Dear Members,

The Directors have pleasure in presenting the 28th Annual Report of your Company and the Audited Accounts for the year ended 31st March, 2018.

FINANCIAL RESULTS

(Rs. in Lacs)

IMPORTANT FINANCIAL RATIOS

DIVIDEND

Your Directors recommend payment of dividend for the year ended 31st March, 2018 of Rs.5.50/- per equity share of Rs.10/- each. The total dividend outgo for the current year would amount to Rs.35.71 crores including dividend distribution tax of Rs.6.09 Crores, as against Rs.32.41 Crores including dividend distribution tax of Rs.5.48 Crores in the previous year.

The dividend payout ratio for the current year, inclusive of additional tax on dividend will be 16.47% as against 21.94% of previous year. As per Companies (Accounting Standards) Amendments Rules, 2016, Dividend & Tax thereon will be recognized as liability on approval of shareholders at the ensuing Annual General Meeting (AGM).

OPERATIONS - PERFORMANCE

Income, Profit, Loan Approvals and Disbursements: Total income for the year under review is Rs.1128.40 crores as against Rs.1001.74 crores for the year 2016-17. Profit before tax for the year ended is Rs.271.83 crores and Profit after tax for the year ended is Rs.184.43 crores as against Rs.227.10 crores and Rs.147.73 crores respectively for the previous year.

The Company’s main thrust continues to be on Individual Loans. New loans approved during the year amounted to Rs.3869 crores and loans disbursed during the year are Rs.3621 crores as against Rs.2869 crores and Rs.2761 crores for the year ended 31st March, 2017 respectively. The Retail Loan portfolio as at 31st March, 2018 stood at Rs.11232 crores as compared to Rs.9271 crores as on 31st March, 2017.

During the year under review, your Company has made provision to the extent of Rs.61.32 crores as against Rs.33.40 crores provided for in the year 2017-18.

RESOURCE MOBILISATION:

Your Company takes every effort to tap the appropriate source of funding to minimize the weighted average cost of funds. Your Company has mobilized resources through the following sources:

A. Term Loans from Banks and Insurance Companies.

Your Company has borrowed fresh long term loans of Rs.2167 crores from banks during the year as compared to Rs.2835 crores during the previous year. The aggregate of term loans outstanding at the end of the financial year stood at Rs.6171 crores as against Rs.4611 crores as at the end of the previous year.

B. Refinance from National Housing Bank (NHB):

With the continued support of National Housing Bank (NHB), your Company availed refinance amounting to Rs.631 crores during the year under review as against Rs.1400 crores in the previous year. The refinance facility outstanding as on 31st March, 2018 is Rs.2875 crores as against Rs.2683 crores as at the end of the previous year.

C. Short term Loan and Commercial Paper:

During the year 2017-18, your Company has raised resources by issuing Commercial Paper and also resorted to short term borrowings from the banks and the outstanding amount as on 31st March, 2018 is Rs.893 crores.

D. Non Convertible Debentures:

Your Company has outstanding balance of Rs.45 Crores through issue of Non Convertible Debentures (NCD) on private placement as on 31st March 2018.

CREDIT RATING

Your Company had received rating from CRISIL and ICRA for its various borrowing programmes as follows:

CRISIL Rating:

- For Commercial Paper/short term loan programmes of Rs.1500 crores as [CRISIL] “A1 ” (Pronounced as CRISIL A1 plus).

- For Fund Based Long Term Loan Programme of Rs.100 crores as [CRISIL] AA (Stable) (Pronounced as CRISIL double A plus/Stable).

- For Non-Convertible Debentures Borrowing Programme of Rs.550 crores [CRISIL] “AA (Stable)” (Pronounced as CRISIL double A Plus/Stable).

ICRA Rating:

- For Commercial Paper(Rs.1500 crores )/ short term loan (Rs.500 crores) programmes of Rs.2000 crores as [ICRA] “A1 ” (Pronounced as ICRA A1 plus). This rating is the highest credit quality rating assigned by ICRA for Short Term Debt Instruments.

- As per the Basel-II requirements - For Fund Based Long Term Loan Programme of Rs.10,000 crores as [ICRA] AA (Stable) (Pronounced as ICRA double A plus/stable). This rating indicates the high credit quality rating assigned by ICRA to Long Term Debt Instruments.

- For Non-Convertible Debentures Borrowing Programme of Rs.550 crores [ICRA] “AA ” (STABLE) (Pronounced as ICRA double A Plus/stable).

BRANCH EXPANSION

During the year under review your Company has opened its Branches at Kozhikode (Kerala), Nellore (Andhra Pradesh), Whitefield (Karnataka), HubLi (Karnataka) and Siliguri (West Bengal). The total number of Offices as on 31st March, 2018 is 69. Your Company is initiating brand building measures to generate general awareness and improve the image of the Company.

INSURANCE COVERAGE TO BORROWERS

Your Company had taken “Special Contingency Insurance” with The New India Assurance Company Ltd., which covers the borrowers of your Company as under:

- Personal Accident Insurance: Personal accident (death only) risk cover, free of cost to the borrowers up to an amount of outstanding loan at any particular point of time during the term/ tenure of the housing loan.

- Mortgaged Property Insurance: The property acquired out of loan, for and up to an extent of the outstanding loan amount, covered free of cost against fire, earthquake and allied perils affecting the mortgaged property.

Your Company has also tied up with ‘Kotak Mahindra Old Mutual Life Insurance Ltd.’, “Future Generali India Life Insurance Company Ltd.” and “Aditya Birla Sun Life Insurance Company Ltd.” (Formerly known as Birla Sun Life Insurance Company Ltd.) for getting insurance cover on the life of the borrower to the extent of the “Outstanding Home Loan”. The said “Group Life Cover” is optional and the Company arranges this insurance on request from the borrower. These schemes ensure protection to the families of the borrower in case of un-expected eventualities like untimely death of borrower due to accident or natural death.

CAPITAL ADEQUACY RATIO (CAR)

The Company has been maintaining the Capital Adequacy Ratio (CAR) above the minimum required level prescribed by National Housing Bank (NHB) from time to time. The CAR prescribed for the present is 16.17%.

The Capital Adequacy Ratio of the Company as at 31st March, 2018 is 16.17% as against 16.60% as at 31st March, 2017.

DEPOSITS

Your Company has not accepted any fixed deposits and as such, no amount of Principal or interest was outstanding as of Balance sheet date.

DEMATERIALISATION OF SHARES AND NOMINATION FACILITY AND LISTING AT STOCK EXCHANGES

As per the Securities & Exchange Board of India directives, the transactions of the Company’s shares must be compulsorily in dematerialised form. Your Company has signed an agreement with the Central Depository Services (India) Limited and National Securities Depository Limited for transaction of shares in dematerialised form. Shareholders holding shares in physical form are requested to convert their holdings into dematerialised form. Out of 5,38,51,066 equity shares, 5,34,17,582 equity shares are in dematerialised form, (5,32,95,991 shares as on 31st March, 2017) which is 99.19% (98.97% as on 31st March, 2017) of the total shares as on 31st March, 2018.

Shareholders holding shares in physical form may utilise the nomination facility available by sending the prescribed Form No.SH-13 duly filled, to our Registrars and Share Transfer Agents viz. M/s. Karvy Computershare Pvt. Ltd, Karvy Selenium, Tower B, Plot 31-32, Gachibowli, Financial District, Nankramguda, Hyderabad, Telangana-500032. Shareholders holding shares in dematerailised form has to send their “Nomination” request to the respective Depository Participants.

The equity shares of the Company continue to be listed on Bombay Stock Exchange Ltd., and The National Stock Exchange of India Ltd., The Annual Listing fees for the year 2017-18 have been paid to these Stock Exchanges.

UNCLAIMED DIVIDEND TRANSFER TO INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

In terms of the provisions of the Companies Act, 2013, the amount (dividends) that remained unclaimed and unpaid for more than 7 years from the date become first due for payment, shall be transferred to IEPF (Fund).

The Company has been intimating the shareholders to lodge their claim for payment due, if any, from time to time and such claims have been settled. In spite of constant and sincere efforts to pay the unclaimed dividend to the respective shareholders, certain amount still remains unclaimed. The Company has been intimating the shareholders to lodge their claim for dividend from time to time and such information is being mentioned in the Annual Reports every year.

Unclaimed dividend amounting to Rs.12,65,103/- that has not been claimed by shareholders for the financial year 2009-10 has been transferred to Investor Education and Protection Fund (IEPF) during the month of October, 2017.

The dividend pertaining to the financial year 2010-11 remaining unclaimed and unpaid amounting to Rs.17,63,190/- as on 31st March, 2018, would be transferred to IEPF during September, 2018 after settlement of claims received up to the date of completion of 7 years from the date of declaration of the dividend. Shareholders who have not claimed the said dividend may write to Registrars and Share Transfer agents.

In terms of the provisions of Section 124(6) of the Companies Act, 2013 and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017, Company is required to transfer the shares in respect of which dividend remains unpaid and unclaimed for a period of seven consecutive years to the Investor Education and Protection Fund (IEPF) Suspense Account. We have transferred total 106402 no. of equity shares to IEPF during the year.

STATUTORY INFORMATION:

Particulars regarding conservation of energy, technology absorption and foreign exchange earnings and expenditure.

Since the Company does not own any manufacturing facility, the particulars relating to conservation of energy and technology absorption as required to be furnished under Section 134(m) of Companies Act, 2013 are not applicable.

The Company did not earn any income in foreign currency during the year under review and also not incurred any expenses in foreign currency.

None of the employees of your company were in receipt of remuneration in excess of the limits as laid down under Section 134 of Companies Act, 2013 read with Companies (Particulars of Employees) Amendment Rules, 2011.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors hereby confirms that:

a. In the preparation of Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b. We have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at the end of 31st March, 2018 and of the profit /Loss of the Company for the year ended on that date.

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

d. We have prepared the annual accounts on a going concern basis.

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

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

STATUTORY AUDITORS

M/s, CNK & ASSOCIATES LLP Chartered Accountants, Mumbai were re-appointed as Statutory Auditors in the twenty-fourth Annual General Meeting of the Company for the period of Five Years from the conclusion of 24th Annual General Meeting up to the conclusion of 29th Annual General Meeting of the Company subject to ratification of their appointment at every Annual General Meeting.

The Company received the requisite confirmation from them to the effect that their re-appointment, if made, would be as per Section 139 & 141 of Companies Act, 2013.

The Directors of your Company recommend for ratification of appointment of M/s CNK & ASSOCIATES, LLP, Chartered Accountants, Mumbai as Statutory Auditors of the Company from the ensuing Annual General Meeting till conclusion of 29th Annual General Meeting. Suitable resolution for re-appointment requiring approval of the shareholders forms part of the agenda of the Annual General Meeting.

SECRETARIAL AUDITOR

The Board has appointed Shri Makarand Joshi, M/s Makarand M. Joshi & Co., Practicing Company Secretaries as Secretarial Auditor of your Company for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed as Annexure A to this report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remark.

DIRECTORS

In accordance with the requirements of Companies Act, 2013 and Article 125 of the Articles of Associations of the Company, Shri K. Sanath Kumar, Director is due to retire by rotation but is not seeking re-election due to superannuation from the services.

The Directors of your Company wish to place on record their appreciation for the services rendered and contribution made by him during his tenure as Director of the Company.

ShriA. V. Girijakumar was appointed as Additional Director pursuant to Article 111 of Article of Association of the Company with effect from 18th August 2017 and holds office up to 28th Annual General Meeting of the Company in terms of Section 161 of the Companies Act 2013 and is eligible for appointment.

Shri NSR Chandra Prasad was appointed as an Additional Director of the Company pursuant to Article 111 of Articles of Association of the Company with effect from 26th October, 2017 and holds office up to the forthcoming Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013 and is eligible for appointment.

Pursuant to the provisions of Sections 149, 152 read with Schedule IV and such other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014, the term of ShriV. Ramasamy (Chartered Accountant), ShriKamlesh S. Vikamsey (Chartered Accountant) and Smt. Mona Bhide (Legal Practitioner) is expiring in the 28th Annual General Meeting of the Company and they are proposed to be re-appointed upto the conclusion of 30th AGM of the Company.

Company has received notices in writing from Members under Section 160 of the Companies Act 2013, proposing the candidature of Shri A. V. Girijakumar, Shri NSR Chandra Prasad, Shri V. Ramasamy, Shri Kamlesh S. Vikamsey and Smt. Mona Bhide for the Office of Director of the Company.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164 of Companies Act, 2013. The Board of Directors recommends their appointment. Your Independent Directors meet all the criteria of Independence as provided in Section 149(6) of Companies Act, 2013.

STATEMENT FOR FORMAL ANNUAL EVALUATION MADE BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Our Company has prescribed required parameters to evaluate the performance of the Board and its Committees. It is always recognized that the Board comprises appropriately qualified and professional people with broad range of experience. While evaluating the performance of the individual Director, it is always seen the Knowledge to perform their role; time and level of participation; performance of duties and level of oversight; and professional conduct and independence etc.

The performance evaluation of the Directors was completed for the year. The performance evaluation of the Chairperson, Non Executive Directors and Independent Directors was carried out by the Board and Nomination and Remuneration Committee. The Board of Directors expressed their satisfaction with the evaluation process.

MEETINGS OF THE BOARD

Board met 4 (‘Four’) times during the year. For further details, please refer report on Corporate Governance. RELATED PARTY POLICY AND TRANSACTIONS

Your Company has framed Related Party Transaction Policy pursuant to Listing Regulations, 2015 which is available on the website of the Company www.gichfindia.com. The same is annexed as Annexure B to the Directors’ Report.

Your Company is having following related party transactions which are not material in nature but the same are entered at arm’s length basis with the prior approval of Audit Committee:

1) Premises taken on Lease from Promoter Insurance Companies for our Registered and Corporate Office and Branch Offices.

2) Insurance Cover taken from Promoter Group Companies.

3) Raising of financial resources and any other service, if any.

During the year, Company has also given the following Housing Loan to the KMP which has been duly approved by Audit Committee:

Form AOC 2 as required under Companies Act 2013 for related party transaction is annexed as Annexure C to the Directors’ Report which is having NIL Report.

CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY U/S 135 OF COMPANIES ACT 2013.

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has established Corporate Social Responsibility Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR activities is annexed as Annexure D to this report.

VIGILANCE MECHANISM

As a conscious and vigilant organization, your Company has established proper vigilance mechanism for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s code of conduct or ethics policy. The Company has framed Whistle Blower Policy and the same is uploaded at the website of the Company.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework for selection and remuneration of Directors, Key Managerial Personal (KMP) and Senior Management of the Company. The Nomination and Remuneration policy is available on the website (www.gichfindia.com) of the Company and also enclosed as Annexure E.

CORPORATE GOVERNANCE

The Auditors Certificate on Corporate Governance issued by the Secretarial Auditor of the Company for the year under review, as required under Companies Act, 2013 and in pursuance of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 is annexed to the Report of the Directors on Corporate Governance.

Your Company has been complying with the principles of good Corporate Governance over the years. The Board of Directors supports the broad principles of Corporate Governance. In addition to the basic governance issues, the Board lays strong emphasis on transparency, accountability and integrity.

In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 entered into with the Stock Exchange(s), the Management Discussion and Analysis Report forms part of this report.

HUMAN RESOURCES & INDUSTRIAL RELATIONS.

The work force strength of Your Company as on 31st March, 2018 is 271.

EXTRACT OF ANNUAL RETURN AS PER SECTION 92

Annual Return in Form MGT 9 is enclosed as per Annexure F to the Directors’ Report.

DISCLSOURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company is committed to provide and promote safe and healthy environment to all its employees without any discrimination. During the year under review, there was no case filed pursuant to The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENTS

The Directors thank the valued customers, shareholders for their goodwill, patronage and support.

The Directors acknowledge with gratitude the valuable and timely advice, guidance and support received from the Promoter(s) namely General Insurance Corporation of India (GIC Re), The New India Assurance Company Ltd., National Insurance Company Ltd., The Oriental Insurance Company Ltd. and United India Insurance Company Limited.

The Directors also thank the National Housing Bank for their support and continued refinance assistance, Banks for their continued support through term loans. The Directors also thank the Security Exchange Board of India (SEBI); Stock Exchanges; Depositories; Ministry of Corporate Affairs; Credit Rating Agencies; Government(s) local/ statutory authorities; Registrars and Share Transfer agents and the Auditors of the Company for their continued support.

The Directors place on record their deep appreciation of the valuable contribution of the members of the staff at all levels for the progress of the Company during the year and look forward to their continued cooperation in realization of the corporate goals in the years ahead.

Place: Mumbai Date: 24.04.2018

Registered Office: For and on behalf of the Board of Directors

National Insurance Building,

6th Floor, 14, Jamshedji Tata Road, Sd-

Churchgate, S. Gopakumar

Mumbai-400020 Managing Director & CEO