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Reliance Home Finance Limited (‘RHF’ / the ‘Company’), part of Reliance Capital, is one of the country’s leading private sector Home Loan Company, incorporated in the year 2008. The Company’s equity shares are listed on the Indian Stock Exchanges with effect from September 22, 2017.
RHF is a subsidiary of Reliance Capital Limited. The Company is registered with National Housing Bank as a housing finance company under the National Housing Bank Act, 1987.
RHF provides a wide range of solutions like Home Loans including Affordable Housing Loans, Loan against Property (LAP) and Construction Finance. The Company also provides property services that help customers find their dream homes / properties.
The Company has a strong distribution network with more than 125 locations, through a “hub and spoke” model, across the country, serving over 45,000 client accounts.
Lt Gen Syed Ata Hasnain (Retd)Independent Director
Lt Gen Syed Ata Hasnain (Retd), 65 years, participated in Operation Pawan in Sri Lanka during 1988-90 and counter insurgency operations in Punjab in 1990-91. During the 1990s he served with the United Nations in Mozambique, and later, war torn Rwanda. He commanded his unit in the Siachen Glacier. He is one of the rare officers to have commanded a company, battalion, brigade, division and corps, all in the challenging environment of Jammu & Kashmir.
As a Lieutenant General, Hasnain was initially the General Officer Commanding (GOC), XXI Corps, in Bhopal, Madhya Pradesh and was then specially nominated to take over the Srinagar based 15 Corps when turbulence hit Kashmir in a big way. He was instrumental in restoring stability to Kashmir through his innovative ‘Hearts Doctrine’. On June 09, 2012, Lt Gen Hasnain took office as the Military Secretary, at Army Headquarters, New Delhi. On September 7, 2013, Lt Gen Syed Ata Hasnain (Retd) was awarded his first civilian honor by the Capital Foundation Society of Delhi. The award was for Military leadership of an exceptional order. He is one of highest decorated officers of the Indian Army having been decorated eight times.
Ever since his superannuation, General Hasnain has actively pursued intellectual activities. He writes for a large number of media houses, and appears as a strategic affairs commentator on various TV channels. His area of emphasis is J&K, Pakistan and West Asia besides affairs of the Army concerning equipment management, doctrine and training. He holds a B.A. (Honours) degree in History from St Stephen’s College and is a post graduate in International Relations from Kings College, University of London; he also has an M Phil in Defence & Management Studies from University of Indore. In addition he has attended long programs in Strategic Studies at the Royal College of Defence Studies (RCDS) and the Asia Pacific Center for Strategic Studies (APCSS), Hawaii, USA.
General Hasnain is a member of the Eminent Persons Group on Indonesia for consultation by the MEA. He is also on the Experts Committee of the MEA on Afghanistan. He is a President of India’s Nominee on the Executive Council of Aligarh Muslim University. On July 12, 2018 he has been appointed the Chancellor of the Central University of Kashmir, by the President of India, only the second time that a military leader has received that honour.
Chhaya ViraniIndependent Director
Ms. Chhaya Virani, aged 64 years, graduated from Mumbai University with a Bachelors’ degree in Arts. She also acquired a Bachelors’ degree in legislative laws from the Government Law College in 1976. She is a partner in M/s. ALMT Legal Advocates and Solicitors.
She is also on the board of Reliance Capital Limited, Reliance General Insurance Company Limited, Reliance Capital Pension Fund Limited, Reliance Communications Limited and Reliance Infratel Limited.
Rashna KhanIndependent Director
Ms. Rashna Khan, aged 53 years, a Law graduate from Government Law College Mumbai (University of Bombay) and qualified as a Solicitor with the Bombay Incorporated Law Society and Law Society London.
Ms. Khan has worked with Mulla & Mulla & Craigie Blunt & Caroe, Advocates and Solicitors and with Dhruve Liladhar & Co., Advocates and Solicitors, in various capacities before she became partner of Mulla & Mulla & Craigie Blunt & Caroe, Advocates and Solicitors, since the year 2009.
She specializes in the field of civil litigation including attending matters in the High Court, Supreme Court, Company Law Board, Income Tax Tribunal, Arbitration, Customs, Excise and Service Tax Appellate Tribunal, Opinion and documentation work.
She is also on the board of Reliance Power Limited, Vidarbha Industries Power Limited, Sasan Power Limited and The Supreme Industries Limited.
Ashok RamaswamyIndependent Director
Ashok Ramaswamy, aged 69 years, is a former Civil Servant with over 40 years experience in the areas of Financial Control and Management, General Administration, Vigilance Inquiry and administration, procurement, regulation and information technology.
His sector experience is in railways, telecom, anti-corruption and telecom regulation. He retired as a Secretary level official from Govt. of India and subsequently was appointed as Member, TRAI - a statutory appointment.
He holds Masters Degree in Science, Management and Public Administration and in the early part of the career was intimately involved in application of information technology to computer aided management information system design and implementation.
Most positions held by him required deep comprehension in the subject and knowledge on allied areas and tested analytical and inferential skills.
He is also on the board of Mumbai Metro One Private Limited and Jai Trade lmpex Private Limited.
Amit Bapna, 44 years, is a member of the Institute of Chartered Accountants of India. He is the Chief Financial Officer of Reliance Capital Limited. He has been with Reliance Capital since 2004 and with the Group since 1999. As CFO, he provides financial direction, oversight and control for Reliance Capital and Group companies and strategic leadership for Treasury. He has over eighteen years of experience in varied business environments - manufacturing and financial services.
He earlier worked in the capacity of CFO of Reliance Capital Asset Management Limited and Reliance Consumer Finance where he played a key role and had been a significant contributor to the exponential growth of our Asset management business and has brought in operational & process disciplines, which has been invaluable to the Consumer Finance business. Prior to that he worked in the Corporate Treasury of Reliance Industries Ltd.
Ravindra SudhalkarExecutive Director & CEO
Ravindra Sudhalkar, 50 years, is the Executive Director & CEO of the Company. He is Masters in Science (Electronics) from Sardar Patel University, Gujarat. He also holds a masters in business administration from Sardar Patel University. He has over two decades of experience in financial sectors and has been part of the senior management at ICICI Bank and Kotak Mahindra Bank.
Pinkesh R. ShahChief Financial Officer
Pinkesh, 43 years, is a member of the Institute of Chartered Accountants of India. He has over nineteen years of experience that includes financial controller ship, tax planning, secretarial compliances, international operations, system improvements, process management and financial planning & analysis function. He earlier worked with Lodha Group / Lodha Ventures for a decade where he played a key role in the Accounts, Tax & Secretarial function.
Parul JainCompany Secretary & Compliance Officer
Parul, 34 years, is a commerce graduate from University of Rajasthan and an Associate Member of the Institute of Company Secretaries of India. She is associated with Reliance Group since May 2007 and is responsible for corporate secretarial and compliance functions.
- Lt Gen Syed Ata Hasnain (Retd) Independent Director
- Chhaya Virani Independent Director
- Rashna Khan Independent Director
- Ashok Ramaswamy Independent Director
- Amit Bapna Director
- Ravindra Sudhalkar Executive Director & CEO
- Pinkesh R. Shah Chief Financial Officer
- Parul Jain Company Secretary & Compliance Officer
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 May 31, 2019 and presently comprises of four independent non-executive directors and one non-independent non-executive director of the Company viz. Ms. Chhaya Virani as Chairperson, Ms. Rashna Khan, Lt Gen Syed Ata Hasnain (Retd), Mr. Ashok Ramaswamy and Mr. Amit Bapna 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;
21. To review compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, at least once in a financial year and shall also verify that the systems for internal control are adequate and are operating effectively; and
22. 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.
The Company has a Stakeholders Relationship Committee. The composition and terms of reference of Stakeholders Relationship Committee is 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 May 31, 2019 and presently comprises of Ms. Chhaya Virani as Chairperson and Mr. Amit Bapna and Mr. Ravindra Sudhalkar as Members.
The terms of reference, inter-alia, comprises the following:
1. To resolve the grievances of the security holders of the Company including complaints related to transfer / transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;
2. To review the measures taken for effective exercise of voting rights by shareholders;
3. To review the service standards adopted by the Company in respect of various services being rendered by the Registrar & Share Transfer Agent; and
4.To review the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory notices by the shareholders of the Company.
The Company Secretary acts as the Secretary to the Stakeholders Relationship Committee.
The Company has a Nomination and Remuneration Committee. The composition and terms of reference of Nomination and Remuneration Committee is 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 May 31, 2019 and presently comprises of Ms. Chhaya Virani as Chairperson and Ms. Rashna Khan and Mr. Amit Bapna 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 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;
3. To recommend to the Board from time to time, a compensation structure for directors and the senior management personnel;
4.To recommend to the Board, all remunerations, in whatever form, payable to senior management of the Company;
5. To formulate the criteria for evaluation of performance of Independent Directors, the Board and the Committee(s) thereof;
6. 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;
7. To carry out evaluation of every Director’s performance;
8. To devise a policy on Board diversity;
9. To perform functions relating to all share based employees benefits; and
10. 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.
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 May 31, 2019 and presently comprises of Ms. Chhaya Virani as Chairperson, Mr. Amit Bapna 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.
The Company has a 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 May 31, 2019 and presently comprises of Ms. Chhaya Virani as Chairperson and Ms. Rashna Khan, Lt Gen Syed Ata Hasnain (Retd), Mr. Ashok Ramaswamy, 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. Review and monitor the risk management plan and shall specifically cover cyber security;
4. Set reporting guidelines for management;
5. 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;
6. Oversight of internal systems to evaluate compliance with corporate policies; and
7. Provide guidance to the Board on making the Company’s risk management policies.
Periodicity of the meeting is quarterly.
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.
Code of practice and procedure under SEBI (Prohibition of Insider Trading) Regulations, 2015
Dividend Distribution Policy
Ombudspersons & Whistle Blower (Vigil Mechanism) Policy
Policy for Determination and Disclosure of Materiality of Events and Information
Policy on Preservation of the Documents and Archival Policy
Policy on Related Party Transactions
Risk Management philosophy is to adopt an independent holistic approach to manage uncertainties from all quarters that is "enterprise-wide risk management".
Three critical elements on which the enterprise risk management framework is build; creating a clear direct line of sight from risk management to investor's value; implementing a process to protect investor's value; and building the organizational capability to ensure strategic risk management.
This ensures that risk management complements business objectives and strategies. The function assists in structuring technology, processes and assets in an advantageous manner, and the architecture so formed, is capable of tackling disruptions in the operational universe. It ensures that business development at all times is within parameters and regulations.
Ratings assigned by Credit Rating Agencies:
|A. Non-Convertible Debentures (NCDs) issued on Private Placement basis|
|Long Term Debt Programme||CARE Ratings Limited||CARE C; Stable*|
|Long Term Secured NCD||Brickwork Ratings India Private Limited||BWR C; Credit watch with negative implications|
|Long Term Unsecured Upper Tier II NCD||Brickwork Ratings India Private Limited||BWR C; Credit watch with negative implications|
|Subordinated Debt||CARE Ratings Limited||CARE C; Stable|
|Unsecured Subordinated Tier II NCD||Brickwork Ratings India Private Limited||BWR C; Credit watch with negative implications|
|Upper Tier II Bonds - Pvt. Placement||CARE Ratings Limited||CARE C; Stable|
|Principal Protected Market Linked Debentures||CARE Ratings Limited||CARE PP MLD C; Stable|
|Principal Protected Market Linked Debentures||Brickwork Ratings India Private Limited||BWR PP-MLD C; Credit watch with negative implications|
|B. NCDs issued through Public Issue|
|Non-Convertible Debentures - Public Issue||CARE Ratings Limited||CARE C; Stable|
|Long Term Secured NCD - Public Issue||Brickwork Ratings India Private Limited||BWR C; Credit watch with negative implications|
|Upper Tier II Bonds - Public Issue||CARE Ratings Limited||CARE C; Stable|
|Public Issue of Long Term Unsecured Upper Tier II NCD||Brickwork Ratings India Private Limited||BWR C; Credit watch with negative implications|
|C. Commercial Paper (CP)|
|Short-term Debt||ICRA Limited||[ICRA] D|
|Short-term Debt||Brickwork Ratings India Private Limited||BWR A4|
As on March 31, 2019
As on December 31, 2018
As on September 30, 2018
As on June 30, 2018
As on March 31, 2018
As on December 31, 2017
As on September 30, 2017
Notice of Tribunal Convened Meeting of the Equity Shareholders
Newspaper Advertisement of Tribunal Convened Meeting
Financial Information -Part of Information Memorandum
Draft Information Memorandum
Financial Information -Part of Information Memorandum
Statement of holding of securities and shareholding pattern