Report of the Directors on Corporate Governance

Corporate Governance is, essentially, a philosophy. It encompasses not only the regulatory and legal requirements, but also the voluntary practices developed by the company to protect the best interests of all stakeholders. However, in the harsh realities of day to day economic stress and competitive growth, corporate governance can only deliver on an avowed philosophy if there is a strong and sustainable framework. It is this framework which fosters a high level of business ethics with effective supervision, transparency and accountability at all levels. A good corporate governance framework incorporates a system of robust checks and balances between Key players; namely, the Board, the management, auditors and various stakeholders. The role and responsibilities of each entity must be clearly understood and transparency must be enforced at each level and at all times.

Spin-offs from good Corporate Governance

Investors worldwide are looking for new areas and avenues to invest their funds but the emphasis is on safety of their funds rather than high returns. These investors value companies which show commitment to customer satisfaction; companies which nurture long-term stakeholder value. In the ultimate analysis, strong governance is, therefore, indispensable for the development of a resilient and vibrant capital market. It is an important instrument for investor protection.

Good governance is similarly a distinctive competent in a crowded and aggressive marketplace. It fosters customer confidence and promotes the equity, earnings quotient and value for a corporate brand.

Company’s philosophy on Corporate Governance

GRUH has been fortunate to have a strong set of values drawn from its promoter and parent company, Housing Development Finance Corporation Limited (HDFC).

At GRUH, we have assigned the highest importance to elements of good corporate governance like transparency, accountability and responsibility in every sphere of management practice be it with customers, shareholders, regulators, government, bankers, vendors or staff members. We have strived to introduce a high level of professionalism in carrying out the business with a strong belief that the organisation exists to serve the customer in a manner that can yield the best possible return to a shareholder. The Board of Directors at GRUH has always maintained the true spirit of being “Trustees” in directing the management team and also persisted in demanding a similar approach from the management team. The board has also inspired the management team to practice professional ethics in all its dealings.

With emphasis on transparency, integrity and accountability, the Board of Directors adopted the principles of good corporate governance by setting up an Audit Committee, Shareholders’ Grievance Committee and Compensation Committee since 1997. GRUH has developed systems that allow sufficient freedom to the board and the management to take decisions which promote growth while remaining within the framework of effective accountability. Given below is the report of the directors on corporate governance in accordance with the provisions of the listing agreement.

Board of Directors

Composition

The Board of Directors comprises of nine directors, all professionals in their own right who bring in a wide range of skills and experience to the board. All the directors of the Company, except the Managing Director and the Executive Director are non-executive directors. Brief profiles of the directors are set out elsewhere in the annual report.

Five directors are independent directors. ‘Independent directors’ are directors who apart from receiving directors’ remuneration do not have any other material pecuniary relationship or transactions with the Company, its promoters, its management or its subsidiaries, which in the opinion of the board may affect independence of judgment of the director.

All directors are appointed by the members of the Company.

The composition of the board is in conformity with Clause 49 I (A) of the listing agreements. As per the Listing Agreement, no director can be a member in more than 10 committees or act as chairman of more than 5 committees across all public companies in which he is a director. Details of the Board of Directors in terms of their directorships/ memberships in committees (only audit and investor grievance) of public companies (excluding GRUH) are detailed as under:

Sr. No. Directors No. of Directorships No. of Committees
Member Chairman
1 Mr. Keki.M. Mistry 12 6 3
2 Mr. S.M. Palia 6 4 1
3 Mr. Rohit C. Mehta 3 1 1
4 Mr. Prafull Anubhai 4 2 2
5 Ms. Renu S. Karnad 12 2 3
6 Mr. K.G. Krishnamurthy 5
7 Mr. S.G. Mankad 6 1
8 Mr. Kamlesh Shah
9 Mr. Sudhin Choksey 1 1

Sr. Nos. 8 and 9 are executive directors. All other directors are non-executive directors. Sr. Nos. 2, 3, 4, 6 and 7 are independent directors.

Tenure

As per the statute, two third of the directors should be retiring directors. One third of the directors are required to retire every year and if eligible, these directors qualify for re-appointment. The members of the Company have re-appointed Shri Sudhin Choksey as the Managing Director for a period of 5 years with effect from April 1, 2010 and also appointed Shri Kamlesh Shah as the Executive Director for a period of 5 years with effect from April 16, 2010.

Responsibilities

The board represents the interest of the company’s shareholders, in optimising long-term value by providing the management with guidance and strategic direction on the shareholders’ behalf. The board has a formal schedule of matters reserved for its consideration and decision, which includes reviewing corporate performance, ensuring adequate availability of financial resources, regulatory compliance, safeguard interest of shareholders and reporting to shareholders.

Role of Independent directors

The independent directors play an important role in deliberations at the board meetings and bring to the Company their wide experience in the fields of finance, housing, accountancy, law and public policy. The Audit Committee consists largely of independent directors. Board members ensure that their other responsibilities do not materially impact their responsibility as a director of GRUH.

Board Meetings

The meetings of the Board of Directors are generally held at the Registered Office of HDFC, the parent company. Meetings are generally scheduled well in advance. The board meets at least once a quarter to review the quarterly performance and the financial results.

The company secretary in consultation with the Managing Director prepares the agenda for the meetings. The board papers are circulated to the directors in advance. The members of the board have access to all information of the Company and are free to recommend inclusion of any matter in the agenda for discussion. Senior management is invited to attend the board meetings and provide clarifications as and when required.

During the year, the board met 5 times. The meetings were held on April 16, 2010, June 29, 2010, July 15, 2010, October 14, 2010, and January 13, 2011. The attendance of each director at the board meetings and at the last annual general meeting is as under:

Directors No. of Board
meetings attended
Sitting fees paid
()
Attendance at the
last AGM
Mr. Keki.M. Mistry 5 75000 Yes
Mr. S.M. Palia 5 75000 Yes
Mr. Rohit C. Mehta 4 60000 No
Mr. Prafull Anubhai 5 75000 Yes
Ms. Renu S. Karnad 4 60000 Yes
Mr. K.G. Krishnamurthy 5 75000 Yes
Mr. S.G. Mankad 3 45000 Yes
Mr. Kamlesh Shah* 5 Yes
Mr. Sudhin Choksey 5 Yes

*appointed as Additional Director designated Executive Director in the Board Meeting dated April 16, 2010.

Leave of absence was granted to the Directors who could not attend the respective meetings.

Board Committees

To enable better and more focused attention on the affairs of the Company, the board delegates particular matters to committees of the directors set up for the purpose. These specialist committees prepare the groundwork for decision-making and report at the subsequent board meeting.

The board is assisted by various committees – Audit Committee, Compensation Committee, Compensation Committee – ESOS, Committee of Directors (Allotment), Committee of Directors and the Shareholders’ / Investors’ Grievance Committee – all chaired by an independent director.

At the Board Meeting held on July 15, 2010 certain Committees constituted by the Board were re-constituted.

Audit Committee

The Audit Committee is constituted in accordance with the provisions of Clause 49 II of the listing agreements and Section 292 A of the Companies Act, 1956. The Audit Committee comprises of Mr. S.M. Palia (Chairman), Mr. Keki M. Mistry, Mr. Rohit C. Mehta and Mr. Prafull Anubhai. The Audit Committee is chaired by an independent director. All the members of the committee are financially literate and have accounting and financial management expertise. The terms of reference of the Audit Committee are in compliance with its requirements of the revised Clause 49 of the listing agreement and include approving and implementing the audit procedures and techniques, reviewing the financial reporting systems, internal control systems and control procedures and ensuring compliance of the regulatory guidelines. Meetings of the Audit Committee are scheduled well in advance. The Audit Committee met four times during the year under review. The committee reviewed the quarterly financial statements before submission to the Board for approval.

The details of attendance at the Audit Committee meetings are as under:

Directors No. of meetings attended Sitting Fees paid ()
Mr. S.M. Palia 4 55000
Mr. Keki.M. Mistry 4 55000
Mr. Rohit C. Mehta 4 55000
Mr. Prafull Anubhai 4 55000

The committee reviews the reports of the internal auditors and statutory auditors along with the comments and action taken reports of the management. The committee also reviews the asset-liability management system. The Audit Committee also invites senior executives, as it considers appropriate to be present at the meetings of the committee. The head of the internal audit attends the meetings of the Audit Committee.

Compensation Committee (Remuneration Committee)

The Compensation Committee comprises of Mr. S.M. Palia (Chairman), Mr. Keki M. Mistry and Ms. Renu S. Karnad. The committee considers and approves salaries and other terms of the compensation package for the Managing Director and the Executive Director. The annual compensation of the Managing Director and the Executive Director is recommended by the committee, approved by the board and is within the limits set by the members at the annual general meetings. The committee met once during the year.

The details of attendance at the Compensation Committee meeting are as under:

Directors No. of meetings attended Sitting Fees paid ()
Mr. S.M. Palia 1 10,000
Mr. Keki.M. Mistry 1 10,000
Ms. Renu S. Karnad 1 10,000

Shareholders’/ Investors’ Grievance Committee

The Shareholders’/ Investors’ Grievance Committee was re-constituted on July 15, 2010. After re-constitution, the Committee presently comprises of Mr. Rohit C. Mehta (Chairman) Mr. S G Mankad, Mr. K G Krishnamurthy and Mr. Sudhin Choksey (prior to reconstitution, the Committee comprised of Mr. S.M. Palia (Chairman), Mr. Prafull Anubhai and Mr. Sudhin Choksey). The committee looks into redressal of shareholder and investor complaints. The committee met five times during the year.

The details of attendance at the committee meetings are as under:

Directors No. of meetings attended Sitting Fees paid ()
Mr. S.M. Palia 1 10000
Mr. Prafull Anubhai 1 10000
Mr. Rohit C Mehta 4 60000
Mr. S G Mankad 3 45000
Mr. K G Krishnamurthy 3 45000
Mr. Sudhin Choksey 5

In order to expedite the process of share transfer, the board had delegated the authority to approve share transfers to Mr. Sudhin Choksey (Managing Director) and Mr. Marcus Lobo (Company Secretary/Compliance Officer). During the year, the Share Transfer Committee was also re-constituted on July 15, 2010 and now the Committee consists of Mr. Kamlesh Shah (Executive Director) and Mr. Marcus Lobo (Company Secretary/Compliance Officer). Share transfer formalities are normally attended to three times in a month. The details of share transfers are reported to the Board of Directors. During the year, the Company received two complaints from the shareholders. The same have been resolved. There are no pending share transfers.

There is no non-compliance by the Company on any matter related to the capital markets during the last three years. Similarly, there are no penalties, strictures imposed by the Stock Exchanges, SEBI or any statutory authority on any matter related to capital market.

Remuneration to Directors

During the year, the Managing Director and the Executive Director were paid an aggregate gross remuneration of 141.06 lacs. Elements of the remuneration package comprise of salary, perquisites and other benefits including ex-gratia as approved by the members at the annual general meeting held on June 29, 2010 .The details of managerial remuneration are as per Note 18 forming part of the accounts. Non-executive directors are paid sitting fees for attending the meetings of the board or committee(s). No other payment is made to the non-executive directors.

Employee Stock Option Scheme (ESOS)

During the year, the Company granted 11,72,849 options to employees and directors under ESOS-2011. The disclosure as required under Clause 12.1 of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, as amended, have been made in the annexure to the Directors’ Report.

Proceeds from Private Placement Issues

During the year under review, the Company issued non-convertible debentures. Details of these issues are provided in the Directors’ Report. As specified in the respective offer documents, the funds were utilised for the purpose of on lending for housing finance. Details thereof were provided to the Audit Committee and Board of Directors.

Transactions with Non-executive Directors

The non-executive directors of the Company do not have any material pecuniary relationship or transactions vis-à-vis Company.

Shareholding of Non-executive Directors

The number of options and also the number of shares held by non-executive directors, including shares held by their relatives as on March 31, 2011 is as follows:

Directors No. of Options held No. of equity shares held
Mr. Keki M. Mistry 18,000 23,290
Mr. S.M. Palia 18,000 12,330
Mr. Rohit C. Mehta 18,000 20,905
Mr. Prafull Anubhai * 28,000 5,500
Ms. Renu S. Karnad 18,000 21,223
Mr. K.G. Krishnamurthy 18,000 21,165
Mr. S.G. Mankad 18,000

*no. of options held includes the unexercised options of ESOS-2007

Share Dealing Code

In October 2002, the Company framed a share dealing code for its employees based on the SEBI (Prohibition of Insider Trading) Regulations, 1992. The code ensures that the employees deal in the shares of the Company only at a time when any price sensitive information that could be known to the employee is also known to the public at large. This code is applicable to every employee and director of the Company.

All directors and designated employees of the Company have disclosed details of their shareholding, dealings in the shares of the Company and any changes thereof, during the financial year and as at the end of the financial year in compliance of the provisions of the said code. During the year, there has been no violation of the provision of the said code.

Code of Conduct

The Company has framed and adopted a Code of Conduct, which is applicable to all directors and members of the senior management in terms of Clause 49 V of the Listing Agreement. The said code, which came into effect from January 1, 2006, lays the general principles designed to guide all directors and members of the senior management in making ethical decisions.

All directors and members of the senior management have confirmed their adherence to the provisions of the said code. The said code has been posted on the website of the Company i.e., www.gruh.com.

Disclosures

Related party transactions

During the year under review, there were no materially significant individual transactions with related parties or other persons, which were not in the normal course of business or on an arm’s length basis that may be perceived to have a potential conflict with the interests of the Company at large. Transactions with related parties entered into by the Company in the normal course of business were placed before the Audit Committee. Details of related party transaction are included in the notes to the accounts.

Accounting Standards / Treatment

The Company confirms that it has complied with the applicable Accounting Standards notified by Companies (Accounting Standards) Rules, 2006 from time to time and no accounting treatment other than what has been prescribed in the Accounting Standards has been followed.

Annual General Meetings

The Annual General Meetings for the last 3 years were held on July 25, 2008 June 30, 2009 and June 29, 2010. The AGMs were held at H.T. Parekh Convention Centre, Ahmedabad Management Association (AMA), ATIRA Campus, Ahmedabad. Two special resolutions were passed at the previous three Annual General Meetings. No resolution was passed using postal ballots.

Dematerialisation of shares

GRUH’s shares are available for trading with National Securities Depository Ltd. (NSDL) w.e.f. July 15, 2000 and with Central Depository Services (India) Limited (CDSL) w.e.f December 22, 2001. The ISIN allotted to GRUH’s equity shares is INE580B01011. As at March 31, 2011, 97.44% of equity shares of GRUH have been dematerialised by members through NSDL and CDSL.

Listing of Equity Shares:

GRUH’s shares are listed on The Bombay Stock Exchange Ltd. and National Stock Exchange of India Ltd. The Company has arranged for the payment of the listing fees for the year 2011-2012 as per the listing agreement with the respective stock exchanges. The Stock Code Nos. are : BSE: 511288; NSE: GRUH.

Shareholder Relations

GRUH has over 14300 shareholders. The main source of information for the shareholders is the Annual Report that includes inter alia, the Directors’ Report, the shareholders’ information and the audited financial results. GRUH recognizes the importance of regular dialogue with its shareholders to ensure that the Company’s strategy is clearly understood. Since the year 2002, the Annual Report has also included the Report of Directors on Corporate Governance and Management Discussion and Analysis Report. Shareholders are intimated through the press and GRUH’s website, www.gruh.com of the quarterly performance and financial results of the Company. The Company also used to file statements / reports on the Electronic Data Information Filing and Retrieval (EDIFAR) website. Filings on the EDIFAR website has been discontinued by SEBI vide its circular dated April 16, 2010 with effect from April 1, 2010. Shareholders have an opportunity to attend the Annual General Meeting at which the business outlook is presented and relevant aspects of the Company’s operations are discussed. In addition, the Corporate Office as well as the Registrar’s Office (RTA), serves as a contact point for shareholders on issues such as share transfers, dividends and announcements.

Details of directors to be re-appointed at the twenty-fifth AGM are provided as an annex to the notice convening the said AGM. The annual report also contains a section on ‘Shareholders’ Information’ which inter alia provides information relating to the AGM date, time and venue, shareholding pattern, distribution of shareholding, top shareholders, the monthly high and low quotations of the equity share during the year and other information as required under Clause 49 of the listing agreements.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report forms part of the Directors’ Report.

CEO / CFO Certification

In accordance with the requirements of Clause 49 of the listing agreements, Mr. Sudhin Choksey, the Managing Director and CEO and Mr. Jayesh Jain, the CFO of the Company, have certified to the Board that to the best of their knowledge and belief, the financial statements and cash flow statements present a true and fair view of the Company’s affairs.

Non-mandatory requirements

The Company had adopted the non-mandatory provisions relating to the Compensation Committee. The quarterly results are published in financial newspapers, posted on the Company’s web site and sent to shareholders on request. The Company is also moving towards a regime of unqualified financial statements. The Company shall endeavour to adopt the other non-mandatory requirements, as and when necessary.

Compliance

The Company has complied with the mandatory requirements as stipulated under Clause 49 of the listing agreements. The Company has submitted the quarterly compliance status report to the stock exchanges within the prescribed time limit.

Risk Management

The Company has formulated a risk management framework, which lays the procedures for risk assessment and mitigation. The Risk Management Committee (RMC) comprises of the Managing Director as the chairman and the members include senior managers holding key positions in the Company. The RMC apprises the Audit Committee of the key risks associated with the business of the Company and the measures to mitigate them.

Going Concern

The directors are satisfied that the Company has adequate resources to continue its business for the foreseeable future and consequently consider it appropriate to adopt the going concern basis in preparing the financial statements.