Committees

   
 

Audit Committee

The Company has an Audit Committee. The composition and terms of reference of Audit Committee are in compliance with the provisions of Section 177 of the Companies Act, 2013, Listing Regulations, the Housing Finance Companies – Corporate Governance (NHB) Directions, 2016 and other applicable laws. The Committee was re-constituted by the Board of Directors of the Company on March 27, 2018 and presently comprises of three independent non-executive directors and one non-independent non-executive director of the Company viz. Ms. Deena Mehta as Chairperson, Mr. Padmanabh Vora, Lt Gen Syed Ata Hasnain (Retd) and Mr. Gautam Doshi as Members. All the members of the Committee possess financial / accounting expertise / exposure.

The Audit Committee, inter-alia, advises the management on the areas where systems, processes, measures for controlling and monitoring revenue assurance, internal audit and risk management can be improved.

The terms of reference, inter-alia, comprises the following:

1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible; .

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act, 2013

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

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

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

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

f. Disclosure of any related party transactions

g. Qualifications in the draft audit report

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;

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

7. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

8. Subject to and conditional upon the approval of the Board of Directors, approval of Related Party Transactions (RPTs) or subsequent modifications thereto. Such approval can be in the form of omnibus approval of RPT subject to conditions not inconsistent with the conditions specified in Regulation 23(2) and Regulation 23(3) of the Listing Regulations. Such approval shall not be required for transactions with a wholly owned subsidiary whose accounts are consolidated with the Company;

9. Subject to review by the Board of Directors, review on quarterly basis, of RPTs entered into by the Company pursuant to each omnibus approval given pursuant to (8) above;

10. Scrutiny of inter-corporate loans and investments;

11. Valuation of undertakings or assets of the company, wherever it is necessary;

12. Review the Company’s established system and processes of internal financial controls and risk management systems;

13. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

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

15. Discussion with internal auditors of any significant findings and follow up there on;

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

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

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

19. To review the functioning of the Whistle Blower mechanism;

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

21. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Explanation (i): The term “related party transactions” shall have the same meaning as provided in Regulation 23 of the Listing Regulations.

The Audit Committee is also authorized to:

1. Investigate any activity within its terms of reference;

2. Obtain outside legal or other professional advice;

3. To have full access to information contained in the records of the Company;

4. Secure attendance of outsiders with relevant expertise, if it considers necessary;

5. Call for comments from the auditors about internal controls systems and the scope of audit, including the observations of the auditors;

6. Review financial statements before submission to the Board; and

7. Discuss any related issues with the internal and statutory auditors and the management of the Company.

The Audit Committee shall also perform all the functions as may be required in terms of the NHB Directions.

The Audit Committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee.

6. Statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations;

(b) annual statement of funds utilised for purposes other than those stated in the offer document / prospectus / notice in terms of Regulation 32(7) of the Listing Regulations.

The Company Secretary acts as the Secretary to the Audit Committee.

Periodicity of the meeting is quarterly.

Nomination and Remuneration Committee

The Company has a Nomination and Remuneration Committee. The composition and terms of reference of Nomination and Remuneration Committee are in compliance with the provisions of Section 178 of the Companies Act, 2013, Listing Regulations, Housing Finance Companies – Corporate Governance (NHB) Directions, 2016 and other applicable laws. The Committee was re-constituted by the Board of Directors of the Company on September 8, 2017 and presently comprises of three directors, viz. Ms. Deena Mehta as Chairperson, Mr. Padmanabh Vora and Mr. Gautam Doshi as Members.

The Company Secretary acts as the Secretary to the Nomination and Remuneration Committee.

The terms of reference, inter-alia, comprises the following:

1. To follow the process for selection and appointment of new directors and succession plans;

2. To recommend to the Board from time to time, a compensation structure for Directors and the senior management personnel;

3. To identify persons who are qualified to be appointed as directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend their appointment and / or removal to the Board;

4. To formulate the criteria for evaluation of performance of Independent Directors, the Board and the Committee(s) thereof;

5. To assess whether to extend or continue the term of appointment of the Independent Directors, on the basis of the report of performance evaluation of Independent Directors;

6. To carry out evaluation of every Director’s performance;

7. To devise a policy on Board diversity;

8. To perform functions relating to all share based employees benefits; and

9. To formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to, the remuneration of the Directors, Key Managerial Personnel and other employees.

Stakeholders Relationship Committee

The Company has a Stakeholders Relationship Committee. The composition and terms of reference of Stakeholders Relationship Committee are in compliance with the provisions of Section 178 of the Companies Act, 2013, Listing Regulations and other applicable laws. The terms of reference of the Committee, inter-alia, is to consider and resolve the grievances of the security holders including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends. The Committee was re-constituted by the Board of Directors of the Company on April 24, 2017 and presently comprises of Mr. Padmanabh Vora as Chairman, Mr. Gautam Doshi and Mr. Ravindra Sudhalkar as Members.

The Company Secretary acts as the Secretary to the Stakeholders Relationship Committee.

Corporate Social Responsibility (CSR) Committee

The Company has a Corporate Social Responsibility (CSR) Committee. The composition and terms of reference of Corporate Social Responsibility (CSR) Committee is in compliance with the provisions of Section 135 of the Companies Act, 2013 and other applicable laws. The Committee was re-constituted by the Board of Directors of the Company on April 24, 2017 and presently comprises of Mr. Padmanabh Vora as Chairman, Mr. Gautam Doshi and Mr. Ravindra Sudhalkar as Members. The Committee’s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of ‘Corporate Social Responsibility Policy’.

The CSR Committee has formulated a CSR policy indicating the activities to be undertaken by the Company.

The Committee’s constitution and terms of reference meet with the requirements of the Companies Act, 2013.

The Company Secretary acts as the Secretary to the CSR Committee.

Risk Management Committee

The Company has Risk Management Committee. The composition and terms of reference of Risk Management Committee is in compliance with the provisions of the Housing Finance Companies – Corporate Governance (NHB) Directions, 2016 and other applicable laws. The Committee was re-constituted by the Board of Directors of the Company on September 8, 2017 and presently comprises of Ms. Deena Mehta as Chairperson and Mr. Padmanabh Vora, Mr. Gautam Doshi, Mr. Amit Bapna and Mr. Ravindra Sudhalkar as Members.

The Committee is authorised to discharge its responsibilities as follows:

1. Oversee and approve the risk management, internal compliance and control policies and procedures of the Company.

2. Oversee the design and implementation of the risk management and internal control systems (including reporting and internal audit systems), in conjunction with existing business processes and systems, to manage the Company’s material business risks.

3. Set reporting guidelines for management.

4. Establish policies for the monitoring and evaluation of risk management systems to assess the effectiveness of those systems in minimizing risks that may impact adversely on the business objectives of the Company.

5. Oversight of internal systems to evaluate compliance with corporate policies.

6. Provide guidance to the Board on making the Company’s risk management policies.

Periodicity of the meeting is quarterly.

Asset Liability Committee

Asset Liability Committee (ALCO) consisting of senior management executives, monitors liquidity and interest rate risks of the Company. The functioning of ALCO is reviewed by the Risk Management Committee which meets on quarterly basis and reports to the Board of Directors.

Periodicity of the meeting is quarterly.

The minutes of the meetings of all the Committee(s) of the Board of Directors are placed before the Board.