INFORMATION FOR SHAREHOLDERS

This section inter alia provides information pertaining of the Company, its shareholding pattern, means of dissemination of information, service standards, share price movements and such other information, in terms of point no. C (9) of Schedule V to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance.

Shareholders / Investors Services:

GRUH has its in-house secretarial department under the overall supervision of Mr. Marcus Lobo – Company Secretary / Compliance Officer. For any assistance regarding share transfers, transmissions, change of address, non receipt of dividend, duplicate / missing share certificates and other matters pertaining to your shares, please write to the following address:

Secretarial Department : Registrar & Transfer Agent :

GRUH Finance Ltd.
“GRUH”
Netaji Marg,
Nr. Mithakhali Six Roads,
Ellisbridge,
Ahmedabad 380 006

Tel : 079 – 26421671-75;
Website : www.gruh.com
Email : investorcare@gruh.com
CIN : L65923GJ1986PLC008809

Link Intime India Pvt Ltd.
Unit : “GRUH”
506-508, 5th Floor,
Amarnath Business Centre-I
Off. C.G.Road, Navrangpura,
Ahmedabad- 380 009
Tel : 079–2646 5179
Fax : 079-2646 5179
E-mail :ahmedabad@linkintime.co.in

Listing of Equity Shares :

GRUH’s shares are listed on the BSE Ltd. and National Stock Exchange of India Ltd.

The Stock Code Nos. are : BSE: 511288; NSE: GRUH

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The listing fees have been paid to BSE and NSE for the financial year 2019-20 as per the listing agreement with the respective stock exchanges.

BSE Limited
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai 400 001.

Tel. Nos. : +91 22-2272 1233/34
Fax No. : +91 22-2272 1919
E-mail : corp.comm@bseindia.com
Website : www.bseindia.com

National Stock Exchange of India Limited
Exchange Plaza, Plot No. C-1, Block G,
Bandra Kurla Complex,
Bandra (E), Mumbai 400 051.
Tel. Nos. : +91 22-2659 8100-114
Fax No. : +91 22-2659 8120
E-mail :nseiscmum@nse.co.in
Website : www.nseindia.com

Listing of Debt Securities:

GRUH’s NCDs (Series – SD-001 and SD-002 aggregating to 35 crores) are listed on the Wholesale Debt Market (WDM) segment of the National Stock Exchange of India Limited (NSE).

Debenture Trustees:

IDBI Trusteeship Services Limited, Asian Building, Ground Floor, 17, R. Kamani Marg, Ballard Estate, Mumbai – 400 001.

Shareholding Pattern as at March 31, 2019:

Category No. of Share-holders Total No. of Shares Held % to Capital
Promoter – HDFC Ltd. 1 411555700 56.09
Public /Resident Indians 71707 138844497 18.92
Financial Institutions, Mutual Funds & Banks 61 71667341 9.77
Corporate Bodies 999 16968452 2.31
Foreign Institutional Investors (FIIs) 154 78913194 10.76
Non-Resident Indians 2978 15738328 2.15
Total >>> 75900 733687512 100.00

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Distribution of Shareholding as at March 31, 2019

No. of Shares held Folios Shares
  Numbers % Numbers %
Upto 500 53801 70.88 6514501 0.89
501 to 1000 8588 11.31 6306476 0.86
1001 to 2000 5181 6.82 8129379 1.11
2001 to 3000 1988 2.62 5113116 0.70
3001 to 4000 1262 1.66 4578386 0.62
4001 to 5000 981 1.29 4646131 0.63
5001 to 10000 2174 2.86 15705982 2.14
10001 and above 1925 2.54 682693541 93.05
Total 75900 100.00 733687512 100.00

Dematerialisation of Shares:

As at March 31, 2019, 98.99% of equity shares of GRUH have been dematerialised by shareholders through National Securities Depository Limited and Central Depository Services (India) Limited.

ISIN for NSDL & CDSL : INE580B01029

The status of shares which have been dematerialised and shares which are held in physical form as at March 31, 2019 are as under:

Particulars No of shares (%)
Shares held in physical form 7342332 1.01
Shares held in electronic form 726345180 98.99
Total Shares 733687512 100.00

Share Transfer System

In terms of Regulation 40 of the SEBI (LODR) Regulations, 2015, the Board of Directors has delegated the authority to approve share transfers to 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.

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Details regarding dividend paid during the last 7 years :

Year Rate (%) Book Closure Date AGM Date Payment Date
2011-12 115 June 8, 2012 to June 18, 2012 June 18, 2012 June 18, 2012
2012-13 125 June 28, 2013 to July 8, 2013 July 8, 2013 July 10, 2013
2013-14 150 May 7, 2014 May 28, 2014 May 28, 2014
2014-15 100 June 18, 2015 to June 26, 2015 June 26, 2015 June 29, 2015
2015-16 115 June 14, 2016 to June 22, 2016 June 22, 2016 June 22, 2016
2016-17 140 June 7, 2017 to June 15, 2017 June 15, 2017 June 16, 2018
2017-18 165 April 25, 2018 to April 27, 2018 May 30, 2018 May 31, 2018

NB: Shareholders who have not received the dividends may kindly contact the secretarial department.

Unclaimed Dividend

The Company has transferred all unclaimed/unpaid dividends up to the financial year 2010-11 to the Investor Education and Protection Fund, as applicable. The Company has transferred matured deposits and interest thereon for the year 2010-11 remaining unclaimed / unpaid, to the Investor Education and Protection Fund, in accordance with the current regulations.

Members who have either not received or have not encashed their dividend warrant(s) for the financial years 2011-12 to 2017-18 are requested to claim the unpaid dividend from the Company before transfer to the above mentioned fund. After transfer of unpaid / unclaimed dividend amount to the Investor Education and Protection Fund, the same cannot be claimed subsequently

Dividends that have not been claimed by the shareholders for the financial year 2011-12 will have to be transferred to the Investor Education and Protection Fund in August 2019 in accordance with the provisions of the Companies Act.

The details of the unclaimed dividend and the last date for claiming the same, prior to its transfer to the IEPF, are as under:

Financial Year No. of Members who have not claimed their dividend Unclaimed dividend as on March 31, 2019 () Unclaimed dividend as % to total dividend Date of declaration Last date for claiming the dividend prior to its transfer to IEPF
11-12 1028 17,18,731 0.42 June 18, 12 July 17, 19
12-13 1065 18,57,188 0.41 July 8, 13 Aug 5, 20
13-14 1155 23,13,68 0.43 May 28, 14 June 26, 21
14-15 1287 32,73,374 0.45 June 26, 15 July 24, 22
15-16 1167 33,12,646 0.40 June 22, 16 July 21, 23
16-17 1220 45,35,248 0.44 June 15, 17 July 13, 24
17-18 652 37,78,862 0.31 May 30, 18 June 28, 25

Unclaimed Shares:

As per Listing Regulations :

Regulation 39(4) of the Listing Regulations inter alia requires every listed company to comply with certain procedures in respect of shares issued by it in physical form pursuant to a public issue or any other issue and which remained unclaimed for any reason whatsoever.

In compliance with the provisions of the said Regulation, the Company has sent three reminders under Registered Post to the Shareholders whose share certificates were returned undelivered and are lying unclaimed. In case your shares are lying unclaimed with the Company, you are requested to claim the same by writing a letter to the Company

Last year, the unclaimed 3,81,250 equity shares of 2 each of the Company in respect of 303 folios were dematerialized and credited to GRUH Finance Limited – Unclaimed Suspense Account maintained with HDFC Bank Limited, on March 28, 2018, in compliance with the said Regulation.

During the year, As per the said provisions, GRUH had identified folios where shares had returned undelivered remaining unclaimed with the Company. Accordingly, GRUH had sent 3 reminder letters to the identified 231 shareholders and will be thereafter transferred identified equity shares to Unclaimed Demat Suspense Account opened with HDFC Securities Limited.

Summary of the unclaimed shares transferred to the said Unclaimed Suspense Account, in terms of the said Regulation, as on March 31, 2019, is detailed as under:

Sr. No. Particulars No. of share holder No. of equaity shares of
2 each
1 Aggregate number of shareholders and the outstanding equity shares lying in the Unclaimed Suspense Account as on March 31, 2018. 303 3,81,250
2 Aggregate number of shareholders and the outstanding equity shares lying in the Unclaimed Suspense Account after Bonus issue of shares*. 303 7,62,500
3 Number of shareholders who approached the Company for transfer of equity shares from the said Unclaimed Suspense Account during the year ended March 31, 2019. 4 9,280
4 Number of shareholders to whom equity shares were transferred from the Unclaimed Suspense Account during the year ended March 31, 2019. 3 8,280
5 Aggregate number of shareholders and the outstanding equity shares lying in the Unclaimed Suspense Account as on March 31, 2019. 300 7,54,220

* The shares in unclaimed suspense account has increased due to 1:1 Bonus issue of equity shares in June 2018.

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In terms of the said Regulation, voting rights on the equity shares lying in the said Unclaimed Suspense Account shall remain frozen till the rightful owner claims such shares. Further, all corporate benefits in terms of securities accruing on the said unclaimed shares viz. bonus shares, split, etc., if any, shall also be credited to the said Unclaimed Suspense Account.

As per Companies Act, 2013 :

As per Section 124 of the Companies Act, 2013, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company in the name of IEPF. However, the concerned shareholder(s) can claim the dividend and/or shares that have been transferred to IEPF after complying with the procedure prescribed by the Ministry of Corporate Affairs, Government of India. The details of shares required to be transferred by the Company to IEPF is available on its website.

A brief outline of the procedure for claiming the dividend/shares from the IEPF Authority is listed for the benefit of the concerned shareholder(s):

  • Download Form IEPF-5 from www.iepf.gov.in.
  • Submit the duly filled form online at www.mca.gov.in. On successful upload, download the acknowledgement that gets generated automatically.
  • Take a printout of the duly filled Form IEPF-5 and the acknowledgement. Submit the same to the Nodal Officer (IEPF) of the Company at its registered office in an envelope marked as “Claim for refund from IEPF Authority” along with the following documents:
    – indemnity in original with claimant’s signature
    – advance stamped receipt (in original)
    – copy of Aadhaar Card (for Indian citizens)
    – copy of Passport, OCI and PI card (for foreigners and NRI)
    – proof of entitlement (share certificate/dividend warrant etc.)
    – cancelled cheque leaf and
    – Other required documents
  • The Company on receipt of the complete set of documents will submit its verification report to the IEPF Authority
  • Upon submission of the verification report by the Company, the corresponding action shall solely be at the discretion of the IEPF Authority.

For more details, the concerned shareholders are requested to refer to the “Refund” section of www.iepf.gov.in.

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Nomination Facility:

Where shares are held in single name, in case of an unfortunate death of the shareholder, the process of transmission is cumbersome as it requires submission of succession certificate / letter of probate / will, etc. Shareholders holding shares in single name and in physical form are requested to submit the prescribed Form SH-13 (in duplicate) to the secretarial department to avail of the nomination facility. Shareholders may contact the secretarial department for the said form. Shareholders holding shares in demat form are requested to contact their depository participants for availing the nomination facility.

Financial year:

The Company follows financial year starting from April 1 to March 31 each year.

Outstanding GDRs / ADRs / warrants:

The Company does not have any GDRs/ ADRs / Warrants or any convertible instruments.

Commodity Price Risks and Foreign Exchange Risks and hedging activities:

Being a housing finance company, the Company does not deal in the commodity market nor has any hedging activities. The Company has no exposure to foreign exchange borrowings.

Book Closure:

Pursuant to the provisions of Section 91 of the Companies Act, 2013 and Rule 10 of the Companies (Management and Administration) Rules, 2014, the register of members and share transfer books of the Company will remain closed from July 11, 2019 to July 19, 2019 (both days inclusive) for the purpose of AGM/Dividend for the financial year 2018-19.

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Dividend Payment:

The Board of Directors of GRUH has recommended a dividend of 100 % ( 2 per share) for the financial year ended March 31, 2019 for approval of the shareholders at the annual general meeting.

Dividend entitlement is as follows:

  • For shares held in physical form: shareholders whose names appear on the register of members of the Company as on Wednesday, July 10, 2019.
  • For shares held in electronic form: beneficial owners whose names appear in the statement of beneficial position downloaded by NSDL and CDSL as at the relevant book close date.

Dividend, if declared by the members shall be paid on or after July 19, 2019 but within the statutory time limit.

33rd Annual General Meeting

Date : July 19, 2019
Day : Friday
Time : 10.30 a.m.
Venue : H.T. Parekh Convention Centre,
Ahmedabad Management Association (AMA),
ATIRA Campus, Dr. Vikram Sarabhai Marg,
Vastrapur, Ahmedabad 380 015

Service Standards

GRUH is committed to providing effective and prompt service to its investors. The Secretarial Department has been entrusted with the responsibility of ensuring that the investors of the Company are serviced in accordance with the service standards. Listed below are the service standards adopted by the Company in respect of various services being rendered by the Secretarial Department.

Nature of Service Time Taken*
Transfer of shares 10 working days
Issue of duplicate/re-validation of dividend warrant(s) 7 working days
Change of address/ECS/Bank details 7 working days
Registration of Nomination 4 working days
Transmission of shares/Deletion of name 10 working days
Split/Replacement/Consolidation of share certificate(s) 10 working days

* Subject to receipt and verification of valid documents and requisite approvals.

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The investors are requested to contact the Secretarial Department for availing any of the said services. The Company has designated an exclusive e-mail address viz. investorcare@gruh.com which would enable investors to post their grievance.

A status report on adherence to the said service standards is reviewed by the Company secretary on a monthly basis and a detailed report is presented at the meetings of the Stakeholders Relationship Committee, for its review and noting.

Stock Market Data:

Monthly high and low quotations as well as the volume of shares traded at the BSE Limited and the NSE for 2018-19 along with the BSE Sensex and NIFTY are as follows:

BSE 2018-19 :

Month Highest () Lowest () Volume of Shares traded BSE Sensex (monthly close)
April 2018 342.23 286.05 2006606 35160
May 2018 368.00 317.80 3733890 35322
June 2018 381.95 297.60 979082 35423
July 2018 352.90 304.80 876588 37607
August 2018 349.00 312.00 776436 38645
September 2018 344.45 266.00 1037848 36227
October 2018 306.00 244.10 967938 34442
November 2018 309.60 275.05 590949 36194
December 2018 334.65 275.00 820792 36068
January 2019 329.00 204.60 11619455 36257
February 2019 258.60 205.20 11406349 35867
March 2019 288.55 248.15 10996699 38673

NSE 2018-19 :

Month Highest () Lowest () Volume of Shares traded NIFTY (monthly close)
April 2018 342.45 286.10 16676400 10739
May 2018 368.85 316.55 15853024 10736
June 2018 382.00 297.60 11875237 10714
July 2018 354.00 304.90 9835315 11357
August 2018 349.55 310.70 13793814 11681
September 2018 344.75 265.55 11761565 10930
October 2018 306.30 244.05 12685365 10387
November 2018 310.10 275.10 7242603 10877
December 2018 335.40 275.10 9108314 10863
January 2019 326.95 204.60 106116993 10831
February 2019 259.00 204.80 28936406 10793
March 2019 288.45 248.00 37428650 11624

* During FY 2018-19, Company has allotted bonus shars in the ratio of 1:1 number of shares and share price per share are adjusted to give effect of the bonus shares.

OTHER INFORMATION

Equity History:

Particulars No. of shares
issued ( of
2 each )
Year / date
Subscription by Institutions 1,00,00,000 1987
Rights Issue 50,00,000 1992
Public Issue 1,07,50,000 1992
Reserved for allotment in Rights Issue (conversion of Part “A” of FCDs issued to GRUH Employees Welfare Trust) 6,25,000 1994
Rights Issue (conversion of Part “A” of FCDs issued to Shareholder(s) 1,28,75,000 1995
Reserved for allotment in Rights issue (conversion of Part “B” of FCDs issued to GRUH Employees Welfare Trust) 12,50,000 1995
Rights Issue (conversion of Part “B” of FCDs issued to Shareholder(s) 2,57,50,000 1995
Rights Issue (conversion of FCDs issued to Shareholder(s) 6,62,50,000 1999
Rights Issue 3,97,50,000 2006
Allotment under ESOS 9,25,990 2006-07
Allotment under ESOS 62,505 2007-08
Allotment under ESOS 21,305 2008-09
Allotment under ESOS 3,65,950 2009-10
Allotment under ESOS 21,62,415 2010-11
Allotment under ESOS 7,25,025 2011-12
Allotment under ESOS 19,63,485 2012-13
Allotment under ESOS 16,54,475 2013-14
Bonus Issue (1:1) 18,01,31,150 June 10 ’14
Allotment under ESOS 31,22,280 2014-15
Allotment under ESOS 2,97,160 2015-16
Allotment under ESOS 8,82,744 2016-17
Allotment under ESOS 11,55,527 2017-18
Bonus Issue (1:1) 36,57,20,011 June 8 ’18
Allotment under ESOS 22,47,490 2018-19
Total : (As At March 31, 2019) 73,36,87,512  

Note: The nominal face value of the equity shares of the Company was subdivided from 10 per equity share to 2 per equity share, with effect from July 26, 2012. Thereafter, at the 28th Annual General Meeting (AGM) of the Company held on May 28, 2014, the members of the Company had approved the issue of Bonus Shares in the proportion of 1:1 (i.e. one new fully paid up Equity Share of 2 each for every 1 (one) fully paid-up Equity Share of 2 each held. Again, at the 32nd Annual General Meeting (AGM) of the Company held on May 30, 2018, the members of the Company had approved the issue of Bonus Shares in the proportion of 1:1 (i.e. one new fully paid up Equity Share of 2 each for every 1 (one) fully paid-up Equity Share of 2 each held. Accordingly, for ease of comparison, all issues have been represented by equity shares of 2 each

Measuring Shareholders’ Value :

At GRUH, we beliveve in maximizing the wealth of its shareholders and our endeavours are in the direction of providing maximum value to our shareholders either in the form of dividend or capital appreciation. The value of shareholders’ return is measured as follows :

A. Total Shareholders’ Return :

Total Shareholders’ return includes the dividend paid by the Company as well as the capital appreciation of the shares of the Company in the stock markets. During the past five years return to shareholders has been as follows :

( in crores)

Particulars 2018-19 2017-18 2016-17 2015-16 2014-15
Closing Market Capitalisation 20,235.10 21,038.04 14,433.11 8,701.09 8,866.58
Opening Market Capitalisation 21,038.04 14,433.11 8,701.09 8,866.58 5,319.27
Money raised during the year from Shareholders 30.15 31.00 22.57 1.01 10.56
Net Capital Appreciation (833.09) 6,573.94 5,709.45 (166.50) 3,536.75
Dividend including Dividend Tax 176.90 145.50 123.00 100.68 87.48
Total Gain (656.19) 6,719.44 5,832.45 (65.82) 3,624.23
Gain to Opening Market Capitalisation (%) (3.12) 46.56 67.03 (0.74) 68.13

B. Enterprise Value :

Enterprise Value (EV) measures the value of a Company as on a particular date. It is calculated by making adjustments to the market capitalisation of a Company. The formula for measuring Enterprise Value is :

Enterprise Value (EV) = Market Capitalisation + Total Debt – Cash Balance

With the Enterprise Value as a measure, the companies can be compared easily irrespective of their capital structure. Moreover, Enterprise value is used to calculate the ratio of EV to EBIDTA multiple.

EBIDTA stands for Earnings before Interest, Depreciation, Tax and other appropriations. Hence, it can be calculated by adding back the figures of interest, depreciation and other appropriations to the amount of Profit Before Tax (PBT). It indicates that the value of enterprise is equal to number of times of the Company’s earnings. As the figures of Interest, depreciation and tax are added back, it makes the comparison between two enterprises easier by eliminating all the accounting and tax differences.

The above measure for GRUH for a period of five years is as follows : –

( in crores)

Particulars As At March 31, 2019 2018 2017 2016 2015
Number of Equity Shares of 2 each (crores)* 73.37 73.14 72.92 72.74 72.68
Market Price per share on face value of 2 each* 275.80 287.63 197.95 119.63 122.00
Market Capitalisation 20,235.10 21,038.04 14,433.11 8,701.09 8,866.59
Total Debt 16,507.16 13,968.93 12,018.15 10,244.4 8,215.58
Cash 1052.84 17.47 12.56 27.45 8.30
Enterprise Value(EV) 35,689.42 34,989.50 26,438.70 18,918.04 17,073.87
EBIDTA 1,919.65 1,555.04 1,364.48 1,172.14 979.86
EV/ EBIDTA (times) 18.59 22.50 19.38 16.14 17.43
Total Income 2,026.65 1,693.74 1,487.39 1,275.40 1,060.32
EV / Total Income (times) 17.61 20.66 17.78 14.83 16.10

*During FY 2018-19 and FY 2014-15, Company has allotted bonus shares in the ratio of 1:1. Number of shares and share price per share of previous years are adjusted to give effect of Bonus shares. Market price on the stock exchange where maximum numbers of shares have been traded is considered.

During FY 18-19, GRUH adopted Ind AS where figures for FY 17-18 are restated under Ind AS. Figures up to FY 16-17 are as reported under Indian GAAP.

Web links:

As required under the various provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the web link of some of the important documents placed on the website of the Company is provided below:

Sr. No. Details of document Web link
1 Code of Conduct for directors and senior management https://www.gruh.com/policies/Code-of-Conduct.pdf
2 Corporate Social Responsibility Policy https://www.gruh.com/policies/CSR-Policy.pdf
3 Whistle Blower Policy https://www.gruh.com/policies/Whistle-Blower-Policy.pdf
4 Policy on Transactions with Related Parties https://www.gruh.com/policies/RPT-Policy.pdf
5 Familiarization Programme https://www.gruh.com/policies/Familiarization-Programme.pdf
6 Policy on Remuneration of Directors, Senior Management, KMPs and other employees https://www.gruh.com/policies/Remuneration-Policy.pdf
7 Policy on Determination of Materiality https://www.gruh.com/policies/Determination-on-Materiality.pdf
8 Archival Policy https://www.gruh.com/policies/Archival-Policy.pdf
 9 Code of Practices & procedures for fair Disclosures of UPSI https://www.gruh.com/policies/Fair-Disclosure-Code-UPSI.pdf
10 Disclosure under Regulation 14 of SEBI (SBEB) Regulations 2014 https://www.gruh.com/ESOS-Disclosure.pdf
11 Dividend Distribution Policy https://www.gruh.com/pdf/dividend-distribution-policy.pdf