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Reliance Home Finance Limited (‘RHF’ / the ‘Company’), part of Reliance Capital, is one of the country’s leading private sector Home Loan Company, incorporated in the year 2008. The Company’s equity shares are listed on the Indian Stock Exchanges with effect from September 22, 2017.

RHF is an associate of Reliance Capital Limited. The Company is registered with National Housing Bank as a housing finance company under the National Housing Bank Act, 1987.

RHF provides a wide range of solutions like Home Loans including Affordable Housing Loans, Loan against Property (LAP) and Construction Finance. The Company also provides property services that help customers find their dream homes / properties.

The Company has a strong distribution network with approx. 27 locations, through a “hub and spoke” model, across the country.

Chhaya ViraniIndependent Director

Chhaya Virani, aged 65 years, is an Independent Director of the Company. She has graduated from Mumbai University with a bachelors’ degree in Arts. She also acquired a bachelors’ degree in legislative laws from the Government Law College in 1976. She is a partner in M/s. ALMT Legal Advocates and Solicitors.

She is also on the board of Reliance Capital Limited, Reliance General Insurance Company Limited, Reliance Capital Pension Fund Limited, Reliance Communications Limited and Reliance Infratel Limited.
Rashna KhanIndependent Director

Rashna Khan, aged 55 years, is an Independent Director of the Company. She is a Law graduate from Government Law College Mumbai (University of Bombay) and qualified as a Solicitor with the Bombay Incorporated Law Society and Law Society London.

Ms. Khan has worked with Mulla & Mulla & Craigie Blunt & Caroe, Advocates and Solicitors and with Dhruve Liladhar & Co., Advocates and Solicitors, in various capacities before she became partner of Mulla & Mulla& Craigie Blunt & Caroe, Advocates and Solicitors, since the year 2009.

She specializes in the field of civil litigation including attending matters in the High Court, Supreme Court, Company Law Board, Income Tax Tribunal, Arbitration, Customs, Excise and Service Tax Appellate Tribunal, National Company Law Tribunal, Opinion and documentation work.

She is also on the board of Reliance Power Limited, Reliance Commercial Finance Limited, Vidarbha Industries Power Limited, Sasan Power Limited, Rosa Power Supply Company Limited and The Supreme Industries Limited.
Ashok RamaswamyIndependent Director

Ashok Ramaswamy, aged 70 years, is an Independent Director of the Company. He is a former Civil Servant with over 40 years experience in the areas of Financial Control and Management, General Administration, Vigilance Inquiry and administration, procurement, regulation and information technology.

His sector experience is in railways, telecom, anti-corruption and telecom regulation. He retired as a Secretary level official from Govt. of India and subsequently was appointed as Member, TRAI – a statutory appointment.

He holds Masters Degree in Science, Management and Public Administration and in the early part of the career was intimately involved in application of information technology to computer aided management information system design and implementation.

Most positions held by him required deep comprehension in the subject and knowledge on allied areas and tested analytical and inferential skills.

He is also on the board of Mumbai Metro One Private Limited and Jai Trade lmpex Private Limited.
Sushilkumar AgrawalIndependent Director

Mr. Sushil Kumar Agrawal, aged 71 years, is a practicing Chartered Accountant and the Senior Most Partner in M/s. N. D. Kapur & Co., Chartered Accountants. He has over the years developed special expertise in the Banking and Financial Services Industry. He has experience in servicing large and medium sized clients in the areas of Internal Audit, Concurrent Audits, IT Advisory, Taxation, Risk Management and Management Consultancy.

He is a Certified Independent Director in many companies including Pranavaditya Spinning Mills Limited and Margo Finance Limited. He is also a Trustee in many Public Trusts engaged in the field of Social, Environment, Education and Health.
Ashish TurakhiaDirector

Ashish Turakhia, aged 58 years, is a Fellow Member of The Institute of Chartered Accountants of India and The Institute of Company Secretaries of India. He has also completed LL. B from Mumbai University.
He has more than 3 decades of experience in Finance, Company Secretarial, Compliance, Corporate Affairs, Corporate Governance & Listing. He was the Company Secretary in Reliance Securities Limited.
Sudeep GhoshalNominee Director

Sudeep Ghoshal, aged 45 years, a War Veteran and a Corporate Real Estate Services professional with 24 years of overall experience involved in infrastructure development projects, administrative management, integrated security management, logistics in multi-location facilities in various industry segments like IT, ITES and NBFC.

In his current role with Reliance Capital one of India’s leading financial services company he is providing direction and leadership to the company’s Real Estate Strategy, developing & implementing operations management strategies to achieve the Business objectives for people and Business while managing overall efficiency and profitability.

In his earlier engagements he worked with Accenture as GM - Workplace Solutions and played dual role of city Workplace Lead and as Country Head Logistics. He also worked with Zenta Pvt Ltd a BPO/ KPO with Operations in India, Philippines and US and was responsible for the Facilities & Services for India locations.

During tenure with the Indian Army, worked in inhospitable terrains and extreme climatic conditions. As an Officer Commanding an Infantry Company carried out active battle operations during Kargil War (Operation Vijay) in Batalik Sector.

He is an Alumini from IIM Calcutta and holds a Diploma in Human Resource Management from Welingkar’s Institute and completed his graduation from Mumbai University. He is a certified Master Of Corporate Real Estate (MCR) and a Member of Royal Institute Of Chartered Surveyors (MRICS).
Prashant UtrejaCHIEF EXECUTIVE OFFICER

Prashant Utreja has been appointed as a Chief Executive Officer of Reliance Home Finance with effect from 7th April 2022.

Prashant joined RHF in April 2017 as a Chief Human Resources Officer and led the way for RHF to being one of the Great Places to Work. During his tenure, RHF’s employee base scaled to its peak strength of nearly 1000 employees. In April 2020, he was entrusted with the responsibility of leading Information Technology function and Digital Initiatives along with his HR & Administration roles. In April 2021, his role was further expanded to lead Operations & Customer Service functions. Prashant has been part of majority of strategic initiatives at Reliance Home Finance.

With 23 years of experience, Prashant has partnered diverse businesses and organisations in hiring leadership teams at various phases (start-up, growth and maturity). He has institutionalised career paths and succession planning processes for senior management and field supervisory roles. Prashant prides himself in having successfully facilitated simultaneous growth of Human and Business capital. His leadership will ensure continuity and further strengthen people centricity, customer centricity & customer franchise at Reliance Home Finance.

Since July 2020, Prashant has been providing HR leadership oversight to Reliance Capital as well. Prior to Reliance Home Finance, Prashant has worked with Reliance Commercial Finance and Reliance General Insurance as their CHRO. Before joining Reliance Group, he has worked with ICICI Bank, Godrej Group and Dilip Piramal Group in various capacities.

Prashant is an Engineer by Graduation and has done his MBA from SIBM Pune. At home, Prashant is supported by his wife Nidhi and they have two kids – Sanya and Aditya.
Amit Kumar JhaChief Financial Officer

Mr. Amit Kumar Jha, is a member of the Institute of Chartered Accountants of India.
He has over fourteen years of experience that includes financial controllership, tax planning, system improvements, process management, financial planning and analysis function.
He has earlier worked with Edelweiss, SBFC Finance, Karvy Financial Services Limited, HSBC Bank, Deloitte and ICICI Bank.
Parul JainCompany Secretary & Compliance Officer

Parul Jain, 34 years, is a commerce graduate from University of Rajasthan and an Associate Member of the Institute of Company Secretaries of India. She is associated with Reliance Group since May 2007 and is responsible for corporate secretarial and compliance functions.

Chhaya Virani Independent Director
Rashna Khan Independent Director
Ashok Ramaswamy Independent Director
Sushilkumar Agrawal Independent Director
Ashish Turakhia Director
Sudeep Ghoshal Nominee Director
Prashant Utreja CHIEF EXECUTIVE OFFICER
Amit Kumar Jha Chief Financial Officer
Parul Jain Company Secretary & Compliance Officer

Audit Committee

The Company has an Audit Committee. The composition and terms of reference of Audit Committee are in compliance with the provisions of Section 177 of the Companies Act, 2013, Listing Regulations, the Non-Banking Financial Company – Housing Finance Company (Reserve Bank) Directions, 2021 (earlier the Housing Finance Companies – Corporate Governance (NHB) Directions, 2016) and other applicable laws. The Committee was re-constituted during the year and presently comprises of four independent non-executive directors and two non-independent non-executive director of the Company viz. Ms. Chhaya Virani as Chairperson, Ms. Rashna Khan, Mr. Sushilkumar Agrawal, Mr. Ashok Ramaswamy, Mr. Ashish Turakhia and Mr. Sudeep Ghoshal as Members. All the Members of the Committee possess financial / accounting expertise / exposure.

The Audit Committee, inter-alia, advises the management on the areas where systems, processes, measures for controlling and monitoring revenue assurance, internal audit and risk management can be improved.

The terms of reference, inter-alia, comprises the following:
1.   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;
2.   Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
3.   Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4.   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 Directors’ Responsibility Statement to be included in the Boards’ 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 judgment 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.   modified opinion(s) in the draft audit report.
5.   Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
6.   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 utilised for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter;
7.   Review and monitor the auditor’s independence and performance and effectiveness of audit process;
8.   Subject to and conditional upon the approval of the Board of Directors, approval of Related Party Transactions (RPTs) or subsequent modifications thereto. Such approval can be in the form of omnibus approval of RPT subject to conditions not inconsistent with the conditions specified in Regulation 23(2) and Regulation 23(3) of the Listing Regulations;
9.   Subject to review by the Board of Directors, review on quarterly basis of RPTs entered into by the Company pursuant to each omnibus approval given pursuant to (8) above;
10.   Scrutiny of inter-corporate loans and investments;
11.   Valuation of undertakings or assets of the Company, wherever it is necessary;
12.   Review the Company’s established system and processes of internal financial controls and risk management systems;
13.   Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
14.   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;
15.   Discussion with internal auditors of any significant findings and follow up there on;
16.   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;
17.   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;
18.   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;
19.   To review the functioning of the Whistle Blower mechanism;
20.   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;
21.   Review of compliances as per the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, at least once in a financial year and shall also verify that the systems for internal control are adequate and are operating effectively; and
22.   Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
23.   Consider and comment on rationale, cost benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders.

Explanation (i): The term “related party transactions” shall have the same meaning as provided in Regulation 23 of the Listing Regulations.

The Audit Committee is also authorised to:
1.   Investigate any activity within its terms of reference;
2.   Obtain outside legal or other professional advice;
3.   Have full access to information contained in the records of the Company;
4.   Secure attendance of outsiders with relevant expertise, if it considers necessary;
5.   Call for comments from the auditors about internal controls systems and the scope of audit, including the observations of the auditors;
6.   Review financial statements before submission to the Board; and
7.   Discuss any related issues with the internal and statutory auditors and the management of the Company.

The Audit Committee shall mandatorily review the following information:
1.   Management discussion and analysis of financial condition and results of operations;
2.   Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;
3.   Management letters / letters of internal control weaknesses issued by the statutory auditors;
4.   Internal audit reports relating to internal control weaknesses;
5.   The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the Audit Committee; and
6.   Statement of deviations:
(a)   quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations; and
(b)   annual statement of funds utilised for purposes other than those stated in the offer document / prospectus / notice in terms of Regulation 32(7) of the Listing Regulations.

Periodicity of the meeting is quarterly.

The Company has a Stakeholders Relationship Committee. The composition and terms of reference of Stakeholders Relationship Committee are in compliance with the provisions of Section 178 of the Companies Act, 2013, Listing Regulations and other applicable laws. The Committee was re-constituted during the year and presently comprises of two independent non-executive directors and one non-executive director of the Company viz. Ms. Chhaya Virani as Chairperson, Ms. Rashna Khan and Mr. Ashish Turakhia as Members.

The terms of reference, inter-alia, comprises the following:

i. Resolving the grievances of the security holders of the Company including complaints related to transfer / transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new / duplicate certificates, general meetings, etc.;

ii. Reviewing the measures taken for effective exercise of voting rights by shareholders;

iii. Reviewing the service standards adopted by the Company in respect of various services being rendered by the Registrar & Transfer Agent; and

iv. Review the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants / annual reports / statutory notices by the shareholders of the Company.

The Company Secretary acts as the Secretary to the Stakeholders Relationship Committee.

The Company has a Nomination and Remuneration Committee. The composition and terms of reference of Nomination and Remuneration Committee are in compliance with the provisions of Section 178 of the Companies Act, 2013, Listing Regulations, the Non-Banking Financial Company – Housing Finance Company (Reserve Bank) Directions, 2021 (earlier the Housing Finance Companies – Corporate Governance (NHB) Directions, 2016) and other applicable laws. The Committee was re-constituted during the year and presently comprises of Ms. Chhaya Virani as Chairperson and Ms. Rashna Khan and Mr. Sushilkumar Agrawal as Members.

The Company Secretary acts as the Secretary to the Nomination and Remuneration Committee.

The terms of reference, inter-alia, comprises the following:
1.   To follow the process for selection and appointment of new directors and succession plans;
2.   Recommend to the Board from time to time, a compensation structure for Directors and the senior management personnel;
3.   Identifying persons who are qualified to be appointed as Directors and who may be appointed in senior management in accordance with the criteria laid down and to recommend their appointment and / or removal to the Board;
4.   Formulation of the criteria for evaluation of performance of Independent Directors, the Board and the Committee(s) thereof;
5.   To assess whether to extend or continue the term of appointment of the Independent Directors, on the basis of the report of performance evaluation of Independent Directors;
6.   Devising a policy on Board diversity;
7.   Performing functions relating to all share based employees benefits;
8.   Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board of Directors a policy relating to the remuneration of the Directors, Key Managerial Personnel and other employees; and
9.   Recommending to the Board, all remunerations, in whatever form, payable to Senior Management of the Company.
Policy on appointment and remuneration for Directors, Key Managerial Personnel and Senior Management Employees has been provided on the website of the Company.
10.   For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.

The Company has a Corporate Social Responsibility (CSR) Committee (CSR Committee). The composition and terms of reference of CSR Committee are in compliance with the provisions of Section 135 of the Companies Act, 2013 and other applicable laws. The Committee was re-constituted during the year and presently comprises of two independent non-executive director and one non-independent non-executive director of the Company viz. Ms. Chhaya Virani as Chairperson, Mr. Ashok Ramaswamy and Mr. Ashish Turakhia as Members. The Committee’s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of ‘Corporate Social Responsibility Policy’.

The CSR Committee has formulated a CSR policy indicating the activities to be undertaken by the Company.

The Company Secretary acts as the Secretary to the CSR Committee.

The Company has a Risk Management Committee. The composition and terms of reference of Risk Management Committee is in compliance with the provisions of the Listing Regulations and Non-Banking Financial Company – Housing Finance Company (Reserve Bank) Directions, 2021 (earlier the Housing Finance Companies – Corporate Governance (NHB) Directions, 2016) and other applicable laws. The Committee was re-constituted during the year and presently comprises of Ms. Chhaya Virani as Chairperson and Ms. Rashna Khan, Mr. Sushilkumar Agrawal, Mr. Ashok Ramaswamy, Mr. Ashish Turakhia and Mr. Sudeep Ghoshal as Members.

The Committee is authorised to discharge its responsibilities as follows:
1. Overseeing and approving the risk management, internal compliance and control policies and procedures of the Company;
2..Overseeing the design and implementation of the risk management and internal control systems (including reporting and internal audit systems), in conjunction with existing business processes and systems, to manage the Company’s material business risks;
3. Review and monitor the risk management plan, cyber security and related risks;
4. Setting reporting guidelines for management;
5. Establishing policies for the monitoring and evaluation of risk management systems to assess the effectiveness of those systems in minimizing risks that may impact adversely on the business objectives of the Company;
6. Oversight of internal systems to evaluate compliance with corporate policies;
7. Providing guidance to the Board on making the Company’s risk management policies.
8. Formulating a detailed risk management policy which shall include:
a. A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee.
b. Measures for risk mitigation including systems and processes for internal control of identified risks.
c. Business continuity plan.
9. Ensuring that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company;
10. Monitoring and overseeing implementation of the risk management policy, including evaluating the adequacy of risk management systems;
11. Periodically reviewing the risk management policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity;
12. Keeping the board of directors informed about the nature and content of its discussions, recommendations and actions to be taken;
13. Reviewing the appointment, removal and terms of remuneration of the Chief Risk Officer (if any).
14. Coordinate Committee activities with other committees, in instances where there is any overlap with activities of such committees, as per the framework laid down by the Board of Directors.

Periodicity of the meeting is quarterly.

Asset Liability Committee (ALCO) consisting of senior management executives, monitors liquidity and interest rate risks of the Company. The functioning of ALCO is reviewed by the Risk Management Committee which meets on quarterly basis and reports to the Board of Directors.

Periodicity of the meeting is quarterly.

The Company has a IT Strategy Committee. The composition and terms of reference of IT Strategy Committee is as per NHB/ND/DRS/Policy Circular No. 90/2017-18 dated June 15, 2018. The Committee presently comprises of Ms. Rashna Khan, an Independent Director as Chairperson and Mr. Prashant Utreja, Chief Executive Officer and Mr. Rakesh Khosla, Head-Information Technology as Members.

The Company has a Wilful Defaulter’s Review Committee. The composition and terms of reference of the Committee is in terms of the guidelines on Wilful Defaulters issued by RBI Circular No. RBI/2020-21/73/ DOR.FIN.HFC.CC.No.120/03.10.136/2020- 21dated February 17, 2021 on Master Direction – Non-Banking Financial Company – Housing Finance Company (Reserve Bank) Directions, 2021 (earlier NHB circular no. NHB (ND)/DRS/Policy Circular No.74/2015-16 dated December 31, 2015). The Committee presently comprises of Mr. Sushilkumar Agrawal, an Independent Director as Chairman and Ms. Chhaya Virani, Mr. Ashish Turakhia, Directors and Mr. Prashant Utreja, Chief Executive Officer as Members. Presentations to the Committee are made by Mr. Lalit Bisht – Head – Collections & Collections Legal, for their review, as and when required.

Guidelines on Corporate Governance

CSR Policy

Risk Management philosophy is to adopt an independent holistic approach to manage uncertainties from all quarters that is "enterprise-wide risk management".

Three critical elements on which the enterprise risk management framework is build; creating a clear direct line of sight from risk management to investor's value; implementing a process to protect investor's value; and building the organizational capability to ensure strategic risk management.

This ensures that risk management complements business objectives and strategies. The function assists in structuring technology, processes and assets in an advantageous manner, and the architecture so formed, is capable of tackling disruptions in the operational universe. It ensures that business development at all times is within parameters and regulations.

Ratings assigned by Credit Rating Agencies:

Particulars	Rating Agency	Rating
A. Non-Convertible Debentures (NCDs) issued on Private Placement basis
Long Term Debt Programme	CARE Ratings Limited	CARE D
Long Term Secured NCD	Brickwork Ratings India Private Limited	BWR D
Long Term Unsecured Upper Tier II NCD	Brickwork Ratings India Private Limited	BWR D
Subordinated Debt	CARE Ratings Limited	CARE D
Unsecured Subordinated Tier II NCD	Brickwork Ratings India Private Limited	BWR D
Upper Tier II Bonds - Pvt. Placement	CARE Ratings Limited	CARE D
Principal Protected Market Linked Debentures	CARE Ratings Limited	CARE PP MLD D
Principal Protected Market Linked Debentures	Brickwork Ratings India Private Limited	BWR PP-MLD D

B. NCDs issued through Public Issue
Particulars	Rating Agency	Rating
Non-Convertible Debentures - Public Issue	CARE Ratings Limited	CARE D
Long Term Secured NCD - Public Issue	Brickwork Ratings India Private Limited	BWR D
Upper Tier II Bonds - Public Issue	CARE Ratings Limited	CARE D
Public Issue of Long Term Unsecured Upper Tier II NCD	Brickwork Ratings India Private Limited	BWR D

C. Commercial Paper (CP)
Particulars	Rating Agency	Rating
Short-term Debt	ICRA Limited	[ICRA] D
Short-term Debt	Brickwork Ratings India Private Limited	BWR D

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