional Circular Resolution -
Director in the category of Non-Executive Director of the Company. passed on
26/03/2019
Noted in 203rd
Board Meeting held
on 29/03/2019
24 Approval for appointment of Mr. Alok Kumar Misra (DIN: 00163959) as an Additional Circular Resolution -
Director in the category of Independent Director of the Company. passed on
26/03/2019
Noted in 203rd
Board Meeting held
on 29/03/2019
87

25 Appointment of Mr. P.K. Kumar as the Principal Officer of the Company under NHB 29/03/2019 -
Regulations, 1987 and Financial Intelligence Unit (FIU) IND.
26 Approval for cancellation of Grant VII and Grant VIII of Employee Stock Appreciation 29/03/2019 -
Rights issued under the Dewan Housing Finance Corporation Limited-Employee
Stock Appreciation Rights Plan 2015, to the eligible employees of the Company.
27 Noting of Resignation of Mr. G.P. Kohli (DIN - 00230388), Independent Director from 29/03/2019 -
the Board of the Company.
28 Noting of Resignation of Mr. Mannil Venugopalan (DIN -00255575), Independent 29/03/2019 -
Director from the Board of the Company.
Audit Committee
1 Approval for appointment of CFO in DAIPL and noting the terms of reference of CS, 25/07/2018 -
CFO and Internal Auditor of DAIPL.
2 Prior Approval for availing Group Health Insurance Policy for the employees of the Circular Resolution -
Company from DHFL General Insurance Limited. passed on
08/09/2018
Noted in 85th ACM
held on 21/09/2018
3 Prior Approval for Modification to the terms of Trade Marks License Agreement with Circular Resolution -
the DHFL General Insurance limited for the use of DHFL Trademark. passed on
28/09/2018
Noted in 86th ACM
held on 21/11/2018
4 Prior Approval for sale of Investments of the Company amounting to ` 410.067 crore Circular Resolution -
to Aadhar Housing Finance Limited. passed on
04/10/2018
Noted in 86th ACM
held on 21/11/2018
5 Prior Approval for Sell down of Plot Loan Portfolio of the Company to Aadhar Housing Circular Resolution -
Finance Limited. passed on
01/11/2018
Noted in 86th ACM
held on 21/11/2018
6 Prior Approval for purchase of securities amounting to ` 168 crore from Aadhar Circular Resolution -
Housing Finance Limited. passed on
28/12/2018
Noted in 87th ACM
held on 31/01/2019
7 Appointment of M/s. T.P. Ostwal& Associates LLP, Chartered Accountants, Mumbai, 31/01/2019 -
independent professionals to conduct an independent review of allegations made Ratification by
against the company by COBRAPOST. Board:
Circular Resolution
passed on
22/02/2019
Noted in 203rd
Board Meeting held
on 29/03/2019

1 2 3

Finance Committee Meeting
1 Allotment of 10,000 Unsecured Redeemable rated Listed NCD in nature of Circular Resolution -
Subordinated Debt on Private placement basis passed on
12/04/2018
Noted in 355th FCM
held on 18/04/2018
2 Allotment of secured Rupee denominated bonds Overseas settled in USD for an 18/04/2018 -
amount not exceeding USD 2 billion (equivalent in INR).
3 Approval for allotment of the equity shares to eligible employees of the Co. on 04/07/2018 -
exercise of the following:
a. Employee Stock Appreciation Rights (ESARs) under DHFL-Employee Stock
Appreciation Rights-2015 [DHFL-ESAR Plan-2015] &
b.
Dewan Housing Finance Corporation Limited Employee Stock Option OS
Scheme 2008)
4 Allotment of 5,000 Secured, Redeemable, Non-Convertible Debentures (NCDs) of 28/08/2018 -
`10 Lakh aggregating to `500 Crore.
`10 Lakh each aggregating to `1,250 Crore.
8 Approve allotment of 15,000 Secured, Redeemable, Non-Convertible Debentures 16/11/2018 -
(NCDs) of `10 Lakh each aggregating to `1,500 Crore.
9 Allotment of 24,433 Eq. shares eligible employees of the Co. on exercise of ESAR Circular Resolution -
under DHFL ESAR 2015. passed on
19/12/2018
Noted in 375th FCM
held on 24/12/2018
NCD Public Issue Meeting
1 Allotment of 10,94,47,863 Secured Redeemable NCD aggregating to ` 10,945 Crore 04/06/2018 -
and constitution of NCD Public Issue Committee for the same. Approved by Board
of Directors on
30/04/2018
Special Committee Meeting
1 Approval for sale of 23,01,090 (9.15%) equity shares i.e. entire shareholding of the 02/02/2019 -
Company in Aadhar Housing Finance Limited to BCP Topco VII Pte Limited, subject
to receipt of regulatory and other approvals.
2 Approval for sale of 1,92,50,719 (30.63%) Equity Shares i.e. entire shareholding of 16/03/2019 -
the Company in Avanse Financial Services Limited to Olive Vine Investment Limited,
subject to receipt of regulatory and other approvals.
MISCELLANEOUS
1 Complaint Dated January 15, 2019 from a person claiming to be a shareholder of - -
the Company.
2 Press Release from COBRAPOST. - -
89
Annexure - 8
CERTIFICATE ON COMPLIANCE OF CONDITIONS OF CORPORATE GOVERNANCE
To 7.
The procedures selected depend on the auditor’s
The Members, judgement, including the assessment of the risks associated
Dewan Housing Finance Corporation Limited in compliance of the Corporate Governance Report with the
applicable criteria. The procedures includes but not limited
1. This certificate is issued in accordance with the terms of to verification of secretarial records and financial information
our engagement with Dewan Housing Finance Corporation of the Company and obtained necessary representations
Limited (‘the Company’). We have examined the compliance and declarations from directors including Independent
of conditions of Corporate Governance by the Company, for Directors of the Company
the financial year ended on March 31, 2019 as stipulated
in Regulation 17 to Regulation 27 and clauses (b) to (i) 8. The procedures also include examining evidence supporting
of Regulation 46(2) and Para C, D, E of Schedule V of the particulars in the Corporate Governance Report on a
SEBI (Listing Obligations and Disclosure Requirements) test basis. Further, our scope of work under this report did
Regulations, 2015 (“SEBI Listing Regulations”). not involve us performing audit tests for the purposes of
expressing an opinion on the fairness or accuracy of any
MANAGEMENTS’ RESPONSIBILITY of the financial information or the financial statements of the
2. The preparation of the Corporate Governance Report is the Company taken as a whole.
responsibility of the Management of the Company including
the preparation and maintenance of all relevant supporting
OPINION
9. Based on the procedures performed by us as referred in
records and documents. This responsibility also includes the
paragraph 7 and 8 above and according to the information
design, implementation and maintenance of internal control
and explanations given to us, we certify that the Company
relevant to the preparation and presentation of the Corporate
has complied with the conditions of Corporate Governance
Governance Report.
as stipulated in the Listing Regulations, as applicable for
3. The Management along with the Board of Directors are also the year ended March 31, 2019, referred to in paragraph 1
responsible for ensuring that the Company complies with above.
the conditions of Corporate Governance as stipulated in the
Listing Regulations, issued by the Securities and Exchange This Certificate is neither an assurance as to the future viability
10.
Board of India. of the Company nor the efficiency or effectiveness with which
the management has conducted the affairs of the Company.
AUDITOR’S RESPONSIBILITY
4. Our responsibility is to provide a reasonable assurance in 11.
This Certificate is addressed to and provided to the
the form of an opinion whether the Company has complied members of the Company solely for the purpose of enabling
with the condition of Corporate Governance, as stipulated in it to comply with its obligations under the Listing Regulations
the Listing Regulation. and should not be used by any other person or for any other
purpose. Accordingly, we do not accept or assume any
5.
We have conducted our examination of the Corporate liability or any duty of care or for any other purpose or to
Governance Report in accordance with the Guidance Note any other party to whom it is shown or into whose hands
on Reports or Certificates for Special Purposes and the it may come without our prior consent in writing. We have
Guidance Note on Certification of Corporate Governance, no responsibility to update this Certificate for events and
both issued by the Institute of Company Secretaries of India circumstances occurring after the date of this Certificate.
(“ICSI”). The Guidance Note on Reports or Certificates for
Special Purposes requires that we comply with the ethical For Sawant & Associates
requirements of the Code of Ethics issued by ICSI. Company Secretaries
6. We have complied with the relevant applicable requirements

specified for Firms that Perform Audits and Reviews of Prachi P. Sawant
Historical Financial Information, and Other Assurance and Place: Mumbai ACS: 41210
Related Services Engagements. Date: August 6, 2019 CP No. 16317

1 2 3
Annexure - 9
FORM NO. MGT - 9

Extract of Annual Return
as on the financial year ended March 31, 2019
[Pursuant to Section 92(3) of the Companies Act, 2013, and Rule 12(1) of the
Companies (Management and Administration) Rules, 2014]
I. Registration and Other Details

i) Corporate Identity Number (CIN) of the Company L65910MH1984PLC032639
ii) Registration Date April 11, 1984
iii) Name of the Company Dewan Housing Finance Corporation Limited
iv) Category/Sub-Category of the Company Public Company, Limited by Shares
(Registered with National Housing Bank as a Housing Finance
Company bearing registration number 01.0014.01)
v) Address of the Registered office and contact details Warden House, 2nd Floor,
Sir P.M. Road, Fort, Mumbai 400 001
Telephone: +91 022-22029900
Fax: +91 022-22871985
Email: response@dhfl.com;
Website: www.dhfl.com
vi) Whether listed company Yes
vii) Name, Address and Contact details of Registrar For Equity Shares and Debentures issued on private placement basis
and Transfer Agent, if any Link Intime India Private Ltd.
C 101, 247 Park, L. B. S. Marg,
Vikhroli West, Mumbai – 400083
Tel. No.: +91 22-49186000
Fax No.: +91 22-49186060
E-mail: rnt.helpdesk@linkintime.co.in
For Debentures issued on public issue basis
Karvy Fintech Private Limited
(Operations shifted to Karvy Fintech Pvt. Ltd. w.e.f. November 17, 2018
vide Order of Hyderabad Branch of National Company Law Tribunal
from Karvy Computershare Pvt. Ltd., which was originally appointed
by the Company)
Karvy Selenium Tower B,
Plot no. 31 & 32, Financial District,
Nanakramguda, Gachibowli,
Hyderabad – 500 032
Telephone +91 40-67162222
Fax No.: +91 40-23420814
E-mail: einward.ris@karvy.com
II. Principal Business Activities of The Company

All the business activities contributing 10% or more of the total turnover of the company:-
NIC Code of the % to total turnover of
Sl No. Name and Description of main products/services
Product/service the Company
1. Carrying out activities of housing finance companies 65922 100%
(Housing Loan & Non-Housing Loans)
91
III. Particulars of Holding, Subsidiary and Associate Companies

Sl. Name and Address of the Company Corporate Identity Holding/ % of Shares Held Applicable
No. Number Subsidiary/ Section of the
Associate Companies
Act, 2013.
1. DHFL Advisory & Investments Private U67190MH2016PTC273074 Subsidiary 100.00 2(87)
Limited
DHFL House, 3rd – 7th Floor, 19 Sahar
Road, Off Western Express Highway,
Vile Parle (E), Mumbai - 400099
2. DHFL Investments Limited U74999MH2017PLC291108 Subsidiary 100.00 2(87)
DHFL House, 3rd – 7th Floor, 19 Sahar
Vile Parle (E), Mumbai - 400099
3. DHFL Changing Lives Foundation U85320MH2017NPL302380 Subsidiary Limited by 2(87)
Unit No. 1001, 10th Floor, TCG Financial Guarantee
Centre Plot-C-53, G-Block, Bandra
Kurla Complex, Bandra East, Mumbai -
400051 (Section 8 Company)
4. DHFL Holdings Limited U65999MH2018PLC314283 Subsidiary 100.00 2(87)
Unit No 1 to 7, Empressa, Survey
No.50AB, Plot No.19, Sahar Road,
Vile Parle East, Mumbai - 400057
5. Aadhar Housing Finance Limited U66010KA1990PLC011409 Associate 9.15 2(6)
(formerly known as DHFL Vysya
Housing Finance Limited )
2nd Floor, No. 3, JVT Towers, 8th A
Main Road, Sampangi Rama Nagar,
Hudson Circle, Bengaluru -560027
6. Avanse Financial Services Limited U67120MH1992PLC068060 Associate 32.49 2(6)
DHFL House, 1st Floor, 19 Sahar
Vile Parle (E), Mumbai – 400099
7. DHFL Ventures Trustee Company U65991MH2005PTC153886 Associate 45.00 2(6)
Private Limited (held through wholly
HDIL Towers, Ground Floor, owned subsidiary i.e.
Anant Kanekar Marg, Bandra East, DHFL Investments
Mumbai – 400051 Limited)
8. DHFL Pramerica Life Insurance U66000HR2007PLC052028 Joint 50.00 2(6)
Company Limited Venture (held through wholly
4th Floor, Building 9, Tower B, Cyber owned subsidiary i.e.
City, DLF City Phase – III, Gurgaon, DHFL Investments
Haryana- 122002 Limited)
9. DHFL Pramerica Asset Managers U74900MH2008FTC187029 Joint 50.00 2(6)
Private Limited Venture (17.12% held directly
2nd Floor, Nirlon House, Dr. Annie and 32.88% held through
Besant Road, Worli, Mumbai-400030 wholly owned subsidiary
i.e. DHFL Advisory &
Investments Private
Limited)
10. DHFL Pramerica Trustees Private U67190MH2009FTC193009 Joint 50.00 2(6)
Limited Venture
2nd Floor, Nirlon House, Dr. Annie
Besant Road, Worli, Mumbai-400030

1 2 3
IV. Share Holding Pattern (Equity Share Capital breakup as percentage of total equity)
i) Category-wise Shareholding
No. of Shares held at the beginning of the year No. of Shares held at end of the year (as on % Change
(as on 01/04/2018 i.e. as per shareholding pattern 31/03/2019 i.e. as per shareholding pattern of during the
Category of of 31/03/2018 31/03/2019 year i.e.
Shareholders Demat Physical Total % of Demat Physical Total % of Total Increase/
Total Shares (Decrease)
Shares
A. Promoters
(1) Indian
(a) Individuals / HUF 60,00,000 - 60,00,000 1.91 60,00,000 - 60,00,000 1.91 -
(b) Central Govt / - - - - - - - - -
State Govt(s)
(c) FIs / Banks - - - - - - - - -
(d) Any Other (Specify)
Bodies Corporate 11,70,49,714 - 11,70,49,714 37.32 11,70,49,714 - 11,70,49,714 37.30 (0.02)
Sub-total (A)(1) 12,30,49,714 - 12,30,49,714 39.23 12,30,49,714 - 12,30,49,714 39.21 (0.02)
(2) Foreign
(a) Individuals - - - - - - - - -
(Non-Resident
Individuals / Foreign
Individuals)
(b) Government - - - - - - - - -
(c) Institutions - - - - - - - - -
(d) Foreign Portfolio - - - - - - - - -
Investor
(e) Any other (Specify) - -
Sub Total (A)(2) - - - - - - - - -
Total Shareholding 12,30,49,714 - 12,30,49,714 39.23 12,30,49,714 - 12,30,49,714 39.21 (0.02)
of Promoter
and Promoter
Group(A)=(A)(1)+(A)(2)
B. Public
Shareholding
1. Institutions
(a) Mutual Funds / UTI 2,28,48,193 39,000 2,28,87,193 7.30 33,73,468 39,000 34,12,468 1.09 (6.21)
(b) Financial Institutions 69,57,648 400 69,58,048 2.22 1,15,83,801 400 1,15,84,201 3.69 1.47
/ Banks
(c) Central 2,000 - 2,000 - 2,000 - 2,000 - -
Government/ State
Government(s)/
President of India
(d) Venture Capital - - - - - - - - -
Funds
(e) Foreign Venture - - - - - - - - -
Capital Investors
(f) Insurance - - - - - - - - -
Companies
(g) Provident Funds/ - - - - - - - - -
Pension Funds
(h) Any Other (Specify)
Sub-total (B)(1) 2,98,07,841 39,400 2,98,47,241 9.52 1,49,59,269 39,400 1,49,98,669 4.78 (4.74)
2. Non-Institutions
a) Bodies Corporate
i) Indian 4,55,21,784 3,838 4,55,25,622 14.51 1,70,01,002 3,328 1,70,04,330 5.42 (9.10)
ii) Overseas
b) Individuals
Individual shareholders 2,44,11,148 9,24,896 2,53,36,044 8.08 6,28,15,820 7,34,311 6,35,50,131 20.25 12.17
holding nominal share
capital upto ` 1 lakh.
93
No. of Shares held at the beginning of the year No. of Shares held at end of the year (as on % Change
(as on 01/04/2018 i.e. as per shareholding pattern 31/03/2019 i.e. as per shareholding pattern of during the
Category of of 31/03/2018 31/03/2019 year i.e.
Shareholders Demat Physical Total % of Demat Physical Total % of Total Increase/
Total Shares (Decrease)
Shares
Individual shareholders 2,19,91,670 92,000 2,20,83,670 7.04 2,35,84,287 92,000 2,36,76,287 7.54 0.50
holding nominal share
capital in excess of
` 1 lakh
c) Others - Hindu 10,42,378 - 10,42,378 0.33 23,14,054 - 23,14,054 0.74 0.41
Undivided family
Clearing Member 24,45,620 - 24,45,620 0.78 97,98,015 - 97,98,015 3.12 2.34
Investor Education 89,647 - 89,647 0.03 1,74,411 - 1,74,411 0.06 0.03
and Protection Fund
Authority
Foreign Nationals - - - - - - - - -
FII- Foreign portfolio 6,24,96,367 - 6,24,96,367 19.92 5,54,00,892 - 5,54,00,892 17.65 (2.27)
Investor
Non Resident Indians 4,18,521 - 4,18,521 0.13 7,61,578 - 7,61,578 0.24 0.11
(Non Repat)
Non Resident Indians 13,01,041 - 13,01,041 0.41 30,45,901 - 30,45,901 0.97 0.56
(Repat)
Trusts 7,982 - 7,982 - 932 - 932 - -
Alternate investment 15,000 - 15,000 - 42,000 - 42,000 0.01 0.01
Funds
Sub Total (B)(2) 15,97,41,158 10,20,734 16,07,61,892 51.25 17,49,38,892 8,29,639 17,57,68,531 56.00 4.76
Total Public 18,95,48,999 10,60,134 19,06,09,133 60.77 18,99,04,271 8,69,039 19,07,73,310 60.79 0.02
Shareholding
(B)=(B)(1)+(B)(2)
C. Shares held by - - - - - - - - -
Custodian for
GDRs & ADRs
Grand Total (A+B+C) 31,25,98,713 10,60,134 31,36,58,847 100.00 31,29,53,985 8,69,039 31,38,23,024 100.00 -
ii) Shareholding of Promoters

Sl. Shareholder’s Name Shareholding at the beginning of the year Shareholding at the end of the year % change in
No. (as on 01/04/2018 i.e. as per shareholding (as on 31/03/2019 i.e. as per shareholding shareholding
pattern of 31/03/2018) pattern of 31/03/2019) during the
No. of Shares % of total % of Shares No. of % of total % of Shares year i.e.
Shares of the Pledged/ Shares Shares of the Pledged/ Increase/
Company encumbered to Company encumbered (Decrease)
total shares to total shares
1 Mr. Kapil Wadhawan 18,00,000 0.57 - 18,00,000 0.57 - -
2 Mr. Dheeraj Wadhawan 18,00,000 0.57 - 18,00,000 0.57 - -
3 Mrs Aruna Wadhawan 24,00,000 0.77 - 24,00,000 0.76 - (0.01)
4 Wadhawan Global 11,70,49,714 37.32 - 11,70,49,714 37.30 - (0.02)
Capital Limited
(formerly Wadhawan
Global Capital Pvt. Ltd.)
Total 12,30,49,714 39.23 - 12,30,49,714 39.21 (0.02)
Notes:
(a) There was no change in the absolute terms in the shareholding of promoters/promoter group. The variation in terms of percentage of their
shareholding was due to increase in the paid-up equity share capital of the Company on account of allotment of equity shares pursuant to exercise
of ESOPs / ESARs by the eligible employees of the Company on account of various ESOP/ESAR schemes of the Company.
(b) The percentage has been taken in two digit number and rounded off to nearest integer accordingly.

1 2 3
iii) Change in Promoters’ Shareholding

Shareholding at the Cumulative Shareholding
beginning of the year at the end of the year
Increase Decrease
(01/04/2018) (31/03/2019)
Sl. Date (No. of (No. of Reason
For Each of the Promoter % of total % of total
No. shares) shares)
shares shares
No. of shares No. of shares
of the of the
Company Company
1 Mr. Kapil Wadhawan 18,00,000 0.57 - - - - 18,00,000 0.57
2 Mr. Dheeraj Wadhawan 18,00,000 0.57 - - - - 18,00,000 0.57
3 Mrs. Aruna Wadhawan 24,00,000 0.77 - - - - 24,00,000 0.76
4 Wadhawan Global Capital 11,70,49,714 37.32 - - - - 11,70,49,714 37.30
Limited (formerly Wadhawan
Global Capital Private Limited)
Notes:
(a) There was no change in the absolute terms in the shareholding of promoters/promoter group. The variation in terms of percentage of their
shareholding was due to increase in the paid-up equity share capital of the Company on account of allotment of equity shares pursuant to exercise
of ESOPs/ ESARs by the eligible employees of the Company on account of various ESOPs/ESARs schemes of the Company.
(b) The percentage has been taken in two digit number and rounded off to nearest integer accordingly.
iv) Shareholding pattern of top ten shareholders (other than Directors, Promoters and Holder of
GDRs and ADRs)
as on 01/04/2018 i.e. Transactions during the year (31/03/2019 i.e. as per
as per shareholding shareholding pattern of
Sl.
Name pattern of 31/03/2018 31/03/2019
No.
% of total
% of Total
No. of Shares Date of No. of No. of
Reason Shares of the
shares held of the Transaction Shares Shares held
Company
Company
1 Life Insurance Corporation of 61,78,626 1.97 06 Apr 2018 (1,76,000) Market Sale 60,02,626 1.91
India
01 Jun 2018 1,44,000 Market Purchase 61,46,626 1.96
06 Jul 2018 2,73,565 Market Purchase 92,76,191 2.96
20 Jul 2018 4,59,109 Market Purchase 1,02,78,300 3.28
21 Sep 2018 55,000 Market Purchase 1,05,57,626 3.36
29 Sep 2018 2,36,500 Market Purchase 1,07,94,126 3.44
At the end of the year 1,07,94,126 3.44
2 Jhunjhunwala Rakesh 1,00,00,000 3.19 13 Apr 2018 (12,50,000) Market Sale 87,50,000 2.79
Radheshyam
25 May 2018 (3,50,000) Market Sale 84,00,000 2.68
01 Jun 2018 (1,00,000) Market Sale 83,00,000 2.64
08 Jun 2018 (1,00,000) Market Sale 82,00,000 2.61
22 Jun 2018 15,264 Market Purchase 82,15,264 2.62
06 Jul 2018 84,736 Market Purchase 87,50,000 2.79
13 Jul 2018 (3,00,000) Market Sale 84,50,000 2.69
20 Jul 2018 (1,00,000) Market Sale 83,50,000 2.66
12 Oct 2018 (10,50,000) Market Sale 89,50,000 2.85
95

Sl.
Name pattern of 31/03/2018 31/03/2019
No.
% of total
% of Total
Company
Company
19 Oct 2018 (8,49,000) Market Sale 81,01,000 2.58
02 Nov 2018 2,58,000 Market Purchase 83,59,000 2.66
30 Nov 2018 (6,30,500) Market Sale 77,28,500 2.46
08 Feb 2019 16,32,000 Market Purchase 93,60,500 2.98
08 Mar 2019 3,72,500 Market Purchase 1,00,00,000 3.19
At the end of the year 1,00,00,000 3.19
3 BNP Paribas Arbitrage 3,02,992 0.10 06 Apr 2018 (9,000) Market Sale 2,93,992 0.09
13 Apr 2018 (2,85,000) Market Sale 8,992 0.00
01 Jun 2018 54,500 Market Purchase 63,492 0.02
22 Jun 2018 (1,71,900) Market Sale 1,44,175 0.05
30 Jun 2018 (1,34,541) Market Sale 9,634 0.00
20 Jul 2018 55,500 Market Purchase 65,134 0.02
31 Aug 2018 (36,000) Market Sale 1,41,034 0.04
07 Sep 2018 (94,500) Market Sale 46,534 0.01
29 Sep 2018 52,86,509 Market Purchase 53,33,043 1.70
05 Oct 2018 31,48,971 Market Purchase 84,82,014 2.70
12 Oct 2018 (28,55,902) Market Sale 56,26,112 1.79
19 Oct 2018 (22,49,460) Market Sale 33,76,652 1.08
09 Nov 2018 (29,000) Market Sale 56,03,652 1.79
30 Nov 2018 (13,12,500) Market Sale 51,85,855 1.65
07 Dec 2018 21,55,500 Market Purchase 73,41,355 2.34
28 Dec 2018 20,57,101 Market Purchase 1,20,27,185 3.83
31 Dec 2018 25,57,000 Market Purchase 1,45,84,185 4.65
04 Jan 2019 (7,23,500) Market Sale 1,38,60,685 4.42
11 Jan 2019 (9,10,500) Market Sale 1,29,50,185 4.13
18 Jan 2019 (45,000) Market Sale 1,29,05,185 4.11
25 Jan 2019 (8,95,500) Market Sale 1,20,09,685 3.83
01 Feb 2019 (45,21,000) Market Sale 74,88,685 2.39
22 Feb 2019 72,000 Market Purchase 91,02,185 2.90
01 Mar 2019 (5,11,000) Market Sale 85,91,185 2.74
08 Mar 2019 (12,55,210) Market Sale 73,35,975 2.34
15 Mar 2019 (13,85,437) Market Sale 59,50,538 1.90
29 Mar 2019 14,43,000 Market Purchase 73,93,538 2.36
At the end of the year 73,93,538 2.36
4 East Bridge Capital Master 0 0.00 05 Oct 2018 30,00,000 Market Purchase 30,00,000 0.96
Fund I Ltd.
12 Oct 2018 38,237 Market Purchase 30,38,237 0.97
25 Jan 2019 4,03,500 Market Purchase 34,41,737 1.10

1 2 3

Sl.
Name pattern of 31/03/2018 31/03/2019
No.
% of total
% of Total
Company
Company
5 Government Pension Fund 13,39,519 0.43 01 Jun 2018 (5,97,324) Market Sale 7,42,195 0.24
Global
08 Jun 2018 (3,12,160) Market Sale 4,30,035 0.14
6 Vanguard Emerging Markets 34,27,288 1.09 04 May 2018 (6,720) Market Sale 34,20,568 1.09
Stock Index Fund, A Series of
Vanguard International Equity
Index Funds
11 May 2018 (6,384) Market Sale 34,14,184 1.09
01 Jun 2018 (5,040) Market Sale 34,09,144 1.09
15 Jun 2018 (5,040) Market Sale 34,04,104 1.08
22 Jun 2018 (1,25,210) Market Sale 32,78,894 1.04
30 Jun 2018 (75,601) Market Sale 32,03,293 1.02
06 Jul 2018 (9,261) Market Sale 31,94,032 1.02
13 Jul 2018 (14,749) Market Sale 31,79,283 1.01
28 Dec 2018 (3,48,045) Market Sale 28,31,238 0.90
29 Mar 2019 7,429 Market Purchase 29,17,156 0.93
7 Vanguard Total International 24,92,983 0.79 04 May 2018 87,878 Market Purchase 25,80,861 0.82
Stock Index Fund
24 Aug 2018 66,058 Market Purchase 26,46,919 0.84
14 Sep 2018 70,085 Market Purchase 27,17,004 0.87
8 Karvy Stock Broking Ltd (BSE) 2,61,915 0.08 06 Apr 2018 (18,775) Market Sale 2,43,140 0.08
13 Apr 2018 10,905 Market Purchase 2,54,045 0.08
20 Apr 2018 (53,276) Market Sale 2,00,769 0.06
27 Apr 2018 (15,693) Market Sale 1,85,076 0.06
04 May 2018 (34,371) Market Sale 1,50,705 0.05
11 May 2018 12,509 Market Purchase 1,63,214 0.05
18 May 2018 (227) Market Sale 1,62,987 0.05
25 May 2018 (6,282) Market Sale 1,56,705 0.05
15 Jun 2018 (34,204) Market Sale 1,31,201 0.04
22 Jun 2018 (10,001) Market Sale 1,21,200 0.04
30 Jun 2018 (3,661) Market Sale 1,17,539 0.04
20 Jul 2018 (30,653) Market Sale 1,09,815 0.04
97

Sl.
Name pattern of 31/03/2018 31/03/2019
No.
% of total
% of Total
Company
Company
10 Aug 2018 (8,793) Market Sale 1,55,901 0.05
17 Aug 2018 (22,120) Market Sale 1,33,781 0.04
24 Aug 2018 (34,144) Market Sale 99,637 0.03
31 Aug 2018 (4,242) Market Sale 95,395 0.03
05 Oct 2018 (1,47,638) Market Sale 13,72,672 0.44
12 Oct 2018 (1,55,885) Market Sale 12,16,787 0.39
02 Nov 2018 (5,58,479) Market Sale 22,44,425 0.72
09 Nov 2018 (45,615) Market Sale 21,98,810 0.70
16 Nov 2018 (1,29,835) Market Sale 20,68,975 0.66
23 Nov 2018 37,019 Market Purchase 21,05,994 0.67
07 Dec 2018 (1,92,454) Market Sale 24,22,052 0.77
14 Dec 2018 (2,30,041) Market Sale 21,92,011 0.70
21 Dec 2018 (1,46,871) Market Sale 20,45,140 0.65
28 Dec 2018 (3,44,561) Market Sale 17,00,579 0.54
31 Dec 2018 (5,278) Market Sale 16,95,301 0.54
04 Jan 2019 (2,48,612) Market Sale 14,46,689 0.46
11 Jan 2019 35,760 Market Purchase 14,82,449 0.47
22 Feb 2019 (2,81,723) Market Sale 21,51,430 0.69
01 Mar 2019 (77,041) Market Sale 20,74,389 0.66
22 Mar 2019 (3,42,114) Market Sale 25,68,599 0.82
9 PGGM World Equity BV 0 0.00 05 Oct 2018 4,16,477 Market Purchase 4,16,477 0.13
07 Dec 2018 (4,16,477) Market Sale 0 0.00
10 Angel Broking Limited 4,36,013 0.14 06 Apr 2018 (38,924) Market Sale 3,97,089 0.13
13 Apr 2018 10,234 Market Purchase 4,07,323 0.13
20 Apr 2018 (1,27,311) Market Sale 2,80,012 0.09
27 Apr 2018 (56,295) Market Sale 2,23,717 0.07
04 May 2018 (64,393) Market Sale 1,59,324 0.05
11 May 2018 33,514 Market Purchase 1,92,838 0.06

1 2 3

Sl.
Name pattern of 31/03/2018 31/03/2019
No.
% of total
% of Total
Company
Company
18 May 2018 (2,055) Market Sale 1,90,783 0.06
25 May 2018 261 Market Purchase 1,91,044 0.06
01 Jun 2018 (28,350) Market Sale 1,62,694 0.05
15 Jun 2018 (28,153) Market Sale 1,50,964 0.05
06 Jul 2018 (32,581) Market Sale 1,35,589 0.04
20 Jul 2018 (17,111) Market Sale 1,75,780 0.06
27 Jul 2018 (2,296) Market Sale 1,73,484 0.06
24 Aug 2018 (63,734) Market Sale 1,88,795 0.06
07 Sep 2018 (48,510) Market Sale 1,45,102 0.05
05 Oct 2018 (3,03,736) Market Sale 12,66,646 0.40
02 Nov 2018 (5,82,567) Market Sale 19,75,339 0.63
09 Nov 2018 3,187 Market Purchase 19,78,526 0.63
16 Nov 2018 (2,46,243) Market Sale 17,32,283 0.55
23 Nov 2018 (65,635) Market Sale 16,66,648 0.53
07 Dec 2018 (19,667) Market Sale 18,38,954 0.59
14 Dec 2018 (1,19,180) Market Sale 17,19,774 0.55
21 Dec 2018 (1,94,104) Market Sale 15,25,670 0.49
28 Dec 2018 (2,54,229) Market Sale 12,71,441 0.41
31 Dec 2018 (49,114) Market Sale 12,22,327 0.39
18 Jan 2019 (13,302) Market Sale 13,08,615 0.42
15 Feb 2019 (1,13,088) Market Sale 21,07,625 0.67
22 Feb 2019 (3,09,128) Market Sale 17,98,497 0.57
22 Mar 2019 (3,04,699) Market Sale 24,01,836 0.77
29 Mar 2019 (64,081) Market Sale 23,37,755 0.74
30 Mar 2019 (1,736) Market Sale 23,36,019 0.74
99

Sl.
Name pattern of 31/03/2018 31/03/2019
No.
% of total
% of Total
Company
Company
11 Aditya Birla Sun Life Trustee 35,60,665 1.13 06 Apr 2018 (13,72,165) Market Sale 21,88,500 0.70
Private Limited A/C Aditya Birla
Sun Life Arbitrage Fund
20 Jul 2018 (99,000) Market Sale 20,89,500 0.67
17 Aug 2018 1,24,500 Market Purchase 22,14,000 0.71
05 Oct 2018 (9,82,500) Market Sale 12,31,500 0.39
12 Oct 2018 (12,31,500) Market Sale 0 0.00
15 Feb 2019 (3,46,500) Market Sale 6,52,500 0.21
01 Mar 2019 (63,000) Market Sale 6,04,500 0.19
12 Galaxy Infraprojects & 1,04,35,404 3.33 01 Jun 2018 (84,35,404) Market Sale 20,00,000 0.64
Developers Private Limited
06 Jul 2018 (15,00,000) Market Sale 82,00,000 2.61
13 Jul 2018 (15,00,000) Market Sale 67,00,000 2.14
20 Jul 2018 (10,00,000) Market Sale 57,00,000 1.82
03 Aug 2018 (1,65,000) Market Sale 55,35,000 1.76
31 Aug 2018 (4,50,000) Market Sale 50,85,000 1.62
21 Sep 2018 (21,74,436) Market Sale 29,10,564 0.93
05 Oct 2018 (21,75,160) Market Sale 7,35,404 0.23
04 Jan 2019 5,72,335 Market Purchase 14,57,739 0.46
11 Jan 2019 (5,57,335) Market Sale 9,00,404 0.29
18 Jan 2019 (9,00,000) Market Sale 404 0.00
13 Copthall Mauritius Investment 26,43,195 0.84 06 Apr 2018 40,865 Market Purchase 26,84,060 0.86
Limited
20 Apr 2018 (1,44,599) Market Sale 25,39,461 0.81
27 Apr 2018 (9,29,700) Market Sale 16,09,761 0.51
01 Jun 2018 (6,80,775) Market Sale 9,28,986 0.30
22 Jun 2018 (78,100) Market Sale 8,50,886 0.27
06 Jul 2018 (1,01,072) Market Sale 7,49,814 0.24
13 Jul 2018 (93,899) Market Sale 6,55,915 0.21
14 Sep 2018 (1,55,695) Market Sale 5,57,630 0.18
21 Sep 2018 (1,42,408) Market Sale 4,15,222 0.13
05 Oct 2018 94,998 Market Purchase 14,72,747 0.47
12 Oct 2018 (1,189) Market Sale 14,71,558 0.47
02 Nov 2018 (34,524) Market Sale 14,37,034 0.46
23 Nov 2018 (4,03,500) Market Sale 18,98,549 0.61

1 2 3

Sl.
Name pattern of 31/03/2018 31/03/2019
No.
% of total
% of Total
Company
Company
30 Nov 2018 (2,81,940) Market Sale 16,16,609 0.52
07 Dec 2018 14,582 Market Purchase 16,31,191 0.52
14 Dec 2018 (14,582) Market Sale 16,16,609 0.52
08 Feb 2019 (1,61,660) Market Sale 14,54,949 0.46
15 Mar 2019 (11,71,545) Market Sale 2,83,404 0.09
22 Mar 2019 (1,45,400) Market Sale 1,38,004 0.04
14 Hemisphere Infrastructure India 1,07,17,778 3.42 11 May 2018 (10,00,000) Market Sale 97,17,778 3.10
Pvt Limited
18 May 2018 (5,00,000) Market Sale 92,17,778 2.94
08 Jun 2018 (5,00,000) Market Sale 89,67,778 2.86
15 Jun 2018 (1,50,000) Market Sale 88,17,778 2.81
22 Jun 2018 (6,00,000) Market Sale 82,17,778 2.62
30 Jun 2018 (7,59,917) Market Sale 74,57,861 2.38
06 Jul 2018 (11,00,000) Market Sale 63,57,861 2.03
27 Jul 2018 (5,00,000) Market Sale 58,57,861 1.87
05 Oct 2018 (40,00,000) Market Sale 18,57,861 0.59
08 Mar 2019 (58,57,861) Market Sale 0 0.00
At the end of the year 0 0.00
15 Silicon First Realtors Private 1,00,95,562 3.22 28 Dec 2018 (10,00,000) Market Sale 90,95,562 2.90
Limited
25 Jan 2019 (2,50,000) Market Sale 91,45,562 2.91
01 Feb 2019 (50,000) Market Purchase 90,95,562 2.90
01 Mar 2019 (70,00,000) Market Sale 20,95,562 0.67
08 Mar 2019 (20,95,562) Market Sale 0 0.00
16 Lazard Emerging Markets Small 30,21,367 0.96 20 Apr 2018 4,90,238 Market Purchase 35,11,605 1.12
Cap Equity Trust
22 Jun 2018 (4,45,209) Market Sale 30,66,396 0.98
31 Aug 2018 (93,285) Market Sale 29,73,111 0.95
08 Feb 2019 (45,21,511) Market Sale 0 0.00
17 Blue Diamond Properties 26,00,000 0.83 13 Apr 2018 (37,770) Market Sale 25,62,230 0.82
Private Limited
20 Apr 2018 (4,00,000) Market Sale 21,62,230 0.69
27 Apr 2018 (11,77,677) Market Sale 9,84,553 0.31
04 May 2018 (3,00,000) Market Sale 6,84,553 0.22
11 May 2018 (1,00,000) Market Sale 5,84,553 0.19
18 May 2018 (1,00,000) Market Sale 4,84,553 0.15
25 May 2018 (1,83,437) Market Sale 3,01,116 0.10
01 Jun 2018 (1,36,904) Market Sale 1,64,212 0.05
08 Jun 2018 (1,64,212) Market Sale 0 0.00
08 Feb 2019 (1,29,782) Market Sale 0 0.00
101
v) Shareholding of Directors and Key Managerial Personnel

A. Shareholding of Directors
Shareholding at the Shareholding
beginning of the year At the end of the year
i.e. 01/04/2018 Increase Decrease i.e. 31/03/2019
Date (No. of (No. of Reason
For Each of the Directors % of total
% of total shares) shares)
No. of No. of shares
shares of the
shares shares of the
Company
Company
At the beginning of the year
1. Mr. Kapil Wadhawan 18,00,000 0.57 - - - - 18,00,000 0.57
2. Mr. Dheeraj Wadhawan 18,00,000 0.57 - - - - 18,00,000 0.57
3. Mr. Harshil Mehta (*) 5,110 0.00 - - - - - 0.00
4. Mr. G. P. Kohli (**) 6,800 0.00 - - - - - 0.00
5. Mr. V.K. Chopra (**) - - - - - - - -
6. Mr. M. Venugopalan (**) 1,000 0.00 - - - - - 0.00
7. Ms. Vijaya Sampath (**) 5,000 0.00 - - - - - 0.00
* Mr. Harshil Mehta, resigned from the position of Joint Managing Director & CEO w.e.f. February 13, 2019.
** Mrs. Vijaya Sampath, Mr. V. K. Chopra, Mr. G. P. Kohli and Mr. M. Venugopalan, resigned from the position of Independent Directors of the Company
B. Shareholding of Key Managerial Personnel

Shareholding at the Shareholding
beginning of the year At the end of the year
i.e. 01/04/2018 Increase Decrease i.e. 31/03/2019
Sl. For Each Key Managerial Date Reason
% of total of shares of shares % of total
No. Personnel (other than Director)
No. of shares No. of shares
shares of the shares of the
Company Company
1. Mr. Santosh Sharma – 20,941 0.01 04.07.2018 6,755 - Allotted under 27,696 0.01
Chief Financial Officer* ESAR Scheme of
the Company
17.08.2018 (900) Market Sale 26,796 0.01
2. Ms. Niti Arya – 7,452 0.00 07.05.2018 - (200) Market Sale 7,252 0.00
Company Secretary *
04.07.2018 1,686 - Allotted under 8,938 0.00
ESAR Scheme of
the Company
16.08.2018 (100) Market Sale 8,838
17.08.2018 (50) Market Sale 8,788
20.08.2018 (20) Market Sale 8,768 0.00
31.08.2018 (50) Market Sale 8,718 0.00
03.09.2018 (150) Market Sale 8,568 0.00
* Mr. Santosh Sharma, Chief Financial Officer and Ms. Niti Arya, Company Secretary resigned from their respective positions w.e.f. close of working hours
of March 15, 2019.

1 2 3
V. Indebtedness
Indebtedness of the Company including interest outstanding/accrued but not due for payment
(` in lakh)
Secured Loans Unsecured Deposits Total
excluding deposits Loans Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 73,414.45 18,036.48 9,755.85 1,01,206.78
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 1,360.13 606.33 410.87 2,377.33
Total (i+ii+iii) 74,774.58 18,642.81 10,166.72 1,03,584.11
Change in Indebtedness during the financial year
Addition (Net) 8,066.70 - - 8,066.70
Reduction (Net) - 14,195.91 3,251.17 17,447.08
Net Change 8,066.70 (14,195.91) (3,251.17) (9,380.38)
Indebtedness at the end of the financial year
i) Principal Amount 80,542.35 4,170.98 6,677.18 91,390.51
ii) Interest due but not paid - - - -
iii) Interest accrued but not due 2,298.93 275.92 238.37 2,813.22
Total (i+ii+iii) 82,841.28 4,446.90 6,915.55 94,203.73
VI. Remuneration of Directors and Key Managerial Personnel

A. Remuneration to Managing Director, Whole-time Director and/or Manager: During the Financial Year 2018-19, the
Company had one Managing Director, Mr. Kapil Wadhawan and one Joint-Managing Director & Chief Executive Officer, Mr. Harshil
Mehta.
(In `) (Gross)
Sl. Particulars of Remuneration Mr. Kapil Wadhawan Mr. Harshil Mehta
No. (Chairman & Managing Director) (Joint-Managing Director
and Chief Executive Officer) # *
1 Gross salary
(a) Salary as per provisions contained in Section 17(1) of the 3,00,00,000 2,65,99,963
Income-Tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-Tax Act, 1961
(i) Perquisites w.r.t to exercise of Stock Options - -
(ii) Other Perquisites - 2,10,398
(c) Profits in lieu of salary under Section 17(3) Income-Tax Act, - -
1961
2 Stock Option - 15,18,233
3 Sweat Equity - -
4 Commission - -
5 Others
(a) Bonus - 4,48,50,849
(b) Provident Fund 21,00,000 15,53,946
Total (A) 3,21,00,000 7,47,33,389
Ceiling as per the Act The remuneration paid to The remuneration paid to
Mr. Kapil Wadhawan – Chairman Mr. Harshil Mehta, Joint-Managing
& Managing Director was well Director and Chief Executive Officer
within the limits prescribed under was well within the limits prescribed
the Companies Act, 2013 and the under the Companies Act, 2013
approval accorded by the Members and the approval accorded by the
of the Company. Members of the Company.
#
Mr. Harshil Mehta resigned from the position of Joint Managing Director & Chief Executive Office w.e.f. February 13, 2019.
* Excess Remuneration of ` 6.45 crore paid to Mr. Harshil Mehta for the financial year 2018-19, has already been recovered. The total remuneration paid
to him for the financial year 2018-19 as mentioned above does not include the said excess remuneration recovered from him.
103
B. Remuneration to other Directors

B1. Independent Directors
Sl. Name of Independent Director Fees for attending Board/ Commission Total
No. Committee Meetings (In `) (Gross) Amount
(In `) (Gross) (In `) (Gross)
1. Mr. G. P. Kohli (*) 13,61,000 - 13,61,000
2. Mr. V. K. Chopra (*) 8,26,000 - 8,26,000
3. Mr. M. Venugopalan (*) 7,98,000 - 7,98,000
5. Ms. Vijaya Sampath (*) 2,61,000 - 2,61,000
6 Mr. Alok Kumar Misra (**) - - -
7 Mr. Sunjoy Joshi (**) - - -
Total (B)(1) 32,46,000 - 32,46,000
B2. Other Non Executive Director
1. Mr. Dheeraj Wadhawan 5,49,000 - 5,49,000
2. Mr. Srinath Sridharan (**) 80,000 - 80,000
Total (B) (2) 6,29,000 - 6,29,000
Total (B)=(B)(1)+(B)(2) 38,75,000 - 38,75,000
Total Managerial Remuneration : Total 11,07,08,389
remuneration to Chairman & Managing
Director, Whole Time Director and other
Directors (being the total A and B)
Overall Ceiling as per the Act 1. In terms of the provisions of the Companies Act, 2013, the remuneration payable
to Directors other than Executive Directors shall not exceed 1% of the net profit of
the Company as calculated as per the Companies Act, 2013. The remuneration
paid to the Independent Directors and Non-Executive Director as listed above was
well within the limits prescribed under the Companies Act, 2013 and the approval
accorded by the Members of the Company.
2. The remuneration paid to the Directors of the Company were within the overall
ceiling as prescribed under the Companies Act, 2013.
* Mrs. Vijaya Sampath, Mr. V. K. Chopra, Mr. G. P. Kohli and Mr. M. Venugopalan, resigned from the position of Independent Directors of the Company
** Mr. Sunjoy Joshi and Mr. Alok Kumar Misra were appointed with effect from March 26, 2019 as Additional Directors, in the category of Non-Executive
Independent Directors of the Company. Further, Mr. Srinath Sridharan was appointed with effect from March 26, 2019 as Additional Director, in the
category of Non-Executive Director of the Company.

1 2 3
C.
Remuneration to Key Managerial Personnel other than Managing Director/Joint Managing
Director/Manager/WTD
(in `)
Sr. Mr. Santosh Sharma(*) Ms. Niti Arya(*)
Particulars of Remuneration Total
No. (Chief Financial Officer) (Company Secretary)
1 Gross salary
(a) Salary as per provisions contained in Section 17(1) 5,94,18,903 5,33,62,191 11,27,81,094
of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) of Income-tax Act, 1961
(i) Perquisites w.r.t exercise of Stock Options 41,27,170 10,60,157 51,87,327
(ii) Other Perquisites 7,92,947 9,61,983 17,54,930
(c) Profits in lieu of salary under Section 17(3) of
Income-tax Act,1961
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
5 Employer contribution to PF 6,26,270 4,86,757 11,13,027
Total 6,49,65,290 5,58,71,088 12,08,36,378
(*) Mr. Santosh Sharma, Chief Financial Officer and Ms. Niti Arya, Company Secretary & Compliance Officer have resigned from their respective positions
w.e.f. close of working hours on March 15, 2019.
VII. Penalties/Punishment/Compounding of Offences

Type Section of the Brief Details of Penalty/ Authority [RD/ Appeal made, if
Companies Act Description Punishment/Compounding NCLT/COURT] any (give Details)
fees imposed
A. Company
Penalty
Punishment None
Compounding
B. Directors
Penalty
Punishment None
Compounding
C. Other Officers in Default
Penalty
None
Punishment
105
Report on Corporate Governance

In compliance with Regulation 34(3) and Schedule V of the 2. BOARD OF DIRECTORS
Securities and Exchange Board of India (Listing Obligations DHFL’s Board of Directors are committed towards upholding the
and Disclosure Requirements) Regulations, 2015 [hereinafter
highest standards of governance. The Board ensures the integrity
referred as “SEBI Listing Regulations”], a Report on Corporate
of financial reporting system, financial & internal control, risk
Governance for the Financial Year 2018-19 is presented below:
management and compliance with the applicable laws.
1. DHFL’s PHILOSOPHY ON CODE OF

The Board monitors and approves the annual budgets, business
GOVERNANCE
plans & strategies and various policies of the Company. It also
At DHFL, Corporate Governance is all about maintaining a reviews the operational and financial performance of the Company.
valuable relationship and trust with all our stakeholders i.e. It also oversees the process of disclosure & communications
regulators, shareholders, creditors, government agencies, made by the Company and ensures that a transparent nomination
bankers, depositors, employees, lenders and developers. We process to the Board of the Company is duly followed. Frequent
consider stakeholders as partners in our success and therefore and detailed interaction sets the agenda and provides the
remain committed towards maximizing stakeholders’ value. The strategic roadmap for the Company’s future growth.
Company firmly believes that corporate governance is a set of
principles, systems and practices through which the Board of
The Board of Directors ensures proper delegation of appropriate
Directors of the Company ensures integrity, transparency, fairness
authority and oversees the functioning of the Company and that
and accountability in the Company’s relationship with all its
of its management; and ensures that every decision taken is in the
stakeholders. The code of corporate governance is based on the
best interest of all the stakeholders of the Company.
principle of making all the necessary decisions and disclosures,
accountability and responsibility towards various stakeholders,
Composition and Category
complying with all the applicable laws and a continuous
commitment of conducting business in a transparent and ethical The Composition of the Board of Directors of the Company
manner. These principles are ingrained in the Company’s culture is in compliance with Section 149 of the Companies Act, 2013
and the corporate governance practices of the Company revolve and Regulation 17 of the SEBI Listing Regulations. The Board
around these principles. has an optimum combination of Executive, Non-Executive and
Independent Directors with demonstrated skill sets and relevant
DHFL has, over the years, built goodwill by nurturing long-term experience. The Directors of the Board of the Company are from
relationships with its stakeholders including bankers, regulators, diverse backgrounds. As at March 31, 2019, the Board comprised
government agencies, employees, investors, creditors, of total five (5) Directors, out of which one (1) was an Executive
customers and shareholders. The Company strives to provide Director (designated as the Chairman & Managing Director who
all its stakeholders an access to clear, adequate and factual acted as the Chairperson of the Board), two (2) were Non –
information relating to the Company. The Company endorses
Executive Directors and two (2) were Independent Directors.
timely and balanced disclosure of all material information
concerning the Company to all its stakeholders and protection
The Board has appointed Dr. Deepali Pant Joshi as an Additional
of its rights and interest. It also promotes accountability of
Director (Woman Director) in the category of Non-Executive
its management and the Board of Directors of the Company
Independent Director of the Company w.e.f May 8, 2019.
acknowledges its responsibility towards all the stakeholders for
The Board periodically evaluates the need for change in its
creation and safeguarding their wealth.
composition and size.
The Company is also in compliance with the Housing Finance
Companies – Corporate Governance (National Housing Bank) The composition of the Board and category of each Director along
Directions, 2016 as amended from time to time [hereinafter with their shareholding in the Company as at March 31, 2019 and
referred as “NHB CG Directions”]. upto the date of this Report, is as follows:

1 2 3
No. of equity shares1

Name of the Directors Category of Directors DIN
held in the Company
Mr. Kapil Wadhawan Promoter/Executive Director 00028528 18,00,000
Mr. Dheeraj Wadhawan Promoter/Non-Executive Director 00096026 18,00,000
Mr. Harshil Mehta2 Executive Director 03038428 5,110
Mr. G. P. Kohli3 Independent Non-Executive Director 00230388 6,800
Mr. V. K. Chopra3 Independent Non-Executive Director 02103940 -
Mr. Mannil Venugopalan3 Independent Non-Executive Director 00255575 1,000
Ms. Vijaya Sampath3 Independent Non-Executive Director 00641110 5,000
Mr. Srinath Sridharan4 Non- Executive Director 03359570 -
Mr. Alok Kumar Misra4 Independent Non-Executive Director 00163959 -
Mr. Sunjoy Joshi4 Independent Non-Executive Director 00449318 -
1. None of the Directors hold any convertible instruments of the Company.
2. Mr. Harshil Mehta, resigned from the position of the Executive Director designated as Joint Managing Director & CEO w.e.f. February 13, 2019;
3. Mrs. Vijaya Sampath, Mr. V. K. Chopra, Mr. G. P. Kohli and Mr. M. Venugopalan, resigned from the position of Independent Directors of the Company
4. Mr. Sunjoy Joshi and Mr. Alok Kumar Misra were appointed with effect from March 26, 2019 as Additional Directors, in the category of Non-Executive
Mr. G. P. Kohli, Mr. V. K. Chopra, Mr. Mannil Venugopalan and Ms. Vijaya Sampath, Independent Non-Executive Directors, have resigned
from the office of the Director on March 29, 2019, March 11, 2019, March 30, 2019 and February 12, 2019 respectively, due to personal
reasons.
The Board of Directors hereby confirms that the Independent Directors of the Company fulfill all the conditions specified in the SEBI
Listing Regulations and are Independent of the Management.
Inter- se relationship between the Directors

Mr. Kapil Wadhawan and Mr. Dheeraj Wadhawan are brothers. None of the other Directors are related to each other.
Directorships and Membership of the Directors in other Companies/Committees

None of the Directors on the Board is a Member of more than ten Committees across public companies in which he/she is a Director and
Chairperson of more than five Committees across all listed entities in which he/she is a Director.
None of the Directors of the Company have directorships in more than eight (8) listed entities. Further none of the Independent Directors
serve as an Independent Director in more than seven (7) listed entities.
107
The details of directorship, chairmanship and membership of the committees of each Director of the Company including that of the
Company as at March 31, 2019, are as follows:
Member/Chairperson of
Number of Committee 2 Other Listed Entities in which he is a Director & Category
Name of the Directors
Directorships1 of Directorship
Member3 Chairperson4
Mr. Kapil Wadhawan 10 3 - a. Aadhar Housing Finance Limited - Non-Executive
Director & Chairman
b. Avanse Financial Services Limited - Non-Executive
Director & Chairman
Mr. Dheeraj Wadhawan 6 0 - -
Mr. Harshil Mehta5 - - - -
Mr. G. P. Kohli6 - - - -
Mr. V. K. Chopra6 - - - -
Mr. Mannil Venugopalan 6
- - - -
Ms. Vijaya Sampath6 - - - -
Mr. Srinath Sridharan7 9 1 - -
Mr. Alok Kumar Misra7 7 6 2 a. Monte Carlo Fashions Limited - Independent Director
b. The Investment Trust of India Limited - Independent
Director
c. Indiabulls Ventures Limited - Independent Director
d. Indiabulls Consumer Finance Limited - Independent
Director
Mr. Sunjoy Joshi7 3 2 - -
1. Directorships and memberships of Committees held by Directors in Private Limited Companies, Foreign Companies and Section 8 companies have
been excluded.
2. Committees considered to reckon the limit are Audit Committee & Stakeholders’ Relationship Committee.
3. The number of membership includes the number of chairmanship held by the Director.
4. The Committee chairmanship held by the Director in listed entities alone has been considered. However, the entities whose debentures are listed
on the Stock Exchange(s) has been considered as listed entities for the purpose of calculating the number of chairmanship.
Board Meetings All statutory and other significant matters including minimum
The Board meets at least four (4) times a year, one in each information required to be placed in terms of Schedule II – Part
A of the SEBI Listing Regulations and also as per Secretarial
quarter, inter-alia, to discuss and review the financial results,
Standards are tabled before the Board to enable it to discharge
business policies, strategies etc. The maximum interval between its duties responsibly.
two Board meetings is not more than one hundred and twenty
days. However, in case of business exigency or urgent matters, As a practice, the Company Secretary reports the compliance
approval of the Board is sought through resolution by circulation status of all the laws applicable to the Board of Directors on
as per the provisions of Companies Act, 2013, which is noted in quarterly basis. Senior management i.e. the functional heads
are invited to attend the board meetings for providing additional
the subsequent Board Meeting. Additional Board Meetings are
inputs on the items being discussed by the Board and they also
held by the Company as and when the Company needs merit make presentations on various matters including the business
oversight and guidance. operations, financial results, risk management, the economic and
regulatory environment, investors’ perceptions or any other issues
The Company circulates the Board/Committee Meeting which the Board needs to be apprised of. All significant decisions
agenda and related notes/documents well in advance through taken by the Board/Committee Members are communicated to
its e-based module known as the Board Meeting Organiser the respective functional heads of the concerned department.
(BMO) which provides for quick and easy accessibility. The The Board/Committee Members are apprised of the action taken
information/documents are available at a click of a button without or proposed to be taken by the Company on the observations/
compromising on the confidentiality of information, at all times. directions given in the previous meeting.

1 2 3
During the year 2018-19, nine (9) Board meetings were held on April 30, 2018, May 16, 2018, June 27, 2018, August 13, 2018, November
21, 2018, December 18, 2018, January, 25, 2019, January 31, 2019 and March 29, 2019. The details of the Board meetings along with
the attendance of each Director at the respective Board Meetings and last Annual General Meeting are tabled below:
Attendance at the Board Meetings held on Attendance

Name of the Director April May June August November December January January March at last
30, 2018 16, 2018 27, 2018 13, 2018 21, 2018 18, 2018 25, 2019 31, 2019 29, 2019 (34th) AGM
Mr. Kapil Wadhawan Yes Yes Yes Yes Yes Leave of Yes Yes Yes Yes
Absence
Mr. Dheeraj Wadhawan Yes Leave of Leave of Leave of Yes Leave of Leave of Leave of Yes Leave of
Absence Absence Absence Absence Absence Absence Absence
Mr. Harshil Mehta1 Yes Leave of Yes Yes Yes Yes Yes Yes - Yes
Absence
Ms. Vijaya Sampath2 Yes Leave of Leave of Yes Yes Yes Yes Leave of - Leave of
Absence Absence Absence Absence
Mr. V.K. Chopra2 Yes Yes Yes Yes Yes Yes Yes Leave of - Yes
Absence
Mr. G. P. Kohli2 Yes Yes Yes Yes Yes Yes Yes Yes Leave of Yes
Absence
Mr. M. Venugopalan2 Yes Yes Yes Yes Yes Leave of Yes Yes Yes Yes
Absence
Mr. Srinath Sridharan3 - - - - - - - - Yes -
Mr. Alok Kumar Misra3 - - - - - - - - Leave of -
Absence
Mr. Sunjoy Joshi3 - - - - - - - - Leave of -
Absence
Secretarial Standards issued by Institute of Company The Independent Directors, inter-alia, reviewed -
Secretaries of India (ICSI)
Pursuant to the provisions of the Companies Act, 2013, the  the performance of Non-Independent Directors and the
Company has complied with the Secretarial Standard on the Board as a whole;
meetings of the Board of Directors (SS-1) and Secretarial
Standard on General Meetings (SS-2) issued by the Institute  the performance of the Chairperson of the Company, and
of Company Secretaries of India (ICSI) and approved by the
Central Government under Section 118(10) of the Companies  the quality, quantity and timeliness of flow of information
Act, 2013. Also, the Company has been substantially adhering to between the Company’s management and the Board that
the Secretarial Standard on Dividend (SS-3) issued by ICSI and is necessary for the Board to effectively and reasonably
approved by the Central Government under Section 118(10) of perform their duties.
the Companies Act, 2013, which was effective from January 1,
2018. Familiarization Programmes for the Independent Directors
The Company follows a structured orientation programme for its
Separate Independent Directors’ Meeting newly inducted Director(s) to ensure that they become fully aware
During the year 2018-19, a separate meeting of the Independent of the industry in which the Company operates, the processes,
Directors without the presence of the non-Independent Directors systems and policies adopted and followed by the Company. The
and senior management members was held on January 25, familiarization programme focuses on the business model and
2019, in accordance with the provisions of Schedule IV - Code operations of the Company and aims at informing the directors on
for Independent Directors of the Companies Act, 2013 and the legal, regulatory as well as socio-economic regime in which
Regulation 25 of the SEBI Listing Regulations. the Company functions.
109
The Company briefs its Independent Directors on the roles, rights The familiarization programme for the new and continuing
and responsibilities of the Independent Directors, nature of the Independent Directors of the Company ensures valuable
industry in which the Company operates, business and operations participation and inputs from them which helps in bringing forth
the best practices into the organization and helps in taking
model, credit policies of the Company etc. It also ensures that
informed decision(s) at the Board Level.
regular updates are provided to all the Directors on the changes/
revision in the Company’s business model, new developments & The details of familiarization programme imparted to the
initiatives undertaken by the Company, new processes & policies Independent Directors of the Company is available on the
adopted/revised, amendment/introduction of applicable laws Company’s website at URL: https://www.dhfl.com/docs/default-
and/or regulations etc. source/aboutus/familiarization-program.pdf
Board qualifications and attributes:

The table below summarizes the list of core skills/ expertise/ competencies identified by the Board of Directors as required in the context
of the Company’s business and sector which are being considered at the time of appointment of Directors:
Sr. Directors’ Areas of Core Skills/ Expertise/ Competence

No.
1 Accountancy & Finance Qualifications and experience in accounting and/or finance and the ability to:
• Analyse the key financial statements of a company,
• Critically assess financial viability and performance,
• Contribute to strategic financial planning,
• Oversee the budget and monitor the efficient use of resources,
• Oversee funding arrangements and accountability.
2 Business and Operational Experience of business administration and observing appropriate governance practices.
management
3 Housing Finance Industry Ability to understand the business and sector in which the Company operates and develop
appropriate strategies
4 Banking Broad range of banking experience
5 Risk Analysis and Management Ability to identify key risks in a wide range of areas including legal and regulatory compliance
and suggest measures to mitigate the risks.
6 Economics A significant background in economics and develop methods for optimum utilization of
resources.
7 Leadership Innate leadership skills for a significant enterprise, practical understanding of developing,
implementing and assessing the operations and business strategy and ability to take
responsibility for decisions and actions and appropriately represent the organisation.
8 Governance Demonstrated strength in developing better corporate governance practices and help to
drive change which would help for long term growth.
All the above required skills/ expertise/ competencies are available with the Board. The Board is satisfied that the current composition
reflects an appropriate mixture of knowledge, skills, experience, expertise, diversity and independence.
3. COMMITTEES OF THE BOARD undertaking necessary decisions in relation to the public Issue
The Board Committees constitute an important element of the of Non-Convertible Debentures. The Board further at its meeting
governance process of the Company and are an integral arm held on March 29, 2019 decided to dissolve the NCD Public Issue
of the Board to carry out its wide and diverse functions. The Committee since the purpose of the constitution of this committee
Board of Directors have constituted few committees namely – was duly met with.
Audit Committee, Nomination and Remuneration Committee,
Stakeholders’ Relationship Committee, Risk Management Further, the Board at its meeting held on January 31, 2019
Committee, Finance Committee and Corporate Social constituted a Special Committee viz. Special Committee for
Responsibility Committee. Sale of Strategic Investments to identify, determine and approve
strategic sale of investments by the Company.
The Board at its meeting held on January 22, 2018, pursuant
to NHB Circular dated December 5, 2017, has constituted a The Committees of the Board enable it to deal with specific
Special Committee i.e. Review Committee for declaration of Wilful areas / activities that need a closer review and to have an
Defaulters to Credit Information Companies (CICs). appropriate structure to assist in the discharge of their duties and
responsibilities. The Committees of the Board meet at regular
The Board at its meeting held on April 30, 2018 constituted intervals and have the requisite subject expertise to handle and
another special committee i.e. NCD Public Issue Committee for resolve matters expediently. The Board overlooks the functioning

1 2 3
of the Committees. The Chairman of the respective Committees a. Matters required to be included in the Director’s
briefs the Board on significant discussions and decisions taken Responsibility Statement to be included in the Board’s
at their respective meetings. Minutes of the Committee Meetings report.
are circulated and placed before the Board of Directors in the
subsequent Board Meeting for their noting. b. Changes, if any, in accounting policies and practices
and reasons for the same.
The Company Secretary acts as a Secretary to all the Committees
of the Board. c. Major accounting entries involving estimates based
on the exercise of judgment by management.
Detailed terms of reference, composition, meetings and other
information of each of the Committees of the Board is detailed
herein below: d. Significant adjustments made in the financial
statements arising out of audit findings.
a. Audit Committee
The constitution of Audit Committee of the Board is in compliance e. Compliance with listing and other legal requirements
with the provisions of Section 177 of the Companies Act, 2013, relating to financial statements
Regulation 18 of the SEBI Listing Regulations and NHB CG
Directions. f. Qualifications in the draft audit report.
All the Members of the Audit Committee have the required g. Disclosure of Related Party Transaction(s);
qualification and expertise for appointment on the Committee
and possess the requisite accounting and related financial  To review with the management, the financial statements/
management expertise. business operations before submission to the Board;
The representatives of the statutory auditors are the permanent  To review with the management, the statement of uses /
invitees to the meetings of the Committee wherein the financial application of funds raised through an issue (public issue,
statements/results are discussed. In addition to the representatives rights issue, preferential issue, etc.), the statement of funds
of the Statutory Auditors, Head (Management Assurance & Audit utilized for purposes other than those stated in the offer
Function) along with the Chief Financial Officer are also invited to document/prospectus/ notice and the report submitted by
attend the Audit Committee meetings. Various Functional Heads the monitoring agency monitoring the utilization of proceeds
and Senior Management Personnel are invited to the meetings of a public or rights issue, and making appropriate
to give presentations relating to their respective function. recommendations to the Board to take up steps in this
Periodically, presentations are also made by the Management matter;
and other external auditors to the Audit Committee Members.
 To review with the management, performance of statutory
The Chairman of the Audit Committee was present at the last i.e.
and internal auditors, and monitor auditor’s independence
34th Annual General Meeting of the Company.
and performance and effectiveness of the audit process
Terms of Reference and adequacy of the internal control systems;
During the year 2018-19, the terms of reference of the Audit
 To review the compliance of the Fair Practice Code and
Committee were amended by the Board of Directors on January
the functioning of the grievance redressal mechanism at
25, 2019 and March 29, 2019.
various levels of management;
The terms of Reference of the Audit Committee are as follows:
 To review compliance with the provisions of Securities and
 To oversee the Company’s financial reporting process and Exchange Board of India (Prohibition of Insider Trading)
the disclosure of its financial information to ensure that the Regulations, 2015 at least once in a financial year and shall
financial statement is correct, sufficient and credible; verify that the systems for internal control are adequate and
are operating effectively;
 To recommend to the Board, the appointment, re-
appointment and, if required, the replacement or removal of  To ensure that the Information System Audit of the internal
the statutory auditors and the fixation of audit fees; systems and processes is conducted to assess the
operational risks faced by the Company;
 To approve the payment to statutory auditors for any other
services rendered by them;  To review the adequacy of internal audit function, if any,
including the structure of the internal audit department,
 To review with the management, the annual financial staffing and seniority of the official heading the department,
statements before submission to the Board for approval, reporting structure coverage and frequency of internal
with particular reference to: audit;
111
 To review the findings of any internal investigations by the  Any other function as may be stipulated by the Companies
internal auditors into matters where there is suspected Act, 2013, SEBI, Stock Exchanges or any other regulatory
fraud or irregularity or a failure of internal control systems of authorities from time to time.
a material nature and reporting the matter to the Board;
Composition and Meetings
 To discuss with statutory auditors before the audit
The Company holds minimum four pre-scheduled Audit Committee
commences, about the nature and scope of audit as well as
meetings annually, one in each quarter and the maximum time
post-audit discussion to ascertain any area of concern;
gap between two Audit Committee meetings is not more than one
 To look into the reasons for substantial defaults in the hundred and twenty days.
payment to the depositors, debenture holders, members (in
case of non-payment of declared dividends) and creditors; During the year 2018-19, Twelve (12) Audit Committee meetings
were held on April 30, 2018, May 16, 2018, June 27, 2018, July
 To approve the appointment of CFO (i.e., the whole-time 25, 2018, August 13, 2018, September 21, 2018, November 21,
Finance Director or any other person heading the finance 2018, January 25, 2019, January 31, 2019, February 22, 2019,
function or discharging that function) after assessing March 5, 2019 and March 29, 2019. In view of resignation of
the qualifications, experience & background, etc. of the Mr. V. K. Chopra- Independent Director from the Board of Directors
candidate; of the Company w.e.f. March 11, 2019 and the consequent
vacancy created in the Audit Committee of the Board of Directors
 To consider, suggest modification and/or recommend/ of the Company, the said Committee was reconstituted by the
approve, the related party transactions of the Company; Board of Directors at their meeting held on March 29, 2019
to include Mr. Srinath Sridharan- Additional (Non-Executive)
 To scrutinize inter corporate loans and investments; Director as a Member of the Committee. The composition and the
attendance thereat of the members of the Committee are given
 To review the Asset-Liability Management Mechanism of the
herein below:
Company;
Composition Category Meetings
 To consider valuation of assets or undertaking of the attended
Company wherever required;
Mr. M. Venugopalan1 Independent 12
 To evaluate internal financial controls, risk management (Chairman of the Committee)
systems and fraud reporting; Mr. G.P. Kohli2 Independent 11
 To review and formulate the scope, functioning, periodicity, Mr. V.K Chopra3 Independent 11
methodology for conducting the internal audit, in Mr. Srinath Sridharan4 Non-Executive 1
consultation with the Internal Auditor and to discuss with
the internal auditors any significant findings and follow up 1. Ceased to be the Member of the Committee w.e.f. March 30, 2019.
there on; 2. Ceased to be the Member of the Committee w.e.f. March 29, 2019.
3. Ceased to be the Member of the Committee w.e.f. March 11, 2019.
 To have the authority to investigate into any matter as 4. Inducted as Member of the Committee w.e.f. March 29, 2019.
included in its terms of reference or referred to it by the
Board and for this purpose the Audit Committee to have After the financial year 2018-19, the Audit Committee was further
power to obtain professional advice from external sources re-constituted by the Board vide Circular Resolution dated April
and have full access to information contained in the records 19, 2019 to include therein Mr. Alok Kumar Misra – Additional
of the Company; (Independent) Director as the Chairman and Mr. Sunjoy Joshi-
Additional (Independent) Director as a Member of the Committee
 To review the Company’s Vigil Mechanism as defined under consequent upon resignation of Mr. G. P. Kohli and Mr. M.
the Whistle Blower Policy of the Company with regard to Venugopalan- Independent Director(s) from the Board of Directors
the process/procedure prescribed for its employees and of the Company w.e.f. March 29, 2019 and March 30, 2019,
directors to raise concerns, in confidence, about possible respectively. The current composition of the Audit Committee is as
wrongdoing in financial reporting, accounting, auditing or per the provisions of the Companies Act, 2013 and SEBI Listing
other related matter. To ensure that these arrangements Regulations and is as follows :
allow independent investigation of such matters and
appropriate follow up action; Composition Category
Mr. Alok Kumar Misra Independent
 To review the utilization of loans and/ or advances from/
(Chairman of the Committee)
investment by the holding company in the subsidiary
exceeding ` 100 crore or 10% of the asset size of the Mr. Sunjoy Joshi Independent
subsidiary, whichever is lower including existing loans /
Mr. Srinath Sridharan Non-Executive
advances / investments;

1 2 3
b. Nomination and Remuneration Committee attendance thereat of the members of the Committee are given
The constitution of Nomination and Remuneration Committee herein below:
is in compliance with the requirements of provisions of Section
178 of the Companies Act, 2013, Regulation 19 of SEBI Listing attended
Regulations and NHB CG Directions.
Mr. V. K. Chopra1 Independent 4
Terms of Reference (Chairman of the Committee)
During the year 2018-19, the terms of reference of the Nomination Mr. G.P. Kohli2 Independent 4
and Remuneration Committee were amended by the Board of Ms. Vijaya Sampath 3
Independent 2
Directors on June 27, 2018 and January 25, 2019.
1. Ceased to be the Member of the Committee w.e.f. March 11, 2019.
The Terms of Reference of the Nomination and Remuneration 2. Ceased to be the Member of the Committee w.e.f. March 29, 2019.
Committee are as follows: 3. Ceased to be the Member of the Committee w.e.f. February 12,
2019.
 To identify and recommend to the Board, in accordance
with the criteria as laid down, appointment/re-appointment/ After the financial year 2018-19, in view of resignation of
removal of the Executive /Non – Executive Directors and the Ms. Vijaya Sampath, Mr. V. K. Chopra and Mr. G. P. Kohli-
senior management of the Company; Independent Director(s) from the Board of Directors of the
Company w.e.f. February 12, 2019, March 11, 2019 and March 29,
 To formulate criteria for evaluation and specify the manner 2019, respectively, and the consequent vacancy(ies) created in the
for effective evaluation of performance of Board, its Nomination and Remuneration Committee of the Board of Directors
committees and individual directors to be carried out either of the Company, the said Committee was re-constituted by the Board
by the Board, by the Committee or by an independent of Directors vide Circular Resolution dated April 19, 2019 to include
external agency and review its implementation and therein Mr. Sunjoy Joshi- Additional (Independent) Director as the
compliance; Chairman of the Committee and Mr. Alok Kumar Misra – Additional
(Independent) Director and Mr. Srinath Sridharan- Additional (Non-
 To formulate the criteria for determining qualifications,
Executive) Director as Member(s) of the Committee. The current
positive attributes and independence of the Directors;
composition of the Nomination and Remuneration Committee is as
 To recommend to the Board a remuneration policy for the per the provisions of the Companies Act, 2013 and SEBI Listing
Directors, Key Managerial Personnel and other employees Regulations and is as follows:
of the Company;
Composition Category
 To devise a Policy on Board Diversity of the Company; Mr. Sunjoy Joshi Independent
 To monitor and handle any other matter relating to framing/
administration of SEBI (Employee Stock Option Scheme Mr. Alok Kumar Misra Independent
and Employee Stock Purchase Scheme) Guidelines, 1999 Mr. Srinath Sridharan Non-Executive
or any amendments thereof;
 Recommend to the Board, all remuneration, in whatever Nomination, Remuneration and Evaluation Policy
form, payable to Senior Management; The Company has a duly formulated Nomination (including Board
Diversity), Remuneration and Evaluation Policy (NRE Policy) as
 Any other function as may be mandated by the Board per the provisions of Companies Act, 2013 and the SEBI Listing
or stipulated by the Companies Act, 2013, SEBI, Stock Regulations which, inter-alia, lays down the approach to diversity
Exchanges or any other regulatory authorities from time to of the Board, the criteria for identifying the persons who are
time. qualified to be appointed as Directors and such persons who may
be appointed as Senior Management Personnel of the Company
Composition and Meetings and also lays down the criteria for determining the remuneration
The Composition of Nomination and Remuneration Committees of the Directors, Key Managerial Personnel (KMP) and other
is as per the provision of the Companies Act, 2013 and the SEBI employees and the process of their evaluation. The NRE Policy
Listing Regulations. was last amended on January 25, 2019 pursuant to SEBI
(Listing Obligations and Disclosure Requirements) (Amendment)
The Chairman of the Nomination and Remuneration Committee
Regulations, 2018 as notified by SEBI vide notification dated
was present at the last i.e. 34th Annual General Meeting of the
May 9, 2018. The said policy is available on the website of the
Company.
Company at the URL: https://www.dhfl.com/docs/default-source/
During the year 2018-19, Four (4) Nomination and Remuneration investors/nomination-(including-boards-diversity)-remuneration-
Committee meetings were held on April 30, 2018, June 27, 2018, and-evaluation-policy-of-the-company/nomination-remuneration-
January 25, 2019 and January 31, 2019. The composition and the evaluation-policy-revised.pdf
113
The attributes for appointment, components of the remuneration suitable candidate(s) for the directorship of the Company is
and the process of performance evaluation relating to the based on various criteria viz. educational and professional
Directors, Key Managerial Personnel (KMP) and employees of the background, personal achievements, experience, skills etc.
Company are explained below:
 The Non - Executive Director is appointed as per the
a. Appointment criteria, remuneration terms and
applicable provisions of the Companies Act, 2013 and rules
performance evaluation of the Executive Director/
Whole Time Director: made thereunder and assessed on various parameters such
as qualification, relevant experience and expertise, integrity,
 The Executive Director/ Whole Time Director is appointed skill sets etc. The appointment of Independent Directors
as per the applicable provisions of Companies Act, 2013 is made in accordance with the provisions of Companies
and rules made there under. The person to be appointed/ Act, 2013 and SEBI Listing Regulations. A formal letter of
re-appointed as Executive Director/Whole Time Director is appointment is also issued to the Independent Directors
assessed against a range of personal attributes and criteria upon their appointment. Independent Directors of the
which includes but is not limited to qualifications, skills, Company are not entitled to stock options.
industry experience, fit and proper criteria, background etc.
 The remuneration being paid to the Executive Director/  Commission, if any, paid to the Non-Executive Directors
Whole Time Director carries a balance between fixed and the Independent Directors is within the monetary limits
and incentive pay (commission, bonus etc.) based on approved by the Members of the Company, subject to
the performance objectives in relation to the operations of the overall ceiling of 1% of the net profits of the Company
the Company. The Compensation (fixed salaries) paid to computed as per the applicable provisions of Companies
Executive Director/ Whole Time Director is competitive and Act, 2013. The sitting fee is paid to the Non-Executive
reflects the individual’s role, responsibility and experience Directors and the Independent Directors within the limits
in relation to performance of business operations of the as prescribed under the Companies Act, 2013. However, in
Company. This includes salary, allowances and other view of the best corporate governance practices, the Board
statutory/non-statutory benefits. The remuneration paid of Directors at their meeting held on January 25, 2019,
to the Executive Director/ Whole Time Director also unanimously approved the revision in the sitting fees and
includes a variable component which is determined by the that sitting fees shall be payable only to the Independent
Committee/Board, based on the performance against pre- Directors of the Company w.e.f. April 1, 2019. The Company
determined financial and non-financial parameters. The also reimburses the expenses for attending the Board and
total managerial remuneration payable by the Company other Committee meetings including travelling, boarding
to the Executive Director/ Whole Time Director is within the and lodging expenses to the Non-Executive Directors and
limits prescribed under the Companies Act, 2013 and SEBI the Independent Directors.
Listing Regulations.
 The performance evaluation of the Non-Executive Directors
 The Executive Director/Whole Time Director is evaluated and the Independent Directors is carried out by the
on the basis of his present performance (financial/non- Nomination and Remuneration Committee and the Board
financial) and his achievements against various key of Directors excluding the director being evaluated. The
performance parameters as defined by the Board of performance evaluation of the Non-Executive Director is
Directors of the Company. The performance evaluation also carried out by the Independent Directors in a separate
of the Executive Director/ Whole Time Directors is carried meeting. Re-appointment of a Director is based on the
out by the Nomination and Remuneration Committee, the report of performance evaluation.
Independent Directors in a separate meeting, and by
the Board of the Company without the presence of the c. Appointment criteria, remuneration terms and
Executive Director/ Whole Time Director being evaluated. performance evaluation of the Senior Management
The re-appointment of the Executive Director/ Whole Time Personnel and other employees:
Director is on the basis of the report of his performance  The Company appoints KMP i.e. Whole Time Director, Chief
evaluation. Executive Officer, Chief Financial Officer, and Company
Secretary of the Company as per the provisions of Section
b. Appointment criteria, remuneration terms and 203 of the Companies Act, 2013. The Company recruits
performance evaluation of the Non - Executive individuals with appropriate mix of skills, experience and
Director(s)/ Independent Directors: personal attributes. For the appointment of employees, the
 The NRE policy of the Company aims at promoting criteria such as qualifications, skills, regional and industry
diversity on the Board. The Nomination and Remuneration experience, background and other qualities required to
Committee ensures that the Board at all times represents operate successfully in the respective position and the
an optimum combination of Executive and Non-Executive extent to which the appointee is likely to contribute to the
Directors as well as Independent Directors with at least one overall effectiveness of the organization, work constructively
woman Director and not less than fifty percent of the Board with the existing team and enhance the efficiencies of the
comprising of Independent Directors. The selection of Company is considered.

1 2 3
 The remuneration for the Chief Financial Officer, Company adequate discharge of responsibilities entrusted under various
Secretary and Senior Management at the time of the regulations and/ or terms of reference of the committees etc.
appointment is approved by the Board and any subsequent Criteria for evaluation of Individual Directors
increments is approved by the Chairman & Managing
Director of the Company as per the HR and Nomination The criteria for evaluation of performance of the individual
(including Boards’ Diversity), Remuneration and Evaluation Directors included various parameters viz. attendance &
Policy of the Company and the same is placed before the participation during the meetings, their active contribution &
Nomination and Remuneration Committee and the Board. independent judgment, cohesiveness, discussions/deliberations
The remuneration of the employees is determined, after on important matters, understanding of the Company, etc. The
considering the key factors like: Chairman & Managing Director, in addition to the above, was also
evaluated on his achievements against various key performance
a. The level and composition of remuneration should
parameters (financial / non-financial) for the financial year
be reasonable and sufficient to attract, retain and
2018-19.
motivate directors/executives and should be in line
with the industry practice aimed at promoting the Details of remuneration including commission and other
short term and long term interests and performance payments to the Directors
of the company.
b. Relationship of remuneration to performance is clear
Executive Director(s)
and meets appropriate performance benchmarks. 1. Mr. Kapil Wadhawan (Chairman & Managing Director)
c. Remuneration will involve a balance between fixed Mr. Kapil Wadhawan was re-appointed as the Managing Director
and incentive pay reflecting short and long-term (designated as Chairman & Managing Director) of the Company
performance objectives appropriate to the working of for a period of five years w.e.f. October 4, 2015, vide Service
the company and its goals. Agreement executed on October 4, 2015, the appointment and
terms and conditions of which were approved by the Members
 The performance of the other employees is evaluated on
of the Company at the 31st Annual General Meeting held on July
annual basis as per Company’s and individual employees
23, 2015.
performance and contribution to the overall goals /
objectives of the Company.
Considering the rich experience and contribution of Mr. Kapil
Details of the Evaluation Process Wadhawan to the growth and performance of the Company,
As per the provisions of the Companies Act, 2013 and SEBI the Members of the Company approved the revision in terms
Listing Regulations, the Nomination and Remuneration Committee of appointment and remuneration of Mr. Kapil Wadhawan vide
carried out the evaluation of the performance of each Director of Postal Ballot Resolution dated November 27, 2017. The revised
the Company at its meeting held on July 13, 2019 based on the terms and conditions as set out in the supplemental agreement
criteria for evaluation/ assessment of the Directors (including the dated December 4, 2017, entered into with the Company, are
Independent Directors) of the Company and the Board as a whole listed below:
(including the Board Committees) as laid down by the Nomination
and Remuneration Committee. As a part of the performance Remuneration: Remuneration payable to Mr. Kapil Wadhawan,
evaluation process, self –assessment was also carried out by all Chairman & Managing Director (w.e.f. November 1, 2017) is as
the Directors (including the Independent Directors). under:
(` in Lakh)
Pursuant to the report/feedback on the evaluation as carried
out by the Nomination and Remuneration Committee and Particulars Amount (p.a.)
the Independent Directors in a separate meeting, the Board
Basic Salary 175
conducted its formal annual evaluation of its own performance, its
Committees and the individual directors (without the presence of Perquisites/ Allowances 125
the director being evaluated) at its meeting held on July 13, 2019. Total 300
Basis the said evaluation, the Nomination and Remuneration
Committee made recommendations for the re-appointment of Commission As may be decided by Nomination
and Remuneration Committee/
Mr. Dheeraj Wadhawan.
Board of Directors of the Company
Criteria for evaluation of Board and its Committees
The evaluation of the Board and its committees were based on Perquisites/Allowances: The Perquisites and allowances, as
the criteria, inter-alia, covering various assessment parameters aforesaid, shall include (a)Rent-free accommodation (furnished
like structure and composition, frequency & duration of meetings, or otherwise) or House Rent Allowance, in lieu thereof; (b)
its processes and procedures, effectiveness of the Board/ House maintenance allowance together with reimbursement of
committees, its financial reporting process including internal expenses and / or allowances for utilisation of gas, electricity,
controls, review of compliances under various regulations, water, furnishing & repairs, (c) Leave Travel Concession for self
115
and family including dependents, (d) Fees for Club Membership, (Amount in `)
(e) Payment of Insurance Premium on policies relating to
Name Salary Contribution
Health Insurance, Personal Accident Insurance and Others, to Provident
(f) Reimbursement of Medical Expenses. The valuation of fund
perquisites and allowances shall be as per the provisions of
Mr. Kapil Wadhawan 3,00,00,000 21,00,000
Income Tax Act, 1961 or any rules thereunder or any statutory
(Chairman & Managing Director)
modification(s) or re-enactment(s) thereof; in the absence of any
such rules, perquisites and allowances shall be evaluated at
In view of loss incurred by the Company for the financial year
actual cost.
2018-19 and also in accordance with the provisions of Section
The Company’s contribution to provident fund, superannuation or 197 of the Companies Act, 2013 and rules made thereunder
annuity fund, to the extent these, singly or together, are not taxable no commission is paid / payable to Mr. Kapil Wadhawan for the
financial year 2018-19.
under the Income Tax law, gratuity payable and encashment
of leave, as per the rules of the Company and to the extent not
a. Mr. Harshil Mehta (Joint Managing Director & Chief
taxable under the Income Tax law, shall not be included for the
Executive Officer) (Resigned w.e.f. February 13, 2019)
purpose of computation of his overall ceiling of remuneration.
Mr. Harshil Mehta was appointed as the Chief Executive Officer
The expenses incurred by Mr. Kapil Wadhawan for travelling, (CEO) and Whole Time Key Managerial Personnel of the Company
boarding and lodging during business trips; provision of cars for pursuant to the provisions of the Companies Act, 2013 by the
official use and his telephone expenses shall be reimbursed at Board w.e.f. January 17, 2015.
actuals and not considered as perquisites.
The Board of Directors of the Company appointed him as the Whole
Commission: Commission per annum shall be equivalent to Time Director of the Company (designated as Joint Managing
such sum as may be fixed by the Board of Directors / Nomination Director & Chief Executive Officer) for a period of five years with
and Remuneration Committee, in conformity with the applicable effect from September 1, 2017. The Members of the Company
approved the same vide Postal Ballot resolution dated November
provisions of Companies Act, 2013 and rules made thereunder.
27, 2017. The brief terms and conditions of appointment of
The said commission shall be payable based on the set goals
Mr. Harshil Mehta as the Joint Managing Director & Chief Executive
and performance criteria/ parameters as defined by Nomination
Officer as mentioned in his Appointment Letter, are listed below:
and Remuneration Committee and/ or the Board of Directors of
the Company. Basic Salary: Basic Salary shall be ` 1,35,00,000 p.a., with an
annual increment not exceeding 15% of the basic salary, as may
Other terms: The overall remuneration payable every year to
be decided by the Nomination and Remuneration Committee of
Mr. Kapil Wadhawan – Chairman & Managing Director by way of the Board of Directors of the Company..
basic salary, perquisites/ allowances and commission shall not
exceed in aggregate, 1% (one percent) of the net profits of the Perquisites: Perquisites shall be ` 1,22,30,650 p.a. which shall
Company as computed in the manner laid down in Section 198 of include (a) House Rent allowance, (b) Medical Reimbursement,
the Companies Act, 2013 and the rules made thereunder or any (c) leave travel allowance, as per the policy of the Company
statutory modification(s) or re-enactment(s) thereof. In the event of and as may be approved by the Nomination and Remuneration
any loss, or absence or inadequacy of profits in any financial year, Committee of the Board of Directors of the Company
during the term of office of Mr. Kapil Wadhawan, the remuneration
payable to him by way of salary, allowances, commission and Other Perquisites: Other perquisites shall include (a) chauffeur
driven Company’s car for both business and personal use. Fuel
perquisites shall not be paid in excess of the limits prescribed in
cost, repairs, maintenance and operating and running expenses of
Schedule V of the Companies Act, 2013 or with the approval of
the car (on actual basis), (b) travelling expenses: as per the policy
the Central Government. The office of Mr. Kapil Wadhawan shall
of the Company (c) leave encashment: as per the policy of the
not be liable to retire by rotation. Company, (d) club membership of two clubs [annual membership
fee]- one time entrance/admission fee to be in Company’s name/
Notice period/severance fee: The office of the Chairman &
cost. [up to an amount of ` 5,00,000 p.a.], (e) medical expenses
Managing Director may be terminated either by the Company or
through medical insurance covering compressively all facilities
by him, by way of giving 3 (three) months’ prior notice in writing. including Dental and ophthalmic for self and family [premium
Further, the Chairman & Managing Director shall not be entitled amount to be capped at ` 1,00,000 p.a.], (f) maintenance cost
to any sitting fees for attending the meetings of the Board or of of own residence including taxes, Gas and electricity, telephone
the Committee(s) of which he is a Member. There is no provision and broad band charges or rent free furnished accommodation
for payment of any severance fee to the Chairman & Managing maintained by Company [upto an amount of ` 2,50,000 per
Director. annum], (g) Soft furnishing once a year if in own accommodation,
Furniture and Fixtures upto an amount of ` 15,00,000.
The compensation paid to Mr. Kapil Wadhawan - Chairman
& Managing Director for the year ended March 31, 2019 is as One-time expenses shall be amortised over the life of the contract
follows:- to arrive at annual perquisite value or as per the Income Tax Act,

1 2 3
as is relevant. Mr. Harshil Mehta shall be given other allowance Retirals: (a) Provident Fund (employers’ contribution) shall be
and reimbursement of expenses including expenses incurred paid at the rate of 12% of basic salary. (b) Gratuity shall be paid
for business of the Company and such other perquisites and as per the Payment of Gratuity Act.
allowance in accordance with the rules and policy of the Company
and as may be approved by the Nomination and Remuneration Other Terms: No sitting fees shall be paid to the Joint Managing
Committee of the Board of Directors of the Company. Director & CEO for attending meetings of the Board of Directors
Contribution to Provident Fund: The contribution to provident or any committee thereof of which he is a member. The Joint
fund, superannuation or annuity fund, to the extent these, singly Managing Director & Chief Executive Officer shall be subject to
or together, are not taxable under the Income Tax Law, gratuity all other service conditions and employee benefit schemes, as
payable and encashment of leave, as per the rules of the applicable to any other employee of the Company. There is no
Company and to the extent not taxable under the Income Tax law, provision for payment of any severance fee to the Joint Managing
shall not be included for the purpose of computation of his overall Director & Chief Executive Officer the office of Mr. Harshil Mehta
ceiling of remuneration. shall be liable to retire by rotation.
Annual Performance Bonus: Mr. Harshil Mehta shall be given an
annual performance bonus up to a maximum of 100% of the basic Notice period: The office of the Joint Managing Director & Chief
salary subject to the Company’s policy, as applicable from time Executive Officer may be terminated either by the Company or
to time. The performance criteria and the amount of performance by him, by way of giving 3 (three) months’ prior notice in writing.
bonus shall be decided by the Nomination and Remuneration
Committee of the Board of Directors. However, Mr. Harshil Mehta resigned from the position of Whole
Time Director (designated as Joint Managing Director & CEO)
Grant of ESARs under Dewan Housing Finance Corporation
Limited –Employee Stock Appreciation Rights Plan 2015: Up from the Board of Directors of the Company w.e.f. February 13,
to a maximum of 200% of basic salary subject to the Company’s 2019 but he continued to be associated with the Company as
policy as applicable from time to time. The criteria and the grant Executive President- Retail Business till June 25, 2019.
size shall be decided by the Nomination and Remuneration
Committee of the Board of Directors. The value of pay out at the Therefore, the compensation paid to Mr. Harshil Mehta- Joint
time of vesting would be linked to the then prevailing price of the Managing Director & Chief Executive Officer for the period from
Company’s share and hence may be different. April 1, 2018 to February 13, 2019 is as follows:-
Name Salary Contribution Other Perquisites Stock Options

(in `) to funds (in `) (in `) (No. of options)
Mr. Harshil Mehta 2,65,99,963 15,53,946 4,65,79,480 -

(Erstwhile Joint Managing Director & Chief Executive Officer)
Note: Excess Remuneration of ` 6.45 crore paid to Mr. Harshil Mehta for the financial year 2018-19, has already been recovered. The total remuneration
paid to him for the financial year 2018-19 as mentioned above does not include the said excess remuneration recovered from him.
Non-Executive and Independent Directors Responsibility Committee Meeting was `18,000 per meeting,
None of the Non-Executive and Independent Directors of the respectively and `10,000 per meeting for attending Stakeholders’
Company have any pecuniary relationship with the Company Relationship Committee Meeting.
except as mentioned herein below. The Non-Executive and
Independent Directors are paid sitting fees and other expenses The Board of Directors at their meeting held on January 25, 2019,
on actual basis (travelling, boarding and lodging) incurred for unanimously approved the revision in sitting fees payable to all
attending the Board/Committee meetings. However, in view of the the Independent Directors of the Company w.e.f. April 1, 2019
best corporate governance practices, the Board of Directors at and increased it to `50,000 for Board Meeting, `50,000 for Audit
their meeting held on January 25, 2019, unanimously approved Committee Meeting, `20,000 for Nomination and Remuneration
that sitting fees shall be payable only to the Independent Directors Committee Meeting, Corporate Social Responsibility Committee
of the Company w.e.f. April 1, 2019. In view of the provisions of Meeting, Risk Management Committee Meeting and Finance
Companies Act, 2013, which provides for higher ceiling of sitting
Committee Meeting and `12,000 for Stakeholders’ Relationship
fees payable to the Board of Directors, the sitting fees payable
Committee Meeting and Review Committee Meeting for
to Non-Executive and Independent Directors for attending each
declaration of Wilful Defaulters to Credit Information Companies
meeting held during Financial Year 2018-19 was fixed at `45,000
for Board Meetings and `35,000 for Audit Committee Meeting. (CICs).
The sitting fees for other committee meetings namely Nomination
and Remuneration Committee Meeting, Finance Committee During the year, no stock options were granted to the Non-
Meeting, Risk Management Committee and Corporate Social Executive Directors and Independent Directors of the Company.
117
The compensation paid / payable by the Company to the Non- • To observe the quarterly status of the number of shares in
Executive and Independent Directors as at March 31, 2019 is as physical as well as dematerialised form;
given below:
(Amount in `) • To review the periodicity and effectiveness of the share
transfer process, statutory certifications, depository related
Name Sittings Fees issues and activities of the Registrar and Share transfer
Mr. Dheeraj Wadhawan 5,49,000 agent;
Ms. Vijaya Sampath1 2,61,000 • Review of adherence to the service standards adopted by
Mr. V. K. Chopra 1
8,26,000 the Company in respect of various services being rendered
Mr. G. P. Kohli1 13,61,000 by the Registrar & Share Transfer Agent and to recommend
measures for overall improvement in the quality of investors
Mr. Mannil Venugopalan 1
7,98,000
services;
Mr. Srinath Sridharan 2
80,000
Mr. Alok Kumar Misra2 - • Review of measures taken for effective exercise of voting
rights by shareholders;
Mr. Sunjoy Joshi2 -
1. Mrs. Vijaya Sampath, Mr. V. K. Chopra, Mr. G. P. Kohli and • Review of the various measures and initiatives taken by
Mr. M. Venugopalan, resigned from the position of Independent the Company for reducing the quantum of unclaimed
Directors of the Company w.e.f. February 12, 2019, March 11, 2019, dividends and ensuring timely receipt of dividend warrants/
March 29, 2019 and March, 30, 2019, respectively. annual reports/statutory notices by the shareholders of the
2. Mr. Sunjoy Joshi and Mr. Alok Kumar Misra were appointed with Company;
effect from March 26, 2019 as Additional Directors, in the category
• To oversee and ensure the compliances under the Investor
of Non-Executive Independent Directors of the Company. Further,
Education and Protection Fund Authority (Accounting,
Mr. Srinath Sridharan was appointed with effect from March 26, 2019
Audit, Transfer and Refund) Rules, 2016;
as Additional Director, in the category of Non-Executive Director of
the Company.
• Any other function as may be stipulated by the Companies
In view of the loss incurred by the Company as at March 31, 2019 Act, 2013, SEBI, Stock Exchanges or any other regulatory
and also in accordance with the provisions of Section 197 of the authorities from time to time.
Companies Act, 2013 and the rules made thereunder, the Board
of Directors had decided that no commission would be payable Composition and Meetings
to the Non-Executive and Independent Directors of the Company The Chairman of the Stakeholders’ Relationship Committee
for the financial year 2018-19. was present at the last i.e. 34th Annual General Meeting of the
Company.
c. Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee of the Board is Ms. Niti Arya - Company Secretary acted as the Secretary to the
constituted in compliance with the provisions of Section 178 of Committee and acted the Compliance Officer of the Company.
the Companies Act, 2013 and Regulation 20 of the SEBI Listing However, she resigned from the position of Company Secretary
Regulations. & Compliance Officer of the Company w.e.f. the end of working
hours on March 15, 2019.
Terms of Reference
During the year 2018-19, four (4) Stakeholders’ Relationship
During the year 2018-19, the terms of reference of the Stakeholders’
Committee meetings were held on April 27, 2018, August 13,
Relationship Committee were amended by the Board of Directors
2018, November 21, 2018 and January 25, 2019. The composition
on January 25, 2019.
and the attendance thereat of the members of the Committee are
The Terms of Reference of the Stakeholders’ Relationship given herein below:
Committee is as follows:
attended
• Resolving the grievances of the security holders (i.e.
members, Fixed Depositors or Debenture Holders or Mr. G. P. Kohli1 Independent 4
Commercial Paper Investors or any other Investors of the (Chairman of the Committee)
security/ies) of the Company including complaints related Mr. Harshil Mehta2 Executive 4
to transfer/transmission of shares, non-receipt of annual Mr. Kapil Wadhawan 3
Executive 4
report, non-receipt of declared dividends, issue of new/
1. Ceased to be the Member of the Committee w.e.f. March 29, 2019
duplicate certificates, general meetings etc;
2. Ceased to be the Member of the Committee w.e.f. February 13,
• To review the certificates and reports submitted by the 2019
Company to the Stock exchanges under the SEBI Listing 3. Ceased to be the Member of the Committee w.e.f. w.e.f. April 19,
Regulations; 2019

1 2 3
After the financial year 2018-19, in view of resignation of  To ensure that the Credit Exposure of the Company to any
Mr. Harshil Mehta- Joint Managing Director & CEO and single/group borrowers does not exceed, the internally
Mr. G. P. Kohli- Independent Director from the Board of Directors set limits and the prescribed exposure ceilings by the
of the Company w.e.f. February 13, 2019 and March 29, 2019, Regulator;
respectively, and the consequent vacancies created in the
Stakeholders’ Relationship Committee of the Board of Directors  To review the Risk Monitoring System;
of the Company, the said Committee was re-constituted by the  To review and verify adherence to various risk parameters
Board of Directors vide Circular Resolution dated April 19, 2019 to set-up for various Operations/Functions and such function
include therein Mr. Srinath Sridharan- Additional (Non-Executive) specifically covering Cyber Security.
Director as the Chairman of the Committee, Mr. Alok Kumar Misra -
Additional (Independent) Director and Mr. Sunjoy Joshi - Additional  To review the Asset-Liability Management Mechanism of the
(Independent) Director as Member(s) of the Committee. The Company.
current composition of the Stakeholders’ Relationship Committee
is as per the provisions of the Companies Act, 2013 and SEBI  To undertake such other function as may be mandated by
the Board or stipulated by the Companies Act, 2013, SEBI,
Listing Regulations and is as follows:
Stock Exchanges or any other regulatory authorities from
Composition Category time to time.
The Risk Management Committee of the Board is constituted
in Compliance with the Provisions of Regulation 21 of the SEBI
Mr. Sunjoy Joshi Independent Listing Regulations and the same is in line with provisions of NHB
CG Directions. The Head of Risk Department is a permanent
Details of shareholders complaints/grievances received invitee to the committee meeting.
During the year, the Company has received 29 complaints from
its shareholders relating to non-receipt of share transfer/bonus During the year 2018-19, one (1) Risk Management Committee
certificate, non-receipt of dividend, non-receipt of annual report meeting was held on November 21, 2018. The composition and
etc. All the Complaints were redressed to the satisfaction of the the attendance thereat of the members of the Committee are
shareholders except five which were received in the month of given herein below:
March, 2019 and remained unresolved at the end of the financial
year.
attended
The Company received 18 complaints from the fixed deposit Mr. Kapil Wadhawan1 Executive 1
holders of the Company and all the complaints stand resolved as
at the financial year ended March 31, 2019. During the year 2018- Mr. V.K. Chopra2 Independent 1
19, Company received 1674 complaints relating to non-receipt of Mr. Mannil Venugopalan 3
Independent 1
securities, electronic credit, refund order, etc. from its debenture Mr. Harshil Mehta4 Executive 1
holders and all the complaints stand resolved as at the end of the
1. Ceased to be the Chairman of the Committee w.e.f. April 19, 2019
financial year.
2. Ceased to be the Member of the Committee w.e.f. March 11, 2019
d. Risk Management Committee 3. Ceased to be the Member of the Committee w.e.f. March 30, 2019
4. Ceased to be the Member of the Committee w.e.f. February 13,
The Risk Management Committee of the Board is constituted
2019
in compliance with the provisions of Regulation 21 of the SEBI
Listing Regulations and the same is in line with the provisions of After the financial year 2018-19, in view of resignation of
NHB CG Directions. Mr. Harshil Mehta- Joint Managing Director & CEO, Mr. V. K.
Chopra and Mr. Mannil Venugopalan- Independent Director(s)
Terms of Reference from the Board of Directors of the Company w.e.f. February 13,
During the year 2018-19, the terms of reference of the Risk 2019, March 11, 2019 and March 30, 2019, respectively and
Management Committee were amended by the Board of Directors the consequent vacancies created in the Risk Management
on January 25, 2019. Committee of the Board of Directors of the Company, the said
Committee was re-constituted by the Board of Directors vide
The Terms of Reference of the Risk Management Committee are Circular Resolution dated April 19, 2019 to include therein
as follows: Mr. Sunjoy Joshi- Additional (Independent) Director as the
Chairman of the Committee, Mr. Srinath Sridharan- Additional
 To review and monitor the Risk Management Policies and (Non-Executive) Director as Member of the Committee and
Procedures; Mr. Kapil Wadhawan- Chairman & Managing Director as Member
119
of the Committee instead of Chairman of the Committee. The  To open and close the current account(s) with any banks at
current composition of the Risk Management Committee is as per any place outside the territory of India and to finalize/vary
the requirements of the SEBI Listing Regulations and is as follows: the authorization (s) to operate the same;
Composition Category  To open and close the securities/demat/custodian

Mr. Sunjoy Joshi Independent accounts(s) with any depository /participant at any place in
(Chairman of the Committee) India and abroad and to finalize/vary the authorization(s) to
operate the same;
Mr. Kapil Wadhawan Executive
Mr. Srinath Sridharan Non-Executive  To consider and approve the buyout and sell down of pool
of loan portfolio by way of securitization and/or assignment
e. Finance Committee
and the matters relating thereto and to authorize Director(s)
The terms of reference of the Finance Committee was last amended or the official(s) of the Company for the purpose.
on April 30, 2018 by the Board of Directors of the Company.
 To approve the terms and execution of the agreements,
Terms of Reference documents, undertakings, contracts, deeds with respect to
the transactions approved by the Board or any Committee
The terms of Reference of the Finance Committee are as follows:
thereof.
 To borrow moneys for the purpose of the Company’s
Business in accordance with the Companies Act, and
any modification and enactment thereof, if any and but During the year 2018-19, the Committee met twenty seven [27]
not exceeding the overall limit up to which the Board of times on April 18, 2018, May 16, 2018, May 23, 2018, June 14, 2018,
Directors of the Company are authorized/to be authorized June 25, 2018, July 4, 2018, July 26, 2018, August 28, 2018, August
under the Companies Act, and any modification and 31, 2018, September 6, 2018, September 19, 2018, September
enactment thereof; 27, 2018, September 28, 2018, October, 10, 2018, October, 24,
2018, October 29, 2018, November 2, 2018, November 16, 2018,
 To consider and approve/accept the letters of sanction by November 19, 2018, November 29, 2018, December 24, 2018,
the term lending institutions/banks/NHB and other bodies December 28, 2018, January 18, 2019, February 8, 2019, March
corporate, opening and/or closing of the current accounts/ 13, 2019, March 20, 2019 and March 29, 2019.
cash credit/overdraft/fixed deposits or other account(s)
with any bank and authorize the Directors/officers of the The composition and the attendance thereat of the members of
Company for the purpose; the Committee are given herein below:
 To authorize operation of such accounts of the Company Composition Category Meetings

with its bankers and to vary the existing authorization to attended
operate the same and granting of general /specific power Mr. Kapil Wadhawan Executive 23
of attorney to the officers at the branches for routine matters (Chairman of the Committee)
and any such matters pertaining to the routine functions; Mr. G.P. Kohli1 Independent 26
Mr. Dheeraj Wadhawan 2
Non - Executive 23
 To approve the change/s of rates of interest of all loan
products and on public deposits or on debentures, debts 1. Ceased to be the Member of the Committee w.e.f. March 29, 2019;
or any other instruments/ financial products issued by the 2. Ceased to be the Member of the Committee w.e.f. April 19, 2019;
Company;
After the financial year 2018-19, in view of resignation of
 To consider and approve the allotment of any issue of Mr. G. P. Kohli- Independent Director from the Board of Directors of
securities by the Company, be it by way of preference the Company w.e.f. March 29, 2019 and the consequent vacancy
shares of all types, public issue of equity shares including created in the Finance Committee of the Board of Directors of the
Rights Offer, preferential issue of equity shares including Company, the said Committee was re-constituted by the Board
firm allotment, employees stock option plan/schemes, of Directors vide Circular Resolution dated April 19, 2019 to
bonds, debentures and any other financial instrument of like include therein Mr. Alok Kumar Misra - Additional (Independent)
nature; Director and Mr. Sunjoy Joshi - Additional (Independent) Director
as Member(s) of the Committee. Further, Mr. Dheeraj Wadhwan,
 To grant approval of loans above `200 crore upto prudential Non-Executive Director ceased to be the Member of the Finance
exposure norms as per NHB guidelines to any person, firm Committee w.e.f. April 19, 2019. The said Committee was again
or body corporate at any time or from time to time and to re-constituted by the Board of Directors vide Circular Resolution
grant approval for issuance of Corporate Guarantee(s) by dated June 26, 2019 to include therein Mr. Srinath Sridharan -
the Company in favour of the body corporates as per the Additional (Non-Executive) Director as Member of the Committee.
provisions of Companies Act, 2013 and NHB Guidelines; The current composition of the Finance Committee is as follows:

1 2 3
 Any other function as may be stipulated by the Companies

Act, 2013, SEBI, Stock Exchanges or any other regulatory
Mr. Kapil Wadhawan Executive authorities from time to time.
Mr. Alok Kumar Misra Independent Composition and Meetings
Mr. Sunjoy Joshi Independent During the year 2018-19, the Committee met two (2) times on
Mr. Srinath Sridharan Non-Executive April 30, 2018 and September 21, 2018. The composition and the
attendance thereat of the members of the Committee are given
herein below:
f. Corporate Social Responsibility (CSR) Committee
The Corporate Social Responsibility Committee is constituted in Composition Category Meetings
line with the requirements of Section 135 of the Companies Act, attended
2013.
Mr. G.P. Kohli1 Independent 2
Terms of Reference
The Terms of Reference of the CSR Committee are as follows:
Mr. Kapil Wadhawan Executive 2
 To establish and review of corporate social responsibility
Mr. Harshil Mehta 3
Executive 2
policies;
1. Ceased to be the Member of the Committee w.e.f. March 29, 2019;
 To identify, segment and recommend the CSR projects/ 2. Ceased to be the Member of the Committee w.e.f. March 11, 2019;
programs/activities to the Board of Directors; 3. Ceased to be the Member of the Committee w.e.f. February 13,
2019;
 To recommend the amount of expenditure to be incurred on After the Financial Year 2018-19, in view of resignation of
the activities as identified for CSR by the Company; Mr. Harshil Mehta- Joint Managing Director & CEO, Mr. V.K. Chopra
and Mr. G. P. Kohli- Independent Director(s) from the Board of
 To oversight the implementation of corporate social
responsibility projects/ programs/ activities; Directors of the Company w.e.f. February 13, 2019, March 11,
2019 and March 29, 2019, respectively, and the consequent
 To review the annual budgets/expenditure with respect to vacancy(ies) created in the Corporate Social Responsibility
corporate social responsibility programs/projects/activities; Committee of the Board of Directors of the Company, the said
Committee was re-constituted by the Board of Directors vide
 To work with management to establish and develop the Circular Resolution dated April 19, 2019 to include therein Mr. Alok
Company’s strategic framework and objectives with respect
Kumar Misra- Additional (Independent) Director as the Chairman
to corporate social responsibility matters;
of the Committee and Mr. Srinath Sridharan- Additional (Non-
 To receive reports on the Company’s Corporate Social Executive) Director as Member of the Committee. The current
Responsibility programs/ projects/ activities; composition of the Corporate Social Responsibility Committee is
as follows:
 To establish and review the implementation mechanism for
the CSR programs/ projects/activities undertaken by the
Company;
 To establish and review the monitoring mechanism of CSR (Chairman of the Committee)
projects/programs/activities;
 To review the CSR initiatives and programs/projects/ Mr. Kapil Wadhawan Executive
activities undertaken by the Company;
 To review the Company’s disclosure relating to corporate g. SPECIAL COMMITTEES OF THE BOARD
social responsibility matters in accordance with the (i) Review Committee
requirements of the regulatory provisions; The Board of Directors of the Company at their meeting held on
January 22, 2018, constituted the Review Committee pursuant to
 To obtain legal or other independent professional advice/
NHB Circular No. NHB (ND)/DRS/Policy Circular No. 83/2017-18
assistance;
dated December 5, 2017. During the year 2018-19, the Committee
 To form and delegate authority to any sub-committee or met one (1) time on November 21, 2018. The composition and the
employee(s) of the Company or one or more members of attendance there at of the members of the Committee are given
the committee herein below:
121
Composition Category Meetings The Board of Directors at their meeting held on March 29, 2019,
attended unanimously agreed to dissolve the said committee since the
Mr. Harshil Mehta1 Executive 1 purpose of the constitution of this committee was duly met with.
(iii) Special Committee for Sale of Strategic Investments
Mr. Mannil Venugopalan2 Independent 1
Mr. V. K. Chopra3 Independent 1 The Board of Directors at their meeting held on January 31, 2019,
Any 2 Members from Identification Committee (comprising constituted a Special Committee for Sale of Strategic Investments
of Joint Managing Director & CEO, Chief Operating Officer, to identify, determine and approve the strategic sale of investments
Head – Risk, Collections & Recoveries, Head – Project Finance by the Company. The said Committee was authorized to (i) enter
and Head – Management Assurance & Audit Function) into discussions, negotiate and finalise the terms and conditions
1. Ceased to be the Member of the Committee w.e.f. February 13, 2019; of the Transaction with the Prospective Buyer(s); (ii) sign all
2. Ceased to be the Member of the Committee w.e.f. March 30, 2019; documents and make all applications as they may be deemed
3. Ceased to be the Member of the Committee w.e.f. March 11, 2019; fit, and represent the Company before any regulatory authority
for obtaining approval(s) / clearances statutory, contractual
After the Financial Year 2018-19, in view of resignation of
or otherwise, in relation to the above and to settle all matters
Mr. Harshil Mehta- Joint Managing Director & CEO, Mr. V.K.
arising out of and/or incidental or ancillary thereto; (iii) enter into
Chopra and Mr. Mannil Venugopalan - Independent Director(s)
from the Board of Directors of the Company w.e.f. February 13, discussions with Prospective Buyer(s), in connection with the
2019, March 11, 2019 and March 30, 2019, respectively, and the Transaction and execute all such documents and deeds, as they
consequent vacancy(ies) created in the Review Committee of may deem fit, pursuant to the said discussions and (iv) further
the Board of Directors of the Company, the said Committee was delegate any of its authority to any of the Directors or officers of
re-constituted by the Board of Directors vide Circular Resolution the Company, on behalf of the Company, and generally to do all
dated April 19, 2019 to include therein Mr. Kapil Wadhawan act(s), matters, deed(s) and thing(s) and execute all documents,
- Chairman & Managing Director as the Chairman of the as may be necessary, proper, expedient or incidental for the
Committee, Mr. Alok Kumar Misra and Mr. Sunjoy Joshi - Additional aforesaid purpose. During the year 2018-19, the Committee
(Independent) Director(s) as Member(s) of the Committee. The met two (2) times on February 2, 2019 and March 16, 2019. The
current composition of the Review Committee is as follows: composition and the attendance thereat of the members of the
Composition Category Committee are given herein below:
Mr. Kapil Wadhawan Executive
attended
Mr. Sunjoy Joshi Independent
(ii) NCD Public Issue Committee Mr. G.P. Kohli1 Independent 2

The Board of Directors at their meeting held on April 30, 2018
constituted a NCD Public Issue Committee to undertake necessary 1. Ceased to be the Member of the Committee w.e.f. March 29, 2019;
decisions in relation to the proposed Public Issue, inter- alia (i) to 2. Ceased to be the Member of the Committee w.e.f. March 11, 2019;
approve the Shelf Prospectus (Draft/ Final) (ii) deciding from time
to time the tenure of the NCDs; (iii) coupon/interest offered; (iv) After the financial year 2018-19, in view of resignation of Mr. V.
schedule of payment of interest/coupon and the principal; (iv) details K. Chopra and Mr. G. P. Kohll - Independent Director(s) from the
of the security/charge to be created in favour of the NCD holders; Board of Directors of the Company w.e.f. March 11, 2019 and
(v) details of redemption of the NCDs; (vi) approval of Tranche I March 29, 2019, respectively, and the consequent vacancy(ies)
Prospectus and (vi) allied matters in relation to the issue of NCDs, at created in the Special Committee for Sale of Strategic Investments
the time of the issue of the relevant tranche prospectus(es). During of the Board of Directors of the Company, the said Committee
the year 2018-19, four (4) NCD Public Issue Committee Meeting(s) was re-constituted by the Board of Directors vide Circular
were held on May 4, 2018, May 14, 2018, May 23, 2018 and June 4, Resolution dated April 19, 2019 to include therein Mr. Srinath
2018. The composition and the attendance there at of the members Sridharan- Additional (Non-Executive) Director and Mr. Alok
of the Committee are given herein below: Kumar Misra - Additional (Independent) Director as Member(s) of
Composition Category Meetings the Committee. The current composition of the Special Committee
attended for Sale of Strategic Investments is as follows:
(Chairman of the Committee) Composition Category
Mr. G.P. Kohli1 Independent 4 Mr. Kapil Wadhawan Executive
Mr. V. K. Chopra2 Independent 4 (Chairman of the Committee)
1. Ceased to be the Member of the Committee w.e.f. March 29, 2019;
2. Ceased to be the Member of the Committee w.e.f. March 11, 2019; Mr. Alok Kumar Misra Independent

1 2 3
4. GENERAL BODY MEETINGS

i. Details of past three Annual General Meetings held by the Company
Meeting Date and Time Location Details of Special Resolution passed
34th AGM June 27, 2018 M. C. Ghia Hall, Bhogilal Hargovindas Building, Issuance of Non-Convertible Debentures on
at 11.00 a.m. 4th Floor, 18/20 K. Dubash Marg, Kala Ghoda, Mumbai Private Placement Basis
400 001.
33rd AGM July 21, 2017 M. C. Ghia Hall, Bhogilal Hargovindas Building, 1. Increase in borrowing powers of the
at 12.00 Noon 4th Floor, 18/20 K. Dubash Marg, Kala Ghoda, Mumbai Board of Directors of the Company.
400 001. 2. Authority to create charge and/or
mortgages on the assets of the Company.
3. Issuance of Non- Convertible Debentures
on Private Placement Basis.
32nd AGM July 20, 2016 Exchange Plaza, National Stock Exchange Auditorium, Issuance of Non-Convertible Debentures
at 12.00 Noon NSE Building, Ground Floor, Bandra Kurla Complex, and/or Other Hybrid Instruments on Private
Bandra (East) Mumbai – 400 051. Placement Basis.
ii. Details of Postal Ballots conducted by the Company 2013 read with Rule 22 of the Companies (Management and
During the year 2018-19, the Company conducted two (2) Postal Administration) Rules, 2014.
Ballots in accordance with Section 110 of the Companies Act, Mrs. Jayshree S. Joshi, Proprietress of M/s Jayshree Dagli &
2013, read with Rule 22 of the Companies (Management and Associates, Practicing Company Secretaries, Mumbai, was
Administration) Rules, 2014. appointed as a scrutinizer for scrutinizing voting (both physical
and e-voting) in a fair and transparent manner for both the postal
The Company sent the Postal Ballot Notice(s) together with Postal ballots conducted by the Company during the year.
Ballot Form to the Members of the Company for seeking their
approval to the businesses listed therein. The Company also The details of the resolutions passed by way of postal ballots
provided its Members with an e-voting facility through National along with the voting pattern in respect of the Special Resolutions
Securities Depository Limited (NSDL), in accordance with the passed are mentioned below:
provisions of Section 108 of the Companies Act, 2013 read I. The Board of Directors approved the Postal Ballot Notice
with Rule 20 of Companies (Management and Administration) dated August 13, 2018, containing the below mentioned
Amendment Rules, 2015 and Regulation 44 of the SEBI Listing resolutions for the approval of the Members, which was
Regulations, in order to enable them to exercise their voting rights passed with the requisite majority on September 15, 2018.
by way of electronic means on the resolution(s) proposed through
Postal Ballot(s). a. Details of Resolution:
Item No. 1: To approve issue of Securities for an aggregate
The Company complied with the procedure for Postal Ballot amount upto ` 4,000 crore or equivalent thereof.
in terms of the provision of Section 110 of the Companies Act, (Special resolution)
b. Details of voting pattern of the Special Resolutions passed:

Details of Special Resolution No. of Votes Votes cast in favour Votes cast against
Polled No. of Votes % No. of Votes %
To approve the issue of Securities for an 21,30,79,909 19,27,96,674 90.48% 2,02,83,235 9.52%
aggregate amount upto ` 4,000 crore or
equivalent thereof.
II. The Board of Directors further, approved the Postal Ballot Notice dated January 25, 2019, containing the below mentioned
resolutions for the approval of the Members, which was passed with the requisite majority on March 4, 2019.
a. Details of Resolution:
Item No. 1: To approve re-appointment of Mr. Vijay Kumar Chopra as an Independent Director of the Company. (Special resolution)
Item No. 2: To approve re-appointment of Mr. Mannil Venugopalan as an Independent Director of the Company. (Special Resolution)
Item No. 3: To approve re-appointment of Mr. Guru Prasad Kohli as an Independent Director of the Company. (Special Resolution)
Item No. 4: To approve keeping the Register and Index of Members and Debenture holders along with the copies of Annual Return
as per the Companies Act, 2013, at a place other than the Registered office of the Company. (Special Resolution)
123
b. Details of voting pattern of the Special Resolution passed:

Name of the Resolution No. of Votes Votes cast in favour Votes cast against
Polled
No. of Votes % No. of Votes %
To approve re-appointment of Mr. Vijay Kumar 18,96,03,109 17,62,18,006 92.94% 1,33,85,103 7.06%
Chopra as an Independent Director of the
Company.
To approve re-appointment of Mr. Mannil 18,96,04,096 18,95,26,102 99.96% 77,994 0.04%
Venugopalan as an Independent Director of
the Company.
To approve re-appointment of Mr. Guru 18,96,04,068 17,66,14,068 93.15% 1,29,90,000 6.85%
Prasad Kohli as an Independent Director of
the Company.
To approve keeping the Register and Index 18,96,05,879 18,95,72,183 99.98% 33,696 0.02%
of Members and Debenture holders along
with the copies Annual Return as per the
Companies Act, 2013, at a place other than
the Registered office of the Company.
iii. Details of Proposed Postal Ballots Company at URL: https://www.dhfl.com/docs/default-source/

No special resolution through Postal Ballot is proposed to be investors/policy-on-determining-material-subsidiary/policy-on-
conducted on or before the ensuing Annual General Meeting. determining-of-material-subsidiaries_27-06-2018.pdf
5. SUBSIDIARY COMPANIES 6. OTHER POLICIES AND CODES ADOPTED BY

THE COMPANY
As at March 31, 2019, the Company has four (4) unlisted wholly
owned subsidiaries, namely DHFL Advisory & Investments a. Policy on Disclosure of Material Events and
Private Limited, DHFL Investments Limited, DHFL Changing Lives Information
Foundation (Section 8 Company) and DHFL Holdings Limited. The Company has in place Board approved Policy on Disclosure
of Material Events and Information, formulated in accordance with
During the year 2018-19, the Company incorporated DHFL SEBI Listing Regulations, to determine the events and information
Holdings Limited on September 20, 2018. The main objective of which are material in nature and are required to be disclosed to
DHFL Holdings Limited is to carry on the business or businesses the Stock Exchanges and was also amended on June 27, 2019
of a holding and investment company, to buy, underwrite, invest in line with the amendments made to the relevant provisions of
in, acquire, hold, deal in and trade in shares, stocks, debentures, the Companies Act, 2013 and the rules thereunder pursuant to
debenture-stock, bonds, obligations and securities of any kind notification dated May 7, 2018 issued by the Ministry of Corporate
of companies or partnership firms or body corporate, whether in Affairs (MCA) and the same is available on the website of the
India or elsewhere. Company at the URL: https://www.dhfl.com/docs/default-source/
investors/policy-on-disclosure-of-material-events-and-information/
The Company ensures compliance with the requirements as listed policy-on-disclosure-of-material-events-and-information1.pdf
out under Regulation 24 of SEBI Listing Regulations in respect
of its unlisted subsidiary companies including review of financial b. Code of Conduct for Prohibition of Insider Trading
statements, in particular, the investments made by the subsidiaries, The Company has in place a Code of Conduct for Prohibition
by the Audit Committee/Board of Directors of the Company. of Insider Trading formulated in accordance with SEBI Listing
The minutes of the Board Meetings of the unlisted subsidiary Regulations, which lays down the process of dealing with
companies and statement of all significant transactions and unpublished price sensitive information, trading in securities of
arrangements entered into by the unlisted subsidiary companies, the Company by the employees and the connected persons and
if any, are placed before the Board of Directors on quarterly basis. to regulate, monitor and report trading by the employees and the
connected persons of the Company either on his/her own behalf
As per the provisions of Regulation 16 (c) of the SEBI Listing or on behalf of any other person. The said policy was amended
Regulations, none of the Company’s subsidiaries are material on April 30, 2018 pursuant to Ministry of Corporate Affairs (MCA)
subsidiaries. The Board has approved a Policy on determining Notification No. S.O. 630(E) dated February 9, 2018 regarding
material subsidiary(ies) in terms of the SEBI Listing Regulations notification of few Sections of the Companies (Amendment) Act,
which was last amended on January 25, 2019 pursuant to SEBI 2017. Further, the said policy was last amended on March 29, 2019
(Listing Obligations and Disclosure Requirements) (Amendment) pursuant to SEBI (Prohibition of Insider Trading) (Amendment),
Regulations, 2018 as notified by SEBI vide notification dated Regulations 2018 as notified by SEBI vide notification(s) dated
May 9, 2018 and the same is available on the website of the December 31, 2018 and January 21, 2019.

1 2 3
c. Code of Practices and Procedures for Fair Disclosure g. Other Policies

of Unpublished Price Sensitive Information
Further in order to strengthen the internal procedures and
The Company has in place Code of Practices and Procedures systems and for better governance, your Company also has in
for Fair Disclosure of Unpublished Price Sensitive Information place various other policies and manuals such as Information
formulated in accordance with the Securities and Exchange Security Policies, Investment Policy, Policy for Private Placement
Board of India (Prohibition of Insider Trading) Regulations, 2015, of Non-Convertible Debentures (NCDs), Model Code of Conduct
which lays down the practices and procedures for Fair Disclosure
for Distributors, Brokers and Intermediaries, Comprehensive
of Unpublished Price Sensitive Information that could impact
Outsourcing Policy, Staff Accountability, Policy on Utilization of
price discovery in market for its securities. The said code was
Share/Debenture related stationery by the Registrar and Share
last amended on March 29, 2019 pursuant to SEBI (Prohibition
Transfer Agent for ensuring the orderly and efficient conduct of
of Insider Trading) (Amendment), Regulations 2018 as notified
Company’s business.
by SEBI vide notification(s) dated December 31, 2018 and
January 21, 2019. The said code is available on the website of
the Company at the URL : https://www.dhfl.com/docs/default- 7. MEANS OF COMMUNICATION
source/investors/dhfl-code-of-practices-procedures-for-fair- The primary source of information to the shareholders, customers,
disclosure-of-unpublished-price-sensitive-information/dhfl-code- analysts and to the public at large is through the website of the
of-practices-procedures-for-fair-disclosure-of-upsi.pdf Company i.e. www.dhfl.com. The Company maintains a functional
website and disseminates, inter-alia, the following information:
d. Policy on Fit and Proper Criteria for the Directors
 details of its business;
The Company has formulated and adopted a Policy on Fit and
Proper Criteria for the Directors, in accordance with Housing  terms and conditions of appointment of independent
Finance Companies – Corporate Governance (National Housing directors;
Bank) Directions, 2016 which inter-alia, lays down the fit and
 composition of various committees of board of directors;
proper criteria of the Directors at the time for their appointment/
reappointment and on a continuing basis.  the email address for grievance redressal and other relevant
details;
e. Internal Guidelines on Corporate Governance
 contact information of the designated officials of the listed
The Company has formulated and adopted the Internal Guidelines entity who are responsible for assisting and handling
on Corporate Governance in accordance with Housing Finance
investor grievances;
Companies – Corporate Governance (National Housing Bank)
Directions, 2016, which inter-alia, defines the legal, contractual  financial information including notice of Board Meetings,
and social responsibilities of the Company towards its various financial results, annual report. etc.
stakeholders and lays down the Corporate Governance practices
 shareholding pattern;
of the Company. The said Guidelines were last amended on
January 25, 2019 pursuant to amended SEBI Listing Regulations,  schedule of analyst or institutional investors meet and/
as notified by SEBI vide notification dated May 9, 2018 and or presentations made by the Company to analyst or
the same is available on the website of the Company at the institutional investors and such other required information in
URL:https://www.dhfl.com/docs/default-source/investors/internal- terms of Regulation 46 of SEBI Listing Regulations.
guidelines-on-corporate-governance/internal-guidelines-on-
corporate-governance_27-06-2018.pdf The Company regularly updates any change in the content of the
website within two working days of such change.
f. Policy on Know Your Customer (KYC) & Anti Money
Laundering Measures The Annual Report, annually/half yearly/ quarterly results,
The Company has in place a Policy on Know Your Customer [KYC] shareholding pattern, corporate governance report, investor’s
and Anti Money Laundering [AML] Measures based on Guidelines presentation, information on material events etc. are periodically
of National Housing Bank which enables the Company to know/ filed in accordance with the SEBI Listing Regulations on BSE
understand its customers and their financial dealings better which Listing and NSE electronic application processing system
in turn will help it to carry out its lending / credit operations and (NEAPS) portals. The financial results of the Company (quarterly
manage its risks, prudently and prevent the Company from being and annually) are published in leading newspapers namely
used, intentionally or unintentionally, by criminal elements for Financial Express, Navshakti and other leading newspapers.
money laundering activities. The said policy was last amended on
July 13, 2019 pursuant to the National Housing Bank circular No. Half yearly communications as required under Regulation 52(4)
NHB/ND/DRS/Policy Circular No. 94/2018-19 dated March 11, and 52(5) of SEBI Listing Regulations are sent to the debenture
2019 on the guidelines on ‘Know Your Customer’ & ‘Anti-Money holders by the Company which inter-alia, includes half yearly/
Laundering Measures’ for Housing Finance Companies. annual financial results, annual reports etc.
125
Various investor relation activities such as analyst briefings, conference calls, global investor road shows, presentation on financials,
discussion on Company strategy and development etc. are undertaken by the senior management team and the Chief Investor Relations
Officer.
8. GENERAL SHAREHOLDERS INFORMATION

i. Date, Time and Venue of the 35th The 35th Annual General Meeting of the Company will be held on Saturday,
Annual General Meeting September 28, 2019, at 2.30 p.m. at M.C. Ghia Hall, Bhogilal Hargovindas Building,
4th Floor, 18/20, K. Dubash Marg, Kala Goda, Mumbai- 400 001.
ii. Financial Year The financial year of the Company is April to March.
iii. Name and address of the Stock National Stock Exchange of India Ltd. (NSE) BSE Limited (BSE)
Exchanges on which the securities Exchange Plaza, Bandra – Kurla Complex, Phiroze Jeejebhoy Towers
i.e. Equity and Debentures of the
Bandra (East), Mumbai 400 051. Dalal Street, Fort, Mumbai 400 001
Company are listed
Stock Code – DHFL Stock Code – 511072
The Annual Listing fees have been paid to both the Stock Exchanges for the
Financial Year 2019-20.
iv. ISIN Number for Equity Shares in INE 202B01012
NSDL & CDSL :
v. Date of Book Closure Sunday, September 22, 2019 to Saturday, September 28, 2019 (both days inclusive)
vi. Market Price Data

The monthly high and low closing prices during the Financial Year 2018-19 along with the volume of shares traded at BSE and NSE are
as follows :-
(Price in `)
Month BSE-Price NSE-Price

High Low Average Quantity High Low Average Quantity Traded
Price Traded Price
Apr-18 657.70 510.00 583.85 83,52,853 641.00 521.35 581.18 13,48,25,884
May-18 680.00 592.30 636.15 53,07,361 648.45 601.00 624.73 9,75,97,246
Jun-18 655.00 582.00 618.50 59,85,802 643.65 601.60 622.63 11,33,36,587
Jul-18 642.90 575.05 608.98 64,04,371 624.55 588.65 606.60 9,75,77,204
Aug-18 685.00 588.75 636.88 54,10,073 671.95 590.90 631.43 8,87,67,456
Sep-18 690.00 246.25 468.13 4,85,53,703 679.25 274.95 477.10 52,53,67,080
Oct-18 333.05 176.05 254.55 8,05,32,963 318.50 183.85 251.18 77,29,70,906
Nov-18 249.70 198.00 223.85 4,15,39,672 244.35 199.95 222.15 34,91,45,992
Dec-18 252.20 193.00 222.60 2,96,23,484 249.40 198.20 223.80 22,61,99,395
Jan-19 249.90 129.60 189.75 4,00,78,455 246.35 135.90 191.13 34,12,35,628
Feb-19 143.80 97.00 120.40 6,51,23,712 139.20 104.85 122.03 59,51,02,357
Mar-19 160.80 126.85 143.83 4,08,43,109 150.25 127.90 139.08 39,35,17,798
(Sources: www.bseindia.com and www.nseindia.com)
vii. Performance in comparison to broad-based indices
Performance Comparision with NSE Sensex Performance Comparision with BSE Sensex
700 39,000 700
12,000
600 38,000 600
11,500
500 37,000 500
11,000 400 36,000 400
10,500 300 35,000 300
200
10,000 34,000 200
100
9,500 0 33,000 100
32,000 0
Apr-18 May-18 Jun-18 Jul-18 Aug-18 Sep-18 Oct-18 Nov-18 Dec-18 Jan-19 Feb-19 Mar-19

NSE Sensex DHFL Share Price BSE Sensex DHFL Share Price

1 2 3
viii.
Medium Term Notes (MTN) programme (Masala ` 1,000 each, subject to the receipt of necessary approvals, for
Bonds) an amount upto ` 15,000 crore (Rupees Fifteen Thousand Crore
The Company had during the Financial Year 2017-18, set up only) (including the green shoe option), in one or more tranches,
Medium Term Note (MTN) programme for raising of funds by way in terms of the provisions of the Securities and Exchange Board of
of issue of secured Rupee denominated Notes overseas to be India (Issue and Listing of Debt Securities) Regulations, 2008, the
settled in USD for an amount not exceeding USD 2 billion. Under Companies Act, 2013 and other applicable laws.
the said MTN Programme, the Company had successfully raised
an amount of ` 989.72 crore by issue of INR denominated USD During the financial year 2018-19, the Company made a public
settled Notes having a tenure of 5 years on April 18, 2018. These issue of Secured Redeemable Non-Convertible Debentures of
bonds are listed on London Stock Exchange (LSE – International ` 12,000 crore (including green shoe option). Your Company
Securities Market (ISM) Segment). allotted 10,94,47,863 NCDs of the Face value of ` 1,000 each
for aggregate amount of ` 10,944.79 crore. The proceeds of the
ix.
Fund raising by way of Public Issue of Non- aforesaid issuances were utilized for the purpose for which they
Convertible Debentures (NCDs) were raised, largely towards business purposes, pre-payment/
The Board of Directors of the Company at their meeting held on repayment of high cost borrowings. The outstanding balance of
April 30, 2018, approved the raising of funds by way of public issue these Debentures as on March 31, 2019 amounts to ` 10,944.79
of Secured Redeemable Non-Convertible Debentures of face value crore.
x. Registrar and Share Transfer Agents
For Equity Shares and Debentures (Private Placement) For Debentures (Public Issue)
Link Intime India Private Ltd. Karvy Fintech Private Limited
C-101, 247 Park, L B S Marg, Vikhroli (West), Mumbai 400 083 Karvy Selenium Tower B, Plot 31 & 32, Financial District,
Nanakramguda, Gachibowli, Hyderabad – 500 032
Tel: 022- 49186000; Fax: 022-49186060
Tel : +91 40- 67162222; Fax: +91 40- 23420814
email- rnt.helpdesk@linkintime.co.in
email – einward.ris@karvy.com; website: www.karvy.com
website :www.linkintime.co.in
xi. Secretarial Audit for Financial Year 2018-19 xiii. Share Transfer System
Mrs. Jayshree S. Joshi, Proprietress of M/s Jayshree Dagli & All activities in relation to both physical share transfer facility
Associates, Practicing Company Secretaries, Mumbai, was (includes transmission/ splitting and consolidation of share
appointed as a Secretarial Auditor to conduct Secretarial Audit certificates/dematerialization /rematerialization) is processed
of the Company for the financial year ended March 31, 2019 as periodically by the Registrar & Share Transfer Agent (RTA) of the
per the provisions of Companies Act, 2013 who has carried out Company. The Stakeholders’ Relationship Committee is updated
an independent assessment of the compliance of SEBI Listing on quarterly basis on the details of shares transferred/transmitted
Regulations as a part of the secretarial audit. The Secretarial etc. as received from the RTA. In case of shares held in electronic
Audit Report addressed to the Members of the Company forms form, the transfers are processed by National Securities Depository
part of this Annual Report as an annexure to the Board’s report. Limited (NSDL) and Central Depository Services (India) Limited
(CDSL) through their respective Depository Participants.
xii. Secretarial Compliance Report for Financial Year
2018-19 In terms of Regulation 40(2) of SEBI Listing Regulations, the Board
Pursuant to SEBI Circular No. CIR/CFD/CMD1/27/2019 dated of Directors have delegated the power to attend all the formalities
February 8, 2019, the listed entity shall require a check by the relating to transfer of securities to the RTA pursuant to which the
Practicing Company Secretaries (PCS) on the compliance of all RTA reports on transfer of securities to the Board of Directors in
applicable SEBI Regulations and circulars/ guidelines issued every Board Meeting.
thereunder, consequent to which, the PCS shall submit the Annual
Secretarial Compliance Report to the listed entity in the prescribed The Company also obtains a certificate of compliance certifying
format. The said Annual Secretarial Compliance Report is required that all certificates have been issued within thirty days of the date
to be submitted by the listed entity to the stock exchanges within of lodgment for transfer, sub-division, consolidation, renewal,
60 days of the end of the financial year. Accordingly, Ms. Prachi exchange or endorsement of calls/allotment monies and other
P. Sawant of M/s. Sawant & Associates, Practicing Company related formalities, from a Practicing Company Secretary, as
Secretary (PCS) had carried out the Secretarial Compliance Audit required under Regulation 40(9) of the SEBI Listing Regulations
of the Company for the financial year 2018-19 and the report of and files a copy of the same with the Stock Exchanges on half
the same was submitted to Stock Exchange(s) by the Company. yearly basis.
127
xiv. Distribution of Shareholding as on March 31, 2019

Shareholding of nominal Value of Shareholders Share Amount
In ` Number % to Total In ` % to Total
1 2 3 4 5
Upto 5,000 2,88,154 91.13 28,59,65,510 9.11
5,001 to 10,000 15,233 4.82 11,78,07,600 3.76
10,001 to 20,000 6,988 2.21 10,45,91,980 3.33
20,001 to 30,000 2,103 0.67 5,36,03,390 1.71
30,001 to 40,000 958 0.30 3,43,40,660 1.09
40,001 to 50,000 697 0.22 3,25,13,880 1.04
50,001 to 1,00,000 1,121 0.35 8,10,35,780 2.58
1,00,001 and above 952 0.30 2,42,83,71,440 77.38
Total 3,16,206 100.00 3,13,82,30,240 100.00
xv. Shareholding Pattern of the Company as on March 31, 2019

Category No of Shares % of Shareholding
Promoters and Persons acting in concert with promoters 12,30,49,714 39.21
Bodies Corporate 1,70,04,330 5.42
Government Companies 1,76,411 0.06
Mutual Funds 34,12,468 1.09
FIIs 18,30,296 0.58
Foreign Portfolio Investor (Corporate) 5,35,70,596 17.07
Alternate Investment Fund 42,000 0.01
NRI 38,07,479 1.21
Financial Institutions / Banks 1,14,97,181 3.66
Individual 8,72,32,528 27.80
Trusts 932 0.00
Others- Clearing Members 97,98,015 3.12
Hindu Undivided Family 23,14,054 0.74
NBFCs registered with RBI 87,020 0.03
Total 31,38,23,024 100.00
Note : None of the shares of the promoters/person acting in concert with promoters are pledged or encumbered with any of the banks or financial
institutions. However, 2,12,30,070 equity shares of ` 10 each issued pursuant to conversion of warrants are locked in for a period upto November 2, 2019
as per SEBI Regulations.
xvi. Dematerialization of Shares and Liquidity associated foreign exchange risk and hedged the same to the
The Company’s equity shares are in the list of compulsory demat extent necessary. It entered into Principal/Interest rate Swap
settlement by all the investors. As on March 31, 2019, 99.72% transactions for hedging foreign exchange risk. The details of the
of the total issued share capital of the Company representing foreign currency exposure are disclosed at Note No. 44 of the
31,29,53,985 equity shares were held in dematerialized form and audited (standalone) financial statements.
the balance 0.28% representing 8,69,039 equity shares were held
in physical form by the shareholders of the Company. xix. Listing of Debt Securities
The secured debentures issued by the Company (includes
The shares of the Company are frequently traded on both the
those issued by amalgamated Company viz. First Blue Home
Stock Exchanges.
Finance Ltd.) on private placement basis and those issued by
xvii. Outstanding GDR or ADR or warrants or Convertible way of public issue are listed on National Stock Exchange of India
instruments, conversion date and likely impact on Limited and BSE Limited. Catalyst Trusteeship Limited (formerly
equity. GDA Trusteeship Limited) and IDBI Trusteeship Services
As at March 31, 2019, the Company does not have any outstanding Limited act as the debenture trustees for the Non – Convertible
GDR or ADR. Debentures issued by the Company on private placement basis.
Catalyst Trusteeship Limited (formerly GDA Trusteeship Limited)
xviii. Commodity price risk or foreign exchange risk and also acts as a debenture trustee for Non-Convertible Debentures
hedging activities issued by the Company by way of Public Issue. The Company
The Company is not exposed to any commodity price risk. is in compliance with the regulations as set out in Chapter V of
However, the Company has made borrowings in the form of the SEBI (Listing Obligations and Disclosure Requirements)
External Commercial Borrowings (ECBs) and has managed its Regulations, 2015.

1 2 3
xx. Redressal of Investor Grievances through SEBI Complaints Redress System (SCORES)
SCORES is a web based centralized grievance redressal system of SEBI that enables the investors to lodge, follow up and track the
status of redressal of complaints online. The investor complaints are processed in a centralized web based complaints redressal system.
The Company is registered with SEBI Complaints Redress System (SCORES) and ensures to file Action Taken Report under SCORES
well within the prescribed timeframe.
During the financial year 2017-18, SEBI vide its Circular No. SEBI/HO/OIAE/IGRD/CIR/P/2018/58 dated March 26, 2018, interalia
suggested that the complainant may also use SCORES to submit the grievance directly to companies/intermediaries and the complaint
will be forwarded to the concerned entity for resolution. The complainant will be able to file the complaint on the SCORES within 3 years
from the date of cause of complaint in case of rejection of the complaint or non-receipt of any communication from the concerned entity
or if the complainant is not satisfied with the reply. The same had become effective from August 1, 2018.
xxi. Address for Correspondence

Correspondence relating to grievances in relation to non-receipt of annual report, dividend and share certificates sent for transfer etc.
should be addressed to secretarial@dhfl.com. Further any requests/intimation regarding change in address, issue of duplicate share
certificates, change in nomination etc. may also be sent to the same email address for its quick redressal or you may write to the
Secretarial team at the below correspondence.
Mr. P. K. Kumar Mr. Vijay Tambe

Sr. Chief Manager - Secretarial, Chief Manager - Secretarial,
Ground & 6 Floor, HDIL Towers, Anant Kanekar Marg, Station
th
Ground & 6th Floor, HDIL Towers, Anant Kanekar Marg, Station
Road, Bandra (East), Mumbai- 400 051. Road, Bandra (East), Mumbai- 400 051.
Tel: 91-22- 7158 3333 Tel: 91-22- 7158 3333
email: pkkumar@dhfl.com email: vijay.tambe@dhfl.com
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 their respective 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 RTA viz. Link Intime India Private Limited.
The investors have the facility to post any query to a dedicated email id for investors i.e. investor.relations@dhfl.com, which are acted
upon within 24 hours of receipt of query.
Correspondence address of Debenture Trustees are as below:
Catalyst Trusteeship Limited IDBI Trusteeship Services Limited

(formerly GDA Trusteeship Limited) Asian Building, Ground Floor,
GDA House, 94/95, Plot No. 85, Bhusari Colony(Right), 17, R Kamani Marg, Ballard Estate
Paud Road, Pune – 411 038 Mumbai – 400 001.
Telephone No. +91 20-25280081 Telephone No – 022 4080 7000
Fax No. +91 20- 25280275 Fax No. – 022 66311776
Email id : dt@ctltrustee.com Email id : itsl@idbitrustee.com
Website : www.catalysttrustee.com Website : www.idbitrustee.com
xxii. List of Credit Ratings obtained by the Company during the Financial Year 2018-19 and any revisions thereof
The list of Credit Ratings as obtained by the Company during the Financial Year 2018-19 and any revisions thereof as at March 31, 2019
are as mentioned herein below:
Rating / Outlook as on April 1, 2018 Rating / Outlook as on March 31, 2019
Nature of borrowing
CARE Brickworks ICRA CRISIL CARE Brickworks ICRA CRISIL
Short-Term Debt / CARE A1+ - ICRA A1+ CRISIL A1+ - - ICRA A2+ CRISIL A2+
Commercial Paper (under watch with (under rating watch
negative implications) with negative
implications)
Public (fixed) deposits/ CARE AAA BWR FAAA; - CRISIL A1+ CARE A (FD); BWR FAA - -
Short Term Deposits (FD); Stable Stable (under credit watch (under credit watch
with developing with negative
implications) implications)
129
Rating / Outlook as on April 1, 2018 Rating / Outlook as on March 31, 2019

Nature of borrowing
CARE Brickworks ICRA CRISIL CARE Brickworks ICRA CRISIL
Subordinated debt CARE AA+; BWR AAA; - - CARE A-; BWR AA - -
Stable Stable (under credit watch (under credit watch
NCDs CARE AAA; BWR AAA; - - CARE A; BWR AA - -
Stable Stable (under credit watch (under credit watch
Innovative Perpetual CARE AA; BWR AA+; - - CARE BBB+; BWR AA - -
Debt Instruments (IPDIs) Stable Stable (under credit watch (under credit watch
Long-term bank loans CARE AAA; - - - CARE A; - - -
Stable (under credit watch
with developing
implications)
Structured obligations CARE - ICRA CRISIL CARE AAA(SO); - ICRA AAA(SO) CRISIL AAA(SO)
AAA(SO) AAA(SO) AAA(SO) (under credit watch (under credit watch
with developing with developing
9. OTHER DISCLOSURES ii. Details of non-compliance by the Company, penalties

i. Disclosures on materially significant related party and strictures imposed on the Company by Stock
transactions that may have potential conflict with the Exchanges or SEBI or any statutory authority, on
interests of the Company at large. any matter related to capital markets, during the last
three years.
There were no materially significant related party transactions
The Company has complied with all the applicable requirements
i.e. transactions of material nature, with all the related parties
of Capital Markets and no strictures or penalties were imposed
including the promoters, directors or senior management, or their
on the Company by the Stock Exchanges or SEBI or any other
relatives etc., that may have potential conflict with the interest of
statutory authority, on any matter relating to capital market, during
the Company at large.
the last three years.
Transactions entered with related parties as defined under the
iii. Details of establishment of Vigil Mechanism, Whistle
Companies Act, 2013 and SEBI Listing Regulations during the
Blower Policy and affirmation that no personnel has
financial year were largely in the ordinary course of business
been denied access to the Audit Committee.
and on an arm’s length pricing basis. The disclosure as per the
requirements of IND-AS and SEBI Listing Regulations are disclosed The Company has a duly adopted Whistle Blower Policy and
at Note No. 48 of the Notes forming part of the audited (standalone) established a vigil mechanism in line with the provisions of
financial statements forming part of this Annual Report. SEBI Listing Regulations and Companies Act, 2013, which aims
to provide a mechanism to the employees and directors of the
The approval of the Board of Directors, as applicable, is obtained
Company to report instances of unethical behavior, actual or
by the Company before entering into any related party transaction.
suspected fraud or violation of the Company’s code of conduct
However, prior approval of the Audit Committee is obtained for
or ethics policy. It also provides for adequate safeguards
entering into all related party transactions. A quarterly update is
against victimization of Directors and employees who avail the
also given to the Audit Committee and the Board of Directors on
mechanism and provides for direct access to the Chairman of
the related party transactions undertaken by the Company with
the Audit Committee, in exceptional cases. The said policy is
their respective approvals, for their review and consideration.
available on the website and is available on URL: https://www.
Pursuant to the Housing Finance Companies – Corporate dhfl.com/docs/default-source/investors/whistle-blower-policy/
Governance (National Housing Bank) Directions, 2016, Related whistle-blower-policy-revised.pdf
Party Transaction Policy is being made part of this Annual Report
It is affirmed that no personnel has been denied access to the
as an Annexure to the Board’s Report. The Policy was last amended
Chairman of the Audit Committee during the financial year 2018-19.
on January 25, 2019 pursuant to SEBI (Listing Obligations and
Disclosure Requirements) (Amendment) Regulations, 2018 as iv. Details of non-acceptance of any recommendation
notified by SEBI vide notification dated May 9, 2018 and has given by committee of the Board, wherever
also been uploaded on the Company’s website and is available mandatory, during the Financial Year 2018-19.
on URL: https://www.dhfl.com/docs/default-source/investors/ During the Financial Year 2018-19, the Board of Directors of the
related-party-transaction-policy-of-the-company/related-party- Company have accepted all the recommendations, wherever
transaction-policy_27-06-2018.pdf mandatory, as given by any Committee of the Board.

1 2 3
v. Total Fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the Jt. Statutory Auditors
and all entities in the network firm/ network entity of which the Jt. Statutory auditors are a part
The total fees incurred by the Company and its subsidiaries on a consolidated basis, for services rendered by the Jt. Statutory auditors
and its affiliates entities, is given below:
(` in Crore)
Particulars M/s. Chaturvedi & Shah LLP and Deloitte Haskins & Sells LLP and
their network entities their network entities
Fees for audit and related services 125.00 125.00
Other fees 263.00 61.00
Total 388.00 186.00
vi. Disclosures in relation to the Sexual Harassment of Affairs, or any such other Statutory Authority, as stipulated under
Women at Workplace (Prevention, Prohibition and Regulation 34 of the Listing Regulations, is attached to this Report.
Redressal) Act, 2013 ix.
Compliance with Corporate Governance
Particulars Number(s) Requirements
Number of Complaints filed during the financial N.A Your Company is in compliance with corporate governance
year requirements specified in regulation 17 to 27 and clauses (b) to (i)
Number of Complaints disposed of during the N.A of sub-regulation (2) of Regulation 46.
financial year x. CEO /CFO Certification
Number of Complaints pending as on end of N.A
The Chief Executive Officer (CEO) and Chief Financial Officer
the financial year
(CFO) provide a certification on quarterly/annual basis to the
Audit Committee and Board of Directors in terms of Regulation
vii. Code of Conduct for the Board of Directors and the
17(8) and Regulation 33(2) (a) of the SEBI Listing Regulations.
Senior Management
During the financial year 2018-19, the Joint Managing Director
The Company has a duly approved Code of Conduct for the
& Chief Executive Officer and Chief Financial Officer of the
Board of Directors and Senior Management [“Code”] of the
Company had resigned w.e.f. February 13, 2019 and March 15,
Company in place in terms of the requirements of SEBI Listing
2019, respectively and the Company is in the process of filling the
Regulations. The subject Code identifies and lists out various
said vacancies. Thus for the fourth quarter/year ended 2018-19,
elements of commitment, duties and responsibilities that serves
the Chairman & Managing Director has provided a certification to
as a basis for taking ethical decision-making in the conduct of
the Audit Committee and Board of Directors in terms of Regulation
day to day professional work. The Code requires the Directors
17(8) and Regulation 33(2) (a) of the SEBI Listing Regulations.
and employees to act honestly, ethically and with integrity and in
a professional and respectful manner. xi. Auditors Certificate on Corporate Governance
The said code was last amended on January 25, 2019 pursuant Ms. Prachi P. Sawant of M/s. Sawant & Associates, Practicing
to notification issued by SEBI vide notification dated May 9, 2018. Company Secretary, have certified that the Company has complied
with the conditions of Corporate Governance as stipulated under
The Board of Directors and Senior management personnel have
SEBI Listing Regulations. The said certificate forms part of the
provided their affirmation to the compliance with this code. A
Annual Report as an Annexure to the Board’s Report.
declaration regarding compliance by the Board of Directors and
the Senior Management Personnel with the said Code of Conduct xii. Details of compliance with Mandatory requirements
duly signed by the Chairman and Managing Director forms part and adoption of non-mandatory requirements
of this Annual Report. During the year 2018-19, the Company has complied with
The said code has been posted on the Company’s website and all mandatory requirements as specified in the SEBI Listing
is available at URL: https://www.dhfl.com/docs/default-source/ Regulations. The Company has adopted the below specified
investors/code-of-conduct-for-board-and-senior-management- non-mandatory requirements in terms of Regulation 27(1) of SEBI
personnel/code-of-conduct-for-the-board-and-the-senior-mgmt- Listing Regulations:
personnel.pdf Reporting of Internal Auditor
viii. Certificate of Non-Disqualification of Directors The Company has an internal audit department, which is headed
Certificate from Mrs. Jayshree S. Joshi, Proprietress of by a Senior Management Personnel, a qualified Chartered
M/s. Jayshree Dagli & Associates, Practicing Company Accountant, who is responsible for conducting independent
Secretaries, confirming that none of the Directors on the Board internal audit of branches/ clusters/ circles & other offices and
of the Company have been debarred or disqualified from being head office functions of the Company. The Chief Audit Executive
appointed or continuing as directors of companies by the – Audit & Management Assurance reports directly to the Audit
Securities and Exchange Board of India, Ministry of Corporate Committee of the Board.
131
DECLARATION ON COMPLIANCE WITH THE Company’s CODE OF CONDUCT FOR THE BOARD OF
DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
I, hereby, confirm and declare that in terms of Regulation 26 (3) of SEBI Listing Regulations all the Board members and Senior
Management Personnel of the Company have affirmed compliance with the “Code of Conduct for the Board of Directors and the Senior
Management Personnel”, for the Financial Year 2018-19.
Kapil Wadhawan
Chairman & Managing Director
DIN: 00028528
Date : August 6, 2019
Place : Mumbai

1 2 3
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

(Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015)
To, Notes:
The Members of 1. Mr. Harshil Mehta, resigned from the position of the Executive
DEWAN HOUSING FINANCE CORPORATION LIMITED Director designated as Joint Managing Director & CEO w.e.f.
Warden House, 2nd Floor, February 13, 2019;
Sir P. M. Road, Fort, 2. Mrs. Vijaya Sampath, Mr. V. K. Chopra, Mr. G. P. Kohli and Mr. M.
Mumbai – 400001. Venugopalan, resigned from the position of Independent Directors
of the Company w.e.f. February 12, 2019, March 11, 2019, March
We have examined the relevant registers, records, forms, returns and 29, 2019 and March, 30, 2019, respectively;
disclosures received from the Directors of Dewan Housing Finance
3. Mr. Sunjoy Joshi and Mr. Alok Kumar Misra were appointed with
Corporation Limited having CIN L65910MH1984PLC032639
effect from March 26, 2019 as Additional Directors, in the category
and having registered office at Warden House, 2nd Floor,
of Non-Executive Independent Directors of the Company. Further,
Sir P. M. Road, Fort, Mumbai – 400001 (hereinafter referred to
Mr. Srinath Sridharan was appointed with effect from March 26,
as ‘the Company’), produced before us by the Company for the
2019 as Additional Director, in the category of Non-Executive
purpose of issuing this Certificate, in accordance with Regulation
Director of the Company.
34(3) read with Schedule V Para-C sub clause 10(i) of the
Securities and Exchange Board of India (Listing Obligations and
Ensuring the eligibility for the appointment/continuity of every
Disclosure Requirements) Regulations, 2015.
Director on the Board is the responsibility of the management of
the Company. Our responsibility is to express an opinion on these
In our opinion and to the best of our information and according
based on our verification. This certificate is neither an assurance
to the verification [including Directors Identification Number (DIN)
as to the future viability of the Company nor of the efficiency or
status at the portal www.mca.gov.in] as considered necessary
effectiveness with which the management has conducted the
and explanations furnished to us by the Company & its officers,
affairs of the Company.
we hereby certify that none of the Directors on the Board of
the Company as stated below for the Financial Year ending on
March 31, 2019 have been debarred or disqualified from being
For Jayshree Dagli & Associates
appointed or continuing as Directors of companies by the
Company Secretaries
Securities and Exchange Board of India, Ministry of Corporate
Unique Code: S1995MH013400
Affairs, or any such other Statutory:
Sr. Name of the Director DIN Date of appointment
No. in Company JAYSHREE S. JOSHI
1. Kapil Wadhawan 00028528 04.10.2010 Place: Mumbai Membership No. F.C.S. 1451
2. Dheeraj Rajeshkumar 00096026 12.05.2008 Date: July 22, 2019. CP No.: 487
Wadhawan
3. Harshil Rajnikant Mehta1 03038428 01.09.2017
4. Vijaya Sampath2 00641110 26.08.2014
5. Vijay Kumar Chopra2 02103940 12.05.2008
6. Guru Prasad Kohli2 00230388 23.05.2001
7. Venugopalan Mannil2 00255575 25.02.2013
8. Sunjoy Joshi3 00449318 26.03.2019
9. Alok Kumar Misra3 00163959 26.03.2019
10. Srinath Sridharan3 03359570 26.03.2019
133
Business Responsibility Report
INTRODUCTION 9 List three key products/services that the

The Securities and Exchange Board of India (SEBI) in 2012 Company manufactures/provides (as in balance
mandated the top 100, and later in 2015 the top 500 listed entities sheet:
on National Stock Exchange of India Limited and BSE Limited to  Housing Loans
prepare a ‘Business Responsibility Report’ as part of the annual  Other property Loans
report. This is as per clause (f) of sub regulation (2) of regulation 10 Total number of locations where business
34 of SEBI (Listing Obligations and Disclosure Requirements) activity is undertaken by the Company:
Regulations, 2015. The report outlines the organization’s a. Number of International Locations (Provide details of
performance from the environmental, social and governance major 5) – 2 representative offices (London and Dubai).
perspective.
b. Number of National Locations – The business
Dewan Housing Finance Corporation Limited (“DHFL”) being part operation takes place in 330 locations throughout India
of the top 500 listed entities has initiated journey of developing which includes 195 Branches, 108 service centres,
the Business Responsibility Report (BRR) as part of Annual Report 19 zonal/ regional/CPU offices, 4 Disbursement Hubs, 1
from FY 2016-17 onwards based on the suggested framework Administrative Office, 1 Registered Office, 1 Corporate
of SEBI, strengthening its commitment towards transparent office, 1 National Office and as on March 31, 2019.
disclosure of its environmental and social performance.
11 Markets served by the Company
Recognizing the prevalent sentiment attached to having one’s own DHFL has a pan-India network grouped into circles and
home, DHFL set out on a mission to help the citizens fulfill their clusters located across the length and breadth of India.
dreams and was thus established with the objective of providing The distribution network in India is mainly spread across
affordable housing and housing-loans to people from all strata Tier II and Tier III cities and towns. Additionally, DHFL has
of society. With a focus on the Lower & Medium Income (LMI) its registered, corporate and national offices in Mumbai and
segments, DHFL is ushering a new wave of financial inclusion by overseas representative offices in London and Dubai.
enabling access to affordable housing finance in semi-urban and
rural parts of India. Section B: Financial Details of the Company
1 Paid up Capital (INR)
Continuing on the Company’s mission to tackle social issues,
` 313.82 Crore
DHFL is committed to monitoring and reporting on its other social
and environmental performance with the aim of providing a clear 2 Total Turnover (INR)
picture to the stakeholders and investors. ` 12,902.52 Crore
Section A: General Information about the 3 Total loss after taxes (INR)
Company ` 1,036.05 Crore
1 Corporate Identity Number (CIN) of the Company: 4 Total Spending on Corporate Social Responsibility
L65910MH1984PLC032639 (CSR) as percentage of profit after tax (%):
In the financial year 2018-19, the Company has spent an
2 NHB Registration Number: 01.004.01
amount of ` 27.19 crore on its flagship/ identified programmes
3 Name of the Company: Dewan Housing Finance as against ` 26.59 crore which was required to be spent for
Corporation Limited the financial year as per the provisions of the Companies Act,
4 Registered address: Warden House, 2nd Floor, Sir P. M. 2013.
Road, Fort, Mumbai - 400001 5 List of activities in which expenditure in 4 above
has been incurred:
5 Website: www.dhfl.com
The activities where the Company has focused its efforts and
6 E-mail id: secretarial@dhfl.com funds are mentioned below.
7 Financial Year reported: 2018-19 1 Early Childhood Care and Education
2 Economic empowerment through Financial literacy
8 Sector(s) that the Company is engaged in programs
(industrial activity code-wise): NIC Code - 65922 3 Health care and Preventive Health Care
- Carrying out activities of housing finance companies 4 Village Transformation through focus on Drought
(Housing Loan & Non-Housing Loans) Mitigation

1 2 3
5 Skill development for sustainable livelihood Company, limited by guarantee, registered under Section 8 of
6 Child care programs the Companies Act, 2013 has furthered the Company’s CSR
7 Promoting education and sports among children Vision and facilitated implementation of high impact initiatives
8 Supporting art & culture through multi-stakeholder partnership; covering government
9 Environmental awareness and protection initiatives and non-government organisations. DHFL Foundation has
taken the mantle of implementing “Project Sneh” – flagship
Appropriate disclosures as prescribed under the Companies
initiative under Early Childhood Care and Education.
Act, 2013 have been made in the Annual Report for the
financial year ending March 31, 2019. During the year under review, the Company has incorporated
a wholly owned subsidiary under the name ‘DHFL Holdings
Section C: Other Details Limited’ (DHL). The main object of DHL is inter-alia, to carry
on the business or businesses of a holding and investment
1 Does the Company have any Subsidiary Company, to buy, underwrite, invest in, acquire, hold, deal
Company/ Companies? in and trade in shares, stocks, debentures, debenture-stock,
The Company has four wholly owned subsidiaries viz; DHFL bonds, obligations and securities of any kind of companies
Advisory & Investments Private Limited, DHFL Investments or partnership firms or body corporate, whether in India or
Limited, DHFL Changing Lives Foundation (Section 8 elsewhere.
Company) and DHFL Holdings Limited.
3 Do any other entity/entities (e.g. suppliers,
2 Do the Subsidiary Company/Companies distributors etc.) that the Company does
participate in the BR Initiatives of the parent business with, participate in the BR initiatives
company? If yes, then indicate the number of of the Company? If yes, then indicate the
such subsidiary company(s) percentage of such entity/entities? [Less than
As on date, the Company has four wholly owned subsidiaries. 30%, 30-60%, More than 60%]
DHFL Changing Lives Foundation (DHFL Foundation), a No other entities participate in the BR initiatives of the
wholly owned subsidiary of the Company and a Non-Profit company.
Section D: BR Information
1 Details of Director/Directors responsible for BR
a) Details of the Director/Directors responsible for implementation of the BR policy/policies
Name DIN Designation
Mr. Kapil Wadhawan 00028528 Chairman & Managing Director
b) Details of the BR head
S.No. Particulars Details
1. DIN Number (if applicable) 00028528
2. Name Mr. Kapil Wadhawan
3. Designation Chairman & Managing Director
4. Telephone number 022 66006999
5. E-mail id secretarial@dhfl.com
During the year under review, Mr. Harshil Mehta – Joint Managing Director & CEO, the erstwhile BR – Head resigned with effect

from February 13, 2019. Accordingly, the Company had appointed Mr. Kapil Wadhawan – Chairman & Managing Director as the
BR Head of the Company.
135
2 Principle-wise (as per NVGs) BR Policy/policies (Reply in Y/N)

S. No. Particulars P1 P2 P3 P4 P5 P6 P7 P8 P9
1 Do you have a policy/policies for.... Y Y Y Y Y Y Y Y Y
2 Has the policy being formulated in consultation with the relevant Y Y Y Y Y Y Y Y Y
stakeholders?
3 Does the policy conform to any national /international standards? Y* Y* Y* Y* Y* Y* Y* Y* Y*
If yes, specify? (50 words)
4 Has the policy been approved by the Board? Is yes, has it been Y Y Y Y Y Y Y Y Y
signed by MD/owner/CEO/appropriate Board Director?
5 Does the company have a specified committee of the Board/ Y Y Y Y Y Y Y Y Y
Director/Official to oversee the implementation of the policy?
6 Indicate the link for the policy to be viewed online? Y+ Y+ Y+ Y+ Y+ Y+ Y+ Y+ Y+
7 Has the policy been formally communicated to all relevant Y Y Y Y Y Y Y Y Y
internal and external stakeholders?
8 Does the company have in-house structure to implement the Y Y Y Y Y Y Y Y Y
policy/policies
9 Does the Company have a grievance redressal mechanism Y Y Y Y Y Y Y Y Y
related to the policy/policies to address stakeholders’ grievances
related to the policy/policies?
10 Has the company carried out independent audit/evaluation of the Y Y Y Y Y Y Y Y Y
working of this policy by an internal or external agency?
(*) – The policies have been developed on the lines of the ‘National Voluntary Guidelines on Social, Environment, and Economic responsibilities of
businesses’ established by the Ministry of Corporate Affairs, Government of India in 2011.
(+) – All the policies are available for employees to view on the Company’s intranet. Most of them are also available on the website www.dhfl.com/
investors
Note: 1. The principle wise details are provided under Section E of this Report.
2. The Company has in place policies/code with regard to all the principles i.e P1 to P9. During the financial year 2016-17, the Board of
Directors formulated Business Responsibility Policy Manual under which all the subject policies/code(s) falling under each principle have
been collated
2 (a) If answer to S.No. 1 against any principle, is ‘No’, please explain why: (Tick up to 2 options)
S. No. Particulars P1 P2 P3 P4 P5 P6 P7 P8 P9
1 The company has not understood the Principles
2 The company is not at a stage where it finds itself in a position to
formulate and implement the policies on specified principles
3 The company does not have financial or manpower resources
available for the task NOT APPLICABLE
4 It is planned to be done within next 6 months

5 It is planned to be done within the next 1 year
6 Any other reason (please specify)
3 Governance related to BR (b) Does the Company publish a BR or a Sustainability

(a) Indicate the frequency with which the Board of Report? What is the hyperlink for viewing this report?
Directors, Committee of the Board or CEO to assess How frequently it is published?
the BR performance of the Company. Within 3 months, The Company has started publishing Business
3-6 months, Annually, More than 1 year Responsibility Report from FY 2016-17 onwards along
The Board of Directors assesses the BR performance of with the annual report and the report is uploaded on
the Company on an annual basis. the website of the Company at http://www.dhfl.com/
investors/annual-reports/

1 2 3
Section E: Principle-wise performance receipt of annual report etc. All the complaints were redressed
to the satisfaction of the shareholders except five which were
Principle 1 (P1): Businesses should conduct and
received in the month of March, 2019 and remained unresolved
govern themselves with Ethics, Transparency and
at the end of the financial year. The Company also received 18
Accountability
complaints from fixed deposit holders and 1,674 complaints
Ethics is fundamental to the way we do business and DHFL
from its debenture holders and all the complaints stand
is committed to uphold highest standards of integrity and
resolved at the end of the financial year. It is the Company’s
transparency. As a responsible corporate we are cognizant of
endeavor to provide the best service to all stakeholders and
being accountable for the way we impact the society, economy
resolve any complaints that may arise at the earliest.
and environment at large. At DHFL, we stand steadfast to ensuring
strict compliance to laws of the land and our employees, directors Principle 2 (P2): Businesses should provide
and value chain partners adhere to the norms of the Company. goods and services that are safe and contribute to
The Company has in place the Code of Business Ethics (COBE) sustainability throughout their life cycle
which aims at driving ethical behavior, acts as a guideline for As a leading brand in Housing Finance, DHFL is taking concerted
ethical decision-making, enhances reputation, prevents negative efforts in the realm of sustainable products in terms of providing
legal consequences, encourages positive relationships, and housing loans for the Lower Middle Income (LMI) segment. These
prevents discrimination or harassment. products are customized to cater to the needs, aspirations and
limitations of the low and middle income group, thus making
The COBE is a summary of certain policies which all employees
housing affordable for these sections of the society.
are expected to adhere by and failure of which can result in
stringent disciplinary action up to and including termination. 1 List up to 3 products or services whose design has
incorporated social or environmental concerns, risks,
Some of the key policies in this code are:
and/or opportunities.
 Maintaining accurate books and records DHFL is based on the principles of social inclusion and
 Business use of equipment, data, and software welfare, where our founder chairman Late Shri Rajesh Kumar
 Protecting confidential information Wadhawan dreamt of housing for all in 1984. Since inception,
 Avoiding conflict of interest the core focus segment of the Company has been the lower
and middle income group. Even today, majority of our home
 Maintaining a drug-free workplace
loan portfolio is below ` 30 Lakh. This highlights the Company’s
 Equal opportunity for employment desire to serve the weaker section of the society and thereby
 Employee conduct and standards contribute towards social upliftment and inclusion.
 Prevention of sexual harassment In-line with the Government’s initiative “Housing for all by

Prevention of insider trading in the securities of the 2022”, the Company continues to remain committed to its
Company mission of enabling home ownership to every Indian. Apart
 Release of financial information from this, DHFL actively participates in various schemes of
1 Does the policy relating to ethics, bribery and corruption National Housing Bank, such as the Golden Jubilee Rural
cover only the company? Yes/ No. Does it extend to the Housing Refinance scheme and Pradhan Mantri Awas Yojana
Group/Joint Ventures/ Suppliers/Contractors/NGOs /Others? (PMAY). During the year under review, the Company received
Yes, it requires each employee, director, and business an award as the “The Best Performing Primary Lending
associate to abide by the various policies as outlined in Institution under CLSS for MIG” for facilitating highest number
the COBE so that reputation of the Company remains intact of Subsidies for MIG 1/2 under PMAY Scheme by the Ministry
and we deliver as per the expectations of our stakeholders. of Housing and Urban Affairs, Government of India.
Code of Conduct for Board and Senior Management as well Another major area of activity especially in Mumbai is slum-
as the Fair Practice Code and Whistle Blower Policy ensure rehabilitation projects. DHFL is a pioneer and has expertise
that highest standards of personal and professional integrity in handling Slum Rehabilitation Authority (SRA) projects for
are maintained within the organization. The Model Code of funding, which are fundamental in providing a more hygienic
Conduct for Distributors, Brokers and Intermediaries is a
environment and infrastructure.
mechanism to ensure that all distributors, brokers and other
third party partners comply with the norms of the Company. 2 For each product, provide the following details in respect
of resources (energy, water, raw material etc.) per unit of
2 How many stakeholder complaints have been received product (optional)
in the past financial year and what percentage was As a financial services organization, the Company is
satisfactorily resolved by the management? If so, provide not directly involved in implementation phase, post the
details thereof, in about 50 words or so. disbursement of loans. However, it endeavors to identify
During the reporting period, the Company has received 29 projects which are planned for green building certification by
complaints from its shareholders relating to non-receipt of the Indian Green Building Council (IGBC) and Green Rating
share transfer/bonus certificate, non-receipt of dividend, non- for Integrated Habitat Assessment (GRIHA).
137
3 Does the company have procedures in place for Workforce

sustainable sourcing (including transportation)? 1 Please indicate the Total number of employees.
The Company has taken multiple initiatives in order to reduce As on March 31, 2019, there were 3,320 permanent
resource use. It has introduced e-board meetings which are employees in the Company.
conducted in a completely paperless manner thus making
significant efforts to reduce the consumption of resources, 2 Please indicate the Total number of employees hired on
specifically paper, wherever it can. Apart from this, the temporary/contractual/casual basis.
Company has taken note-worthy initiatives like making use of There are no employees hired on temporary/casual basis.
online/digital platforms for the application process, reducing However, the Company does have 5,076 number of
the size of the diaries/calenders given to employees, thereby outsourced employees, majority being employed in sales
saving paper on a large scale. and non-sales functions of the Company
The Company has also digitalized the operational process 3 Please indicate the Number of permanent women employees.
which enables the disbursement pay-outs without any There were 322 women employed in the Company as on
manual intervention and helps to do bulk automated NEFT/ March 31, 2019
RTGS as disbursal mode.
4 Please indicate the Number of permanent employees with
4 What percentage of the inputs were sourced sustainably? disabilities
As the Company is in the business of providing financial
There were 6 employees with disabilities as on March 31,
services and is not involved in any manufacturing activities,
2019
there are no significant inputs that can be sourced sustainably.
5 Do you have an employee association that is recognized
5 Has the company taken any steps to procure goods
and services from local & small producers, including by management?
communities surrounding their place of work? No such associations exist
As the Company is in the business of providing financial 6 What percentage of your permanent employees is
services, the scope for procurement of goods from local and members of this recognized employee association?
small producers is very limited. This is not applicable
6 Does the company have mechanism to recycle products
and waste? If yes, what is the percentage of recycling
Employee grievance handling mechanism
waste and products? An effective grievance handling mechanism not only ensures
Since the Company is housing finance company and is not a cordial work environment by redressing the grievance to
involved in any manufacturing activity, the reporting on recycle mutual satisfaction, but also helps the management in framing
mechanism is not applicable The Company continuously policies and procedures acceptable to the employees. It offers
aims to reduce the impact on the environment by optimizing a platform for the employees to express feelings, discontent and
the usage of various resources. The Company works at dissatisfaction in a formal way and guarantees a resolution or
minimizing its carbon footprint and there is particular focus response to their concerns. As per the current grievance handling
on reduced resource usage. However, adequate measures mechanism, employees can make use of the intranet to disclose
are always taken to ensure optimum utilization and maximum their grievances. Moreover, the Company has formulated a Policy
possible saving of energy installation of energy conservation on Prevention, Prohibition & Redressal of Sexual Harassment of
equipment’s such as replacement of CFL (Compact Fluorescent Women at Workplace and an Internal Complaints Committee has
Lamp) with LED (Light- Emitting Diode) lights, energy saving been constituted thereunder.
Air-conditioners (VRV), replacement of normal tube lights with
LED lights at the National Office of the Company and other 7 Please indicate the Number of complaints relating to
pan India branches. These initiatives have resulted in power child labour, forced labour, involuntary labour, sexual
saving on a daily basis. Monitoring resource usage, improved harassment in the last financial year and pending, as on
process efficiency, reduced waste generation and disposal the end of the financial year.
costs have also supported the cause.
S. Category No. of No. of
Principle 3 (P3): Businesses should promote the No. Complaints complaints
wellbeing of all employees filed during pending as
We being in the services industry, employees are our key assets the financial on end of this
and are significant in driving business growth. Well-being programs year financial year
lead to a significant increase in overall productivity of employees. 1 Child labour/forced NIL NIL
DHFL conducts multiple initiatives towards improving working labour/involuntary
conditions, providing a safe workplace, protecting their interests labour
& human rights, and developing skillset both on a personal and 2 Sexual harassment NIL NIL
professional level to ensure employees are motivated and high-
3 Discriminatory NIL NIL
performing thereby sustaining the business in the long run.
employment

1 2 3
Training and Development provide access to the Lower and Middle Income (LMI) segment
Training & Development is crucial for Company’s sustainable who are generally not very familiar and confident in navigating the
growth as it supports professional development and empowers formal banking system.
employees to deliver improved quality of service through 1 Has the company mapped its internal and external
its training intervention and motivating them to perform with stakeholders?
renewed vigor and enthusiasm. Continuous training also helps Yes, the Company has identified and mapped its internal and
to keep employees updated on cutting edge development in external stakeholders.
the industry. Employees who are competent and on the top
2 Out of the above has the company identified the
of changing industry standards will also help DHFL hold its
disadvantaged, vulnerable, and marginalized stakeholders?
position as a leader and remain a strong competitor within
The Company has identified the people from low income
the industry. The Company has nurtured in-house training
sections of society as those stakeholders who are in most
expertise in the form of dedicated trainers, facilitators,
need of intervention and support. On these lines the Company
content developers as well as subject matter experts from
has designed its efforts along the focus areas of
business teams. During the reporting period, training topics
included a wide range of functional areas including sales
 Women empowerment and skilling
skill development programs, credit analytical skills, appraisal  Early childhood care & education
techniques, fraud & risk management. We also organize  Village development through awareness and resource
external training programs which foster continuous and efficient practices
better performance through learning and job experience. 3 Are there any special initiatives taken by the company
The Company also provides a number of skill-based trainings to engage with the disadvantaged, vulnerable and
along with mandatory trainings on KYC& AML and also COBE, marginalized stakeholders? If so, provide details thereof,
and Anti-Fraud and Ethics, Prevention of Sexual Harassment in about 50 words or so.
as part of the employee induction program. The Company’s CSR Foundation – DHFL Changing Lives
Foundation, incorporated in December 2017, has furthered
DHFL’s Human Resources initiatives and L&D systems are the Company’s CSR Vision and facilitated implementation of
designed to ensure an active employee engagement process, high impact initiatives through multi-stakeholder partnership;
leading to better organizational capability and vitality for covering government and non-government organisations.
maintaining a competitive edge and in pursuing its ambitious The Foundation has taken the mantle of implementing
growth plans. “Project Sneh” – flagship initiative under Early Childhood
8 What percentage of your under mentioned employees were Care and Education.
given safety & skill up-gradation training in the last year? The Company’s flagship program “Early Childhood Care and
Category Skill-upgradation Safety Education”(ECCE) has been implemented in partnership with
Training Training the Department of Women and Child Development (WCD),
Permanent employees 39% 58% District Administration in Palghar District of Maharashtra
Permanent employees 100% 100% and Bokaro District of Jharkhand, Khargone and Burhanpur
with Disability District of Madhya Pradesh in 2018-19. The programme
covers 1895+ Anganwadis in Palghar, Vasai. Dahanu and
Principle 4 (P4): Businesses should respect the Talasari blocks of Palghar District, 465+ Anganwadis in
interests of, and be responsive to the needs Jaridih, Kasmar and Petarwar blocks of Bokaro District
of all stakeholders, especially those who are and 1183+ Anganwadis in Bhagwanpura, Bhikangaon and
disadvantaged, vulnerable, and marginalized. Zarniya blocks of Khargone and Nepanagar, Shahpura
DHFL strongly believes that its stakeholders (both internal and blocks of Burhanpur District. The programme directly impacts
external) play a pivotal role in the success and growth of the 3543+ anganwadis, its workforce and over 1,60,000 children.
organization. DHFL identifies its stakeholders and understands The ECCE programme has the below four components.
the importance of engaging and communicating with them in  Pre-School Education: Build the capacity of Child
order to recognize and cater to their needs. The investor relations Development Project Officers (CDPO), ICDS Supervisors,
department looks after institutional and retail investors and Anganwadi Workers and Helpers to deliver effective pre-
frequently connects with them through quarterly earnings calls school curriculum in angnawadi centres
and regular meetings as well as impromptu calls as and when
 Health & Nutrition: Promote preventive and health
needed.
seeking behavior among pregnant women, lactating
The Company also engages with different banks to promote mothers and adolescent girls and boys in the community,
and offer affordable housing banking schemes to stakeholders strengthening community monitoring systems and
coming from economically weaker sections of society. In doing empowering frontline workers to deliver preventive
so, products and the relevant processes, are specially crafted to healthcare services
139
 Model Anganwadis: Construct child centric anganwadis solutions focusing on areas e.g renewable energy utilization and
with locally available implements and using innovative waste minimization.
design models under ‘Snehangans’
The Company also encourages its employees and stakeholders
 Stakeholder Empowerment: Create financial safety to use electronic medium of communication and reduce usage of
net for frontline workers through formation of Self Help paper as far as possible.
Groups and facilitating forward and backward linkages
DHFL believes that protecting the environment is crucial to ensuring
that the current and future generations, can live without concern for
Principle 5 (P5): Businesses should respect and
health and wellbeing arising due to the effects of climate-change.
promote human rights
Respecting human rights is fundamental in DHFL’s business 1 Does the policy related to Principle 6 cover only the
operations and is closely linked to advancing the long-term, company or extend to the Group/Joint Ventures/Suppliers/
sustainable development of the organization. DHFL is committed Contractors/NGOs/Others?
to respecting and safeguarding human rights of the employees as The Company’s Sustainable Development policy provides
well as business associates. This is instrumental to achieving the guidance to safeguard the environment and support economic
Company’s goals of employee satisfaction, increased productivity, growth by continually improving sustainability performance
and economic growth. Human rights is considered to be a key across value chain. The Policy outlines expectations from
aspect in all relevant business decision making process; and employees, the external business associates and other
appropriate steps are taken to ensure no discrimination takes relevant stakeholders to ensure environmental integrity of
place either during the recruitment process or in the due course business operations.
of employment at DHFL. The Company is committed to provide
equal opportunities to all employees and qualified applicants 2 Does the company have strategies/ initiatives to address
without consideration to their race, caste, religion, color, ancestry, global environmental issues such as climate change,
marital status, sex, age, nationality, disability and veteran status. global warming, etc.?
The Company strives to create and maintain a work environment Being in the financial services sector, the Company’s direct
free of harassment, whether physical, verbal or psychological and impact on the environment may not be very significant,
its employees are treated with dignity, decency and respect. however we still have a role to play in ensuring that the
indirect impact of our activities do not harm the environment.
DHFL is also committed to providing easy access to grievance DHFL believes climate change related issues are not only of
reporting mechanisms for the stakeholders in the event of any concern to the community but also to the Company’s long-
adverse impacts that occur during the business operations. term growth and sustainability.
1 Does the policy of the company on human rights cover In our continuous endeavor to integrate environmental
only the company or extend to the Group/Joint Ventures/ aspects into business operations, projects are appraised on
Suppliers/Contractors/NGOs/Others? environmental criteria and only those projects are considered
DHFL’s human rights policy is based on the principle of for lending which ensure total compliance towards
protecting human rights across value chain. The Company environmental clearances.
adheres to all statutes which embodies the principles of
DHFL has undertaken multiple initiatives to combat the
human rights such as prevention of child labour, forced labour,
challenges posed by climate change. It has implemented
woman empowerment etc.
a holistic watershed development programme across five
2 How many stakeholder complaints have been received in villages in Aurangabad.
the past financial year and what percent was satisfactorily
3 Does the company identify and assess potential
resolved by the management?
environmental risks?
The Company encourages its stakeholders to report on any
DHFL takes into consideration the environmental risks and
concern relating to human rights and makes every effort to
impacts of the projects in the evaluation phase. It does not
resolve all the complaints it receives. However, no stakeholder
sanction loans for projects that do not have the requisite
complaints with regard to human rights were received in the
environmental clearance certificates. The Company is also
reporting year.
cautious while providing loans for properties that pose an
environmental risk or are not eco-friendly as per existing
Principle 6 (P6): Businesses should respect, protect,
evaluation criteria.
and make efforts to restore the environment
As a socially responsible organization DHFL is aware of harmful 4 Does the company have any project related to Clean
effects of climate-change and environmental degradation and Development Mechanism? If so, provide details thereof in
stakeholders are equally concerned about it. The Company is about 50 words or so. Also, if Yes, whether environmental
committed to conduct its business operations responsibly by compliance report is filed?
identifying environmental and social risk at an early stage and The Company currently does not have any projects related to
mitigate the risk by employing innovative and efficient technology Clean Development Mechanism.

1 2 3
5 Has the company undertaken any other initiatives on – Principle 8 (P8): Businesses should support
clean technology, energy efficiency, renewable energy, inclusive growth and equitable development.
etc.? Y/N. If yes, please give hyperlink for web page etc. Unless economic growth is holistic and not spread across all
The Company has also moved to a paperless process in its strata of the society, it fails to address the societal concerns e.g
daily business operations through e-meetings and engaging poverty, unemployment and inequality. This is where, individual
with the customers through app and web-based applications organizations can act responsibly and address the quality and
for loans. The Company has been able to use star rated inclusiveness of economic growth with the aim of creating shared
appliances wherever possible. value for organizations as well as the society.
6 Are the Emissions/Waste generated by the company For over three decades, DHFL has been instrumental in enabling
within the permissible limits given by CPCB/SPCB for the easier access to home ownership amongst the lower and middle
financial year being reported? income (LMI) segment with a belief that one’s own home, is
Although the Company currently does not have a defined
synonymous with hope and aspiration.
mechanism for measuring the waste generated, it is
proactive in its efforts to minimize the amount of waste DHFL has framed Corporate Social Responsibility Policy which
generated in the offices. encompasses the company’s philosophy for delineating its
responsibility as a corporate citizen and undertakes CSR activities
7 Number of show cause/ legal notices received from CPCB/
strategically, systematically and more thoughtfully thereby moving
SPCB which are pending (i.e. not resolved to satisfaction)
from institutional building to community development through its
as on end of Financial Year.
various CSR programs and projects.
The Company has not received any show cause notices from
either CPCB or SPCB in the reporting year. 1 Does the company have specified programmes/initiatives/
projects in pursuit of the policy related to Principle 8? If
Principle 7 (P7): Businesses, when engaged in yes details thereof.
influencing public and regulatory policy, should do
(i) Skills Development for sustainable livelihoods
so in a responsible manner
One of the key responsibility of any Organization is to promote a well- The Company delivers skill development programmes to
informed and empowered society through actively participating in youth from vulnerable populations, to empower them and
the development and implementation of public policy. Effective create an ecosystem ensuring sustainable livelihoods.
policy advocacy using memberships in associations and trade The programme is delivered through three DHFL Skill
chambers develops the Company’s capacity to achieve the Development Centres in Kolhapur, Chandrapur and
greatest good for the greatest number of people and communities Bhandup,Maharashtra.
it serves. The Company’s active participation in important
The programme also creates linkages to Government
national level initiatives and associations are a testimony to the
commitment towards responsible development. welfare schemes like Mudra loans for self-employment.
The programme is deepening its impact through
1 Is your company a member of any trade and chamber collaborations with gram panchayats, industrial bodies,
or association? If Yes, Name only those major ones that corporate entities and developers for placement and up-
your business deals with: skilling.
Yes, As of now, DHFL holds memberships ASSOCHAM
(Associated Chambers of Commerce of India) and The programme has established a hub-n-spoke model
actively participate in consultation and discussions for with sub-centres and satellite centres to reach out to
driving changes and influencing policies for development of youth in interior locations. The programme has also
public good. innovated with community-live projects to instill a feeling
of giving back to the community. During the reporting
2 Have you advocated/lobbied through above associations period, the Company has trained 3400+ youth in the
for the advancement or improvement of public good? various trades including Business Correspondent,
Yes/No; if yes specify the broad areas (Governance Loan Approval Officer, Microfinance Executive, Mason,
and Administration, Economic Reforms, Inclusive Carpenter, Electrician, Plumber etc.
Development Policies, Energy security, Water, Food
Security, Sustainable Business Principles, Others) (ii) Economic empowerment through financial literacy &
The Senior Management represents DHFL in such forums and inclusive growth
is cognizant of the responsibility they shoulder as they engage The Company has conceptualized and implemented a
in constructive dialogues and discussions to strengthen the comprehensive programme to facilitate the journey from
financial system for the country, enhance financial literacy, being ‘financially illiterate’ to ‘financially sustainable’, also
SME Sector Development and affordable housing for aiding transition of informal settlements to formal housing ,
economically weaker sections of the society. In this manner, promoting Pradhan Mantri Awas Yojana. This programme
the Company is able to influence policies at a national level focuses on building community capacity through help
which is in the interest of customers and community at large. centers & volunteers and facilitating skill development,
141
livelihood linkages & linkages to various GOI welfare towards implementing successful programmes within
schemes. The programme is implemented in 4 urban financial literacy and affordable housing for poor, urban
slum communities and reaches 40,000+ households. communities and vulnerable populations and understands
To further generate awareness on basics of finance the need of low-income communities. Moreover, the Wholly
and government welfare schemes, the Company has Owned Subsidiary “DHFL Changing Lives Foundation”
designed a radio programme with All India Radio (AIR) for primarily drives Company’s flagship CSR programme “Early
9 stations, under ‘Sharmaji ke Sawal. Vinodji ke Jawab.’ Childhood Care and Education (ECCE)” by focusing on
areas e.g Education, Health & Nutrition, Model Anganwadis
2 Are the programmes/projects undertaken through in-
and Stakeholder empowerment.
house team/own foundation/external NGO/government
structures/any other organization? 3 Have you done any impact assessment of your initiative?
The Company has appointed a professional project Quarterly reporting for tracking the programmes’ performance
management Unit named Samhita Social Ventures Ltd. is being done against key indicators. Also, the Corporate
to support programme implementation for flagship CSR Social Responsibility committee of the Board oversees the
programmes. However, DHFL has considerable expertise initiatives undertaken by the Company.
4 What is your Company’s direct contribution to community development projects- Amount in INR and the details of the
projects undertaken
Sr. Enlist the initiatives undertaken by DHFL for supporting inclusive development Amount contributed directly in
No. the initiative by the Company
(` in crore)
1 Early Childhood Care and Education (ECCE) 16.53

A system strengthening programme to build the capacity of frontline workers to deliver
effective services for children, pregnant mothers, lactating mothers and adolescent
girls in the community.
2 Financial Literacy and Inclusive Growth 2.42

A comprehensive programme to facilitate the journey from being ‘financially illiterate’
to ‘financially sustainable’, also aiding transition of informal settlements to formal
housing , promoting Pradhan Mantri Awas Yojana.
3 Skills Development 3.40

The programme trains and empower youth from under resourced communities across
diverse job roles in BFSI and Construction
4 Rural Development 1.23

This programme is a holistic intervention towards alleviating poverty and implementing
a comprehensive rural development program with emphasis on watershed structure,
tobacco de-addiction and community development
5 Education 2.84
Promoting education through scholarships, school infrastructure upgradation, mid day
meal and scholarships
6 Arts and Culture 0.02

Supported for promotion of traditional folk culture
7 Environment 0.03
Supported tree plantation
8 Health and Medicine 0.09

Support to treatment of patients from economically poor sections and support to
differently abled
9 CSR management expenses 0.63

Expenses towards Project Management Unit for Monitoring and Evaluation of projects,
Auditing and Reporting

1 2 3
5 Have you taken steps to ensure that this community satisfactorily resolved 99% of these complaints. It aims to
development initiative is successfully adopted by the achieve a 100% resolution rate to show its commitment to
community? Please explain in 50 words, or so. each and every stakeholder and assure them of excellent
DHFL is keen on ensuring the adaptability of projects service.
in the communities and thus it plans the exit timelines
before beginning the project. In doing so, it is able to set a 2 Does the company display product information on the
measurable timeline to fully execute the activities while being product label, over and above what is mandated as per
confident of the project being able to sustain even after it local laws? Yes/No/N.A. /Remarks (additional information)
leaves the community. The Company has ensured that a As DHFL is in the business of providing housing loans, it
group of trained, local individuals (Field Officers) from the does not have any product labels as such. The advertising
community itself would be able to provide continued support is made as transparent as possible and carries all relevant
to the program even after the end of its direct intervention. information and instructions for customers to make an
informed decision. Moreover, the funded properties are
Principle 9 (P9): Businesses should engage with and evaluated by in-house qualified civil engineers which helps
provide value to their customers and consumers in a inexperienced customers especially from LMI segment to
responsible manner. take informed decision.
DHFL strives to foster long-term relationships with customers
as it continues to provide the best of services and products to 3 Is there any case filed by any stakeholder against the
the customers coming from all sections of society. Customer company regarding unfair trade practices, irresponsible
satisfaction is ensured through quick turnaround, while adhering advertising and/or anti-competitive behavior during the
to the highest underwriting standards and an effective grievance last five years and pending as on end of financial year. If
mechanism to identify risks and concerns and improve effectively.
so, provide details thereof, in about 50 words or so.
During the reporting period, the Company has established two
There are no complaints filed against the Company regarding
Central Processing Units (CPUs) at Mumbai and Hyderabad for
unfair trade practices, irresponsible advertising and/or anti-
its home loan customers which aims to deliver faster decision
competitive behavior during the last 5 years.
making and cost efficient processing.
4 Did your company carry out any consumer survey/
The Company has also conceptualized the customer centric
consumer satisfaction trends?
initiative i.e. ‘Griha Utsav’ Exhibitions- a platform to connect
The Company conducts various consumer survey at regular
millions of LMI customers in the affordable housing segment in
intervals. The Company’s Customer Service mechanism
small towns and locations. During the financial year 2018-19, the
Company conducted 39 such exhibitions and touched millions of comprises of multiple mid-level feedback and grievance
lives by enabling home ownership. redressal channels, spread over its branches, call centres,
emails, letters, and social media, among others. A Board-
1 What percentage of customer complaints/consumer approved management level committee further reviews the
cases are pending as on the end of financial year? grievances periodically to address the root causes. The
As on end of the financial year, the Company has received Company has also simplified the process of customer on-
1,295 complaints from the customers (borrowers) and has boarding.
143
Independent Auditors’ Report

To The Members of and our observations on the findings by Independent firm of
Dewan Housing Finance Corporation Limited Chartered Accountants in the report. These have not been
taken into consideration in the final report of the independent
Report on the Audit of Standalone Ind AS Financial firm of Chartered Accountants. As stated in the note, the
Statements Management is in the process of determining the actions
to address our comments and has stated that adjustments,
Disclaimer of Opinion if any, to the carrying values of the loans advanced will be
made upon conclusion of these actions. The report of the
We were engaged to audit the accompanying standalone Ind
independent firm of Chartered Accountants has not been
AS financial statements of Dewan Housing Finance Corporation
adopted or approved by the Audit Committee. Further, we
Limited (“the Company”), which comprises of the Balance
understand that various regulatory authorities / lenders are
Sheet as at March 31, 2019, and the Statement of Profit and
currently carrying out their own investigation and they may
Loss (including Other Comprehensive Income), the Cash Flow
Statement and the Statement of Changes in Equity for the year make a determination on whether any fraud or any other
then ended, and a summary of the significant accounting policies non-compliance/ illegalities have occurred in relation to the
and other explanatory information. Allegations.
We do not express an opinion on the accompanying standalone We are therefore unable to determine if these allegations
Ind AS financial statements of the Company. Because of the would have an impact on these standalone Ind AS financial
significance of the matter described in the Basis for Disclaimer statements including whether any adjustments to the
of Opinion section of our report, we have not been able to obtain carrying value of loans granted, any restatement of prior
sufficient appropriate audit evidence to provide a basis for an years’ financial statements, related parties and other
audit opinion on these standalone Ind AS financial statements. disclosures and compliances are required. Also refer our
comments in paragraph 1.a of ‘Report on Other Legal and
Basis for Disclaimer of Opinion Regulatory Requirements’ section below.
1. We refer to note 51 of the standalone Ind AS financial
3. In respect of certain loans and Pass-through Certificates
statements with regards to the Unsecured Inter-corporate
(PTC) aggregating ` 32,45,240 lakh and ` 25,700 lakh,
Deposits (ICD) outstanding as at March 31, 2019
respectively, granted or invested by the Company during
aggregating ` 5,65,269 lakh. As stated in the note, there
the year and in earlier years and outstanding as at March
are significant deficiencies in the grant and rollover of ICD,
inter-alia, non-availability of evaluation of credit worthiness 31, 2019:
of the borrowers, commercial rationale forming basis of
granting of the ICD. The note also states that the Company a. As stated in note 53 of the standalone Ind AS financial
is working towards remediating these deficiencies and that statements, multiple accounting entries were initially
no adjustment is required to the carrying value thereof. recorded in certain customer accounts for receipts despite
We have not been provided sufficient appropriate audit the cheques or negotiable instrument not been deposited
evidence to support the management’s assessment and in the bank(s) and these have been subsequently reversed.
hence are unable to evaluate on the recoverability of the The gross value of such loans aggregate ` 16,48,717
ICD and the consequential effect on standalone Ind AS lakh (includes certain loans aggregating ` 13,11,283 lakh
financial statements. Also refer our comments in paragraph which are also included in paragraph 3.b). Also refer our
1.a of ‘Report on Other Legal and Regulatory Requirements’ comments in paragraph 1.b of ‘Report on Other Legal and
section below. Regulatory Requirements’ section below.
2. We refer to note 50 of the standalone Ind AS financial b. We have not been provided sufficient information and
statements that states the allegations of fraud that were explanations to our enquiries in relation to credit, legal and
made by the newsportal Cobrapost.com (the Allegations), technical evaluation and evidence for end use monitoring
inter alia, alleging diversion of funds. As stated in the as stated in the loan agreement and specified by the
note, the Audit Committee appointed an independent firm Finance Committee, wherever applicable, in respect of
of Chartered Accountants to investigate the Allegations project loans and mortgage loans aggregating ` 24,07,772
and report to them. We provided to the Audit Committee lakh (Includes loans aggregating ` 13,11,283 lakh also
our suggestions on the scope and coverage as well as included in paragraph 3.b). Also refer our comments in
additional areas that needed to be covered to ensure paragraph 1.a of ‘Report on Other Legal and Regulatory
comprehensiveness of the coverage of the investigation Requirements’ section below.

1 2 3
c. As stated in note 55, the management has elected to 7. As stated in note 59, the Company has incurred
measure loans aggregating ` 31,62,815 lakh (includes expenditure aggregating ` 10,401 lakh for development
certain loans aggregating ` 26,62,781 lakh which are also of customised software for its operations and recording of
included in paragraph 3.a and 3.b) and Pass-through transactions which has been carried as intangible asset
Certificates (PTC) aggregating ` 25,700 lakh at Fair Value under development as at March 31, 2019. The Company
Through Profit or Loss (FVTPL) based on internal valuations has not performed an impairment assessment as required
which involve management’s judgement and assumptions. by Ind AS 36 – ‘Impairment of Assets’ which requires the
We have not been provided sufficient appropriate audit Company to determine whether the economic benefit in
evidence and all of the necessary information and respect of this intangible asset shall be available to the
explanations in respect of the fair values changes of Company in subsequent periods taking into consideration
` 3,25,345 lakh (gross of reversal of provision) and ` 6,800 the uncertainty in respect of its plan to monetize its assets,
secure funding from the bankers / investors, restructure
lakh so recognized in the Statement of Profit and Loss on
its liabilities and recommence its operations. In view of
these loans and PTC, respectively.
foregoing, we have not been provided sufficient appropriate
evidence about the carrying value of the intangible asset
In view of the foregoing, we have been unable to obtain
under development and adjustments required, if any, to
sufficient appropriate audit evidence to support the values
these standalone Ind AS financial statements.
of the loans and PTC and we are unable to determine if these
matters would have an impact on these standalone Ind AS 8. In view of the possible effects of the matters described in
Financial Statements including whether any adjustments paragraphs 1 to 7 above, we are unable to comment on
to the carrying value of the loans and PTC, restatement of the Company’s compliance of the covenants in respect of
prior years’ financial statements, related parties and other all borrowings and consequential implications including
disclosures and compliances are required. disclosures, if any, to these standalone Ind AS financial
statements.
4. We refer to note 57 of the standalone Ind AS Financial
Statements regarding the observations made by National 9. Also refer our comments under ‘Material uncertainty related
Housing Bank (NHB) in its inspection for the year ended to Going Concern’ below.
March 31, 2018 as per the provisions of the National
Housing Bank Act, 1987. Pending management evaluation Material uncertainty related to Going
and response to the observations of the NHB, we are Concern
unable to determine if these observations would have an We refer to note 54 of the standalone Ind AS financial statements,
impact on these standalone Ind AS Financial Statements the Company has incurred loss aggregating `1,03,605 lakh
including whether any adjustments to the carrying value of during the year and has net current liabilities of ` 75,475 lakh as
the loans granted, any restatement of prior years’ financial at March 31, 2019. Further, the Company’s credit rating has been
statements, related parties and other disclosures and reduced to ‘default grade’ subsequent to the year-end which may
compliances are required. substantially impair its ability to raise or generate funds to repay
its obligations. The matters described in the Basis for Disclaimer
5. We refer to note 56 of the financial statements. As stated in of Opinion section above and para 1 of Report on Other Legal
the note, during the course of the audit, deficiencies have and Regulatory Requirements section below may also have an
been identified in the historical data used for the purpose of impact on the Company’s ability to continue as a going concern.
calculating provisioning based on the Expected credit loss All these developments raise a significant doubt on the ability
(ECL) model in respect of loans carried at amortized cost. of the Company to continue as a going concern and therefore
We are unable to comment on the assumptions made in it may be unable to realise its assets and discharge its liabilities
the ECL model and consequently to determine if this matter including potential liabilities in the normal course of business.
would have an impact on these standalone Ind AS Financial The Company is in the process of monetizing its assets and has
Statements including the adequacy of the ECL provision. submitted a draft resolution plan to the consortium of bankers for
restructuring its borrowings and also there have been discussions
for stake sale by the promoters to a strategic partner with further
6. As stated in note 58, the Company has recognized net
equity infusion. The ability of the Company to continue as a going
deferred tax asset of ` 44,281 lakh as at March 31, 2019. The
concern inter alia is dependent upon its ability to monetize its
Company is required to perform an assessment as required
assets, secure funding from the bankers or investors, restructure
by Ind AS 12 – ‘Income Taxes’ which requires the Company
its liabilities and recommence its operations, which are not wholly
to determine the probability of future taxable income to within control of the Company.
utilize the deferred tax asset. However, we have not been
provided sufficient appropriate evidence to validate the The Management has prepared these standalone Ind AS financial
Company’s assessment about the carrying value of the statements using going concern basis of accounting based on
deferred tax asset and consequential adjustments required, their assessment of the successful outcome of above referred
if any, to these standalone Ind AS financial statements. actions and accordingly no adjustments have been made to the
145
carrying value of the assets and liabilities and their presentation Ind AS financial statements, are based on the statutory financial
and classification in the Balance Sheet. statements prepared in accordance with the Companies
(Accounting Standards) Rules, 2006 audited by one of the joint
Responsibilities of Management and auditors whose report for the year ended March 31, 2018 and
Those Charged with Governance for the March 31, 2017 dated April 30, 2018 and May 3, 2017 respectively
Standalone Ind AS Financial Statements expressed an unmodified opinion on those standalone financial
statements, and have been restated to comply with Ind AS.
The Company’s Board of Directors is responsible for the matters
We were engaged to jointly audit the adjustments made to
stated in section 134(5) of the Companies Act, 2013 (“the Act”)
the previously issued said financial information prepared in
with respect to the preparation of these standalone Ind AS
accordance with the Companies (Accounting Standards) Rules,
financial statements that give a true and fair view of the financial
2006 to comply with Ind AS. In view of the matters reported in
position, financial performance, changes in equity and cash flows
paragraphs 2, 3, 4 and 5 of the ‘Basis for Disclaimer of Opinion’
of the Company in accordance with the accounting principles
section above, we are unable to comment whether any further
generally accepted in India, including the accounting Standards
Ind AS adjustments are required to the balances in respect of the
specified under section 133 of the Act. This responsibility also
years ended March 31, 2018 and 2017.
includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding of the
assets of the Company and for preventing and detecting frauds
Report on Other Legal and Regulatory
Requirements
and other irregularities; selection and application of appropriate
implementation and maintenance of accounting policies; making 1. As required by Section 143(1), we report that:
judgments and estimates that are reasonable and prudent; and a. We are unable to comment whether the loans referred
design, implementation and maintenance of adequate internal in paragraph 3.b in the Basis for Disclaimer of Opinion
financial controls, that were operating effectively for ensuring the section above have been properly secured and hence
accuracy and completeness of the accounting records, relevant these loans may have been granted in a manner that
to the preparation and presentation of the financial statement that is prejudicial to the interest of the Company or its
give a true and fair view and are free from material misstatement, members, for the reasons stated therein. Further, in
whether due to fraud or error. respect to loans referred to in paragraphs 1, 2 and
3.b in the Basis for Disclaimer of Opinion section
In preparing the financial statements, management is responsible above, we are unable to comment whether the terms
for assessing the Company’s ability to continue as a going on which these have been made are prejudicial to
concern, disclosing, as applicable, matters related to going the interest of the Company or its members, for the
concern and using the going concern basis of accounting unless reasons stated therein.
management either intends to liquidate the Company or to cease
operations, or has no realistic alternative but to do so. b. We refer to the matter described in paragraph
3.a in the Basis for Disclaimer of Opinion section
Those Board of Directors are also responsible for overseeing the
above, regarding multiple accounting entries which
Company’s financial reporting process. were initially recorded in certain customer accounts
for receipts despite the cheques or negotiable
Auditor’s Responsibility for the Audit of instruments not been deposited in the bank(s) and
the Standalone Ind AS Financial Statements subsequently reversed, which initial recording are
Our responsibility is to conduct an audit of the Company’s represented merely by book entries and in our opinion
standalone Ind AS financial statements in accordance with may be prejudicial to the interest of the Company.
Standards on Auditing and to issue an auditor’s report. However,
because of the matters described in the Basis for Disclaimer of 2. As required by Section 143(3) of the Act, based on our
Opinion section of our report, we were not able to obtain sufficient audit, we report that:
appropriate audit evidence to provide a basis for an audit opinion
on these standalone Ind AS financial statements. a) As described in the Basis for Disclaimer of Opinion
section above, we have sought but were unable to
We are independent of the Company in accordance with the obtain all the information and explanations which to
ethical requirements that are relevant to our audit of the financial the best of our knowledge and belief were necessary
statements and we have fulfilled our other ethical responsibilities for the purposes of our audit.
in accordance with these requirements.
b) Due to the possible effects of the matter described in
Reporting on comparatives in case of first the Basis for Disclaimer of Opinion section above, we
Ind AS financial statements are unable to state whether proper books of account
The comparative financial information of the Company for the as required by law have been kept by the Company
year ended March 31 2018 and the transition date opening so far as it appears from our examination of those
balance sheet as at April 1, 2017 included in these standalone books.

1 2 3
c) The Balance Sheet, the Statement of Profit and 2014, as amended, in our opinion and to the best of
Loss including Other Comprehensive Income, the our information and according to the explanations
Cash Flow Statement and Statement of Changes in given to us:
Shareholders’ Equity dealt with by this Report are in
agreement with the relevant books of account. i. The Company has disclosed the impact of
pending litigations on its financial position in its
d) Due to the possible effects of the matter described in standalone Ind AS financial statements;
the Basis for Disclaimer of Opinion section above, we
are unable to state whether, the aforesaid standalone ii. The Company has made provision, as required
Ind AS financial statements comply with the Indian under the applicable law or accounting
Accounting Standards prescribed under section 133 standards, for material foreseeable losses, if
of the Act. any, on long-term contracts including derivative
contracts;
e) The matter described in the Basis for Disclaimer
of Opinion section above and in the Material iii. There has been no delay in transferring amounts,
uncertainty related to Going Concern section above, required to be transferred, to the Investor
in our opinion, may have an adverse effect on the Education and Protection Fund by the Company
functioning of the Company. except that there has been a delay ranging from
1 to 16 days in transferring unclaimed public
f) On the basis of the written representations received deposits aggregating ` 7 lakh.
from the directors of the Company, taken on record
by the Board of Directors, none of the directors 3. As required by the Companies (Auditor’s Report) Order,
is disqualified as on March 31, 2019 from being 2016 (“the Order”) issued by the Central Government in
appointed as a director in terms of Section 164(2) of terms of Section 143(11) of the Act, we give in “Annexure
the Act. B” a statement on the matters specified in paragraphs 3
and 4 of the Order which is subject to the possible effect of
g) The reservation relating to the maintenance of the matters described in the Basis for Disclaimer of Opinion
accounts and other matters connected therewith section above and the material weakness described in the
are as stated in the Basis for Disclaimer of Opinion Basis of Adverse Opinion in our separate Report on the
section above. Internal Controls over Financial Reporting.
h) With respect to the adequacy of the internal financial

controls over financial reporting of the Company and For CHATURVEDI & SHAH LLP
the operating effectiveness of such controls, refer Chartered Accountants
to our separate Report in “Annexure A”. Our report (Firm’s Registration No. 101720W/W-100355)
expresses adverse opinion on the Company’s internal
financial controls over financial reporting for the
Jignesh Mehta
reasons stated therein.
Partner
Membership No. 102749
i) With respect to the other matters to be included in the
UDIN - 19102749AAABPV8263
Auditor’s Report in accordance with the requirements
of section 197(16) of the Act, as amended, the
remuneration paid by the Company to its directors For DELOITTE HASKINS & SELLS LLP
during the year is in accordance with the provisions Chartered Accountants
of section 197 of the Act. (Firm’s Registration No. 117366W/W- 100018)
j) Other than the possible effects of the matter Abhijit A. Damle

described in the Basis for Disclaimer of Opinion Partner
paragraph above, with respect to the other matters to Membership No. 102912
be included in the Auditor’s Report in accordance with UDIN - 19102912AAAABQ4701
Rule 11 of the Companies (Audit and Auditors) Rules, Mumbai, dated: July 22, 2019
147
Annexure “A” to the Independent Auditors’ Report

(Referred to in paragraph 2(h) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date)
Report on the Internal Financial Controls Over Financial The procedures selected depend on the auditor’s judgement,
Reporting under Clause (i) of Sub-section 3 of Section 143 including the assessment of the risks of material misstatement of
of the Companies Act, 2013 (“the Act”) the financial statements, whether due to fraud or error.
We have audited the internal financial controls over financial We believe that the audit evidence we have obtained is sufficient
reporting of Dewan Housing Finance Corporation Limited (“the and appropriate to provide a basis for our adverse audit opinion
Company”) as of March 31, 2019 in conjunction with our audit of on the Company’s internal financial controls system over financial
the standalone Ind AS financial statements of the Company for reporting.
the year ended on that date.
Meaning of Internal Financial Controls
Management’s Responsibility for Internal Over Financial Reporting
Financial Controls A company’s internal financial control over financial reporting is
The Company’s management is responsible for establishing and a process designed to provide reasonable assurance regarding
maintaining internal financial controls based on the internal control the reliability of financial reporting and the preparation of financial
over financial reporting criteria established by the Company statements for external purposes in accordance with generally
considering the essential components of internal control stated accepted accounting principles. A company’s internal financial
in the Guidance Note on Audit of Internal Financial Controls control over financial reporting includes those policies and
Over Financial Reporting issued by the Institute of Chartered procedures that (1) pertain to the maintenance of records that, in
Accountants of India. These responsibilities include the design, reasonable detail, accurately and fairly reflect the transactions and
implementation and maintenance of adequate internal financial dispositions of the assets of the company; (2) provide reasonable
controls that were operating effectively for ensuring the orderly assurance that transactions are recorded as necessary to
and efficient conduct of its business, including adherence to permit preparation of financial statements in accordance with
respective company’s policies, the safeguarding of its assets, generally accepted accounting principles, and that receipts and
the prevention and detection of frauds and errors, the accuracy expenditures of the company are being made only in accordance
and completeness of the accounting records, and the timely with authorisations of management and directors of the company;
preparation of reliable financial information, as required under the and (3) provide reasonable assurance regarding prevention or
Companies Act, 2013. timely detection of unauthorised acquisition, use, or disposition
of the company’s assets that could have a material effect on the
Auditor’s Responsibility financial statements.
Our responsibility is to express an opinion on the internal financial
controls over financial reporting of the Company based on our
Inherent Limitations of Internal Financial
audit. We conducted our audit of internal financial controls
Controls Over Financial Reporting
over financial reporting of the Company in accordance with Because of the inherent limitations of internal financial controls
the Guidance Note on Audit of Internal Financial Controls Over over financial reporting, including the possibility of collusion or
Financial Reporting (the “Guidance Note”) issued by the Institute improper management override of controls, material misstatements
of Chartered Accountants of India and the Standards on Auditing due to error or fraud may occur and not be detected. Also,
prescribed under Section 143(10) of the Companies Act, 2013, projections of any evaluation of the internal financial controls over
to the extent applicable to an audit of internal financial controls. financial reporting to future periods are subject to the risk that
Those Standards and the Guidance Note require that we comply the internal financial control over financial reporting may become
with ethical requirements and plan and perform the audit to obtain inadequate because of changes in conditions, or that the degree
reasonable assurance about whether adequate internal financial of compliance with the policies or procedures may deteriorate.
controls over financial reporting was established and maintained
and if such controls operated effectively in all material respects. Basis for Adverse Opinion
According to the information and explanations given to us and
Our audit involves performing procedures to obtain audit evidence based on our audit, the following material weaknesses have
about the adequacy of the internal financial controls system over been identified in the Company’s internal financial controls over
financial reporting and their operating effectiveness. Our audit financial reporting as at March 31, 2019:
of internal financial controls over financial reporting included
obtaining an understanding of internal financial controls over (a) The internal controls for compliance with the policies project/
financial reporting, assessing the risk that a material weakness mortgage loans were not operating effectively considering
exists, and testing and evaluating the design and operating lack of documentation/ documentation deficiency (including
effectiveness of internal control based on the assessed risk. requisite approvals) for certain project/ mortgage loans.

1 2 3
(b) Inadequate internal financial controls over financial Adverse Opinion

reporting over recording appropriate entries when entries In our opinion, to the best of our information and according to
have been passed in customer and bank accounts despite
the explanations given to us, possible effects of the matters
cheques/negotiable instruments not being deposited in the
described in the disclaimer of opinion paragraph of our report
bank(s).
on the standalone financial statements and in view of the material
weaknesses described in Basis for Adverse Opinion paragraph
(c) The Company did not have appropriate internal controls for
above on the achievement of the objectives of the control
compliance with the policies and systems (including related
criteria, the Company has not maintained adequate and effective
documentation) for issuance and rollover of the ICDs.
internal financial controls over financial reporting as of March
31, 2019, based on the internal control over financial reporting
(d) The Company did not have appropriate internal controls for
criteria established by the Company considering the essential
determination and review of the fair value calculations in
components of internal control stated in the Guidance Note on
respect of project and wholesale mortgage loans.
Audit of Internal Financial Controls Over Financial Reporting
issued by the Institute of Chartered Accountants of India.
(e) The Company did not have appropriate internal controls for
assessment of probability of utilization of the deferred tax
We have considered the material weaknesses identified and
asset.
reported above in determining the nature, timing, and extent of
audit tests applied in our audit of the standalone Ind AS financial
(f) The Company did not have appropriate internal controls for
statements of the Company for the year ended March 31, 2019,
assessment of impairment in respect of intangible assets
and these material weaknesses have affected our opinion on the
under development.
said standalone Ind AS financial statements of the Company and
we have issued a disclaimer of opinion on the standalone Ind AS
(g) Inadequate entity level controls with regards to assessment
financial statements of the Company.
and closure of the matters emanating out of allegations
against the Company including identification of related
parties and consequential disclosures.
For CHATURVEDI & SHAH LLP
(h) The Company did not have appropriate internal controls Chartered Accountants
for ensuring compliance of sanctioned terms of project (Firm’s Registration No. 101720W/W-100355)
loans including monitoring of the end use of the funds by
the borrowers, as included in sanction terms and specified
by the Finance Committee, and non-initiation of action as Jignesh Mehta
stipulated in the loan agreements despite breach of certain Partner
contracted terms. Membership No. 102749
(i) The Company did not have appropriate internal controls

for review of the historical data of non-performing assets For DELOITTE HASKINS & SELLS LLP
used for the purpose of developing the expected credit loss Chartered Accountants
model for loans carried at amortised cost. (Firm’s Registration No. 117366W/W- 100018)
A ‘material weakness’ is a deficiency, or a combination of

deficiencies, in internal financial control over financial reporting, Abhijit A. Damle
such that there is a reasonable possibility that a material Partner
misstatement of the company’s annual or interim financial Membership No. 102912
statements will not be prevented or detected on a timely basis. Mumbai, dated: July 22, 2019
149
Annexure “B” to the Independent Auditors’ Report

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even
date and to be read subject to the possible effects of the matters described in the Basis for Disclaimer of Opinion section
above and the material weakness described in the Basis of Adverse Opinion in our separate Report on the Internal
Controls over Financial Reporting)
(i) in respect of its fixed assets: a. The terms and conditions of the loans granted during
a) The Company has maintained proper records the year, in our opinion, prima facie not prejudicial to
showing full particulars, including quantitative details the Company’s interest.
and situation of fixed assets.
b. The principal is repayable on demand and repayments
of principal amounts have been regular to the extent
b) The fixed assets were physically verified during
demanded.
the year by the Management in accordance with
a regular programme of verification which, in our
c. There is no overdue amount remaining outstanding as
opinion, provides for physical verification of all the
at the balance sheet date.
fixed assets at reasonable intervals. According to the
information and explanation given to us, no material
Also refer our comments in paragraph 1.a of
discrepancies were noticed on such verification.
‘Reporting on legal and regulatory matters’ section.
c) According to the information and explanations given (iV) According to the information and explanations given to
to us and the records examined by us and based on us, the Company has complied with the provisions of
the examination of the registered sale deed, transfer Sections 185 and 186 of the Act in respect of grant of loans
deed / conveyance deed provided to us, we report and making investments and providing guarantees and
that, the title deeds, comprising all the immovable securities, as applicable, except for the possible effects
properties of land and buildings which are freehold, of the matter described in paragraph 2 of the Basis for
are held in the name of the Company as at the Disclaimer of Opinion section on which we are unable to
balance sheet date. Immovable properties of land comment and in respect of the following:
and buildings whose title deeds have been pledged
as security for borrowings are held in the name of the
Particulars Relationship Amount Remarks
Company based on confirmations directly received
(` in lakh)
by us from the trustee of the lenders.
Loan Wholly owned 134 Interest-free loan
subsidiary in violation of
In respect of immovable properties of land and
section 186(7)
buildings that have been taken on lease and disclosed
of the Act.
as fixed asset in the financial statements, the lease
The Company
agreements are in the name of the Company, where
has, however,
the Company is lessee in the agreement.
revised the terms
subsequent to the
(ii) The Company does not have any inventory and hence year end to levy
reporting under clause 3(ii) of the Order is not applicable. interest on this
loan.
(iIi) Except for the possible effects of the matter described in
paragraph 2 of the Basis for Disclaimer of Opinion section (V) As per the Ministry of Corporate Affairs notification dated
on which we are unable to comment, according to the March 31, 2014, the provisions of Sections 73 to 76 or any
information and explanations given to us, the Company, other relevant provisions of the Act and the Companies
during the year, has granted unsecured loan aggregating (Acceptance of Deposits) Rules, 2014, as amended, with
` 3000 lakh to a Company covered in the register maintained regard to the deposits accepted are not applicable to the
under section 189 of the Act. Further, the Company granted Company and hence reporting under Clause 3(v) of the
unsecured interest free loan to a wholly owned subsidiary in Order is not applicable.
earlier years and the outstanding balance as at March 31,
2019 is ` 134 lakh. In respect of these loans, except for the (VI) According to the information and explanations given
possible effects of the matter described in paragraph 2 of to us, the Central Government has not prescribed the
the Basis for Disclaimer of Opinion section: maintenance of cost records under section 148(1) of the
Act, in respect of the services rendered by the Company

1 2 3
and hence reporting under clause 3(vi) of the order is not (xiii) Except for the possible effects of the matter described in
applicable. paragraph 2 of the Basis for Disclaimer of Opinion section
on which we are unable to comment, in our opinion and
(VIi) According to the information and explanations given to us in according to the information and explanations given to
respect of statutory dues: us the Company is in compliance with Section 177 and
188 of the Companies Act, 2013, where applicable, for
(a) The Company has generally been regular in
all transactions with the related parties and the details
depositing undisputed statutory dues, including
of related party transactions have been disclosed in the
Provident Fund, Employees’ State Insurance, Income
financial statements etc. as required by the applicable
Tax, Goods and Services Tax, Customs Duty, Cess
and other material statutory dues where applicable, accounting standards.
to it with the appropriate authorities. There were no
arrears in respect of said statutory dues as at March (xiv) During the year, the Company has not made any preferential
31, 2019 for a period of more than six months from the allotment or private placement of shares or fully or partly
date they became payable. convertible debentures and hence reporting under clause
3(xiv) of the Order is not applicable to the Company.
(b) There are no dues of Income-tax, Service Tax, Goods
and Services Tax and Customs Duty as on March 31, (xv) Except for the possible effects of the matter described in
2019 on account of disputes. paragraph 2 of the Basis for Disclaimer of Opinion section
on which we are unable to comment, in our opinion and
(VIII) Except for the possible effects of the matter described in according to the information and explanations given to
paragraph 8 of the Basis for Disclaimer of Opinion section us, during the year, the Company has not entered into
on which we are unable to comment, in our opinion and non-cash transactions with its directors or directors of its
according to the information and explanations given to us,
subsidiary or associate companies or persons connected
the Company has not defaulted in the repayment of loans
with them and hence provisions of section 192 of the Act
or borrowings to banks, financial institutions and dues to
are not applicable.
debenture holders during the year ended March 31, 2019.
The Company does not have loans or borrowings from
Government. (xvi) In our opinion and according to the information and
explanation given to us, the Company is not required to be
(IX) In our opinion and according to the information and registered under section 45-IA of the Reserve Bank of India
explanations given to us, money raised by way of initial Act, 1934.
public offer of debt instruments and the term loans have
been applied by the Company during the year for the For CHATURVEDI & SHAH LLP
purposes for which they were raised, other than temporary Chartered Accountants
deployment pending application. (Firm’s Registration No. 101720W/W-100355)
(x) Except for the possible effects of the matter described

in paragraph 1, 2 and 3.a of the Basis for Disclaimer of Jignesh Mehta
Opinion section on which we are unable to comment, to the Partner
best of our knowledge and according to the information and Membership No. 102749
explanations given to us, no fraud by the Company and no
material fraud on the Company by its officers or employees
has been noticed or reported during the year. For DELOITTE HASKINS & SELLS LLP
Chartered Accountants
(xi) In our opinion and according to the information and (Firm’s Registration No. 117366W/W- 100018)
explanations given to us, the Company has paid/ provided
managerial remuneration in accordance with the requisite
approvals mandated by the provisions of Section 197 read Abhijit A. Damle
with Schedule V to the Act. Partner
Membership No. 102912
(xii) The Company is not a Nidhi Company and hence reporting
under clause 3(xii) of the Order is not applicable. Mumbai, dated: July 22, 2019
151
Balance Sheet
as at March 31, 2019
(` in Lakh)
Notes As at As at As at
March 31, 2019 March 31, 2018 April 1, 2017
ASSETS
Financial assets
Cash and Cash Equivalents 5 125,963 192,305 279,493
Other Bank Balances 5 174,101 103,041 81,807
Derivative Financial Instruments 6 17,113 8,723 6,330
Receivables 7 476 4,274 242
Housing and Other loans:- 8
At Amortised Cost 6,634,882 9,245,792 7,228,396
At Fair Value 3,162,815 65,670 -
9,797,697 9,311,462 7,228,396
Investments 9 235,022 808,628 1,353,476
Other Financial Assets 10 109,123 76,648 37,993
Total Financial Assets 10,459,495 10,505,081 8,987,737
Non-Financial assets
Current Tax Assets (Net) 11 37,020 14,729 8,462
Deferred Tax Assets 12 44,281 9,563 19,244
Property, Plant and Equipment 13 78,293 84,228 20,435
Capital Work-in-Progress 13 - - 54,615
Intangible Assets Under Development 14 10,401 12,905 8,762
Other Intangible Assets 14 8,175 751 454
Other Non-Financial Assets 15 9,860 3,908 3,117
Total Non-Financial Assets 188,030 126,084 115,089
Total Assets 10,647,525 10,631,165 9,102,826
LIABILITIES AND EQUITY
LIABILITIES
Trade Payables 16
(I) Total Outstanding Dues of Micro Enterprises and Small
- - -
Enterprises
(Ii) Total Outstanding Dues of Creditors other than Micro
10,205 10,412 4,820
Enterprises and Small Enterprises
Debt Securities 17 4,537,912 3,581,360 3,295,295
Borrowings (Other than Debt Securities) 18 4,060,421 4,511,414 4,043,062
Deposits 19 658,840 965,244 636,572
Subordinated Liabilities 20 113,581 113,184 63,996
Other Financial Liabilities 21 408,769 495,596 213,288
Total Financial Liabilities 9,819,979 9,690,791 8,268,731
Non-Financial Liabilities
Provisions 22 1,015 629 67
Other Non-Financial Liabilities 23 16,325 16,492 10,804
Total Non-Financial Liabilities 17,340 17,121 10,871
Total Liabilities 9,837,319 9,707,912 8,279,602
Equity
Equity 24 31,382 31,366 31,315
Other Equity 25 778,824 891,887 791,909
Total Equity 810,206 923,253 823,224
Total Equity And Liabilities 10,647,525 10,631,165 9,102,826
The accompanying notes form an integral part of the financial statements
Interms of our report attached For and on behalf of the Board

For Chaturvedi & Shah llp For Deloitte Haskins & Sells LLP Kapil Wadhawan Dheeraj Wadhawan
Chartered Accountants Chartered Accountants Chairman & Managing Director (DIN – 00096026)
ICAI FRN : 101720W/W-100355 ICAI FRN : 117366W/W-100018 (DIN – 00028528) Director
Jignesh Mehta Abhijit A. Damle Alok Kumar Misra Dr. Deepali Pant Joshi
Partner Partner (DIN – 00163959) (DIN – 07139051)
ICAI MN : 102749 ICAI MN : 102912 Director Director
Sunjoy Joshi Srinath Sridharan

Place: Mumbai (DIN – 00449318) (DIN – 03359570)
Date: July 22, 2019 Director Director

1 2 3
Statement of Profit and Loss

for the year ended March 31, 2019
(` in Lakh)
Notes Year Ended Year Ended
March 31, 2019 March 31, 2018
Revenue from Operations
a) Interest Income 26 1,230,784 933,634
b) Dividend Income 27 1,235 13,731
c) Fees and Commission Income 28 27,547 37,209
d) Net Gain on Fair Value Changes 29 - 42,018
e) Net Gain on Derecognition of Financial Instruments under Amortised Cost Category 30 20,583 47,719
f) Other Operating Revenue 31 8,239 10,702
Total Revenue from Operations 1,288,388 1,085,013
Other Income 32 1,864 1,429
Total Income 1,290,252 1,086,442
Expenses
Finance Costs 33 939,285 772,195
Net Loss on Fair Value Changes 29 245,837 -
Impairment on Financial Instruments 34 108,498 62,968
Employee Benefit Expense 35 48,533 37,025
Depreciation and Amortisation Expense 13/14 5,115 2,763
Other Expenses 36 59,482 41,389
Total Expenses 1,406,750 916,340
(Loss)/Profit Before Tax (116,498) 170,102
Tax Expense 37
- Current Tax 53,832 48,362
- Deferred Tax (66,725) (2,259)
Total Tax Expense (12,893) 46,103
Net (Loss)/Profit After Tax (103,605) 123,999
Other Comprehensive Income
(A) Items that will not be reclassified to Profit or Loss
(I) Remeasurements of the Defined Employee Benefit Plans 129 (301)
(Ii) Income tax relating to items that will not be reclassified to Profit or Loss (36) 84
Subtotal (A) 93 (217)
(B) Items that will be reclassified to Profit or Loss
(I) Cash Flow Hedge 2,506 115
(Ii) Income tax relating to items that will not be reclassified to Profit or Loss (701) (32)
Subtotal (B) 1,805 83
Other Comprehensive Income (A + B) 1,898 (134)
Total Comprehensive Income (101,707) 123,865
Earnings per Equity Share 38
Basic (`) (33.02) 39.55
Diluted (`) (33.02) 39.37


153
Cash Flow Statement

(` in Lakh)
Particulars As at March 31, 2019 As at March 31, 2018
A. CASH FLOW FROM OPERATING ACTIVITIES
Net (Loss)/ profit before tax 116,498 170,102
Adjustments for:
Depreciation and Amortisation Expense 5,115 2,763
Share based Payments to Employees 1,533 2,441
Loss on Sale of Property, Plant and Equipments 5,178 61
Dividend Income (1,235) (13,731)
Interest Income from Investments (3,575) (4,040)
Other Interest Income (18,499) (22,100)
Net Loss/ (Gain) on Fair Value Changes 245,837 (42,018)
Net Loss/ (Gain) on derecognition of Financial 8,805 (1,230)
Instruments under Amortised Cost Category
Security Deposit Written Off 1,215 -
Impairment on Financial Instruments 108,498 62,968
Operating Profit before Working Capital Changes 236,374 155,216
Adjustments for:
(Decrease) Increase in other Non Financial Liabilities (167) 5,688
(Decrease) Increase in other Financial Liabilities (85,653) 282,101
Increase in Provisions 386 562
Decrease/ (Increase) in Trade Receivables 3,814 (4,032)
(Increase)/Decrease in Trade Payable (207) 5,592
(Increase) in other Financial Asset (36,288) (38,356)
(Increase) in other Bank Balances (71,060) (21,234)
(Increase) in other Non Financial Asset (25,632) (6,621)
Cash Generated from Operations during the Year 21,567 378,916
Taxes Paid (43,517) (41,163)
Net Cash Flow generated from Operations before (21,950) 337,753
Movement in Housing and Other Loans
Housing and Other Property Loans Disbursed (Net) (851,612) (2,151,311)
Net Cash used in Operating Activities [A] (873,562) (1,813,558)
B. CASH FLOW FROM INVESTING ACTIVITIES
Dividend Income 1,235 13,731
Interest Income 24,627 25,793
Investment in Subsidiary (1) -
Investment in Associates - (7,736)
Proceeds from Sale of Investment (Net) 596,090 595,658
Capital Expenditure on Fixed Assets (8,538) (18,385)
Proceeds from Sale of Fixed Assets 61 21
Net Cash generated from Investing Activities [B] 613,474 609,082

1 2 3
Cash Flow Statement

(` in Lakh)
Particulars As at March 31, 2019 As at March 31, 2018
C. CASH FLOW FROM FINANCING ACTIVITIES
Issue of Equity Shares at Premium 19 514
Proceeds from Perpetual Debts - 50,000
Proceeds from Redeemable Non Convertible Debentures 1,909,814 156,502
Repayment of Redeemable Non Convertible Debentures (407,073) (174,977)
(Repayment) of / Proceeds from Commercial Paper (520,000) 305,500
Proceeds from Term Loan 152,500 1,075,000
Repayment of Term Loan (733,163) (738,011)
Proceeds from Other Borrowings (Net) 111,839 130,894
Public / Other Deposits (repaid)/received (Net) (310,752) 334,486
Dividend & Dividend Distribution Tax Paid (9,438) (22,620)
Net Cash generated from Financing Activities [C] 193,746 1,117,288
Net (decrease) in Cash and Cash Equivalents [A+B+C] (66,342) (87,188)
Cash and Cash Equivalents at the beginning of the Year 192,305 279,493
Cash and Cash Equivalents at the end of the year (Refer note 5) 125,963 192,305


155
Statement of Changes in Equity
A. Equity Share Capital

(` in Lakh)
Particulars Total
Balance as at April 01, 2017 31,315
Changes in Equity Share Capital during the year
Shares issued during the year under ESOS/ESAR 51
Balance as at March 31, 2018 31,366

Changes in Equity Share Capital during the year
B. Other Equity
(` in Lakh)
Particulars Capital SecuritiesDebenture Retained General Special Employ- OCI-Cash- Total
Reserve Premium Redemp- Earnings Reserve Reserve ee Stock flow
tion Option Out- hedge
Reserve standing reserve
Balance as at April 1, 2017 2,451 219,909 117,000 184,138 116,522 156,399 1,210 (5,720) 791,909
Profit for the year - - 123,999 - - - - 123,999
Other Comprehensive Income for the year - - (217) - - - 83 (134)
Transfer to Special Reserve - - (27,500) - - - - (27,500)
Transfer to General Reserve (20,000) - - - - (20,000)
Transfer from Retained Earnings - - - 20,000 27,500 - - 47,500
Dividends - - (22,647) - - - - (22,647)
Creation of Deferred Tax on Embedded Derivative - - - - - - - -
On shares allotted upon exercise of Stock Options by the Employees - 265 - - - - - - 265
Employee Stock Options (Net) - - - - - - 1,834 - 1,834
Received during the year - 463 - - - - - 463
Utilised during the year (2,451) - - (1,351) - - - (3,802)
Balance as at March 31, 2018 - 220,637 117,000 237,773 135,171 183,899 3,044 (5,637) 891,887
Profit for the year - - - (103,605) - - - - (103,605)
Other Comprehensive Income for the year - - - 93 - - - 1,805 1,898
Dividends - - - (9,454) - - - - (9,454)
On Shares allotted upon Exercise of Stock Options by the Employees - 245 - - - - - - 245
Employee Stock Options (Net) - - - - - - 1,288 - 1,288
Received during the year - 3 - - - - - - 3
Utilised during the year - - - - (3,438) - - - (3,438)
For Chaturvedi & Shah llp For Deloitte Haskins & Sells LLP Kapil Wadhawan Dheeraj Wadhawan Alok Kumar Misra
Chartered Accountants Chartered Accountants Chairman & Managing Director (DIN – 00096026) (DIN – 00163959)
ICAI FRN : 101720W/W-100355 ICAI FRN : 117366W/W-100018 (DIN – 00028528) Director Director
Jignesh Mehta Abhijit A. Damle Dr. Deepali Pant Joshi Sunjoy Josh Srinath Sridharan
Partner Partne (DIN – 07139051) (DIN – 00449318) (DIN – 03359570)
ICAI MN : 102749 ICAI MN : 102912 Director Director Director
Place: Mumbai
Date: July 22, 2019
1 2 3
Notes
forming part of the financial statements for the year ended March 31, 2019
1. Corporate information transactions that are required to be valued in accordance

Dewan Housing Finance Corporation Limited (‘DHFL’), ‘the with Ind AS 102, Ind AS 17 and Ind AS 36, respectively.
Company’ was incorporated in India on April 11, 1984 and
has been carrying on, as its main business of providing 2.2 Presentation of financial statements
loans to Retail customers for construction or purchase of The Balance Sheet and the Statement of Profit and Loss
residential property, loans against property, loans to real are prepared and presented in the format prescribed in the
estate developers and loans to SMEs. The company is Schedule III to the Act. The Statement of Cash Flows has
registered with National Housing Bank (NHB) under Section been prepared and presented as per the requirements of
29A of the National Housing Bank Act, 1987. Ind AS 7 “Statement of Cash Flows”.
2. Significant Accounting Policies Amounts in the financial statements are presented in Indian
2.1 Basis of Preparation and Presentation Rupees in Lakh. Per share data is presented in Indian
Rupee.
The standalone financial statements (“financial statements”)
have been prepared under historical cost convention on an
2.3 Revenue recognition
accrual basis in accordance with the Indian Accounting
Standards (“Ind AS”) and the relevant provisions of the Revenue is recognised to the extent that it is probable
Companies Act, 2013 (the “Act”) (to the extent notified). that the economic benefits will flow to the Company and
The Ind AS are prescribed under Section 133 of the Act the revenue can be reliably measured and there exists
read with Rule 3 of the Companies (Indian Accounting reasonable certainty of its recovery. Revenue is measured
Standards) Rules, 2015 and relevant amendment Rules at the fair value of the consideration received or receivable,
issued thereafter. as applicable.
Effective April 01, 2018, the Company has adopted the a. Interest Income
Ind AS and the adoption was carried out in accordance The main source of revenue for the Company is
with Ind AS 101 “First-time Adoption of Indian Accounting Income from Housing and Other property loans.
Standards” with April 01, 2017 being the transition date. Repayment of housing and property loan is generally
The transition was carried out from Indian Accounting by way of Equated Monthly Instalments (EMIs)
Principles generally accepted in India as prescribed under comprising of principal and interest. EMIs generally
Section 133 of the Act, read with Rule 7 of the Companies commence once the entire loan is disbursed. Pending
(Accounts) Rules, 2014 (“IGAAP”), which was the previous commencement of EMIs, pre-EMI interest is payable
GAAP. every month/quarter/annual, as applicable, on the
loan that has been disbursed. Interest is calculated
These financial statements have been prepared on a going either on annual rest or on monthly rest on the basis
concern basis. (Also refer note 54). of agreed terms with the borrowers.
Historical cost convention Interest income on housing and property loans and
Historical cost is generally based on the fair value of the other financial instruments carried at amortised cost
consideration given in exchange for goods and services. The is recognised on a time proportion basis taking into
financial statements have been prepared on the historical account the amount outstanding and the effective
cost basis except for certain financial instruments that are interest rate (“EIR”) applicable.
measured at fair values at the end of each reporting period
as required under Ind AS 109 “Financial Instruments”. The EIR considers all fees, charges, transaction
costs, and other premiums or discounts that are
Fair value is the price that would be received to sell an asset incremental and directly attributable to the specific
or paid to transfer a liability in an orderly transaction between financial instrument at the time of its origination.
market participants at the measurement date, regardless
of whether that price is directly observable or estimated The financial assets that are classified at Fair Value
using another valuation technique. The measurement through Statement of Profit and Loss (“FVTPL”),
and/ or disclosure in these financial statements has been transaction costs and processing fees collected are
accordingly determined except for share based payment recognised in Statement of Profit and Loss at initial
transactions, leasing transactions and certain other recognition.
157
Notes
The interest income on non-credit impaired financial PPE not ready for the intended use on the date of the
assets is calculated by applying the EIR to the gross Balance Sheet are disclosed as “capital work-in-progress”.
carrying amount (i.e. at the amortised cost of the
financial asset before adjusting for any expected Depreciation is recognised using straight line method
credit loss allowance). Interest income on credit- so as to write off the cost of the assets less their residual
impaired financial assets is calculated on net values over their useful lives specified in Schedule II to
carrying value (i.e. the gross carrying amount less the the Act. Depreciation method is reviewed at each financial
allowance for expected credit losses (ECLs)). year end to reflect expected pattern of consumption of
the future economic benefits embodied in the asset. The
b. Fee and Commission income: estimated useful life and residual values are also reviewed
Fee and commission, other than the fee that forms an at each financial year end with the effect of any change in
integral part of EIR, are accounted on accrual basis. the estimates of useful life/residual value is accounted on
prospective basis.
c. Dividend Income
Estimated useful life considered by the Company are:
Dividend income is recognised when the Company’s
right to receive dividend is established by the Asset Estimated
reporting date. Useful Life
Office Equipment 5 Years
d. Investment income
Computers 3 Years
The gains/losses on sale of investments are
Furniture and fittings 10 Years
recognised in the Statement of Profit and Loss on
trade date. Gain or loss on sale of investments is Vehicles 8 Years
determined on the basis of weighted average cost. Leasehold improvements Lease Period
Leasehold Premises Lease Period
e. Other operating revenue:
Buildings 60 Years
Prepayment charges, delayed payment interest and
other such incomes where recovery is uncertain are Intangible assets
recognized on receipt basis.
Intangible assets are recognised when it is probable that the
future economic benefits that are attributable to the asset
2.4 Property, plant and equipment and Intangible Assets
will flow to the enterprise and the cost of the asset can be
Property Plant and Equipment (PPE) measured reliably. Intangible assets are stated at original
PPE is recognised when it is probable that future economic cost net of tax/duty credits availed, if any, less accumulated
benefits associated with the item will flow to the Company amortisation and cumulative impairment. Administrative
and the cost of the item can be measured reliably. PPE and other general overhead expenses that are specifically
is stated at cost less accumulated depreciation and attributable to acquisition of intangible assets are allocated
impairment losses, if any. The cost of PPE is its purchase and capitalised as a part of the cost of the intangible assets.
price net of any trade discounts and rebates, any import
duties and other taxes (other than those subsequently Intangible assets not ready for the intended use on the date
recoverable from the tax authorities), any directly of Balance Sheet are disclosed as “Intangible assets under
attributable expenditure on making the PPE ready for its development”.
intended use, other incidental expenses and interest on
borrowing attributable to acquisition of qualifying PPE upto Intangible assets are amortised on straight line basis
the date the asset is ready for its intended use. over the estimated useful life of 3 to 6 years. The method
of amortisation and useful life are reviewed at the end of
An item of property, plant and equipment is derecognised each accounting year with the effect of any changes in the
upon disposal or when no future economic benefits are estimate being accounted for on a prospective basis.
expected to arise from the continued use of the asset.
Any gain or loss arising on the disposal or retirement of an Amortisation on impaired assets is provided by adjusting
item of property, plant and equipment is determined as the the amortisation charge in the remaining periods so as
difference between the sales proceeds and the carrying to allocate the asset’s revised carrying amount over its
amount of the asset and is recognised in the Statement of remaining useful life.
Profit and Loss.

1 2 3
Notes
An intangible asset is derecognised on disposal, or when National Pension Scheme and employee state
no future economic benefits are expected from use or insurance scheme are considered as defined
disposal. Gains or losses arising from derecognition of contribution plans and are charged as an expense in
an intangible asset, measured as the difference between the Statement of Profit and Loss based on the amount
the net disposal proceeds and the carrying amount of the of contribution required to be made as and when
asset, are recognised in Statement of Profit and Loss when services are rendered by the employees.
the asset is derecognised.
ii. Defined benefits plan
Deemed Cost of PPE on transition to Ind AS The Company’s Gratuity liability under the Payment
For transition to Ind AS, the Company has elected to of Gratuity Act, 1972 is determined on the basis of
continue with the carrying value of all of its property, plant actuarial valuation made at the end of each financial
and equipment and intangible assets recognised as of year using the projected unit credit method.
April 01, 2017 (transition date) measured as per the IGAAP
and use that carrying value as its deemed cost as of the The Company’s net obligation in respect of defined
transition date. benefit plans is calculated by estimating the amount
of future benefit that employees have earned in the
Impairment of assets (other than financial assets) current and prior periods, discounting that amount
As at the end of each financial year, the Company reviews and deducting the fair value of any plan assets.
the carrying amounts of its PPE and intangible assets to
determine whether there is any indication that those assets The calculation of defined benefit obligations is
have suffered an impairment. If such indication exists, the performed periodically by a qualified actuary using
PPE and intangible assets are tested for impairment so as the projected unit credit method. When the calculation
to determine the impairment loss, if any. results in a potential asset for the Company, the
recognition of the asset is limited to the present value
Impairment loss is recognised when the carrying amount of economic benefits available in the form of any
of an asset exceeds its recoverable amount. Recoverable future refunds from the plan or reductions in future
amount is the higher of fair value less costs of disposal and contributions to the plan.
value in use. In assessing value in use, the estimated future
cash flows are discounted to their present value using a pre- Remeasurement of the net defined benefit liability,
tax discount rate that reflects current market assessments which comprise actuarial gains and losses, the return
of the time value of money and the risks specific to the asset on plan assets (excluding interest) and the effect
for which the estimates of future cash flows have not been of the asset ceiling (if any, excluding interest), are
adjusted. recognised immediately in Other Comprehensive
Income (OCI). Net interest expense (income) on the
If recoverable amount of an asset is estimated to be less than net defined liability (assets) is computed by applying
its carrying amount, such deficit is recognised immediately the discount rate, used to measure the net defined
in the Statement of Profit and Loss as impairment loss liability (asset), to the net defined liability (asset) at
and the carrying amount of the asset is reduced to its the start of the financial year after taking into account
recoverable amount. any changes as a result of contribution and benefit
payments during the year. Net interest expense and
When an impairment loss subsequently reverses, the other expenses related to defined benefit plans are
carrying amount of the asset is increased to the revised recognised in Statement of Profit and Loss.
estimate of its recoverable amount, but so that the increased
carrying amount does not exceed the carrying amount that iii. Short-term employee benefits
would have been determined had no impairment loss was The undiscounted amount of short-term employee
recognised for the asset in prior years. A reversal of an benefits expected to be paid in exchange for the
impairment loss is recognised immediately in the Statement services rendered by employees are recognised
of Profit and Loss. during the year when the employees render the
service. These benefits include performance incentive
2.5 Employee benefits and compensated absences which are expected to
i. Defined contribution plan occur within twelve months after the end of the period
in which the employee renders the related service.
The contribution to provident fund, pension fund,
159
Notes
The cost of short-term compensated absences is Company becomes a party to the contractual provisions of
accounted as under: the instrument. Financial assets primarily comprise of loans
and advances, deposits, trade receivables and cash and
(a) in case of accumulated compensated cash equivalents. Financial liabilities primarily comprise of
absences, when employees render the borrowings and trade payables.
services that increase their entitlement of future
compensated absences; and Initial Measurement of Financial Instruments
Recognised financial assets and financial liabilities are
(b) in case of non-accumulating compensated initially measured at fair value. Transaction costs and
absences, when the absences occur. revenues that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than
iv. Other Long-term employee benefits financial assets and financial liabilities at FVTPL) are added
Compensated absences which are not expected to to or deducted from the fair value of the financial assets
occur within twelve months after the end of the period or financial liabilities, as appropriate, on initial recognition.
in which the employee renders the related service Transaction costs and revenues directly attributable to the
are recognised as a liability at the present value of acquisition of financial assets or financial liabilities at FVTPL
the defined benefit obligation as at the balance sheet are recognised immediately in the Statement of Profit and
date less the fair value of the plan assets out of which Loss.
the obligations are expected to be settled.
If the transaction price differs from fair value at initial
v. Share-based payment arrangements recognition, the Company will account for such difference
The share appreciation rights granted to employees as follows:
pursuant to the Company’s Stock Appreciation Rights
Scheme are measured at the fair value of the rights at • if fair value is evidenced by a quoted price in an
the grant date. The fair value of the rights is treated as active market for an identical asset or liability or
discount and accounted as employee compensation based on a valuation technique that uses only data
cost over the vesting period on a straight line basis. from observable markets, then the difference is
The amount recognised as expense in each year is at recognised in the Statement of Profit and Loss on
based on the number of grants expected to vest. If a initial recognition (i.e. day 1 profit or loss);
grant lapses after the vesting period, the cumulative
discount recognised as expense in respect of such • in all other cases, the fair value will be adjusted to
grant is transferred to Other Equity. bring it in line with the transaction price (i.e. day 1
profit or loss will be deferred by including it in the
2.6 Leases initial carrying amount of the asset or liability).
The determination of whether an agreement is, or contains,
After initial recognition, the deferred gain or loss will be
a lease is based on the substance of the agreement at the
released to profit or loss on a rational basis, only to the
date of inception. Leases are classified as finance leases
extent that it arises from a change in a factor (including
whenever the terms of the lease transfer substantially all
time) that market participants would take into account when
the risks and rewards of ownership to the lessee. All other
pricing the asset or liability.
leases are classified as operating leases.
Classification of Financial Assets
Operating Lease
• debt instruments that are held within a business
Operating lease are recognized as expense in the
model whose objective is to collect the contractual
Statement of Profit and Loss in line with contractual term to
cash flows, and that have contractual cash flows
compensate the lessor’s expected inflationary cost.
that are Solely Payments of Principal and Interest
on the principal amount outstanding (SPPI), are
2.7 Financial instruments
subsequently measured at amortised cost;
Recognition of Financial Instruments
Financial instruments comprise of financial assets and • all other debt instruments (e.g. debt instruments
financial liabilities. Financial assets and financial liabilities managed on a fair value basis, or held for sale) and
are recognised in the Company’s balance sheet when the equity investments are subsequently measured at
FVTPL.

1 2 3
Notes
However, the Company may make the following irrevocable to those of the host contracts and the host contracts are not
election / designation at initial recognition of a financial measured at FVTPL.
asset on an asset-by-asset basis:
Hedge Accounting
• the Company may irrevocably elect to present The Company designates certain hedging instruments,
subsequent changes in fair value of an equity which include derivatives, embedded derivatives and
investment that is neither held for trading nor non-derivatives in respect of foreign currency risk, as
contingent consideration recognised by an acquirer either fair value hedges, cash flow hedges, or hedges of
in a business combination to which Ind AS 103 net investments in foreign operations. Hedges of foreign
applies, in OCI; and exchange risk on firm commitments are accounted for as
cash flow hedges.
• the Company may irrevocably designate a debt
instrument that meets the amortised cost or Fair Value At the inception of the hedge relationship, the entity
through Other Comprehensive Income (FVTOCI) documents the relationship between the hedging instrument
criteria as measured at FVTPL if doing so eliminates and the hedged item, along with its risk management
or significantly reduces an accounting mismatch objectives and its strategy for undertaking various hedge
(referred to as the fair value option). transactions. Furthermore, at the inception of the hedge and
on an ongoing basis, the Company documents whether the
A financial asset is held for trading if: hedging instrument is highly effective in offsetting changes
• it has been acquired principally for the purpose of in fair values or cash flows of the hedged item attributable
selling it in the near term; or to the hedged risk.
• on initial recognition it is part of a portfolio of identified Note 44 sets out details of the fair values of the derivative
financial instruments that the Company manages instruments used for hedging purposes.
together and has a recent actual pattern of short-term
profit-taking; or Fair Value Hedge
Changes in fair value of the designated portion of derivatives
• it is a derivative that is not designated and effective that qualify as fair value hedges are recognised in profit or
as a hedging instrument or a financial guarantee loss immediately, together with any changes in the fair value
of the hedged asset or liability that are attributable to the
Derivative Financial Instruments hedged risk. The change in the fair value of the designated
The Company enters into a variety of derivative financial portion of hedging instrument and the change in the hedged
instruments to manage its exposure to interest rate and item attributable to the hedged risk are recognised in profit
foreign exchange rate risks, including foreign exchange or loss in the line item relating to the hedged item.
forward contracts, interest rate swaps and cross currency
swaps. Further details of derivative financial instruments are Hedge accounting is discontinued when the hedging
disclosed in Note 6. instrument expires or is sold, terminated, or exercised, or
when it no longer qualifies for hedge accounting. The fair
Derivatives are initially recognised at fair value at the date the value adjustment to the carrying amount of the hedged item
derivative contracts are entered into and are subsequently arising from the hedged risk is amortised to profit or loss
re-measured to their fair value at the end of each reporting from that date.
period. The resulting gain or loss is recognised in profit or
loss immediately unless the derivative is designated and Cash Flow Hedge
effective as a hedging instrument, in which event the timing The effective portion of changes in the fair value of
of the recognition in profit or loss depends on the nature of derivatives that are designated and qualify as cash flow
the hedging relationship and the nature of the hedged item. hedges is recognised in Other Comprehensive Income
and accumulated under the heading of cash flow hedging
Embedded derivatives reserve. The gain or loss relating to the ineffective portion is
Derivatives embedded in non-derivative host contracts recognised immediately in profit or loss.
that are not financial assets within the scope of Ind AS 109
“Financial Instruments” are treated as separate derivatives Amounts previously recognised in Other Comprehensive
when their risks and characteristics are not closely related Income and accumulated in Equity relating to (effective
161
Notes
portion as described above) are reclassified to profit or for this element similar to the time value of an option (as
loss in the periods when the hedged item affects profit described above).
or loss, in the same line as the recognised hedged item.
However, when the hedged forecast transaction results in Hedge accounting is discontinued when the hedging
the recognition of a non-financial asset or a non-financial instrument expires or is sold, terminated, or exercised, or
liability, such gains and losses are transferred from equity when it no longer qualifies for hedge accounting. Any gain
(but not as a re-classification adjustment) and included or loss recognised in other comprehensive income and
in the initial measurement of the cost of the non -financial accumulated in equity at that time remains in equity and
asset or non-financial liability. is recognised when the forecast transaction is ultimately
recognised in profit or loss. When a forecast transaction is
In cases where the designated hedging instruments are no longer expected to occur, the gain or loss accumulated
options and forward contracts, the Company has an option, in equity is recognised immediately in profit or loss.
for each designation, to designate on an instrument only the
changes in intrinsic value of the options and spot element Investment in equity instruments at FVTOCI
of forward contracts respectively as hedges. In such cases, The Company subsequently measures all equity investments
the time value of the options is accounted based on the at fair value through profit or loss, unless the Company’s
type of hedged item which those options hedge. management has elected to classify irrevocably some of its
equity investments as equity instruments at FVTOCI.
In case of transaction related hedged item in the above
cases, the change in time value of the options is recognised The Company has not elected to classify any equity
in other comprehensive income to the extent it relates to the investment at FVTOCI.
hedged item and accumulated in a separate component
of equity i.e. Reserve for time value of options and forward Debt instruments at amortised cost or at FVTOCI
elements of forward contracts in hedging relationship. This
The Company assesses the classification and measurement
separate component is removed and directly included
of a financial asset based on the contractual cash flow
in the initial cost or other carrying amount of the asset or
characteristics of the asset individually and the Company’s
the liability (i.e. not as a re-classification adjustment thus
business model for managing the asset.
not affecting other comprehensive income) if the hedged
item subsequently results in recognition of a non-financial
For an asset to be classified and measured at amortised
asset or a non-financial liability. In other cases, the amount
cost or at FVTOCI, its contractual terms should give rise to
accumulated is reclassified to profit or loss as a re-
cash flows that are meeting SPPI test.
classification adjustment in the same period in which the
hedged expected future cash flows affect profit or loss.
For the purpose of SPPI test, principal is the fair value of
the financial asset at initial recognition. That principal
In case of time-period related hedged item in the above
amount may change over the life of the financial asset (e.g.
cases, the change in time value of the options is recognised
if there are repayments of principal). Interest consists of
in other comprehensive income to the extent it relates to the
consideration for the time value of money, for the credit risk
associated with the principal amount outstanding during a
of equity i.e. Reserve for time value of options and forward
particular period of time and for other basic lending risks
elements of forward contracts in hedging relationship.
and costs, as well as a profit margin. The SPPI assessment
The time value of options at the date of designation of
is made in the currency in which the financial asset is
the options in the hedging relationships is amortised on a
denominated.
systematic and rational basis over the period during which
the options’ intrinsic value could affect profit or loss. This is
Contractual cash flows that are SPPI are consistent with a
done as a re-classification adjustment and hence affects
basic lending arrangement. Contractual terms that introduce
other comprehensive income.
exposure to risks or volatility in the contractual cash flows
that are unrelated to a basic lending arrangement, such as
In cases where only the spot element of the forward
exposure to changes in equity prices or commodity prices,
contracts is designated in a hedging relationship and the
do not give rise to contractual cash flows that are SPPI. An
forward element of the forward contract is not designated,
originated or an acquired financial asset can be a basic
the Company makes the choice for each designation
lending arrangement irrespective of whether it is a loan in
whether to recognise the changes in forward element of fair
its legal form.
value of the forward contracts in profit or loss or to account

1 2 3
Notes
An assessment of business models for managing financial on the principal amount outstanding on specified dates.
assets is fundamental to the classification of a financial During the current year due to certain market conditions,
asset. The Company determines the business models the company has sold financial assets during the year by
at a level that reflects how financial assets are managed way of assignment transactions which does not impact the
individually and together to achieve a particular business business model of the Company and hence the Company
objective. continues to carry the financial assets at amortised cost.
When a debt instrument measured at FVTOCI is Reclassifications

derecognised, the cumulative gain/loss previously If the business model under which the Company holds
recognised in OCI is reclassified from equity to profit or financial assets changes, the financial assets affected
loss. In contrast, for an equity investment designated as are reclassified. The classification and measurement
measured at FVTOCI, the cumulative gain/loss previously requirements related to the new category are applied
recognised in OCI is not subsequently reclassified to profit prospectively.
or loss but transferred within equity.
Impairment
Debt instruments that are subsequently measured at
The Company measures the loss allowance for a financial
amortised cost or at FVTOCI are subject to impairment.
instrument at an amount equal to the lifetime expected
credit losses if the credit risk on that financial instrument has
Financial assets at Fair Value through Profit or Loss
increased significantly since initial recognition. If the credit
(FVTPL)
risk on a financial instrument has not increased significantly
Investments in equity instruments are classified as at since initial recognition, the Company measures the loss
FVTPL, unless the Company irrevocably elects or initial allowance for that financial instrument at an amount equal to
recognition to present subsequent changes in fair value 12-month expected credit losses. 12-month expected credit
in other comprehensive income for investments in equity losses are portion of the life-time expected credit losses
instruments which are not held for trading. and represent the lifetime cash shortfalls that will result if
default occurs within the 12 months after the reporting date
Debt instruments that do not meet the amortised cost and thus, are not cash shortfalls that are predicted over the
criteria or FVTOCI criteria are measured at FVTPL. In next 12 months.
addition, debt instruments that meet the amortised cost
criteria or the FVTOCI criteria but are designated as at A loss allowance for full lifetime ECL is required for a financial
FVTPL are measured at FVTPL upon initial recognition instrument if the credit risk on that financial instrument has
if such designation eliminates or significantly reduces a increased significantly since initial recognition. For all other
measurement or recognition inconsistency that would arise financial instruments, ECLs are measured at an amount
from measuring assets or liabilities or recognising the gains equal to the 12-month ECL.
and losses on them on different bases.
The Company measures ECL based on category of loans
Financial assets at FVTPL are measured at fair value at at a collective level. The measurement of the loss allowance
the end of each reporting period, with any gains or losses in respect of stage 3 developers’ loans (other than those
arising on remeasurement recognised in statement of profit measured at FVTPL) is based on the present value of the
or loss. asset’s expected cash flows using the asset’s original EIR.
Subsequent Measurement of Financial assets Impairment losses and releases are accounted for and
All recognised financial assets that are within the scope disclosed separately from modification losses or gains that
of Ind AS 109 are required to be subsequently measured are accounted for as an adjustment of the financial asset’s
at amortised cost or fair value on the basis of the entity’s gross carrying value.
business model for managing the financial assets and the
contractual cash flow characteristics of the financial assets. The Company has established a policy to perform an
assessment, at the end of each reporting period, of
The Company business model objective is to hold financial whether a financial instrument’s credit risk has increased
assets in order to collect contractual cash flows. The significantly since initial recognition, by considering the
contractual terms of the financial asset give rise to cash change in the risk of default occurring over the remaining
flows that are solely payments of principal and interest life of the financial instrument.
163
Notes
Based on the above process, the Company categorises Write-off

its loans into Stage 1, Stage 2 and Stage 3, as described Loans and debt securities are written off when the Company
below: has no reasonable expectations of recovering the financial
• Stage 1 - Performing assets with zero to thirty days asset (either in its entirety or a portion of it). This is the case
past due (DPD). Stage 1 loans also include facilities when the Company determines that the borrower does
where the credit risk has improved and the loan has not have assets or sources of income that could generate
been reclassified from Stage 2 and Stage 3. sufficient cash flows to repay the amounts subject to the
write-off. A write-off constitutes a derecognition event. The
• Stage 2 - Under-performing assets having 31 to 90 Company may apply enforcement activities to financial
DPD. Stage 2 loans also include facilities, where assets written off. Recoveries resulting from the Company’s
the credit risk has improved and the loan has been enforcement activities will result in gains.
reclassified from Stage 3.
Financial liabilities and equity
• Stage 3 - Non-performing assets with overdue more Classification as debt or equity
than 90 DPD
Debt and equity instruments issued by a Company entity
are classified as either financial liabilities or as equity
The impairment requirements for the recognition and
in accordance with the substance of the contractual
measurement of a loss allowance are equally applied to
arrangements and the definitions of a financial liability and
debt instruments at FVTOCI except that the loss allowance
an equity instrument.
is recognised in other comprehensive income and is not
reduced from the carrying amount in the balance sheet.
Equity instruments
The Financial assets for which the Company has no An equity instrument is any contract that evidences a
reasonable expectations of recovering either the entire residual interest in the assets of an entity after deducting all
outstanding amount, or a proportion thereof, the gross of its liabilities. Equity instruments issued by the Company
carrying amount of the financial asset is reduced. This is are recognised at the proceeds received, net of direct issue
considered a (partial) derecognition of the financial asset. costs.
Derecognition of financial assets Repurchase of the Company’s own equity instruments is

recognised and deducted directly in equity. No gain/loss is
A financial asset is derecognised only when:
recognised in profit or loss on the purchase, sale, issue or
cancellation of the Company’s own equity instruments.
• The Company has transferred the rights to receive
cash flows from the financial assets or
Financial liabilities
• retains the contractual rights to receive the cash flows A financial liability is a contractual obligation to deliver cash
of the financial assets, but assumes a contractual or another financial asset or to exchange financial assets or
obligation to pay the cash flows to one or more financial liabilities with another entity under conditions that
recipients. are potentially unfavourable to the Company or a contract
that will or may be settled in the Company’s own equity
Where the entity has transferred an asset, the Company instruments and is a non-derivative contract for which the
evaluates whether it has transferred substantially all risks Company is or may be obliged to deliver a variable number
and rewards of ownership of the financial assets. In such of its own equity instruments, or a derivative contract over
cases, the financial assets is derecognised. Where the own equity that will or may be settled other than by the
entity has not transferred substantially all risks and rewards exchange of a fixed amount of cash (or another financial
of ownership of the financial asset, the financial asset is not asset) for a fixed number of the Company’s own equity
derecognised. instruments.
The Company transfers loans through assignment All financial liabilities are subsequently measured at
transactions. In accordance with the Ind AS 109, on amortised cost using the effective interest method or at
derecognition of a financial asset under assignment FVTPL. However, financial liabilities that arise when a
transactions, the difference between the carrying amount transfer of a financial asset does not qualify for derecognition
and the consideration received shall be recognised in or when the continuing involvement approach applies,
Statement of Profit and Loss. financial guarantee contracts issued by the Company, and

1 2 3
Notes
commitments issued by the Company to provide a loan at the consideration paid and payable is recognised in the
below-market interest rate are measured in accordance statement of profit and loss.
with the specific accounting policies.
2.8 Cash and cash equivalents
Financial liabilities at FVTPL Cash and cash equivalents includes cash on hand, balance
Financial liabilities are classified as at FVTPL when in current account and Balances with banks in deposits
the financial liability is either contingent consideration accounts with original maturity of less than 3 months. Short
recognised by the Company as an acquirer in a business term and liquid investments being subject to more than
combination to which Ind AS 103 applies or is held for insignificant risk of change in value, are not included as part
trading or it is designated as at FVTPL. of cash and cash equivalents.
A financial liability is classified as held for trading if: 2.9 Borrowing Costs
Interest expenses are calculated using EIR and all other
• it has been incurred principally for the purpose of borrowing costs are recognised in the Statement of Profit
repurchasing it in the near term; or and Loss when they are incurred.
• on initial recognition it is part of a portfolio of identified

2.10 Foreign currencies
financial instruments that the Company manages
together and has a recent actual pattern of short-term a. The functional currency and presentation currency of the
profit-taking; or Company is Indian Rupee. Functional currency of the
Company has been determined based on the primary
• it is a derivative that is not designated and effective economic environment in which the Company operate
as a hedging instrument. considering the currency in which funds are generated,
spent and retained.
Financial liabilities that are not held-for-trading and are not
designated as at FVTPL are measured at amortised cost. b. Transactions in currencies other than the Company’s
functional currency are recorded on initial recognition using
Financial liabilities subsequently measured at amortised the exchange rate at the transaction date. At each Balance
cost Sheet date, foreign currency monetary items are reported at
the rates prevailing at the year-end Non-monetary items that
are measured in terms of historical cost in foreign currency
designated as at FVTPL are measured at amortised cost at
are not retranslated.
the end of subsequent accounting periods. The carrying
amounts of financial liabilities that are subsequently
Exchange differences that arise on settlement of monetary
measured at amortised cost are determined based on
items or on reporting of monetary items at each Balance
the effective interest method. Interest expense that is not
Sheet date at the closing spot rate are recognised in the
capitalised as part of costs of an asset is included in the
Statement of Profit and Loss in the period in which they
‘Finance costs’ line item.
arise except for exchange differences on transactions
entered into in order to hedge certain foreign currency risks;
The effective interest method is a method of calculating the
amortised cost of a financial liability and of allocating interest 2.11 Segments
expense over the relevant period. The effective interest rate
Based on “Management Approach” as defined by Ind
is the rate that exactly discounts estimated future cash
AS 108, The Chief Operating Decision Maker (CODM)
payments (including all fees paid or received that form an
evaluates the “Operating Segments”. Operating segments
integral part of the effective interest rate, transaction costs
are reported in a manner consistent with the internal
and other premiums or discounts) through the expected
reporting provided to the CODM. The accounting policies
life of the financial liability, or (where appropriate) a shorter
adopted for segment reporting are in conformity with the
period, to the net carrying amount on initial recognition
accounting policies adopted for the Company. Revenue
and expenses have been identified to segments on the
Derecognition of financial liabilities
basis of their relationship to the operating activities of the
The Company derecognises financial liabilities when, and segment. Income / costs which relate to the Company as a
only when, the Company’s obligations are discharged, whole and are not allocable to segments on a reasonable
cancelled or have expired. The difference between the basis have been included under Unallocated Income /
carrying amount of the financial liability derecognised and Costs.
165
Notes
2.12 Investments in Subsidiary, Associates and Joint Deferred tax assets and liabilities are measured based on
Ventures the tax rates that are expected to apply in the period when
Investments in Subsidiary, Associates and Joint Ventures the asset is realized or the liability is settled, based on tax
are measured at cost as per Ind AS 27 – Separate Financial rates and tax laws that have been enacted or substantively
Statements. enacted by the balance sheet date.
2.13 Earnings per share Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets against
Basic earnings per share has been computed by dividing
current tax liabilities and when they relate to income taxes
net income by the weighted average number of shares
levied by the same taxation authority and the Company
outstanding during the year. Partly paid up shares are
intends to settle its current tax assets and liabilities on a net
included as fully paid equivalents according to the fraction
basis.
paid up. Diluted earnings per share has been computed
using the weighted average number of shares and dilutive
Deferred tax assets include Minimum Alternative Tax (MAT)
potential shares, except where the result would be anti-
credit in accordance with the tax laws in India, which gives
dilutive
rise to future economic benefits in the form of adjustment of
future income tax liability. Accordingly, MAT is recognized
2.14 Taxes on income
as deferred tax asset in the balance sheet when the assets
Income tax expense represents the sum of the tax currently can be measured reliably and it is probable that the future
payable and deferred tax. Income tax expense comprises economic benefit associated with the asset will be realized.
current and deferred taxes. Income tax expense is recognized
in the Statement of Profit and Loss except when they relate 2.15
Special Reserve
to items that are recognized outside profit or loss (whether in
The company creates statutory reserve every year out of its
other comprehensive income or directly in equity), in which
profits in terms of section 36(1)(viii) of the Income Tax Act,
case tax is also recognized outside profit or loss.
1961 read with section 29C of the National Housing Bank
Act, 1987.
Current Tax
The tax currently payable is based on the estimated taxable 2.16 Provisions, contingent liabilities and contingent
profit for the year for the Company and is calculated using assets
applicable tax rates and tax laws that have been enacted
• Provisions are recognised only when: an entity has a
or substantively enacted. Taxable profit differs from ‘profit
present obligation (legal or constructive) as a result of
before tax’ as reported in the Statement of Profit and Loss
a past event; and
because of items of income or expense that are taxable or
deductible in other years and items that are never taxable or
• it is probable that an outflow of resources embodying
deductible. The current tax is calculated using applicable
economic benefits will be required to settle the
tax rates that have been enacted or substantively enacted
obligation; and
by the end of the reporting period.
• a reliable estimate can be made of the amount of the

Deferred tax
obligation
Deferred tax assets and liabilities are recognized for
the future tax consequences of temporary differences Provision is measured using the cash flows estimated to
between the carrying values of assets and liabilities and settle the present obligation and when the effect of time value
their respective tax bases, and unutilized business loss of money is material, the carrying amount of the provision
and depreciation carry-forwards and tax credits. Such is the present value of those cash flows. Reimbursement
deferred tax assets and liabilities are computed separately expected in respect of expenditure required to settle a
for each taxable entity. Deferred tax assets are recognized provision is recognised only when it is virtually certain that
to the extent that it is probable that future taxable income the reimbursement will be received.
will be available against which the deductible temporary
differences, unused tax losses, depreciation carry-forwards
and unused tax credits could be utilized.

1 2 3
Notes
Contingent liability is disclosed in case of: 2.20 Statement of Cash Flows

• a present obligation arising from past events, when Statement of Cash Flows is prepared segregating the cash
it is not probable that an outflow of resources will be flows into operating, investing and financing activities. Cash
required to settle the obligation; and flow from operating activities is reported using indirect
method.
• a present obligation arising from past events, when
no reliable estimate is possible. Cash and cash equivalents (including bank balances)
shown in the Statement of Cash Flows exclude items which
Where the unavoidable costs of meeting the obligations are not available for general use as on the date of Balance
under the contract exceed the economic benefits expected Sheet.
to be received under such contract, the present obligation
under the contract is recognised and measured as a 2.21 Critical accounting judgements and key sources of
provision. estimation uncertainties
The preparation of the financial statements in conformity
Contingent Assets: with Ind AS requires the Management to make estimates
Contingent assets are not recognised but disclosed in the and assumptions considered in the reported amounts of
financial statements. assets and liabilities (including contingent liabilities) and
the reported income and expenses during the year. The
Provisions, contingent liabilities and contingent assets are Management believes that the estimates used in preparation
reviewed at each Balance Sheet date. of the financial statements are prudent and reasonable.
2.17 Commitments Future results could differ due to these estimates and the
Commitments are future liabilities for contractual differences between the actual results and the estimates
expenditure, classified and disclosed as follows: are recognised in the periods in which the results are known
/ materialise.
• estimated amount of contracts remaining to be
executed on capital account and not provided for; Expected Credit Loss:
When determining whether the risk of default on a
• other non-cancellable commitments, if any, to the financial instrument has increased significantly since
extent they are considered material and relevant in initial recognition, the Company considers reasonable
the opinion of management. and supportable information that is relevant and available
without undue cost or effort. This includes both quantitative
2.18 Non-Current Assets held for sale and qualitative information and analysis, based on the
Non-current assets are classified as held for sale if their Company’s historical experience and credit assessment
carrying amount is intended to be recovered principally and including forward-looking information. In certain cases,
through a sale (rather than through continuing use) when the assessment based on past experience is required for
the asset is available for immediate sale in its present future estimation of cash flows which requires significant
condition subject only to terms that are usual and customary judgment.
for sale of such asset and the sale is highly probable and
is expected to qualify for recognition as a completed sale The inputs used and process followed by the Company in
within one year from the date of classification. determining the increase in credit risk have been detailed in
Note 44.
Non-current assets classified as held for sale are measured
at lower of their carrying amount and fair value less costs to Effective Interest Rate:
sell. The Company’s EIR methodology, recognises interest
income using a rate of return that represents the best
2.19 Exceptional items estimate of a constant rate of return over the expected
An item of income or expense which its size, type or behavioural life of loans given.
incidence requires disclosure in order to improve an
understanding of the performance of the Company is This estimation, by nature, requires an element of judgement
treated as an exceptional item and the same is disclosed in regarding the expected behaviour and life-cycle of the
the notes to accounts. instruments, as well as other fee income/expense that are
integral parts of the instrument.
167
Notes
Fair valuation of Investments (other than investment in Going Concern:

subsidiaries, associates and joint ventures) and certain Information about the going concern consideration are
developer and mortgage loans: disclosed in Note 54.
The Company measures some of its investments and certain 3. Recent accounting pronouncements
developer and mortgage loans at fair value. In determining
3.1 Ind AS 116 Leases :
the fair value, the Company uses quoted prices in active
markets for identical assets or based on inputs which are Ind AS 116 Leases was notified on 28th March, 2019 and it
observable either directly or indirectly. However in certain replaces Ind AS 17 Leases, including appendices thereto.
cases, the Company adopts valuation techniques and Ind AS 116 is effective for annual periods beginning on or
inputs which are not based on market data. When market after April 01, 2019.
observable information is not available, the Company has
applied appropriate valuation techniques and inputs to the Ind AS 116 sets out the principles for the recognition,
valuation model. measurement, presentation and disclosure of leases and
requires lessees to account for all leases under a single
The Company uses valuation techniques that are on-balance sheet model similar to the accounting for
appropriate in the circumstances and for which sufficient finance leases under Ind AS 17. The standard includes two
data is available to measure fair value, maximising the use recognition exemptions for lessees – leases of ‘low-value’
of relevant observable inputs and minimising the use of assets (e.g., personal computers) and short-term leases
unobservable inputs. (i.e., leases with a lease term of 12 months or less). At the
commencement date of a lease, a lessee will recognise a
Information about valuation techniques and inputs used in liability to make lease payments (i.e., the lease liability) and
determining the fair value are disclosed in Note 42. an asset representing the right to use the underlying asset
during the lease term (i.e., the right-of-use asset). Lessees
Evaluation of Business Model will be required to separately recognise the interest
expense on the lease liability and the depreciation expense
Classification and measurement of financial instruments
on the right-of-use asset. The Company is in the process of
depends on the results of the solely payments of principal
assessing the impact of the new standard.
and interest on the principal amount outstanding (“SPPI”)
and the business model test. The Company determines the
3.2 Amendment to Ind AS 12 – Income taxes :
business model at a level that reflects how the Company’s
financial instruments are managed together to achieve a On March 30, 2019, Ministry of Corporate Affairs issued
particular business objective. amendments to the guidance in Ind AS 12, ‘Income Taxes’,
in connection with accounting for dividend distribution
The Company monitors financial assets measured at taxes. The amendment clarifies that an entity shall recognise
amortised cost that are derecognised prior to their maturity the income tax consequences of dividends in profit or loss,
to understand the reason for their disposal and whether the other comprehensive income or equity according to where
reasons are consistent with the objective of the business for the entity originally recognised those past transactions or
which the asset was held. Monitoring is part of the Company’s events. Effective date for application of this amendment is
continuous assessment of whether the business model for annual period beginning on or after April 1, 2019.
which the remaining financial assets are held continues to
be appropriate and if it is not appropriate whether there has The Company is currently evaluating the effect of this
been a change in business model and so a prospective amendment on the financial statements.
change to the classification of those instruments. Also refer
Note 55 in respect of change in business model in respect 4. Explanation to the transition to Ind-AS
of certain mortgage and developer loans. All other loans The transition as at April 1, 2017 to Ind AS was carried
are held at amortised cost based on the business model out from Previous GAAP. The exemptions and exceptions
of collecting contractual cash flows on account of principal applied by the Company in accordance with Ind AS 101
and interest. First–time Adoption of Indian Accounting Standards are
explained below:

1 2 3
Notes
4.1 First-time adoption Derecognition of financial assets and financial liabilities

Overall principle: Ind AS 101 requires a first-time adopter to apply the de-
The accounting policies set out in note 2 have been applied recognition provisions of Ind AS 109 prospectively for
in preparing the financial statements for the year ended transactions occurring on or after the date of transition to
March 31, 2019, the comparative information presented Ind AS. However, Ind AS 101 allows a first-time adopter
in these financial statements for the year ended March 31, to apply the derecognition requirements in Ind AS 109
2018 and in the preparation of an opening Ind AS transition retrospectively from a date of the entity’s choosing,
balance sheet as at April 1, 2017 (the Company’s date provided that the information needed to apply Ind AS 109
of transition). In preparing its opening Ind AS balance to financial assets and financial liabilities derecognised
sheet, the Company has adjusted the amounts reported as a result of past transactions was obtained at the time
previously in financial statements prepared in accordance of initially accounting for those transactions. The Company
with the accounting standards notified under Companies has elected to apply the de-recognition provisions of Ind AS
(Accounting Standards) Rules, 2006 (as amended) and 109 prospectively.
other relevant provisions of the Act (previous GAAP or
Indian GAAP). An explanation of how the transition from Business Combination
previous Indian GAAP to Ind AS has affected the Company’s Ind AS 101 provides the option to apply Ind AS 103
financial position, financial performance and cash flows is prospectively from the transition date or from a specific
set out in the following tables and notes. date prior to the transition date. This provides relief from
full retrospective application that would require restatement
Exemptions and Exceptions availed: of all business combinations prior to the transition date.
We have set out below the applicable Ind AS 101 optional The Company elected to apply Ind AS 103 prospectively
and mandatory exceptions applied in the transition from to business combinations occurring after its transition date.
previous GAAP to Ind AS. Business combinations occurring prior to the transition date
have not been restated.
Ind AS Optional Exemptions:
Share-based payments:
Deemed cost for property, plant and equipment and other
intangible assets Ind AS 102 “Share based Payment” requires to measure
equity-settled share-based payments to employees that
Ind AS 101 permits a first-time adopter to elect to continue
were vested before the date of transition to Ind AS using fair
with the carrying value for all of its property, plant and
value retrospectively. However, Ind AS 101 gives an option
equipment as recognised in the financial statements as
to measure equity-settled share-based payments at fair
at the date of transition to Ind AS, measured as per the
value prospectively from the transition date. Consequently,
previous GAAP and use that as its deemed cost as at the
the Company has availed the option to fair value share
date of transition after making necessary adjustments for
based payments that vest after transition date.
de-commissioning liabilities. This exemption can also be
used for intangible assets covered by Ind AS 38 Intangible
Ind AS Mandatory Exceptions
Assets.
Estimates:
Accordingly, the Company has elected to measure all of its An entity’s estimates in accordance with Ind AS at the date
property, plant and equipment and intangible assets at their of transition to Ind AS shall be consistent with estimates
previous GAAP carrying value. made for the same date in accordance with previous GAAP
(after adjustments to reflect any difference in accounting
Designation of previously recognized financial policies), unless there is objective evidence that those
instruments estimates were in error. Ind AS estimates as at 1 April
Ind AS 101 allows an entity to designate investments in 2017 are consistent with the estimates as at the same date
equity instruments at FVTPL on the basis of the facts and made in conformity with previous GAAP. The Company
circumstances at the date of transition to Ind AS. The made estimates for Impairment of financial assets based
Company has designated certain investments in equity on expected credit loss model in accordance with Ind AS
share as held at FVTPL on the basis of the facts and at the date of transition as these were not required under
circumstances that existed at the transition date. previous GAAP.
169
Notes
Classification and measurement of financial assets Impairment of financial assets:

Ind AS 101 requires an entity to assess classification The Company has applied the impairment requirements of
and measurement of financial assets (investment in debt Ind AS 109 retrospectively; however, as permitted by Ind AS
instruments) on the basis of the facts and circumstances 101, it has used reasonable and supportable information
that exist at the date of transition to Ind AS. The Company that is available without undue cost or effort to determine
has determined the classification of Financial Assets in the credit risk at the date that financial instruments were
terms of whether they meet the amortized cost criteria, initially recognised in order to compare it with the credit risk
FVTPL criteria or FVOCI criteria based on the facts and at the transition date.
circumstances that existed as of transition date.
4.2 Reconciliation of total equity between the figures reported under previous GAAP and Ind AS is given below :
(` in Lakh)
Particulars Note As at As at
March 31, 2018 March 31, 2017
Total Equity as per previous GAAP 879,565 799,582
Adjustment on account of :
Effective interest rate for Financial Assets and Liabilities recognised at 1,2
amortised cost / net interest on credit impaired loan 15,557 31,662
Net gain on derecognition of Financial Instruments under amortised cost 3
category 64,018 17,529
Expected Credit Loss (Impairment on Financial Instruments) 5 (41,796) (20,808)
Fair Value of Investment 6 977 (920)
Deferred Tax Adjustments 7 10,570 1,899
Other Comprehensive Income 9 (5,638) (5,720)
Total equity as per Ind AS 923,253 823,224
Reconciliation of net profit between the figures reported net of tax under previous GAAP and Ind AS is given below :
(` in Lakh)
Particulars Note For the year
ended
March 31, 2018
Net profit after tax as per previous GAAP 117,214
Effective interest rate for Financial Assets and Liabilities recognised at amortised cost / net interest 1,2 (21,495)
on credit impaired loan
Net gain on derecognition of Financial Instruments under amortised cost category 3 33,494
Expected Credit Loss (Impairment on Financial Instruments) 5 (15,121)
Fair valuation of Employee Stock Options / Employee Stock Appreciation Rights 8 (1,462)
Fair value of Investment 6 1,367
Reclassification of actuarial gain losses (net of tax) to OCI 4 217
Deferred Tax Adjustments 7 9,785
Net profit after tax as per Ind AS 123,999
Other Comprehensive Income (Net of taxes) 9 (134)
Total Comprehensive Income as per Ind AS 123,865

1 2 3
Notes
Notes : receipts and venture capital fund were carried at

cost. However, under Ind AS, these are measured at
1. Under previous GAAP, loans were carried at cost fair value through profit and loss.
whereas under IND AS loans are measured based
on entity’s business model for managing the financial 7. Indian GAAP requires deferred tax accounting
assets and contractual cash flow characteristics of using the income statement approach, which
the financial asset. The loans that meet the business focuses on differences between taxable profits
model and contractual cash flow tests are measured and accounting profits for the period. Ind-AS 12
at amortised cost and interest income is recognised requires entities to account for deferred taxes
as per effective interest rate method. using the balance sheet approach, which focuses
on temporary differences between the carrying
2. Under Previous GAAP, borrowings were recorded at amount of an asset or liability in the balance sheet
cost and transaction costs were charged to Statement and its tax base. It also includes impact of deferred
of Profit and Loss on a systematic basis over the tax arising on account of transition to IND AS.
tenure of the borrowing. Under Ind AS, transaction
cost incurred towards origination of borrowings is Further, as required by the NHB, the Company had
required to be deducted from the carrying amount recognised deferred tax liability (DTL) in respect of
of borrowings on initial recognition. These cost are the balance in the Special Reserve (created under
recognised in the Statement of Profit and Loss over section 36(1)(viii) of the Income-tax Act, 1961). The
the tenure of the borrowing as part of interest expense Company believes that the Special Reserve will not be
by applying effective interest rate method. utilised for payment of dividend or any other purpose
and accordingly it does not result in a difference in
3. Under Previous GAAP, gain on derecognition tax base. Hence, DTL on Special Reserve has been
of financial assets on account of assignment reversed to comply with Ind AS 12 on Income Taxes.
transactions is recognised over the contractual tenure
of the loan asset. However, as per Ind AS – 109 gain 8. Under Previous GAAP, the cost of equity-settled
on derecognition of financial assets (i.e difference employee share-based payments including
between sale consideration and carrying value) is Employee Stock Appreciation Rights (ESAR) was
recognised in the Statement of Profit and Loss on recognised using the intrinsic value method. Under
transfer of the financial asset. Ind AS, the cost of equity-settled employee share-
based payments is recognised based on the fair
4. Under the previous GAAP, remeasurements i.e. value of the options as on the grant date. The change
actuarial gains and losses and the return on plan does not affect total equity, but there is a decrease
assets, excluding amounts included in the net interest in profit before tax as well as profit after tax.
expense on the net defined benefit liability were
forming part of the profit or loss for the year. Under
Ind AS, these remeasurements are recognized in 9. Under Previous GAAP, there was no concept of OCI.
other comprehensive income instead of Statement of The Company designates certain Currency swaps
Profit and Loss. and Interest rate swaps as cash flow hedges to
mitigate the risk of foreign exchange exposure on
5. Under previous GAAP, provision for loans was made highly probable forecast cash transactions. When
as per the prudential Norms prescribed by the a derivative is designated as a cash flow hedging
National Housing Bank. Under Ind AS, the provision instrument, the effective portion of changes in the
on financial assets and commitments, needs to be fair value of the derivative is recognised in Other
calculated using the expected credit loss model. Comprehensive Income and accumulated in the
cash flow hedging reserve, and is transferred to the
6. Under previous GAAP, the investment in equity shares Statement of Profit and Loss upon the occurrence of
(other than investments in subsidiaries, associates the related forecasted transaction. Re-measurement
and joint ventures), preference shares, security of defined benefit plan liability are also recognised in
OCI.
171
Notes
5 Cash and bank balance

(` in Lakh)
Particulars As at As at As at
Cash and Cash Equivalents
(i) Cash on hand 1,047 626 479
(ii) Balances with banks:
- In Current Accounts 120,888 133,612 90,592
- In Deposit accounts 4,028 58,067 188,422
125,963 192,305 279,493
Other Bank Balances
(i) In other Deposit accounts 173,916 102,872 81,666
(ii) Earmarked balances with banks
- Unclaimed Dividend Account 185 169 141
174,101 103,041 81,807
Total 300,064 295,346 361,300
5.1 Short-term deposits are made for varying periods of between three months to thirteen months, depending on the immediate cash
requirements of the Company, and earn interest at the respective short-term deposit rates.
5.2 Fixed deposit with banks earns interest at fixed rate.
5.3 Balances with Banks in Deposit Accounts includes deposits under lien are as follows:-
(` in Lakh)
SLR Requirement 72,514 63,748 43,084
Bank Guarantee 1,241 682 1,220
Securitisation comforts provided to various trustees/buyers 80,811 28,572 34,162
Sinking fund requirement of debentures provided to Trustee(s) of
debentures (also refer note 54) 1,350 1,350 1,350
Collateral against derivatives 18,000 3,020 1,850
Margin Money towards CSGL account - 5,500 -
Total 173,916 102,872 81,666
6 Derivative Financial Instruments

The Company enters into derivatives for risk management purposes. Derivatives held for risk management purposes include
hedges that either meet the hedge accounting requirements or hedges that are economic hedges.
The table below shows the fair values of derivative financial instruments recorded as assets or liabilities together with their notional
amounts.

1 2 3
Notes
The notional amounts indicate the value of transactions outstanding at the year end and are not indicative of either the market risk
or credit risk.
(` in Lakh)
Particulars March 31, 2019 March 31, 2018 April 1, 2017

Notional Fair Value Fair Value - Notional Fair Value Fair Value - Notional Fair Value Fair Value -
Amounts - Assets Liabilities Amounts - Assets Liabilities Amounts - Assets Liabilities
Part I
(i) Currency derivatives:
- Currency swaps-Principal only 294,293 10,198 809 299,443 1,718 13,581 319,927 3,102 11,275
swaps
-F orwards 18,861 - 526 - - - - - -
Subtotal (i) 313,154 10,198 1,335 299,443 1,718 13,581 319,927 3,102 11,275
(ii) Interest rate derivatives
-Interest Rate Swaps 484,293 6,915 - 299,443 7,005 - 319,927 3,228 423
-Option arising out of investment - 28,916 - - - - - -
agreement (Refer note 6.3)
Subtotal(ii) 484,293 6,915 28,916 299,443 7,005 - 319,927 3,228 423
Total Derivative Financial 797,447 17,113 30,251 598,886 8,723 13,581 639,854 6,330 11,698
Instruments (i)+(ii)
Part II
Included in above (Part I) are
derivatives held for hedging and
risk management purposes as
follows:
(i) Fair value hedging:
- Interest rate derivatives 190,000 3,294 - - - - - - -
Subtotal (i) 190,000 3,294 - - - - - - -
(ii) Cash flow hedging:
- Currency derivatives 294,293 10,198 809 299,443 1,718 13,581 319,927 3,102 11,275
- Interest rate derivatives 294,293 3,621 - 299,443 7,005 - 319,927 3,228 423
- Forward 18,861 - 526 - - - - - -
Subtotal (ii) 607,447 13,819 1,335 598,886 8,723 13,581 639,854 6,330 11,698
6.1 The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material
foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under Ind
AS for material foreseeable losses on such long term contracts (including derivative contracts) has been made in the books of
account.
6.2 Refer Note 44(b) For Exchange Rate Risk.
6.3 Option arises out of investment made by Wadhawan Global Capital Limited (WGC) in Compulsory Convertible Debentures issued
by DHFL Investments Limited as per agreement with WGC.

173
Notes
7 Receivables
(` in Lakh)
Trade receivables
Unsecured considered good 476 4,274 242
Unsecured which have significant increase in credit risk 79 95 95
555 4,369 337
Less: Provision for impairment 79 95 95
476 4,274 242
7.1 Trade Receivables includes amounts due from the related parties ` 476 lakh (March 31, 2018 and April 1, 2017: ` 4,184 Lakh and
`149 Lakh respectively. (Refer note 48)
7.2 No trade or other receivable are due from directors or other officers of the Corporation either severally or jointly with any other
person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner,
a director or a member.
7.3 Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
7.4 Reconciliation of impairment allowance is as under:
(` in Lakh)
Particulars
As at April 1, 2017 95
Add: on addition -
Less: on deletion -
As at March 31, 2018 95
Add: on addition -
Less: on deletion 16
As at March 31, 2019 79
8 Housing and other loans

(` in Lakh)
At amortised cost
Housing and other property loan 6,034,073 7,421,552 5,915,816
Loans to developers 152,862 1,897,363 1,400,987
Intercorporate deposit (Refer note 8.12) (unsecured) 565,269 62,743 2,647
Loan to others 2,577 2,801 1,027
Total Gross 6,754,781 9,384,459 7,320,477
Less: Impairment loss allowance (Refer note 44(b)) (119,899) (138,667) (92,081)
Total Net 6,634,882 9,245,792 7,228,396
At Fair Value
Housing and other property loan 905,719 - -
Loans to Developers 2,257,096 65,670 -
Total 3,162,815 65,670 -
Total 9,797,697 9,311,462 7,228,396

1 2 3
Notes
8.1 All loans are secured unless otherwise stated and all loans are disbursed in India.
8.2 Transfer of financial assets:-
The Company transfers loans in securitisation transactions. Generally in such transactions, the Company also provides credit
enhancements to the transferee. Because of the existence of credit enhancements in such transactions, the Company continues
to have the obligation to pay to the transferee, limited to the extent of credit enhancement provided, even if it does not collect the
equivalent amounts from the original asset and hence continues to retain substantially all risks and rewards associated with such
loan, and as a result of which such transfer does not meet the derecognition criteria, resulting in the transfer not being recorded
as sale. Consequently, the proceeds received from such transfers are recorded as collateralised debt obligations.
8.3 Other property loans include mortgage loan, non residential property loan, plot loan for self construction where construction has
not began in last three years and loan against the lease rental income from properties in accordance with directions of National
Housing Bank (NHB). These also include loans granted to Small & Medium Enterprise (SME) and certain part are unsecured in
terms of the particular scheme of an aggregate amount of ` 13,769 lakh (March 31, 2018 and April 1, 2017:-` 12,490 lakh and
` 9,265 lakh).
8.4 Loans given by the Company are secured by equitable mortgage/ registered mortgage of the property and assets financed and/
or assignment of Life Insurance policies and/or personal guarantees and/or undertaking to create a security and/or hypothecation
of assets and are considered appropriate and good.
8.5 The above include insurance portion amounting to ` 1,13,218 lakhs (March 31, 2018 and April 1, 2017:-` 160,334 lakh and
` 136,668 lakh) to meet the cost of the insurance premium to secure the borrower’s life and thereby further secure the loan portfolio
by way of risk mitigation method and to secure the Company’s Housing loan portfolio against any eventuality.
8.6 The Company has repossessed certain assets under SARFAESI Act which are retained for the purpose of sale under the Rules
and Regulations of SARFAESI Act involving ` 10,267 lakh as at March 31, 2019 (March 31, 2018 and April 1, 2017:-` 7,890 lakh
and ` 7,890 lakh respectively), which are part of NPA portfolio for which necessary provisions have already been made. These
assets are accounted as and when they are realised as per related accounting policy.
8.7 The Company has securitized / assigned pool of certain housing and property loans and managed servicing of such loan
accounts. The balance outstanding in the pool, as at the reporting date aggregates ` 30,59,465 lakh (March 31, 2018 and April 1,
2017:-` 19,15,351 lakh and ` 1,146,374 lakh respectively). These assets have been de-recognised in the books of the Company.
The Company is responsible for collection and getting servicing of this loan portfolio on behalf of buyers / investors. In terms of the
said securitization/assignment agreements, the Company pays to buyer/investor on monthly basis the prorata collection amount
as per individual agreement terms. The Company has purchased home loan pools in two tranches for a cumulative amount of ` Nil
(March 31, 2018 and April 1, 2017:-` Nil and ` 30,863 lacs respectively) in compliance with RBIs norms on Securitisation, specific
to Direct Assignment transactions, in terms of Minimum Holding Period (MHP) and Minimum Retention Requirement (MRR).
8.8 The company is not granting any loans against gold jewellery as collateral.
8.9 Housing and other property loans includes Nil as at March 31, 2019 (March 31, 2018 and April 1, 2017:-` 289 lakh and ` 315 lakh
respectively) given to the key managerial persons of the Company under the normal course of business.
8.10 Loans to others include loan to employees which are secured by the hypothecation of respective assets against which these loans
have been granted.
8.11 Two subsidiaries of the Company were amalgamated into the Company pursuant to the Scheme of amalgamation (Scheme) under
Sections 391 to 394 of the Companies Act, 1956 approved by the Board of directors of all the three companies and sanctioned
by the Hon’ble High Court of judicature at Bombay vide its order dated July 27, 2012 and by the Hon’ble High Court of judicature
at Delhi vide its order dated January 4, 2013 which were filed with the Registrar of Companies on January 31, 2013 being the
effective date for the amalgamation scheme. In terms of the above scheme, the Assets and Liabilities of the subsidiary companies
were amalgamated with DHFL at their respective fair value in the earlier years. Proportionate Fair value appreciation surplus
175
Notes
amounting to Nil (` 2,451 Lakh) has been amortised out of the Capital Reserve and ` 4,772 Lakh (` 2,826 lakh) has been amortised
out of the General Reserve in terms of the valuation report of the scheme. (Refer note 4.1)
8.12 Intercorporate deposit includes ` 3,105 Lakh (March 31, 2018 and April 1, 2017 : NIL and NIL respectively) due from related party.
(Refer note 48 and 51)
9 Investments
Particulars As at As at As at As at As at As at
March 31, March 31, April 1, March 31, March 31, April 1,
2019 2018 2017 2019 2018 2017
Nos of Units / Shares (` in Lakh)
At cost
Investments in Equity Instruments (Subsidiary)
DHFL Advisory & Investments Pvt Ltd 75,010,000 75,010,000 75,010,000 7,501 7,501 7,501
Less : Provision for impairment in the value of investment -7,501
- 7,501 7,501
Investment in DHFL Holding Limited 10,000 - - 1 - -
1 7,501 7,501
Investments in Equity Instruments (Associate)
(Refer note 49)
Aadhar Housing Finance Ltd - - 14,900,000 - - 1,490
DHFL Vysya Housing Finance Ltd - - 1,048,989 - - 315
Aadhar Housing Finance Ltd (Formerly known as DHFL - 2,301,090 - - 1,805 -
Vysya Housing Finance Ltd.) (Refer note 9.3)
Avanse Financial Services Ltd. - 19,250,719 12,197,522 - 12,724 4,988
- 14,529 6,793
Investments in Equity Instruments (Joint Venture)
(Refer note 49)
DHFL Pramerica Asset Managers Pvt Ltd - 18,568,825 18,568,825 - 3,770 3,770
DHFL Pramerica Trustees Pvt Ltd - 50,000 50,000 - 5 5
- 3,775 3,775
Total 1 25,805 18,069
Investments in Equity Instruments of Associates and

Joint Venture held for sale (refer note 49)
Aadhar Housing Finance Ltd (Formerly known as DHFL 2,301,090 - 1,805 - -
Vysya Housing Finance Ltd.)
Avanse Financial Services Ltd 19,250,719 - 12,724 - -
DHFL Pramerica Asset Managers Pvt Ltd 18,568,825 - 3,670 - -
DHFL Pramerica Trustees Pvt Ltd 50,000 - 5 - -
18,204 - -

1 2 3
Notes
Particulars As at As at As at As at As at As at
March 31, March 31, April 1, March 31, March 31, April 1,
2019 2018 2017 2019 2018 2017
Nos of Units / Shares (` in Lakh)
At fair value through profit or loss
Quoted Equity Instruments (other than Subsidiary, - 41 67
Associate and Joint Venture)
Unquoted Equity Instruments (other than Subsidiary, 11,634 12,356 10,000
Associate and Joint Venture)
Mutual Funds 10,404 406,880 268,883
Venture Capital Fund 2,299 2,344 2,418
Security Receipts 63,231 66,628 -
Preference Share 3,556 14,201 -
Pass Through Certificates 25,700 - -
Total 116,824 502,450 281,368
At Amortised Cost
Debentures 14,157 192,659 200,991
Investment in Government securities (SLR) 71,028 65,974 42,353
Investment in Government securities 682 12,341 10,712
In Certificate of Deposits - - 789,174
Pass Through Certificates 14,126 9,399 10,809
Total 99,993 280,373 1,054,039
Grand Total 235,022 808,628 1,353,476
9.1 All investments are made within India.
9.2 Investment in Government and other SLR Securities aggregating ` 70,933 Lakh (March 31, 2018 and April 1, 2017: ` 66,526
Lakh and ` 42,530 Lakh respectively) carry a floating charge created in favor of depositors in the Fixed Deposit schemes of the
Company (read with Note 19).
9.3 In terms of Scheme of Amalgamation, approved by National Company Law Tribunal on October 27, 2017, erstwhile Aadhar
Housing Finance Limited has been merged with the DHFL Vysya Housing Finance Limited. Company has received 12,52,101
equity shares of DHFL Vysya Housing Finance Limited on merger in lieu of the shares held in erstwhile Aadhar Housing Finance
Limited. Name of DHFL Vysya Housing Finance Limited has been changed to Aadhar Housing Finance Limited after merger.
9.4 The Company holds 100% of equity share capital of DHFL Investments Limited (DIL), however, based on the agreement dated
March 31, 2017, the Company does not exercise control over DIL and hence is not considered as a subsidiary company for the
purpose of preparation of these Ind AS financial statements.
177
Notes
10 Others Financial Assets (Unsecured and Considered Good)

(` in Lakh)
Interest accrued but not due on Fixed Deposit 3,092 3,139 4,515
Receivable on assigned loans* 87,385 60,415 17,529
Security Deposits (refer Note 10.1) 3,563 3,150 3,488
Interest accrued but not due on Investment 1,226 3,779 3,432
Receivable from Mutual Fund 10,449 1 -
Other Assets (refer note 10.2) 3,517 6,228 9,045
109,232 76,712 38,009
Less: Provision for Impairment 109 64 16
Total 109,123 76,648 37,993
* Retained Interest
10.1 Security Deposits includes amounts due from the related parties ` 210 lakh (March 31, 2018 and April 1, 2017: ` 135 and
` 35 respectively). (refer note 48)
10.2 Other assets includes amounts due from the related parties ` 425 lakh (March 31, 2018 and April 1, 2017: ` 627 lakh and
` 882 lakh respectively). (refer note 48)
11 Current Tax Assets (Net)

(` in Lakh)
Advance Tax (Net of Provision) 37,020 14,729 8,462
Total 37,020 14,729 8,462
12 Deferred tax liabilities (Net)

(` in Lakh)
Deferred Tax Liabilities (90,531) (71,523) (59,443)
MAT Credit Entitlement - 32,606 46,072
Deferred Tax Assets 134,812 48,480 32,615
Total 44,281 9,563 19,244

Notes
12.1 Deferred tax assets and liabilities in relation to:
Particulars Opening Recognised Recognised Utilisations Closing Recognised Recognised Utilisations Closing
balance as at in Profit and in Other /Adjustments balance as at in Profit and in Other /Adjustments balance as at
April 1, 2017 Loss Comprehensive March 31, 2018 Loss Comprehensive March 31, 2019
Income Income
Deferred Tax Liabilities
On difference between book balance and (22,948) (596) - - (23,544) (470) - - (24,014)
tax balance of Property, Plant & Equipment
On account of measurement of Financial (8,802) 3,600 - - (5,202) (16,871) - - (22,073)
instrument at amortised cost
Fair value on Investment (622) (4,570) - - (5,192) 4,537 - - (655)
Receivable on assigned loans (4,900) (11,989) - - (16,889) (7,540) - - (24,429)
Others (refer note 8.11) (22,171) - 1,475 (20,696) - - 1,336 (19,360)
(59,443) (13,555) - 1,475 (71,523) (20,344) - 1,336 (90,531)
Deferred Tax Assets
On account of impairment on Financial 30,240 15,133 - - 45,373 (12,286) - - 33,087
Instruments
On account of provision for Employee 23 113 84 - 220 (184) (36) - -
Benefits
On Cash Flow Hedge Reserve 2,220 (32) 2,188 (701) - 1,487
1
Fair value on Employee Stock Options/ 132 567 - 699 429 - - 1,128
OVERVIEW
Employee Stock Appreciation Rights

CORPORATE
Expenses
Fair Valuation of Loan - - - - - 91,030 - - 91,030
Fair Valuation of Derivative - - - - - 8,080 - - 8,080
MAT Credit Entitlement 46,072 - - (13,466) 32,606 - - (32,606) -
2
78,687 15,813 52 (13,466) 81,086 87,069 (737) (32,606) 1,34,812

REPORTS
STATUTORY
Net 19,244 2,258 52 (11,991) 9,563 66,725 (737) (31,270) 44,281

3
Financial
Statements
179
Notes
13 Property, plant and equipment

(` in Lakh)
Description Gross Block Accumulated Depreciation Net Block
As at Additions Deductions As at As at Charge for Deductions As at As at
April 1, 2018 March 31, 2019 April 1, 2018 the year March 31, 2019 March 31, 2019
Building 57,038 7 - 57,045 308 941 - 1,249 55,796
Leasehold 5,650 1,014 4,383 2,281 237 758 880 115 2,166
Improvements
Furniture and 3,017 321 491 2,847 285 400 114 571 2,276
Fixtures
Vehicles 302 167 81 388 39 82 64 57 331
Office Equipment 5,536 1,729 1,583 5,682 522 925 396 1,051 4,631
Leasehold Premises 9,326 - - 9,326 163 162 - 325 9,001
Computers 5,424 519 371 5,572 511 1,185 216 1,480 4,092
Total 86,293 3,757 6,909 83,141 2,065 4,453 1,670 4,848 78,293
Previous Year
(` in Lakh)
Description Gross Block Accumulated Depreciation Net Block
Building 5,507 51,531 - 57,038 - 308 - 308 56,730
Leasehold 861 4,986 197 5,650 - 431 194 237 5,413
Improvements
Furniture and 1,463 1,580 26 3,017 - 310 25 285 2,732
Fixtures
Vehicles 44 267 9 302 - 45 6 39 263
Office Equipment 2,233 3,448 145 5,536 - 594 72 522 5,014
Leasehold Premises 9,326 - - 9,326 - 163 - 163 9,163
Computers 1,001 4,515 92 5,424 - 601 90 511 4,913
Total 20,435 66,327 469 86,293 - 2,452 387 2,065 84,228
The Company has availed the deemed cost exemption in relation to the property, plant and equipment on the date of transition
and hence the net block carrying amount has been considered as the gross block carrying amount on that date. Refer below for
the gross block value and the accumulated depreciation on April 1, 2017 under the previous GAAP.
Property, Plant and Equipment
Description Gross Block Accumulated Net Block

Depreciation
Buildings 6,180 673 5,507
Leasehold Improvements 3,353 2,492 861
Furniture and Fixtures 2,629 1,166 1,463
Vehicles 125 81 44
Office Equipment 3,597 1,364 2,233
Leasehold Premises 9,999 673 9,326
Computers 3,295 2,294 1,001
Total 29,178 8,743 20,435
Capital work-in-progress 54,615
13.1 Also refer note 17.2, note 18.2 and note 18.3 for charge creation on Property, Plant and Equipment.

1 2 3
Notes
14 Intangible Assets
Description Gross block Accumulated Amortisation Net block
Computer (Software) 1,062 8,086 - 9,148 311 662 - 973 8,175
Total 1,062 8,086 - 9,148 311 662 - 973 8,175
Intangible Assets 10,401
under development
(Software)
Previous Year
Description Gross block Accumulated amortisation Net block

Computer (Software) 454 608 - 1,062 - 311 - 311 751
Total 454 608 - 1,062 - 311 - 311 751
Intangible Assets 12,905
under development
(Software)
The Company has availed the deemed cost exemption in relation to the intangible assets on the date of transition and hence the
net block carrying amount has been considered as the gross block carrying amount on that date. Refer below for the gross block
value and the accumulated amortisation on April 1, 2017 under the previous GAAP.
Intangible Assets
Description Gross block Accumulated Net block

depreciation
Computer (Software) 1,990 1,536 454
Total 1,990 1,536 454
Intangible Assets under development (Software) 8,762
15 Other Non-Financial Assets (Unsecured and considered good)

(` in Lakh)
As at As at As at
Particulars
Capital Advances 65 593 1,158

Employee Advance 12 14 13
Recoverable from employees (refer note 48) 643 - -
Advance to Related Parties (refer note 48) 146 153 268
Advance to Vendors 2 157 479
Gratuity Fund (net) 683 156 222
Prepaid Expenses 684 2,188 895
Input tax credit Receivable 7,625 647 82
Total 9,860 3,908 3,117
181
Notes
16 Trade payables
There are no overdue amounts to Micro, Small and Medium Enterprises as at March 31, 2019 for which disclosure requirements
under Micro, Small and Medium Enterprises Development Act, 2006 are applicable.
Trade Payables includes ` 3 Lakh (March 31, 2018 and April 1, 2017 : ` 1 Lakh and 10 lakh respectively) due to related parties.
(Refer note 48).
The information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been
determined to the extent such parties have been identified on the basis of Information available with the Company. The amount of
principal and interest outstanding during the year is given below.
a) Amount outstanding but not due as at year end - - -
b) Amount due but unpaid as at the year end - - -
c) Amounts paid after appointed date during the year - - -
d) Amount of interest accrued and unpaid as at year end - - -
e) The amount of further interest due and payable even in the - - -
succeeding year
Total - - -
17 DEBT SECURITIES
(` in Lakh)
At Amortised Cost
Secured
Redeemable non convertible debentures 4,234,394 2,854,697 2,850,114
Unsecured
Redeemable non convertible debentures (Subordinated issue) 220,200 130,898 147,758
Commercial Papers (Net of unamortised discount as at March 31, 83,318 595,765 297,423
2019 : ` 1,682 Lakh (March 31, 2018 and April 1, 2017 ` 9,235 Lakh
and ` 2,077 Lakh respectively)
Total 4,537,912 3,581,360 3,295,295
17.1 Terms of repayment and rate of interest in case of Debt Securities.

As At March 31, 2019
Particulars Interest Rate 0-3 Years 3-5 Years >5 Years Grand Total
Secured
Redeemable non convertible debentures 5.50% - 11.55% 2,321,155 1,051,575 861,664 4,234,394
Unsecured
Redeemable non convertible debentures 8.80% - 11.20% 50,826 29,509 139,865 220,200
(Subordinated issue)
Commercial Papers 6.62% - 9.00% 83,318 - - 83,318

1 2 3
Notes
Secured
Redeemable non convertible debentures 5.50% - 11.55% 1,333,134 279,941 1,241,622 2,854,697
Unsecured
As at April 1, 2017
Secured
Unsecured
17.2 Secured Non-Convertible Debentures/ZCD are secured by way of first charge to and in favour of Debenture Trustees jointly
ranking pari passu inter-se, on the Company’s whole of the present and future book debts, housing loan instalments/receivables,
investments including all the receivables of the Company and other movable assets, wherever situated, excluding SLR assets,
read with Note 18.3 hereinafter. They are further secured on pari passu basis by constructive delivery of various title deeds of
certain immovable properties of the Company, to Union Bank of India, acting for itself and as an agent of other participating
lenders and Debenture trustees, and are also guaranteed by the promoter directors of the Company.
17.3 Redeemable non convertible debentures also include amount outstanding for Zero Coupon Secured Redeemable Non-
Convertible Debentures (ZCD) aggregating ` 102,449 Lakh (March 31, 2018 and April 1, 2017:- ` 236,535 lakh and ` 282,657 Lakh
respectively), which are redeemable at premium on maturity. The accumulated premium payable on outstanding ZCD accrued till
March 31, 2019 amounting to ` 40,449 Lakh (March 31, 2018 and April 1, 2017:- ` 73,045 Lakh and ` 65,367 lakhs respectively)
is included above.
17.4 Unsecured Redeemable Non Convertible Subordinated Debentures aggregating to ` 221,900 Lakh (March 31, 2018 and April 1,
2017:- ` 1,33,180 Lakh and ` 1,50,680 Lakh), outstanding as at March 31, 2019, are subordinated to present and future senior
indebtedness of the Company. It qualifies as Tier II capital in accordance with National Housing Bank (NHB) guidelines for
assessing capital adequacy based on balance term to maturity. These debentures are redeemable at par on maturity on various
periods.
17.5 During the year ended March 31, 2019, the Company has issued and allotted the following securities by way of public issue,
10,94,47,863 Secured Redeemable Non-Convertible Debentures (“NCDs”) having face value of `1,000 each aggregating to
` 10,94,479 lakh in terms of the Shelf Prospectus and Tranche 1 Prospectus dated May 14, 2018 (“Prospectus”). The said NCDs
were allotted on June 4, 2018 and listed on BSE Limited and NSE Limited.
17.6 During the year ended March 31, 2019, the Company has raised an amount of ` 98,972 lakh on April 18, 2018 by issue of
INR denominated USD settled 10,00,00,00,000 Notes due in the year 2023 under the US$ 2,00,00,00,000 Medium Term Note
Programme. These bonds were listed on London Stock Exchange (LSE-International Securities Market (ISM) Segment.
183
Notes
18 BORROWINGS (OTHER THAN DEBT SECURITIES)

Secured
At amortised cost
Term Loans
from Banks 3,175,938 3,682,780 3,281,427
from National Housing Bank 243,493 284,820 328,851
Term Loans from other parties
External Commercial Borrowing 280,749 295,412 315,276
Cash credit facilities and Working Capital Demand Loan
Loans repayable on demand 119,656 223,741 111,012
Collateralised debt obligations 240,585 15,023 -
Total 4,060,421 4,501,776 4,036,566
Unsecured
At amortised cost
Intercorporate deposits - 9,638 6,496
Total - 9,638 6,496
Grand Total(A) 4,060,421 4,511,414 4,043,062
Borrowings in India 3,779,672 4,216,002 3,727,786
Borrowings outside India 280,749 295,412 315,276
Total (B) to tally with (A) 4,060,421 4,511,414 4,043,062
18.1 Collateralised debt obligation
Collateralised debt obligation represent amount received against Housing and other loan securitised, which does not qualify for
derecognition. The Company is expected to recover the same within a period of 5 years. (Refer Note 8.2)
18.2 Terms of repayment and rate of interest in case of Borrowings:
Secured
Term loan from Banks Floating* 1,878,704 817,814 479,419 3,175,938
Term Loan from National Housing Bank 6.12%-8.95% 74,857 47,069 121,567 243,493
Term Loan from External Commercial Borrowing Floating** 261,238 19,511 - 280,749

Secured
Term loan from Banks Floating* 1,908,828 1,029,308 744,644 3,682,780
Term Loan from External Commercial Borrowing Floating** 161,612 133,800 - 295,412

1 2 3
Notes
As At April 1, 2017
Secured
Term loan from Banks Floating* 1,626,217 937,338 717,872 3,281,427
Term Loan from External Commercial Borrowing Floating** 80,653 229,302 5,321 315,276
*(Linked with MCLR/Base Rate of respective banks)
**(Linked with LIBOR)
18.3 All Secured loans, from the National Housing Bank (NHB), Other Banks, External Commercial Borrowing and Financial Institutions
are secured by way of first charge to and in favour of participating banks, Institutions, National Housing Bank and Debenture
Trustees jointly ranking pari passu, inter-se, on the Company’s whole of the present and future book debts, housing loan instalments/
receivables, investments including all the receivables of the Company and other movable assets, wherever situated, excluding
SLR assets. They are further secured on pari passu basis by constructive delivery of various title deeds of certain immovable
properties of the Company, to Union Bank of India, acting for itself and as an agent of other participating lenders and Debenture
trustees, and are also guaranteed by the promoter directors of the Company.
18.4 Loans repayable on demand and other short term loans comprising of Cash credit facilities from banks and are secured by a first
charge by way of hypothecation of book debts of specific loan assets of the company and are further secured by negative lien on
the underlying specific properties and / or secured by demand promissory notes. Certain Cash credit facilities are also secured
by way of a first pari passu charge along with other secured loans read with Note 17.2. All cash credit facilities are repayable as
per the contracted/ roll over term.
18.5 Pursuant to the refinancing arrangement with NHB, the Company has provided a non-disposal undertaking from the Promoters
and Promoter Group with respect to their shareholdings in the Company and corporate guarantee from Wadhawan Global Capital
Limited (promoter entity).
18.6 As described in Note 54, since in the first fortnight of July 2019, the consortium of bankers have agreed to enter into an Inter-
creditor Agreement (ICA) for a potential restructuring of the Company’s liabilities, the Company is confident that other lenders
who may or may not have restrictive or compliance related covenants shall also be part of the proposed restructuring. Hence, no
adjustment is considered necessary in respect of the covenants of borrowings.
19 DEPOSITS
At Amortised Cost
Public Deposits
Fixed Deposits 623,585 913,967 607,451
Other than Fixed Deposits 2,077 2,698 3,016
Other Deposits 33,178 48,579 26,105
Total 658,840 965,244 636,572
19.1 The National Housing Bank directives require all HFC’s accepting public deposits to create a floating charge on the
statutory liquid assets maintained in favour of depositors through the mechanism of a trust deed. The Company
has accordingly appointed a SEBI approved trustee Company as trustee for the above by executing the trust deed.
Accordingly, the public deposits of the Company as defined in paragraph 2(1)(y) of the Housing Finance Companies (NHB)
Directions, 2010, are secured by floating charge on the Statutory Liquid Assets maintained in terms of sub-sections (1) & (2) of
Section 29B of the National Housing Bank Act, 1987.
19.2 Fixed Deposits and Other Deposits, including short term fixed deposits and short term other deposits, are repayable as per
individual contracted maturities ranging from 12 to 120 months from the date of deposit. The interest is payable on contracted
terms depending upon the scheme opted by the depositor.
185
Notes
20 SUBORDINATED LIABILITIES
Unsecured
Non-Convertible Debentures (Perpetual) 113,581 113,184 63,996
Total 113,581 113,184 63,996
20.1 All subordinated liabilities are issued in India
20.2 As At March 31, 2019
Unsecured
Non-Convertible Debentures (Perpetual) 9.85% to 12.75% - - 113,581 113,581
Unsecured
As At April 1, 2017
Unsecured
21 OTHER FINANCIAL LIABILITIES

Interest accrued but not due on borrowings 281,320 193,932 164,784
Unclaimed dividend 185 169 142
Unclaimed matured deposits and interest accrued thereon 8,878 10,341 7,674
Security and other deposits received 845 432 16
Creditors for Capital Expenditure 884 611 3,098
Amounts payable on Securitised Loans 105,174 61,580 35,644
Book Overdraft - 217,184 -
Others 11,483 11,347 1,930
Total 4,08,769 4,95,596 2,13,288
21.1 As required under Section 124 of the Companies Act, 2013, the Company has transferred unclaimed dividend of the year 2010-11
` 9 Lakh (` 7 Lakh) and towards unclaimed deposits and interest accrued thereon ` 26 Lakh (` 17 Lakh) to Investor Education &
Protection Fund (IEPF) during the year. There are no amounts due for payment to the Investor Education and Protection Fund under
Section 125 of the Companies Act, 2013 as at the year end in respect of Unclaimed Matured Deposits and Unpaid Dividends.
However, there has been a delay ranging from 1 to 16 days in transferring unclaimed public deposits aggregating ` 7 lakh.

1 2 3
Notes
21.2 Security and other deposits received includes amounts due to related parties ` 224 lakh (March 31, 2018 and April 1, 2017:-` 432
lakh and ` 1 lakh respectively). (refer note 48)
21.3 Amounts payable on Securitised Loans includes amounts due to related parties ` 15 lakh (March 31, 2018 and April 1, 2017:-` 20
lakh and ` 21 lakh respectively). (refer note 48).
21.4 Others includes amounts due to related parties ` 4,346 lakh (March 31, 2018 and April 1, 2017:-` 12 lakh and ` 12 lakh respectively).
(refer note 48)
22 provisions
Provision for Employee Benefits 1,015 629 67
Total 1,015 629 67
23 OTHER NON-FINANCIAL LIABILITIES

Advance from Customer 15,155 13,113 8,150
Statutory Remittances 1,170 3,379 2,654
Total 16,325 16,492 10,804
24. SHARE CAPITAL

Particulars As at March 31, 2019 As at March 31, 2018 As at April 1, 2017
Number ` Number ` Number `
AUTHORISED
Equity Shares of ` 10 each 578,000,000 57,800 578,000,000 57,800 578,000,000 57,800
ISSUED, SUBSCRIBED AND
FULLY PAID UP
313,823,024 31,382 313,658,847 31,366 313,152,205 31,315
a) Reconciliation of number of shares outstanding at the beginning and at the end of the reporting period:

Equity shares outstanding as at 313,658,847 31,366 313,152,205 31,315 291,797,988 29,180
the beginning of the year
Shares issued during the year - - - - 21,230,070 2,123
Shares allotted pursuant to 164,177 16 506,642 51 124,147 12
exercise of stock options
the end of the year
187
Notes
b) Terms / Rights attached to equity shares
The Company has only one class of shares i.e. equity. The shareholders have voting rights in the proportion of their shareholdings.
The shareholders are entitled to dividend, if declared and paid by the Company. In the event of liquidation, these shareholders are
entitled to receive remaining assets of the Company after distribution of all liabilities, in the proportion of their shareholdings.
c) Details of shareholders holding more than 5 percent shares in the Company are given below:

Number % holding Number % holding Number % holding
Wadhawan Global Capital 117,049,714 37.30% 117,049,714 37.32% 117,049,714 37.38%
Limited
d) Employee Stock Option Plans:
Employee Stock Option Scheme 2008 (ESOS-2008) was implemented by the Company. 14,22,590 equity share options were
granted under ‘ESOS-2008’ in 2008-09 to the employees as approved by the Nomination and Remuneration Committee of directors
of the Company at ` 53.65 per share, the reconsidered price approved in the EOGM dated March 31, 2009.
Consequent to issue of Bonus Shares by the Company in earlier years, the adjusted exercise price is ` 26.83 per Equity Share and
the total number of options also increased in the same ratio.
granted under ‘ESOS-2009, Plan II’ in 2009-10 and additional 12,34,670 equity share options were approved to be granted under
‘ESOS-2009, Plan III’ in 2010-11 to the employees by the Nomination and Remuneration Committee of directors of the Company at
` 141/- per share, the price approved in the Nomination and Remuneration Committee meeting held on November 25, 2009. The
ESOP 2009 Plan II lapsed on November 25, 2015 and the ESOP 2009 Plan III was completed on June 30, 2017 upon allotment of
the balance equity shares under the said plan.
Pursuant to the resolution passed by the Board of Directors of the Company, at its meeting held on 16th January, 2015 and the
special resolution passed by the Members of the Company on February 23, 2015 through Postal Ballot, the DHFL Employee Stock
Appreciation Rights Plan 2015 (“DHFL ESAR Plan 2015” / “the Plan”) was approved in accordance with the provisions of SEBI
(SBEB) Regulations, exercisable into not more than 51,46,023 fully paid-up equity shares in aggregate, having face value of ` 10/-
each. Consequent to the bonus shares issued by the Company to its Members in the ratio 1:1 during the financial year 2015-16,
the total number of employee Stock Appreciation Rights (SARs) also increased in the same ratio i.e. exercisable into not more than
1,02,92,046 fully paid up equity shares. During the financial year 2017-18, the Members of the Company, approved amendment
to the DHFL ESAR Plan 2015, inter-alia, for increasing the number of equity shares that can be allotted thereunder to 2,67,82,046
equity shares. ESARs granted are as under:
Particulars Approval Date No of ESARs SAR Price (`)

Grant I 21-Mar-15 1,550,100 380.00 (` 190/- per
SAR Post Bonus issue)
Grant II 17-Nov-16 2,081,545 230.80
Grant III 13-Jul-17 3,247,100 434.90
Grant IV 13-Jul-17 550,000 300.08
Grant V 16-Oct-17 150,800 434.90
Grant VI 22-Jan-18 71,900 434.02
Grant VII 22-Mar-18 11,735,600 520.20
Grant VIII 27-Jun-18 240,000 643.65

1 2 3
Notes
Movement in options:
Particulars ESOS-2008 ESAR 2015

Grant I to VIII
Number of options / ESAR’s outstanding at the beginning of the year 30,380 18,032,328
Number of options / ESAR’s granted during the year - 240,000
Number of options / ESAR’s forfeited / lapsed during the year 14,940 12,796,418
Number of options / ESAR’s Vested during the year - 599,979
Number of options / ESAR’s Exercised during the year 15,440 240,250
Number of shares arising as a result of exercise of options 15,440 148,737
Money realized by exercise of options (in `) 414,255 1,487,370
Number of options outstanding at the end of the year - 5,235,660
Number of options exercisable at the end of the year - 599,979
Weighted Average exercise price & Option price (in `):
Pre Bonus 53.65 380.00
Post Bonus 26.83 190.00 - 520.20
The Company follows fair value based method of accounting for determining compensation cost for its stock-based compensation
scheme. The fair value of each stock options granted during the current year and previous year is mentioned in the table below.
The fair value has been calculated by applying Black-Scholes-Merton model as valued by an independent valuer
Details of options granted during the current and previous financial year based on the graded vesting and fair value of the options
are as under:-
Scheme Grant Date No. of Fair Value

options granted per Option
Grant III 13-Jul-17 3,247,100 153.96
Grant IV 13-Jul-17 550,000 153.96
Grant V 16-Oct-17 150,800 221.77
Grant VI 22-Jan-18 71,900 280.39
Grant VII 22-Mar-18 11,735,600 163.00
Grant VIII 27-Jun-18 240,000 196.64
The fair value has been calculated using the Black Scholes Option Pricing model, the Assumptions used in the model on a
weighted average basis are as follows:
Particulars 2018-19 2017-18

1. Risk Free Interest Rate 7.57% 7.05%
2. Expected Life 2.95 4.13
3. Expected Volatility 37% 41%
4. Dividend Yield 1.32% 36.6%
5. Price of the underlying share in market at the time of the option grant (`) 643.65 502.46
189
Notes
Other Details:
1) Weighted Average Market Price on the date of Exercise is ` 643.10 (FY 2017-18 ` 486.48)
2) Remaining Contractual life for ESAR granted and outstanding as on March 31, 2019
Particulars Remaining Contractual life for Remaining Contractual life for

unvested SARs outstanding SARs exercisable at the
at the end of the year end of the year
Grant – I 2.88 0.03
Grant – II 3.71 0.02
Grant – III 3.88 2.21
Grant – IV 3.88 2.21
Grant – V 4.15 -
Grant – VI 4.42 -
Pursuant to the provision of the Companies Act, 2013, the Memorandum and Articles of Association of the Company,
Securities and Exchange Board of India (Share based Employee Benefits) Regulation 2014 (hereinafter referred to as
Employee Stock Appreciation Rights 2015 (DHFL ESAR Plan 2015) and pursuant to the intention of all the grantees for
cancellation and discontinuation of the said ESAR Scheme and also the recommendation of the Member of Nomination
and Remuneration committee and based on the approval of the board of directors of the Company, 1,19,75,600 (One crore
nineteen lakh seventy five thousand six hundred only) ESAR granted under Grant VII and Grant VIII issued under the DHFL
ESAR Plan 2015 to the eligible employee of the Company are cancelled w.e.f. 20th March, 2019.
25 OTHER EQUITY
Capital Reserve - - 2,451
Securities Premium 220,885 220,637 219,909
Debenture Redemption Reserve 117,000 117,000 117,000
General Reserve 131,733 135,171 116,522
Special Reserve 183,899 183,899 156,399
Employee Stock Option Outstanding 4,332 3,044 1,210
Other Comprehensive income-Cashflow hedge reserve (3,832) (5,637) (5,720)
Retained Earnings 124,807 237,773 184,138
TOTAL 778,824 891,887 791,909
25.1 Movement in Other Equity
Capital Reserve
At the beginning of the year - 2,451
Less: Utilised during the year - 2,451
- - 2,451
Securities Premium
At the beginning of the year 220,637 219,909
Add: On shares allotted upon exercise of stock options by the 245 265
Employees
Add: Received during the year 3 463
220,885 220,637 219,909

1 2 3
Notes
Debenture Redemption Reserve
At the beginning of the year 117,000 117,000 117,000
General Reserve
Less : Utilised during the year 3,438 1,351
Add : Transfer from Statement of Profit and Loss Account 20,000
Closing balance 131,733 135,171 116,522
STATUTORY RESERVE (SPECIAL RESERVE)
(As per Section 29C of The National Housing Bank Act, 1987)
Opening Balance 183,899 156,399
Add : Transfer from Statement of Profit and Loss Account 27,500
183,899 183,899 156,399
EMPLOYEE STOCK OPTION OUTSTANDING
Add: Additions on account of options granted during the year 472 25,512
Less: Transferred to securities premium reserve upon exercise of (245) (265)
stock options
Less: Reduction on account of unvested options lapsed during the (16,232) (6,050)
year
Less: Reduction on account of vested options lapsed during the year (82) (53)
6,096 22,183 3,039
Less: Deferred employee compensation (1,764) (19,139) (1,829)
4,332 3,044 1,210
OTHER COMPREHENSIVE INCOME-CASHFLOW HEDGE
RESERVE
At the beginning of the year (5,637) (5,720)
Add: Other comprehensive Income 1,805 83
(3,832) (5,637) (5,720)
RETAINED EARNINGS
Add/(less): Other Comprehensive Income 93 (217)
Add:- Profit for the year (103,605) 123,999
Amount available for appropriations 134,261 307,920
Appropriations
General Reserve - 20,000
Statutory Reserve (u/s 29C of the NHB Act, 1987) - 27,500
Interim Dividend Paid - 9,408
Tax on Interim Dividend - 1,916
Final Dividend Paid 7,841 9,407
Tax on Final Dividend 1,613 1,916
9,454 70,147
Closing Balance 124,807 237,773 184,138
TOTAL 778,824 891,887 791,909
191
Notes
25.2 Nature of Reserves
a) Capital reserve represents reserves created pursuant to the business combination up to year end.
b) Securities premium reserve represents premium received on equity shares issued, which can be utilised only in accordance
with the provisions of the Companies Act, 2013 for specified purposes.
c) General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes
such as dividend payout, bonus issue, etc.
d) Statutory reserve is the reserve created by transferring the sum not less than 20% of its net profit after tax in terms of Section
29C of the National Housing Bank Act, 1987.
e) Stock options outstanding account relates to the stock options granted by the Company to employees under an Employee
Stock options Plan.
f) Retained earnings represents profits that the Company earned till date, less any transfers to General Reserve, Statutory
Reserves, Dividends and other distributions paid to the shareholders.
g) Debenture Redemption Reserve is the reserve created by transferring the sum from retained earning as per the requirement
of the Companies Act, 2013. (Refer note 54)
h) Cashflow hedge Reserve:- It represents the cumulative gains/(losses) arising on revaluation of the derivative instruments
designated as cash flow hedges through OCI.
25.3 Statement for Disclosure on Statutory / Special Reserves, as prescribed by NHB vide its circular no NHB(ND)/DRS/Pol.
Circular.61/2013-14, dated: 7th April, 2014 and NHB.HFC.CG-DIR.1/MD&CEO/2016 dated February 9, 2017:
(` in lakh)
Balance at the beginning of the year
a) Statutory Reserve u/s 29C of the National Housing Bank Act, 1987 65,324 64,924
b) Amount of special reserve u/s 36(1)(viii) of Income Tax Act, 1961 taken into account 118,575 91,475
for the purposes of Statutory Reserve under, Section 29C of the NHB Act, 1987
c) Total 183,899 156,399
Addition during the year
Add: a) Amount transferred u/s 29C of the NHB Act, 1987 - 400
b) Amount of special reserve u/s 36(1)(viii) of Income Tax Act, 1961 taken into - 27,100
account for the purposes of Statutory Reserve under Section 29C of the NHB
Act, 1987
c) Total - 27,500
Balance at the end of the year
c) Total 183,899 183,899

1 2 3
Notes
26 Interest income
(` in Lakh)
Particulars For the For the
year ended year ended
March 31, 2019 March 31, 2018
On Financial Assets measured at Amortised Cost
Interest on Loans 983,477 887,364
Interest income from investments 3,575 4,040
Interest on deposits 21,510 7,656
Other interest Income 36,317 29,255
1,044,879 928,315
On Financial Assets measured at Fair Value
185,905 5,319
Total 1,230,784 933,634
27 Dividend Income
(` in Lakh)
March 31, 2019 March 31, 2018
Investment in Equity Instrument 679 256
Investment in Mutual Fund 556 13,475
Total 1,235 13,731
28 Fees and commission Income

(` in Lakh)
March 31, 2019 March 31, 2018
Loan processing fee and other charges 22,256 30,545
Insurance Commission 5,291 6,664
Total 27,547 37,209
28.1 Insurance Commission income includes amount received from:-
(` in Lakh)
March 31, 2019 March 31, 2018
1. DHFL Pramerica Life Insurance Company Ltd 2,783 3,119
2. Cholamandalam MS General Insurance Company Limited 336 1,635
3. DHFL General Insurance Company Limted 2,172 1,910
Total 5,291 6,664
193
Notes
29 Net gain/ (loss) on fair value changes

(` in Lakh)
March 31, 2019 March 31, 2018
Measured at FVTPL
Fair Valuation of Loan
Unrealised (234,017) -
Fair Valuation of Option in Equity Investment
Unrealised (28,916)
Investment in equity shares measured at FVTPL
Realised 491 885
Unrealised (760) 2,208
(269) 3,093
Investment in Preference shares measured at FVTPL
Realised 39 -
Unrealised 1,315 85
1,354 85
Investment in mutual fund measured at FVTPL
Realised 11,846 25,059
Unrealised 39 13,634
11,885 38,693
Investment in Security Receipts
Unrealised 222 -
Investment in Venture Capital Fund
Unrealised (3) (27)
Derivative Trading
Realised 3,907 174
Total (245,837) 42,018
30 Net gain on derecognition of financial instruments under amortised cost category

(` in Lakh)
March 31, 2019 March 31, 2018
On assignment of portfolio 29,388 46,489
Sale of Bond and Debenture (8,805) 1,230
Total 20,583 47,719
31 Other Operating Revenue

(` in Lakh)
March 31, 2019 March 31, 2018
Others* 8,239 10,702
Total 8,239 10,702
* Mainly includes cheque return charges and servicing fees pertaining to securitisation transactions

1 2 3
Notes
32 Other Income
(` in Lakh)
March 31, 2019 March 31, 2018
Rent Income 1,468 1,051
Miscellaneous Income 396 378
Total 1,864 1,429
33 Finance Costs
(` in Lakh)
March 31, 2019 March 31, 2018
Interest expenses on financial liabilities measured at amortised cost
Interest on borrowings 377,752 354,278
Interest on debt securities 432,088 310,738
Interest on Subordinated Liabilities 12,364 10,691
Interest on others 18 4
Finance charges 40,352 22,480
Total 939,285 772,195
34 Impairment on financial instruments

(` in Lakh)
March 31, 2019 March 31, 2018
On Financial instruments measured at Amortised Cost
Loans 94,088 62,968
Investments 14,410 -
Total 108,498 62,968
35 Employee Benefits Expenses

(` in Lakh)
March 31, 2019 March 31, 2018
Salaries and Bonus 44,225 31,928
Contribution to Provident Fund and other Funds 1,964 1,624
Staff Training and Welfare Expenses 811 1,032
Share Based Payments to employees 1,533 2,441
Total 48,533 37,025
195
Notes
36 Other Expenses
(` in Lakh)
March 31, 2019 March 31, 2018
Rent 5,988 5,039
Rates and Taxes 386 513
Travelling and Conveyance 4,386 3,911
Printing and Stationery 640 704
Advertising 7,489 8,052
Training & Conference Expenses 185 298
Business Sourcing Expense 10,238 7,138
Insurance Charges 574 594
Legal & Professional Charges 7,133 4,294
Communication Expense 1,857 1,519
Repairs and Maintenance - Other than Buildings 2,616 2,662
Electricity Charges 974 911
Directors’ Fees and Commission 42 94
Security Deposit written off 1,215 -
Loss on Sale of Property, plant and equipments 5,178 61
Expenditure on corporate social responsibility (CSR) under section 135 of the Companies 2,719 2,381
Act, 2013
Office Maintenance 1,628 1,431
Recovery Expense 1,383 942
Bad debts written off 21,226 15,991
Less: Provision utilized 21,226 - 15,991 -
General Office Expenses* 4,851 845
Total 59,482 41,389
* Includes reversal of trade mark licence fees income of ` 3,999 lakh (Previous year ` Nil) based on change by regulators.
36.1 Company is required to spend money on Corporate Social Responsibility (CSR) activity as per CSR Rules under the Companies Act
2013. During the year Company has spent ` 2,719 Lakh (` 2,381 Lakh) the required sum being ` 2,659 Lakh (` 2,298 Lakh).
Details of amount spent towards CSR given below: (` in Lakh)

March 31, 2019 March 31, 2018
Art and Culture 2 15
Early Childhood Care and Education 1,654 934
Education 284 322
Environment 3 2
Financial Literacy 242 141
Health and Medicine 9 26
Rural development 123 237
Skill Development 340 551
Sports - 58
Others 62 95
Grand Total 2,719 2,381

1 2 3
Notes
36.2 Remuneration of Non Executive Directors consist of ` 42 lacs (` 35 lacs) towards sitting fee and ` Nil (` 60 lacs) as commission
including GST.
36.3 Auditors Remuneration:-
(` in Lakh)
March 31, 2019 March 31, 2018
Audit Fees 250 150
Tax Audit Fees 11 11
Certification and Other Matters 270 84
Service Tax/GST 43 24
Grand Total 574 269
*Certification and other matters includes ` 169 lacs (P. Y. ` Nil) paid towards fees for public issue of Secured Non Convertible
Debentures(NCD) and Masala Bond and debited to prepaid expenses and amortised over a period of NCD/Masala Bond.
37 Taxes
a) Income tax expenses
The major components of income tax expenses
i) Profit and Loss section
(` in Lakh)
March 31, 2019 March 31, 2018
Current tax expenses 53,832 48,362
Deferred tax (66,725) (2,259)
Total (12,893) 46,103
ii) Other comprehensive income section
(` in Lakh)
March 31, 2019 March 31, 2018
Current tax expenses - -
Deferred tax 737 (52)
Total 737 (52)
197
Notes
b) Reconciliation of effective tax rate

(` in Lakh)
March 31, 2019 March 31, 2018
(Loss)/ Profit before tax (116,498) 170,102
Enacted tax rate in India (including surcharge and cess) 34.944% 34.608%
Expected tax expenses (40,709) 58,869
Effect of income that is exempt from taxation (478) (4,427)
Effect of expenses that are not deductible in determining taxable profit 1,004 1,372
Effect of income on investment which are treated as capital gains at lower rate 1,619 (1,621)
Effect of differential rate for deferred tax 29,098 937
Deduction under section 36(1)(viii) of the Income Tax Act 1961 - (9,785)
Others (2,690) 706
Total (12,156) 46,051
Tax expense recognised in profit and loss (12,893) 46,103
Tax expense recognised in other comprehensive income 737 (52)
Total (12,156) 46,051
38 Earnings per share

The following is the computation of earnings per share on basic and diluted earnings per equity share:
March 31, 2019 March 31, 2018
Net profit after tax attributable to equity shareholders (` In Lakh) (103,605) 123,999
Weighted average number of equity shares outstanding during the year (Nos) 313,769,497 313,529,855
Add: Effect of potential issue of shares / stock rights * - 14,22,586
Weighted average number of equity shares outstanding during the year including 313,769,497 314,952,441
potential shares outstanding (Nos)
Face value per equity share (`) 10.00 10.00
Basic earnings per equity share (`) (33.02) 39.55
Diluted earnings per equity share (`) (33.02) 39.37
* not considered when anti-dilutive
39 Contingent liabilities
(` in Lakh)
Particulars As at As at
March 31, 2019 March 31, 2018
Guarantees provided by bank on behalf of Company for Securitisation, Public issue of 22,710 10,730
NCDs and Representative Office
Claims against the Company not acknowledged as debts 1,157 1,891
Undertaking provided by the Company for meeting the shortfall in collection, if any, at 28,603 28,608
the time of securitisation of receivables done prior to April 1, 2017 and outstanding as
at March 31, 2019. The outflows would arise in the event of short collection, in the Cash
inflows of the pool of securtised receivable.

1 2 3
Notes
40 Commitments
Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for as at March
31, 2019 ` 980 Lakh (March 31, 2018 ` 4007 Lakh and April 1,2017 ` 8380 Lakh respectively)
41 Operating lease
The Company has taken certain premises on cancellable operating lease basis. The tenure of such agreements ranges from
12 months to 120 months with options of renewal and premature termination of agreement Lease payments recognised in the
Statement of Profit and Loss for the year in respect thereof are ` 4,370 Lakhs (Previous Year ` 3,967 Lakhs).
The Company has acquired premises under non-cancellable operating leases for periods ranging from 12 months to 108 months.
Lease payments recognised in the Statement of Profit and Loss for the year in respect thereof are ` 1,618 Lakhs (Previous year
` 1,072 Lakhs).
Future minimum lease payments under non-cancellable operating leases are as follows :
(` in Lakh)
Not later than 1 Year 508 358 394
Later than 1 Year and not later than 5 years 633 219 401
More than 5 Years 1 14 49
Total 1,142 591 844
42 Financial instruments
i Fair value hierarchy
The company uses the following hierarchy to determine the fair values of its financial instruments that are (a) recognised and
measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial statements:
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity instruments
and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued
using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the- counter
derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as
possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is
included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3.
There were no transfers between levels 1, 2 and 3 during the year.
The Company’s recognises transfers in and transfers out of fair value hierarchy levels as at the end of the reporting period.
199
Notes
ii Accounting classifications and fair values

As at March 31, 2019
(` In Lakh)
Particulars Measured at FVTPL Measured at Others* Total
Level 1 Level 2 Level 3 Total Amortised
cost
Financial assets
Cash and cash equivalents - - - - 125,963 - 125,963
Other bank Balances - - - - 174101 - 174,101
Derivative financial instruments - 17,113 - 17,113 - - 17,113
Receivables - - - - 476 - 476
Housing and other loans - - 3,162,815 3,162,815 6,634,882 - 9,797,697
Investments 10,404 106,420 116,824 99,993 18,205 235,022
Other financial assets - - - - 109,123 - 109,123
Total Financial Assets 10,404 17,113 3,269,235 3,296,752 7,144,538 18,205 10,459,495
Derivative financial instruments - 1,335 28,916 30,251 - - 30,251
Trade Payables - - - - 10,205 - 10,205
Debt Securities - - - - 4,537,912 - 4,537,912
Borrowings (Other than Debt - - - - 4,060,421 - 4,060,421
Securities)
Deposits - - - - 658,840 - 658,840
Subordinated Liabilities - - - - 113,581 - 113,581
Other financial liabilities - - - - 408,769 - 408,769
Total Financial Liabilities - 1,335 28,916 30,251 9,789,728 - 9,819,979
*Others includes investment in subsidiaries, associates and joint ventures which have been carried at cost

(` In Lakh)
cost
Financial assets
Other bank Balances - - - - 103,041 - 103,041
Receivables - - - - 4,274 - 4,274
Housing and other loans - - 65,670 65,670 9,245,792 - 9,311,462
Investments 418,897 83,553 502,450 280,373 25805 808,628
Total Financial Assets 418,897 8,723 149,223 576,843 9,902,433 25805 10,505,081
Trade Payables - - - - 10,412 - 10,412
Debt Securities - - - - 3,581,360 - 3,581,360
Securities)
Deposits - - - - 965,244 - 965,244
Total Financial Liabilities - 13,581 - 13,581 9,677,210 - 9,690,791

1 2 3
Notes
As at April 1, 2017
(` In Lakh)
cost
Financial assets
Receivables - - - - 242 - 242
Housing and other loans - - - - 7,228,396 - 7,228,396
Investments 268,950 12,418 281,368 1,054,039 18,069 1,353,476
Other financial assets - - - - 37,993 - 37993
Total Financial Assets 268,950 6,330 12,418 287,698 8,681,970 18,069 8,987,737
Trade Payables - - - - 4,820 - 4,820
Debt Securities - - - - 3,295,295 - 3,295,295
Securities)
Deposits - - - - 636,572 - 636,572
Total Financial Liabilities - 11,698 - 11,698 8,257,033 - 8,268,731
iii Fair value of the financial assets that are measured at amortised cost
(` in lakh)
Particulars Carrying Fair value
value Level 1 Level 2 Level 3 Total
Financial assets
Investments 99,993 96,303 14,126 1,10,429
Total Financial Assets 99,993 96,303 - 14,126 1,10,429
Debt Securities 4,151,593 - - 3,997,562 3,997,562
Borrowings (Other than Debt Securities) 239,029 - - 241,453 241,453
Deposits 658,840 - - 697,504 697,504
Subordinated Liabilities 113,581 - - 115,138 115,138
Total Financial Liabilities 5,163,043 - - 5,051,657 5,051,657
201
Notes
(` in lakh)
Financial assets
Investments 280,373 285,019 - 9,399 294,418
Total Financial Assets 280,373 285,019 - 9,399 294,418
Debt Securities 2,705,369 - - 2,792,595 2,792,595
Deposits 965,244 968,991 968,991
As at April 1, 2017
(` in lakh)
Financial assets
Investments 1,072,108 254,056 789,174 - 1,043,230
Total Financial Assets 1,072,108 254,056 789,174 - 1,043,230
Debt Securities 2,707,687 - - 2,499,358 2,499,358
Deposits 636,572 666,296 666,296
Notes:
a The fair value of the financial assets and liabilities are considered at the amount at which the instrument could be exchanged
in current transaction between willing parties.
b The fair value of fixed rate financial liabilities are determined based on cash flows discounted using current borrowing rate.
c Housing and property loans measured at amortised costs are substantially repriced frequently, with interest rate reflecting
current market price and hence the carrying value approximates their fair value.
d The Company considers that the carrying amounts recognised in the financial statements for financial assets and financial
liabilities other than disclosed above approximate their fair values.

1 2 3
Notes
iv Valuation technique used to determine fair value of financial instruments measured at FVTPL:
a The fair value of a financial instrument on initial recognition is normally the transaction price (fair value of the consideration
given or received). Subsequent to initial recognition, the Company determines the fair value of financial instruments that are
quoted in active markets using the quoted prices and using valuation techniques for other instruments. Valuation techniques
include discounted cash flow method, market comparable method, recent transactions happened in the Company and
other valuation models. The Company uses valuation techniques that are appropriate in the circumstances and for which
sufficient data is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
b Financial instruments carried at fair value (level 3 in hierarchy):
The fair values are measured using valuation techniques including the Discounted Cash Flow (DCF) model and market
comparable method. The inputs to these models are taken from observable market where possible, but where this is not
feasible, a degree of judgement is exercised in establishing fair values. Changes in assumptions about these factors could
affect the reported fair value of financial instruments.
v The following table presents the changes in level 3 financial instruments for the year ended March 31, 2019 and March 31,
2018:
(` in lakh)
Particulars Housing and Pass Security Venture Unquoted Derivative
property through receipts capital equity / financial
loans certificate fund preference instruments
measured at investments
FVTPL
As at April 01, 2017 - - - 2,418 10,000 -
Acquisitions 65,670 - 66,628 - 4,581 -
Disposal - - - (47) - -
Gains / (Losses) recognised in - - - (27) - -
profit or loss
As at March 31, 2018 65,670 - 66,628 2,344 14,581 -
Acquisitions 32,500 - - 28,916
Disposal (65,670) - (3,618) (39) - -
Reclassified from amortised cost 3,488,160 - - - - -
category to FVTPL
Gains / (Losses) recognized in (325,345) (6,800) 221 (6) 609 -
profit or loss
As at March 31, 2019 3,162,815 25,700 63,231 2,299 15,190 28,916
203
Notes
vi Valuation inputs and relationships to fair value
The following table summarises the quantitative information about the significant unobservable inputs used in level 3 fair value
measurements. See (iv) above for the valuation techniques adopted.
(` in lakh)
Particulars Fair value
As at As at As at
Housing and property loans measured at FVTPL 3,162,815 65,670 -
Pass through certificate 25,700 - -
Security receipts 63,231 66,628 -
Venture capital fund 2,299 2,344 2,418
Unquoted equity / preference investments 15,190 14,581 10,000
Derivative financial instruments 28,916 - -
(` in lakh)
Particulars Significant Impact on Fair value
unobservable As at As at As at As at As at As at
inputs (refer March 31, March 31, March 31, March 31, April 1, April 1,
notes below) 2019 2019 2018 2018 2017 2017
Increase Decrease Increase Decrease Increase Decrease
in FV in FV in FV in FV in FV in FV
Housing and property loans a 1,24,383 1,17,880 6,567 6,567 - -
measured at FVTPL
Pass through certificate a 257 257 - - - -
Security receipts b 6,323 6,323 6,663 6,663 - -
Venture capital fund b 230 230 234 234 242 242
Unquoted equity / c 465 462 883 878 1,137 955
preference investments
Derivative financial c 8,736 (8,736) - - - -
instruments
Notes:
a The expected internal rate of return considered for the purpose of discounting the estimated cash flows. An increase in the
rate will result in decrease in the fair value and vice-versa. The impact disclosed above is based on change in the rate of
return by 100 basis points.
b The fair value is impacted by the change in the net asset value declared. The impact above has been determined based on
10% change in the net asset value.
c Valuation factor includes equity multiples such as PE ratio, estimated cash flows. The impact above has been determined
based on approx 5% to 10% change in the valuation factor.
43 Maturity Pattern
The table below shows an analysis of assets and liabilities according to when they are expected to be recovered or settled. With
regard to loans and advances to customers, the Company uses the same basis of expected repayment behaviour as used for
estimating the EIR.

1 2 3
Notes
(` Lakh)
Within 12 After 12 Total Within 12 After 12 Total Within 12 After 12 Total
months months months months months months
ASSETS
Financial assets
Cash and cash equivalents 125,963 - 125,963 192,305 - 192,305 279,493 - 279,493
Other bank Balances 174,101 - 174,101 92,011 11,030 103,041 63,507 18,300 81,807
Derivative financial instruments 1,568 15,545 17,113 884 7,839 8,723 418 5,912 6,330
Receivables 476 - 476 4,274 - 4,274 242 - 242
Housing and Other loans 2,248,271 7,549,426 9,797,697 1,804,950 7,506,512 9,311,462 1,212,749 6,015,647 7228396
Investments 89,130 145,892 235,022 637,867 170,761 808,628 1,283,057 70,419 1353476
Other financial assets 30,752 78,371 109,123 21,769 54,879 76,648 20,095 17,898 37993
Total Financial Assets 2,670,261 7,789,234 10,459,495 2,754,060 7,751,021 10,505,081 2,859,561 6,128,176 8987737
Current Tax Assets (Net) - 37,020 37,020 - 14,729 14,729 - 8,462 8,462
Deferred tax assets - 44,281 44,281 - 9,563 9,563 - 19,244 19,244
Property, plant and equipment - 78,293 78,293 - 84,228 84,228 - 20,435 20,435
Capital Work-in-progress - - - - - - - 54615 54615
Intangible assets under - 10,401 10,401 - 12,905 12,905 - 8,762 8,762
development
Other intangible assets - 8,175 8,175 - 751 751 - 454 454
Other non-financial assets 9,860 9,860 3,908 - 3,908 3,117 - 3,117
Total Non-Financial Assets 9,860 178,170 188,030 3,908 122,176 126,084 3,117 111,972 115,089
Total Assets 2,680,121 7,967,404 10,647,525 2,757,968 7,873,197 10,631,165 2,862,678 6,240,148 9,102,826
LIABILITIES
Derivative financial instruments 148 30,103 30,251 1,376 12,205 13,581 775 10,923 11,698
Trade Payables 10,205 - 10,205 10,412 - 10,412 4,820 - 4,820
Debt Securities 1,242,840 3,295,072 4,537,912 886,754 2,694,606 3,581,360 459,325 2,835,970 3,295,295
Borrowings (Other than Debt 787,032 3,273,389 4,060,421 867,164 3,644,250 4,511,414 684,202 3,358,860 4,043,062
Securities)
Deposits 302,852 355,988 658,840 419,599 545,645 965,244 280,700 355,872 636,572
Subordinated Liabilities - 113,581 113,581 - 113,184 113,184 - 63,996 63,996
Other financial liabilities 395,179 13,590 408,769 475,822 19,774 495,596 196,130 17,158 213,288
Total Financial Liabilities 2,738,256 7,081,723 9,819,979 2,661,127 7,029,664 9,690,791 1,625,952 6,642,779 8,268,731
Provisions 1,015 - 1015 629 - 629 67 - 67
Other non-financial liabilities 16,325 - 16,325 16,492 - 16,492 10,804 - 10,804
Total Non-Financial Liabilities 17,340 - 17,340 17,121 - 17,121 10,871 - 10,871
Total liabilities 2,755,596 7,081,723 9,837,319 2,678,248 7,029,664 9,707,912 1,636,823 6,642,779 8,279,602
Notes:
1 The maturity analysis is prepared considering the prepayments on housing and other loans in line with historical trend.
2 For the purposes of the above disclosure, the maturity pattern of the loans measured at FVTPL has been determined based on the management’s estimate of
realization including through sale.
205
Notes
44 Financial risk management

a Liquidity Risk
Liquidity risk is the current and prospective risk arising out of an inability to meet financial commitments as they fall due, through
available cash flows or through the sale of assets at fair market value. It includes both, the risk of unexpected increases in the cost
of funding an asset portfolio at appropriate maturities and the risk of being unable to liquidate a position in a timely manner at a
reasonable price.
The Company manages liquidity risk by maintaining sufficient cash and marketable securities and by having access to funding
through an adequate amount of committed credit lines. Given the need to fund diverse products, the Company maintains flexibility
in funding by maintaining availability under committed credit lines to meet obligations when due. Management regularly monitors
the position of cash and cash equivalents vis-à-vis projections. Assessment of maturity profiles of financial assets and financial
liabilities including debt financing plans and maintenance of Balance Sheet liquidity ratios are considered while reviewing the
liquidity position.
We manage liquidity risk in accordance with our Asset Liability Management Policy. This policy is framed as per the current
regulatory guidelines and is approved by the Board of Directors. The Asset Liability Management Policy is reviewed periodically
to incorporate changes as required by regulatory stipulation or to realign the policy with changes in the economic landscape. The
Asset Liability Committee (ALCO) of the Company formulates and reviews strategies and provides guidance for management of
liquidity risk within the framework laid out in the Asset Liability Management Policy.
Also refer Note 54 on the going concern consideration.
Maturity Analysis of Financial assets and Financial Liabilities

(` In Lakh)
Particulars Carrying Due within Due within Due within More than
Value 1 year 1 to 3 year 3 to 5 year 5 year
Financial Assets
Cash and cash equivalents 125,963 125,963 - - -
Other bank Balances 174,101 174,101 - - -
Derivative financial instruments 17,113 1,568 12,000 2,362 1,183
Receivables 476 476 - - -
Housing and Other loans 9,797,697 2,248,271 3,266,121 3,325,600 957,705
Investments 235,022 89,130 - - 145,892
Other financial assets 109,123 30,752 24,936 24,936 28,499
Total 10,459,495 2,670,261 3,303,057 3,352,898 1,133,279
Derivative financial instruments 30,251 148 1,094 93 28,916
Trade Payables 10,205 10,205 - - -
Debt Securities 4,537,912 1,242,840 1,212,457 1,081,085 1,001,530
Borrowings (Other than Debt Securities) 4,060,421 787,032 1,653,009 953,313 667,067
Deposits 658,840 302,852 313,372 30,468 12,148
Subordinated Liabilities 113,581 113,581
Other financial liabilities 408,769 395,179 9,943 917 2,730
Total 9,819,979 2,738,256 3,189,875 2,065,876 1,825,972
Net 639,516 (67,995) 113,182 1,287,022 (692,693)

1 2 3
Notes

(` In Lakh)
Financial Assets
Other bank Balances 103,041 92,011 11,030 - -
Derivative financial instruments 8,723 884 3,889 3,950 -
Receivables 4,274 4,274 - - -
Housing and Other loans 9,311,462 1,804,950 3,036,086 3,227,064 1,243,362
Investments 808,628 637,867 - - 170,761
Total 10,505,081 2,754,060 3,068,248 3,248,257 1,434,516
Derivative financial instruments 13,581 1,376 6,054 6,151 -
Trade Payables 10412 10412 - - -
Debt Securities 3,581,360 886,754 1,096,475 307,182 1,290,949
Borrowings (Other than Debt Securities) 4,511,414 867,164 1,529,219 1,225,286 889,745
Deposits 965,244 419,599 455,347 71,882 18,416
Other financial liabilities 495,596 475,822 15,752 2,369 1,653
Total 9,690,791 2,661,127 3,102,847 1,612,870 2,313,947
Net 814,290 92,933 (34,599) 1,635,387 (879,431)
As at April 1, 2017
(` In Lakh)
Financial Assets
Other bank Balances 81,807 63,507 18,300
Derivative financial instruments 6,330 418 1,200 4,604 108
Investments 1,353,476 1,283,057 - - 70,419
Total 8,987,737 2,839,466 2,491,684 2,550,586 1,068,008
Trade Payables 4,820 4,820 - - -
Debt Securities 3,295,295 459,325 931,291 564,469 1,340,210
Deposits 636,572 280,700 288,001 55,331 12,540
Other financial liabilities 213,288 196,130 13,951 2,340 867
Total 8,268,731 1,625,952 2,484,467 1,848,673 2,309,639
Net 719,006 1,213,514 7,217 701,913 (1,241,631)
Notes:
2 For the purposes of the above disclosure, the maturity pattern of the loans measured at FVTPL has been determined based
on the management’s estimate of realization including through sale.

207
Notes
b Interest Risk
Our core business is deposit taking, borrowing and lending as permitted by the National Housing Bank. These activities expose
us to interest rate risk.
Interest rate risk is measured through earnings at risk from an earnings perspective and through duration of equity from an
economic value perspective. Further, exposure to fluctuations in interest rates is also measured by way of gap analysis, providing
a static view of the maturity and re-pricing characteristic of Balance Sheet positions. An interest rate sensitivity gap report is
prepared by classifying all rate sensitive assets and rate sensitive liabilities into various time period categories according to
contracted/behavioural maturities or anticipated re-pricing date. The difference in the amount of rate sensitive assets and rate
sensitive liabilities maturing or being re-priced in any time period category, gives an indication of the extent of exposure to the risk
of potential changes in the margins on new or re-priced assets and liabilities. In order to mitigate this risk, the Company strives to
optimise its borrowings between short-term and long-term debt, and also between floating and fixed-rate instruments. It prepares
interest rate risk reports periodically, and shares the findings with National Housing Bank. Further, to ensure that exposure to
fluctuations in interest rates is kept within acceptable limits, the Company follows a prudent policy on the management of its assets
and liabilities. Interest rate swaps are used on a limited basis for hedging interest rate mismatches, the ALCO periodically reviews
the treasury operations, as well as the pricing of products, at specific intervals.
The Company also hedges interest rate risks by way of derivatives instruments like Interest rate swaps.
Exposure to interest rate risk
The Company’s exposures to interest rates on financial assets and financial liabilities are detailed as under:
(` in Lakh)
Loans (Gross):
Fixed rate instruments 738,755 235,023 171,682
Floating rate instruments 6,016,026 9,149,436 7,148,795
Total 6,754,781 9,384,459 7,320,477
Borrowings:
Fixed rate instruments 5,299,210 4,472,922 3,785,444
Total 9,370,754 9,171,202 8,038,925
Interest Rate Sensitivity
The following table demonstrates the net sensitivity to a reasonably possible change in interest rate (all other variables being
constant) of the Statement of Profit and Loss (after taxes) and equity:
(` in Lakh)
Particulars Basis Points For the For the
March 31, 2019 March 31, 2018
Increase by basis points 50 6,325 14,479
Decrease by basis points (50) 6,325 14,479
Exchange Rate Risk
The Board of Directors of the Company has an approved Foreign Exchange and Interest Rate Risk Management Policy Document.
The Company manages the currency risk in accordance with the guidelines prescribed.

1 2 3
Notes
The Company’s activities expose it to the financial risks of changes in foreign exchange rates and interest rates. The Company
uses derivative contracts such as foreign exchange forward, cross currency contracts, interest rate swaps, foreign currency
futures, options and swaps to hedge its exposure to movements in foreign exchange rates and interest rates. The use of these
foreign exchange and forward contracts reduce the risk or cost to the Company and the Company does not use those for trading
or speculation purposes. The Company uses hedging instruments that are governed by the policies of the Company which are
approved by the Board of Directors, which provide written principles on the use of such financial derivatives consistent with the
risk management strategy of the Company.
The exposure in foreign currency in respect of the External Commercial Borrowings has been fully hedged by foreign currency
swap contract is as under (Also refer Note 6 in respect of details of derivative contracts):
As at ` in Lakh USD in Lakh

March 31, 2019 280,749 4,117
March 31, 2018 295,412 4,594
April 1, 2017 315,276 4,933
Hedging Policy
The Company’s hedging policy only allows for effective hedging relationships to be considered as hedges as per the relevant Ind
AS. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective effectiveness
assessments to ensure that an economic relationship exists between the hedged item and hedging instrument. The Company
enters into hedge relationships where the critical terms of the hedging instrument match with the terms of the hedged item, and
so a qualitative and quantitative assessment of effectiveness is performed.
Cash Flow Hedge
The impact of the hedging instrument and hedged item on the balance sheet:
Hedging Instrument
(` in Lakh)
Particulars Notional Carrying Carrying Line in the Weighted Change in the fair
amount amount of amount of balance average contract value in the hedging
hedging hedging sheet / strike price instrument used
instruments instruments of the hedging as the basis for
Assets liabilities instrument recognising hedge
ineffectiveness -
(profit) / loss
March 31, 2019
INR USD - Currency 294,293 10,198 809 Derivative Weighted Average 21,252
Swaps Financial 64.25 Ranging
Instruments between 59.75 to
67.25
INR USD - Forward 18,861 - 526 Derivative Weighted Average -
exchange contracts Financial 74.52 Ranging
Instruments between 71.20
to 85.
Total 313,154 10,198 1,335 21,252
209
Notes
(` in Lakh)
hedging hedging sheet / strike price instrument used
instruments instruments of the hedging as the basis for
Assets liabilities instrument recognising hedge
ineffectiveness -
(profit) / loss
March 31, 2018
INR USD - Currency 299,443 1,718 13,581 Derivative Weighted Average (3,690)
67.25
Total 299,443 1,718 13,581 (3,690)
April 1, 2017
INR USD - Currency 319,927 3,102 11,275 Derivative Weighted Average -
67.25
Total 319,927 3,102 11,275 -
Hedged Item
(` in Lakh)
Particulars Change in the value Cash flow Cost of Foreign Currency
of hedged item used hedge reserve hedging as at Monetary Items
as the basis for as at - (Debit)/ Translation
recognising hedge Credit - Reserve
ineffectiveness
March 31, 2019 NA
External Commercial Borrowings 17,804 (3,832) -
March 31, 2018 NA
April 1, 2017 NA
The impact of the cashflow hedges in the statement of proft and loss and other comprehensive income:
Particulars Hedging gains or losses recognised in other

comprehensive income
Forward exchange contracts and Currency swaps 1,805 83 (5,720)
Fair Value Hedge


1 2 3
Notes
Hedging Instrument
(` in Lakh)
Particulars Notional Carrying Line in the Change in fair value
amount amount - Asset balance sheet used for measuring
ineffectiveness for the
period
Interest Rate Swap as at
March 31, 2019 190,000 3,281 Derivative -
March 31, 2018 - - Financial NA
April 1, 2017 - - Instruments NA
Hedged Item
(` in Lakh)
Particulars Notional Carrying Line in the Change in fair value
amount amount - Asset balance sheet used for measuring
ineffectiveness for the
period
Fixed rate borrowing as at
March 31, 2019 190,000 3,294 -
March 31, 2018 - - Debt Securities NA
April 1, 2017 - - NA
The impact of the fair value hedges in the statement of profit and loss:
Particulars Hedge ineffectiveness recognised in statement of Line in the statement of profit
profit and loss - Gain/ (Loss) and loss that includes hedge
March 31, 2019 March 31, 2018 April 1, 2017 ineffectiveness
Interest Rate Swap (13) - - Finance Cost
c Credit risk
Credit risk is the risk of loss that may occur from the failure of any party to abide by the terms and conditions of any contract,
principally the failure to make required payments of amounts due to the company. In its lending operations, the Company is
principally exposed to credit risk.
The credit risk is governed by the Credit Policy approved by the Board of Directors. The Credit Policy outlines the type of products
that can be offered, customer categories, the targeted customer profile and the credit approval process and limits.
The Company measures, monitors and manages credit risk at an individual borrower level and at the group exposure level
for corporate borrowers. The credit risk for retail borrowers is being managed at portfolio level for both Home loans and Other
property loans. The Company has a structured and standardized credit approval process, which includes a well-established
procedure of comprehensive credit appraisal. The Risk Management Policy addresses the recognition, measurement, monitoring
and reporting of the Credit risk.
Credit Risk Assessment Methodology:
Housing and other property loans:
Company’s customers for retail loans are primarily Lower and middle income, salaried and self-employed individuals.
The Company’s credit officers evaluate credit proposals on the basis of approved operating policies. The criteria typically include
factors such as the borrower’s income, the loan-to-value ratio and demographic parameters. Any deviations need to be approved
at the designated levels.
211
Notes
External agencies such as field investigation agencies facilitate a comprehensive due diligence process including visits to offices
and homes in the case of loans made to retail borrowers.
The Company has an established credit appraisal procedure leading to appropriate identification of credit risk for wholesale
mortgage loans which involves critical assessment of quantitative and qualitative parameters subject to review and approval basis
approved operating policies. A significant portion of wholesale mortgage loans are secured by a lien over appropriate assets of
the borrower.
Company monitor’s borrower account behavior as well as static data regularly to monitor the portfolio performance of each product
segment regularly, and use these as inputs in revising its product programs, target market definitions and credit assessment
criteria to meet the twin objectives of combining volume growth and maintenance of asset quality.
The loans are secured by the mortgage of the borrowers’ property.
Loan to developers:
The Company has a framework for the appraisal and execution of project finance transactions. The Company believes that this
framework creates optimal risk identification, allocation and mitigation and helps minimize residual risk.
The project finance approval process begins with a detailed evaluation of technical, commercial, financial, marketing and
management factors and the sponsor’s financial strength and experience.
As part of the appraisal process, a risk matrix is generated, which identifies each of the project risks, mitigating factors and
residual risks associated with the project. After credit approval, a letter of intent is issued to the borrower, which outlines the
principal financial terms of the proposed facility, sponsor obligations, conditions precedent to disbursement, undertakings from
and covenants on the borrower.
After completion of all formalities by the borrower, a loan agreement is entered into with the borrower.
Project finance loans are generally fully secured and have full recourse against the borrower. In most cases, the Company has a
security interest and first lien on all the fixed assets. Security interests typically include property as well as other tangible assets
of the borrower, both present and future. The Corporation also takes additional credit comforts such as corporate or personal
guarantees from one or more sponsors of the project.
The Company requires the borrower to submit periodic reports and continue to monitor the credit exposure until loans are fully
repaid.
The Company’s current credit risk grading framework comprises the following categories:
Category Description Basis for recognising expected credit losses

Stage 1 0-30 days past due loans classified as stage 1 12-month ECL
Stage 2 31-90 days past due loans classified as stage 2 Lifetime ECL
Stage 3 > 90 days past due loans classified as stage 3 Lifetime ECL – credit-impaired
The key elements in calculation of ECL are as follows:
PD - The Probability of Default is an estimate of the likelihood of default over a given time horizon. A default may only happen at a
certain time over the assessed period, if the facility has not been previously derecognised and is still in the portfolio. The PD has
been determined based on seasoned historical portfolio data using the survival analysis methodology.
EAD - The Exposure at Default includes repayments scheduled by contract or otherwise, expected drawdowns on committed
facilities, accrued interest from missed payments and loan commitments.
LGD - The Loss Given Default is an estimate of the loss arising in the case where a default occurs at a given time. It is based on the
difference between the contractual cash flows due and those that the lender would expect to receive, including from the realisation
of any collateral. It is usually expressed as a percentage of the EAD. The LGD is determined based on seasoned historical portfolio
data.

1 2 3
Notes
An analysis of changes in the gross carrying amount (excluding adjustment to carrying value on account of application of effective
interest rate) and the corresponding ECL allowances in relation to lending is, as follows:
a Housing and Other Property Loan
The table below shows the credit quality and the exposure to credit risk based on the year-end stage classification. The amounts
presented are gross of impairment allowances.
Reconciliation of Loan balances is given below:
(` in Lakh)
Particulars March 31, 2019 March 31, 2018
Stage 1 Stage 2 Stage 3 Total Stage 1 Stage 2 Stage 3 Total
Gross carrying amount opening 6,895,953 441,024 84,575 7,421,552 5,705,351 156,574 53,891 5,915,816
balance
New assets added during the year 2,259,050 81,022 - 2,340,072 3,678,077 - - 3,678,077
Assets derecognised under direct (1,747,976) (1,668) - (1,749,644) (1,149,519) - - (1,149,519)
assignment
Repayment of Loans (excluding write (2,368,674) (53,807) (24,737) (2,447,218) (4,390,731) (40,056) (19,092) (4,449,879)
offs)
Transfers to / from Stage 1 1,442,948 (27,310) 41,591 1,457,229 3,238,542 (22,591) 3,489 3,219,440
Transfers to / from Stage 2 (67,484) 81,137 (1,322) 12,331 (165,937) 356,776 (924) 189,915
Transfers to / from Stage 3 (90,307) (60,013) 163,036 12,716 (27,526) (11,616) 43,164 4,022
Considered at Fair Value (683584) (339599) (1076) (1024259) - - - -
Amounts written off 4,772 1,536 4,986 11,294 7,696 1,937 4,047 13,680
Gross carrying amount closing 5,644,698 122,322 267,053 6,034,073 6,895,953 441,024 84,575 7,421,552
balance
Reconciliation of ECL balance is given below:
(` in Lakh)
Opening balance 24,146 13,448 28,454 66,048 21,958 848 20,240 43,046
ECL remeasurements due to changes (6,153) 1,003 (9,099) (14,249) (4,181) (1,774) (5,111) (11,066)
in EAD/ assumptions (net)
Transfers to / from Stage 1 4,812 (1,073) 15,298 19,037 6,756 (1,001) 934 6,689
Transfers to / from Stage 2 (225) 3,188 (486) 2,477 (346) 15,804 (247) 15,211
Transfers to / from Stage 3 (301) (2,358) 59,967 57,308 (57) (515) 11,555 10,983
on Considered at Fair Value (2,280) (13,343) (396) (16,019) - - - -
on amounts written off 16 60 1,834 1,910 16 86 1,083 1,185
Closing balance 20,015 925 95,572 1,16,512 24,146 13,448 28,454 66,048
Notes:
1 The Expected Credit Loss shown above is computed on Exposure At Default (EAD) which comprises of the principal loan amount,
EMI/PEMI and interest receivables.
2 Above includes Expected Credit Loss provision on Loan commitment amount to ` 834 Lakh (As at March 31, 2018 and April 1,
2017 : ` 453 Lakh and ` 188 Lakh respectively.
213
Notes
b Loans to Developers
(` in Lakh)
Gross carrying amount opening 1,611,628 252,799 32,936 1,897,363 1,142,304 194,487 64,196 1,400,987
balance
New assets added during the year 784,695 6,152 - 790,847 819,154 90,403 - 909,557
Assets derecognised under direct 135,300 - - 135,300 - - - -
assignment
Repayment of Loans (excluding write (163,989) (57,721) (27,970) (249,680) (1,726,671) 761,204 (40,996) (1,006,463)
offs)
Transfers to / from Stage 1 (262,897) 262,897 - - 1,502,801 (882,858) 7,750 627,693
Transfers to / from Stage 2 - - - - (56006) 93028 - 37022
Transfers to / from Stage 3 - - (4,436) (4,436) (4,284) (3,465) (325) (8,074)
Considered at Fair Value (1,994,632) (464,126) (5,214) (2,463,972) (65,670) - - (65,670)
Amounts written off 37,507 - 9,933 47,440 - - 2,311 2,311
Gross carrying amount closing 147,612 1 5,249 152,862 1,611,628 252,799 32,936 1,897,363
balance
(` in Lakh)
Opening balance 43,467 11,150 15,807 70,424 25,848 6,453 15,232 47,533
ECL remeasurements due to changes 22,445 (2,275) (15,275) 4,895 (35,286) 68,600 753 34,067
Transfers to / from Stage 1 (7,805) 11,596 - 3,791 57,745 (71,118) (142) (13,515)
Transfers to / from Stage 2 - - - - (2,152) 7,494 - 5,342
Transfers to / from Stage 3 - - (2,423) (2,423) (165) (279) 6 (438)
on Considered at Fair Value (59,221) (20,471) (2,847) (82,539) (2,523) - - (2,523)
on amounts written off 1,114 - 5,424 6,538 - - (42) (42)
Closing balance - - 686 686 43,467 11,150 15,807 70,424
Notes:
1 The Expected Credit Loss shown above is computed on Exposure At Default (EAD) which comprises of the principal loan amount,
EMI/PEMI and interest receivables.
2 Above includes Expected Credit Loss provision on Loan commitment amount to Nil (As at March 31, 2018 and April 1, 2017:
` 4,767 Lakh and ` 2,481 Lakh respectively).

1 2 3
Notes
c Inter Corporate Deposits
Reconciliation of Inter Corporate loan balances is given below:

(` in Lakh)
Gross carrying amount opening 22,023 1,776 38,944 62,743 1,200 - 1,447 2,647
balance
New assets added during the year 606,125 - - 606,125 893,327 - - 893,327
Repayment of Loans (103,599) - - (103,599) (833,231) - - (833,231)
Transfers to / from Stage 1 (28,286) 28,286 - - - - - -
Transfers to / from Stage 2 - (1,776) 1,776 - (1,776) 1,776 - -
Transfers to / from Stage 3 (485,209) - 485,209 - (37,497) - 37,497 -
Gross carrying amount closing 11,054 28,286 525,929 565,269 22,023 1,776 38,944 62,743
balance

(` in Lakh)
Opening balance 675 54 1,447 2,176 36 - 1,447 1,483
ECL remeasurements due to changes 13,892 - - 13,892 1842 - - 1,842
Transfers to / from Stage 1 (782) 863 - 81 - - - -
Transfers to / from Stage 2 - (54) - (54) (54) 54 - -
Transfers to / from Stage 3 (13,413) - - (13,413) (1,149) - - (1,149)
Closing balance 372 863 1,447 2,682 675 54 1,447 2,176
Note:
The Expected Credit Loss shown above is computed on Exposure At Default (EAD) which comprises of the principal loan amount and
outstanding interest receivables.
d Reconciliation of ECL balance on loan to others are as given below:
` In lakh
Add: on addition -
Less: on deletion -
As at March 31, 2018 19
Add: on addition -
Less: on deletion -
As at March 31, 2019 19
e Concentration of Loans & Advances
31-03-2019 31-03-2018
Total Exposure to twenty largest borrowers/customers* 13,97,757 12,33,282
Percentage of Exposures to twenty largest borrowers /Customers to total Exposure on
Borrowers /Customers 14.95% 13.42%
*Includes loans which are fair valued as at March 31, 2019
215
Notes
45 Impairment allowance for loan against fixed deposit is Nil and therefore related
disclosures as required by Ind AS 109 are not given in the financial statement.
Capital Management
The Company’s objectives when managing capital are to:
• Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and
benefits for other stakeholders, and
• Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to reduce debt. Consistent with others in the industry, the
Company monitors capital on the basis of the following gearing ratio: Net debt (total borrowings net of cash and cash
equivalents and Liquid investments) divided by Total ‘equity’ (as shown in the balance sheet). Also refer Note 54 on going
concern consideration.
Particulars Amount
Total borrowings net of cash and cash equivalents (` in Lakh) 92,44,791
Total Equity (` in Lakh) 8,10,206
Debt Equity Ratio 11.41
46 Segment reporting
As per requirements of Ind AS 108 on ‘Operating Segments’, based on evaluation of financial information for allocation resources
and assessing performance, the Company has identified a single segment i.e. providing loans for purchase or constructions of
residential houses including all related activities. Accordingly, there are no separate reportable segments as per Ind AS 108.
The Company has its operations majorly within India and all revenue is generated within India.
47 a Employee benefits
Defined Contribution Plan
The company makes contributions to provident fund for qualifying employees to Regional Provident Fund Commissioner
under defined. Amount recognised as an expense and included under the head “Contribution to Provident and Other
Funds” of Statement of Profit and Loss are as follows:
(` in Lakh)
March 31, 2019 March 31, 2018
Contribution to provident fund 1,049 921
Contribution to pension fund 484 360
b Defined Obligation Benefit
The company provides gratuity to its employees which are defined benefit plan. The present value of obligation is determined
based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise
to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
These gratuity plan typically expose the Company to actuarial risks such as: investment risk, interest risk, longevity risk and
salary risk.
Investment Risk:
The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference
to market yields at the end of the reporting period on government bonds. For other defined benefit plans, the discount rate
is determined by reference to market yield at the end of reporting period on high quality corporate bonds when there is a
deep market for such bonds; if the return on plan asset is below this rate, it will create a plan deficit.

1 2 3
Notes
Interest risk:
A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the
return on the plan debt investments.
Longevity risk:
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan
participants both during and after their employment. An increase in the life expectancy of the plan participants will increase
the plan’s liability.
Salary risk:
The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such,
an increase in the salary of the plan participants will increase the plan’s liability.
The following table sets out the funded status of the Gratuity and the amount recognised in the Financial Statements:
i Changes in Defined Benefit Obligation
(` in Lakh)
March 31, 2019 March 31, 2018
Liability at the beginning of the year 1,699 1,221
Current Service Cost 378 248
Past Service Cost - 80
Interest cost 134 93
Benefits paid (237) (243)
Actuarial (gain) /losses (151) 300
Liability at the end of the year 1,823 1,699
ii Changes in Fair Value of Plan Assets
(` in Lakh)
Particulars For the year For the year
ended March ended March
31, 2019 31, 2018
Fair Value of Plan Assets at the beginning of the year 1,856 1,443
Expected Return on Plan Assets 146 109
Contributions 723 483
Benefits Paid (197) (179)
Actuarial (loss) (22) (1)
Fair Value of Plan Assets at the end of the year 2,506 1,855
iii Reconciliation of Fair Value of Assets and Obligations
(` in Lakh)
March 31, 2019 March 31, 2018
Fair value of Plan Assets 2,506 1,855
Present Value of Obligation 1,823 1,699
Net Asset / (Liability) recognized in the Balance Sheet 683 156
217
Notes
iv Expenses recognized in Statement of Profit and Loss

(` in Lakh)
March 31, 2019 March 31, 2018
Net interest on net defined benefit assets 134 93
Expected Return on Plan Assets (146) (109)
Expenses recognized in the statement of profit and loss under employee 366 312
benefits
v Expenses recognized in Other Comprehensive Income

(` in Lakh)
March 31, 2019 March 31, 2018
Actuarial (Gain)/Loss on Obligation for the Period (151) 299
Return on Plan Assets, Excluding Interest Income 22 2
(Income) / Expenses recognized in the other comprehensive income (129) 301
vi Expected benefit payments

(` in Lakh)
March 31, 2019 March 31, 2018
1st Following Year 102 43
2nd Following Year 89 61
3rd Following Year 82 69
4thFollowing Year 108 62
Sum of Year 6 to 10 739 679
vii Actuarial Assumptions
Particulars For the year For the year

ended March ended March
31, 2019 31, 2018
Mortality Table (LIC) 2006-08 2006-08
Discount Rate (P. A.) 7.59% 7.87%
Expected rate of return on plan asset (per annum) 7.59% 7.87%
Rate of Escalation in Salary (P.A.) 6% 6%
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority,
promotion and other relevant factor including supply and demand in the employment market. The above information
is certified by actuary.
The expected rate of return on plan asset is determined considering several applicable factors, mainly the composition
of plan asset held, assessed risks, historical result of return on plan assets and the Company’s policy for plan assets
management.

1 2 3
Notes
Effect of change in assumptions

(` in Lakh)
Particulars Plan Liabilities Plan Asset
Projected Benefit Obligation on Current Assumptions 1,823 1,699
Delta Effect of +1% Change in Rate of Discounting (172) (186)
Delta Effect of -1% Change in Rate of Discounting 202 221
Delta Effect of +1% Change in Rate of Salary Increase 183 223
Delta Effect of -1% Change in Rate of Salary Increase (165) (191)
Delta Effect of +1% Change in Rate of Employee Turnover 22 25
Delta Effect of -1% Change in Rate of Employee Turnover (26) (30)
viii Amount recognised in current year and previous year

Gratuity :
(` in Lakh)
March 31, 2019 March 31, 2018
Defined benefit obligation (1,823) (1,699)
Fair value of plan asset 2,506 1,856
Surplus in the plan 683 156
Actuarial (gain)/loss on plan obligation (151) 300
Actuarial (loss) on plan asset (22) (1)
48. As per IND AS 24 on “Related Party Disclosure” details of transactions with related
parties as defined therein are given below :
A) List of related parties where control exists:
(i) Subsidiaries
a. DHFL Advisory & Investments Private Limited
b. DHFL Holdings Limited
B) List of related parties with whom transactions have taken place during the year and relationship:
(i) Joint Ventures
a. DHFL Pramerica Asset Managers Private Limited
b. DHFL Pramerica Trustees Private Limited
(ii) Associate Companies
a. Avanse Financial Services Limited
b. Aadhar Housing Finance Limited (Formerly known as DHFL Vysya Housing Finance Limited)(1)
c. Aadhar Housing Finance Limited (Erstwhile)(1)
219
Notes
(iii) Enterprises over which KMP are able to exercise significant influence
a. Arthveda Fund Management Private Limited
b. Wadhawan Holdings Private Limited
c. Dish Hospitality Private Limited
d. WGC Management Services Private Limited
e. Wadhawan Sports Private Limited
f. Essential Hospitality Private Limited
g. DHFL General Insurance Limited (w.e.f. 1st Nov, 2017)
h. DHFL Pramerica Life Insurance Company Limited
i. Wadhawan Global Capital Limited
j. DHFL Changing Lives Foundation (w.e.f. 1st Nov, 2017)
(iv) Key Management Personnel
a. Mr. Kapil Wadhawan
b. Mr Dheeraj Wadhawan
c. Mr. Harshil Mehta (Upto 13th February, 2019)
d. G P Kohli (Non -executive Director)
e. Mannil Venugopalan (Non -executive Director)
f. Srinath Sridharan (Non -executive Director)
g. V K Chopra (Non -executive Director)
(v) Relatives of Key Managerial Personnel
a. Mrs Aruna Wadhawan
(1) In terms of Scheme of Amalgamation, approved by National Company Law Tribunal on October 27,2017, Erstwhile Aadhar Housing
Finance Limited has been merged with the DHFL Vysya Housing Finance Limited. Name of DHFL Vysya Housing Finance Limited
has been changed to Aadhar Housing Finance Limited after merger.
A) Details of transactions :
Nature of Transactions Subsidiaries Joint Ventures Associate Companies/ Key Management

Others* Personnel
2018-2019 2017-18 2018-2019 2017-18 2018-2019 2017-18 2018-2019 2017-18
1) Investments
Investments Made 1 - - - - 7,736 - -
2) Loans, Advances, Deposits and other -
assets
Given ** 6 25 - - 3,075 2,920 1,343
Returned/Written Off 25 - - - 1,215 - 767 0

1 2 3
Notes

Others* Personnel
2018-2019 2017-18 2018-2019 2017-18 2018-2019 2017-18 2018-2019 2017-18
3) Borrowings, Security Deposits and
other liabilities
Received - - - - 0 416 - -
Repayment/Adjusted - - - - 208 - -
4) Income
Commission - - 41 3 4,955 5,029 - -
Trademark Licence Fees - - - - - 3,999 4,384 - -
Dividend - - - - 161 73 -
Interest 13 - - - 353 57 2 2
Rent & Maintenance - - 3 6 1,417 1,042
Other Income - - - - 389 113 0 0
Technical Fees - - - - 5 8 - -
Servicing fees - - - - 17 - - -
5) Expenditure
Remuneration - - - - - 1,068 918
Rent Expenses - - - - 1,995 1,895 - -
Brokerage and Marketing Fees - - - - 17 32 - -
Insurance Charges - - - - 612 65 - -
Service Charges - - - - 1 - -
Canteen Expenses - - - - 140 115 - -
Electricity Expenses - - - - 2 - - -
CSR Expenses - - - - 1,654 579 - -
Professional Charges - - - - 1 - - -
Directors Sitting Fees - - - - - - 39 22
6) Sale of Loans (Securitisation) - - - - 37,894 - - -
7) Purchase/Sale of Securities (Net) - - - - 22,787 - - -
8) Sale & Purchase PPE - - - - 7 - - -
INCOME RECEIVED FROM :
1) Commission
DHFL Pramerica Life Insurance Co Ltd - - - - 2,783 3,119 - -
DHFL Pramerica Asset Managers Pvt Ltd - - 41 3 - - - -
DHFL General Insurance Ltd - - - - 2,172 1,910 - -
2) Trademark Licence Fees
DHFL General Insurance Ltd - - - - (3,999) 4,384 - -
3) Dividend
Aadhar Housing Finance Ltd (Formerly - - - - 161 73 - -
known as DHFL Vysya Housing Finance
Ltd)
221
Notes

Others* Personnel
2018-2019 2017-18 2018-2019 2017-18 2018-2019 2017-18 2018-2019 2017-18
4) Interest
DHFL Advisory & Investments P Ltd 13 - - - - - -
Wadhawan Holding Pvt Ltd - - - - 338 57 - -
Wadhawan Global Capital Ltd - - - - 15 - - -
Mr. Harshil Mehta - - - - - 2 2
5) Rent & Maintenance Charges
DHFL Pramerica Asset Managers Pvt Ltd - - 3 6 - - - -
Arthveda Fund Management Pvt Ltd - - - - 2 66 - -
Aadhar Housing Finance Ltd (Formerly - - - - 163 152 - -
DHFL Vysya)
Avanse Financial Services Ltd - - - - 506 307 - -
WGC Management Services Pvt Ltd - - - - 229 218 - -
DHFL General Insurance Ltd - - - - 502 299 - -
DHFL Pramerica Life Insurance Company - - - - 15 - - -
Ltd
6) Other Income
Mr. Harshil Mehta - - - - - - 0 0
Aadhar Housing Finance Limited - - - - 200 96 - -
(Formerly known as DHFL Vysya Housing
Finance Limited)
Avanse Financial Services Pvt Ltd - - - - 189 17 - -
7) Technical Fees
Avanse Financial Services Pvt Ltd - - - 5 8 - -
8) Service Charges
Aadhar Housing Finance Ltd - - - - 17 - - -
EXPENDITURE :
1) Rent, Rates & Taxes
Wadhawan Holdings Private Limited - - - - 258 241 - -
Essential Hospitality Private Limited - - - - 1,736 1,654 - -
Arthveda Fund Management Private - - - - - - - -
Limited
2) Remuneration
Mr. Kapil Wadhawan - - - - - - 321 399
Mr. Harshil Mehta - - - - - - 747 519
Directors Sitting Fees
Dheeraj Wadhawan - - - - - - 5 5
G P Kohli - - - - - - 14 8
Mannil Venugopalan - - - - - - 8 3

1 2 3
Notes

Others* Personnel
2018-2019 2017-18 2018-2019 2017-18 2018-2019 2017-18 2018-2019 2017-18
Srinath Sridharan - - - - - - 1 -
V K Chopra - - - - - - 8 5
Vijaya Sampath - - - - - - 3 2
3) Brokerage and Marketing Fees
4) Insurance Charges
DHFL Pramerica Life Insurance Co Ltd - - - - 92 65 - -
DHFL General Insurance Ltd - - - - 520 - - -
5) Canteen Expenses
Dish Hospitality Private Limited - - - - 140 115 - -
6) Professional Charges
Aadhar Housing Finance Limited - - - - 1 1 - -
(Formerly known as DHFL Vysya Housing
Finance Limited)
7) Interest Paid
DHFL Pramerica Life Insurance Co Ltd - - - - - - - -
8) Electricity Expenses
Arthveda Fund Management Private - - - - 2 - - -
Limited
9) CSR Expenses
DHFL Changing Lives Foundation - - - 1,654 579 -
ASSETS \ LIABILITIES :
1) Investments Made - - - - - - - -
Avanse Financial Services Ltd - - - - - 7,736 - -
DHFL Holding Ltd 1 - - - - - - -
2) Loans, Advances, Deposits paid and
other assets
DHFL Pramerica Life Insurance Co Ltd - - - - 11 - - -
DHFL Advisory & Investments P Ltd 6 25 - - - - - -
DHFL Holding Ltd 0 - - - - - - -
DHFL General Insurance Ltd - - - - 64 100 - -
Wadhawan Holding Private Ltd - - - - - 2,820 -
Mr. Harshil Mehta - - - - - - 1,343 -
Wadhawan Global Capital Ltd - - - - 3,000 - - -

223
Notes

Others* Personnel
2018-2019 2017-18 2018-2019 2017-18 2018-2019 2017-18 2018-2019 2017-18
3) Loans & Advances Received Back /
Written Off
DHFL Advisory & Investments Pvt Ltd 25 - - - - - - -
Essential Hospitality Private Ltd (Security - - - - 1,215 - - -
Deposit)
4) Security Deposit Received
DHFL General Insurance Ltd - - - - - 208 - -
5) Repayment of Borrowings/ Deposits
Avanse Financial Services Ltd - - - - 0 - - -
DHFL General Insurance Ltd - - - - 208 - - -
6) Sale of Loans (Securitisation)
Aadhar Housing Finance Ltd - - - - 37,894 - - -
7) Sale / (Purchase) of Securities (Net)
Aadhar Housing Finance Ltd - - - - 22,787 - - -
8) Sale/ (Purchase) PPE (Net)
Avanse Financial Services Ltd - - - - (0) - - -
Aadhar Housing Finance Ltd - - - - 7 - - -
B) Details of transactions :
(` in lakh)
Nature of Transactions Subsidiaries Joint Ventures Associate Companies/Others* Key Management Personnel
2018-19 2017-18 2016-17 2018-19 2017-18 2016-17 2018-19 2017-18 2016-17 2018-19 2017-18 2016-17
Closing Balances 146 153 128 2 1 10 2,463 8,934 2,246 643 67 67
a) Loans, Advances, Deposits, 146 153 128 2 1 10 2,463 8,934 2,246 643 67 67
trade receivables (net) and
other assets
b) Borrowings / Security - - - - - - 224 432 17 - - -
Deposits (Net)
c) Investments 7,502 7,501 7,501 3,775 3,775 3,775 14,529 14,529 6,793 - -

CLOSING BALANCES :
1) Loans, Advances, Deposits
and other assets
DHFL Advisory & 146 153 128 - - - - - - - - -
Investments Pvt Ltd
Wadhawan Holding - - - - - - 2,958 2,820 - - - -
Private Ltd
Essential Hospitality - - - - - - - 1,215 1,215 - - -
Private Ltd
DHFL Holding Ltd 0 - - - - - - - - - - -

1 2 3
Notes
(` in lakh)
2018-19 2017-18 2016-17 2018-19 2017-18 2016-17 2018-19 2017-18 2016-17 2018-19 2017-18 2016-17
Wadhawan Global - - - - - - 3,015 - - - - -
Capital Ltd
DHFL General - - - - - - 164 100 - - - -
Insurance Ltd
DHFL Pramerica Life - - - - - 10 21 10 - - - -
Insurance Co. Ltd
Mr. Harshil Mehta - - - - - - - - - 643 67 67
2) Trade Receivable and
other assets
Aadhar Housing Finance - - - - - - 237 105 - - - -
Limited (Refer Note 9)
DHFL Pramerica Life - - - - - - 33 954 150 - - -
Insurance Co Ltd
DHFL Pramerica Asset - - - 2 1 0 - - - - - -
Managers Pvt Ltd
Arthveda Fund - - - - - - - - 30 - - -
Management Private Ltd
Aadhar Housing Finance - - - - - - - 606 922 - - -
Ltd (Formerly known as
DHFL Vysya Housing
Finance LTD)
Avanse Financial - - - - - - 163 5 - - - -
Services Ltd
DHFL General - - - - - - - 3,120 - - - -
Insurance Ltd
WGC Management Services - - - - - - 41 - - - - -
Pvt Ltd
Avanse Financial - - - - - - 208 208 0 - - -
Services Ltd
DHFL General - - - - - - - 208 - - - -
Insurance Ltd
Aadhar Housing Finance - - - - - - 16 16 16 - - -
DHFL Vysya Housing
Finance Ltd)
4) Trade Payable and Other
liabilities
Dish Hospitality Private Ltd - - - - - - 3 1 10 - - -
Wadhawan Holding - - - - - - 25 - 40 - - -
Private Ltd
(Erstwhile) Aadhar Housing - - - - - - - - 21 - - -
Finance Ltd
DHFL General - - - - - - 4,126 - - - - -
Insurance Ltd
225
Notes
(` in lakh)
2018-19 2017-18 2016-17 2018-19 2017-18 2016-17 2018-19 2017-18 2016-17 2018-19 2017-18 2016-17
Aadhar Housing Finance - - - - - - 15 - - - - -
DHFL Vysya Housing
Finance Ltd)
5) Investments
DHFL Advisory & 7,501 7,501 7,501 - - - - - - - - -
Investments P Ltd
DHFL Pramerica Asset - - - 3,770 3,770 3,770 - - - - - -
Managers Pvt Ltd
DHFL Pramerica - - - 5 5 5 - - - - - -
Trustee Pvt Ltd
Erstwhile Aadhar Housing - - - - - - - - 1,490 - - -
Finance Ltd
Aadhar Housing Finance - - - - - - 1,805 1,805 315 - - -
DHFL Vysya Housing
Finance Ltd)
Avanse Financial Services - - - - - - 12,724 12,724 4,988 - - -
Ltd
DHFL Holding Ltd 1 - - - - - - - - - - -
*Other includes Enterprises over which KMP are able to exercise significant influence.
Notes :
1) Related party relationship is as identified by the Company and relied upon by the Auditors.
2) The figures of income and expenses are net of service tax/ Goods and Services tax.
3) Transactions with the related parties are disclosed only till the relationship exists.
4) Previous years figures have been regrouped, rearranged and reclassified wherever necessary.
5) Term loans from banks and loans from NHB are further guaranteed by personal guarantees of Mr Kapil Wadhawan and Mr Dheeraj
Wadhawan.
6) Loans from NHB are further guaranteed by personal guarantee of Mrs Aruna Wadhawan and Corporate Guarantee of Wadhawan
Global Capital Private Limited.
7) Managerial remuneration excludes the contribution for gratuity as the incremental liability has been accounted by the Company
as a whole.
8) There are no provisions for doubtful debts or amount written off or written back for debts due from or due to related parties.
9) The above transactions excludes receivable/ payable in respect of assignment transactions entered into by the Company where
either the Company or the associate company is acting as collection agent.
10) Also refer note 6.3
11) Zero denotes amount less than ` 50,000


1 2 3
Notes
49 As a part of the Company’s effort to sell down its non-core investments in associates
to generate liquidity, the Company has entered into Binding Share Purchase
Agreement for –
a sale of 23,01,090 (9.15%) equity shares held in Aadhar Housing Finance Limited (AHFL) to private equity funds managed by
Blackstone on 02nd February 2019 for a total consideration of ` 20,895 lakh. After obtaining applicable regulatory and other
approval ` 16,363 lakh has been received by the Company on 10th June 2019 and balance of ` 4,532 lakh is expected over the
period of next 6 months.
b sale of 1,92,50,719 (30.63%) equity shares held by the Company in Avanse Financial Services Limited (Avanse) to Olive Vine
Investments Limited an affiliate of Warburg Pincus Group on 16th March 2019 for a consideration of ` 30,352 lakh.
c sale of its entire shareholding in DHFL Pramerica Asset Managers Private Limited,, to M/s PGLH of Delaware Inc. vide agreement
dated 21st February ‘19, subject to related regulatory approvals. As per the same purchase consideration shall be based on the
Asset under Management (AUM).
50 In the last week of January, 2019, News portal Cobrapost.com made allegations against the Company’s management and its
promoters. The Company received a series of questions from the portal shortly before the allegations were made public. The
Audit Committee appointed an independent firm of Chartered Accountants (Independent Chartered Accountants) to review the
allegations and report to the Committee. The report by Independent Chartered Accountants restricted its scope to the allegations
which in their opinion pertained to the Company, highlighted certain procedural lapses and documentation deficiencies inter alia the
fact that the end use monitoring of the funds loaned had not been performed despite a specific mandate by the finance Committee
as part of the loan sanction conditions. The Statutory Auditors post their review of the Independent Chartered Accountants report,
provided their observations and suggestions on the scope, coverage and findings by the Independent Chartered Accountants in
the report as well as additional areas that needed to be covered. The management is in the process of determining the action to
address the comments of the Statutory Auditors. As stated in the Action taken report tabled before the Audit Committee on 29th
March, 2019, the Company has sought written explanations from the loanees for loans where end use monitoring was not effected.
The Company is yet to receive responses from the loanees after which a decision on remedial measures including recalling
the monies advanced will be made. The Company is undertaking fresh valuation in respect of the loans including underlying
securities that were a subject matter of the allegations, from reputed valuation specialists and have been advised by the lawyers
that agreements entered into with the loanees are legally enforceable. Necessary adjustments to the carrying values of the loans
advanced will be made upon conclusion of the above actions.
51 The unsecured Inter Corporate Deposit (ICD) aggregating ` 565,269 lakh were outstanding as at March 31, 2019 and includes
ICDs (net) of ` 482,014 lakh granted during the year. Of these, ICDs aggregating ` 40,870 lakh have since been repaid while ICDs
aggregating ` 393,699 lakh are expected to be repaid shortly. Balance ICDs aggregating to ` 130,700 lakh are being converted
into secured term loans. There are documentation deficiencies with respect to grant / rollover of ICDs which are being rectified.
The ICDs have been advanced towards regular business activities and were either extended as a temporary loan pending full
valuation of project funding or short term corporate requirements. Pending conclusion of these actions, the Management believes
that no adjustments are required to the carrying value of the ICDs.
52 In respect of certain Project / Mortgage loans, the management is actively engaged with the loanees to remediate certain lacunae
in loan documentation and expects to complete this exercise by September 2019. The management believes that deficiencies in
documentation will not affect the enforceability of the underlying security. The Company is confident that the loans extended are
secured and recoverable basis the cash flow arising from such project / mortgage loans. Pending completion of this exercise, no
adjustments have been made to the carrying values of these loans aggregating to ` 2,407,772 lakh which has been largely dealt
with in a manner stated in Note 55.
53 During the year, the housing finance sector has been under duress which has been compounded by the liquidity crunch in the
real estate sector. Consequent to this, there have been instances where cheques received from the borrowers particularly from
the project and mortgage loan customers were not banked at the instance of the borrowers. Entries for receipts were however
accounted for in the customer accounts which were subsequently reversed. As at the year end, the collections recorded in this
manner aggregated ` 187,526 lakh have been remediated at the year-end and the corresponding loans have been dealt with in a
manner as stated in Note 55.
227
Notes
54 The Company is undergoing substantial financial stress since second half of the current financial year. The Company has suffered
consistent downgrades in its credit ratings since February 2019. On 5th June 2019, the credit rating was reduced to ‘default grade’
despite there being no default till that date. The Company’s ability to raise funds has been substantially impaired and the business
has been brought to a standstill with there being minimal / virtually no disbursements. These developments may raise a significant
doubt on the ability of the Company to continue as a going concern.
The Company is taking active steps to monetize its assets and is in discussions with multiple Indian banks and international
financial institutions to sell off its retail as well as wholesale portfolio. It is in discussions with the consortium of bankers / lenders to
restructure its borrowings and will take all the necessary steps to ensure that it meets its financial commitments. There have been
discussions for stake sale by the promoters to a strategic partner with further equity infusion. The Company on July 1, 2019 had a
meeting with the consortium of bankers wherein the bankers agreed to enter into an Inter-creditor Agreement (ICA) for a potential
restructuring of company’s liabilities. In view thereof, the requirements in respect of creation of debenture redemption reserve and
the corresponding deposit in liquid assets shall be assessed upon conclusion of the restructuring plan. The Company is in the
process of submitting a resolution plan to the lenders and the lenders are expected to give an in-principle approval to the plan by
end of July 2019. The ability of the Company to continue as a going concern is predicated upon its ability to monetize its assets,
secure funding from the bankers / investors, restructure its liabilities and recommence its operations. In view of all the actions that
are currently underway, these financial statements have been prepared on the basis that the Company is a going concern.
55 Due to the current business environment, the Company no longer holds the project loans, SRA loans and wholesale mortgage loan
portfolio for the purposes of solely collecting the principal and interest. The Management envisages to monetise the wholesale
loan portfolio. Consequently, the said loans aggregating ` 3,488,160 lakh (including ` 1,648,717 lakh related to note 53) have
been reclassified as Fair Value Through Profit or Loss (FVTPL) as at March 31, 2019 due to the change in business model. As
required under Ind AS 109, these assets have been fair valued as at March 31, 2019 based on internal valuations which involve
management’s judgment and assumptions at ` 3,162,815 lakh and the resultant fair value loss aggregating ` 325,345 lakh (gross
of reversal of provision) has been charged to the Statement of Profit and Loss.
56 The Company had commenced implementation of Expected Credit Loss (ECL) model as part of its Ind AS transition. During
the course of the audit, deficiencies have been identified in the historical data used for the purpose of determination of the ECL
provision. The Company is in the process of remediating the same, though does not consider the resultant impact to be material.
Additionally, the Company has also taken external bureau supportive information (i.e. CIBIL score range band – Probability of
default (PD) analysis) of our portfolio in comparison to Industry standards, which indicates that the PD of the Company’s Portfolio
is better than the Industry standard. Further, based on the Company’s borrower profile and CIBIL score the Company is convinced
of its assumptions supporting ECL calculation.
57 The Company has received a letter dated July 3, 2019, from the National Housing Bank containing observations emanating from
the inspection carried out by NHB for the year ended March 31, 2018 as per the provisions of the National Housing Bank Act,
1987. There are observations in the letter inter-alia being impact on the Capital Adequacy Ratio of the Company as at March 31,
2018 reduced to 10.24%. NHB has directed the Company to provide a specific response to all the observations within a period
of 21 days. The management does not concur with the observation of the NHB and will provide an appropriate response within
the stipulated time. As mentioned in the note 55 above, on account of classification of project loans, SRA loans and wholesale
mortgage loans as Fair Value through Profit or Loss (FVTPL) due to the change in business model as at March 31, 2019, has
resulted in a charge of fair value loss aggregating to ` 325,345 Lakh (gross of reversal of provision) to the Statement of Profit and
Loss. While the management does not agree with the observations of the NHB and will provide an appropriate response within
the stipulated time, these financials statements have been prepared without providing the disclosures to be made in the financial
statements as mandated under the NHB Guidelines. Necessary disclosures will be compiled and provided to the stakeholders at a
later date upon conclusion of the matter. In view of these financial statements being prepared using Indian Accounting Standards
(Ind AS) while the NHB observations relate to numbers compiled on the basis of regulatory guidelines, the Management believes
that the aforesaid observations may not have any implications on the financial statements.

1 2 3
Notes
58 The Company has recognized net deferred tax asset of ` 44,281 lakh as at March 31, 2019. Ind AS 12 – ‘Income Taxes’ requires
the Company to determine the probability of sufficient future taxable income to utilize the deferred tax asset. Considering the
factors described in Note 54, the Company is of the view that no adjustment is required to the carrying value of the deferred tax
asset.
59 The Company has incurred expenditure aggregating ` 10,401 lakh for development of customised software for its operations and
recording of transactions which has been carried as intangible asset under development as at March 31, 2019. Considering the
factors described in Note 54, the Company is of the view that no adjustment is required to be made to the carrying value of the
intangible asset under development pursuant to the requirements of Ind AS 36 on Impairment of Assets.
60 The National Housing Bank has imposed penalty of ` 0.65 lakh plus applicable taxes due to short provisioning on account of
wrong assets classification of 12 rescheduled/ restructured Slum Redevelopment Project loans and 1 non housing loan amounting
` 89,307 lakh in terms of paragraph 29(6) of the Housing Finance Companies (NHB) Directions, 2010 in respect of financial year
ended March 31, 2017.
61 There are no subsequent events other than disclosed in notes to the financial statements
62 Approval of Financial Statements

The Financial Statements were approved by the Board of Directors of the Company on July 22, 2019.

Kapil Wadhawan Dheeraj Wadhawan
Chairman & Managing Director (DIN – 00096026)
(DIN – 00028528) Director
Alok Kumar Misra Dr. Deepali Pant Joshi
(DIN – 00163959) (DIN – 07139051)
Director Director

(DIN – 00449318) (DIN – 03359570)
Director Director
229
Disclosures Required by the National Housing Bank
The following additional disclosures have been given in terms of Notification no. NHB.HFC.CG DIR.1/MD&CEO/2016 dated February 9,
2017 issued by the National Housing Bank. These figures may not be traceable to the Financial Statements as at March 31, 2019. The
differences are arising as the disclosures are made as per the regulatory requirements vis a vis the financial statements prepared as per
Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013.
As required under above guidelines, read with additional requirements / guidelines with reference to the interpretation of various terms
/ classifications, the following additional disclosures are given by the Management. These notes have not been reviewed by the join
Statutory Auditors of the Company, refer note no. 57 of the Standalone Financial Statements.
1 Minimum Disclosures
The following additional disclosures have been given in terms of Notification no. NHB.HFC.CG DIR.1/MD&CEO/2016 dated
February 9, 2017 issued by the National Housing Bank.
2 Summary of Significant Accounting Policies

The accounting policies regarding key areas of operations are disclosed as note no 2 to the Standalone Financial Statement for
the year ended March 31, 2019.
3 Disclosures :
3.1 Capital
(` in Lakh)
Particulars 31.03.2019 31.03.2018
i) CRAR (%) 14.07% 15.29%
ii) CRAR – Tier I Capital 9.40% 11.52%
iii) CRAR – Tier II Capital 4.67% 3.77%
iv) Amount of Subordinated debit raised as Tier II Capital 173,286.00 89,666
v) Amount raised by issue of perpetual Debt Instruments 113,581.00 116,070
Note : Refer Note No. 57 of the Standalone Financial Statements.
3.2 Reserve Fund U/s 29 C of NHB Act, 1987

(` in Lakh)
Particulars 31.03.2019 31.03.2018
c) Total 183,899 156,399
b) Amount of special reserve u/s 36(1)(viii) of Income Tax Act, 1961 taken into account - 27,100
for the purposes of Statutory Reserve under Section 29C of the NHB Act, 1987
Less: a) Amount appropriated from the Statutory Reserve u/s 29C of the NHB Act, 1987 - -
b) Amount withdrawn from the Special Reserve u/s 36(1)(viii) of Income Tax Act, 1961 - -
which has been taken into account for the purpose of provision u/s 29C of the NHB
Act, 1987
c) Total - 27,500
c) Total 183,899 183,899

1 2 3
3.3 Investments
(` in Lakh)
Particulars 31.03.2019 31.03.2018
3.3.1 Value of Investments
(i) Gross Value of Investments 247,037 807,651
(a) In India 247,037 807,651
(b) Outside India
(ii) Provision for Depreciation 7,500 -
(a) In India 7,500 -
(b) Outside India - -
(iii) Net value of Investments 239,537 807,651
(a) In India 239,537 807,651
(b) Outside India - -
3.3.2 Movement of provisions held towards depreciation on Investments - -
(1) Opening Balance - -
(i) Add: Provisions Made during the year 7,500 -
(ii) Less : write-off/written bank of excess provisions during the year - -
(2) Closing Balance 7,500 -
3.4 Derivatives :
3.4.1 Forward Rate agreement (FRA)/ Interest Rate Swap (IRS)
(` in Lakh)
Particulars 31.03.2019 31.03.2018
i) The notional principal of swap agreements 777,006 595,348
ii) Losses which would be incurred if counterparties failed to fulfil their obligations under the 16,195 9,023
agreements
iii) Collateral required by the HFC upon entering into swaps - 3,020
iv) Concentration of credit risk arising from the swaps $ NA** NA**
v) The fair value of the swap book @ 13,281 (4,812)
**As the company has contracts with multiple banks hence Concentration of credit risk is not applicable
3.4.2 Exchange Traded Interest Rate (IR) Derivative

The company has not entered into any exchange traded Interest rate Derivative during the financial year 2018 -2019.
3.4.3 Disclosures on Risk Exposure in Derivatives

A Qualitative Disclosure
The currency risk on the borrowings is actively managed mainly through a combination of principal only swaps, forward
contracts. As a part of Asset Liability Management, the Company has entered into interest rate swaps wherein it has
converted its fixed rate rupee liabilities into floating rate linked to various benchmarks. The Company uses derivate contracts
such as foreign exchange forward, cross currency contracts, interest rate swaps, foreign currency futures, options and
swaps to hedge its exposure to movements in foreign exchange and interest rates. The use of these derivative contracts
reduce the risk or cost to the Company and the Company does not use those for trading or speculation purposes
To hedge its risks on the principal and/ or interest amount for foreign currency borrowings on its balance sheet, the Company
has currently used cross currency derivatives, forwards and principal only swaps. Additionally, the Company has entered
into Interest Rate Swaps (IRS) to hedge its basis risk on fixed rate borrowings and LIBOR risk on its foreign currency
borrowings.
231
Financial Risk Management of the Company constitutes the Audit Committee, Asset Liability Committee (ALCO), Risk
management and hedging team (front office), mid office, back office and internal auditors. The Treasury front-office enters
into derivative transactions with various counterparties. The Company has an independent back-office. The Company
periodically monitors various counterparty risk and market risk limits, within the risk architecture and processes of the
Company.
B Quantitative Disclosure
(` in Lakh)
Particulars Currency Interest Rate
Derivatives Derivatives
i) Derivatives (Notional Principal Amount) 302,257 474,750
ii) Market to Market Positions [1] 5,702 7,579
(a) Assets (+) 8,579 7,616
(b) Liability (-) (2,877) (37)
iii) Credit Exposure - -
iv) Unhedged Exposures - -
3.5 Securitisation
3.5.1 Details of outstanding amount of securitised assets as per books of the SPVs sponsored by the Company and total amount
of exposures retained by the Company as on March 31, 2019 towards the Minimum Retention Requirements (MRR):
(` in Lakh)
Particulars No. / Amount
1. No of SPVs sponsored / with Transaction on securitisation 16
2. Total amount of securitised assets as per books of the SPVs sponsored 230,011
3. Total amount of exposures retained towards the MRR as on the date of balance sheet 16,245
(I) Off-balance sheet exposures towards Credit Concentration
a) Cash Collateral 32,386
b) Investment in Class ‘B’ PTCs -
(II) On-balance sheet exposures towards Credit Concentration 16,245
a) Cash Collateral 2,119
b) Investment in Class ‘B’ PTCs 14,126
4. Amount of exposures to securitisation transactions other than MRR
(I) Off-balance sheet exposures towards Credit Concentration
a) Exposure to own Securitization -
i) -
ii) -
b) Exposure to third party securitization -
i) -
ii) -
(II) On-balance sheet exposures towards Credit Concentration - Exposure to own securitizations - Cash
Collateral
a) Exposure to own Securitization -
i) -
ii) -
b) Exposure to third party securitization -
i) -
ii) -

1 2 3
3.5.2 Details of Financial Assets sold to Securitisation / Reconstruction Company for Asset Reconstruction
(` in Lakh)
Particulars 31.03.2019 31.03.2018
i) No. of accounts 1 809
ii) Aggregate value (net of provisions) of accounts sold to SC / RC 15.25 90,014
iii) Aggregate consideration 15.00 82,434
iv) Additional consideration realized in respect of accounts transferred in earlier years(b) - -
Liability (-)
v) Aggregate (gain) / loss over net book value 0.25 7,580
3.5.3 Detail of Assignment transactions undertaken by HFC’s

(` in Lakh)
Particulars 31.03.2019 31.03.2018
i) No. of accounts 42 24
ii) Aggregate value (Net of Provisions) of accounts assigned 1,742,136 1,149,519
iii) Aggregate consideration 1,742,136 1,149,519
iv) Additional consideration realized in respect of accounts transferred in earlier years Nil Nil
v) Aggregate (gain)/loss over net book value for the year Nil Nil
3.5.4 Details of non-performing financial assets purchased / sold

A. Detail of non-performing financial assets purchased
(` in Lakh)
Particulars 31.03.2019 31.03.2018
1 (a) No of accounts purchases during the year NIL NIL
(b) Aggregate Outstanding NIL NIL
2 (a) of these, number of accounts restructured during the year NIL NIL
(b) Aggregate Outstanding NIL NIL
B. Detail of Non-performing Financial Assets Sold :

(` in Lakh)
Particulars 31.03.2019 31.03.2018
1 No of accounts Sold 1 809
2 Aggregate Outstanding 17.94 914.20
3 Aggregate Consideration received 15.00 824.34
3.6 Assets Liability Management (Maturity pattern of certain items of Assets Liabilities)
Maturity Buckets Liabilities
Deposits Borrowings from Market Borrowing Foreign Currency
Bank Liabilities
Upto 30/31 days (one month) 10,735 249,912 19,655 -
Over 1 month & up to 2 month 29,915 36,284 414,227 -
Over 2 month & up to 3 month 66,060 79,234 205,383 -
Over 3 month & up to 6 month 137,736 154,522 125,436 14,794
Over 6 month & up to 12 month 223,841 310,595 137,845 14,794
Over 1 Year & up to 3 Years 472,022 1,402,974 1,108,250 131,357
Over 3 Year & up to 5 Years 74,161 1,079,513 315,614 135,531
Over 5 Year & up to 7 Years 5,723 547,532 701,059 -
Over 7 Year & up to 10 Years 13,374 298,859 590,486
Over 10 Years 381 45,468 118,270 -
Total 1,033,949 4,204,894 3,736,226 296,476
233
Maturity Buckets Assets

Advance Investments Foreign Currency
Assets
Upto 30/31 days (one month) 170,086 687,908 -
Over 1 month & up to 2 month 45,856 - -
Over 6 month & up to 12 month 291,821 17,285 -
Over 1 Year & up to 3 Years 1,237,280 - -
Over 7 Year & up to 10 Years 965,054 66,526 -
Over 10 Years 3,820,850 35,931 -
Total 9,193,232 807,650 -
3.7 Exposure
3.7.1 Exposure to Real Estate Sector
(` in Lakh)
Category 31.03.2019 31.03.2018
a) Direct Exposure
(i) Residential Mortgages -
Lending fully secured by mortgages on residential property that is or will be occupied 7,791,376 8,105,810
by the borrower or that is rented (Individual Housing loans upto ` 15 Lakh may be
shown separately
Individual Housing loans upto ` 15 Lakh (Included In above) 2,013,421 2,428,274
(ii) Commercial Real Estate -
Lending secured by mortgages on commercial real estates (office buildings, retail 1,107,348 677,304
space, multipurpose commercial premises, multi-family residential buildings,
multi-tenanted commercial premises, industrial or ware house space, hotels, land
acquisition, development and construction, etc.). Exposure would also include non-
fund based (NFB) limits
(iii) Investments in Mortgage Backed Securities (MBS) and other securitised
exposures -
a) Residential 14,126.00 9,400.00
b) Commercial Real Estate - -
b) Indirect Exposure
Fund based and non-fund based exposures on National Housing Bank (NHB) and Housing - -
Finance Companies (HFCs)

1 2 3
3.7.2 Exposure to Capital Market

(` in Lakh)
Particulars 31.03.2019 31.03.2018
i) Direct Investment in equity shares,Convertible bonds, convertible debentures and units of 13,833 29,346
equity oriented mutual funds the corpus of which is not exclusively invested in corporate
Debt
ii) Advance against shares/bonds/debentures or other securities or on clean basis to - -
individual for the investment in shares(including IPOs/ESOPs), Convertible bonds,
convertible debentures and units of equity -oriented mutual funds.
iii) Advance for any other purposes where shares or convertible bonds or convertible - -
debentures or units of equity oriented mutual funds are taken as primary security.
iv) Advance for any other purposes to the extent secured by collateral security of shares or - -
convertible bonds or convertible debentures or units of equity oriented mutual funds i.e
where the primary security other than shares /Convertible bonds/convertible debentures/
Unit of equity oriented Mutual funds ‘ does not fully cover the advances.
v) Secured and unsecured advances to stockbrokers and guarantees issued on behalf of - -
stockbrokers and Market makers;
vi) Loans Sanctioned to corporates against the security of shares/bonds/debentures or - -
other securities or on clean basis for meeting promoter’s contribution to the equity of new
companies in anticipation of raising resources;
vii) Bridge loans to companies against expected equity flows/issues; - -
viii) All exposures to venture Capital funds (Both registered and unregistered) 1,893 1,895
Total Exposure to Capital Market 15,726 31,241
3.7.3 Details of financing of parent company products

Not Applicable
3.7.4 Details of Single Borrower Limit (SGL) / Group Borrower Limit (GBL)
The Company has not exceeded the prudential exposure limits during the year with reference to Single Borrower Limit (SGL) /
Group Borrower Limit (GBL).
3.7.5 Unsecured Advances

The Company does not finance any projects (including infrastructure projects) where the collateral being an intangible security i.e.
rights, licenses, authorisations.
4 Miscellaneous
4.1 Registration obtained from other financial sector regulators
a) The Company has obtained a Corporate Agent (Composite) license bearing registration no. CA0052 from insurance
Regulatory and Development Authority of India (IRDAI)
b) Other Registration with:
i) Financial Intelligence Unit, India (FIU) vide Registration No. FIHFC00010
ii) Association of Mutual Funds in India (AMFI) vide registration no. ARN-101515, as AMFI Registered Mutual Fund
Advisor.
235
4.2 Disclosure of Penalties imposed by NHB and other regulators

During FY 2018-19, NHB has imposed penalty of ` 0.65 lakh plus applicable taxes due to short provisioning on account of wrong
assets classification of some rescheduled / restructured Slum Redevelopment Project loans and non housing loans. Refer Note
No. 60
4.3 Related party Transactions

All Related Party Transactions have been reported in Note No. 48. The policy on dealing with Related party transactions have been
placed on website as well as in annual report.
4.4 Rating assigned by Credit Rating Agencies and migration of rating

Rating Particulars Rating Agency March 31, 2019 March 31, 2018
Short-term debt/ ICRA ICRA A2+; Under Watch with Negative Implications ICRA A1+
commercial paper CRISIL CRISIL A2+ (Under Rating Watch with Negative Implications) CRISIL A1+
IPDIs CARE CARE BBB+ (Under Credit watch with developing implications) CARE AA; Stable
BRICKWORKS BWR A+ (Under Credit Watch with Negative Implications) BWR AA+; Stable
Subordinated debt CARE CARE A- (Under Credit watch with developing implications) CARE AA+; Stable
BRICKWORKS BWR AA- (Under Credit Watch with Negative Implications) BWR AAA; Stable
NCDs CARE CARE A (Under Credit watch with developing implications) CARE AAA; Stable
NCDs (Public Issue) CARE CARE A (Under Credit watch with developing implications) CARE AAA; Stable
Long-term Bank CARE CARE A (Under Credit watch with developing implications) CARE AAA; Stable
Loans
Public (Fixed) CARE CARE A (FD) (Under Credit watch with developing implications) CARE AAA (FD);
Deposits Stable
BRICKWORKS BWR FAA- (Under Credit Watch with Negative Implications) BWR FAAA; Stable
Structured CARE CARE AAA (SO) (Under Credit watch with developing implications) CARE AAA (SO)
Obligations ICRA ICRA AAA(SO); Under Watch with Developing Implications ICRA AAA(SO)
CRISIL CRISIL AAA (SO) CRISIL AAA (SO)
4.5 Remuneration of Directions

Please refer Form No. MGT 9 for Directors Remuneration details.
4.6 Management
The prescribed information is suitably set-out in Management Discussion and Analysis which forms part of annual report.
4.7 Net Profit or Loss for the period, prior period items and changes in accounting policies
There are no prior period items that have impact on current year’s Profit and Loss.
4.8 Revenue Recognition

During the year there were no revenue recognition which has been postponed pending the resolution of significant uncertainties.
4.9 Accounting Standard 21 – Consolidated Financial Statements (CFS)

Refer Note No. 2, Significant Accounting Polices forming part of consolidated Financial Statement for the relevant disclosures.

1 2 3
5 Additional Disclosures
5.1 Provisions and contingencies
(` in Lakh)
Particulars 31.03.2019 31.03.2018
i) Provisions for depreciation on Investment 7,500 -
ii) Provisions made towards Income Tax (35,638) 58,449
iii) Provisions towards NPA 38,855 27,151
iv) Provisions for Standard Assets (with detail like teaser loan, CRE, CRE-RH etc) 305,477 14,289
v) Other Provision and Contingencies(with details) 28,892 540
(` in Lakh)
Break up of Provision and contingencies shown under the Housing Loan Non-Housing Loan
head expenditure in profit and loss account 31.03.2019 31.03.2018 31.03.2019 31.03.2018
Standard Assets
a) Total Outstanding Amount 6,085,470 6,634,555 2,645,781 2,470,583
b) Provisions made 34,273 31,593 26,252 24,521
Sub-Standard Assets
a) Total Outstanding Amount 137,889 21,084 48,078 8,981
Doubtful Assets- Category -I
Doubtful Assets- Category -II
Doubtful Assets- Category -III
Loss Assets
a) Total Outstanding Amount - - - -
b) Provisions made - - - -
Total
a) Total Outstanding Amount 6,262,513 6,694,308 2,713,289 2,498,924
Note : A Provision of ` 3,01,162 Lakh were also provided in addition to the above. Refer Note No. 55
5.2 Draw Down from Reserves

There was no draw down from the Statutory / Special Reserve during the year.
237
5.3 Concentration of Public Deposits, Advances, Exposures and NPAs

5.3.1 Concentration of Public Deposits (For Public Deposit taking /holding HFCs)
(` in Lakh)
Particulars 31.03.2019 31.03.2018
Total Deposits to twenty Depositors 281,716 133,150
Percentage of Deposits of twenty largest borrowers /Customers to total Exposure of the HFC on 40.97% 13.00%
Borrowers /Customers
5.3.2 Concentration of Loans & Advances

(` in Lakh)
Particulars 31.03.2019 31.03.2018
Total Exposure to twenty largest borrowers/customers 1,391,077 1,233,282
Percentage of Exposures to twenty largest borrowers /Customers to total Exposure of the HFC 15.50% 13.42%
on Borrowers /Customers
5.3.3 Concentration of all Exposure ( Including off-balance sheet exposure)

(` in Lakh)
Particulars 31.03.2019 31.03.2018
Total Exposure to twenty largest borrowers/customers 1,645,938 1,334,980.33
Percentage of Exposures to twenty largest borrowers /Customers to total Exposure of the HFC 17.14% 13.83%
on Borrowers /Customers
5.3.4 Concentration of NPAs

(` in Lakh)
Particulars 31.03.2019 31.03.2018
Total Exposure to top ten NPA accounts 9,698 17,646
Note: Certain Loans are being classified as fair through Profit and Loss, Refer Note No. 55 & 57 of the Standalone Financial Statements.
5.3.5 Sector wise NPA

Sector Percentage
to total
Advances
A. Housing Loans:
1. Individuals 4.25%
2. Builders/Project Loans 0.00%
3. Corporates 0.00%
4. Others Loans 0.00%
B. Non-Housing Loans:
1. Individuals 0.00%
2. Builders/Project Loans 0.00%
3. Corporates 0.00%
4. Others Loans 2.57%

1 2 3
5.4 Movement of NPAs

Particulars 31.03.2019 31.03.2018
I) Net NPAs to Net Advances (%) 2.12% 0.56%
II) Movement of NPAs (Gross)
a) Opening balance 88,094 67,844
b) Additions during the year 201,174 48,285
c) Reduction during the year 44,717 28,034
d) Closing balance 244,551 88,094
III) Movement of NPAs (Net)
IV) Movement of Provisions for NPAs (Excluding provisions on Standard assets)
5.5 Overseas Assets

(` in Lakh)
Particulars 31.03.2019 31.03.2018
NIL NIL
NIL NIL
The Company does not have any overseas assets
5.6 Off-balance Sheet SPVs sponsored (which are required to be consolidated as per accounting norms)
The Company does not have any sponsored SPVs which needs to be consolidated as per Accounting norms
Name of SPV Sponsored

Domestic Overseas
NIL NIL
6 Disclosure of Complaints
6.1 Customers Complaints
Particulars 31.03.2019 31.03.2018
a) No of Complaints Pending at the beginning of the year 13 6
b) No of Complaints received during the year 1,295 1,091
c) No of complaints redressed during the year 1,305 1,084
d) No of complaints pending at the end of the year 3 13
239
Independent Auditors’ Report

To The Members of and our observations on the findings by Independent firm of
Dewan Housing Finance Corporation Limited Chartered Accountants in the report. These have not been
taken into consideration in the final report of the independent
Report on the Audit of Consolidated Ind AS Financial firm of Chartered Accountants. As stated in the note, the
Statements Management is in the process of determining the actions
to address our comments and has stated that adjustments,
Disclaimer of Opinion if any, to the carrying values of the loans advanced will be
made upon conclusion of these actions. The report of the
We were engaged to audit the accompanying Consolidated Ind
independent firm of Chartered Accountants has not been
AS financial statements of Dewan Housing Finance Corporation
adopted or approved by the Audit Committee. Further, we
Limited (“the Parent” or “the Company”) and its subsidiaries (the
understand that various regulatory authorities / lenders are
Parent and its subsidiaries together referred to as “the Group”)
currently carrying out their own investigation and they may
which includes the Group’s share of profit / loss in its associates
make a determination on whether any fraud or any other
and joint ventures, which comprise the Consolidated Balance
non-compliance/ illegalities have occurred in relation to the
Sheet as at March 31, 2019, and the Consolidated Statement of
Allegations.
Profit and Loss (including Other Comprehensive Income), the
Consolidated Statement of Cash Flows and the Consolidated We are therefore unable to determine if these allegations
Statement of Changes in Equity for the year then ended, and a would have an impact on these Consolidated Ind AS
summary of significant accounting policies and other explanatory financial statements including whether any adjustments
information. to the carrying value of loans granted, any restatement of
We do not express an opinion on the accompanying Consolidated prior years’ financial statements, related parties and other
Ind AS financial statements of the Group. Because of the disclosures and compliances are required. Also refer our
significance of the matter described in the Basis for Disclaimer comments in paragraph 1.a of ‘Report on Other Legal and
of Opinion section of our report, we have not been able to obtain Regulatory Requirements’ section below.
sufficient appropriate audit evidence to provide a basis for an 3. In respect of certain loans and Pass-through Certificates
audit opinion on these Consolidated Ind AS financial statements. (PTC) aggregating ` 32,45,240 lakh and ` 25,700 lakh,
Basis for Disclaimer of Opinion respectively, granted or invested by the Company during
the year and in earlier years and outstanding as at March
1. We refer to note 51 of the Consolidated Ind AS financial
31, 2019:
statements with regards to the Unsecured Inter-corporate
Deposits (ICD) outstanding as at March 31, 2019 a. As stated in note 53 of the Consolidated Ind AS financial
aggregating ` 5,65,269 lakh. As stated in the note, there statements, multiple accounting entries were initially
are significant deficiencies in the grant and rollover of ICD, recorded in certain customer accounts for receipts despite
inter-alia, non-availability of evaluation of credit worthiness the cheques or negotiable instrument not been deposited
of the borrowers, commercial rationale forming basis of in the bank(s) and these have been subsequently reversed.
granting of the ICD. The note also states that the Company The gross value of such loans aggregate ` 16,48,717
is working towards remediating these deficiencies and that lakh (includes certain loans aggregating ` 13,11,283 lakh
no adjustment is required to the carrying value thereof. which are also included in paragraph 3.b). Also refer our
We have not been provided sufficient appropriate audit comments in paragraph 1.b of ‘Report on Other Legal and
evidence to support the management’s assessment and Regulatory Requirements’ section below.
hence are unable to evaluate on the recoverability of the
ICD and the consequential effect on Consolidated Ind AS b. We have not been provided sufficient information and
financial statements. Also refer our comments in paragraph explanations to our enquiries in relation to credit, legal and
1.a of ‘Report on Other Legal and Regulatory Requirements’ technical evaluation and evidence for end use monitoring
section below. as stated in the loan agreement and specified by the
Finance Committee, wherever applicable, in respect of
2. We refer to note 50 of the Consolidated Ind AS financial project loans and mortgage loans aggregating ` 24,07,772
statements that states the allegations of fraud that were lakh (Includes loans aggregating ` 13,11,283 lakh also
made by the newsportal Cobrapost.com (the Allegations), included in paragraph 3.b). Also refer our comments in
inter alia, alleging diversion of funds. As stated in the paragraph 1.a of ‘Report on Other Legal and Regulatory
note, the Audit Committee appointed an independent firm Requirements’ section below.
of Chartered Accountants to investigate the Allegations
and report to them. We provided to the Audit Committee c. As stated in note 55, the management has elected to
our suggestions on the scope and coverage as well as measure loans aggregating ` 31,62,815 lakh (includes
additional areas that needed to be covered to ensure certain loans aggregating ` 26,62,781 lakh which are also
comprehensiveness of the coverage of the investigation included in paragraph 3.a and 3.b) and Pass-through

1 2 3
Certificates (PTC) aggregating ` 25,700 lakh at Fair Value Company in subsequent periods taking into consideration
Through Profit or Loss (FVTPL) based on internal valuations the uncertainty in respect of its plan to monetize its assets,
which involve management’s judgement and assumptions. secure funding from the bankers / investors, restructure
We have not been provided sufficient appropriate audit its liabilities and recommence its operations. In view of
evidence and all of the necessary information and foregoing, we have not been provided sufficient appropriate
explanations in respect of the fair values changes of ` evidence about the carrying value of the intangible asset
3,25,345 lakh (gross of reversal of provision) and ` 6,800 under development and adjustments required, if any, to
lakh so recognized in the Statement of Profit and Loss on these Consolidated Ind AS financial statements.
these loans and PTC, respectively.
8. In view of the possible effects of the matters described in
In view of the foregoing, we have been unable to obtain paragraphs 1 to 7 above, we are unable to comment on
sufficient appropriate audit evidence to support the values the Company’s compliance of the covenants in respect of
of the loans and PTC and we are unable to determine if these all borrowings and consequential implications including
matters would have an impact on these Consolidated Ind disclosures, if any, to these Consolidated Ind AS financial
AS Financial Statements including whether any adjustments statements.
to the carrying value of the loans and PTC, restatement of
prior years’ financial statements, related parties and other 9. Also refer our comments under ‘Material uncertainty related
disclosures and compliances are required. to Going Concern’ below.
4. We refer to note 57 of the Consolidated Ind AS Financial Material uncertainty related to Going
Statements regarding the observations made by National Concern
Housing Bank (NHB) in its inspection for the year ended We refer to note 54 of the Consolidated Ind AS financial statements,
March 31, 2018 as per the provisions of the National the Company has incurred loss aggregating `1,03,605 lakh
Housing Bank Act, 1987. Pending management evaluation during the year and has net current liabilities of ` 75,475 lakh as
and response to the observations of the NHB, we are at March 31, 2019. Further, the Company’s credit rating has been
unable to determine if these observations would have an reduced to ‘default grade’ subsequent to the year-end which may
impact on these Consolidated Ind AS Financial Statements substantially impair its ability to raise or generate funds to repay
including whether any adjustments to the carrying value of its obligations. The matters described in the Basis for Disclaimer
the loans granted, any restatement of prior years’ financial of Opinion section above and para 1 of Report on Other Legal
statements, related parties and other disclosures and and Regulatory Requirements section below may also have an
compliances are required. impact on the Company’s ability to continue as a going concern.
All these developments raise a significant doubt on the ability
5. We refer to note 56 of the financial statements. As stated in
of the Company to continue as a going concern and therefore
the note, during the course of the audit, deficiencies have
it may be unable to realise its assets and discharge its liabilities
been identified in the historical data used for the purpose
including potential liabilities in the normal course of business.
of calculating provisioning based on the Expected credit
The Company is in the process of monetizing its assets and has
loss (ECL) model in respect of loans carried at amortized
submitted a draft resolution plan to the consortium of bankers for
cost. We are unable to comment on the assumptions made
restructuring its borrowings and also there have been discussions
in the ECL model and consequently to determine if this
for stake sale by the promoters to a strategic partner with further
matter would have an impact on these Consolidated Ind
equity infusion. The ability of the Company to continue as a going
AS Financial Statements including the adequacy of the ECL
concern inter alia is dependent upon its ability to monetize its
provision.
assets, secure funding from the bankers or investors, restructure
6. As stated in note 58, the Company has recognized net its liabilities and recommence its operations, which are not wholly
deferred tax asset of ` 44,281 lakh as at March 31, 2019. The within control of the Company.
Company is required to perform an assessment as required
by Ind AS 12 – ‘Income Taxes’ which requires the Company The Management has prepared these Consolidated Ind AS
to determine the probability of future taxable income to financial statements using going concern basis of accounting
utilize the deferred tax asset. However, we have not been based on their assessment of the successful outcome of above
provided sufficient appropriate evidence to validate the referred actions and accordingly no adjustments have been
Company’s assessment about the carrying value of the made to the carrying value of the assets and liabilities and their
deferred tax asset and consequential adjustments required, presentation and classification in the Balance Sheet.
if any, to these Consolidated Ind AS financial statements.
7. As stated in note 59, the Company has incurred Responsibilities of Management and
expenditure aggregating ` 10,401 lakh for development Those Charged with Governance for the
of customised software for its operations and recording of Consolidated Ind AS Financial Statements
transactions which has been carried as intangible asset The Parent’s Board of Directors is responsible for the matters stated
under development as at March 31, 2019. The Company in section 134(5) of the Act with respect to the preparation of
has not performed an impairment assessment as required these Consolidated Ind AS Financial Statements that give a true
by Ind AS 36 – ‘Impairment of Assets’ which requires the and fair view of the consolidated financial position, consolidated
Company to determine whether the economic benefit in financial performance including other comprehensive income,
respect of this intangible asset shall be available to the consolidated cash flows and consolidated changes in equity
241
of the Group including its Associates and joint ventures in the Management and our opinion on the consolidated financial
accordance with the Ind AS and other accounting principles statements, in so far as it relates to the amounts and disclosures
generally accepted in India. The respective Board of Directors included in respect of these subsidiaries and joint ventures, and
of the companies included in the Group and of its associates our report in terms of subsection (3) of Section 143 of the Act, in
and joint ventures are responsible for maintenance of adequate so far as it relates to the aforesaid subsidiaries and joint ventures
accounting records in accordance with the provisions of the is based solely on the reports of the other auditors.
Act for safeguarding the assets of the Group and its associates
Reporting on comparatives in case of first
and joint ventures and for preventing and detecting frauds and
Ind AS financial statements
other irregularities; selection and application of appropriate
accounting policies; making judgments and estimates that The comparative financial information of the Group for the year
are reasonable and prudent; and design, implementation and ended March 31 2018 and the transition date opening balance
maintenance of adequate internal financial controls, that were sheet as at April 1, 2017 included in these Consolidated Ind
operating effectively for ensuring the accuracy and completeness AS financial statements, are based on the statutory financial
of the accounting records, relevant to the preparation and statements prepared in accordance with the Companies
presentation of the financial statements that give a true and fair (Accounting Standards) Rules, 2006 audited by one of the joint
view and are free from material misstatement, whether due to fraud auditors whose report for the year ended March 31, 2018 and
or error, which have been used for the purpose of preparation March 31, 2017 dated April 30, 2018 and May 3, 2017 respectively
of the consolidated financial statements by the Directors of the expressed an unmodified opinion on those Consolidated
Parent, as aforesaid. financial statements, and have been restated to comply with
Ind AS. We were engaged to jointly audit the adjustments made
In preparing the consolidated financial statements, the respective to the previously issued said financial information prepared in
Board of Directors of the companies included in the Group and accordance with the Companies (Accounting Standards) Rules,
of its associates and joint ventures are responsible for assessing 2006 to comply with Ind AS. In view of the matters reported in
the ability of the Group and of its associates and joint ventures to paragraphs 2, 3, 4 and 5 of the ‘Basis for Disclaimer of Opinion’
continue as a going concern, disclosing, as applicable, matters section above, we are unable to comment whether any further
related to going concern and using the going concern basis of Ind AS adjustments are required to the balances in respect of the
accounting unless the management either intends to liquidate or years ended March 31, 2018 and 2017.
cease operations, or has no realistic alternative but to do so.
Report on Other Legal and Regulatory
The respective Board of Directors of the companies included Requirements
in the Group and of its associates and joint ventures are also 1. As required by Section 143(1), we report that:
responsible for overseeing the financial reporting process of the
Group and of its associates and joint ventures. a. We are unable to comment whether the loans referred
in paragraph 3.b in the Basis for Disclaimer of Opinion
Auditor’s Responsibility for the Audit section above have been properly secured and hence
of the Consolidated Ind AS Financial these loans may have been granted in a manner that
Statements is prejudicial to the interest of the Company or its
Our responsibility is to conduct an audit of the Group’s members, for the reasons stated therein. Further, in
Consolidated Ind AS financial statements in accordance with respect to loans referred to in paragraphs 1, 2 and
Standards on Auditing and to issue an auditor’s report. However, 3.b in the Basis for Disclaimer of Opinion section
because of the matters described in the Basis for Disclaimer of above, we are unable to comment whether the terms
Opinion section of our report, we were not able to obtain sufficient on which these have been made are prejudicial to
appropriate audit evidence to provide a basis for an audit opinion the interest of the Company or its members, for the
on these Consolidated Ind AS financial statements. reasons stated therein.
We are independent of the Group in accordance with the ethical b. We refer to the matter described in paragraph
requirements that are relevant to our audit of the consolidated 3.a in the Basis for Disclaimer of Opinion section
financial statements and we have fulfilled our other ethical above, regarding multiple accounting entries which
responsibilities in accordance with these requirements. were initially recorded in certain customer accounts
for receipts despite the cheques or negotiable
Other Matters instruments not been deposited in the bank(s) and
We did not audit the financial statements of two subsidiaries, subsequently reversed, which initial recording are
whose financial statements reflect total assets of ` 7,129 lakh represented merely by book entries and in our opinion
as at March 31, 2019, total revenues of ` 3 lakh and net cash may be prejudicial to the interest of the Company.
outflows amounting to ` 0.59 lakh for the year ended on that date,
2. As required by Section 143(3) of the Act, based on our audit
as considered in the Consolidated Ind AS financial statements.
and on the consideration of the reports of the other auditors
The consolidated financial statements also include the Group’s
on the separate financial statements of the subsidiaries and
share of net loss of ` 520 lakh for the year ended March 31, 2019,
joint ventures referred to in the Other Matters section above,
as considered in the consolidated financial statements, in respect
we report, to the extent applicable, that:
of two joint ventures, whose financial statements have not been
audited by us. These financial statements have been audited a) As described in the Basis for Disclaimer of Opinion
by other auditors whose reports have been furnished to us by section above, we have sought but were unable to

1 2 3
obtain all the information and explanations which to internal financial controls over financial reporting for
the best of our knowledge and belief were necessary the reasons stated therein.
for the purposes of our audit.
i) With respect to the other matters to be included in the
b) Due to the possible effects of the matter described in Auditor’s Report in accordance with the requirements
the Basis for Disclaimer of Opinion section above, we of section 197(16) of the Act, as amended, the
are unable to state whether proper books of account remuneration paid by the Parent to its directors
as required by law have been kept by the Company during the year is in accordance with the provisions
so far as it appears from our examination of those of section 197 of the Act.
books and the reports of the other auditors.
j) Other than the possible effects of the matter
c) The Consolidated Balance Sheet, the Consolidated described in the Basis for Disclaimer of Opinion
Statement of Profit and Loss including Other paragraph above, with respect to the other matters to
Comprehensive Income, the Consolidated Cash Flow be included in the Auditor’s Report in accordance with
Statement and Consolidated Statement of Changes in Rule 11 of the Companies (Audit and Auditors) Rules,
Shareholders’ Equity dealt with by this Report are in 2014, as amended, in our opinion and to the best of
agreement with the relevant books of account for the our information and according to the explanations
purpose of preparation of the consolidated financial given to us:
statements.
i. The Group has disclosed the impact of
d) Due to the possible effects of the matter described pending litigations on its financial position in its
in the Basis for Disclaimer of Opinion section Consolidated Ind AS financial statements;
above, we are unable to state whether, the aforesaid
ii. The Group has made provision, as required
Consolidated Ind AS financial statements comply with
under the applicable law or accounting
the Indian Accounting Standards prescribed under
standards, for material foreseeable losses, if
section 133 of the Act.
any, on long-term contracts including derivative
e) The matter described in the Basis for Disclaimer contracts;
of Opinion section above and in the Material
iii. There has been no delay in transferring
uncertainty related to Going Concern section above,
in our opinion, may have an adverse effect on the amounts, required to be transferred, to the
functioning of the Group. Investor Education and Protection Fund by the
Parent and its subsidiary companies, associate
f) On the basis of the written representations received companies and joint venture companies
from the directors of the Parent, taken on record incorporated in India except that there has been
by the Board of Directors of the Company, and the a delay ranging from 1 to 16 days in transferring
reports of the statutory auditors of its subsidiary unclaimed public deposits aggregating ` 7 lakh.
companies, associate companies and joint venture
companies incorporated in India, none of the For CHATURVEDI & SHAH LLP
directors of the Group companies, its associate Chartered Accountants
companies and joint venture companies incorporated (Firm’s Registration No. 101720W/W-100355)
in India is disqualified as on March 31, 2019 from
being appointed as a director in terms of Section 164
Jignesh Mehta
(2) of the Act.
Partner
g) The reservation relating to the maintenance of Membership No. 102749
accounts and other matters connected therewith UDIN - 19102749AAABPU2017
are as stated in the Basis for Disclaimer of Opinion
section above. For DELOITTE HASKINS & SELLS LLP
h) With respect to the adequacy of the internal financial Chartered Accountants
controls over financial reporting of the Company (Firm’s Registration No. 117366W/W- 100018)
and the operating effectiveness of such controls,
refer to our separate Report in “Annexure A” which Abhijit A. Damle
is based on the auditors’ reports of the Parent, Partner
subsidiary companies, associate companies and Membership No. 102912
joint venture companies incorporated in India. Our UDIN - 19102912AAAABS8038
report expresses adverse opinion on the Group’s Mumbai, dated: July 22, 2019
243
Annexure “A” to the Independent Auditors’ Report

(Referred to in paragraph 2(h) under ‘Report on Other Legal and Regulatory Requirements’ of our report of even date)
Report on the Internal Financial Controls Over Financial Our audit involves performing procedures to obtain audit evidence
Reporting under Clause (i) of Sub-section 3 of Section 143 about the adequacy of the internal financial controls system over
of the Companies Act, 2013 (“the Act”) financial reporting and their operating effectiveness. Our audit
We have audited the internal financial controls over financial of internal financial controls over financial reporting included
reporting of Dewan Housing Finance Corporation Limited (“the obtaining an understanding of internal financial controls over
Parent” or “the Company”) and its subsidiary companies (the financial reporting, assessing the risk that a material weakness
Parent and its subsidiaries together referred to as “the Group”), exists, and testing and evaluating the design and operating
its associate companies and joint ventures, which are companies effectiveness of internal control based on the assessed risk.
incorporated in India, as of March 31, 2019 in conjunction with The procedures selected depend on the auditor’s judgement,
our audit of the Consolidated Ind AS financial statements of the
including the assessment of the risks of material misstatement of
Company for the year ended on that date.
the financial statements, whether due to fraud or error.
Management’s Responsibility for Internal We believe that the audit evidence we have obtained and the
Financial Controls audit evidence obtained by the other auditors of the subsidiary
The respective Board of Directors of the Parent, its subsidiary companies and joint ventures, which are companies incorporated
companies, its associate companies and joint ventures, which are in India, in terms of their reports referred to in the Other Matters
companies incorporated in India, are responsible for establishing paragraph below, is sufficient and appropriate to provide a basis
and maintaining internal financial controls based on the internal for our adverse audit opinion on the internal financial controls
control over financial reporting criteria established by the system over financial reporting of the Parent, its subsidiary
respective companies considering the essential components of companies, its associate companies and joint ventures, which are
internal control stated in the Guidance Note on Audit of Internal companies incorporated in India.
Financial Controls Over Financial Reporting issued by the Institute
of Chartered Accountants of India (ICAI)”. These responsibilities Meaning of Internal Financial Controls
include the design, implementation and maintenance of adequate Over Financial Reporting
internal financial controls that were operating effectively for A company’s internal financial control over financial reporting is
ensuring the orderly and efficient conduct of its business, including a process designed to provide reasonable assurance regarding
adherence to the respective company’s policies, the safeguarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
of its assets, the prevention and detection of frauds and errors,
accepted accounting principles. A company’s internal financial
the accuracy and completeness of the accounting records, and
control over financial reporting includes those policies and
the timely preparation of reliable financial information, as required
procedures that (1) pertain to the maintenance of records that, in
under the Companies Act, 2013. reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable
Auditor’s Responsibility assurance that transactions are recorded as necessary to
Our responsibility is to express an opinion on the internal financial permit preparation of financial statements in accordance with
controls over financial reporting of the Parent, its subsidiary generally accepted accounting principles, and that receipts and
companies, its associate companies and its joint ventures, which expenditures of the company are being made only in accordance
are companies incorporated in India, based on our audit. We with authorisations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or
conducted our audit in accordance with the Guidance Note on
timely detection of unauthorised acquisition, use, or disposition
Audit of Internal Financial Controls Over Financial Reporting (the
of the company’s assets that could have a material effect on the
“Guidance Note”) issued by the Institute of Chartered Accountants financial statements.
of India and the Standards on Auditing, prescribed under Section
143(10) of the Companies Act, 2013, to the extent applicable to Inherent Limitations of Internal Financial
an audit of internal financial controls. Those Standards and the Controls Over Financial Reporting
Guidance Note require that we comply with ethical requirements Because of the inherent limitations of internal financial controls
and plan and perform the audit to obtain reasonable assurance over financial reporting, including the possibility of collusion or
about whether adequate internal financial controls over financial improper management override of controls, material misstatements
reporting was established and maintained and if such controls due to error or fraud may occur and not be detected. Also,
operated effectively in all material respects. projections of any evaluation of the internal financial controls over

1 2 3
financial reporting to future periods are subject to the risk that Adverse Opinion
the internal financial control over financial reporting may become In our opinion, to the best of our information and according to
inadequate because of changes in conditions, or that the degree the explanations given to us and based on the consideration of
of compliance with the policies or procedures may deteriorate. the reports of the other auditors referred to in the Other Matters
Basis for Adverse Opinion paragraph below, possible effects of the matters described in the
According to the information and explanations given to us and disclaimer of opinion paragraph of our report on the Consolidated
based on our audit, the following material weaknesses have been Ind AS financial statements and in view of the material
identified in the Parent’s internal financial controls over financial weaknesses described in Basis for Adverse Opinion paragraph
reporting as at March 31, 2019: above on the achievement of the objectives of the control criteria,
the Parent and its subsidiary companies, associate companies
(a) The internal controls for compliance with the policies project/ and joint ventures which are companies incorporated in India
mortgage loans were not operating effectively considering have not maintained adequate and effective internal financial
lack of documentation/ documentation deficiency (including controls over financial reporting as of March 31, 2019, based on
requisite approvals) for certain project/ mortgage loans.
the internal control over financial reporting criteria established by
(b) Inadequate internal financial controls over financial the Company considering the essential components of internal
reporting over recording appropriate entries when entries control stated in the Guidance Note on Audit of Internal Financial
have been passed in customer and bank accounts despite Controls Over Financial Reporting issued by the Institute of
cheques/negotiable instruments not being deposited in the Chartered Accountants of India.
bank(s).
We have considered the material weaknesses identified and
(c) The Company did not have appropriate internal controls for reported above in determining the nature, timing, and extent
compliance with the policies and systems (including related of audit tests applied in our audit of the Consolidated Ind AS
documentation) for issuance and rollover of the ICDs.
financial statements of the Group for the year ended March 31,
(d) The Company did not have appropriate internal controls for 2019, and these material weaknesses have affected our opinion
determination and review of the fair value calculations in on the said Consolidated Ind AS financial statements of the Group
respect of project and wholesale mortgage loans. and we have issued a disclaimer of opinion on the Consolidated
Ind AS financial statements of the Group.
(e) The Company did not have appropriate internal controls for
assessment of probability of utilization of the deferred tax Other Matters
asset. Our aforesaid report under Section 143(3)(i) of the Act on the
(f) The Company did not have appropriate internal controls for adequacy and operating effectiveness of the internal financial
assessment of impairment in respect of intangible assets controls over financial reporting insofar as it relates to two
under development. subsidiary companies, and two joint ventures, which are companies
incorporated in India, is based solely on the corresponding reports
(g) Inadequate entity level controls with regards to assessment
of the auditors of such companies incorporated in India.
and closure of the matters emanating out of allegations
against the Company including identification of related Our opinion is not modified in respect of the above matter.
parties and consequential disclosures.
(h) The Company did not have appropriate internal controls For CHATURVEDI & SHAH LLP
for ensuring compliance of sanctioned terms of project Chartered Accountants
loans including monitoring of the end use of the funds by (Firm’s Registration No. 101720W/W-100355)
the borrowers, as included in sanction terms and specified
by the Finance Committee, and non-initiation of action as Jignesh Mehta
stipulated in the loan agreements despite breach of certain Partner
contracted terms. Membership No. 102749
(i) The Company did not have appropriate internal controls

for review of the historical data of non-performing assets For DELOITTE HASKINS & SELLS LLP
used for the purpose of developing the expected credit loss Chartered Accountants
model for loans carried at amortised cost. (Firm’s Registration No. 117366W/W- 100018)
A ‘material weakness’ is a deficiency, or a combination of

deficiencies, in internal financial control over financial reporting,
Abhijit A. Damle
such that there is a reasonable possibility that a material Partner
misstatement of the company’s annual or interim financial Membership No. 102912
statements will not be prevented or detected on a timely basis. Mumbai, dated: July 22, 2019
245
Consolidated Balance Sheet

as at March 31, 2019
(` in Lakh)
Notes As at As at As at
ASSETS
Financial assets
Cash and Cash Equivalents 5 125,967 192,309 279,494
Other Bank Balances 5 174,101 103,041 81,807
Receivables 7 476 4,274 247
Housing and Other loans:- 8
At amortised cost 6,634,882 9,245,792 7,228,396
At Fair Value 3,162,815 65,670 -
9,797,697 9,311,462 7,228,396
Investments 9 248,722 812,033 1,352,367
Other Financial Assets 10 109,125 76,648 37,993
Total Financial Assets 10,473,201 10,508,490 8,986,634
Current Tax Assets (Net) 11 37,020 14,730 8,463
Deferred Tax Assets 12 43,396 9,563 19,244
Property, Plant and Equipment 13 78,293 84,228 20,435
Capital Work-in-progress 13 - - 54,615
Intangible Assets under Development 14 10,401 12,905 8,762
Other Intangible Assets 14 8,175 751 454
Other Non-Financial Assets 15 9,714 3,780 2,989
Total Non-Financial Assets 186,999 125,957 114,962
Total Assets 10,660,200 10,634,447 9,101,596
LIABILITIES AND EQUITY
LIABILITIES
Trade Payables 16
(i) Total outstanding dues of micro enterprises and small
- - -
enterprises
(ii) Total outstanding dues of creditors other than micro
10,211 10,414 4,822
enterprises and small enterprises
Debt Securities 17 4,567,050 3,608,092 3,319,820
Borrowings (Other than Debt Securities) 18 4,060,421 4,511,414 4,043,062
Deposits 19 658,840 965,244 636,572
Subordinated Liabilities 20 113,581 113,184 63,996
Other Financial Liabilities 21 408,769 495,596 213,288
Total Financial Liabilities 9,849,123 9,717,525 8,293,258
Provisions 22 1,015 629 67
Other Non-Financial Liabilities 23 16,325 16,492 10,804
Total Non-Financial Liabilities 17,340 17,121 10,871
Total Liabilities 9,866,463 9,734,646 8,304,129
EQUITY
Equity 24 31,382 31,366 31,315
Other Equity 25 762,355 868,435 766,152
Total Equity 793,737 899,801 797,467
Total Liabilities and Equity 10,660,200 10,634,447 9,101,596
For Chaturvedi & Shah llp For Deloltte Haskins & Sells LLP Kapil Wadhawan Dheeraj Wadhawan
Chartered Accountants Chartered Accountants Chairman & Managing Director DIN – 00096026
ICAI FRN : 101720W/W-100355 ICAI FRN : 117366W/W-100018 DIN – 00028528 Director
Partner Partner DIN – 00163959 DIN – 07139051

Place: Mumbai DIN – 00449318 DIN – 03359570

1 2 3
Consolidated Statement of Profit and Loss

(` in Lakh)
Notes Year Ended Year Ended
March 31, 2019 March 31, 2018
Revenue from Operations
a) Interest Income 26 1,230,771 933,634
b) Dividend Income 27 1,074 13,658
c) Fees and Commission Income 28 27,547 37,209
d) Net gain on fair value changes 29 - 42,018
e) Net gain on derecognition of financial instruments under amortised cost category 30 20,583 47,719
f) Other Operating Revenue 31 8,239 10,702
Total Revenue from Operations 1,288,214 1,084,940
Other Income 32 2,952 4,173
Total Income 1,291,166 1,089,113
Expenses
Finance Costs 33 941,691 774,402
Net loss on fair value changes 29 245,837 -
Impairment on Financial Instruments 34 100,897 62,968
Employee Benefit Expense 35 48,533 37,025
Depreciation and Amortisation Expense 13/14 5,115 2,763
Other Expenses 36 59,494 41,396
Total Expenses 1,401,567 918,554
(Loss) / Profit before Share of Net Profits of Associates and Joint Ventures and Tax (110,401) 170,559
Tax Expense 37
- Current Tax 53,832 48,362
- Deferred Tax (65,840) (2,259)
Total Tax Expense (12,008) 46,103
Net (Loss) / Profit After Tax before share of Net Profits of Associates and Joint Ventures (98,393) 124,456
Share of Net Profits of Associates and Joint Ventures 1,802 1,876
Net (Loss) / Profit After Tax (Fully attributable to owners of the Parent) (96,591) 126,332
Other comprehensive income
(A) Items that will not be reclassified to profit or loss
(i) Remeasurements of the defined employee benefit plans 129 (301)
(ii) Share of other comprehensive income of associates and joint ventures (5) (16)
(iii) Income tax relating to items that will not be reclassified to profit or loss (36) 84
Subtotal (A) 88 (233)
(B) Items that will be reclassified to profit or loss
(i) Cash flow hedge 2,506 115
(ii) Income tax relating to items that will be reclassified to profit or loss (701) (32)
Subtotal (B) 1,805 83
Other Comprehensive Income (A + B) (Fully attributable to owners of the Parent) 1,893 (150)
Total Comprehensive Income (Fully attributable to owners of the Parent) (94,698) 126,182
Earnings per Equity Share 38
Basic (`) (30.78) 40.29
Diluted (`) (30.78) 40.11

247
Consolidated Cash Flow Statement

(` in Lakh)
Particulars Year Ended March 31, 2019 Year Ended March 31, 2018
A. CASH FLOW FROM OPERATING ACTIVITIES
Net (Loss) / Profit before Tax (110,401) 170,559
Adjustments for:
Depreciation and Amortisation 5,115 2,763
Share Based Payments to Employees 1,533 2,441
Loss on Sale of Property, Plant and Equipments 5,178 61
Dividend Income (1,074) (13,658)
Interest Income from Investments (3,575) (4,040)
Other Interest Income (18,499) (22,100)
Interest Expense 2,406 2,207
Gain on Dilution of Investment (1,085) (2,739)
Net loss / (Gain) on Fair Value Changes 245,837 (42,018)
Net loss / (gain) on Derecognition of Financial 8,805 (1,230)
Instruments under Amortised Cost Category
Impairment on Financial Instruments 100,897 62,968
Security Deposit w/off 1,215 -
Operating Profit before Working Capital Changes 236,352 155,214
Adjustments for:
(Decrease) / Increase in other Non Financial Liabilities (167) 5,688
(Decrease) / Increase in other Financial Liabilities (85,628) 282,087
Increase in Provisions 386 562
Decrease / (Increase) in Trade Receivables 3,798 (4,027)
(Decrease) / Increase in Trade Payable (203) 5,592
(Increase) in other Financial Asset (36,290) (38,356)
(Increase) in other Bank Balances (71,060) (21,234)
(Increase) in other Non Financial Asset (25,623) (6,607)
Cash generated from Operations during the Year 21,565 378,919
Taxes Paid (43,516) (41,163)
Net cash flow generated from operations before (21,951) 337,756
movement in housing and other loans
Housing and Other Property Loans Disbursed (Net) (851,612) (2,151,311)
Net Cash used in Operating Activities [A] (873,563) (1,813,555)
B. CASH FLOW FROM INVESTING ACTIVITIES
Dividend income 1,235 13,731
Interest Income 24,627 25,793
Investment in associates - (7,736)
Proceeds from sale of investments (net) 596,090 595,658
Capital Expenditure on Fixed Assets (8,538) (18,385)
Proceeds from Sale of Fixed Assets 61 21
Net Cash generated from Investing Activities [B] 613,475 609,082

1 2 3
Consolidated Cash Flow Statement

(` in Lakh)
Particulars Year Ended March 31, 2019 Year Ended March 31, 2018
C. CASH FLOW FROM FINANCING ACTIVITIES
Issue of Equity Shares at Premium 19 514
Proceeds from Perpetual Debts - 50,000
Proceeds from Redeemable Non Convertible Debentures 1,909,814 156,502
Repayment of Redeemable Non Convertible Debentures (407,073) (174,977)
(Repayment) of / Proceeds from Commercial Paper (520,000) 305,500
Proceeds from Term Loan 152,500 1,075,000
Repayment of Term Loan (733,163) (738,011)
Proceeds from Other Borrowings (net) 111,839 130,894
Public / Other Deposits (repaid)/received (net) (310,752) 334,486
Dividend & Dividend Distribution Tax Paid (9,438) (22,620)
Net cash generated from Financing Activities [C] 193,746 1,117,288
Net (Decrease) in Cash & Cash Equivalents (A+B+C) (66,342) (87,185)
Cash & Cash Equivalents at the beginning of the year 192,309 279,494
Cash & Cash Equivalents at the Close of the Year (Refer Note 5) 125,967 192,309


249
Consolidated Statement of Changes in Equity
A. EQUITY SHARE CAPITAL (` in Lakh)

Particulars Total
Balance as at April 01, 2017 31,315
Changes in equity share capital during the year
Changes in equity share capital during the year

B. OTHER EQUITY (` in Lakh)
Particulars Reserves and Surplus
Capital Securities Debenture Retained General Special Employee OCI-Cash- Total
Reserve Premium Redemption Earnings Reserve Reserve Stock Option flow hedge
Reserve Outstanding reserve
Balance as at April 1, 2017 2,451 219,909 117,000 158,381 116,522 156,399 1,210 (5,720) 766,152
Profit for the year - - - 126,332 - - - - 126,332
Other Comprehensive income for the year - - - (233) - - - 83 (150)

Transfer to Special Reserve - - - (27,500) - - - - (27,500)
Transfer to General Reserve - - - (20,000) - - - - (20,000)
Transfer from Retained Earnings - - - - 20,000 27,500 - - 47,500
Dividends - - - (22,659) - - - - (22,659)
On shares allotted upon exercise of stock options by the Employees - 265 - - - - - - 265
Expense during the year - - - - - - 1,834 - 1,834
Utilised during the year (2,451) - - - (1,351) - - - (3,802)
Profit for the year - - - (96,591) - - - - (96,591)
Other Comprehensive Income for the year - - - 88 - - - 1,805 1,893
Dividends - - - (9,487) - - - - (9,487)
On shares allotted upon exercise of stock options by the Employees - 245 - - - - - - 245
Expense during the year - - - - - - 1,288 - 1,288
Utilised during the year - - - - (3,438) - - - (3,438)
Employees Stock Appreciation Rights of associates - - - 7 - - - - 7

For Chaturvedi & Shah llp For Deloltte Haskins & Sells LLP Kapil Wadhawan Dheeraj Wadhawan Alok Kumar Misra
Chartered Accountants Chartered Accountants Chairman & Managing Director DIN – 00096026 DIN – 00163959
ICAI FRN : 101720W/W-100355 ICAI FRN : 117366W/W-100018 DIN – 00028528 Director Director
Jignesh Mehta Abhijit A. Damle Dr. Deepali Pant Joshi Sunjoy Josh Srinath Sridharan
Partner Partne DIN – 07139051 DIN – 00449318 DIN – 03359570
ICAI MN : 102749 ICAI MN : 102912 Director Director Director
Place: Mumbai
Date: July 22, 2019
1 2 3
Notes
forming part of the Consolidated financial statements for the year ended March 31, 2019
1. Corporate information / or disclosure in these financial statements has been

Dewan Housing Finance Corporation Limited (‘DHFL’), ‘the accordingly determined except for share based payment
Company’ was incorporated in India on April 11, 1984 and transactions, leasing transactions and certain other
has been carrying on, as its main business of providing transactions that are required to be valued in accordance
loans to Retail customers for construction or purchase with Ind AS 102, Ind AS 17 and Ind AS 36, respectively.
of residential property, loans against property, loans to
real estate developers and loans to SMEs. The Company 2.2 Basis of Consolidation
is registered with National Housing Bank (NHB) under The Company consolidates all entities which are controlled
Section 29A of the National Housing Bank Act, 1987. DHFL by it. The Company establishes control when; it has power
is the holding company and has invested in two subsidiary over the entity, is exposed, or has rights, to variable returns
company, two associates and two joint venture companies. from its involvement with the entity and has the ability to
affect the entity’s returns by using its power over relevant
2. Significant Accounting Policies activities of the entity.
2.1 Basis of Preparation and Presentation
Generally, there is a presumption that a majority of voting
The consolidated financial statements (“financial
rights result in control. To support this presumption and
statements”) have been prepared under historical cost
when the Company has less than a majority of the voting
convention on an accrual basis in accordance with the
or similar rights of an investee, the Company considers all
Indian Accounting Standards (“Ind AS”) and the relevant
relevant facts and circumstances in assessing whether it
provisions of the Companies Act, 2013 (the “Act”) (to
has power over an investee, including:
the extent notified). The Ind AS are prescribed under
Section 133 of the Act read with Rule 3 of the Companies • The contractual arrangement with the other vote
(Indian Accounting Standards) Rules, 2015 and relevant holders of the investee.
amendment Rules issued thereafter.
• Rights arising from other contractual arrangements.
Effective April 01, 2018, the Group (consists of Dewan • The Company’s voting rights and potential voting
Housing Finance Corporation Limited (the “Company”) and rights.
its subsidiaries constitute “the Group”) has adopted the
• The size of the Company’s holding of voting rights
Ind AS and the adoption was carried out in accordance
relative to the size and dispersion of the holdings of
with Ind AS 101 “First-time Adoption of Indian Accounting
the other voting rights holders.
Standards” with April 01, 2017 being the transition date.
The transition was carried out from Indian Accounting The Company re-assesses whether or not it controls an
Principles generally accepted in India as prescribed under investee if facts and circumstances indicate that there are
Section 133 of the Act, read with Rule 7 of the Companies changes to one or more of the three elements of control.
(Accounts) Rules, 2014 (“IGAAP”), which was the previous Entities controlled by the Company are consolidated from
GAAP. the date control commences until the date control ceases.
All inter‐Company transactions, balances and income and
These financial statements have been prepared on a going expenses are eliminated in full on consolidation.
concern basis. (Also refer note 54).
Changes in the Company’s interests in subsidiaries that do
Historical cost convention not result in a loss of control are accounted for as equity
Historical cost is generally based on the fair value of the transactions. The carrying amount of the Company’s
consideration given in exchange for goods and services. The interests and the non‐controlling interests are adjusted
financial statements have been prepared on the historical to reflect the changes in their relative interests in the
cost basis except for certain financial instruments that are subsidiaries. Any difference between the amount by which
measured at fair values at the end of each reporting period the non‐controlling interests are adjusted and the fair value
as required under Ind AS 109 “Financial Instruments”. of the consideration paid or received is recognised directly
in equity and attributed to shareholders of the Company.
Fair value is the price that would be received to sell an asset
or paid to transfer a liability in an orderly transaction between Consolidated financial statements are prepared using
market participants at the measurement date, regardless uniform accounting policies for like transactions and other
of whether that price is directly observable or estimated events in similar circumstances. If a member of the Company
using another valuation technique. The measurement and uses accounting policies other than those adopted in the
251
Notes
consolidated financial statements for like transactions and losses resulting from intragroup transactions that are
events in similar circumstances, appropriate adjustments recognised in assets, are eliminated in full). Intragroup
are made to that Company member’s financial statements losses may indicate an impairment that requires
in preparing the consolidated financial statements to ensure recognition in the consolidated financial statements.
conformity with the Company’s accounting policies. Ind AS 12 Income Taxes applies to temporary
differences that arise from the elimination of profits
2.3 Consolidation procedure: and losses resulting from intragroup transactions.
(a) Combine like items of assets, liabilities, equity,
income, and expenses of the parent with those of its Profit or loss and each component of OCI are
subsidiaries. For this purpose, income and expenses attributed to the equity holders of the parent of the
of the subsidiary are based on the amounts of the Group and to the non-controlling interests, even if this
assets and liabilities recognised in the consolidated results in the non-controlling interests having a deficit
financial statements at the acquisition date. balance.
(b) Offset (eliminate) the carrying amount of the parent’s When necessary, adjustments are made to the
investment in each subsidiary and the parent’s portion financial statements of subsidiaries to bring their
of equity of each subsidiary. accounting policies in line with the Company’s
accounting policies. All intra-group assets, liabilities,
(c) Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating
equity, income, expenses and cash flows relating to to transactions between members of the Group are
transactions between entities of the Group (profits or eliminated in full on consolidation.
Details of Companies Consolidated in these consolidated financial statements

Name of the Company Type Country of Holding As at Holding As at
Incorporation March 31, 2019 March 31, 2018
DHFL Advisory & Investments Pvt. Ltd. Subsidiary India 100.00% 100.00%
DHFL Holdings Ltd. Subsidiary India 100.00% -
DHFL Pramerica Asset Managers Pvt. Ltd. Joint Ventures India 50.00% 50.00%
DHFL Pramerica Trustees Pvt. Ltd. Joint Ventures India 50.00% 50.00%
Aadhar Housing Finance Ltd. (Formerly known Associate India 9.15% 9.15%
as DHFL Vysya Housing Finance Ltd.)
Avanse Financial Services Ltd. Associate India 30.63% 31.49%
2.4 Business Combinations and Goodwill At the acquisition date, the identifiable assets acquired and
In accordance with Ind AS 101 provisions related to first the liabilities assumed are recognised at their acquisition
time adoption, the Company has elected to apply Ind AS date fair values. For this purpose, the liabilities assumed
accounting for business combinations prospectively from include contingent liabilities representing present obligation
April 01, 2017. As such, Indian GAAP balances relating and they are measured at their acquisition fair values
to business combinations entered into before that date, irrespective of the fact that outflow of resources embodying
including goodwill, have been carried forward. economic benefits is not probable. However, the following
assets and liabilities acquired in a business combination
Business combinations except under common control are measured at the basis indicated below:
are accounted for using the acquisition method. The cost
of an acquisition is measured as the aggregate of the • Deferred tax assets or liabilities, and the assets or
consideration transferred measured at acquisition date fair liabilities related to employee benefit arrangements
value and the amount of any non-controlling interests in the are recognised and measured in accordance with Ind
acquiree. For each business combination, the Company AS 12 Income Tax and Ind AS 19 Employee Benefits
measures the non-controlling interests in the acquiree at the respectively.
proportionate share of the acquiree’s identifiable net assets. • Assets (or disposal groups) that are classified as held
Acquisition-related costs are expensed as incurred. for sale in accordance with Ind AS 105 non-current

1 2 3
Notes
assets held for sale and discontinued operations are or more events that occurred after the initial recognition of
measured in accordance with that standard. the net investment in an associate or a joint venture and
that event (or events) has an impact on the estimated future
2.5 Investment in Associate or Joint Venture
cash flows from the net investment that can be reliably
An associate is an entity over which the Group has estimated. If there exists such an objective evidence of
significant influence. Significant influence is the power to impairment, then it is necessary to recognise impairment
participate in the financial and operating policy decisions loss with respect to the Group’s investment in an associate
of the investee, but is not control or joint control over those or a joint venture.
policies.
When necessary, the entire carrying amount of the
A joint venture is a joint arrangement whereby the parties investment (including goodwill) is tested for impairment
that have joint control of the arrangement have rights to in accordance with Ind AS 36 Impairment of Assets as a
the net assets of the joint arrangement. Joint control is the single asset by comparing its recoverable amount (higher
contractually agreed sharing of control of an arrangement, of value in use and fair value less costs of disposal) with
which exists only when decisions about the relevant its carrying amount, Any impairment loss recognised forms
activities require unanimous consent of the parties sharing part of the carrying amount of the investment. Any reversal
control. of that impairment loss is recognised in accordance with
Ind AS 36 to the extent that the recoverable amount of the
The results, assets and liabilities of associates or joint
investment subsequently increases.
ventures are incorporated in these consolidated financial
statements using the equity method of accounting. When a group entity transacts with an associate of the
Group, profit or losses resulting from the transactions with
Under the equity method, the investment in an associate
associate are recognised in the Group’s consolidated
or joint venture is initially recognised in the consolidated
financial statements only to the extent of interests in the
balance sheet at cost and adjusted thereafter to recognise the
associate that are not related to the Group.
Group’s share of the profit or loss and other comprehensive
income of the associate or joint venture. Distributions 2.6 Presentation of financial statements
received from associate or joint venture is recognised as
The Balance Sheet and the Statement of Profit and Loss
reduction in the carrying amount of the investments. When
are prepared and presented in the format prescribed in the
the Group’s share of losses of an associate or a joint venture
Schedule III to the Act. The Statement of Cash Flows has
exceeds the Group’s interest in that associate or joint venture
been prepared and presented as per the requirements of
(which includes any long-term interests that, in substance,
Ind AS 7 “Statement of Cash Flows”.
form part of the Group’s net investment in the associate or
joint venture), the Group discontinues recognising its share Amounts in the financial statements are presented in Indian
of further losses. Additional losses are recognised only to Rupees in Lakh. Per share data is presented in Indian
the extent that the Group has incurred legal or constructive Rupee.
obligations or made payments on behalf of the associate or
joint venture. 2.7 Revenue recognition
Revenue is recognised to the extent that it is probable
An investment in an associate or a joint venture is
that the economic benefits will flow to the Group and
accounted for using the equity method from the date on
the revenue can be reliably measured and there exists
which the investee becomes an associate or a joint venture.
reasonable certainty of its recovery. Revenue is measured
On acquisition of the investment in an associate or a joint
at the fair value of the consideration received or receivable,
venture, any excess of the cost of the investment over
as applicable.
the Group’s share of the net fair value of the identifiable
assets and liabilities of the investee is recognised as
a. Interest Income
goodwill, which is included within the carrying amount of
the investment. Any excess of the Group’s share of the net The main source of revenue for the Group is Income
fair value of the identifiable assets and liabilities over the from Housing and Other property loans. Repayment
cost of the investment, after reassessment, is recognised of housing and property loan is generally by way of
directly in equity as capital reserve in the period in which Equated Monthly Instalments (EMIs) comprising of
the investment is acquired. After application of the equity principal and interest. EMIs generally commence
method of accounting, the Group determines whether there once the entire loan is disbursed. Pending
any is objective evidence of impairment as a result of one commencement of EMIs, pre-EMI interest is payable
every month/quarter/annual, as applicable, on the
253
Notes
loan that has been disbursed. Interest is calculated benefits associated with the item will flow to the Group and
either on annual rest or on monthly rest on the basis the cost of the item can be measured reliably. PPE is stated
of agreed terms with the borrowers. at cost less accumulated depreciation and impairment
losses, if any. The cost of PPE is its purchase price net of
Interest income on housing and property loans and any trade discounts and rebates, any import duties and
other financial instruments carried at amortised cost other taxes (other than those subsequently recoverable from
is recognised on a time proportion basis taking into the tax authorities), any directly attributable expenditure
account the amount outstanding and the effective on making the PPE ready for its intended use, other
interest rate (“EIR”) applicable. incidental expenses and interest on borrowing attributable
to acquisition of qualifying PPE upto the date the asset is
The EIR considers all fees, charges, transaction
ready for its intended use.
costs, and other premiums or discounts that are
incremental and directly attributable to the specific
An item of property, plant and equipment is derecognised
financial instrument at the time of its origination.
upon disposal or when no future economic benefits are
The financial assets that are classified at Fair Value expected to arise from the continued use of the asset.
through Statement of Profit and Loss (“FVTPL”), Any gain or loss arising on the disposal or retirement of an
transaction costs and processing fees collected are item of property, plant and equipment is determined as the
recognised in Statement of Profit and Loss at initial difference between the sales proceeds and the carrying
recognition. amount of the asset and is recognised in the Statement of
Profit and Loss.
The interest income on non-credit impaired financial
assets is calculated by applying the EIR to the gross PPE not ready for the intended use on the date of the
carrying amount (i.e. at the amortised cost of the Balance Sheet are disclosed as “capital work-in-progress”.
financial asset before adjusting for any expected
credit loss allowance). Interest income on credit- Depreciation is recognised using straight line method
impaired financial assets is calculated on net so as to write off the cost of the assets less their residual
carrying value (i.e. the gross carrying amount less the values over their useful lives specified in Schedule II to
allowance for expected credit losses (ECLs)). the Act. Depreciation method is reviewed at each financial
year end to reflect expected pattern of consumption of
b. Fee and Commission income: the future economic benefits embodied in the asset. The
Fee and commission, other than the fee that forms an estimated useful life and residual values are also reviewed
integral part of EIR, are accounted on accrual basis. at each financial year end with the effect of any change in
the estimates of useful life/residual value is accounted on
c. Dividend Income prospective basis.
Dividend income is recognised when the Group’s right
to receive dividend is established by the reporting Estimated useful life considered by the Group are:
date. Asset Estimated Useful Life
Office Equipment 5 Years
d. Investment income
Computers 3 Years
The gains/losses on sale of investments are
recognised in the Statement of Profit and Loss on Furniture and fittings 10 Years
trade date. Gain or loss on sale of investments is Vehicles 8 Years
determined on the basis of weighted average cost. Leasehold Improvements Lease Period
Leasehold Premises Lease Period
e. Other operating revenue:
Buildings 60 Years
Prepayment charges, delayed payment interest and
other such incomes where recovery is uncertain are
Intangible assets
recognized on receipt basis.
Intangible assets are recognised when it is probable that the
2.8 Property, plant and equipment and Intangible Assets future economic benefits that are attributable to the asset
will flow to the enterprise and the cost of the asset can be
Property Plant and Equipment (PPE)
measured reliably. Intangible assets are stated at original
PPE is recognised when it is probable that future economic cost net of tax/duty credits availed, if any, less accumulated

1 2 3
Notes
amortisation and cumulative impairment. Administrative If recoverable amount of an asset is estimated to be less than
and other general overhead expenses that are specifically its carrying amount, such deficit is recognised immediately
attributable to acquisition of intangible assets are allocated in the Statement of Profit and Loss as impairment loss
and capitalised as a part of the cost of the intangible assets. and the carrying amount of the asset is reduced to its
recoverable amount.
Intangible assets not ready for the intended use on the date
of Balance Sheet are disclosed as “Intangible assets under When an impairment loss subsequently reverses, the
development”. carrying amount of the asset is increased to the revised
estimate of its recoverable amount, but so that the increased
Intangible assets are amortised on straight line basis carrying amount does not exceed the carrying amount that
over the estimated useful life of 3 to 6 years. The method would have been determined had no impairment loss was
of amortisation and useful life are reviewed at the end of recognised for the asset in prior years. A reversal of an
each accounting year with the effect of any changes in the impairment loss is recognised immediately in the Statement
estimate being accounted for on a prospective basis. of Profit and Loss.
Amortisation on impaired assets is provided by adjusting 2.9 Employee benefits

the amortisation charge in the remaining periods so as
i. Defined contribution plan
to allocate the asset’s revised carrying amount over its
remaining useful life. The contribution to provident fund, pension fund,
National Pension Scheme and employee state
An intangible asset is derecognised on disposal, or when insurance scheme are considered as defined
no future economic benefits are expected from use or contribution plans and are charged as an expense in
disposal. Gains or losses arising from derecognition of the Statement of Profit and Loss based on the amount
an intangible asset, measured as the difference between of contribution required to be made as and when
the net disposal proceeds and the carrying amount of the services are rendered by the employees.
asset, are recognised in Statement of Profit and Loss when
the asset is derecognised. ii. Defined benefits plan
The Group’s Gratuity liability under the Payment
Deemed Cost of PPE on transition to Ind AS
of Gratuity Act, 1972 is determined on the basis of
For transition to Ind AS, the Group has elected to continue actuarial valuation made at the end of each financial
with the carrying value of all of its property, plant and year using the projected unit credit method.
equipment and intangible assets recognised as of April 01,
2017 (transition date) measured as per the IGAAP and use The Group’s net obligation in respect of defined
that carrying value as its deemed cost as of the transition benefit plans is calculated by estimating the amount
date. of future benefit that employees have earned in the
current and prior periods, discounting that amount
Impairment of assets (other than financial assets) and deducting the fair value of any plan assets.
As at the end of each financial year, the Group reviews
the carrying amounts of its PPE and intangible assets to The calculation of defined benefit obligations is
determine whether there is any indication that those assets performed periodically by a qualified actuary
have suffered an impairment. If such indication exists, the using the projected unit credit method. When the
PPE and intangible assets are tested for impairment so as calculation results in a potential asset for the Group,
to determine the impairment loss, if any. the recognition of the asset is limited to the present
value of economic benefits available in the form of
Impairment loss is recognised when the carrying amount any future refunds from the plan or reductions in
of an asset exceeds its recoverable amount. Recoverable future contributions to the plan.
amount is the higher of fair value less costs of disposal and
value in use. In assessing value in use, the estimated future Remeasurement of the net defined benefit liability,
cash flows are discounted to their present value using a pre- which comprise actuarial gains and losses, the return
tax discount rate that reflects current market assessments on plan assets (excluding interest) and the effect
of the time value of money and the risks specific to the asset of the asset ceiling (if any, excluding interest), are
for which the estimates of future cash flows have not been recognised immediately in Other Comprehensive
adjusted. Income (OCI). Net interest expense (income) on the
255
Notes
net defined liability (assets) is computed by applying date of inception. Leases are classified as finance leases
the discount rate, used to measure the net defined whenever the terms of the lease transfer substantially all
liability (asset), to the net defined liability (asset) at the risks and rewards of ownership to the lessee. All other
the start of the financial year after taking into account leases are classified as operating leases.
any changes as a result of contribution and benefit
payments during the year. Net interest expense and Operating Lease
other expenses related to defined benefit plans are Operating lease are recognized as expense in the
recognised in Statement of Profit and Loss. Statement of Profit and Loss in line with contractual term to
compensate the lessor’s expected inflationary cost.
iii. Short-term employee benefits
The undiscounted amount of short-term employee 2.11 Financial instruments
benefits expected to be paid in exchange for the
Recognition of Financial Instruments
services rendered by employees are recognised
during the year when the employees render the Financial instruments comprise of financial assets and
service. These benefits include performance incentive financial liabilities. Financial assets and financial liabilities
and compensated absences which are expected to are recognised in the Group’s balance sheet when the
occur within twelve months after the end of the period Group becomes a party to the contractual provisions of
in which the employee renders the related service. the instrument. Financial assets primarily comprise of loans
and advances, deposits, trade receivables and cash and
The cost of short-term compensated absences is cash equivalents. Financial liabilities primarily comprise of
accounted as under: borrowings and trade payables.
(a) in case of accumulated compensated Initial Measurement of Financial Instruments

absences, when employees render the
Recognised financial assets and financial liabilities are
services that increase their entitlement of future
initially measured at fair value. Transaction costs and
compensated absences; and
revenues that are directly attributable to the acquisition or
(b) in case of non-accumulating compensated issue of financial assets and financial liabilities (other than
absences, when the absences occur. financial assets and financial liabilities at FVTPL) are added
to or deducted from the fair value of the financial assets
iv. Other Long-term employee benefits or financial liabilities, as appropriate, on initial recognition.
Compensated absences which are not expected to occur Transaction costs and revenues directly attributable to the
within twelve months after the end of the period in which the acquisition of financial assets or financial liabilities at FVTPL
employee renders the related service are recognised as a are recognised immediately in the Statement of Profit and
liability at the present value of the defined benefit obligation Loss.
as at the balance sheet date less the fair value of the plan
assets out of which the obligations are expected to be If the transaction price differs from fair value at initial
settled. recognition, the Group will account for such difference as
follows:
v. Share-based payment arrangements
The share appreciation rights granted to employees • if fair value is evidenced by a quoted price in an
pursuant to the Group’s Stock Appreciation Rights Scheme active market for an identical asset or liability or
are measured at the fair value of the rights at the grant based on a valuation technique that uses only data
date. The fair value of the rights is treated as discount and from observable markets, then the difference is
accounted as employee compensation cost over the vesting recognised in the Statement of Profit and Loss on
period on a straight line basis. The amount recognised as initial recognition (i.e. day 1 profit or loss);
expense in each year is at based on the number of grants
expected to vest. If a grant lapses after the vesting period, • in all other cases, the fair value will be adjusted to
the cumulative discount recognised as expense in respect bring it in line with the transaction price (i.e. day 1
of such grant is transferred to Other Equity. profit or loss will be deferred by including it in the
initial carrying amount of the asset or liability).
2.10 Leases
The determination of whether an agreement is, or contains, After initial recognition, the deferred gain or loss will be
a lease is based on the substance of the agreement at the released to profit or loss on a rational basis, only to the

1 2 3
Notes
extent that it arises from a change in a factor (including swaps. Further details of derivative financial instruments are
time) that market participants would take into account when disclosed in Note 6.
pricing the asset or liability.
Derivatives are initially recognised at fair value at the date the
Classification of Financial Assets derivative contracts are entered into and are subsequently
• debt instruments that are held within a business re-measured to their fair value at the end of each reporting
model whose objective is to collect the contractual period. The resulting gain or loss is recognised in profit or
cash flows, and that have contractual cash flows loss immediately unless the derivative is designated and
that are Solely Payments of Principal and Interest effective as a hedging instrument, in which event the timing
on the principal amount outstanding (SPPI), are of the recognition in profit or loss depends on the nature of
subsequently measured at amortised cost; the hedging relationship and the nature of the hedged item.
• all other debt instruments (e.g. debt instruments Embedded derivatives

managed on a fair value basis, or held for sale) and Derivatives embedded in non-derivative host contracts
equity investments are subsequently measured at that are not financial assets within the scope of Ind AS 109
FVTPL. “Financial Instruments” are treated as separate derivatives
when their risks and characteristics are not closely related
However, the Group may make the following to those of the host contracts and the host contracts are not
irrevocable election / designation at initial recognition measured at FVTPL.
of a financial asset on an asset-by-asset basis:
Hedge Accounting
• the Group may irrevocably elect to present subsequent The Group designates certain hedging instruments,
changes in fair value of an equity investment that is which include derivatives, embedded derivatives and
neither held for trading nor contingent consideration non-derivatives in respect of foreign currency risk, as
recognised by an acquirer in a business combination either fair value hedges, cash flow hedges, or hedges of
to which Ind AS 103 applies, in OCI; and net investments in foreign operations. Hedges of foreign
exchange risk on firm commitments are accounted for as
• the Group may irrevocably designate a debt cash flow hedges.
instrument that meets the amortised cost or Fair Value
through Other Comprehensive Income (FVTOCI) At the inception of the hedge relationship, the entity
criteria as measured at FVTPL if doing so eliminates documents the relationship between the hedging instrument
or significantly reduces an accounting mismatch and the hedged item, along with its risk management
(referred to as the fair value option). objectives and its strategy for undertaking various hedge
transactions. Furthermore, at the inception of the hedge
A financial asset is held for trading if: and on an ongoing basis, the Group documents whether the
hedging instrument is highly effective in offsetting changes
• it has been acquired principally for the purpose of in fair values or cash flows of the hedged item attributable
selling it in the near term; or to the hedged risk.
• on initial recognition it is part of a portfolio of identified Note 44 sets out details of the fair values of the derivative
financial instruments that the Group manages instruments used for hedging purposes.
profit-taking; or Fair Value Hedge
Changes in fair value of the designated portion of derivatives
• it is a derivative that is not designated and effective
that qualify as fair value hedges are recognised in profit or
as a hedging instrument or a financial guarantee
loss immediately, together with any changes in the fair value
of the hedged asset or liability that are attributable to the
Derivative Financial Instruments hedged risk. The change in the fair value of the designated
The Group enters into a variety of derivative financial portion of hedging instrument and the change in the hedged
instruments to manage its exposure to interest rate and item attributable to the hedged risk are recognised in profit
foreign exchange rate risks, including foreign exchange or loss in the line item relating to the hedged item.
forward contracts, interest rate swaps and cross currency
257
Notes
Hedge accounting is discontinued when the hedging in other comprehensive income to the extent it relates to the
instrument expires or is sold, terminated, or exercised, or hedged item and accumulated in a separate component
when it no longer qualifies for hedge accounting. The fair of equity i.e. Reserve for time value of options and forward
value adjustment to the carrying amount of the hedged item elements of forward contracts in hedging relationship.
arising from the hedged risk is amortised to profit or loss The time value of options at the date of designation of
from that date. the options in the hedging relationships is amortised on a
systematic and rational basis over the period during which
Cash Flow Hedge the options’ intrinsic value could affect profit or loss. This is
The effective portion of changes in the fair value of done as a re-classification adjustment and hence affects
derivatives that are designated and qualify as cash flow other comprehensive income.
hedges is recognised in Other Comprehensive Income
and accumulated under the heading of cash flow hedging In cases where only the spot element of the forward
reserve. The gain or loss relating to the ineffective portion is contracts is designated in a hedging relationship and the
recognised immediately in profit or loss. forward element of the forward contract is not designated,
the Group makes the choice for each designation whether
Amounts previously recognised in Other Comprehensive to recognise the changes in forward element of fair value of
Income and accumulated in Equity relating to (effective the forward contracts in profit or loss or to account for this
portion as described above) are reclassified to profit or element similar to the time value of an option (as described
loss in the periods when the hedged item affects profit above).
or loss, in the same line as the recognised hedged item.
However, when the hedged forecast transaction results in Hedge accounting is discontinued when the hedging
the recognition of a non-financial asset or a non-financial instrument expires or is sold, terminated, or exercised, or
liability, such gains and losses are transferred from equity when it no longer qualifies for hedge accounting. Any gain
(but not as a re-classification adjustment) and included or loss recognised in other comprehensive income and
in the initial measurement of the cost of the non -financial accumulated in equity at that time remains in equity and
asset or non-financial liability. is recognised when the forecast transaction is ultimately
recognised in profit or loss. When a forecast transaction is
In cases where the designated hedging instruments are no longer expected to occur, the gain or loss accumulated
options and forward contracts, the Group has an option, for in equity is recognised immediately in profit or loss.
each designation, to designate on an instrument only the
changes in intrinsic value of the options and spot element Investment in equity instruments at FVTOCI
of forward contracts respectively as hedges. In such cases, The Group subsequently measures all equity investments
the time value of the options is accounted based on the at fair value through profit or loss, unless the Group’s
type of hedged item which those options hedge. management has elected to classify irrevocably some of its
equity investments as equity instruments at FVTOCI.
In case of transaction related hedged item in the above
cases, the change in time value of the options is recognised The Group has not elected to classify any equity investment
in other comprehensive income to the extent it relates to the at FVTOCI.
of equity i.e. Reserve for time value of options and forward Debt instruments at amortised cost or at FVTOCI
elements of forward contracts in hedging relationship. This The Group assesses the classification and measurement
separate component is removed and directly included of a financial asset based on the contractual cash flow
in the initial cost or other carrying amount of the asset or characteristics of the asset individually and the Group’s
the liability (i.e. not as a re-classification adjustment thus business model for managing the asset.
not affecting other comprehensive income) if the hedged
item subsequently results in recognition of a non-financial For an asset to be classified and measured at amortised
asset or a non-financial liability. In other cases, the amount cost or at FVTOCI, its contractual terms should give rise to
accumulated is reclassified to profit or loss as a re- cash flows that are meeting SPPI test.
classification adjustment in the same period in which the
hedged expected future cash flows affect profit or loss. For the purpose of SPPI test, principal is the fair value of
the financial asset at initial recognition. That principal
In case of time-period related hedged item in the above amount may change over the life of the financial asset (e.g.
cases, the change in time value of the options is recognised

1 2 3
Notes
if there are repayments of principal). Interest consists of Financial assets at FVTPL are measured at fair value at
consideration for the time value of money, for the credit risk the end of each reporting period, with any gains or losses
associated with the principal amount outstanding during a arising on remeasurement recognised in statement of profit
particular period of time and for other basic lending risks or loss.
and costs, as well as a profit margin. The SPPI assessment
is made in the currency in which the financial asset is Subsequent Measurement of Financial assets
denominated. All recognised financial assets that are within the scope
of Ind AS 109 are required to be subsequently measured
Contractual cash flows that are SPPI are consistent with a at amortised cost or fair value on the basis of the entity’s
basic lending arrangement. Contractual terms that introduce business model for managing the financial assets and the
exposure to risks or volatility in the contractual cash flows contractual cash flow characteristics of the financial assets.
that are unrelated to a basic lending arrangement, such as
exposure to changes in equity prices or commodity prices, The Group business model objective is to hold financial
do not give rise to contractual cash flows that are SPPI. An assets in order to collect contractual cash flows. The
originated or an acquired financial asset can be a basic contractual terms of the financial asset give rise to cash
lending arrangement irrespective of whether it is a loan in flows that are solely payments of principal and interest
its legal form. on the principal amount outstanding on specified dates.
During the current year due to certain market conditions,
An assessment of business models for managing financial the Group has sold financial assets during the year by
assets is fundamental to the classification of a financial way of assignment transactions which does not impact
asset. The Group determines the business models at a level the business model of the Group and hence the Group
that reflects how financial assets are managed individually continues to carry the financial assets at amortised cost.
and together to achieve a particular business objective.
Reclassifications
When a debt instrument measured at FVTOCI is If the business model under which the Group holds
derecognised, the cumulative gain/loss previously financial assets changes, the financial assets affected
recognised in OCI is reclassified from equity to profit or are reclassified. The classification and measurement
loss. In contrast, for an equity investment designated as requirements related to the new category are applied
measured at FVTOCI, the cumulative gain/loss previously prospectively.
recognised in OCI is not subsequently reclassified to profit
or loss but transferred within equity. Impairment
The Group measures the loss allowance for a financial
Debt instruments that are subsequently measured at instrument at an amount equal to the lifetime expected
amortised cost or at FVTOCI are subject to impairment. credit losses if the credit risk on that financial instrument
has increased significantly since initial recognition. If the
Financial assets at Fair Value through Profit or Loss credit risk on a financial instrument has not increased
(FVTPL) significantly since initial recognition, the Group measures
Investments in equity instruments are classified as at the loss allowance for that financial instrument at an amount
FVTPL, unless the Group irrevocably elects or initial equal to 12-month expected credit losses. 12-month
recognition to present subsequent changes in fair value expected credit losses are portion of the life-time expected
in other comprehensive income for investments in equity credit losses and represent the lifetime cash shortfalls that
instruments which are not held for trading. will result if default occurs within the 12 months after the
reporting date and thus, are not cash shortfalls that are
Debt instruments that do not meet the amortised cost predicted over the next 12 months.
criteria or FVTOCI criteria are measured at FVTPL. In
addition, debt instruments that meet the amortised cost A loss allowance for full lifetime ECL is required for a financial
criteria or the FVTOCI criteria but are designated as at instrument if the credit risk on that financial instrument has
FVTPL are measured at FVTPL upon initial recognition increased significantly since initial recognition. For all other
if such designation eliminates or significantly reduces a financial instruments, ECLs are measured at an amount
measurement or recognition inconsistency that would arise equal to the 12-month ECL.
from measuring assets or liabilities or recognising the gains
and losses on them on different bases. The Group measures ECL based on category of loans at
a collective level. The measurement of the loss allowance
259
Notes
in respect of stage 3 developers’ loans (other than those Where the entity has transferred an asset, the Group
measured at FVTPL) is based on the present value of the evaluates whether it has transferred substantially all risks
asset’s expected cash flows using the asset’s original EIR. and rewards of ownership of the financial assets. In such
cases, the financial assets is derecognised. Where the
Impairment losses and releases are accounted for and entity has not transferred substantially all risks and rewards
disclosed separately from modification losses or gains that of ownership of the financial asset, the financial asset is not
are accounted for as an adjustment of the financial asset’s derecognised.
gross carrying value.
The Group transfers loans through assignment transactions.
The Group has established a policy to perform an In accordance with the Ind AS 109, on derecognition
assessment, at the end of each reporting period, of of a financial asset under assignment transactions,
whether a financial instrument’s credit risk has increased the difference between the carrying amount and the
significantly since initial recognition, by considering the consideration received shall be recognised in Statement of
change in the risk of default occurring over the remaining Profit and Loss.
life of the financial instrument.
Write-off
Based on the above process, the Group categorises its
Loans and debt securities are written off when the Group
loans into Stage 1, Stage 2 and Stage 3, as described
has no reasonable expectations of recovering the financial
below:
asset (either in its entirety or a portion of it). This is the case
• Stage 1 - Performing assets with zero to thirty days when the Group determines that the borrower does not have
past due (DPD). Stage 1 loans also include facilities assets or sources of income that could generate sufficient
where the credit risk has improved and the loan has cash flows to repay the amounts subject to the write-off.
been reclassified from Stage 2 and Stage 3. A write-off constitutes a derecognition event. The Group
may apply enforcement activities to financial assets written
• Stage 2 - Under-performing assets having 31 to 90 off. Recoveries resulting from the Group’s enforcement
DPD. Stage 2 loans also include facilities, where activities will result in gains.
the credit risk has improved and the loan has been
reclassified from Stage 3. Financial liabilities and equity
Classification as debt or equity
• Stage 3 - Non-performing assets with overdue more
than 90 DPD Debt and equity instruments issued by a Group entity
are classified as either financial liabilities or as equity
The impairment requirements for the recognition and in accordance with the substance of the contractual
measurement of a loss allowance are equally applied to arrangements and the definitions of a financial liability and
debt instruments at FVTOCI except that the loss allowance an equity instrument.
is recognised in other comprehensive income and is not
reduced from the carrying amount in the balance sheet. Equity instruments
An equity instrument is any contract that evidences a
The Financial assets for which the Group has no reasonable residual interest in the assets of an entity after deducting
expectations of recovering either the entire outstanding all of its liabilities. Equity instruments issued by the Group
amount, or a proportion thereof, the gross carrying amount are recognised at the proceeds received, net of direct issue
of the financial asset is reduced. This is considered a costs.
(partial) derecognition of the financial asset.
Derecognition of financial assets Repurchase of the Group’s own equity instruments is

recognised and deducted directly in equity. No gain/loss is
A financial asset is derecognised only when:
recognised in profit or loss on the purchase, sale, issue or
cancellation of the Group’s own equity instruments.
• The Group has transferred the rights to receive cash
flows from the financial assets or Financial liabilities
A financial liability is a contractual obligation to deliver cash
• retains the contractual rights to receive the cash flows
or another financial asset or to exchange financial assets or
of the financial assets, but assumes a contractual
financial liabilities with another entity under conditions that
obligation to pay the cash flows to one or more
are potentially unfavorable to the Group or a contract that
recipients.

1 2 3
Notes
will or may be settled in the Group’s own equity instruments expense over the relevant period. The effective interest rate
and is a non-derivative contract for which the Group is or is the rate that exactly discounts estimated future cash
may be obliged to deliver a variable number of its own payments (including all fees paid or received that form an
equity instruments, or a derivative contract over own equity integral part of the effective interest rate, transaction costs
that will or may be settled other than by the exchange of a and other premiums or discounts) through the expected
fixed amount of cash (or another financial asset) for a fixed life of the financial liability, or (where appropriate) a shorter
number of the Group’s own equity instruments. period, to the net carrying amount on initial recognition.
All financial liabilities are subsequently measured at Derecognition of financial liabilities

amortised cost using the effective interest method or at The Group derecognises financial liabilities when, and only
FVTPL. However, financial liabilities that arise when a when, the Group’s obligations are discharged, cancelled or
transfer of a financial asset does not qualify for derecognition have expired. The difference between the carrying amount
or when the continuing involvement approach applies, of the financial liability derecognised and the consideration
financial guarantee contracts issued by the Group, and paid and payable is recognised in the statement of profit
commitments issued by the Group to provide a loan at and loss.
below-market interest rate are measured in accordance
with the specific accounting policies. 2.12 Cash and cash equivalents
Cash and cash equivalents includes cash on hand, balance
Financial liabilities at FVTPL
in current account and Balances with banks in deposits
Financial liabilities are classified as at FVTPL when accounts with original maturity of less than 3 months. Short
the financial liability is either contingent consideration term and liquid investments being subject to more than
recognised by the Group as an acquirer in a business insignificant risk of change in value, are not included as part
combination to which Ind AS 103 applies or is held for of cash and cash equivalents.
trading or it is designated as at FVTPL.
2.13 Borrowing Costs
A financial liability is classified as held for trading if:
Interest expenses are calculated using EIR and all other
• it has been incurred principally for the purpose of borrowing costs are recognised in the Statement of Profit
repurchasing it in the near term; or and Loss when they are incurred.
• on initial recognition it is part of a portfolio of identified 2.14 Foreign currencies

financial instruments that the Group manages
a. The functional currency and presentation currency
of the Group is Indian Rupee. Functional currency
profit-taking; or
of the Group has been determined based on the
• it is a derivative that is not designated and effective primary economic environment in which the Group
as a hedging instrument. operate considering the currency in which funds are
generated, spent and retained.
designated as at FVTPL are measured at amortised cost. b. Transactions in currencies other than the Group’s
functional currency are recorded on initial recognition
Financial liabilities subsequently measured at amortised using the exchange rate at the transaction date. At
cost each Balance Sheet date, foreign currency monetary
Financial liabilities that are not held-for-trading and are not items are reported at the rates prevailing at the
designated as at FVTPL are measured at amortised cost at year-end Non-monetary items that are measured in
the end of subsequent accounting periods. The carrying terms of historical cost in foreign currency are not
amounts of financial liabilities that are subsequently retranslated.
measured at amortised cost are determined based on
the effective interest method. Interest expense that is not Exchange differences that arise on settlement of monetary
capitalised as part of costs of an asset is included in the items or on reporting of monetary items at each Balance
‘Finance costs’ line item. Sheet date at the closing spot rate are recognised in the
Statement of Profit and Loss in the period in which they
The effective interest method is a method of calculating the arise except for exchange differences on transactions
amortised cost of a financial liability and of allocating interest entered into in order to hedge certain foreign currency risks;
261
Notes
2.15 Segments deferred tax assets and liabilities are computed separately
Based on “Management Approach” as defined by Ind for each taxable entity. Deferred tax assets are recognized
AS 108, The Chief Operating Decision Maker (CODM) to the extent that it is probable that future taxable income
evaluates the “Operating Segments”. Operating segments will be available against which the deductible temporary
are reported in a manner consistent with the internal differences, unused tax losses, depreciation carry-forwards
reporting provided to the CODM. The accounting policies and unused tax credits could be utilized.
adopted for segment reporting are in conformity with the
accounting policies adopted for the Group. Revenue and Deferred tax assets and liabilities are measured based on
expenses have been identified to segments on the basis of the tax rates that are expected to apply in the period when
their relationship to the operating activities of the segment. the asset is realized or the liability is settled, based on tax
Income / costs which relate to the Group as a whole and are rates and tax laws that have been enacted or substantively
not allocable to segments on a reasonable basis have been enacted by the balance sheet date.
included under Unallocated Income / Costs.
Deferred tax assets and liabilities are offset when there is a
2.16 Earnings per share legally enforceable right to set off current tax assets against
current tax liabilities and when they relate to income taxes
Basic earnings per share has been computed by dividing
levied by the same taxation authority and the Group intends
net income by the weighted average number of shares
to settle its current tax assets and liabilities on a net basis.
outstanding during the year. Partly paid up shares are
included as fully paid equivalents according to the fraction
Deferred tax assets include Minimum Alternative Tax (MAT)
paid up. Diluted earnings per share has been computed
credit in accordance with the tax laws in India, which gives
using the weighted average number of shares and dilutive
rise to future economic benefits in the form of adjustment of
potential shares, except where the result would be anti-
future income tax liability. Accordingly, MAT is recognized
dilutive
as deferred tax asset in the balance sheet when the assets
can be measured reliably and it is probable that the future
2.17 Taxes on income
economic benefit associated with the asset will be realized.
Income tax expense represents the sum of the tax currently
payable and deferred tax. Income tax expense comprises 2.18 Special Reserve
current and deferred taxes. Income tax expense is
The Group creates statutory reserve every year out of its
recognized in the Statement of Profit and Loss except when
profits in terms of section 36(1)(viii) of the Income Tax Act,
they relate to items that are recognized outside profit or
1961 read with section 29C of the National Housing Bank
loss (whether in other comprehensive income or directly in
Act, 1987.
equity), in which case tax is also recognized outside profit
or loss.
2.19 Provisions, contingent liabilities and contingent
assets
Current Tax
• Provisions are recognised only when: an entity has a
The tax currently payable is based on the estimated taxable
present obligation (legal or constructive) as a result of
profit for the year for the Group and is calculated using
a past event; and
applicable tax rates and tax laws that have been enacted
or substantively enacted. Taxable profit differs from ‘profit • it is probable that an outflow of resources embodying
before tax’ as reported in the Statement of Profit and Loss economic benefits will be required to settle the
because of items of income or expense that are taxable or obligation; and
deductible in other years and items that are never taxable or
deductible. The current tax is calculated using applicable • a reliable estimate can be made of the amount of the
tax rates that have been enacted or substantively enacted obligation.
by the end of the reporting period.
Provision is measured using the cash flows estimated to
Deferred tax settle the present obligation and when the effect of time value
of money is material, the carrying amount of the provision
Deferred tax assets and liabilities are recognized for
is the present value of those cash flows. Reimbursement
the future tax consequences of temporary differences
expected in respect of expenditure required to settle a
between the carrying values of assets and liabilities and
provision is recognised only when it is virtually certain that
their respective tax bases, and unutilized business loss
the reimbursement will be received.
and depreciation carry-forwards and tax credits. Such

1 2 3
Notes
Contingent liability is disclosed in case of: 2.23 Statement of Cash Flows

• a present obligation arising from past events, when Statement of Cash Flows is prepared segregating the cash
it is not probable that an outflow of resources will be flows into operating, investing and financing activities. Cash
required to settle the obligation; and flow from operating activities is reported using indirect
method.
• a present obligation arising from past events, when
no reliable estimate is possible. Cash and cash equivalents (including bank balances)
shown in the Statement of Cash Flows exclude items which
Where the unavoidable costs of meeting the obligations are not available for general use as on the date of Balance
under the contract exceed the economic benefits expected Sheet.
to be received under such contract, the present obligation
under the contract is recognised and measured as a 2.24 Critical accounting judgements and key sources of
provision. estimation uncertainties
The preparation of the financial statements in conformity
Contingent Assets: with Ind AS requires the Management to make estimates
Contingent assets are not recognised but disclosed in the and assumptions considered in the reported amounts of
financial statements. assets and liabilities (including contingent liabilities) and
the reported income and expenses during the year. The
Provisions, contingent liabilities and contingent assets are Management believes that the estimates used in preparation
reviewed at each Balance Sheet date. of the financial statements are prudent and reasonable.
2.20 Commitments Future results could differ due to these estimates and the
differences between the actual results and the estimates
Commitments are future liabilities for contractual
are recognised in the periods in which the results are known
expenditure, classified and disclosed as follows:
/ materialise.
• estimated amount of contracts remaining to be Expected Credit Loss:

executed on capital account and not provided for;
When determining whether the risk of default on a
• other non-cancellable commitments, if any, to the financial instrument has increased significantly since
extent they are considered material and relevant in initial recognition, the Group considers reasonable and
the opinion of management. supportable information that is relevant and available
without undue cost or effort. This includes both quantitative
2.21 Non-Current Assets held for sale and qualitative information and analysis, based on the
Non-current assets are classified as held for sale if their Group’s historical experience and credit assessment and
carrying amount is intended to be recovered principally including forward-looking information. In certain cases,
through a sale (rather than through continuing use) when the assessment based on past experience is required for
the asset is available for immediate sale in its present future estimation of cash flows which requires significant
condition subject only to terms that are usual and customary judgment.
for sale of such asset and the sale is highly probable and
is expected to qualify for recognition as a completed sale The inputs used and process followed by the Group in
within one year from the date of classification. determining the increase in credit risk have been detailed
in Note 44.
Non-current assets classified as held for sale are measured
at lower of their carrying amount and fair value less costs to Effective Interest Rate:
sell. The Group’s EIR methodology, recognises interest income
using a rate of return that represents the best estimate of a
2.22 Exceptional items constant rate of return over the expected behavioural life of
An item of income or expense which its size, type or loans given.
incidence requires disclosure in order to improve an
understanding of the performance of the Group is treated This estimation, by nature, requires an element of judgement
as an exceptional item and the same is disclosed in the regarding the expected behaviour and life-cycle of the
notes to accounts. instruments, as well as other fee income/expense that are
integral parts of the instrument
263
Notes
Fair valuation of Investments (other than investment in 3. Recent accounting pronouncements

subsidiaries, associates and joint ventures) and certain 3.1 Ind AS 116 Leases :
developer and mortgage loans:
Ind AS 116 Leases was notified on 28th March, 2019 and it
The Group measures some of its investments and certain replaces Ind AS 17 Leases, including appendices thereto.
developer and mortgage loans at fair value. In determining Ind AS 116 is effective for annual periods beginning on
the fair value, the Group uses quoted prices in active or after April 01, 2019. Ind AS 116 sets out the principles
markets for identical assets or based on inputs which for the recognition, measurement, presentation and
are observable either directly or indirectly. However in disclosure of leases and requires lessees to account for
certain cases, the Group adopts valuation techniques and all leases under a single on-balance sheet model similar
inputs which are not based on market data. When market to the accounting for finance leases under Ind AS 17. The
observable information is not available, the Group has standard includes two recognition exemptions for lessees
applied appropriate valuation techniques and inputs to the – leases of ‘low-value’ assets (e.g., personal computers)
valuation model. and short-term leases (i.e., leases with a lease term of 12
months or less). At the commencement date of a lease,
The Group uses valuation techniques that are appropriate in a lessee will recognise a liability to make lease payments
the circumstances and for which sufficient data is available (i.e., the lease liability) and an asset representing the right
to measure fair value, maximising the use of relevant to use the underlying asset during the lease term (i.e., the
observable inputs and minimising the use of unobservable right-of-use asset). Lessees will be required to separately
inputs. recognise the interest expense on the lease liability and
the depreciation expense on the right-of-use asset. The
Information about valuation techniques and inputs used in Group is in the process of assessing the impact of the new
determining the fair value are disclosed in Note 42. standard.
Evaluation of Business Model 3.2 Amendment to Ind AS 12 – Income taxes : On March 30,
Classification and measurement of financial instruments 2019, Ministry of Corporate Affairs issued amendments to
depends on the results of the solely payments of principal the guidance in Ind AS 12, ‘Income Taxes’, in connection
and interest on the principal amount outstanding (“SPPI”) with accounting for dividend distribution taxes. The
and the business model test. The Group determines the amendment clarifies that an entity shall recognise the
business model at a level that reflects how the Group’s income tax consequences of dividends in profit or loss,
financial instruments are managed together to achieve a other comprehensive income or equity according to where
particular business objective. the entity originally recognised those past transactions or
events. Effective date for application of this amendment is
The Group monitors financial assets measured at amortised annual period beginning on or after April 1, 2019.
cost that are derecognised prior to their maturity to
understand the reason for their disposal and whether the The Group is currently evaluating the effect of this
reasons are consistent with the objective of the business for amendment on the financial statements.
which the asset was held. Monitoring is part of the Group’s
continuous assessment of whether the business model for 4. Explanation to the transition to Ind-AS
which the remaining financial assets are held continues to The transition as at April 1, 2017 to Ind AS was carried
be appropriate and if it is not appropriate whether there has out from Previous GAAP. The exemptions and exceptions
been a change in business model and so a prospective applied by the Group in accordance with Ind AS 101
change to the classification of those instruments. Also refer First–time Adoption of Indian Accounting Standards are
Note 55 in respect of change in business model in respect explained below:
of certain mortgage and developer loans. All other loans
are held at amortised cost based on the business model 4.1 First-time adoption
of collecting contractual cash flows on account of principal
Overall principle:
and interest.
The accounting policies set out in note 2 have been applied
Going Concern: in preparing the financial statements for the year ended
March 31, 2019, the comparative information presented
Information about the going concern consideration are
in these financial statements for the year ended March
disclosed in Note 54.
31, 2018 and in the preparation of an opening Ind AS
transition balance sheet as at April 1, 2017 (the Group’s

1 2 3
Notes
date of transition). In preparing its opening Ind AS balance provided that the information needed to apply Ind AS 109
sheet, the Group has adjusted the amounts reported to financial assets and financial liabilities derecognised as
previously in financial statements prepared in accordance a result of past transactions was obtained at the time of
with the accounting standards notified under Companies initially accounting for those transactions. The Group has
(Accounting Standards) Rules, 2006 (as amended) and elected to apply the de-recognition provisions of Ind AS 109
other relevant provisions of the Act (previous GAAP or prospectively.
Indian GAAP). An explanation of how the transition from
previous Indian GAAP to Ind AS has affected the Group’s Business Combination
financial position, financial performance and cash flows is Ind AS 101 provides the option to apply Ind AS 103
set out in the following tables and notes. prospectively from the transition date or from a specific
date prior to the transition date. This provides relief from
Exemptions and Exceptions availed: full retrospective application that would require restatement
We have set out below the applicable Ind AS 101 optional of all business combinations prior to the transition date.
and mandatory exceptions applied in the transition from The Group elected to apply Ind AS 103 prospectively to
previous GAAP to Ind AS. business combinations occurring after its transition date.
Business combinations occurring prior to the transition date
Ind AS Optional Exemptions: have not been restated.
Deemed cost for property, plant and equipment and
other intangible assets Share-based payments:
Ind AS 102 “Share based Payment” requires to measure
Ind AS 101 permits a first-time adopter to elect to continue equity-settled share-based payments to employees that
with the carrying value for all of its property, plant and were vested before the date of transition to Ind AS using fair
equipment as recognised in the financial statements as value retrospectively. However, Ind AS 101 gives an option
at the date of transition to Ind AS, measured as per the to measure equity-settled share-based payments at fair
previous GAAP and use that as its deemed cost as at the value prospectively from the transition date. Consequently,
date of transition after making necessary adjustments for the Group has availed the option to fair value share based
de-commissioning liabilities. This exemption can also be payments that vest after transition date.
used for intangible assets covered by Ind AS 38 Intangible
Assets. Ind AS Mandatory Exceptions
Estimates:
Accordingly, the Group has elected to measure all of its
An entity’s estimates in accordance with Ind AS at the date
property, plant and equipment and intangible assets at their
of transition to Ind AS shall be consistent with estimates
previous GAAP carrying value.
made for the same date in accordance with previous GAAP
(after adjustments to reflect any difference in accounting
Designation of previously recognized financial
policies), unless there is objective evidence that those
instruments
estimates were in error. Ind AS estimates as at 1 April
2017 are consistent with the estimates as at the same
Ind AS 101 allows an entity to designate investments in
date made in conformity with previous GAAP. The Group
equity instruments at FVTPL on the basis of the facts and
made estimates for Impairment of financial assets based
circumstances at the date of transition to IndAS. The Group
on expected credit loss model in accordance with Ind AS
has designated certain investments in equity share as held
at the date of transition as these were not required under
at FVTPL on the basis of the facts and circumstances that
previous GAAP.
existed at the transition date.
Classification and measurement of financial assets
Derecognition of financial assets and financial liabilities
Ind AS 101 requires an entity to assess classification
and measurement of financial assets (investment in debt
Ind AS 101 requires a first-time adopter to apply the de-
instruments) on the basis of the facts and circumstances
recognition provisions of Ind AS 109 prospectively for
that exist at the date of transition to Ind AS. The Group has
transactions occurring on or after the date of transition to
determined the classification of Financial Assets in terms of
Ind AS. However, Ind AS 101 allows a first-time adopter
whether they meet the amortized cost criteria, FVTPL criteria
to apply the derecognition requirements in Ind AS 109
or FVOCI criteria based on the facts and circumstances that
retrospectively from a date of the entity’s choosing,
existed as of transition date.
265
Notes
Impairment of financial assets:

The Group has applied the impairment requirements of Ind AS 109 retrospectively; however, as permitted by Ind AS 101, it has
used reasonable and supportable information that is available without undue cost or effort to determine the credit risk at the date
that financial instruments were initially recognised in order to compare it with the credit risk at the transition date.
4.2 Reconciliation of total equity between the figures reported under previous GAAP and Ind AS is given below :
(` in Lakh)
Particulars Note As at As at
March 31, 2018 March 31, 2017
Total equity as per previous GAAP 824,618 741,745
Effective interest rate for financial assets and liabilities recognised at amortised 1,2
cost / net interest on credit impaired loan 15,557 31,662
Net gain on derecognition of financial instruments under amortised cost 3
category 64,018 17,529
Expected credit loss (Impairment on financial instruments) 5 (41,796) (20,808)
Fair value of investment 6 977 (920)
Deferred tax adjustments 7 10,570 1,899
Other Comprehensive Income 9 (5,638) (5,720)
Adjustment of share in profit of associate/joint venture and other adjustments 129 765
Total equity as per Ind AS 868,435 766,152
Reconciliation of net profit between the figures reported under previous GAAP and Ind AS is given below :
(` in Lakh)
Particulars Note As at
March 31, 2018
Net profit after tax as per previous GAAP 116,565
Effective interest rate for financial assets and liabilities recognised at amortised cost / net interest 1,2 (21,495)
on credit impaired loan
Net gain on derecognition of financial instruments under amortised cost category 3 33,494
Expected credit loss (Impairment on financial instruments) 5 (15,121)
Fair valuation of Employee Stock Options / Employee Stock Appreciation Rights 8 (1,462)
Fair value of investment 6 1,367
Reclassification of actuarial gain losses (net of tax) to OCI 4 217
Deferred tax adjustments 7 9,785
Adjustment of share in profit of associate/joint venture and other adjustments 243
Other Adjustments 2,739
Net profit after tax as per Ind AS 126,332
Other Comprehensive Income (Net of taxes) 9 (150)
Total Comprehensive Income as per Ind AS 126,182

1 2 3
Notes
1. Under previous GAAP, loans were carried at cost 7. Indian GAAP requires deferred tax accounting using
whereas under IND AS loans are measured based the income statement approach, which focuses on
on entity’s business model for managing the financial differences between taxable profits and accounting
assets and contractual cash flow characteristics of profits for the period. Ind-AS 12 requires entities to
the financial asset. The loans that meet the business account for deferred taxes using the balance sheet
model and contractual cash flow tests are measured approach, which focuses on temporary differences
at amortised cost and interest income is recognised between the carrying amount of an asset or liability
as per effective interest rate method. in the balance sheet and its tax base. It also includes
impact of deferred tax arising on account of transition
2. Under Previous GAAP, borrowings were recorded at to IND AS.
cost and transaction costs were charged to Statement
of Profit and Loss on a systematic basis over the Further, as required by the NHB, the Company had
tenure of the borrowing. Under Ind AS, transaction recognised deferred tax liability (DTL) in respect of
cost incurred towards origination of borrowings is the balance in the Special Reserve (created under
required to be deducted from the carrying amount section 36(1)(viii) of the Income-tax Act, 1961). The
of borrowings on initial recognition. These cost are Company believes that the Special Reserve will not be
recognised in the Statement of Profit and Loss over utilised for payment of dividend or any other purpose
the tenure of the borrowing as part of interest expense and accordingly it does not result in a difference in
by applying effective interest rate method. tax base. Hence, DTL on Special Reserve has been
reversed to comply with Ind AS 12 on Income Taxes.
3. Under Previous GAAP, gain on derecognition
of financial assets on account of assignment 8. Under Previous GAAP, the cost of equity-settled
transactions is recognised over the contractual tenure employee share-based payments including
of the loan asset. However, as per Ind AS – 109 gain Employee Stock Appreciation Rights (ESAR) was
on derecognition of financial assets (i.e difference recognised using the intrinsic value method. Under
between sale consideration and carrying value) is Ind AS, the cost of equity-settled employee share-
recognised in the Statement of Profit and Loss on based payments is recognised based on the fair
transfer of the financial asset. value of the options as on the grant date. The change
does not affect total equity, but there is a decrease in
4. Under the previous GAAP, remeasurements i.e. profit before tax as well as profit after tax.
actuarial gains and losses and the return on plan
assets, excluding amounts included in the net interest 9. Under Previous GAAP, there was no concept of OCI.
expense on the net defined benefit liability were The Company designates certain Currency swaps
forming part of the profit or loss for the year. Under and Interest rate swaps as cash flow hedges to
Ind AS, these remeasurements are recognized in mitigate the risk of foreign exchange exposure on
other comprehensive income instead of Statement of highly probable forecast cash transactions. When
Profit and Loss. a derivative is designated as a cash flow hedging
instrument, the effective portion of changes in the
5. Under previous GAAP, provision for loans was made fair value of the derivative is recognised in Other
as per the prudential Norms prescribed by the Comprehensive Income and accumulated in the
National Housing Bank . Under Ind AS, the provision cash flow hedging reserve, and is transferred to the
on financial assets and commitments, needs to be Statement of Profit and Loss upon the occurrence of
calculated using the expected credit loss model. the related forecasted transaction. Re-measurement
of defined benefit plan liability are also recognised in
6. Under previous GAAP, the investment in equity shares OCI.
(other than investments in subsidiaries, associates
and joint ventures), preference shares, security
receipts and venture capital fund were carried at
cost. However, under Ind AS, these are measured at
fair value through profit and loss.
267
Notes
5 Cash and bank balance

(` in Lakh)
Cash and Cash Equivalents
(i) Cash on hand 1,047 626 479
(ii) Balances with Banks:
- In Current Accounts 120,892 133,616 90,593
- In Deposit Accounts 4,028 58,067 188,422
125,967 192,309 279,494
Other Bank Balances
(i) In other Deposit Accounts 173,916 102,872 81,666
(ii) Earmarked Balances with Banks
- Unclaimed Dividend Account 185 169 141
174,101 103,041 81,807
Total 300,068 295,350 361,301
5.1 Short-term deposits are made for varying periods of between three months to thirteen months, depending on the immediate cash
requirements of the Company, and earn interest at the respective short-term deposit rates.
5.2 Fixed deposit with banks earns interest at fixed rate.
5.3 Balances with Banks in Deposit Accounts includes deposits under lien as follows:-
(` in Lakh)
SLR Requirement 72,514 63,748 43,084
Bank Guarantee 1,241 682 1,220
Securitisation comforts provided to various trustees/buyers 80,811 28,572 34,162
Sinking fund requirement of debentures provided to Trustee(s) of
debentures 1,350 1,350 1,350
Collateral against Derivatives 18,000 3,020 1,850
Margin Money towards CSGL Account - 5,500 -
Total 173,916 102,872 81,666
6 Derivative Financial Instruments

The Company enters into derivatives for risk management purposes. Derivatives held for risk management purposes include
hedges that either meet the hedge accounting requirements or hedges that are economic hedges.
The table below shows the fair values of derivative financial instruments recorded as assets or liabilities together with their notional
amounts.
The notional amounts indicate the value of transactions outstanding at the year end and are not indicative of either the market risk
or credit risk.

1 2 3
Notes
(` in Lakh)

Notional Fair Value - Fair Value - Notional Fair Value - Fair Value - Notional Fair Value - Fair Value -
Amounts Assets Liabilities Amounts Assets Liabilities Amounts Assets Liabilities
Part I
(i) Currency Derivatives:
-Currency Swaps 294,293 10,198 809 299,443 1,718 13,581 319,927 3,102 11,275
- Forward 18,861 - 526 - - - - - -
Subtotal (i) 313,154 10,198 1,335 299,443 1,718 13,581 319,927 3,102 11,275
(ii) Interest Rate Derivatives
-Interest Rate Swaps 484,293 6,915 - 299,443 7,005 - 319,927 3,228 423
-Option arising out of investment - - 28,916 - - - - - -
agreement (Refer note 6.3)
Subtotal(ii) 484,293 6,915 28,916 299,443 7,005 - 319,927 3,228 423
Part II
Included in above (Part I) are
derivatives held for hedging and
risk management purposes as
follows:
(i) Fair Value Hedging:
- Interest rate derivatives 190,000 3,294 - - - - - - -
Subtotal (i) 190,000 3,294 - - - - - - -
(ii) Cash Flow Hedging:
- Currency derivatives 294,293 10,198 809 299,443 1,718 13,581 319,927 3,102 11,275
- Interest rate derivatives 294,293 3,621 - 299,443 7,005 - 319,927 3,228 423
- Forward 18,861 - 526 - - - - - -
Subtotal (ii) 607,447 13,819 1,335 598,886 8,723 13,581 639,854 6,330 11,698
Hedging activities and derivatives
6.1 The Company has a process whereby periodically all long term contracts (including derivative contracts) are assessed for material
foreseeable losses. At the year end, the Company has reviewed and ensured that adequate provision as required under Ind AS for
material foreseeable losses on such long term contracts (including derivative contracts) has been made in the books of account.
6.2 Refer Note 44(c) For Exchange Rate Risk
6.3 Option arises out of investment made by Wadhawan Global Capital Limited (WGC) in Compulsory Convertible Debentures issued
by DHFL Investments Limited as per agreement with WGC.
269
Notes
7 Receivables
(` in Lakh)
Trade receivables
Unsecured considered good 476 4,274 247
Unsecured considered doubtful 79 95 95
555 4,369 342
Less: Provision for impairment 79 95 95
476 4,274 247
7.1 Trade Receivables includes amounts due from the related parties ` 476 lakh (March 31, 2018 and April 1, 2017:- ` 4,184 Lakh and
` 149 Lakh respectively. (Refer note 48)
7.2 No trade or other receivable are due from directors or other officers of the Corporation either severally or jointly with any other
person. Nor any trade or other receivable are due from firms or private companies respectively in which any director is a partner,
a director or a member.
7.3 Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
7.4 Reconciliation of impairment allowance is as under:
(` in Lakh)
Particulars
Add: on addition -
Less: on deletion -
As at March 31, 2018 95
Add: on addition -
Less: on deletion 16
As at March 31, 2019 79
8 Housing and other loans

(` in Lakh)
At amortised cost
Housing and other Property Loan 6,034,073 7,421,552 5,915,816
Loans to Developers 152,862 1,897,363 1,400,987
Intercorporate Deposit (Refer note 8.12) (unsecured) 565,269 62,743 2,647
Loan to Others 2,577 2,801 1,027
Total Gross 6,754,781 9,384,459 7,320,477
Less: Impairment loss allowance (Refer note 44(b)) (119,899) (138,667) (92,081)
Total Net 6,634,882 9,245,792 7,228,396
At Fair Value
Housing and Other Property Loan 905,719 - -
Loans to Developers 2,257,096 65,670 -
Total 3,162,815 65,670 -
Total 9,797,697 9,311,462 7,228,396

1 2 3
Notes
8.1 All loans are secured unless otherwise stated and all loans are disbursed in India.
8.2 Transfer of financial assets:-
The Company transfers loans in securitisation transactions. Generally in such transactions, the Company also provides credit
enhancements to the transferee. Because of the existence of credit enhancements in such transactions, the Company continues
to have the obligation to pay to the transferee, limited to the extent of credit enhancement provided, even if it does not collect the
equivalent amounts from the original asset and hence continues to retain substantially all risks and rewards associated with such
loan, and as a result of which such transfer does not meet the derecognition criteria, resulting in the transfer not being recorded
as sale. Consequently, the proceeds received from such transfers are recorded as collateralised debt obligations.
8.3 Other property loans include mortgage loan, non residential property loan, plot loan for self construction where construction has
not began in last three years and loan against the lease rental income from properties in accordance with directions of National
Housing Bank (NHB). These also include loans granted to Small & Medium Enterprise (SME) and certain part are unsecured in
terms of the particular scheme of an aggregate amount of ` 13,769 lakh (March 31, 2018 and April 1, 2017:- ` 12,490 lakh and
` 9,265 lakh).
8.4 Loans given by the Company are secured by equitable mortgage/ registered mortgage of the property and assets financed and/
or assignment of Life Insurance policies and/or personal guarantees and/or undertaking to create a security and/or hypothecation
of assets and are considered appropriate and good.
8.5 The above include insurance portion amounting to ` 1,13,218 lakhs (March 31, 2018 and April 1, 2017:- ` 160,334 lakh and
` 136,668 lakh) to meet the cost of the insurance premium to secure the borrower’s life and thereby further secure the loan portfolio
by way of risk mitigation method and to secure the Company’s Housing loan portfolio against any eventuality.
8.6 The Company has repossessed certain assets under SARFAESI Act which are retained for the purpose of sale under the Rules
and Regulations of SARFAESI Act involving ` 10,267 lakh as at March 31, 2019 (March 31, 2018 and April 1, 2017:-` 7,890 lakh
and ` 7,890 lakh respectively), which are part of NPA portfolio for which necessary provisions have already been made. These
assets are accounted as and when they are realised as per related accounting policy.
8.7 The Company has securitized / assigned pool of certain housing and property loans and managed servicing of such loan accounts.
The balance outstanding in the pool, as at the reporting date aggregates ` 30,59,465 lakh (March 31, 2018 and April 1, 2017:-
` 19,15,351 lakh and ` 1,146,374 lakh respectively). These assets have been de-recognised in the books of the Company. The
Company is responsible for collection and getting servicing of this loan portfolio on behalf of buyers / investors. In terms of the said
securitization/assignment agreements, the Company pays to buyer/investor on monthly basis the prorata collection amount as per
individual agreement terms. The Company has purchased home loan pools in two tranches for a cumulative amount of ` Nil (March
31, 2018 and April 1, 2017:-` Nil and ` 30,863 lacs respectively) in compliance with RBIs norms on Securitisation, specific to Direct
Assignment transactions, in terms of Minimum Holding Period (MHP) and Minimum Retention Requirement (MRR).
8.8 The company is not granting any loans against gold jewellery as collateral.
8.9 Housing and other property loans includes Nil as at March 31, 2019 (March 31, 2018 and April 1, 2017:-` 289 lakh and ` 315 lakh
respectively) given to the key managerial persons of the Company under the normal course of business.
8.10 Loans to others include loan to employees which are secured by the hypothecation of respective assets against which these loans
have been granted.
8.11 Two subsidiaries of the Company were amalgamated into the Company pursuant to the Scheme of amalgamation (Scheme) under
Sections 391 to 394 of the Companies Act, 1956 approved by the Board of directors of all the three companies and sanctioned
by the Hon’ble High Court of judicature at Bombay vide its order dated July 27, 2012 and by the Hon’ble High Court of judicature
at Delhi vide its order dated January 4, 2013 which were filed with the Registrar of Companies on January 31, 2013 being the
effective date for the amalgamation scheme. In terms of the above scheme, the Assets and Liabilities of the subsidiary companies
were amalgamated with DHFL at their respective fair value in the earlier years. Proportionate Fair value appreciation surplus
amounting to Nil (` 2,451 Lakh) has been amortised out of the Capital Reserve and ` 4,772 Lakh (` 2,826 lakh) has been amortised
out of the General Reserve in terms of the valuation report of the scheme. (Refer note 4.1)
271
Notes
8.12 Intercorporate deposit includes ` 3,105 Lakh (March 31, 2018 and April 1, 2017 : NIL and NIL respectively) due from related party.
(Refer note 48 and 51)
9 Investments
(` in Lakh)
At cost
Investments in equity instruments - Associates 14,529 14,529 6,793
(Inclusive of Capital Reserve of ` 9 Lakh)
Add: Share of profit 7,837 5,547 4,139
Add: Gain on Dilution of stake in Associate 3,824 2,739
Less: Dividend (635) (474) (401)
25,555 22,341 10,531
Investments in equity instruments - Joint Ventures 6,757 6,757 6,757
(Inclusive of Capital Reserve of ` 340 Lakh)
Add: Share of (Loss) / profit (407) 112 (328)
6,350 6,869 6,429
At Fair value through Profit or Loss
Investments in Quoted Equity Instruments - 41 67
Investments in Unquoted Equity Instruments 11,634 12,356 10,000
Investments in Mutual Funds 10,404 406,880 268,883
Investment in Venture Capital Fund 2,299 2,344 2,418
Investment in Security Receipts 63,231 66,628 -
Investment in Preference Share 3,556 14,201 -
Pass Through Certificates 25,700 - -
Total 116,824 502,450 281,368
At Amortised Cost
Debentures 14,157 192,659 200,991
Investment in Government Securities (SLR) 71,028 65,974 42,353
Investment in Government Securities 682 12,341 10,712
Investment in Certificate of Deposits - - 789,174
Pass Through Certificates 14,126 9,399 10,809
Total 99,993 280,373 1,054,039
Grand Total 248,722 812,033 1,352,367
9.1 All investments are made within India.
9.2 Investment in Government and other SLR Securities aggregating ` 70,933 Lakh (March 31, 2018 and April 1, 2017:-` 66,526
Lakh and ` 42,530 Lakh respectively) carry a floating charge created in favor of depositors in the Fixed Deposit schemes of the
Company (read with Note 19).

1 2 3
Notes
9.3 In terms of Scheme of Amalgamation, approved by National Company Law Tribunal on October 27, 2017, erstwhile Aadhar
Housing Finance Limited has been merged with the DHFL Vysya Housing Finance Limited. Company has received 12,52,101
equity shares of DHFL VYsya Housing Finance Limited on merger in lieu of the shares held in erstwhile Aadhar Housing Finance
Limited. Name of DHFL Vysya Housing Finance Limited has been changed to Aadhar Housing Finance Limited after merger.
9.4 The Company holds 100% of equity share capital of DHFL Investments Limited (DIL), however, based on the agreement dated
March 31, 2017, the Company does not exercise control over DIL and hence is not considered as a subsidiary company for the
purpose of preparation of these financial statements.
10 Others Financial Assets (Unsecured and Considered Good)

(` in Lakh)
Interest accrued but not due on fixed Deposit 3,092 3,139 4,515
Receivable on assigned loans* 87,385 60,415 17,529
Security Deposits (refer Note 10.1) 3,565 3,150 3,488
Interest accrued but not due on Investment 1,226 3,779 3,432
Receivable from Mutual Fund 10,449 1 -
Other Assets (refer note 10.2) 3,517 6,228 9,045
109,234 76,712 38,009
Less: Provision for Impairment 109 64 16
Total 109,125 76,648 37,993
* Retained Interest
10.1 Security Deposits includes amounts due from the related parties ` 210 lakh (March 31, 2018 and April 1, 2017:-` 135 and ` 35
respectively). (refer note 48)
10.2 Other assets includes amounts due from the related parties ` 425 lakh (March 31, 2018 and April 1, 2017:-` 627 lakh and ` 882
lakh respectively). (refer note 48)
11 Current Tax Assets (Net)

(` in Lakh)
Advance Tax (Net of Provision) 37,020 14,730 8,463
Total 37,020 14,730 8,463
12 Deferred tax liabilities (Net)
(` in Lakh)
Deferred tax liabilities (90531) (71523) (59443)
MAT Credit entitlement - 32,606 46,072
Deferred Tax Assets 133,927 48,480 32,615
Total 43,396 9,563 19,244
273
Notes
12.1 Deferred tax Assets and Liabilities in relation to:
Particulars Opening Recognised Recognised Utilisations Closing Recognised Recognised Utilisations Closing
balance as in Profit and in Other /Adjustments balance as in Profit and in Other /Adjustments balance as
at April 1, Loss Comprehensive at March 31, Loss Comprehensive at March 31,
2017 Income 2018 Income 2019
Deferred tax liabilities
On difference between book balance (22,948) (596) - - (23,544) (470) - - (24,014)
and tax balance of Property, plant &
equipment
On account of measurement of (8,802) 3,600 - - (5,202) (16,871) - - (22,073)
Financial instrument at amortised
cost
Fair value on Investment (622) (4,570) - - (5,192) 4,537 - - (655)
Receivable on assigned loans (4,900) (11,988) - - (16,888) (7,540) - - (24,428)
Others ( refer note 8.11) (22,171) - - 1,474 (20,697) - - 1,336 (19,361)
(59,443) (13,554) - 1,474 (71,523) (20,344) - 1,336 (90,531)
Deferred tax assets
On account of impairment on 30,240 15,133 - - 45,373 (13,171) - - 32,202
financial instruments
On account of provision for employee 23 113 84 - 220 (184) (36) - -
benefits
On Cash flow hedge reserve 2,220 - (32) - 2,188 - (701) - 1,487
Fair value on Employee Stock 132 567 - - 699 429 - - 1,128
Options/Employee Stock
Appreciation Rights Expenses
Fair Valuation of Loan - - - - - 91,030 - - 91,030
Fair Valuation of Derivative - - - - - 8,080 - - 8,080
MAT Credit entitlement 46,072 - - (13,466) 32,606 - - (32,606) -
78,687 15,813 52 (13,466) 81,086 86,184 (737) (32,606) 133,927
Net 19,244 2,259 52 (11,992) 9,563 65,840 (737) (31,270) 43,396
13 Property, plant and equipment

(` in Lakh)
Gross block Accumulated depreciation Net block
Description As at Additions Deductions As at As at Charge Deductions As at As at
April 1, March 31, April 1, for the March 31, March 31,
2018 2019 2018 year 2019 2019
Building 57,038 7 - 57,045 308 941 - 1,249 55,796
Leasehold Improvements 5,650 1,014 4,383 2,281 237 758 880 115 2,166
Furniture and Fixtures 3,017 321 491 2,847 285 400 114 571 2,276
Vehicles 302 167 81 388 39 82 64 57 331
Office Equipment 5,536 1,729 1,583 5,682 522 925 396 1,051 4,631
Leasehold Premises 9,326 - - 9,326 163 162 - 325 9,001
Computers 5,424 519 371 5,572 511 1,185 216 1,480 4,092
Total 86,293 3,757 6,909 83,141 2,065 4,453 1,670 4,848 78,293
Previous Year
(` in Lakh)
Gross block Accumulated depreciation Net block
2017 2018 2017 year 2018 2018
Building 5,507 51,531 - 57,038 - 308 - 308 56,730
Leasehold Improvements 861 4,986 197 5,650 - 431 194 237 5,413
Furniture and Fixtures 1,463 1,580 26 3,017 - 310 25 285 2,732
Vehicles 44 267 9 302 - 45 6 39 263
Office Equipment 2,233 3,448 145 5,536 - 594 72 522 5,014
Leasehold Premises 9,326 - - 9,326 - 163 - 163 9,163
Computers 1,001 4,515 92 5,424 - 601 90 511 4,913
Total 20,435 66,327 469 86,293 - 2,452 387 2,065 84,228
The Company has availed the deemed cost exemption in relation to the property, plant and equipment on the date of transition and
hence the net block carrying amount has been considered as the gross block carrying amount on that date. Refer below for the gross
block value and the accumulated depreciation on April 1, 2017 under the previous GAAP.

1 2 3
Notes
Property, Plant and Equipment

depreciation
Buildings 6,180 673 5,507
Leasehold Improvements 3,353 2,492 861
Furniture and Fixtures 2,629 1,166 1,463
Vehicles 125 81 44
Office Equipment 3,597 1,364 2,233
Leasehold Premises 9,999 673 9,326
Computers 3,295 2,294 1,001
Total 29,178 8,743 20,435
Capital work-in-progress 54,615
13.1 Also refer note 17.2, note 18.2 and note 18.3 for charge creation on Property, plant and equipment.
14 Intangible Assets
(` in Lakh)
Gross block Accumulated amortisation Net block
2018 2019 2018 year 2019 2019
Computer (Software) 1,062 8,086 - 9,148 311 662 - 973 8,175
Total 1,062 8,086 - 9,148 311 662 - 973 8,175
Intangible Assets under 10,401
development
Previous Year
(` in Lakh)
Gross block Accumulated amortisation Net block
2017 2018 2017 year 2018 2018
Computer (Software) 454 608 - 1,062 - 311 - 311 751
Total 454 608 - 1,062 - 311 - 311 751
Intangible Assets under 12,905
development
The Company has availed the deemed cost exemption in relation to the intangible assets on the date of transition and hence the net
block carrying amount has been considered as the gross block carrying amount on that date. Refer below for the gross block value and
the accumulated amortisation on April 1, 2017 under the previous GAAP.
Intangible Assets
amortisation
Computer (Software) 1,990 1,536 454
Total 1,990 1,536 454
Intangible Assets under Development (Software) 8,762
275
Notes
15 Other Non-Financial Assets (Unsecured and considered good)

(` in Lakh)
Capital Advances 65 593 1,158
Employee Advance 12 14 13
Recoverable from employees (refer note 48) 643 - -
Advance to Related Party (refer note 48) - - 140
Advance to Vendors 2 157 479
Gratuity Fund (net) 683 156 222
Prepaid Expenses 684 2,213 895
Input tax credit Receivable 7,625 647 82
Total 9,714 3,780 2,989
16 Trade payables
Trade Payables includes ` 3 Lakh (March 31, 2018 and April 1, 2017 : ` 1 Lakh and 10 lakh respectively) due to related parties.
(Refer note 48).
The information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been
determined to the extent such parties have been identified on the basis of Information available with the Group. The amount of
principal and interest outstanding during the year is given below.
a) Amount outstanding but not due as at year end - - -
b) Amount due but unpaid as at the year end - - -
c) Amounts paid after appointed date during the year - - -
d) Amount of interest accrued and unpaid as at year end - - -
e) The amount of further interest due and payable even in the
succeeding year - - -
Total - - -
17 DEBT SECURITIES
(` in Lakh)
At Amortised Cost
Secured
Redeemable non convertible debentures 4,234,394 2,854,697 2,850,114
Optionally Convertible Redeemable Debentures (OCDs) 29,138 26,732 24,525
Unsecured
Redeemable non convertible debentures (Subordinated issue) 220,200 130,898 147,758
Commercial Papers (Net of unamortised discount as at March 31,
2019 : ` 1,682 Lakh (March 31, 2018 and April 1, 2017 ` 9,235 Lakh
and ` 2,077 Lakh respectively) 83,318 595,765 297,423
Total 4,567,050 3,608,092 3,319,820

1 2 3
Notes
17.1 Terms of repayment and rate of interest in case of Debt Securities.

(` in Lakh)
Secured
Redeemable non convertible debentures 5.50% - 11.55% 2,321,155 1,051,575 861,664 4,234,394
Optionally Convertible Redeemable
Debentures Refer note 17.2 29,138 - - 29,138
Unsecured
Redeemable non convertible debentures
(Subordinated issue) 8.80% - 11.20% 50,826 29,509 139,865 220,200

(` in Lakh)
Secured
Optionally Convertible Redeemable Refer note 17.2 - 26,732 - 26,732
Debentures
Unsecured
As At April 1, 2017
(` in Lakh)
Secured
Optionally Convertible Redeemable Refer note 17.2 - 24,525 - 24,525
Debentures
Unsecured
17.2 OCDs are issued for a tenure of 5 years beginning from April ‘16 to April ‘21. As per the terms, the debenture holder shall at
any time during the tenor of the OCD, have the right to exercise at its discretion either to redeem the debentures or convert the
debentures into equity shares of ` 10 each of the company. Premium payable on redemption is @ 9% pa. XIRR.
17.3 Secured Non-Convertible Debentures/ZCD are secured by way of first charge to and in favour of Debenture Trustees jointly
ranking pari passu inter-se, on the Company’s whole of the present and future book debts, housing loan instalments/receivables,
investments including all the receivables of the Company and other movable assets, wherever situated, excluding SLR assets,
read with Note 18.3 hereinafter. They are further secured on pari passu basis by constructive delivery of various title deeds of
certain immovable properties of the Company, to Union Bank of India, acting for itself and as an agent of other participating
lenders and Debenture trustees, and are also guaranteed by the promoter directors of the Company.
277
Notes
17.4 Redeemable non convertible debentures also include amount outstanding for Zero Coupon Secured Redeemable Non-
Convertible Debentures (ZCD) aggregating ` 102,449 Lakh ( March 31, 2018 and April 1, 2017:- ` 236,535 lakh and ` 282,657
Lakh respectively), which are redeemable at premium on maturity. The accumulated premium payable on outstanding ZCD
accrued till March 31, 2019 amounting to ` 40,449 Lakh (March 31, 2018 and April 1, 2017:- ` 73,045 Lakh and ` 65,367 lakhs
respectively) is included above.
17.5 Unsecured Redeemable Non Convertible Subordinated Debentures aggregating to ` 221,900 Lakh ( March 31, 2018 and April
1, 2017:- ` 1,33,180 Lakh and ` 1,50,680 Lakh), outstanding as at March 31, 2019, are subordinated to present and future senior
indebtedness of the Company. It qualifies as Tier II capital in accordance with National Housing Bank (NHB) guidelines for
assessing capital adequacy based on balance term to maturity. These debentures are redeemable at par on maturity on various
periods.
17.6 During the year ended March 31, 2019, the Company has issued and allotted the following securities by way of public issue,
10,94,47,863 Secured Redeemable Non-Convertible Debentures (“NCDs”) having face value of ` 1,000 each aggregating to
` 10,94,479 lakh in terms of the Shelf Prospectus and Tranche 1 Prospectus dated May 14, 2018 (“Prospectus”). The said NCDs
were allotted on June 4, 2018 and listed on BSE Limited and NSE Limited.
17.7 During the year ended March 31, 2019, the Company has raised an amount of ` 98,972 lakh on April 18, 2018 by issue of
INR denominated USD settled 10,00,00,00,000 Notes due in the year 2023 under the US$ 2,00,00,00,000 Medium Term Note
Programme. These bonds were listed on London Stock Exchange (LSE-International Securities Market (ISM) Segment.
18 BORROWINGS (OTHER THAN DEBT SECURITIES)

(` in Lakh)
Secured
At amortised cost
Term Loans
from Banks 3,175,938 3,682,780 3,281,427
from National Housing Bank 243,493 284,820 328,851
Term Loans from other parties
External Commercial Borrowing 280,749 295,412 315,276
Cash credit facilities and Working Capital Demand Loan
Loans repayable on demand 119,656 223,741 111,012
Collateralised debt obligations 240,585 15,023 -
Total 4,060,421 4,501,776 4,036,566
Unsecured
At amortised cost
Intercorporate deposits - 9,638 6,496
Total - 9,638 6,496
Grand Total(A) 4,060,421 4,511,414 4,043,062
Borrowings in India 3,779,672 4,216,002 3,727,786
Borrowings outside India 280,749 295,412 315,276
Total (B) to tally with (A) 4,060,421 4,511,414 4,043,062

1 2 3
Notes
18.1 Collateralised debt obligation

Collateralised debt obligation represent amount received against Housing and other loan securitised, which does not qualify for
derecognition. The Company is expected to recover the same within a period of 5 years. (Refer Note 8.2)
18.2 Terms of repayment and rate of interest in case of Borrowings.

(` in Lakh)
Secured
Term loan from banks Floating* 1,878,704 817,814 479,419 3,175,938
Term Loan from External Commercial Floating** 261,238 19,511 - 280,749
Borrowing

(` in Lakh)
Secured
Term loan from banks Floating* 1,908,828 1,029,308 744,644 3,682,780
Term Loan from External Commercial Floating** 161,612 133,800 - 295,412
Borrowing
As At April 1, 2017
(` in Lakh)
Secured
Term loan from banks Floating* 1,626,217 937,338 717,872 3,281,427
Term Loan from External Commercial Floating** 80,653 229,302 5,321 315,276
Borrowing
*(Linked with MCLR/Base Rate of respective banks)
**(Linked with LIBOR)
18.3 All Secured loans, from the National Housing Bank (NHB), Other Banks, External Commercial Borrowing and Financial Institutions
are secured by way of first charge to and in favour of participating banks, Institutions, National Housing Bank and Debenture
Trustees jointly ranking pari passu, inter-se, on the Company’s whole of the present and future book debts, housing loan instalments/
receivables, investments including all the receivables of the Company and other movable assets, wherever situated, excluding
SLR assets. They are further secured on pari passu basis by constructive delivery of various title deeds of certain immovable
properties of the Company, to Union Bank of India, acting for itself and as an agent of other participating lenders and Debenture
trustees, and are also guaranteed by the promoter directors of the Company.
279
Notes
18.4 Loans repayable on demand and other short term loans comprising of Cash credit facilities from banks and are secured by a first
charge by way of hypothecation of book debts of specific loan assets of the company and are further secured by negative lien on
the underlying specific properties and / or secured by demand promissory notes. Certain Cash credit facilities are also secured
by way of a first pari passu charge along with other secured loans read with Note 17.2. All cash credit facilities are repayable as
per the contracted/ roll over term.
18.5 Pursuant to the refinancing arrangement with NHB, the Company has provided a non-disposal undertaking from the Promoters
and Promoter Group with respect to their shareholdings in the Company and corporate guarantee from Wadhawan Global Capital
Limited ( promoter entity ).
18.6 As described in Note 54, since in the first fortnight of July 2019, the consortium of bankers have agreed to enter into an Inter-
creditor Agreement (ICA) for a potential restructuring of the Company’s liabilities, the Company is confident that other lenders
who may or may not have restrictive or compliance related covenants shall also be part of the proposed restructuring. Hence, no
adjustment is considered necessary in respect of the covenants of borrowings.
19 DEPOSITS
(` in Lakh)
At Amortised Cost
Public Deposits
Fixed Deposits 623,585 913,967 607,451
Other than Fixed Deposits 2,077 2,698 3,016
Other Deposits 33,178 48,579 26,105
Total 658,840 965,244 636,572
19.1 The National Housing Bank directives require all HFC’s accepting public deposits to create a floating charge on
the statutory liquid assets maintained in favour of depositors through the mechanism of a trust deed. The Company
has accordingly appointed a SEBI approved trustee Company as trustee for the above by executing the trust deed.
Accordingly, the public deposits of the Company as defined in paragraph 2(1)(y) of the Housing Finance Companies (NHB)
Directions, 2010, are secured by floating charge on the Statutory Liquid Assets maintained in terms of sub-sections (1) & (2) of
Section 29B of the National Housing Bank Act, 1987.
19.2 Fixed Deposits and Other Deposits, including short term fixed deposits and short term other deposits, are repayable as per
individual contracted maturities ranging from 12 to 120 months from the date of deposit. The interest is payable on contracted
terms depending upon the scheme opted by the depositor.
20 SUBORDINATED LIABILITIES
(` in Lakh)
Unsecured
Non-Convertible Debentures (Perpetual) 113,581 113,184 63,996
Total 113,581 113,184 63,996
20.1 All subordinated liabilities are issued in India.

1 2 3
Notes
20.2 As At March 31, 2019

(` in Lakh)
Unsecured

(` in Lakh)
Unsecured
As At April 1, 2017
(` in Lakh)
Unsecured
21 OTHER FINANCIAL LIABILITIES

(` in Lakh)
Interest accrued but not due on borrowings 281,320 193,932 164,784
Unclaimed dividend 185 169 142
Unclaimed matured deposits and interest accrued thereon 8,878 10,341 7,674
Security and other deposits received 845 432 16
Creditors for Capital Expenditure 884 611 3,098
Amounts payable on Securitised Loans 105,174 61,580 35,644
Book Overdraft - 217,184 -
Others 11,483 11,347 1,930
Total 408,769 495,596 213,288
21.1 As required under Section 124 of the Companies Act, 2013, the Company has transferred unclaimed dividend of the year 2010-11
` 9 Lakh (` 7 Lakh) and towards unclaimed deposits and interest accrued thereon ` 26 Lakh (` 17 Lakh) to Investor Education &
Protection Fund (IEPF) during the year. There are no amounts due for payment to the Investor Education and Protection Fund under
Section 125 of the Companies Act, 2013 as at the year end in respect of Unclaimed Matured Deposits and Unpaid Dividends.
However, there has been a delay ranging from 1 to 16 days in transferring unclaimed public deposits aggregating ` 7 lakh.

21.2 Security and other deposits received includes amounts due to related parties ` 224 lakh (March 31, 2018 and April 1, 2017:-` 432
lakh and ` 1 lakh respectively). (refer note 48)
21.3 Amounts payable on Securitised Loans includes amounts due to related parties ` 15 lakh (March 31, 2018 and April 1, 2017:-` 20
lakh and ` 21 lakh respectively). (refer note 48).
281
Notes
21.4 Others includes amounts due to related parties ` 4,346 lakh (March 31, 2018 and April 1, 2017:-` 12 lakh and ` 12 lakh respectively).
(refer note 48)
22 PROVISIONS
(` in Lakh)
Provision for Employee Benefits 1,015 629 67
Total 1,015 629 67
23 OTHER NON-FINANCIAL LIABILITIES

(` in Lakh)
Advance from Customer 15,155 13,113 8,150
Statutory Remittances 1,170 3,379 2,654
Total 16,325 16,492 10,804
24. SHARE CAPITAL

(` in Lakh)
AUTHORISED
ISSUED, SUBSCRIBED AND
FULLY PAID UP
313,823,024 31,382 313,658,847 31,366 313,152,205 31,315
a) Reconciliation of number of shares outstanding at the beginning and at the end of the reporting period:
(` in Lakh)
the beginning of the year
Shares issued during the year - - - - 21,230,070 2,123
Shares allotted pursuant to 164,177 16 506,642 51 124,147 12
exercise of stock options
Equity shares outstanding as at 31,38,23,024 31,382 31,36,58,847 31,366 31,31,52,205 31,315
the end of the year
b) Terms / Rights attached to equity shares

The Company has only one class of shares i.e. equity. The shareholders have voting rights in the proportion of their shareholdings.
The shareholders are entitled to dividend, if declared and paid by the Company. In the event of liquidation, these shareholders are
entitled to receive remaining assets of the Company after distribution of all liabilities, in the proportion of their shareholdings.

1 2 3
Notes
c) Details of shareholders holding more than 5 percent shares in the Company are given below:
(` in Lakh)
Number % holding Number % holding Number % holding
Wadhawan Global Capital 117,049,714 37.30% 117,049,714 37.32% 117,049,714 37.38%
Limited
d) Employee Stock Option Plans:

granted under ‘ESOS-2008’ in 2008-09 to the employees as approved by the Nomination and Remuneration Committee of directors
of the Company at ` 53.65 per share, the reconsidered price approved in the EOGM dated March 31, 2009.
granted under ‘ESOS-2009, Plan II’ in 2009-10 and additional 12,34,670 equity share options were approved to be granted under
‘ESOS-2009, Plan III’ in 2010-11 to the employees by the Nomination and Remuneration Committee of directors of the Company at
` 141/- per share, the price approved in the Nomination and Remuneration Committee meeting held on 25th November, 2009. The
ESOP 2009 Plan II lapsed on November 25, 2015 and the ESOP 2009 Plan III was completed on 30th June, 2017 upon allotment
of the balance equity shares under the said plan.
Pursuant to the resolution passed by the Board of Directors of the Company, at its meeting held on 16th January, 2015 and the
special resolution passed by the Members of the Company on 23rd February, 2015 through Postal Ballot, the DHFL Employee
Stock Appreciation Rights Plan 2015 (“DHFL ESAR Plan 2015” / “the Plan”) was approved in accordance with the provisions of
SEBI (SBEB) Regulations, exercisable into not more than 51,46,023 fully paid-up equity shares in aggregate, having face value
of ` 10/- each. Consequent to the bonus shares issued by the Company to its Members in the ratio 1:1 during the financial year
2015-16, the total number of employee Stock Appreciation Rights (SARs) also increased in the same ratio i.e. exercisable into not
more than 1,02,92,046 fully paid up equity shares. During the financial year 2017-18, the Members of the Company, approved
amendment to the DHFL ESAR Plan 2015, inter-alia, for increasing the number of equity shares that can be allotted thereunder to
2,67,82,046 equity shares. ESAR granted are as under:
Particulars Approval Date No of ESARs SAR Price (`)

Grant I 21-Mar-15 1,550,100 380.00 (`190/- per
SAR Post Bonus issue)
Grant II 17-Nov-16 2,081,545 230.80
Grant III 13-Jul-17 3,247,100 434.90
Grant IV 13-Jul-17 550,000 300.08
Grant V 16-Oct-17 150,800 434.90
Grant VI 22-Jan-18 71,900 434.02
Grant VII 22-Mar-18 11,735,600 520.20
Grant VIII 27-Jun-18 240,000 643.65
283
Notes
Movement in options:
Particulars ESOS-2008 ESAR 2015

Grant I to VIII
Number of options / ESAR's outstanding at the beginning of the year 30,380 18,032,328
Number of options / ESAR's granted during the year - 240,000
Number of options / ESAR's forfeited / lapsed during the year 14,940 12,796,418
Number of options / ESAR's Vested during the year - 599,979
Number of options / ESAR's Exercised during the year 15,440 240,250
Number of shares arising as a result of exercise of options 15,440 148,737
Money realized by exercise of options (in ` ) 414,255 1,487,370
Number of options outstanding at the end of the year - 5,235,660
Number of options exercisable at the end of the year - 599,979
Weighted Average exercise price & Option price (in ` ):
Pre Bonus 54 380.00
Post Bonus 27 190.00 - 520.20
The Company follows fair value based method of accounting for determining compensation cost for its stock-based compensation
scheme. The fair value of each stock options granted during the current year and previous year is mentioned in the table below.
The fair value has been calculated by applying Black-Scholes-Merton model as valued by an independent valuer.
Details of options granted during the current and previous financial year based on the graded vesting and fair value of the options
are as under:-
Scheme Grant Date No. of options Fair Value per Option

granted
Grant III 13-Jul-17 3,247,100 153.96
Grant IV 13-Jul-17 550,000 153.96
Grant V 16-Oct-17 150,800 221.77
Grant VI 22-Jan-18 71,900 280.39
Grant VII 22-Mar-18 11,735,600 163.00
Grant VIII 27-Jun-18 240,000 196.64
The fair value has been calculated using the Black Scholes Option Pricing model, the Assumptions used in the model on a
weighted average basis are as follows:

1. Risk Free Interest Rate 7.57% 7.05%
2. Expected Life 2.95 4.13
3. Expected Volatility 37% 41%
4. Dividend Yield 1.32% 36.6%
5. Price of the underlying share in market at the time of the option grant (`) 643.65 502.46

1 2 3
Notes
Other Details:
1) Weighted Average Market Price on the date of Exercise is ` 643.10 (FY 2017-18 ` 486.48)
2) Remaining Contractual life for ESAR granted and outstanding as on March 31, 2019

Particulars Remaining Contractual life Remaining Contractual life

for unvested SARs for SARs
Grant – I 2.88 0.03
Grant – II 3.71 0.02
Grant – III 3.88 2.21
Grant – IV 3.88 2.21
Grant – V 4.15 -
Grant – VI 4.42 -
Pursuant to the provision of the Companies Act, 2013, the Memorandum and Articles of Association of the Company, Securities and
Exchange Board of India (Share based Employee Benefits) Regulation 2014 (hereinafter referred to as Employee Stock Appreciation
Rights 2015 (DHFL ESAR Plan 2015) and pursuant to the intention of all the grantees for cancellation and discontinuation of the
said ESAR Scheme and also the recommendation of the Member of Nomination and Remuneration committee and based on the
approval of the board of directors of the Company, 1,19,75,600 ( One crore nineteen lakh seventy five thousand six hundred only)
ESAR granted under Grant VII and Grant VIII issued under the DHFL ESAR Plan 2015 to the eligible employee of the Company are
cancelled w.e.f. 20th March, 2019.
25 OTHER EQUITY
(` in Lakh)
Capital Reserve - - 2,451
Securities Premium 220,885 220,637 219,909
Debenture Redemption Reserve 117,000 117,000 117,000
General Reserve 131,733 135,171 116,522
Special Reserve 183,899 183,899 156,399
Employee Stock Option Outstanding 4,332 3,044 1,210
Other Comprehensive income-Cashflow hedge reserve (3832) (5637) (5720)
Retained Earnings 108,338 214,321 158,381
TOTAL 762,355 868,435 766,152
285
Notes
25.1 Movement in Other Equity

(` in Lakh)
Capital Reserve
At the beginning of the year - 2,451
Less: Utilised during the year - 2,451
- - 2,451
Securities Premium
Add: On shares allotted upon exercise of stock options by the 245 265
Employees
Add: Received during the year 3 463
220,885 220,637 219,909
Debenture Redemption Reserve
Closing balance 117,000 117,000
General Reserve
Less : Utilised during the year 3,438 1,351
Add : Transfer from Statement of Profit and Loss Account - 20,000
Closing balance 131,733 135,171 116,522
STATUTORY RESERVE (SPECIAL RESERVE)
(As per Section 29C of The National Housing Bank Act, 1987)
Add : Transfer from Statement of Profit and Loss Account - 27,500
183,899 183,899 156,399
EMPLOYEE STOCK OPTION OUTSTANDING
Add: Additions on account of options granted during the year 472 25,512
Less: Transferred to securities premium reserve upon exercise of (245) (265)
stock options
Less: Reduction on account of unvested options lapsed during the (16232) (6050)
year
Less: Reduction on account of vested options lapsed during the year (82) (53)
6,096 22,183 3,039
Less: Deferred employee compensation (1764) (19139) (1,829)
4,332 3,044 1,210
OTHER COMPREHENSIVE INCOME-CASHFLOW HEDGE
RESERVE
At the beginning of the year (5637) (5720)
Add: Other comprehensive Income 1,805 83
(3,832) (5,637) (5,720)

1 2 3
Notes
(` in Lakh)
RETAINED EARNINGS
Add/(less): Other Comprehensive Income 88 (233)
Employee stock appreciation of Associates 7 -
Add:- Profit for the year (96,591) 126,332
Amount available for appropriations 117,825 284,480
Appropriations
General Reserve - 20,000
Statutory Reserve (u/s 29C of the NHB Act, 1987) - 27,500
Interim Dividend Paid - 9,408
Tax on Interim Dividend - 1,916
Final Dividend Paid 7,841 9,407
Tax on Final Dividend 1,646 1,928
9,487 70,159
Closing Balance 108,338 214,321 158,381
TOTAL 762,355 868,435 766,152
25.2 Nature of Reserves

a) Capital reserve represents reserves created pursuant to the business combination up to year end.
b) Securities premium reserve represents premium received on equity shares issued, which can be utilised only in accordance
with the provisions of the Companies Act, 2013 for specified purposes.
c) General reserve is created from time to time by transferring profits from retained earnings and can be utilised for purposes
such as dividend payout, bonus issue, etc.
d) Statutory reserve is the reserve created by transferring the sum not less than 20% of its net profit after tax in terms of Section
29C of the National Housing Bank Act, 1987.
e) Stock options outstanding account relates to the stock options granted by the Company to employees under an Employee
Stock options Plan.
f) Retained earnings represents profits that the Company earned till date, less any transfers to General Reserve, Statutory
Reserves, Dividends and other distributions paid to the shareholders.
g) Debenture Redemption Reserve is the reserve created by transferring the sum from retained earning as per the requirement
of the Companies Act, 2013. (Refer note 54)
h) Cashflow hedge Reserve:- It represents the cumulative gains/(losses) arising on revaluation of the derivative instruments
designated as cash flow hedges through OCI.
287
Notes
Statement for Disclosure on Statutory / Special Reserves, as prescribed by NHB vide its circular no NHB(ND)/DRS/Pol.
25.3
Circular.61/2013-14, dated: 7th April, 2014 and NHB.HFC.CG-DIR.1/MD&CEO/2016 dated February 9, 2017:
(` in lakh)
for the purposes of Statutory Reserve
Total 183,899 156,399
b) Amount of special reserve u/s 36(1)(viii) of Income Tax Act, 1961 taken into - 27,100
account for the purposes of Statutory Reserve
Total - 27,500
for the purposes of Statutory Reserve
Total 183,899 183,899
26 Interest income
(` in Lakh)
March 31, 2019 March 31, 2018
Interest income from investments 3,575 4,040
Other interest Income 36,304 29,255
1,044,866 928,315
185,905 5,319
Total 1,230,771 933,634

1 2 3
Notes
27 Dividend Income
(` in Lakh)
March 31, 2019 March 31, 2018
Investment in Equity Instrument 518 183
Investment in Mutual Fund 556 13,475
Total 1,074 13,658
28 Fees and commission Income

(` in Lakh)
March 31, 2019 March 31, 2018
Loan processing fee and other charges 22,256 30,545
Insurance Commission 5,291 6,664
Total 27,547 37,209
28.1 Insurance Commission income includes amount received from:-
(` in Lakh)
March 31, 2019 March 31, 2018
1. DHFL Pramerica Life Insurance Company Ltd 2,783 3,119
2. Cholamandalam MS General Insurance Company Limited 336 1,635
3. DHFL General Insurance Company Limited 2,172 1,910
Total 5,291 6,664
29 Net gain/ (loss) on fair value changes

(` in Lakh)
March 31, 2019 March 31, 2018
Measured at FVTPL
Fair Valuation of Loan
Unrealised (234,017) -
Fair Valuation of Option in Equity Investment
Realised (28,916)
Investment in equity shares measured at FVTPL
Realised 491 885
Unrealised (760) 2,208
(269) 3,093
Investment in Preference shares measured at FVTPL
Realised 39 -
Unrealised 1,315 85
1,354 85
289
Notes
(` in Lakh)
March 31, 2019 March 31, 2018
Investment in mutual fund measured at FVTPL
Realised 11,846 25,059
Unrealised 39 13,634
11,885 38,693
Investment in Security Receipts
Unrealised 222 -
Investment in Venture Capital Fund
Unrealised (3) (27)
Derivative Trading
Realised 3,907 174
Total (245,837) 42,018
30 Net gain on derecognition of financial instruments under amortised cost category

(` in Lakh)
March 31, 2019 March 31, 2018
On assignment of portfolio 29,388 46,489
Sale of Bond and Debenture (8,805) 1,230
Total 20,583 47,719
31 Other Operating Revenue

(` in Lakh)
March 31, 2019 March 31, 2018
Others* 8,239 10,702
Total 8,239 10,702
* Mainly includes cheque return charges and servicing fees pertaining to securitisation transactions
32 Other Income
(` in Lakh)
March 31, 2019 March 31, 2018
Rent Income 1,468 1,051
Miscellaneous Income 399 383
Gain on dilution of stake in Associate company 1,085 2,739
Total 2,952 4,173

1 2 3
Notes
33 Finance Costs
(` in Lakh)
March 31, 2019 March 31, 2018
Interest expenses on financial liabilities measured at amortised cost
Interest on borrowings 377,752 354,278
Interest on debt securities 434,494 312,945
Interest on Subordinated Liabilities 12,364 10,691
Interest on others 18 4
Finance charges 40,352 22,480
Total 941,691 774,402
34 Impairment on financial instruments

(` in Lakh)
March 31, 2019 March 31, 2018
On Financial instruments measured at Amortised Cost
Loans 94,088 62,968
Investments 6,809 -
Total 100,897 62,968
35 Employee Benefits Expenses

(` in Lakh)
March 31, 2019 March 31, 2018
Salaries and Bonus 44,225 31,928
Interest expenses on financial liabilities measured at amortised cost 1,964 1,624
Staff Training and Welfare Expenses 811 1,032
Share Based Payments to employees 1,533 2,441
Total 48,533 37,025
291
Notes
36 Other Expenses
(` in Lakh)
March 31, 2019 March 31, 2018
Rent 5,988 5,039
Rates and Taxes 386 513
Travelling and Conveyance 4,386 3,911
Printing and Stationery 640 704
Advertising 7,489 8,052
Training & Conference Expenses 185 298
Business Sourcing Expense 10,238 7,138
Insurance Charges 574 594
Legal & Professional Charges 7,137 4,294
Communication Expense 1,857 1,519
Repairs and Maintenance - Other than Buildings 2,616 2,662
Electricity Charges 974 911
Directors’ Fees and Commission 44 97
Security Deposit written off 1,215 -
Loss on Sale of Property, plant and equipments 5,178 61
Expenditure on corporate social responsibility (CSR) under section 135 of the Companies 2,719 2,381
Act, 2013
Office Maintenance 1,628 1,431
Recovery Expense 1,383 942
Bad debts written off 21,226 15,991
Less: Provision utilized 21,226 - 15,991 -
General Office Expenses* 4,857 849
Total 59,494 41,396
* Includes reversal of trade mark licence fees income of ` 3,999 lakh (Previous year ` Nil) based on change by regulators.
36.1 Company is required to spend money on Corporate Social Responsibility (CSR) activity as per CSR Rules under the Companies Act
2013. During the year Company has spent ` 2,719 Lakh (` 2,381 Lakh) the required sum being ` 2,659 Lakh (` 2,298 Lakh).
Details of amount spent towards CSR given below:

(` in Lakh)
March 31, 2019 March 31, 2018
Art and Culture 2 15
Early Childhood Care and Education 1,654 934
Education 284 322
Environment 3 2
Financial Literacy 242 141
Health and Medicine 9 26
Rural development 123 237
Skill Development 340 551
Sports - 58
Others 62 95
Grand Total 2,719 2,381

1 2 3
Notes
36.2 Remuneration of Non Executive Directors consist of ` 42 lacs (` 35 lacs) towards sitting fee and Nil (RS 60 lacs) as commission
including GST.
36.3 Auditors Remuneration:-
(` in Lakh)
March 31, 2019 March 31, 2018
Audit Fees 250 150
Tax Audit Fees 11 11
Certification and Other Matters 270 84
Service Tax/GST 43 24
Total 574 269
*Certification and other matters includes ` 169 lacs (P. Y. ` Nil) paid towards fees for public issue of Secured Non Convertible
Debentures(NCD) and Masala Bond and debited to prepaid expenses and amortised over a period of NCD/Masala Bond.
37 Taxes
a) Income tax expenses
The major components of income tax expenses
i) Profit and Loss section

(` in Lakh)
March 31, 2019 March 31, 2018
Current tax expenses 53,832 48,362
Deferred tax (65,840) (2,259)
Total (12,008) 46,103
ii) Other comprehensive income section

(` in Lakh)
March 31, 2019 March 31, 2018
Current tax expenses - -
Deferred tax 737 (52)
Total 737 (52)
293
Notes
b) Reconciliation of effective tax rate

(` in Lakh)
March 31, 2019 March 31, 2018
(Loss)/ Profit before tax (110,401) 170,559
Enacted tax rate in India (including surcharge and cess) 34.944% 34.608%
Expected tax expenses (38,579) 59,027
Effect of income that is exempt from taxation (421) (4,402)
Effect of expenses that are not deductible in determining taxable profit 1,004 1,372
Effect of income on investment which are treated as capital gains 1,619 (1,621)
Effect of differential rate for deferred tax 27,327 937
Deduction under section 36(1)(viii) of the Income Tax Act 1961 - (9,785)
Others (2,221) 523
Total (11,271) 46,051
Tax expense recognised in profit and loss (12,008) 46,103
Tax expense recognised in other comprehensive income 737 (52)
Total (11,271) 46,051
38 Earnings per share

The following is the computation of earnings per share on basic and diluted earnings per equity share:
Particulars For the year ended For the year ended
March 31, 2019 March 31, 2018
Net (Loss) / profit after tax attributable to equity shareholders (` In Lakh) (96,591) 126,332
Weighted average number of equity shares outstanding during the year (Nos) 313,769,497 313,529,855
Add: Effect of potential issue of shares / stock rights * - 1,422,586
Weighted average number of equity shares outstanding during the year including
potential shares outstanding (Nos) 313,769,497 314,952,441
Face value per equity share (`) 10.00 10.00
Basic earnings per equity share (`) (30.78) 40.29
Diluted earnings per equity share (`) (30.78) 40.11
* not considered when anti-dilutive

1 2 3
Notes
39 Contingent liabilities
(` in Lakh)
March 31, 2019 March 31, 2018
Guarantees provided by bank on behalf of Company for Securitisation, Public issue of
NCDs and Representative Office 22,710 10,730
Claims against the Company not acknowledged as debts 1,157 1,891
Undertaking provided by the Company for meeting the shortfall in collection, if any, at
the time of securitisation of receivables done prior to April 1, 2017 and outstanding as
at March 31, 2019. The outflows would arise in the event of short collection, in the Cash
inflows of the pool of securitised receivable. 28,603 28,608
40 Commitments
Estimated amount of contracts remaining to be executed on capital account (net of advances) and not provided for as at March
31, 2019 ` 980 Lakh (March 31, 2018 ` 4007 Lakh and April 1,2017 ` 8380 Lakh respectively)
41 Operating lease
The Company has taken certain premises on cancellable operating lease basis. The tenure of such agreements ranges from 12 months to
120 months with options of renewal and premature termination of agreement. Lease payments recognised in the Statement of Profit and
Loss for the year in respect thereof are ` 4,370 Lakhs ( Previous Year ` 3,967 Lakhs).
The Company has acquired premises under non-cancellable operating leases for periods ranging from 12 months to 108 months. Lease
payments recognised in the Statement of Profit and Loss for the year in respect thereof are ` 1,618 Lakhs (Previous year ` 1,072 Lakhs).
Future minimum lease payments under non-cancellable operating leases are as follows :
(` in Lakh)
Not later than 1 Year 508 358 394
Later than 1 Year and not later than 5 years 633 219 401
More than 5 Years 1 14 49
Total 1,142 591 844
42 Financial instruments
i Fair value hierarchy
The company uses the following hierarchy to determine the fair values of its financial instruments that are (a) recognised
and measured at fair value and (b) measured at amortised cost and for which fair values are disclosed in the financial
statements:
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes listed equity
instruments and mutual funds that have quoted price. The fair value of all equity instruments which are traded in the stock
exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market (for example, traded bonds, over-the-
counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely
as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable,
the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in
level 3.
There were no transfers between levels 1, 2 and 3 during the year.
295
Notes
The Company’s recognises transfers in and transfers out of fair value hierarchy levels as at the end of the reporting period.
ii Accounting classifications and fair values

As at March 31, 2019 (` In Lakh)

Amortised
Level 1 Level 2 Level 3 Total
cost
Financial assets
Cash and cash
equivalents - - - - 125,967 - 125,967
Derivative financial
instruments - 17,113 - 17,113 - - 17,113
Receivables - - - - 476 - 476
Housing and other loans - - 3,162,815 3,162,815 6,634,882 - 9,797,697
Investments 10,404 106,420 116,824 99,993 31,905 248,722
Total Financial Assets 10,404 17,113 3,269,235 3,296,752 7,144,544 31,905 10,473,201
instruments - 1,335 28,916 30,251 - - 30,251
Trade Payables - - - - 10,211 - 10,211
Debt Securities - - - - 4,567,050 - 4,567,050
Borrowings (Other than

Debt Securities) - - - - 4,060,421 - 4,060,421
Deposits - - - - 658,840 - 658,840
Total Financial
Liabilities - 1,335 28,916 30,251 9,818,872 - 9,849,123
* Others includes investment in associates and joint ventures which have been carried at cost

1 2 3
Notes

Amortised
Level 1 Level 2 Level 3 Total
cost
Financial assets
Cash and cash
equivalents - - - - 192,309 - 192,309
instruments - 8,723 - 8,723 - - 8,723
Receivables - - - - 4,274 - 4,274
Housing and other loans - - 65,670 65,670 9,245,792 - 9,311,462
Investments 418,897 83,553 502,450 280,373 29,210 812,033
instruments - 13,581 - 13,581 - - 13,581
Trade Payables - - - - 10,414 - 10,414
Debt Securities - - - - 3,608,092 - 3,608,092

Debt Securities) - - - - 4,511,414 - 4,511,414
Deposits - - - - 965,244 - 965,244
Total Financial
Liabilities - 13,581 - 13,581 9,703,944 - 9,717,525
297
Notes
As at April 1, 2017 (` In Lakh)

cost
Financial assets
Cash and cash
equivalents - - - - 279,494 - 279,494
instruments - 6,330 - 6,330 - - 6,330
Receivables - - - - 247 - 247
Housing and other loans - - - - 7,228,396 - 7,228,396
Investments 268,950 12,418 281,368 1,054,039 16,960 1,352,367
instruments - 11,698 - 11,698 - - 11,698
Trade Payables - - - - 4,822 - 4,822
Debt Securities - - - - 3,319,820 - 3,319,820
Debt Securities) - - - - 4,043,062 - 4,043,062
Deposits - - - - 636,572 - 636,572
Total Financial
Liabilities - 11,698 - 11,698 8,281,560 - 8,293,258
iii Fair value of the financial assets that are measured at amortised cost
Financial assets
Investments 99,993 96,303 - 14,126 110,429
Debt Securities 4,180,731 - - 4,026,700 4,026,700
Deposits 658,840 - - 697,504 697,504

1 2 3
Notes

Financial assets
Investments 280,373 285,019 - 9,399 294,418
Debt Securities 2,732,101 - - 2,819,327 2,819,327
Deposits 965,244 968,991 968,991

Financial assets
Investments 1,072,108 254,056 789,174 - 1,043,230
Total Financial Assets 1,072,108 254,056 789,174 - 1,043,230
Debt Securities 2,732,212 - - 2,523,883 2,523,883
Deposits 636,572 - - 666,296 666,296
Notes:
a The fair value of the financial assets and liabilities are considered at the amount at which the instrument could be
exchanged in current transaction between willing parties.
b The fair value of fixed rate financial liabilities are determined based on cash flows discounted using current borrowing
rate.
c Housing and property loans measured at amortised costs are substantially repriced frequently, with interest rate
reflecting current market price and hence the carrying value approximates their fair value.
d The Company considers that the carrying amounts recognised in the financial statements for financial assets and
financial liabilities other than disclosed above approximate their fair values.
iv Valuation technique used to determine fair value of financial instruments measured at FVTPL:
a The fair value of a financial instrument on initial recognition is normally the transaction price (fair value of the
consideration given or received). Subsequent to initial recognition, the Company determines the fair value of
financial instruments that are quoted in active markets using the quoted prices and using valuation techniques for
other instruments. Valuation techniques include discounted cash flow method, market comparable method, recent
transactions happened in the Company and other valuation models.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data
is available to measure fair value, maximising the use of relevant observable inputs and minimising the use of
unobservable inputs.
b Financial instruments carried at fair value (level 3 in hierarchy):
The fair values are measured using valuation techniques including the Discounted Cash Flow (DCF) model and
market comparable method. The inputs to these models are taken from observable market where possible, but where
this is not feasible, a degree of judgement is exercised in establishing fair values. Changes in assumptions about
these factors could affect the reported fair value of financial instruments.
299
Notes
v The following table presents the changes in level 3 financial instruments for the year ended March 31, 2019 and
March 31, 2018:
(` In Lakh)
Particulars Housing and Pass Security Venture Unquoted Derivative
property loans through receipts capital equity / financial
measured at certificate fund preference instruments
FVTPL investments
As at April 01, 2017 - - - 2,418 10,000 -
Acquisitions 65,670 - 66,628 - 4,581 -
Disposal - - - (47) - -
Gains / (Losses) recognised in profit
or loss - - - (27) - -
As at March 31, 2018 65,670 - 66,628 2,344 14,581 -
Acquisitions 32,500 - - 28,916
Disposal (65,670) - (3,618) (39) - -
Reclassified from amortised cost
category to FVTPL 3,488,160 - - - - -
Gains / (Losses) recognized in profit
or loss (325,345) (6,800) 221 (6) 609 -
As at March 31, 2019 3,162,815 25,700 63,231 2,299 15,190 28,916
vi Valuation inputs and relationships to fair value
The following table summarises the quantitative information about the significant unobservable inputs used in level 3 fair value
measurements. See (iv) above for the valuation techniques adopted.
(` In Lakh)
Particulars Fair value
As at As at As at
Housing and property loans measured at FVTPL 3,162,815 65,670 -
Pass through certificate 25,700 - -
Security receipts 63,231 66,628 -
Venture capital fund 2,299 2,344 2,418
Unquoted equity / preference investments 15,190 14,581 10,000
Derivative financial instruments 28,916 - -

1 2 3
Notes
(` In Lakh)
Particulars Significant Impact on Fair value
unobservable As at As at As at As at As at As at
inputs (refer March 31, March 31, March 31, March 31, April 1, April 1,
notes below) 2019 2019 2018 2018 2017 2017
Increase Decrease Increase Decrease Increase Decrease
in FV in FV in FV in FV in FV in FV
Housing and property
loans measured at FVTPL a 124,383 117,880 6,567 6,567 - -
Pass through certificate a 257 257 - - - -
Security receipts b 6,323 6,323 6,663 6,663 - -
Venture capital fund b 230 230 234 234 242 242
Unquoted equity /
preference investments c 465 462 883 878 1,137 955
instruments c 8,736 8,736
Note:
a The expected internal rate of return considered for the purpose of discounting the estimated cash flows. An increase in the rate will
result in decrease in the fair value and vice-versa. The impact disclosed above is based on change in the rate of return by 100 basis
points.
b The fair value is impacted by the change in the net asset value declared. The impact above has been determined based on 10%
change in the net asset value.
c Valuation factor includes equity multiples such as PE ratio, estimated cash flows. The impact above has been determined based on
approx 5% to 10% change in the valuation factor.
43 Maturity Pattern:
The table below shows an analysis of assets and liabilities according to when they are expected to be recovered or settled. With
regard to loans and advances to customers, the Company uses the same basis of expected repayment behaviour as used for
estimating the EIR.
(` In Lakh)
ASSETS
Financial assets
Cash and cash equivalents 125,967 - 125,967 192,309 - 192,309 279,494 - 279,494
Other bank Balances 174,101 - 174,101 92,011 11,030 103,041 63,507 18,300 81,807
Derivative financial instruments 1,568 15,545 17,113 884 7,839 8,723 418 5,912 6,330
Receivables 476 - 476 4,274 - 4,274 247 - 247
Housing and Other loans 2,248,271 7,549,426 9,797,697 1,804,950 7,506,512 9,311,462 1,212,749 6,015,647 7,228,396
Investments 102,830 145,892 248,722 637,867 174,166 812,033 1,283,057 69,310 1,352,367
Other financial assets 30,754 78,371 109,125 21,769 54,879 76,648 20,095 17,898 37,993
Total Financial Assets 2,683,967 7,789,234 10,473,201 2,754,064 7,754,426 10,508,490 2,859,567 6,127,067 8,986,634
Current Tax Assets (Net) - 37,020 37,020 - 14,730 14,730 - 8,463 8,463
Deferred tax assets - 43,396 43,396 - 9,563 9,563 - 19,244 19,244
Property, plant and equipment - 78,293 78,293 - 84,228 84,228 - 20,435 20,435
Capital Work-in-progress - - - - - - - 54,615 54,615
301
Notes
(` In Lakh)
Intangible assets under
development - 10,401 10,401 - 12,905 12,905 - 8,762 8,762
Other intangible assets - 8,175 8,175 - 751 751 - 454 454
Other non-financial assets 9,714 9,714 3,780 - 3,780 2,989 - 2,989
Total Non-Financial Assets 9,714 177,285 186,999 3,780 122,177 125,957 2,989 111,973 114,962
Total Assets 2,693,681 7,966,519 10,660,200 2,757,844 7,876,603 10,634,447 2,862,556 6,239,040 9,101,596
LIABILITIES
Derivative financial instruments 148 30,103 30,251 1,376 12,205 13,581 775 10,923 11,698
Trade Payables 10,211 - 10,211 10,414 - 10,414 4,822 - 4,822
Debt Securities 1,242,840 3,324,210 4,567,050 886,754 2,721,338 3,608,092 459,325 2,860,495 3,319,820
Borrowings (Other than Debt
Securities) 787,032 3,273,389 4,060,421 867,164 3,644,250 4,511,414 684,202 3,358,860 4,043,062
Deposits 302,852 355,988 658,840 419,599 545,645 965,244 280,700 355,872 636,572
Subordinated Liabilities - 113,581 113,581 - 113,184 113,184 - 63,996 63,996
Other financial liabilities 395,179 13,590 408,769 475,822 19,774 495,596 196,130 17,158 213,288
Total Financial Liabilities 2,738,262 7,110,861 9,849,123 2,661,129 7,056,396 9,717,525 1,625,954 6,667,304 8,293,258
Provisions 1,015 - 1,015 629 - 629 67 - 67
Other non-financial liabilities 16,325 - 16,325 16,492 - 16,492 10,804 - 10,804
Total Non-Financial Liabilities 17,340 - 17,340 17,121 - 17,121 10,871 - 10,871
Total liabilities 2,755,602 7,110,861 9,866,463 2,678,250 7,056,396 9,734,646 1,636,825 6,667,304 8,304,129
Notes:
2 For the purposes of the above disclosure, the maturity pattern of the loans measured at FVTPL has been determined based
on the management’s estimate of realization including through sale.
44 Financial risk management

a Liquidity Risk
Liquidity risk is the current and prospective risk arising out of an inability to meet financial commitments as they fall due,
through available cash flows or through the sale of assets at fair market value. It includes both, the risk of unexpected
increases in the cost of funding an asset portfolio at appropriate maturities and the risk of being unable to liquidate a position
in a timely manner at a reasonable price.
The Company manages liquidity risk by maintaining sufficient cash and marketable securities and by having access to
funding through an adequate amount of committed credit lines. Given the need to fund diverse products, the Company
maintains flexibility in funding by maintaining availability under committed credit lines to meet obligations when due.
Management regularly monitors the position of cash and cash equivalents vis-à-vis projections. Assessment of maturity
profiles of financial assets and financial liabilities including debt financing plans and maintenance of Balance Sheet liquidity
ratios are considered while reviewing the liquidity position.
We manage liquidity risk in accordance with our Asset Liability Management Policy. This policy is framed as per the current
regulatory guidelines and is approved by the Board of Directors. The Asset Liability Management Policy is reviewed
periodically to incorporate changes as required by regulatory stipulation or to realign the policy with changes in the economic
landscape. The Asset Liability Committee (ALCO) of the Company formulates and reviews strategies and provides guidance
for management of liquidity risk within the framework laid out in the Asset Liability Management Policy.
Also refer Note 54 on the going concern consideration.

1 2 3
Notes
Maturity Analysis of Financial assets and Financial Liabilities

Financial Assets
Other bank Balances 174,101 174,101 - - -
Derivative financial instruments 17,113 1,568 12,000 2,362 1,183
Investments 248,722 102,830 - - 145,892
Total 10,473,201 2,683,967 3,303,057 3,352,898 1,133,279
Derivative financial instruments 30,251 148 1,094 93 28,916
Trade Payables 10,211 10,211 - - -
Debt Securities 4,567,050 1,242,840 1,241,595 1,081,085 1,001,530
Borrowings (Other than Debt Securities) 4,060,421 787,032 1,653,009 953,313 667,067
Deposits 658,840 302,852 313,372 30,468 12,148
Other financial liabilities 408,769 395,179 9,943 917 2,730
Total 9,849,123 2,738,262 3,219,013 2,065,876 1,825,972
Net 624,078 (54,295) 84,044 1,287,022 (692,693)
Financial Assets
Other bank Balances 103,041 92,011 11,030 - -
Derivative financial instruments 8,723 884 3,889 3,950 -
Receivables 4,274 4,274 - - -
Housing and Other loans 9,311,462 1,804,950 3,036,086 3,227,064 1,243,362
Investments 812,033 637,867 - - 174,166
Total 10,508,490 2,754,064 3,068,248 3,248,257 1,437,921
Derivative financial instruments 13,581 1,376 6,054 6,151 -
Trade Payables 10,414 10,414 - - -
Debt Securities 3,608,092 886,754 1,096,475 333,914 1,290,949
Deposits 965,244 419,599 455,347 71,882 18,416
Subordinated Liabilities 113,184 - - - 113,184
Other financial liabilities 495,596 475,822 15,752 2,369 1,653
Total 9,717,525 2,661,129 3,102,847 1,639,602 2,313,947
Net 790,965 92,935 (34,599) 1,608,655 (876,026)
303
Notes
Financial Assets
Other bank Balances 81,807 63,507 18,300
Investments 1,352,367 1,283,057 - - 69,310
Total 8,986,634 2,839,472 2,491,684 2,550,586 1,066,899
Trade Payables 4,822 4,822 - - -
Debt Securities 3,319,820 459,325 931,291 588,994 1,340,210
Deposits 636,572 280,700 288,001 55,331 12,540
Subordinated Liabilities 63,996 - - - 63,996
Other financial liabilities 213,288 196,130 13,951 2,340 867
Total 8,293,258 1,625,954 2,484,467 1,873,198 2,309,639
Net 693,376 1,213,518 7,217 677,388 (1,242,740)
Notes:
2 For the purposes of the above disclosure, the maturity pattern of the loans measured at FVTPL has been determined
based on the management’s estimate of realization including through sale.
b Interest Risk
Our core business is deposit taking, borrowing and lending as permitted by the National Housing Bank. These activities
expose us to interest rate risk.
Interest rate risk is measured through earnings at risk from an earnings perspective and through duration of equity from an
economic value perspective. Further, exposure to fluctuations in interest rates is also measured by way of gap analysis,
providing a static view of the maturity and re-pricing characteristic of Balance sheet positions. An interest rate sensitivity
gap report is prepared by classifying all rate sensitive assets and rate sensitive liabilities into various time period categories
according to contracted/behavioural maturities or anticipated re-pricing date. The difference in the amount of rate sensitive
assets and rate sensitive liabilities maturing or being re-priced in any time period category, gives an indication of the extent
of exposure to the risk of potential changes in the margins on new or re-priced assets and liabilities. In order to mitigate
this risk, the Company strives to optimise its borrowings between short-term and long-term debt, and also between floating
and fixed-rate instruments. It prepares interest rate risk reports periodically, and shares the findings with National Housing
Bank. Further, to ensure that exposure to fluctuations in interest rates is kept within acceptable limits, the Company follows
a prudent policy on the management of its assets and liabilities. Interest rate swaps are used on a limited basis for hedging
interest rate mismatches, the ALCO periodically reviews the treasury operations, as well as the pricing of products, at
specific intervals.
The Company also hedges interest rate risks by way of derivatives instruments like Interest rate swaps.

1 2 3
Notes
Exposure to interest rate risk

The Company’s exposures to interest rates on financial assets and financial liabilities are detailed as under:
(` In Lakh)
Loans (Gross):
Fixed rate instruments 738,755 235,023 171,682
Total 6,754,781 9,384,459 7,320,477
Borrowings:
Fixed rate instruments 5,328,348 4,499,654 3,809,969
Total 9,399,892 9,197,934 8,063,450
Interest Rate Sensitivity
The following table demonstrates the net sensitivity to a reasonably possible change in interest rate (all other variables being
constant) of the Statement of Profit and Loss (after taxes) and equity:
Particulars Basis Points For the year ended For the year ended
March 31, 2019 March 31, 2018
Increase by basis points 50 6,325 14,479
Decrease by basis points (50) 6,325 14,479
Exchange Rate Risk
The Board of Directors of the Company has an approved Foreign Exchange and Interest Rate Risk Management Policy
Document. The Company manages the currency risk in accordance with the guidelines prescribed.
The Company’s activities expose it to the financial risks of changes in foreign exchange rates and interest rates. The
Company uses derivative contracts such as foreign exchange forward, cross currency contracts, interest rate swaps,
foreign currency futures, options and swaps to hedge its exposure to movements in foreign exchange rates and interest
rates. The use of these foreign exchange and forward contracts reduce the risk or cost to the Company and the Company
does not use those for trading or speculation purposes. The Company uses hedging instruments that are governed by the
policies of the Company which are approved by the Board of Directors, which provide written principles on the use of such
financial derivatives consistent with the risk management strategy of the Company.
The exposure in foreign currency in respect of the External Commercial Borrowings has been fully hedged by foreign
currency swap contract is as under (Also refer Note 6 in respect of details of derivative contracts):
As at ` in Lakh USD in Lakh

March 31, 2019 280,749 4,117
March 31, 2018 295,412 4,594
April 1, 2017 315,276 4,933
Hedging Policy
The Company’s hedging policy only allows for effective hedging relationships to be considered as hedges as per the relevant
Ind AS. Hedge effectiveness is determined at the inception of the hedge relationship, and through periodic prospective
effectiveness assessments to ensure that an economic relationship exists between the hedged item and hedging instrument.
The Company enters into hedge relationships where the critical terms of the hedging instrument match with the terms of the
hedged item, and so a qualitative and quantitative assessment of effectiveness is performed.
Cash Flow Hedge

305
Notes
Hedging Instrument
hedging hedging sheet / strike price instrument used as the
instruments instruments of the hedging basis for recognising
Assets liabilities instrument hedge ineffectiveness -
(profit) / loss
March 31, 2019
INR USD - Currency 294,293 10,198 809 Derivative Weighted Average 21,252
67.25
INR USD - Forward 18,861 - 526 Derivative Weighted Average -
exchange contracts Financial 74.52 Ranging
85.
Total 313,154 10,198 1,335 21,252
March 31, 2018
INR USD - Currency 299,443 1,718 13,581 Derivative Weighted Average (3690)
67.25
Total 299,443 1,718 13,581 (3690)
April 1, 2017
INR USD - Currency 319,927 3,102 11,275 Derivative Weighted Average -
67.25
Total 319,927 3,102 11,275 -
Hedged Item (` In Lakh)
Particulars Change in the value Cash flow Cost of Foreign

of hedged item used hedge reserve hedging as at Currency
as the basis for as at - (Debit)/ Monetary Items
recognising hedge Credit Translation
ineffectiveness Reserve
March 31, 2019 NA
March 31, 2018 NA
April 1, 2017 NA
The impact of the cashflow hedges in the statement of profit and loss and other comprehensive income:
Particulars Hedging gains or losses recognised in other
31-Mar-19 31-Mar-18 1-Apr-17
Forward exchange contracts and Currency swaps 1,805 83 (5,720)
Fair Value Hedge

1 2 3
Notes
Hedging Instrument (` In Lakh)
Particulars Notional amount Carrying Line in the Change in fair value

amount - Asset balance sheet used for measuring
ineffectiveness for
the period
Interest Rate Swap as at
March 31, 2019 190,000 3,281 Derivative -
March 31, 2018 - - Financial NA
April 1, 2017 - - Instruments NA
Hedged Item (` In Lakh)
Particulars Notional amount Carrying Line in the Change in fair value

amount - Asset balance sheet used for measuring
ineffectiveness for
the period
Fixed rate borrowing as at
March 31, 2019 190,000 3,294 Debt Securities -
March 31, 2018 - - NA
April 1, 2017 - - NA
The impact of the fair value hedges in the statement of profit and loss:
Particulars Hedge ineffectiveness recognised in statement of Line in the statement
profit and loss - Gain/ (Loss) of profit and loss
31-Mar-19 31-Mar-18 1-Apr-17 that includes hedge
ineffectiveness
Interest Rate Swap (13) - - Finance Cost
c Credit risk
Credit risk is the risk of loss that may occur from the failure of any party to abide by the terms and conditions of any contract,
principally the failure to make required payments of amounts due to the company. In its lending operations, the Company is
principally exposed to credit risk.
The credit risk is governed by the Credit Policy approved by the Board of Directors. The Credit Policy outlines the type of
products that can be offered, customer categories, the targeted customer profile and the credit approval process and limits.
The Company measures, monitors and manages credit risk at an individual borrower level and at the group exposure
level for corporate borrowers. The credit risk for retail borrowers is being managed at portfolio level for both Home loans
and Other property loans. The Company has a structured and standardized credit approval process, which includes a
well-established procedure of comprehensive credit appraisal. The Risk Management Policy addresses the recognition,
measurement, monitoring and reporting of the Credit risk.
Credit Risk Assessment Methodology:

Housing and other property loans:
Company’s customers for retail loans are primarily Lower and middle income, salaried and self-employed individuals.
The Company’s credit officers evaluate credit proposals on the basis of approved operating policies. The criteria typically
include factors such as the borrower’s income, the loan-to-value ratio and demographic parameters. Any deviations need to
be approved at the designated levels.
External agencies such as field investigation agencies facilitate a comprehensive due diligence process including visits to
offices and homes in the case of loans made to retail borrowers.
The Company has an established credit appraisal procedure leading to appropriate identification of credit risk for wholesale
mortgage loans which involves critical assessment of quantitative and qualitative parameters subject to review and approval
307
Notes
basis approved operating policies. A significant portion of wholesale mortgage loans are secured by a lien over appropriate
assets of the borrower.
Company monitor’s borrower account behaviour as well as static data regularly to monitor the portfolio performance of each
product segment regularly, and use these as inputs in revising its product programs, target market definitions and credit
assessment criteria to meet the twin objectives of combining volume growth and maintenance of asset quality.
The loans are secured by the mortgage of the borrowers’ property.
Loan to developers:
The Company has a framework for the appraisal and execution of project finance transactions. The Company believes that
this framework creates optimal risk identification, allocation and mitigation and helps minimize residual risk.
The project finance approval process begins with a detailed evaluation of technical, commercial, financial, marketing and
management factors and the sponsor’s financial strength and experience.
As part of the appraisal process, a risk matrix is generated, which identifies each of the project risks, mitigating factors and
residual risks associated with the project. After credit approval, a letter of intent is issued to the borrower, which outlines the
principal financial terms of the proposed facility, sponsor obligations, conditions precedent to disbursement, undertakings
from and covenants on the borrower.
After completion of all formalities by the borrower, a loan agreement is entered into with the borrower.
Project finance loans are generally fully secured and have full recourse against the borrower. In most cases, the Company
has a security interest and first lien on all the fixed assets. Security interests typically include property as well as other
tangible assets of the borrower, both present and future. The Corporation also takes additional credit comforts such as
corporate or personal guarantees from one or more sponsors of the project.
The Company requires the borrower to submit periodic reports and continue to monitor the credit exposure until loans are
fully repaid.
The Company’s current credit risk grading framework comprises the following categories:
Category Description Basis for recognising expected credit losses

Stage 1 0-30 days past due loans classified as stage 1 12-month ECL
Stage 2 31-90 days past due loans classified as stage 2 Lifetime ECL
Stage 3 > 90 days past due loans classified as stage 3 Lifetime ECL – credit-impaired
The key elements in calculation of ECL are as follows:
PD - The Probability of Default is an estimate of the likelihood of default over a given time horizon. A default may only happen
at a certain time over the assessed period, if the facility has not been previously derecognised and is still in the portfolio. The
PD has been determined based on seasoned historical portfolio data using the survival analysis methodology.
EAD - The Exposure at Default includes repayments scheduled by contract or otherwise, expected drawdowns on committed
facilities, accrued interest from missed payments and loan commitments.
LGD - The Loss Given Default is an estimate of the loss arising in the case where a default occurs at a given time. It is based
on the difference between the contractual cash flows due and those that the lender would expect to receive, including
from the realisation of any collateral. It is usually expressed as a percentage of the EAD. The LGD is determined based on
seasoned historical portfolio data.

1 2 3
Notes
An analysis of changes in the gross carrying amount (excluding adjustment to carrying value on account of application of
effective interest rate) and the corresponding ECL allowances in relation to lending is, as follows:
a Housing and Other Property Loan
The table below shows the credit quality and the exposure to credit risk based on the year-end stage classification.
The amounts presented are gross of impairment allowances.

(` In Lakh)

Gross carrying amount
opening balance 6,895,953 441,024 84,575 7,421,552 5,705,351 156,574 53,891 5,915,816
New assets added during
the year 2,259,050 81,022 - 2,340,072 3,678,077 - - 3,678,077
Assets derecognised
under direct assignment (1,747,976) (1,668) - (1,749,644) (1,149,519) - - (1,149,519)
Repayment of Loans
(excluding write offs) (2,368,674) (53,807) (24,737) (2,447,218) (4,390,731) (40,056) (19,092) (4,449,879)
Transfers to / from Stage 1 1,442,948 (27,310) 41,591 1,457,229 3,238,542 (22,591) 3,489 3,219,440
Transfers to / from Stage 2 (67,484) 81,137 (1,322) 12,331 (165,937) 356,776 (924) 189,915
Transfers to / from Stage 3 (90,307) (60,013) 163,036 12,716 (27,526) (11,616) 43,164 4,022
Considered at Fair Value (683,584) (339,599) (1,076) (1,024,259) - - - -
Amounts written off 4,772 1,536 4,986 11,294 7,696 1,937 4,047 13,680
closing balance 5,644,698 122,322 267,053 6,034,073 6,895,953 441,024 84,575 7,421,552
Reconciliation of ECL balance is given below: (` In Lakh)

Opening balance 24,146 13,448 28,454 66,048 21,958 848 20,240 43,046
ECL remeasurements
due to changes in EAD/
assumptions (net) (6,153) 1,003 (9,099) (14,249) (4,181) (1,774) (5,111) (11,066)
Transfers to / from Stage 1 4,812 (1,073) 15,298 19,037 6,756 (1,001) 934 6,689
Transfers to / from Stage 2 (225) 3,188 (486) 2,477 (346) 15,804 (247) 15,211
Transfers to / from Stage 3 (301) (2,358) 59,967 57,308 (57) (515) 11,555 10,983
On considered at Fair
Value (2,280) (13,343) (396) (16,019) - - - -
On amounts written off 16 60 1,834 1,910 16 86 1,083 1,185
Closing balance 20,015 925 95,572 116,512 24,146 13,448 28,454 66,048
Notes:
1 The Expected Credit Loss shown above is computed on Exposure At Default (EAD) which comprises of the
principal loan amount, EMI/PEMI and interest receivables.
2 Above includes Expected Credit Loss provision on Loan commitment amount to ` 834 Lakh (As at March 31,
2018 and April 1, 2017 : ` 453 Lakh and ` 188 Lakh respectively.
309
Notes
b Loans to Developers

(` In Lakh)

opening balance 1,611,628 252,799 32,936 1,897,363 1,142,304 194,487 64,196 1,400,987
the year 784,695 6,152 - 790,847 819,154 90,403 - 909,557
Assets derecognised
under direct assignment 135,300 - - 135,300 - - - -
Repayment of Loans
(excluding write offs) (163,989) (57,721) (27,970) (249,680) (1,726,671) 761,204 (40,996) (1,006,463)
Transfers to / from Stage 1 (262,897) 262,897 - - 1,502,801 (882,858) 7,750 627,693
Transfers to / from Stage 3 - - (4,436) (4,436) (4,284) (3,465) (325) (8,074)
Considered at Fair Value (1,994,632) (464,126) (5,214) (2,463,972) (65,670) - - (65,670)
Amounts written off 37,507 - 9,933 47,440 - - 2,311 2,311
closing balance 147,612 1 5,249 152,862 1,611,628 252,799 32,936 1,897,363

Opening balance 43,467 11,150 15,807 70,424 25,848 6,453 15,232 47,533
ECL remeasurements
assumptions (net) 22,445 (2,275) (15,275) 4,895 (35,286) 68,600 753 34,067
Transfers to / from Stage 1 (7,805) 11,596 - 3,791 57,745 (71,118) (142) (13,515)
Transfers to / from Stage 3 - - (2,423) (2,423) (165) (279) 6 (438)
On considered at Fair
Value (59,221) (20,471) (2,847) (82,539) (2,523) - - (2,523)
On amounts written off 1,114 - 5,424 6,538 - - (42) (42)
Closing balance - - 686 686 43,467 11,150 15,807 70,424
Notes:
1 The Expected Credit Loss shown above is computed on Exposure At Default (EAD) which comprises of the
principal loan amount, EMI/PEMI and interest receivables.
2 Above includes Expected Credit Loss provision on Loan commitment amount to Nil Lakh (As at March 31, 2018
and April 1, 2017 : ` 4,767 Lakh and ` 2,481 Lakh respectively).

1 2 3
Notes
c Inter Corporate Deposits
Reconciliation of Inter Corporate loan balances is given below:

(` In Lakh)

opening balance 22,023 1,776 38,944 62,743 1,200 - 1,447 2,647
the year 606,125 - - 606,125 893,327 - - 893,327
Repayment of Loans (103,599) - - (103,599) (833,231) - - (833,231)
Transfers to / from Stage 1 (28,286) 28,286 - - - - - -
Transfers to / from Stage 2 - (1,776) 1,776 - (1,776) 1,776 - -
Transfers to / from Stage 3 (485,209) - 485,209 - (37,497) - 37,497 -
closing balance 11,054 28,286 525,929 565,269 22,023 1,776 38,944 62,743

Opening balance 675 54 1447 2176 36 - 1447 1483
ECL remeasurements
assumptions (net) 13892 - - 13892 1842 - - 1842
Transfers to / from Stage 1 (782) 863 - 81 - - - -
Transfers to / from Stage 2 - (54) - (54) (54) 54 - -
Transfers to / from Stage 3 (13413) - - (13413) (1149) - - (1149)
Closing balance 372 863 1,447 2,682 675 54 1,447 2,176
Notes:
The Expected Credit Loss shown above is computed on Exposure At Default (EAD) which comprises of the principal
loan amount and outstanding interest receivables.
d Reconciliation of ECL balance on loan to others are as given below:
(` In Lakh)
Add: on addition -
Less: on deletion -
As at March 31, 2018 19
Add: on addition -
Less: on deletion -
As at March 31, 2019 19
311
Notes
f Concentration of Loans & Advances
31-03-2019 31-03-2018
Total Exposure to twenty largest borrowers/customers* 1,397,757 1,233,282
Percentage of Exposures to twenty largest borrowers /Customers to total
Exposure on Borrowers /Customers 14.95% 13.42%
* Includes loans which are fair valued as at March 31, 2019
45
Impairment allowance for loan against fixed deposit is Nil and therefore related disclosures as required by Ind AS 109 are not
given in the financial statement.
Capital Management
The Company’s objectives when managing capital are to
• Safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and
benefits for other stakeholders, and
• Maintain an optimal capital structure to reduce the cost of capital.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares or sell assets to reduce debt. Consistent with others in the industry, the Company
monitors capital on the basis of the following gearing ratio: Net debt (total borrowings net of cash and cash equivalents and Liquid
investments) divided by Total ‘equity’ (as shown in the balance sheet). Also refer Note 54 on going concern consideration.
Particulars Amount
Total borrowings net of cash and cash equivalents (` in Lakh) 9,273,925
Total Equity (` in Lakh) 793,737
Debt Equity Ratio 11.68
46 Segment reporting
As per requirements of Ind AS 108 on ‘Operating Segments’, based on evaluation of financial information for allocation resources
and assessing performance, the Company has identified a single segment i.e. providing loans for purchase or constructions of
residential houses including all related activities. Accordingly, there are no separate reportable segments as per Ind AS 108.
The Company has its operations majorly within India and all revenue is generated within India.
47 a Employee benefits
Defined Contribution Plan
The company makes contributions to provident fund for qualifying employees to Regional Provident Fund Commissioner
under defined contribution plan under the Provident Fund Act.
Amount recognised as an expense and included under the head “Contribution to Provident and Other Funds” of Statement
of Profit and Loss are as follows:
(` In Lakh)
March 31, 2019 March 31, 2018
Contribution to provident fund 1,049 921
Contribution to pension fund 484 360

1 2 3
Notes
b Defined Obligation Benefit
The company provides gratuity to its employees which are defined benefit plan. The present value of obligation is determined
based on actuarial valuation using the Projected Unit Credit Method, which recognizes each period of service as giving rise
to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligation.
These gratuity plan typically expose the Company to actuarial risks such as: investment risk, interest risk, longevity risk and
salary risk.
Investment Risk:
The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference
to market yields at the end of the reporting period on government bonds. For other defined benefit plans, the discount rate
is determined by reference to market yield at the end of reporting period on high quality corporate bonds when there is a
deep market for such bonds; if the return on plan asset is below this rate, it will create a plan deficit.
Interest risk:
A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the
return on the plan debt investments.
Longevity risk:
The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan
participants both during and after their employment. An increase in the life expectancy of the plan participants will increase
the plan’s liability.
Salary risk:
The present value of the defined plan liability is calculated by reference to the future salaries of plan participants. As such,
an increase in the salary of the plan participants will increase the plan’s liability.
The following table sets out the funded status of the Gratuity and the amount recognised in the Financial Statements:
i Changes in Defined Benefit Obligation
(` In Lakh)
March 31, 2019 March 31, 2018
Liability at the beginning of the year 1,699 1,221
Interest cost 134 93
Benefits paid (237) (243)
Actuarial (gain) /losses (151) 300
Liability at the end of the year 1,823 1,699
313
Notes
ii Changes in Fair Value of Plan Assets
(` In Lakh)
March 31, 2019 March 31, 2018
Fair Value of Plan Assets at the beginning of the year 1,856 1,443
Expected Return on Plan Assets 146 109
Contributions 723 483
Benefits Paid (197) (179)
Actuarial (loss) (22) (1)
Fair Value of Plan Assets at the end of the year 2,506 1,855
iii Reconciliation of Fair Value of Assets and Obligations
(` In Lakh)
March 31, 2019 March 31, 2018
Fair value of Plan Assets 2,506 1,855
Present Value of Obligation 1,823 1,699
Net Asset / (Liability) recognized in the Balance Sheet 683 156
iv Expenses recognized in Statement of Profit and Loss
(` In Lakh)
March 31, 2019 March 31, 2018
Net interest on net defined benefit assets 134 93
Expected Return on Plan Assets (146) (109)
Expenses recognized in the statement of profit and loss under
employee benefits 366 312
v Expenses recognized in Other Comprehensive Income
(` In Lakh)
March 31, 2019 March 31, 2018
Actuarial (Gain)/Loss on Obligation for the Period (151) 299
Return on Plan Assets, Excluding Interest Income 22 2
(Income) / Expenses recognized in the other comprehensive
income (129) 301

1 2 3
Notes
vi Expected benefit payments
(` In Lakh)
March 31, 2019 March 31, 2018
1st Following Year 102 43
2nd Following Year 89 61
3rd Following Year 82 69
Sum of Year 6 to 10 739 679
vii Actuarial Assumptions
(` In Lakh)
March 31, 2019 March 31, 2018
Mortality Table (LIC) 2006-08 2006-08
Discount Rate (P. A.) 7.59% 7.87%
Expected rate of return on plan asset ( per annum) 7.59% 7.87%
Rate of Escalation in Salary (P.A.) 6% 6%
The estimates of rate of escalation in salary considered in actuarial valuation, take into account inflation, seniority,
promotion and other relevant factor including supply and demand in the employment market. The above information
is certified by actuary.
The expected rate of return on plan asset is determined considering several applicable factors , mainly the composition
of plan asset held, assessed risks, historical result of return on plan assets and the Company’s policy for plan assets
management.
Effect of change in assumptions
(` In Lakh)
Particulars Plan Liabilities Plan Asset
Projected Benefit Obligation on Current Assumptions 1,823 1,699
Delta Effect of +1% Change in Rate of Discounting (172) (186)
Delta Effect of -1% Change in Rate of Discounting 202 221
Delta Effect of +1% Change in Rate of Salary Increase 183 223
Delta Effect of -1% Change in Rate of Salary Increase (165) (191)
Delta Effect of +1% Change in Rate of Employee Turnover 22 25
Delta Effect of -1% Change in Rate of Employee Turnover (26) (30)
315
Notes
viii Amount recognised in current year and previous year

Gratuity :
(` In Lakh)
March 31, 2019 March 31, 2018
Defined benefit obligation (1,823) -1,699
Fair value of plan asset 2,506 1,856
Surplus in the plan 683 156
Actuarial (gain)/loss on plan obligation (151) 300
Actuarial (loss) on plan asset (22) (1)
48. As per INDAS 24 on “Related Party Disclosure” details of transactions with related
parties as defined therein are given below :
A) List of related parties with whom transactions have taken place during the year and relationship:
(i) Joint Ventures
a. DHFL Pramerica Asset Managers Private Limited
b. DHFL Pramerica Trustees Private Limited
(ii) Associate Companies
a. Avanse Financial Services Limited
b. Aadhar Housing Finance Limited (Formerly known as DHFL Vysya Housing Finance Limited)(1)
c. Aadhar Housing Finance Limited (Erstwhile)(1)
(iii) Enterprises over which KMP are able to exercise significant influence
a. Arthveda Fund Management Private Limited
b. Wadhawan Holdings Private Limited
c. Dish Hospitality Private Limited
d. WGC Management Services Private Limited
e. Wadhawan Sports Private Limited
f. Essential Hospitality Private Limited
g. DHFL General Insurance Limited (w.e.f. 1st Nov, 2017)
h. DHFL Pramerica Life Insurance Company Limited
i. Wadhawan Global Capital Limited
j. DHFL Changing Lives Foundation (w.e.f. 1st Nov, 2017)
(iv) Investing party and its Group Companies

a. PGLH of Delaware Inc
b. DHFL Pramerica Mutual Fund
(v) Key Management Personnel

a. Mr. Kapil Wadhawan
b. Mr. Dheeraj Wadhawan

1 2 3
Notes
c. Mr. Harshil Mehta

d. G P Kohli (Non -executive Director)
e. Mannil Venugopalan (Non -executive Director)
f. Srinath Sridharan (Non -executive Director)
g. V K Chopra (Non -executive Director)
h. Vijaya Sampath (Non -executive Director)
(vi) Relatives of Key Managerial Personnel

a. Mrs Aruna Wadhawan
(1) In terms of Scheme of Amalgamation, approved by National Company Law Tribunal on October 27,2017,
Erstwhile Aadhar Housing Finance Limited has been merged with the DHFL Vysya Housing Finance
Limited. Name of DHFL Vysya Housing Finance Limited has been changed to Aadhar Housing Finance
Limited after merger.
B) Details of transactions :
Nature of Transactions Joint Ventures Associate Investing party Key Management

Companies/ and its Group Personnel
Others* Companies
2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18
1) Investments
Investments Made - - - 7,736 - - - -
2) Loans, Advances, Deposits and other
assets
Given - - 3,075 2,920 462 280 1,343 -
Returned/Written Off - - 1,215 - - - 767 0
3) Borrowings,Security Deposits and
other liabilities
Received - - 0 416 - - - -
Repayment/Adjusted - - 208 - - - - -
4) Income
Commission 41 3 4,955 5,029 - - - -
Trademark Licence Fees - - (3,999) 4,384 - - - -
Dividend - - 161 73 - - - -
Trustee Ship fee - - - - 80 80 - -
Interest - - 353 57 - - 2 2
Rent & Maintenance 3 6 1,417 1,042 - -
Other Income - - 389 113 - - 0 0
Technical Fees - - 5 8 - - - -
Servicing fees - - 17 - - - - -
Management Fee - - - - 2,713 61 - -
317
Notes

Others* Companies
2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18
5) Expenditure
Remuneration - - - - - - 1,068 918
Rent Expenses - - 1,995 1,895 - - - -
Brokerage, Marketing Fees and scheme - - 17 32 2,713 61 - -
related expense
Insurance Charges - - 612 65 - - - -
Service Charges - - - 1 - - - -
Canteen Expenses - - 140 115 - - - -
Electricity Expenses - - 2 - - - - -
CSR Expenses - - 1,654 579 - - - -
Professional Charges - - 1 - - - - -
Directors Sitting Fees - - - - - - 39 22
6) Sale of Loans (Securitisation) - - 37,894 - - - - -
7) Purchase/Sale of Securities (Net) - - 22,787 - - - - -
8) Sale & Purchase PPE - - 7 - - - - -
INCOME RECEIVED FROM :
1) Commission
DHFL Pramerica Life Insurance Co Ltd - - 2,783 3,119 - - - -
DHFL Pramerica Asset Managers Pvt 41 3 - - - - - -
Ltd
DHFL General Insurance Ltd - - 2,172 1,910 - - - -
2) Trademark Licence Fees
DHFL General Insurance Ltd - - (3,999) 4,384 - - - -
3) Dividend
Aadhar Housing Finance Ltd ( Formerly - - 161 73 - - - -
known as DHFL Vysya Housing Finance
Ltd)
4) Interest
Wadhawan Holding Pvt Ltd - - 338 57 - - - -
Wadhawan Global Capital Ltd - - 15 - - - - -
5) Rent & Maintenance Charges
DHFL Pramerica Asset Managers Pvt Ltd 3 6 - - - - - -
Arthveda Fund Management Pvt Ltd - - 2 66 - - - -
Aadhar Housing Finance Ltd (Formerly - - 163 152 - - - -
DHFL Vysya)
Avanse Financial Services Ltd - - 506 307 - - - -
WGC Management Services Pvt Ltd - - 229 218 - - - -
DHFL General Insurance Ltd - - 502 299 - - - -

1 2 3
Notes

Others* Companies
2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18
DHFL Pramerica Life Insurance - - 15 - - - - -
Company Ltd
6) Other Income
Aadhar Housing Finance Limited - - 200 90 - - - -
(Formerly known as DHFL Vysya
Housing Finance Limited)
Avanse Financial Services Pvt Ltd - - 189 15 - - - -
Aadhar Housing Finance Ltd - - - 6 - - - -
Avanse Financial Services Pvt Ltd - - - 2 - - - -
7) Technical Fees
Avanse Financial Services Pvt Ltd - - 5 8 - - - -
8) Service Charges
Aadhar Housing Finance Ltd - - 17 - - - - -
9) Trusteeship Fees
DHFL Pramarica Mutual Fund - - - - 80 80 - -
10) Management Fee Income
DHFL Pramarica Mutual Fund - - - - 6,860 10,715 - -
EXPENDITURE :
1) Rent, Rates & Taxes
Wadhawan Holdings Private Limited - - 258 241 - - - -
Essential Hospitality Private Limited - - 1,736 1,654 - - - -
2) Remuneration
Mr. Kapil Wadhawan - - - - - - 321 399
Mr. Harshil Mehta - - - - - - 747 519
3) Directors Sitting Fees
Dheeraj Wadhawan - - - - - - 5 5
G P Kohli - - - - - - 14 8
Mannil Venugopalan - - - - - - 8 3
Srinath Sridharan - - - - - - 1 -
V K Chopra - - - - - - 8 5
Vijaya Sampath - - - - - - 3 2
4) Brokerage and Marketing Fees
5) Insurance Charges
DHFL Pramerica Life Insurance Co Ltd - - 92 65 - - - -
DHFL General Insurance Ltd - - 520 - - - - -
6) Canteen Expenses
Dish Hospitality Private Limited - - 140 115 - - - -
319
Notes

Others* Companies
2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18
7) Professional Charges
Aadhar Housing Finance Limited - - 1 1 - - - -
Housing Finance Limited)
8) Electricity Expenses
Arthveda Fund Management Private - - 2 - - - - -
Limited
9) CSR Expenses
DHFL Changing Lives Foundation - - 1,654 579 - - - -
10) Brokerage and scheme related
expenses
DHFL Pramerica Mutual Fund - - - - 2,713 61 - -
ASSETS \ LIABILITIES :
1) Investments made
Avanse Financial Services Ltd - - - 7,736 - - - -
2) Loans, Advances, Deposits and other
assets
DHFL Pramerica Life Insurance Co Ltd - - 11 - - - - -
DHFL General Insurance Ltd - - 64 100 - - - -
Wadhawan Holding Private Ltd - - - 2,820 - - - -
Mr. Harshil Mehta - - - - - - 1,343 -
Wadhawan Global Capital Ltd - - 3,000 - - - - -
DHFL Pramerica Mutual Fund - - 462 280
3) Loans & Advances Received Back /
Written Off
Essential Hospitality Private Ltd (Security - - 1,215 - - - - -
Deposit)
DHFL General Insurance Ltd - - - 208 - - - -
5) Repayment of Borrowings/ Deposits
Avanse Financial Services Ltd - - 0 - - - - -
DHFL General Insurance Ltd - - 208 - - - - -
6) Sale of Loans (Securitisation)
Aadhar Housing Finance Ltd - - 37,894 - - - - -
7) Sale / (Purchase) of Securities (Net)
Aadhar Housing Finance Ltd - - 22,787 - - - - -
8) Sale/ (Purchase) PPE (Net)
Avanse Financial Services Ltd - - (0) - - - - -
Aadhar Housing Finance Ltd - - 7 - - - - -

1 2 3
Notes

Others* Companies
2018-19 2017-18 2018-19 2017-18 2018-19 2017-18 2018-19 2017-18
9) Purchase of Mutual fund Units
DHFL Pramerica Mutual Fund - - - - 65,049 27,797 - -
10) Sale of Mutual fund units
DHFL Pramerica Mutual Fund - - - - 63,272 27,539 - -
Nature of Transactions Joint Ventures Associate Companies/ Investing party and its Key Management
Others* Group Companies Personnel
2018-19 2017-18 2016-17 2018-19 2017-18 2016-17 2018-19 2017-18 2016-17 2018-19 2017-18 2016-17
Closing Balances:
a) Loans, Advances 2 1 10 2,463 8,934 2,246 (103) 593 1,530 643 67 67
and Deposits &
Trade Receivable
(Net)
b) Borrowings / - - - 224 432 16 29,138 26,742 24,535 - - -
Security Deposits
(Net)
2018-19 2017-18 2016-17 2018-19 2017-18 2016-17 2018-19 2017-18 2016-17 2018-19 2017-18 2016-17
CLOSING BALANCES :
1) Loans, Advances,
Deposits and other
assets
Wadhawan Holding - - - 2,958 2,820 - - - - - - -
Private Ltd
Essential Hospitality - - - - 1,215 1,215 - - - - - -
Private Ltd
Wadhawan Global - - - 3,015 - - - - - - - -
Capital Ltd
DHFL General - - 10 164 100 - - - - - - -
Insurance Ltd
DHFL Pramerica - - - 21 10 - - - - - - -
Life Insurance Co.
Ltd
Mr. Harshil Mehta - - - - - - - - - 643 67 67
2) Trade Receivable
and other assets
Aadhar Housing - - - 237 105 - - - - - - -
Finance Limited
(Refer Note 9)
321
Notes
2018-19 2017-18 2016-17 2018-19 2017-18 2016-17 2018-19 2017-18 2016-17 2018-19 2017-18 2016-17
DHFL Pramerica - - 33 954 150 - - - - - -
Life Insurance Co
Ltd
DHFL Pramerica 2 1 0 - - - - - - - - -
Asset Managers Pvt
Ltd
Arthveda Fund - - - - - 30 - - - - - -
Management
Private Ltd
Aadhar Housing - - - - 606 922 - - - - - -
Finance Ltd
(Formerly known
as DHFL Vysya
Housing Finance
Ltd)
Avanse Financial - - - 163 5 - - - - - - -
Services Ltd
DHFL General - - - - 3,120 - - - - - - -
Insurance Ltd
WGC Management - - - 41 - - - - - - - -
Services Pvt Ltd
DHFL Pramerica - - - - - - 110 615 1,541 - - -
Mutual Fund
3) Security Deposit
Received
Avanse Financial - - - 208 208 0 - - - - - -
Services Ltd
DHFL General - - - - 208 - - - - - - -
Insurance Ltd
Aadhar Housing - - - 16 16 16 - - - - - -
Finance Ltd
(Formerly known
as DHFL Vysya
Housing Finance
Ltd)
PGLH of Delaware - - - - - - - 10 10 - - -
Inc
4) Trade Payable and
Other liabilities
Dish Hospitality - - - 3 1 10 - - - - - -
Private Ltd
Wadhawan Holding - - - 25 - 40 - - - - - -
Private Ltd

1 2 3
Notes
2018-19 2017-18 2016-17 2018-19 2017-18 2016-17 2018-19 2017-18 2016-17 2018-19 2017-18 2016-17
Aadhar Housing - - - - - 21 - - - - - -
Finance Ltd
(Securitisation)
DHFL General - - - 4,126 - - - - - - - -
Insurance Ltd
Aadhar Housing - - - 15 - - - - - - - -
Finance Ltd
(Securitisation)
PGLH of Delaware - - - - - - 212 23 12 - - -
Inc
5) Debt Securities
Wadhawan Global - - - - - - 29,138 26,732 24,525 - - -
Capital Limited
*Others include Enterprises over which KMP are able to exercise significant influence.
Notes :
1) Related party relationship is as identified by the Company and relied upon by the Auditors.
2) The figures of income and expenses are net of service tax.
3) Transactions with the related parties are disclosed only till the relationship exists.
4) Previous years figures have been regrouped, rearranged and reclassified wherever necessary.
5) Term loans from banks and loans from NHB are further guaranteed by personal guarantees of Mr Kapil Wadhawan and
Mr Dheeraj Wadhawan .
6) Loans from NHB are further guaranteed by personal guarantee of Mrs Aruna Wadhawan and Corporate Guarantee of
Wadhawan Global Capital Private Limited.
7) Managerial remuneration excludes the contribution for gratuity as the incremental liability has been accounted by the
Company as a whole.
8) There are no provisions for doubtful debts or amount written off or written back for debts due from or due to related
parties.
9) The above transactions excludes receivable/ payable in respect of assignment transactions entered into by the
Company where either the Company or the associate company is acting as collection agent.
10) Also refer Note 6.3
11) Zero denotes amount less than ` 50,000
49
As a part of the Company’s effort to sell down its non-core investments in associates to generate liquidity, the Company has
entered into Binding Share Purchase Agreement for –
a Sale of 23,01,090 (9.15%) equity shares held in Aadhar Housing Finance Limited(AHFL) to private equity funds managed by
Blackstone on 02nd February 2019 for a total consideration of ` 20,895 lakh. After obtaining applicable regulatory and other
approval ` 16,363 lakh has been received by the Company on 10th June 2019 and balance of ` 4,532 lakh is expected over
the period of next 6 months.
323
Notes
b Sale of 1,92,50,719 (30.63%) equity shares held by the Company in Avanse Financial Services Limited (Avanse) to Olive
Vine Investments Limited an affiliate of Warburg Pincus Group on 16th March 2019 for a consideration of ` 30,352 lakh.
c Sale of its entire shareholding in DHFL Pramerica Asset Managers Private Limited, , to M/s PGLH of Delaware Inc. vide
agreement dated 21st February ‘19, subject to related regulatory approvals. As per the same purchase consideration shall
be based on the Asset under Management (AUM).
50
In the last week of January, 2019, News portal Cobrapost.com made allegations against the Company’s management and its
promoters . The Company received a series of questions from the portal shortly before the allegations were made public. The
Audit Committee appointed an independent firm of Chartered Accountants (Independent Chartered Accountants) to review the
allegations and report to the Committee. The report by Independent Chartered Accountants restricted its scope to the allegations
which in their opinion pertained to the Company, highlighted certain procedural lapses and documentation deficiencies inter alia the
fact that the end use monitoring of the funds loaned had not been performed despite a specific mandate by the finance Committee
as part of the loan sanction conditions. The Statutory Auditors post their review of the Independent Chartered Accountants report,
provided their observations and suggestions on the scope, coverage and findings by the Independent Chartered Accountants in
the report as well as additional areas that needed to be covered. The management is in the process of determining the action to
address the comments of the Statutory Auditors. As stated in the Action taken report tabled before the Audit Committee on 29th
March, 2019, the Company has sought written explanations from the loanees for loans where end use monitoring was not effected.
The Company is yet to receive responses from the loanees after which a decision on remedial measures including recalling
the monies advanced will be made. The Company is undertaking fresh valuation in respect of the loans including underlying
securities that were a subject matter of the allegations, from reputed valuation specialists and have been advised by the lawyers
that agreements entered into with the loanees are legally enforceable. Necessary adjustments to the carrying values of the loans
advanced will be made upon conclusion of the above actions.
51
The unsecured Inter Corporate Deposit (ICD) aggregating ` 565,269 lakh were outstanding as at March 31, 2019 and includes
ICDs (net) of ` 482,014 lakh granted during the year. Of these, ICDs aggregating ` 40,870 lakh have since been repaid while ICDs
aggregating ` 393,699 lakh are expected to be repaid shortly. Balance ICDs aggregating to ` 130,700 lakh are being converted
into secured term loans. There are documentation deficiencies with respect to grant / rollover of ICDs which are being rectified.
The ICDs have been advanced towards regular business activities and were either extended as a temporary loan pending full
valuation of project funding or short term corporate requirements. Pending conclusion of these actions, the Management believes
that no adjustments are required to the carrying value of the ICDs.
52
In respect of certain Project / Mortgage loans, the management is actively engaged with the loanees to remediate certain lacunae
in loan documentation and expects to complete this exercise by September 2019. The management believes that deficiencies in
documentation will not affect the enforceability of the underlying security. The Company is confident that the loans extended are
secured and recoverable basis the cash flow arising from such project / mortgage loans. Pending completion of this exercise, no
adjustments have been made to the carrying values of these loans aggregating to ` 2,407,772 lakh which has been largely dealt
with in a manner stated in Note 55.
53
During the year, the housing finance sector has been under duress which has been compounded by the liquidity crunch in the
real estate sector. Consequent to this, there have been instances where cheques received from the borrowers particularly from
the project and mortgage loan customers were not banked at the instance of the borrowers. Entries for receipts were however
accounted for in the customer accounts which were subsequently reversed. As at the year end, the collections recorded in this
manner aggregated ` 187,526 lakh have been remediated at the year-end and the corresponding loans have been dealt with in a
manner as stated in Note 55.
54
The Company is undergoing substantial financial stress since second half of the current financial year. The Company has suffered
consistent downgrades in its credit ratings since February 2019. On 5th June 2019, the credit rating was reduced to ‘default grade’
despite there being no default till that date. The Company’s ability to raise funds has been substantially impaired and the business
has been brought to a standstill with there being minimal / virtually no disbursements. These developments may raise a significant
doubt on the ability of the Company to continue as a going concern.
The Company is taking active steps to monetize its assets and is in discussions with multiple Indian banks and international
financial institutions to sell off its retail as well as wholesale portfolio. It is in discussions with the consortium of bankers / lenders to

1 2 3
Notes
restructure its borrowings and will take all the necessary steps to ensure that it meets its financial commitments. There have been
discussions for stake sale by the promoters to a strategic partner with further equity infusion. The Company on July 1, 2019 had a
meeting with the consortium of bankers wherein the bankers agreed to enter into an Inter-creditor Agreement (ICA) for a potential
restructuring of company’s liabilities. In view thereof, the requirements in respect of creation of debenture redemption reserve and
the corresponding deposit in liquid assets shall be assessed upon conclusion of the restructuring plan. The Company is in the
process of submitting a resolution plan to the lenders and the lenders are expected to give an in-principle approval to the plan by
end of July 2019. The ability of the Company to continue as a going concern is predicated upon its ability to monetize its assets,
secure funding from the bankers / investors, restructure its liabilities and recommence its operations. In view of all the actions that
are currently underway, these financial statements have been prepared on the basis that the Company is a going concern.
55
Due to the current business environment, the Company no longer holds the project loans, SRA loans and wholesale mortgage loan
portfolio for the purposes of solely collecting the principal and interest. The Management envisages to monetise the wholesale
loan portfolio. Consequently, the said loans aggregating ` 3,488,160 lakh (including ` 1,648,717 lakh related to note 53) have
been reclassified as Fair Value Through Profit or Loss (FVTPL) as at March 31, 2019 due to the change in business model. As
required under Ind AS 109, these assets have been fair valued as at March 31, 2019 based on internal valuations which involve
management’s judgment and assumptions at ` 3,162,815 lakh and the resultant fair value loss aggregating ` 325,345 lakh (gross
of reversal of provision) has been charged to the Statement of Profit and Loss.
56
The Company had commenced implementation of Expected Credit Loss (ECL) model as part of its Ind AS transition. During
the course of the audit, deficiencies have been identified in the historical data used for the purpose of determination of the ECL
provision. The Company is in the process of remediating the same, though does not consider the resultant impact to be material.
Additionally, the Company has also taken external bureau supportive information (i.e. CIBIL score range band – Probability of
default (PD) analysis) of our portfolio in comparison to Industry standards, which indicates that the PD of the Company’s Portfolio
is better than the Industry standard. Further, based on the Company’s borrower profile and CIBIL score the Company is convinced
of its assumptions supporting ECL calculation.
57
The Company has received a letter dated July 3, 2019, from the National Housing Bank containing observations emanating from
the inspection carried out by NHB for the year ended March 31, 2018 as per the provisions of the National Housing Bank Act,
1987. There are observations in the letter inter-alia being impact on the Capital Adequacy Ratio of the Company as at March 31,
2018 reduced to 10.24%. NHB has directed the Company to provide a specific response to all the observations within a period
of 21 days. The management does not concur with the observation of the NHB and will provide an appropriate response within
the stipulated time. As mentioned in the note 55 above, on account of classification of project loans, SRA loans and wholesale
mortgage loans as Fair Value through Profit or Loss (FVTPL) due to the change in business model as at March 31, 2019, has
resulted in a charge of fair value loss aggregating to ` 325,345 Lakh (gross of reversal of provision) to the Statement of Profit
and Loss. In view of these financial statements being prepared using Indian Accounting Standards (Ind AS) while the NHB
observations relate to numbers compiled on the basis of regulatory guidelines, the Management believes that the aforesaid
observations may not have any implications on the financial statements.
58
The Company has recognized net deferred tax asset of ` 44,281 lakh as at March 31, 2019. Ind AS 12 – ‘Income Taxes’ requires
the Company to determine the probability of sufficient future taxable income to utilize the deferred tax asset. Considering the
factors described in Note 54, the Company is of the view that no adjustment is required to the carrying value of the deferred tax
asset.
59
The Company has incurred expenditure aggregating ` 10,401 lakh for development of customised software for its operations and
recording of transactions which has been carried as intangible asset under development as at March 31, 2019. Considering the
factors described in Note 54, the Company is of the view that no adjustment is required to be made to the carrying value of the
intangible asset under development pursuant to the requirements of Ind AS 36 on Impairment of Assets.
60
The National Housing Bank has imposed penalty of ` 0.65 lakh plus applicable taxes due to short provisioning on account of
wrong assets classification of 12 rescheduled/ restructured Slum Redevelopment Project loans and 1 non housing loan amounting
` 89,307 lakh in terms of paragraph 29(6) of the Housing Finance Companies (NHB) Directions, 2010 in respect of financial year
ended March 31, 2017.
61
There are no subsequent events other than disclosed in notes to the financial statements.
325
Notes
62
Additional Information as required by Paragraph 2 of the General Instructions for Preparation of Consolidated Financial statements
to the Schedule III to the Companies Act, 2013
(As on/for the year ended March 31, 2019)
Sr Name of Entity Net assets i.e. Total Share of Profit/(Loss) Share in other Share in Total
no Assets minus total comprehensive income comprehensive income
Liabilities
As % of Amount As % of Amount As % of other Amount As % of total Amount
Consolidated (In Lakh) consolidated (In Lakh) comprehensive (In Lakh) comprehensive (In Lakh)
Net assets Profit or Loss income income
Parent
1 Dewan Housing Finance 101.91% 808,904 99.37% (95,978) 100.26% 1,898 99.35% (94,080)
Corporation Ltd.
Subsidiaries - Indian
1 DHFL Advisory & Investment Pvt. 0.11% 861 2.50% (2,415) 0.00% 2.55% (2,415)
Ltd.
2 DHFL Holding Limited 0.00% 1 0.00% -
Associates (Investment as per the
equity method)
1 Avanse Financial Services Limited 0.63% 4,973 -0.86% 835 -0.11% (2) -0.88% 833
2 Aadhar Housing Finance Ltd. 0.77% 6,083 -1.54% 1487 -0.16% (3) -1.57% 1,484
Housing Finance Ltd.)
Joint Ventures (Investment as per
the equity method)
1 DHFL Pramerica Asset Managers -3.41% (27,106) 0.56% (538) 0.57% (538)
Pvt. Ltd.
2 DHFL Pramerica Trustees Pvt. Ltd. 0.00% 21 -0.02% 18 -0.02% 18
100% 793,737 100% (96,591) 100% 1,893 100% (94,698)
63 Approval of Financial Statements

The Financial Statements were approved by the Board of Directors of the Company on July 22, 2019.
Kapil Wadhawan Dheeraj Wadhawan

Chairman & Managing Director (DIN – 00096026)
(DIN – 00028528) Director
Alok Kumar Misra Dr. Deepali Pant Joshi
(DIN – 00163959) (DIN – 07139051)
Director Director


1 2 3
NOTES
327
NOTES

CORPORATE INFORMATION
BOARD OF DIRECTORS REGISTRAR & TRANSFER AGENTS
Mr. Kapil Wadhawan - Chairman & Managing Director For Equity Shares and Debentures issued on private placement basis
Mr. Dheeraj Wadhawan - Non - Executive Director Link Intime India Private Ltd.
Mr. Srinath Sridharan - Additional (Non-Executive) Director C 101, 247 Park, L. B. S. Marg,
Mr. Sunjoy Joshi - Additional (Independent) Director Vikhroli (West), Mumbai – 400083
Mr. Alok Kumar Misra - Additional (Independent) Director Tel. No.: +91 22-49186000
Mrs. Deepali Joshi - Additional (Independent) Director Fax No.: +91 22-49186060
BANKERS e-mail: rnt.helpdesk@linkintime.co.in
website :www.linkintime.co.in
Allahabad Bank
Andhra Bank For Debentures issued by way of public issue
Axis Bank Limited Karvy Fintech Private Limited
Bank of Baroda Karvy Selenium Tower B,
Bank of India Plot no. 31 & 32, Financial District,
Bank of Maharashtra Nanakramguda, Gachibowli,
Canara Bank Hyderabad – 500 032
Central Bank of India Telephone +91 40-67162222
Corporation Bank Fax No.: +91 40-23420814
DCB Bank Limited E-mail: einward.ris@karvy.com
Dena Bank
Federal Bank Limited DEBENTURE TRUSTEES
HDFC Bank Limited Catalyst Trusteeship Limited
ICICI Bank Limited (formerly known as GDA Trusteeship Ltd)
IDBI Bank Limited GDA House, 94/95, Plot No. 85,
Indian Bank Bhusari Colony (Right),
Indian Overseas Bank Paud Road, Pune - 411 038
Karnataka Bank Limited Tel. No.: +91 20-25280081
Kotak Mahindra Bank Limited Fax No.: +91 20-25280275
Oriental Bank of Commerce e-mail: dt@ctltrustee.com
Punjab & Sind Bank website: www.catalysttrustee.com
Punjab National Bank IDBI Trusteeship Services Limited
South Indian Bank Limited Asian Building, Ground Floor,
State Bank of India 17, R. Kamani Marg, Ballard Estate,
Standard Chartered Bank Mumbai - 400 001
Syndicate Bank Tel. No.: +91 22-40807000
UCO Bank Fax No.: +91 22-66311776
Union Bank of India email: itsl@idbitrustee.com
United Bank of India website: www.idbitrustee.com.
Vijaya Bank
Yes Bank Limited CORPORATE OFFICE
10th Floor, TCG Financial Centre,
FINANCIAL INSTITUTIONS / MULTILATERAL
Bandra Kurla Complex, BKC Road,
AGENCIES / OTHER LENDERS Bandra (East), Mumbai - 400 098
National Housing Bank Tel. No.: +91 22-66006999
International Finance Corporation (IFC) Fax No.: +91 22-66006998
Deutsche Investitions-und Entwicklungsgesellschaft MBH (DEG)
Abu Dhabi Commercial Bank Pjsc NATIONAL OFFICE
Afrasia Bank Limited 6th and Ground Floor, HDIL Towers,
SBI (Mauritius) Ltd Anant Kanekar Marg, Station Road,
CTBC Bank Co., Ltd Bandra (East),
Taiwan Business Bank, offshore banking branch Mumbai - 400 051
Taiwan Cooperative Bank, Offshore Banking Branch Tel. No.: +91 22-7158 3333
The Korea Development Bank Fax No.: +91 22-7158 3344
The Korea Development Bank, Singapore Branch
Eastspring Investments SICAV-FIS Asia Pacific Loan Fund REGISTERED OFFICE
State Bank of India, Singapore Branch 2nd Floor, Warden House,
Sir P.M. Road, Fort,
Mumbai - 400 001
Tel. No.: +91 22-61066800
Fax No.: +91 22-22871985
CIN - L65910MH1984PLC032639
Registered Office:
Warden House, 2nd Floor, Sir P. M. Road, Fort, Mumbai - 400 001
Tel.: +91 22-6106 6800, Fax: +91 22-2287 1985
Corporate Office:
TCG Financial Centre, 10th Floor, BKC Road,
Bandra Kurla Complex, Bandra (East), Mumbai - 400 098
Tel.: +91 22-6600 6999, Fax: +91 22-6600 6998
Email: response@dhfl.com, Website: www.dhfl.com
National Office:
HDIL Tower, Ground & Sixth Floor,
Anant Kanekar Marg, D Block BKC, Bairam
Naupada, Bandra East, Mumbai 400 051, Maharashtra, India
Tel.: +91 22-7158 3333
Fax: +91 22-7158 3344

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Date: September 4, 2019

Dewan Housing Finance Corporation Ltd.

NOTICE OF THIRTY FIFTH (35th) ANNUAL GENERAL MEETING

of India (Listing Obligations and Disclosure Requirements) 6. 

or approval of or further referring to the Members or otherwise 4. 

B. Voting at the AGM: 24. 

Item No. 9 debt securities (collectively referred to as the “Facilities”), from

ANNEXURE TO ITEM NO 4, 5, 6 and 7 OF THE NOTICE

Signed this ………...........…… day of ……......…… 2019 Affix

Signature of the Proxy holder/s : ………………………… ` 1/-

View this annual report online

The seeds of trust and commitment were sowed by DHFL’s Founder

DHFL earns Trust for staying

We have been committed to our obligations and have

04 I Annual Report 2018 -19

Specialised Products catering

Focussed Tier II and Tier III

Strong Underwriting Skills

Chairman and Managing Director’s Foreword

Recent policy measures which have helped gain optimism on the

The year 2019 is promising for India’s housing industry. Good

06 I Annual Report 2018 -19

a member of the World Bank

08 I Annual Report 2018 -19

Corporate Social Responsibility

The Company’s flagship initiatives under CSR are detailed hereunder:

10 I Annual Report 2018 -19

Economic empowerment through financial literacy & inclusive growth

Skills development for sustainable livelihoods

• Business Correspondent (581)

Village transformation with focus on drought mitigation

Map not to scale. For illustrative purposes only.

12 I Annual Report 2018 -19

Sl. State Zonal/ Branch Micro Disbursement Total

Registered Office: Corporate Office: National Office:

Management Discussion and Analysis

14 I Annual Report 2018-19

16 I Annual Report 2018-19

18 I Annual Report 2018-19

20 I Annual Report 2018-19

Asset Management Services Operational efficiencies

Distribution Network Non-Performing Assets

22 I Annual Report 2018-19

Your Company enhanced its social media presence by increasing

Intangible Assets under 104.01 129.05 Other Equity

Borrowing Composition Private Placement of Subordinated Debt

External Commercial Borrowings (ECBs) Commercial Paper

24 I Annual Report 2018-19

Public Deposits l Software amounting to ` 80.86 crore

Significant changes in key financial ratios Profit and Loss Statement

26 I Annual Report 2018-19

28 I Annual Report 2018-19

30 I Annual Report 2018-19

32 I Annual Report 2018-19

MATERIAL CHANGES AND COMMITMENTS Unpaid / Unclaimed Dividend

34 I Annual Report 2018-19

36 I Annual Report 2018-19

38 I Annual Report 2018-19

of India (Listing Obligations and Disclosure Requirements) 6.

or approval of or further referring to the Members or otherwise 4.

B. Voting at the AGM: 24.

1. Preamble Further, a transaction involving payments made to a related

2. Objective a. Transfer of resources, services or obligations between

Date: July 22, 2019 5.

3. The Depositories Act, 1996 and the Regulations and (c)

6. We have complied with the relevant applicable requirements