REPORT OF DIRECTORS ON CORPORATE GOVERNANCE
Company's Philosophy on Code of Governance
LIC Housing Finance is committed to set of highest standard of Corporate Governance right from its inception. Its philosophy on Corporate Governance includes fiscal accountability, ethical corporate behaviour and fairness to all stakeholders namely customers, lenders, regulators, employees, vendors, investors and the society at large. Transparency and accountability are fundamental principles to the sound Corporate Governance that ensures organisation being managed and monitored in a responsible manner for creating value for stakeholders.
The Company has strong legacy of transparency and ethical governance practices. The Company has adopted Code of Conduct for its employees and Directors which is hosted on the Company's website. The Company complies all the requirements stipulated under clause 49 of the Listing Agreement entered into with the Stock Exchanges in regards to Corporate Governance.
Board of Directors
The Board of Directors as on 31st March, 2015 comprised of ten Directors — nine Non-Executive and one Executive Director. Ms. Sunita Sharma, Managing Director & CEO is an Executive Director. The Executive and Non-Executive
Directors are competent and knowledgeable personalities in their respective fields. None of the Directors on the Board hold Directorship in more than 10 public companies and neither of them is a member of more than 10 committees or chairman of more than 5 committees in which they are Director. Necessary disclosure in this regard as on 31st March, 2015 have been made by the Directors. The Directors are not related to each other. The Independent Directors have confirmed that they meet the criteria as mentioned under clause 49 of the Listing Agreement and section 149 (6) of the Companies Act, 2013.
The Independent Directors take part in the proceedings of the Board and Committee meetings which enables qualitative decision-making. They receive sitting fees for attending the meetings and do not have any other material or pecuniary relationship or transaction with the Company, its promoters, its Directors, management, subsidiaries or associates. In 2014-15, the composition of the Board was in conformity with clause 49 of the Listing Agreement. Details of Board meetings and the last Annual General Meeting attended by Directors, number of other Directorships (excluding Directorships of Private Limited Company, Section 8 Company and Companies incorporated outside India) / Committee Chairmanship and membership (viz. Audit Committee and Stakeholders Relationship Committee as
Changes during the Year
Dr. Dharmendra Bhandari was appointed as Additional Director (Independent Category) of the Company by the Board with effect from 19th August, 2014.
Taking into account the invaluable contribution, suggestions, advice given by Dr. B. N. Shukla during his tenure in the various meetings of the Board / Committees held, the Board extended the term of office of Dr. B. N. Shukla, Non-Executive Independent Director by a period of one year beyond the total term of office of nine years.
Details of Director seeking re-appointment at the forthcoming Annual General Meeting
Shri S. B. Mainak
Shri S. B. Mainak, who was appointed as Director of the Company on 3rd July, 2014 retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.
Shri S. B. Mainak, Managing Director of Life Insurance Corporation of India, is a Chartered Accountant. He joined LIC as a Direct Recruit Officer (CA batch) in the year 1983.
During his stint in LIC he has acquired a wide range of experience working not only in Investment, Finance and Accounts, but also in Marketing assignment as Senior Branch Manager, Divisional Manager of Pension & Group Superannuation and in various capacities in Investment department and in Academics during a stint in National Insurance Academy (NIA), Pune as Professor (Life Insurance) and Head of Finance Department of NIA where he has been instrumental in creating new teaching programs relating to finance & accounts, investments, GAAP accounting, IIFRS and marketing strategy for officials of Insurance Companies.
Currently he is the Board of ITC Limited, Mahindra & Mahindra Limited, National Stock Exchange of India Limited, LIC Nomura Mutual Fund Trustee Company Private Limited, LIC Housing Finance Limited, LIC Cards Services Limited, LIC (Nepal) Limited, LICHFL Asset Management Company Ltd. Further, he is Dy. President of Insurance Institute of India and Member of Governing Board of National Insurance Academy, Pune. He was earlier appointed by the Government of India on the Board of Satyam Computer Services Ltd. as Independent Director for restructuring the company.
He has been earlier conferred with "NDTV Profit Business Leadership Award" 2009, "CNN-IBN Indian of the Year Award" 2009 and "Dataquest IT Persons of the Year" 2009 for his active role in restructuring of Satyam Computer Services Ltd.
The meetings of the Board of Directors are scheduled in advance. The detailed agenda and other relevant notes are circulated to the Directors well in advance. Members of the senior management team also attend the meetings to provide additional information and clarification if required. During FY 2014-15, six Board meetings were held as listed below:
Sitting fee is being paid to the Directors (other than Shri S. K. Roy, Chairman, Shri S. B. Mainak, Director, and Ms. Sunita Sharma, Managing Director & CEO) for every Board and Committee meetings they attend. Remuneration is being paid to Ms. Sunita Sharma as applicable to an officer in the cadre of Executive Director of LIC of India.
The Board has constituted various committees to facilitate a more focused attention on important issues. The Committees deliberates and decides on the issues falling within their terms of reference.
The Committee comprises three Non-Executive, Independent Directors with expertise in finance, accounts, treasury and law. During the year, six Audit Committee meetings were held. The composition of Audit Committee, the dates on which the Audit Committee meetings were held and the attendance of the members at the said meetings are as under:
Role and Powers of Audit Committee
The terms of reference of the Audit Committee comprise:
i. 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;
ii. Recommendation for appointment, remuneration, and terms of appointment of auditors of the company;
iii. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
iv. 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 judgement 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.
v. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
vi. 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 utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency on utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter;
vii. Review and monitor the auditor's independence, performance and effectiveness of audit process;
viii. Approval or any subsequent modification of transactions of the company with related parties.
ix. Scrutiny of inter-corporate loans and investments.
x. Valuations of undertakings or assets of the company wherever it is necessary.
xi. Evaluation of internal financial controls and risk management systems.
xii. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
xiii. 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;
xiv. Discussion with the internal auditors of any significant findings and follow up thereon;
xv. 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;
xvi. 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;
xvii. 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;
xviii. To review the functioning of the Whistle Blower Mechanism;
xix. 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;
xx. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
(The term related party transactions shall have the same meaning as provided in clause 49(VII) of the Listing Agreement).
To investigate any activity within its terms of reference.
To seek information from any employee.
To obtain outside legal or other professional advice.
To secure attendance of outsiders with relevant expertise, if it considers necessary.
The Audit Committee mandatorily reviews the following:
1. Management discussion and analysis of financial condition and results of operations;
2. Statement of significant related party transactions submitted by management;
3. Management letters / letters of internal control weakness issued by the statutory auditors;
4. Internal audit reports relating to internal control weakness;
5. The appointment, removal and terms of remuneration of the Chief Internal auditor shall be subject to review by the Audit committee.
Meetings are scheduled well in advance. The Audit Committee considers and recommends quarterly and yearly financial results for approval by the Board. The Joint Statutory Auditors and Internal Auditor of the Corporate Office are invited to attend the meeting. The head of the internal audit function attends the Audit Committee meetings; the Committee also invites senior executives to be present. ,
The Executive Committee formed by the Board has been empowered with the following:
1. To frame the norms, policies, guidelines, conditions, parameters for all housing loan schemes including Project Finance schemes.
2. To relax / waive / alter the norms/ guidelines/ condition of the housing loan schemes including Project Finance schemes on case to case basis.
3. To sanction loan to Builders and Developers under Project Loans beyond the limits delegated to Managing Director & CEO as per Financial Power Standing Order, 1990 (as amended upto 25th April, 2012 (FPSO) on recommendation of the HOD Committee as constituted by the Managing Director & CEO from time to time.
4. To sanction loan under Rental Securitization of the loan amount more than the amount delegated to Managing Director & CEO as per FPSO.
5. To sanction loan under Individual loan schemes beyond the loan amount delegated to Managing Director & CEO as per FPSO.
6. To approve any new loan scheme that Company may launch.
7. To revise the interest rate in the existing schemes & new schemes of Individual/ Project loans.
8. To modify/ restructure existing & new schemes for Individual / Project loans.
9. To revise terms and conditions of the existing & new Individual/ Project loans.
10. To take over the portfolio of the Housing Loans subject to the limits as specified by the Board from time to time.
11. To waive Interest, Additional Interest and other charges beyond the limits delegated to Managing Director & CEO in respect of the One Time Settlement under FPSO.
12. To waive principal amount irrespective of the waiver amount involved in respect of One Time Settlement beyond the limits delegated to Managing Director & CEO under FPSO.
13. To approve the Reserve price under SARFAESI Act, 2002 beyond the limits delegated to Managing Director & CEO under FPSO.
14. To approve LICHFL- PLR and to review & revise the same from time to time.
15. To approve the purchase / construction of the property for office building / staff quarters beyond the limits delegated to Managing Director & CEO generally on such terms and conditions as they may think fit and in any such purchase or other acquisition to accept such title as they may believe or may be advised to be reasonably satisfactory.
16. To borrow money for the purpose of the business of the Company subject to the limit specified by the Board from time to time.
17. To approve the payment for arrangers for fund mobilization.
18. To approve the payment of processing or any other fees payable to Banks/Fls.
19. To approve the availing of re-finance from National Housing Bank.
20. To delegate its powers to Managing Director & CEO any or all of the powers listed above for a specific period.
21. Approve / ratify relaxation/ waiver/ refund of processing fees, administrative fee, prepayment charges in respect of project finance (including at the time of revalidation).
22. Approve / ratify restructuring / reschedulement of project loan.
23. Approve revision of rate of interest in respect of project loans on case to case basis.
24. Approve/ ratify issue of NOC, release of charge in respect of project loan.
25. Approve the cases under Consortium/ Joint financing.
26. Approve takeover of existing project loan/ term loan of other institution/s.
The Executive Committee meets as and when required for considering and approving loan proposals / offers within the power delegated to them. During the year, seventeen Executive Committee meetings were held. The composition of Executive Committee, the dates of the meetings held and the attendance of the members at the said meetings are as under:
Stakeholders Relationship Committee
The Stakeholders Relationship Committee looks into issues related to shareholders like transfer / transmission of shares, issue of duplicate shares, non-receipt of dividend and annual report and other related matters. The Committee also advises to improve investor services and to provide prompt and adequate information. Further, to expedite share transfer in physical form, the Board has delegated power for approving the share transfer to the Committee of Officers of the Company.
Details of shareholders' complaints
During 2014-15,218 complaints / request for revalidation were received from investors and the same were replied/resolved to their satisfaction. As on 31st March, 2015, 2 complaints were pending which were addressed subsequently.
During the year, 589 dematerialisation requests for 3,31,535 shares and 149 requests for transfer involving 81,500 shares were received. The requests for dematerialisation and transfer were promptly attended and there were no request pending for approval as on 31st March, 2015. As on that date 49,92,83,152 equity shares, i.e. 98.934 percent of the Company's share capital were dematerialised.
Debenture Allotment Committee
The Debenture Allotment Committee was formed and delegated the power to raise fund by allotting Non Convertible Debentures to the successful applicants from time to time in different tranches
Nomination & Remuneration Committee (NRC)
Nomination & Remuneration Committee was formed comprising of three Non-Executive Directors and the Chairman of the Committee is an Independent Director as per clause 49 of the Listing Agreement.
The terms of reference of Nomination & Remuneration Committee is:
To determine the Company's policy on specific remuneration packages for Executive Directors including pension rights and any compensation payment;
To approve remuneration payable to all managerial personnel including the Executive Directors;
To determine the elements of remuneration package of Executive Directors summarized under major groups, such as salary, benefits, bonuses, stock options, pension etc.;
To determine details of fixed component and performance linked incentives, alongwith the performance criteria;
Service contracts, notice period, severance fees;
Stock options details, if any.
The Company had made this policy in order to align with various provisions under clause 49 of the Listing Agreement entered into with the Stock Exchanges in India as per SEBI Regulations published vide its circular no.CIR/CFD/Policy Cell/2/2014 dated 17.04.2014 as amended and published vide its circular no.CIR/CFD/Policy Cell/7/2014 dated 15.09.2014.
The Nomination & Remuneration Committee shall recommend to the Board a policy, relating to the remuneration for the directors, key managerial personnel and other employees as per sub-section (3) of Section 178 and based on the functions of the Board of Directors as indicated under Schedule IV (as per section 149) annexed to the Companies Act, 2013 and the Rules made there under.
Accordingly, the remuneration policy relating to the remuneration of directors, key managerial personnel and other employees is as below:
Remuneration to Non Executive Independent Directors:
Non Executive Independent Directors would be paid such amount of sitting fees as decided from time to time for every Board and Committee Meetings they attend. Apart from sitting fees no other remuneration / commission would be payable to them.
Remuneration to Non Executive Promoter Directors:
Non Executive Promoter Directors would not be paid any sitting fees for Board and Committee Meetings they attend. The Promoter Directors are being paid salary and other benefits by LIC of India.
Remuneration to Executive Promoter Director:
Executive Promoter Director who is Managing Director & CEO would be paid remuneration as applicable to an Officer in the cadre of Executive Director of LIC of India. This apart, the Executive Promoter Director would be entitled for PLI as per criteria approved by the Nomination and Remuneration Committee of the Board.
As and when there is any revision in the pay scales of the Executive Promoter Director as per the charter decided by the LIC of India from time to time, then the same would be applicable to the Executive Promoter Director namely Managing Director & CEO. Further, tenure and terms & conditions of appointment of Executive Promoter Director would be as decided by LIC of India from time to time.
Remuneration to Key Managerial Personnel (other than MD&CEO) and other employees:
In the present set up of the Company key managerial personnel other than Managing Directors CEO are Company Secretary and Chief Financial Officer. Chief Financial Officer who is an officer on deputation from LIC of India is being paid remuneration as applicable to an Officer in the cadre of Senior Divisional Manager of LIC of India by the Company whose salary and other benefits are decided by LIC of India from time to time. Remuneration payable to Company Secretary and other employees would be as decided by the Board of the Company as per Service Terms, Conduct Rules etc. 1990 as amended from time to time.
Criteria of making payments to Non-Executive Directors:
The Directors (other than Shri S. K. Roy, Chairman, Shri Sushobhan Sarker, Ex-Director, Shri S. B. Mainak, Director and Ms. Sunita Sharma, Managing Director & CEO) were paid sitting fees for Board / Committee meetings attended.
The details of sitting fees paid to the Directors during the period from 1st April, 2014 to 31st March, 2015 is mentioned below:
Except Managing Director & CEO who is a whole time Executive Director, none of the Directors of the Company is paid any remuneration or any elements of remuneration package under major groups, such as salary, benefits, bonuses, stock options, pension, performance linked incentive etc.
The remuneration paid to Managing Director & CEO of Company for FY 2014-15 is as under
It may be mentioned here that PLI for FY 2013-14 was paid during the FY 2014-15 calculated as per the performance criteria (like growth in portfolio, recovery ratio, NPA ratio and Profit after Tax) approved by the Board.
The evaluation criteria for performance evaluation of independent directors as well as remuneration policy laid down by the Nomination and Remuneration Committee is appended in this Report.
Meeting of Independent Directors
Separate meeting of the Independent Directors of the company was held during the FY 2014-15 and in the said meeting, the Independent Directors reviewed the performance of Non Independent Directors and the Board as a whole. They reviewed the performance of the Chairperson of the company, taking into account the views of Executive Director and Non Executive Directors.
Annual evaluation made by the Board of its own performance:
The Nomination and Remuneration Committee at its meeting held on 25th July, 2014 and the Board of Directors at its meeting held on 16th March, 2015 respectively, had laid down Criteria for evaluation of directors, chairperson, nonexecutive directors, Board level committee and Board as a whole and also the evaluation process of the same.
The Board of Directors had carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (SEBI) under clause 49 of the Listing Agreement at the meeting of Independent Directors held on 16th March, 2015.
The performance of the Board was evaluated by the Independent Directors after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board process, information and functioning, process of disclosure and communication, access to timely, accurate and relevant information etc.
The performance of the committee was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of committee, effectiveness of committee meeting, functioning, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, presented views convincingly, resolute in holding views etc. In addition, the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the Board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committees and individual directors was also discussed.
Familiarisation Programme for Independent Directors
During the year under review, the Company had provided suitable training to Independent Directors, familiarizing them with the company, their roles, rights, responsibilities in the company, nature of the industry in which the company operates and business model of the company. The details of such familiarization programme is disclosed in the Company's website www.lichousing.com, under Policies and Codes.
Corporate Social Responsibility (CSR)
In accordance with the provision of Section 135 of the Companies Act, 2013, the Board of Directors constituted a Corporate Social Responsibility Committee of Directors at its meeting held on 16th January, 2014. The Corporate Social Responsibility Committee monitor the implementation of the Corporate Social Responsibility Policy and apprise the Board accordingly. As on 31s1 March, 2015, the Company has contributed Rs.2,00,00,000/- each towards Swachh Bharat Kosh and Prime Minister National Relief Fund.
Risk Management Committee (RM)
The Company has set up Risk Management Committee to identify the risk impacting the business of the Company and to take appropriate measures to mitigate the same. The terms of reference of Risk Management Committee shall comprise of:
• Review of risk management policy,
• review of the current status on the outer limits in the Risk Management Policy and Report to the Board,
• review the matters on Risk Management and
• review and monitor types of risks the Company is exposed to.
Composition of the Risk Management Committee is as follows:
The Company has four subsidiaries, namely LICHFL Care Homes Limited, LICHFL Financial Services Limited, LICHFL Asset Management Company Limited and LICHFL Trustee Company Private Limited.
LIC Housing Finance Limited does not have a 'material non-listed Indian subsidiary'. During the year, the Audit Committee reviewed the financial statements of its unlisted subsidiary companies, in particular the investment made by them.
The minutes of the Board meeting of subsidiary companies were placed before the Board of LIC Housing Finance Limited for information. The management also brought to the attention of the Board of Directors, the statement of significant transactions entered into by the unlisted subsidiaries of the company
Number of shares and convertible instruments held by Directors:
Except Dr. Dharmendra Bhandari (holds 500 equity shares), none of the Directors of the Company are holding any equity shares or any convertible instruments issued by the Company. The Company has not issued any convertible instruments as on date.
None of the transactions with any of the related parties were in conflict with the interests of the Company.
The details of all transactions with related parties in the manner required to be tabled before the Audit Committee as per the Clause 49 of the Listing Agreement, were placed before the Audit Committee on quarterly basis during FY 201415. The policy on dealing with Related Party transactions and procedures is disclosed on the company's website: www.lichousing.com and appended in the Annual Report.
There were no instances of non-compliance of any matter related to the capital markets during the last three years.
The Company has laid down the procedures to inform Board members about the risk assessment and minimization procedures and the Board reviews the risk management report on quarterly basis.
The Company has a Code of Conduct for prevention of insider trading known as LICHFL Code of Conduct for Prevention of insider trading in the shares and securities of the Company by its Directors and designated employees.
The Company has a Code of Conduct for its Directors and the senior management which inter alia, includes the maximum tenure for Independent Director as nine years with extension of one year. It has suitably incorporated the duties of Independent Directors as laid down in the Companies Act, 2013.
The above Codes are hosted on the Company's website www.lichousing.com <http://www.lichousing.com> and has been circulated to all the members of the Board and senior management and the compliance of the same has been affirmed by them. A declaration confirmed by Managing Director and CEO is given below:
As provided under Clause 49 of the Listing Agreement with stock exchanges, all Board and senior management personnel affirmed compliance with LIC Housing Finance Limited — Code of Conduct for Board of Directors and senior management for the year ended 31s' March, 2015.
For LIC Housing Finance Limited
Means of communication
The channels of communication include informative Annual Report containing Directors' Report, Report on Corporate Governance, Management's Discussion and Analysis Report and the audited Financial Statements (stand alone & consolidated).
The Company also communicates with shareholders through its website, www.lichousing.com. The quarterly and annual financial results as well as shareholding pattern and Memorandum and Articles of Association of the Company, Code of Conduct for Board of Directors and senior management and Code of Conduct for Insider Trading are hosted on the Company's website for information to its shareholders.
The audited/ unaudited financial results were published in leading newspapers namely Business Standard-English (all editions), Business Line (all editions), The Free press Journal (all editions), Navshakti (all editions) and Business Standard-Hindi (all editions).
The audited financial statements viz., Balance Sheet, Statement of Profit and Loss, Cash-Flow Statement, including schedules and notes thereon, press releases and presentations made to analysts were hosted on the Company's website. All material information about the Company, including quarterly and yearly financial results, limited review reports, shareholding pattern are promptly sent through email to the stock exchanges namely Bombay Stock Exchange Limited and National Stock Exchange of India Limited and aslo uploaded on their portal and sent to Luxembourg Stock Exchange through air mail. Besides, the Company disseminates information through press and investors' meet.
General shareholder information
The Company is registered in the State of Maharashtra, India. The Corporate Identity Number (CIN) allotted to the Company by the Ministry of Corporate Affairs (MCA) is L65922MH1989PLC052257.
Annual General Meeting :
Date and time: 19th August, 2015 at 3.00 pm.
Venue: 'M.C. Ghia Hall', Bhogilal Hargovindas Building, 4th Floor, 18/20 Kaikhushru Dubash Marg, Behind Prince of Wales Museum, Mumbai - 400 001.
Financial year: 1st April, 2014 to 31st March, 2015
Book closure : From 11th August, 2015 to 19th August, 2015 (both days inclusive) for the purpose of Annual General Meeting and payment of dividend, if approved by the Members.
Dividend payment date: On or after 20th August, 2015
The shares of the Company are listed on the Bombay Stock Exchange Limited (BSE), National Stock Exchange of India Limited (NSE) and the Luxembourg Stock Exchange.
BSE : 500253
NSE : LICHSGFIN EQ
g) ISIN Number of NSDL/CDSL: INE115A01026
j) Global Depository Shares (GDS):
Out of the total 50,00,000 GDS issued by the Company, 3,232 GDSs were outstanding as on 31st March, 2015.
k) Plant location: The Company is mainly engaged in providing housing finance and as such is not having any manufacturing plant.
I) Address for correspondence:
Investors and shareholders can correspond with the Company at following address:
A. The Company Secretary LIC Housing Finance Limited Corporate Office, 131 Maker Tower, 'F' Premises, 13th Floor, Cuffe Parade, Mumbai - 400 005. Phones: (91-22) 22178600 / 22178700 / 22178611 Fax: (91-22)22178777. Email id : nitinJage@lichousing.com
And / Or
B. The Registrarand Transfer Agent of the Company at their following address:
Sharex Dynamic (India) Pvt. Limited Unit 1, Luthra Industrial Premises, Andheri Kurla Road, Safed Pool, Andheri(E), Mumbai - 400 072. Phones : (91-22) 28515606 / 28515644 Fax: (91-22) 28512885 Email id : email@example.com
m) Share transfer system:
All the transfers are processed by the Registrar and Transfer agent, namely, Sharex Dynamic (India) Pvt. Limited and approved by the Committees of the executives of the Company constituted for the said purpose. The Committee meets as and when required to approve share transfer received in physical form.
n) Dematerialisation of shares and liquidity:
The shares of the Company are compulsorily traded in dematerialised form and are available for trading under both the Depository Systems — National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2015, 49,92,83,152 equity shares i.e., 98.934 percent of the Company's share capital were dematerialised.
Procedure for Postal Ballot:
In compliance with clause 35B of the Listing Agreement and Sections 108, 110 and other applicable provisions of the Companies Act, 2013, read with the related Rules, the Company provides electronic voting facility to all its members, to enable them to cast their votes electronically. The Company engages the services of CDSL for the purpose of providing e-voting facility to all its members. The members have the option to vote either by physical ballot or e-voting.
The Company dispatches the postal ballot notices and forms along with postage prepaid business reply envelopes to its members whose names appear on the register of members / list of beneficiaries as on a cutoff date. The postal ballot notice is sent to members in electronic form to the email addresses registered with their depository participants (in case of electronic shareholding) / the Company's registrar and share transfer agent (in case of physical shareholding). The Company also publishes a notice in the newspaper declaring the details of completion of dispatch and other requirements as mandated under the Act and applicable Rules.
Voting rights are reckoned on the paid-up value of the shares registered in the names of the members as on the cut-off-date. Members desiring to exercise their votes by physical postal ballot forms are requested to return the forms duly completed and signed, to the scrutinizer on or before the close of voting period. Members desiring to exercise their votes by electronic mode are requested to vote before the close of business hours on the last date of e-voting.
The scrutinizer submits his report to the Chairman, after the completion of scrutiny, and the consolidated results of the voting by postal ballot are then announced by the Chairman / authorised officer. The results are also displayed on the website of the Company, www. lichousing.com besides being communicated to the stock exchanges, depository. The date of declaration of the results by the Company is deemed to be date of passing of the resolutions
Section A: General Information about the Company
1. Corporate Identity Number (CIN) of the Company:
2. Name of the Company: LIC Housing Finance Limited
3. Registered Address: Bombay Life Building, 2nd Floor, 45/47, Veer Nariman Road, Mumbai 400001.
4. Website: www.lichousing.com
5. E-mail id: lichousina(S)lichousina.com
6. Financial Year Reported: 1st April, 2014 to 31st March, 2015
7. Sector that the Company is engaged in (Industrial activity code-wise):
Housing Finance - 59225
8. List three key products/ services that the Company manufactures/ provides (as in Balance Sheet):
Housing loan to Individuals, Housing loan to Builders/ Developers, Loan against Property
9. Total number of locations where business activity is undertaken by the Company:
Number of National Locations: LICHFL is spread across the entire nation with 7 Regional Offices, 16 Back Offices, 132 Area Offices, 80 Business Centers, 7 Extension Counters, 1 Customer Service Point and 4 Property Service Division.
Number of International Locations: LICHFL has overseas representative office at Dubai and Kuwait.
10. Markets served by the Company: India, UAE (Dubai) & Kuwait
Section B: Financial Details of the Company
1. Paid up Capital: Rs.100.93 crore
2. Revenue from Operations: Rs. 10,669.35 crore
3. Profit after Taxes: Rs.1,386.19 crore
4. Total spending on Corporate Social Responsibility (CSR) as percentage of profit after tax (%): 0.29 percent.
5. List of activities in which expenditure in 4 above has been incurred:
The Company has contributed towards Swachh Bharat Kosh and Prime Minister National Relief Fund.
Section C: Other Details
1. Does the Company have any Subsidiary Company/ CompaniesRs.
2. Do the Subsidiary Company/ Companies participate in the BR Initiatives of the Parent CompanyRs. If yes, then indicate the number of such subsidiary company(s)
Yes, the subsidiary company also participates in the Business Responsibility initiatives of LICHFL. One subsidiary company namely, LICHFL Care Homes Limited, participate in the BR initiatives.
3. Do any other entity/ entities (e.g. suppliers, distributors etc) that the Company does business with, participate in the BR initiatives of the CompanyRs. If yes, then indicate the percentage of such entity/ entitiesRs. [Less than 30 percent, 30-60 percent, More than 60 percent]
The Company encourages the suppliers and distributors to participate in the Company's BR initiatives but does not mandate them to participate.
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:
The Board of the Company is collectively responsible for the implementation of the BR policies of the Company.
2. Principle - wise (as per NVGs) BR Policy/ policies (Reply in Y/N):
The National Voluntary Guidelines on Social, Environmental and Economic Responsibilities of Business released by the Ministry of Corporate Affairs has adopted nine areas of Business Responsibility. These briefly are as follows:
3. Governance related to BR
• Indicate the frequency with which the Board of Directors, Committee of the Board or CEO to assess the BR performance of the Company. Within 3 months, 3-6 months, Annually, More than 1 year
• Does the Company publish a BR or a Sustainability ReportRs. What is the hyperlink for viewing this reportRs. How frequently it is publishedRs.
The Company does not publish a BR or Sustainability Report.
Section E: Principle-wise performance Principle 1
Business should conduct and govern themselves with Ethics, Transparency and Accountability
1. Does the policy relating to ethics, bribery and corruption cover only the companyRs.
Does it extend to the Group/ Joint Ventures/ Suppliers/ Contractors/ NGOs/ OthersRs.
All companies in LICHFL group are covered by the policy.
2. How many stakeholder complaints have been received in the past financial year and what percentage was satisfactorily resolved by the managementRs.
5298 complaints were received during the year 201415, from various stakeholders namely borrowers, shareholders and deposit holders. 5281 complaints, working out to 99.68 percent were satisfactorily resolved.
Businesses should provide goods and services that are safe and contribute to sustainability throughout their life cycle
The biggest social responsibility of helping people to have their own shelter is the main objective of the Company. To facilitate the same, LICHFL has been providing loans to home buyers at competitive rates of interest through its various schemes.
List upto 3 products or services whose design has incorporated social or environmental concerns, risks and / or opportunities.
a. Women's Day Special Offer scheme
To bring about the advancement, development and empowerment of women, LICHFL advances housing loan to women applicants who are the sole owner of the property or the first owner in a jointly owned property. In respect of applications received under the scheme, no processing fees has been charged. Till 31st March, 2015, LICHFL has succeeded in empowering 11524 women to own a house in their name under Women's Day Special Offer scheme.
b. LICHFL Rural Housing Scheme
In order to encourage customers to own their homes in Rural areas, the Company has announced a special scheme for small farmers, landless labourers, Tenant farmers, share croppers, women / SC.ST / Minority persons in rural areas with income not exceeding Rs.2 lakhs per annum. For this purpose, the property should be located in rural area, the population of which did not exceed 50000 as per the 1991 census.
c. LICHFL Urban Housing Scheme
LICHFL has designed this scheme to enable those people to own a house whose household income does not exceed Rs.4 lakhs per annum. As the name suggest, the main condition of this scheme is that the property should be located in Urban area defined as per 2011 census.
d. Interest Subvention Scheme on Housing Loan up to Rs.10 lakhs.
As per the directions of National Housing Bank, LICHFL has implemented the Scheme of 1% Interest Subvention on Housing Loan up to Rs.10 lakhs. The objective of the Scheme is to provide Interest Subsidy on Housing Loan as a measure to improve affordability of housing to eligible borrowers