Corporate Governance Guidelines | Ummeed Housing Finance
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Corporate Governance Guidelines

Corporate Governance Guidelines

CORPORATE GOVERNANCE MISSION

Ummeed Housing Finance Private Limited (the "Company") is a housing finance registered with National Housing Bank (NHB) under National Housing Bank Act, to the highest standards of ethical conduct Managed by a team of experienced professionals, work with a common motive of providing home loans and loan against property to & income Indian families doing what we say. We advocate and stream highest of ethical of the industry, reporting results with accuracy and transparency and as an ongoing maintaining full compliance with the laws, rules and regulations that govern the Company's businesses

BOARD OF DIRECTORS

The Board of Directors' 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 around the world, 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 they reasonably believe to be the best interests of 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.

DETAILS OF BOARD MEMBERS

  • The Board of Directors of the Company consists of the following Board Members:
    • (a)Mr. Ashutosh Sharma, Managing Director (DIN: 02582205)
    • (b)Mr. Sachin Grover, Whole-Time Director (DIN: 07387359)
    • (c)Mr. Anurag Bhargava, Nominee & Non-Executive Director (DIN: 01297542)
    • (d)Mr. Vishal Mehta, Nominee & Non-Executive Director (DIN: 00256331)
    • (e)Mr. Alok Prasad, Non-Executive Director (DIN: 00080225).
    • (f)Mr. Inderjit Walia, Independent Director (DIN: 02582205)

In terms of section 149 of the Companies Act, 2013 each company needs to have a board in place with necessary duties and powers as provided in Section 166 & 179 respectively and various other provisions of Companies Act, 2013 and applicable rules & regulation formed therein. Mr. Ashutosh Sharma is the chairman of the Board and Managing Director of the Company. Further Mr. Sharma along with Mr. Sachin Grover are executive directors on the Board. Mr. Inderjit Walia has been recently appointed as Independent Director effective 23rd March 2018. Mr. Alok Prasad is the non-executive Director of the Company. The Board also constitutes Nominee Directors, Mr. Vishal Mehta is the nominee director for M/s Lok Capital Growth Fund and Mr. Anurag Bhargava is nominee director of M/s Duane Park Private Limited.

One of the Board's most important responsibilities is identifying, evaluating and selecting candidates for the Board of Directors. The Nomination and Remuneration Committee reviews the qualifications of potential director candidate and makes recommendations to the Board. The factors considered by the Committee and the Board in its review of potential candidates include:

  • Whether the candidate has exhibited behavior that indicates he or she is committed to the highest ethical standards and our shared responsibilities.
    • Whether the candidate has had business, governmental, non-profit or professional experience at the Chairman, Chief Executive Officer, Chief Operating Officer or equivalent policy-making and operational level of a large organization with significant international activities that indicates that the candidate will be able to make a meaningful and immediate contribution to the Board's discussion of and decision-making on the array of complex issues facing a large financial services business that operates on a global scale.
    • Whether the candidate has special skills, expertise and background that would complement the attributes of the existing Directors, taking into consideration the diverse communities and geographies in which the Company operates.
    • 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.
    • 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.
    • Whether the candidate possesses a willingness to challenge management while working constructively as part of a team in an environment of collegiality and trust.
    • Whether the candidate will be able to devote sufficient time and energy to the performance of his or her duties as a Director.

Application of these factors involves the exercise of judgment by the Board.

CHANGE IN STATUS OR RESPONSIBILITIES

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

COMMITTEES OF THE BOARD

The Board has constituted several committees to deal with specific matters and delegated powers for different functional areas. The Audit Committee, Nomination and Remuneration committee, Asset Liability Committee, Risk Management Committee and Credit Committee been constituted in accordance with the guidelines issued by the National Housing Bank.

Given below is the composition of the Committees and the terms of reference of the Committees:

Audit Committee

  • The company has constituted Audit Committee in terms of section 177 of the Companies Act, 2013 comprising of the following:
    • (a)Mr. Ashutosh Sharma, Chairman & Managing Director (DIN: 02582205)
    • (b)Mr. Vishal Mehta, Nominee Director & Non-executive Director (DIN: 00256331)
    • (c)Mr. Alok Prasad, Non-executive Director (DIN: 00080225).
    • (d)InderJit Walia, Independent Director (DIN: 01812849)

The terms of reference of the Audit Committee of the Company, are as follows:

  • Reviewing with management/statutory auditors the half yearly and annual financial statements and the draft Auditor’s report before submission to the board, focusing primarily on:
    • Any changes in accounting policies and practices
    • Major accounting entries based on exercise of judgments by management,
    • Qualifications in draft audit report.
    • Significant adjustments arising out of audit.
    • The going concern assumption.
    • Compliance with accounting standards.
    • Any related party transactions and approval/subsequent modification of the same, as the case may be
    • Reviewing with the management, external and internal auditors, the adequacy and compliance of internal control systems and evaluation of the internal financial controls and risk management systems
    • Reviewing the adequacy of internal audit function and to formulate the scope, functioning and methodology for conducting the internal audit
    • Discussion with internal auditors on any significant findings and implementation of their recommendation and follow up there on
    • Review 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
    • Discussion with Statutory Auditors before the audit commences, nature and scope of audit as well as post-audit discussion to ascertain any area of concern
    • Recommend for appointment, remuneration and terms of appointment of auditors of the Company
    • Review and monitoring of the auditor’s independence and performance, and effectiveness of audit process
    • Approval or any subsequent modification of transactions of the company with related parties
    • Scrutiny of inter-corporate loans and investments
    • Valuation of undertakings or assets of the company in accordance with the provisions of Companies Act, 2013 , wherever it is necessary
    • Establish and review the functioning of the Whistle Blower Mechanism
    • Monitor the end use of funds raised through public offers and related matters
    • Call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and discussion of related matters with the internal and statutory auditors and the management of the Company
    • Investigate into any matter in relation to the items specified above or referred to it by the Board of Directors
    • 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.

Nomination and Remuneration committee

  • The company has also constituted Audit Committee in terms of section 178 of the Companies Act, 2013 comprising of the following:
    • Mr. Ashutosh Sharma, Chairman & Managing Director (DIN: 02582205)
    • Mr. Vishal Mehta, Nominee Director & Non-executive Director (DIN: 00256331)
    • Mr. Alok Prasad, Non-executive Director (DIN: 00080225).
    • InderJit Walia, Independent Director (DIN: 01812849)
  • The nomenclature and the terms of reference of the Committee are as follows:
    • Identification of persons qualified to become director and senior management personnel (as defined under the Companies Act, 2013), recommendations to the Board for their appointment /removal or filling of vacancies on the Board.
    • Administration and superintendence of the Employee Stock Option Scheme and to that extent the scope of reference to the Committee is not restricted to only particular Stock Option scheme but all Stock Option schemes are to be implemented / administered by the Committee.
    • Formulation, superintendence and administration of:
      • Director’s Appointment & Remuneration Policy;
      • Key Managerial Personnel’s Appointment and Remuneration Policy;
      • Employees Remuneration Policy;
    • Formulation, Superintendence and administration of Annual Performance Evaluation Policy of the Board
    • 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.

*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.

OTHER COMMITTEES

In addition to the aforesaid committees constituting the Directors, the Company also has various committees for supervising day to day operations of the company. The company has in place Asset Liability Committee (ALCO), Risk Management Committee and Credit Committee. The meetings of ALCO and Risk Management are conducted on monthly basis and minutes of the same are recorded.

Asset Liability Committee

  • ALCO constitutes of the following members
    • Ashutosh Sharma – Managing Director
    • Sachin Grover- Whole time Director
    • Bikash Kumar Mishra- Financial Controller
  • The role and functions of the Committee are as follows:
    • To manage liquidity and interest rate risk in a dynamic situation by measuring, monitoring and taking appropriate steps.
    • To put in place the ALM system by making use of specialized software for managing assets and liabilities with respect to maturity mismatch. It shall put in place a comprehensive and dynamic frame work to measure, monitor and manage the liquidity and interest rate equity and commodity price risk taking into account the rates of major operators in the financial system by closely integrating it with the business strategy of the company.
    • To evolve suitable strategy through risk policies and tolerance levels to manage the risks.
    • To recommend the board regarding limits of liquidity, interest rate and equity price risk.
    • To monitor fund investment made by the company as per investment policy.
    • Ensuring the adherence to the limits set by the board and in the line with the budget and to decide risk management objectives.
    • To decide the product pricing for the loans, maturity profile and mix of the incremental assets and liabilities.
    • To anticipate the current interest rate view of the company and base its decision for future business strategy on this view. In regard to funding policy it shall decide the source, mix of liabilities or sale of assets.
    • To develop a view on future direction of interest rate movement and decide on funding mixes between fixed vs. floating rate bonds, wholesale vs. retail, money market vs. capital market, domestic market vs. foreign currency funding and to decide the Floating Reference Rate (RFRR) and to amend / change the same from time to time, as required.
    • To review the ALM returns and take suitable remedial measures.
    • To adopt, amend, revise and modify ALM Policy of the Company in compliance with NHB’s norms.
    • To review the progress and implementation of decision made in the previous meetings.
    • To assess the funding and capital planning for the company.
    • To prepare road maps for profit planning and growth projections

Risk Management Committee

    • Ashutosh Sharma – Managing Director
    • Sachin Grover- Whole time Director
    • Rajender Gupta- VP, Credit & Risk
    • Sharad Singh- AVP, Operations
    • Ashish Kumar- VP, Technical

The committee is constituted mainly to discuss credit risk , marketing and liquidity risk, operational risk, Money Laundering risk, Regulatory Compliance, concentration risk, Legal Risk, reputational risk.

  • The terms of reference of Risk Management Committee of the Company are as follows:

    The Risk Management Committee has been assigned the task of guiding the progressive Risk Management System, Policy and Strategy of the Company. It will devise the policy and strategy for Integrated Risk Management containing various risks exposures of the Company (credit risk, market risk and operational risk).

    • The Committee oversees the functioning of the Asset Liability Management Committee, Credit Committee and other risks committees of the Company, if any.
    • To build a strong and profitable portfolio with fair and transparent outlook by taking help of the experience and multidimensional view of the Committee Members.
    • To draft and approve the various policies pertaining to the financing activities of the Company.
    • To find out the reasons for Non-Performing Assets accounts in the Small and Medium Sector.
    • To consider the soundness of way of methods for disbursing the loan.
    • To discuss and review the recovery or collection policy etc.
    • To investigate relevant matter referred to the committee by the Board and report to the Board
    • To adopt, amend, revise, modify various product policies of the Company from time to time

Credit committee

  • The committee constitutes of following members
    • Mr. Ashutosh Sharma, Managing Director
    • Mr. Sachin Grover, Whole-Time Director
    • Mr. Rajendra Gupta, VP, Credit & Risk

The committee functions on day to day basis and has the power and authority to approve the loan and issue sanction letters to the customers. The committee constitutes of two executive Directors Mr. Sharma and Mr. Grover. Mr. Gupta is vice president, credit & risk.

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