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Corporate Governance Guidelines

Effective February 15, 2018

InCred Housing Finance Private Limited (the "Company") aspires to the highest standards of ethical conduct: doing what we say, reporting results with accuracy and transparency and maintaining full compliance with the laws, rules and regulations that govern the Company's businesses.



BOARD OF DIRECTORS


The Board of Directors' (“Board”) primary responsibility is to provide effective governance over the Company's affairs for the benefit of its stockholders, and to balance the interests of its diverse constituencies, including its customers, employees, suppliers and local communities. In all actions taken by the Board, the Directors are expected to exercise their business judgment in what the reasonably believe to be in the best interests of the Company while exercising their duties with care, skill and due diligence and shall endeavor to avoid any conflict of interest with the Company. In discharging that obligation, Directors may rely on the honesty and integrity of the Company's senior executives and its outside advisors and auditors.


QUALIFICATIONS FOR DIRECTOR CANDIDATURE


One of the Board's most important responsibilities is identifying, evaluating and selecting candidates for the Board of Directors. The factors considered by the Board in its review of potential candidates shall include, inter alia:


  1. Whether the candidate has exhibited behavior that indicates he or she is committed to the highest ethical standards.

  2. Whether the candidate has special skills, expertise and background that would complement the attributes of the existing Directors, taking into consideration the current activities and future plans of the Company.

  3. Whether the candidate has the financial expertise as evidenced by substantial prior experience in the sector required to provide effective oversight of a financial services business.

  4. Whether the candidate has achieved prominence in his or her business, governmental or professional activities, and has built a reputation that demonstrates the ability to make the kind of important and sensitive judgments that the Board is called upon to make.

  5. Whether the candidate will effectively, consistently and appropriately take into account and balance the legitimate interests and concerns of all of the Company's stockholders and our other stakeholders in reaching decisions, rather than advancing the interests of a particular constituency.

  6. Whether the candidate possesses a willingness to challenge management while working constructively as part of a team in an environment of collegiality and trust.

  7. Whether the candidate will be able to devote sufficient time and energy to the performance of his or her duties as a Director.

    8. Application of these factors in specific instances will involve the exercise of judgment by the Board.


CHANGE IN STATUS OR RESPONSIBILITIES


If a Director has any substantial change in professional responsibilities, occupation or business association, he or she should notify the Board and offer his or her resignation to the Board. The Board will evaluate the facts and circumstances and determine whether it should accept the resignation or request that the Director continue to serve on the Board.


BOARD MEETINGS


The Board shall meet at least four times a year, with a maximum time gap of one hundred and twenty days between any two meetings. The minimum information to be statutorily made available to the Board shall be furnished to the Directors.


COMMITTEES OF THE BOARD


The Board has constituted several committees to deal with specific matters and delegated powers for different functional areas. The various Committees have been constituted in accordance with the provisions of Companies Act, 2013 and the applicable directions/ guidelines issued by the National Housing Bank.


TERMS OF REFERENCE OF THE BOARD COMMITTEES


  1. Audit Committee

  1. Recommendation for appointment, remuneration and terms of appointment of the Statutory Auditors of the Company;

  2. Review and monitor the Auditor’s independence and performance, and effectiveness of audit process;

  3. Approval of payment to Statutory Auditors for any other services rendered by them;

  4. Examination of the financial statement and the Auditors’ Report thereon;

  5. Approval or any subsequent modification of transactions of the Company with related parties;

  6. Scrutiny of Inter-corporate loans and Investments;

  7. Valuation of undertakings or assets of the Company, wherever it is necessary;

  8. Evaluation of Internal Financial Controls and Risk Management Systems;

  9. Monitoring the end use of funds raised through public offers and related matters;

  10. 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;

  11. Reviewing, with the management, the Financial Statements and the Auditor’s report thereon before submission to the Board for approval, regarding the following:

     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;

     Changes, if any, in accounting policies and practices and reasons for the same;

     Major accounting entries involving estimates based on the exercise of judgment by management (“Major” to mean 1% of Profits Before Tax);

     Significant adjustments made in the financial statements arising out of audit findings;

     Compliance with the Accounting Standards, other the regulatory/ statutory and legal requirements relating to financial statements;

     Disclosure of any related party transactions;

     Qualifications in the draft audit report.

  12. Reviewing, with the management, performance of Statutory and Internal Auditors, adequacy of the Internal Control Systems;

  13. Reviewing the adequacy of internal audit function;

  14. Discussion with the Internal Auditors of any significant findings and follow up there on;

  15. 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;

  16. Discussion with the Statutory Auditors before the Audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concerns;

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

  18. To review the functioning of the Whistle Blower mechanism, as and when established in the Company;

  19. Investigate into any matter in relation to the items specified above or referred to it by the Board of Directors

  20. To delegate authorities from time to time to the executives/ authorized representatives to implement the decisions of the Committee from time to time.

  21. Any such other role/function as may be specifically referred to the Committee by the Board of Directors or as may be required under the Companies Act, 2013 or any other law for the time being in force.

  1. NOMINATION AND REMUNERATION COMMITTEE

  1. Identification of persons qualified to become director, recommendations to the Board for their appointment /removal or filling of vacancies on the Board;

  2. Identification of persons for appointment as the Senior Management Personnel of the Company.

    Note: As per Section 178(5), “senior management personnel” of a Company means members of the core management team of the Co (excluding Board of directors) comprising all members of management one level below the executive directors, including the functional heads.

  3. Administration and superintendence of the Employee Stock Option Schemes of the Company, as in when such scheme(s) is launched

  4. Formulation, supervision and implementation of the following policies:

    1. Appointment & Remuneration Policy for the Directors and Key Managerial Personnel’s;

    2. Employees Remuneration Policy;

    3. Policy for Annual Performance Evaluation of the Directors , as in when required.

  5. Any such other role/functions as may be specifically referred to the Committee by the Board of Directors and / or other committees of Directors of the Company or as may be required under the Companies Act, 2013 or any other law for the time being in force.

  1. ASSET LIABILITY MANAGEMENT COMMITTEE (ALCO)

  1. To review/ monitor the Asset Liability Management (ALM) profile and systems of the Company from time to time;

  2. To monitor and manage the following by taking appropriate steps and recommending suitable measures to the Board:

    1. Liquidity Risk;

    2. Market Risk;

    3. Interest Rate Risk;

    4. Funding and Capital Planning.

  3. To monitor and advise maturity profile and mix of the Assets and Liabilities of the Company;

  4. To formulate Interest Rate view of the Company and advise future business strategy accordingly if required. To advise on appropriate mix of between Fixed v/s Floating Interest Rate liabilities/ resources and assets etc.;

  5. To advise on Funding, Source & Mix of Liabilities, Product Pricing for the loans etc.;

  6. To advise on benchmark Floating Reference Rate (RFRR) and to amend / change the same from time to time, as required;

  7. To review the ALM returns and take suitable remedial measures;

  8. To review and approve the ALM Policy of the Company;

  9. To assess the funding and capital planning for the Company;

  10. To advise roadmap for profit planning and growth projections of the Company;

  11. To delegate authorities from time to time to the executives/ authorized representatives to implement the decisions of the Committee from time to time.

  1. RISK MANAGEMENT COMMITTEE (RMC)

  1. Review and manage the Risk Management framework and processes of the Company in compliance with the regulatory provisions and the best practices;

  2. To constantly monitor the prevailing and forthcoming risks and framing policy for mitigating the same;

  3. To review framework for monitoring and managing various types of risks including credit risk, market risk, fraud risk and status of compliance with the Anti-Money Laundering (AML) Standards;

  4. To review the various risk related aspects of the loan and asset portfolio;

  5. To review and approve the various policies pertaining to the following:

    1. Lending activities of the Company;

    2. Know Your Customer (KYC) and AML;

    3. Recovery and Collections;

  6. To delegate authorities from time to time to the executives/ authorized representatives to implement the decisions of the Committee from time to time.

  1. EXECUTIVE COMMITTEE

  1. To review the following items before being recommended to the Board:

    1. Annual Operating Plan (AOP), Business and Strategy Plans;

    2. Financial Projections and Cash Flows;

    3. Capital and Revenue Budgets and Capital Expenditure Plans;

  2. Monthly Review of business activities/operations of the Company including supervision of various functional segments;

  3. Review and approval of internal policies and initiatives including those on employee Benefits, Engagement, training etc;

  4. To delegate authorities from time to time to the executives/ authorized representatives to implement the decisions of the Committee from time to time;

  1. GRIEVANCE REDRESSAL COMMITTEE

    1. To review customer complaints including nature of complaints, source, aging, resolution mechanism, turnaround time etc;

    2. To review escalations, repeated complaints and chronic issues and suggest corrective actions and process improvements wherever required;

    3. To review/examine the quality of customer service initiatives and functioning of the Customer Relationship Management (CRM) Team;

    4. To approve various customer redressal policies, related processes and any amendments to the Grievance Redressal Mechanism;

    5. To appoint a Grievance Redressal officer.

  1. SCREENING COMMITTEE FOR IDENTIFICATION OF NON-COOPERATIVE BORROWERS

  1. To approve the internal mechanism for identifying the non-operative borrowers and reporting of the same to the Central Repository of Information on large Credits (CRILC)

  2. To decide whether any borrower should be classified as non-cooperative or not. Based on such decision of the Committee, the Company will issue a show cause Notice to a non-cooperative borrower (and the promoter/whole-time directors in case of companies) and call for his/ their submission. The Committee, if it deems necessary, may provide an opportunity for a personal hearing to such borrower;

  3. To decide any issue an order recording the borrower to be non-cooperative and the reasons for the same after considering the submission, if any, of such borrower.

  1. REVIEW COMMITTEE FOR THE IDENTIFICATION OF NON-COOPERATIVE BORROWERS

  1. To review the order of the Committee for Identification of Non-cooperative Borrowers (a Committee headed by a wholetime Director with 2 senior executives of the Company). Such order will become final only after it is confirmed by the said Review Committee.

  1. SHARE ALLOTMENT AND TRANSFER COMMITTEE

  1. To consider and look into the matters pertaining to the issue, offer, allotment and cancellation of securities including equity, preference shares, instruments convertible into equity shares.

  2. To make call on securities, invite and accept further subscription money on securities.

  3. To issue new share certificates on allotment, duplicate/split/consolidated share certificates.

  4. To redeem/ convert securities

  5. To consider requests for transfer, transmission, rematerialization and dematerialization etc of shares of the Company

  6. To redress shareholder grievances like non-receipt of share certificates, loss of share certificates, transfer of shares, non-receipt of balance sheet / dividend etc.

  7. Any sch other role/functions as may be specifically referred to the Committee by the Boards of Directors

  1. FINANCE COMMITTEEE*

  1. To approve borrowing of monies (otherwise than by issue of debentures) by way of availing financial facilities from financial institution(s) / bank(s) or other entities in form of term loan(s), guarantee(s), line of credit or in any other forms (“Facilities”), within the overall limits approved by the Board / shareholders, in connection with our Company’s business requirement and taking necessary actions connected therewith;

  2. To appoint security trustee(s) and/or create charge/mortgage in favour of the lenders of the company

  3. To consider opening/ Closing of bank accounts with various banks, apply and avail corporate internet banking, fax indemnity facility, email indemnity, online account statement viewing facility with respect to account maintained with various banks and to revise signatories for operating various bank accounts of the company as and when necessary;

  4. To review and approve an Assignment/ Securitization transaction or a transaction relating to the transfer of Financial Assets or Cash Flows;

  5. To review and approve arrangements and tie-ups with the banks for various banking facilities and/ or cash management services;

  6. To consider and approve availing of bank guarantees from various banks;

  7. To consider availing of corporate credit cards including credit card facility in the name of employees / officials of the company and the terms of such facilities;

  8. To approve investment of surplus funds of the Company, within the limits approved by the Board, in Mutual Funds, Fixed Deposits, Government Securities, securities of any Company/Body Corporate etc. and redemption thereof;

  9. To review and approve the Investment Policy , Demand and Call Loan Policy and other related policies relating to Finance and Treasury (except the policies on Asset Liability Management and Rate of Interest)of the Company;

  10. To delegate authorities from time to time to the executives/ authorized representatives to implement the decisions of the Committee from time to time.

  11. Any such other role/functions as may be specifically referred to the Committee by the Board of Directors

    *Note: Investment Committee is merged with Finance Committee.

  1. IT STRATEGY COMMITTEE

  1. Approving IT strategy and policy documents and ensuring that the management has put an effective strategic planning process in place;

  2. Ascertaining that management has implemented processes and practices that ensure that the IT delivers value to the business;

  3. Ensuring IT investments represent a balance of risks and benefits and that budgets are acceptable;

  4. Monitoring the method that management uses to determine the IT resources needed to achieve strategic goals and provide high-level direction for sourcing and use of IT resources;

  5. Ensuring proper balance of IT investments for sustaining HFC’s growth and becoming aware about exposure towards IT risks and controls.

  6. To settle any question, difficulty or doubt that may arise in regard to the above matters

  7. Any such other role/functions as may be specifically referred to the Committee by the Board of Directors

  1. IT STEERING COMMITTEE

  1. To provide oversight and monitoring of the progress of the project, including deliverables to be realized at each phase of the project and milestones to be reached according to the project timetable.

  2. Any such other role/functions as may be specifically referred to the Committee by the Board of Directors